EX-4.25



 Exhibit 4.25 

Execution Version 

OLYMPIC STEEL, INC., 

OLYMPIC STEEL LAFAYETTE, INC., 

OLYMPIC STEEL MINNEAPOLIS, INC., 

OLYMPIC STEEL IOWA, INC., 

OLY STEEL WELDING, INC., 

OLY STEEL NC, INC., 

TINSLEY GROUP-PS&W, INC., 

IS ACQUISITION, INC., and 

CHICAGO TUBE AND IRON COMPANY, 

as Borrowers 
  

 
  

 
 SECOND AMENDED AND RESTATED LOAN
AND SECURITY AGREEMENT 
 Dated as of June 30, 2014 

$365,000,000 
  

 
  

 
 CERTAIN FINANCIAL INSTITUTIONS,

 as Lenders 
 and 

BANK OF AMERICA, N.A., 

as Agent 
 ******** 

BANK OF AMERICA, N.A., 

as Joint Lead Arranger 
 MERRILL
LYNCH, PIERCE, FENNER & SMITH INCORPORATED, 
 as Joint Bookrunner 

J.P. MORGAN SECURITIES LLC, 

as Joint Lead Arranger and Joint Bookrunner, 

And 
 JPMORGAN CHASE BANK,
N.A., 
 as Syndication Agent 

KEYBANK NATIONAL ASSOCIATION, 

as Co-Documentation Agent 
 U.S.
BANK NATIONAL ASSOCIATION, 
 as Co-Documentation Agent 

WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as Co-Documentation Agent 
  







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
			
	 SECTION 1.
	 	 DEFINITIONS; RULES OF CONSTRUCTION
	  	 	3	  
	 1.1
	 	 Definitions
	  	 	3	  
	 1.2
	 	 Accounting Terms
	  	 	33	  
	 1.3
	 	 Uniform Commercial Code
	  	 	33	  
	 1.4
	 	 Certain Matters of Construction
	  	 	33	  
			
	 SECTION 2.
	 	 CREDIT FACILITIES
	  	 	34	  
	 2.1
	 	 Revolver Commitment
	  	 	34	  
	 2.2
	 	 [Reserved]
	  	 	37	  
	 2.3
	 	 Letter of Credit Facility
	  	 	38	  
			
	 SECTION 3.
	 	 INTEREST, FEES AND CHARGES
	  	 	40	  
	 3.1
	 	 Interest
	  	 	40	  
	 3.2
	 	 Fees
	  	 	41	  
	 3.3
	 	 Computation of Interest, Fees, Yield Protection
	  	 	42	  
	 3.4
	 	 Reimbursement Obligations
	  	 	42	  
	 3.5
	 	 Illegality
	  	 	43	  
	 3.6
	 	 Inability to Determine Rates
	  	 	43	  
	 3.7
	 	 Increased Costs; Capital Adequacy
	  	 	43	  
	 3.8
	 	 Mitigation
	  	 	44	  
	 3.9
	 	 Funding Losses
	  	 	44	  
	 3.10
	 	 Maximum Interest
	  	 	45	  
			
	 SECTION 4.
	 	 LOAN ADMINISTRATION
	  	 	45	  
	 4.1
	 	 Manner of Borrowing and Funding Revolver Loans
	  	 	45	  
	 4.2
	 	 Defaulting Lender
	  	 	47	  
	 4.3
	 	 Number and Amount of LIBOR Loans; Determination of Rate
	  	 	48	  
	 4.4
	 	 Borrower Agent
	  	 	48	  
	 4.5
	 	 One Obligation
	  	 	48	  
	 4.6
	 	 Effect of Termination
	  	 	49	  
	 4.7
	 	 Renewal Discussions
	  	 	49	  
			
	 SECTION 5.
	 	 PAYMENTS
	  	 	49	  
	 5.1
	 	 General Payment Provisions
	  	 	49	  
	 5.2
	 	 Repayment of Revolver Loans
	  	 	49	  
	 5.3
	 	 Application of Certain Prepayment
	  	 	50	  
	 5.4
	 	 Payment of Other Obligations
	  	 	50	  
	 5.5
	 	 Marshaling; Payments Set Aside
	  	 	50	  
	 5.6
	 	 Post-Default Allocation of Payments
	  	 	50	  
	 5.7
	 	 Application of Payments
	  	 	51	  
	 5.8
	 	 Loan Account; Account Stated
	  	 	51	  
	 5.9
	 	 Taxes
	  	 	52	  
	 5.10
	 	 Lender Tax Information
	  	 	52	  
	 5.11
	 	 Nature and Extent of Each Borrower’s Liability
	  	 	53	  
	 5.12
	 	 Keepwell
	  	 	55	  









							
			
	 SECTION 6.
	 	 CONDITIONS PRECEDENT
	  	 	56	  
	 6.1
	 	 Conditions to Initial Loans
	  	 	56	  
	 6.2
	 	 Conditions Precedent to All Credit Extensions
	  	 	57	  
			
	 SECTION 7.
	 	 COLLATERAL
	  	 	58	  
	 7.1
	 	 Grant of Security Interest
	  	 	58	  
	 7.2
	 	 Lien on Deposit Accounts; Cash Collateral
	  	 	59	  
	 7.3
	 	 [Reserved]
	  	 	59	  
	 7.4
	 	 Other Collateral
	  	 	59	  
	 7.5
	 	 No Assumption of Liability
	  	 	59	  
	 7.6
	 	 Further Assurances
	  	 	60	  
	 7.7
	 	 Release of Collateral
	  	 	60	  
			
	 SECTION 8.
	 	 COLLATERAL ADMINISTRATION
	  	 	60	  
	 8.1
	 	 Borrowing Base Certificates
	  	 	60	  
	 8.2
	 	 Administration of Accounts
	  	 	60	  
	 8.3
	 	 Administration of Inventory
	  	 	61	  
	 8.4
	 	 Administration of Equipment
	  	 	62	  
	 8.5
	 	 Administration of Deposit Accounts
	  	 	62	  
	 8.6
	 	 General Provisions
	  	 	62	  
	 8.7
	 	 Power of Attorney
	  	 	64	  
			
	 SECTION 9.
	 	 REPRESENTATIONS AND WARRANTIES
	  	 	64	  
	 9.1
	 	 General Representations and Warranties
	  	 	64	  
	 9.2
	 	 Complete Disclosure
	  	 	69	  
			
	 SECTION 10.
	 	 COVENANTS AND CONTINUING AGREEMENTS
	  	 	70	  
	 10.1
	 	 Affirmative Covenants
	  	 	70	  
	 10.2
	 	 Negative Covenants
	  	 	73	  
	 10.3
	 	 Financial Covenants
	  	 	80	  
			
	 SECTION 11.
	 	 EVENTS OF DEFAULT; REMEDIES ON DEFAULT
	  	 	80	  
	 11.1
	 	 Events of Default
	  	 	80	  
	 11.2
	 	 Remedies upon an Event of Default
	  	 	82	  
	 11.3
	 	 License
	  	 	82	  
	 11.4
	 	 Setoff
	  	 	82	  
	 11.5
	 	 Remedies Cumulative; No Waiver
	  	 	83	  
			
	 SECTION 12.
	 	 AGENT
	  	 	83	  
	 12.1
	 	 Appointment, Authority and Duties of Agent
	  	 	83	  
	 12.2
	 	 Agreements Regarding Collateral and Field Examination Reports
	  	 	84	  
	 12.3
	 	 Reliance By Agent
	  	 	85	  
	 12.4
	 	 Action Upon Default
	  	 	85	  
	 12.5
	 	 Ratable Sharing
	  	 	85	  
	 12.6
	 	 Indemnification
	  	 	86	  
	 12.7
	 	 Limitation on Responsibilities of Agent
	  	 	86	  
	 12.8
	 	 Successor Agent and Co-Agents
	  	 	86	  
	 12.9
	 	 Due Diligence and Non-Reliance
	  	 	87	  
	 12.10
	 	 Replacement of Certain Lenders
	  	 	87	  
	 12.11
	 	 Remittance of Payments and Collections
	  	 	87	  
	 12.12
	 	 Agent in its Individual Capacity
	  	 	88	  
	 12.13
	 	 Bank Product Providers
	  	 	88	  
	 12.14
	 	 Agent Titles
	  	 	88	  
	 12.15
	 	 No Third Party Beneficiaries
	  	 	88	  


  
 (ii) 









							
	 SECTION 13.
	 	 BENEFIT OF AGREEMENT; ASSIGNMENTS AND PARTICIPATIONS
	  	 	89	  
	 13.1
	 	 Successors and Assigns
	  	 	89	  
	 13.2
	 	 Participations
	  	 	89	  
	 13.3
	 	 Assignments
	  	 	89	  
			
	 SECTION 14.
	 	 MISCELLANEOUS
	  	 	90	  
	 14.1
	 	 Consents, Amendments and Waivers
	  	 	90	  
	 14.2
	 	 Indemnity
	  	 	91	  
	 14.3
	 	 Notices and Communications
	  	 	92	  
	 14.4
	 	 Performance of Borrowers’ Obligations
	  	 	92	  
	 14.5
	 	 Credit Inquiries
	  	 	92	  
	 14.6
	 	 Severability
	  	 	92	  
	 14.7
	 	 Cumulative Effect; Conflict of Terms
	  	 	93	  
	 14.8
	 	 Counterparts
	  	 	93	  
	 14.9
	 	 Entire Agreement
	  	 	93	  
	 14.10
	 	 Relationship with Lenders
	  	 	93	  
	 14.11
	 	 No Advisory or Fiduciary Responsibility
	  	 	93	  
	 14.12
	 	 Confidentiality
	  	 	94	  
	 14.13
	 	 GOVERNING LAW
	  	 	94	  
	 14.14
	 	 Consent to Forum
	  	 	94	  
	 14.15
	 	 Waivers by Borrowers
	  	 	94	  
	 14.16
	 	 Patriot Act Notice
	  	 	95	  
			
	 SECTION 15.
	 	 AMENDMENT AND RESTATEMENT
	  	 	95	  
	 15.1
	 	 Amendment and Restatement; No Novation
	  	 	95	  
	 15.2
	 	 Effect on Existing Loan and Security Agreement and on the Obligations
	  	 	95	  
	 15.3
	 	 No Implied Waivers
	  	 	96	  
	 15.4
	 	 Reaffirmation of Liens and Loan Documents
	  	 	96	  
	 15.5
	 	 Loans Under the Existing Loan and Security Agreement
	  	 	96	  


  
 (iii) 








 LIST OF EXHIBITS AND SCHEDULES 

 

			
	Exhibit A-1	  	Tranche A Revolver Note
	Exhibit A-2	  	Tranche B Revolver Note
	Exhibit B	  	Joinder Agreement
	Exhibit C	  	Assignment and Acceptance
	Exhibit D	  	Assignment Notice
	Exhibit E	  	Compliance Certificate
	Exhibit F	  	Continuing Letters of Credit
		
	Schedule 1.1	  	Commitments of Lenders
	Schedule 8.5	  	Deposit Accounts
	Schedule 8.6.1	  	Business Locations
	Schedule 9.1.4	  	Names and Capital Structure
	Schedule 9.1.11	  	Patents, Trademarks, Copyrights and Licenses
	Schedule 9.1.14	  	Environmental Matters
	Schedule 9.1.15	  	Restrictive Agreements
	Schedule 9.1.16	  	Litigation
	Schedule 9.1.18	  	Pension Plans
	Schedule 9.1.20	  	Labor Contracts
	Schedule 10.2.2	  	Existing Liens
	Schedule 10.2.5	  	Existing Investments
	Schedule 10.2.17	  	Existing Affiliate Transactions


  
 (iv) 








 SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT 

THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of June 30, 2014, among OLYMPIC STEEL, INC.,
an Ohio corporation (“Olympic Steel”), OLYMPIC STEEL LAFAYETTE, INC., an Ohio corporation (“Olympic Lafayette”), OLYMPIC STEEL MINNEAPOLIS, INC., a Minnesota corporation
(“Olympic Minneapolis”), OLYMPIC STEEL IOWA, INC., an Iowa corporation (“Olympic Iowa”), OLY STEEL WELDING, INC., a Michigan corporation (“Oly Welding”), OLY
STEEL NC, INC., a Delaware corporation (“Oly NC”), TINSLEY GROUP-PS&W, INC., a North Carolina corporation (“Tinsley Group”), IS ACQUISITION, INC., an Ohio corporation (“IS
Acquisition”), CHICAGO TUBE AND IRON COMPANY, a Delaware corporation (“Chicago Tube and Iron”) (Olympic Steel, Olympic Lafayette, Olympic Minneapolis, Olympic Iowa, Oly Welding, Oly NC, Tinsley Group, IS Acquisition
and Chicago Tube and Iron, collectively, “Borrowers”), the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking
association, as agent for the Lenders (together with its successors and assigns, “Agent”), amends and restates in its entirety the Amended and Restated Loan and Security Agreement (as amended to the date hereof, without giving
effect to the amendments and restatements set forth herein, the “Existing Loan and Security Agreement”), dated as of July 1, 2011, among the Borrowers party thereto, the financial institutions party thereto as lenders and Bank
of America, N.A., as agent for such lenders. 
 R E C I T A L S: 

Borrowers have requested that Lenders amend and restate the Existing Loan and Security Agreement and provide (and continue to provide) credit
facilities to Borrowers to finance their mutual and collective business enterprise. Lenders are willing to amend and restate the Existing Loan and Security Agreement and to provide (and continue to provide) the credit facilities on the terms and
subject to conditions set forth in this Agreement. 
 NOW, THEREFORE, for valuable consideration hereby acknowledged, the parties
agree as follows: 
  

	SECTION 1.	DEFINITIONS; RULES OF CONSTRUCTION 

 1.1 Definitions. As used herein, the
following terms have the meanings set forth below: 
 Account: as defined in the UCC, including all rights to payment for goods sold
or leased, or for services rendered. 
 Account Debtor: a Person who is obligated under an Account, Chattel Paper or General
Intangible. 
 Acquisition: any transaction or series of related transactions for the purpose of or resulting, directly or
indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of any business or division of a Person, (b) the acquisition of in excess of 50% of record or beneficial ownership of any Equity Interests of any
Person or otherwise causing any Person to become a Subsidiary of a Borrower, or (c) a merger or consolidation or any other combination with another Person. 

Adjusted EBITDA: EBITDA plus, with respect to any Target whose results of operations and financial position have been included
in the financial statements received by Agent pursuant to Section 10.1.2(c) for less than 12 fiscal months, Pro Forma EBITDA allocated to each month prior to the Acquisition thereof included in the trailing 12 fiscal month period for
which EBITDA is being calculated, minus with respect to any Asset Disposition consummated within the period in question, EBITDA attributable to the Subsidiary, profit centers, or other asset which is the subject of such Asset Disposition from
the beginning of such period until the date of consummation of such Asset Disposition. 







 Adjusted Fixed Charge Coverage Ratio: the ratio, determined on a consolidated basis for
Borrowers and Subsidiaries for the most recent twelve fiscal month period, of (a) Adjusted EBITDA minus Capital Expenditures (excluding (i) those financed with Borrowed Money (other than Revolver Loans), (ii) the portion
thereof funded with the Net Proceeds from a Permitted Asset Disposition of Equipment which Borrowers are permitted to use to purchase assets pursuant to Section 8.6.2(c) or with the Net Proceeds from a Permitted Asset Disposition of Real
Estate and (iii) the portion thereof funded with the proceeds of casualty insurance or condemnation awards in respect of any Equipment which Borrowers are not required to use to prepay the Loans pursuant to Section 8.6.2(b) or with
the proceeds of casualty insurance or condemnation awards in respect of any Real Estate) and cash taxes paid (other than to the extent deducted in calculating EBITDA for the applicable measurement period), to (b) Fixed Charges minus,
without duplication, interest and principal payments on Borrowed Money for such twelve fiscal month period that would have been paid from the proceeds of any Asset Dispositions consummated within such twelve fiscal month period if such Asset
Disposition was consummated on the first day of such twelve fiscal month period. 
 Affiliate: with respect to any Person, another
Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “Control” means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have correlative meanings. 

Agent Indemnitees: Agent and its officers, directors, employees, Affiliates, agents and attorneys. 

Agent Professionals: attorneys, accountants, appraisers, auditors, business valuation experts, environmental engineers or consultants,
turnaround consultants, and other professionals and experts retained by Agent. 
 Aggregate Borrowing Base: on any date of
determination, an amount equal to the sum of the Tranche A Borrowing Base plus the Tranche B Borrowing Base, minus the Availability Reserve. 

Allocable Amount: as defined in Section 5.11.3. 

Anti-Terrorism Laws: any laws relating to terrorism or money laundering, including the Patriot Act. 

Applicable Law: all laws, rules, regulations and governmental binding guidelines applicable to the Person, conduct, transaction,
agreement or matter in question, including all applicable statutory law, common law and equitable principles, and all provisions of constitutions, treaties, statutes, rules, regulations, orders and decrees of Governmental Authorities. 

  
 -4- 








 Applicable Margin: (A) with respect to any Type of Loan, the margin set forth below,
and with respect to the fee payable pursuant to Section 3.2.2, the letter of credit fee percentage (the “LC Fee Percentage”) set forth below, in each case as determined by average daily Availability for the last Fiscal
Quarter: 
  

																							
	 Level
	  	 Average Daily
Availability
	  	Base Rate
Tranche A
Revolver
Loans	 	 	LIBOR Tranche
A Revolver
Loans	 	 	Base Rate
Tranche B
Loans	 	 	LIBOR
Tranche B
Loans	 	 	LC Fee
Percentage	 
	I	  	< $75,000,000	  	 	0.25	% 	 	 	1.75	% 	 	 	1.50	% 	 	 	3.00	% 	 	 	2.00	% 
	II	  	>$75,000,000< $150,000,000	  	 	0.00	% 	 	 	1.50	% 	 	 	1.25	% 	 	 	2.75	% 	 	 	1.50	% 
	III	  	> $150,000,000	  	 	0.00	% 	 	 	1.25	% 	 	 	1.00	% 	 	 	2.50	% 	 	 	1.25	% 

 and (B) with respect to the fee payable pursuant to Section 3.2.1, the unused line fee percentage (the
“Unused Line Fee Percentage”) set forth below, as determined by the Revolver Utilization for the last Fiscal Quarter: 
  

							
	 Level
	  	 Revolver Utilization
	  	Unused Line Fee Percentage	 
			
	I	  	> 50% of the aggregate amount of Revolver Commitments in effect	  	 	0.250	% 
	II	  	< 50% of the aggregate amount of Revolver Commitments in effect	  	 	0.375	% 

 Until December 31, 2014, margins and the LC Fee Percentage shall be determined as if Level II were applicable and the
Unused Line Fee Percentage shall be determined as if Level I were applicable. As of December 31, 2014 and thereafter, the margins and the LC Fee Percentage shall be subject to increase or decrease based on Availability, and the Unused Line Fee
Percentage shall be subject to increase or decrease based on the Revolver Utilization, as determined in each case by Agent for the last Fiscal Quarter, which change shall be effective on the first day of the Fiscal Quarter immediately following such
Fiscal Quarter. 
 Approved Fund: any Person (other than a natural person) that is engaged in making, purchasing, holding or
otherwise investing in commercial loans and similar extensions of credit in its ordinary course of activities, and is administered or managed by a Lender, an entity that administers or manages a Lender, or an Affiliate of either. 

Asset Disposition: a sale, lease, license, consignment, transfer or other disposition of Property of an Obligor, including a
disposition of Property in connection with a sale-leaseback transaction or synthetic lease. 
 Assignment and Acceptance: an
assignment agreement between a Lender and Eligible Assignee, in the form of Exhibit C. 
 Availability: the Aggregate
Borrowing Base minus the principal balance of all Revolver Loans. 
 Availability Reserve: the sum (without duplication) of
(a) the Inventory Reserve; (b) the Rent and Charges Reserve; (c) the LC Reserve; (d) the Bank Product Reserve; (e) the aggregate amount of liabilities secured by Liens upon Collateral that are senior to Agent’s Liens
(but imposition of any such reserve shall not waive an Event of Default arising therefrom, if any); and (f) such additional reserves, in such amounts and with respect to such matters, as Agent in its Permitted Discretion may elect to impose
from time to time. 

  
 -5- 








 Bank of America: Bank of America, N.A., a national banking association, and its successors
and assigns. 
 Bank of America Indemnitees: Bank of America and its officers, directors, employees, Affiliates, agents and
attorneys. 
 Bank Product: any of the following products, services or facilities extended to any Borrower or Subsidiary by a Lender
or any of its Affiliates: (a) Cash Management Services; (b) products under the Continuing Hedging Agreement and other Hedging Agreements; (c) commercial credit card and merchant card services; and (d) leases and other banking
products or services as may be requested by any Borrower or Subsidiary, other than Letters of Credit. 
 Bank Product Amount: as
defined in the definition of Secured Bank Product Obligations. 
 Bank Product Debt: Debt and other obligations of an Obligor
relating to Bank Products. 
 Bank Product Reserve: the aggregate amount of reserves established by Agent from time to time in its
discretion in respect of Secured Bank Product Obligations. 
 Bankruptcy Code: Title 11 of the United States Code. 

Base Rate: for any day, a per annum rate equal to the greatest of (a) the Prime Rate for such day; (b) the Federal Funds Rate
for such day, plus 0.50%; and (c) LIBOR for a 30 day interest period as determined on such day, plus 1.5%. 
 Base Rate Loan:
any Loan that bears interest based on the Base Rate. 
 Base Rate Revolver Loan: a Revolver Loan that bears interest based on the
Base Rate. 
 Base Rate Tranche A Revolver Loan: a Tranche A Revolver Loan that bears interest based on the Base Rate. 

Base Rate Tranche B Revolver Loan: a Tranche B Revolver Loan that bears interest based on the Base Rate. 

Board of Governors: the Board of Governors of the Federal Reserve System. 

Borrowed Money: with respect to any Obligor, without duplication, its (a) indebtedness that (i) arises from the lending of
money by any Person to such Obligor, (ii) is evidenced by notes, drafts, bonds, debentures, credit documents or similar instruments, (iii) accrues interest or is a type upon which interest charges are customarily paid (excluding trade
payables owing in the Ordinary Course of Business), or (iv) was issued or assumed as full or partial payment for Property; (b) Capital Leases; (c) reimbursement obligations with respect to letters of credit; and (d) guaranties of
any indebtedness of the foregoing types owing by another Person. 
 Borrower Agent: as defined in Section 4.4. 

Borrowing: a group of Loans of one Type that are made on the same day or are converted into Loans of one Type on the same day. 

  
 -6- 








 Borrowing Base Certificate: a certificate, in form and substance satisfactory to Agent, by
which Borrowers certify calculation of the Tranche A Borrowing Base, the Tranche B Borrowing Base and the Aggregate Borrowing Base. 

Business Day: any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of,
or are in fact closed in, North Carolina, Ohio or Illinois, and if such day relates to a LIBOR Loan, any such day on which dealings in Dollar deposits are conducted between banks in the London interbank Eurodollar market. 

Capital Expenditures: all liabilities incurred or expenditures made by a Borrower or Subsidiary for the acquisition of fixed assets, or
any improvements, replacements, substitutions or additions thereto with a useful life of more than one year. 
 Capital Lease: any
lease that is required to be capitalized for financial reporting purposes in accordance with GAAP. 
 Cash Collateral: cash, and any
interest or other income earned thereon, that is delivered to Agent to Cash Collateralize any Obligations. 
 Cash Collateral
Account: a demand deposit, money market or other account established by Agent at such financial institution as Agent may select in its Permitted Discretion, which account shall be subject to Agent’s Liens for the benefit of Secured Parties.

 Cash Collateralize: the delivery of cash to Agent, as security for the payment of Obligations, in an amount equal to (a) with
respect to LC Obligations, 103% of the aggregate LC Obligations, and (b) with respect to any inchoate, contingent or other Obligations (including Secured Bank Product Obligations), Agent’s good faith estimate of the amount due or to become
due, including all fees and other amounts relating to such Obligations. “Cash Collateralization” has a correlative meaning. 

Cash Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of,
the United States government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in
each case which are issued by Bank of America or a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by Moody’s at the time of acquisition, and
(unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank described in
clause (b); (d) commercial paper issued by Bank of America or rated A-1 (or better) by S&P or P-1 (or better) by Moody’s, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has
substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either Moody’s or S&P. 

Cash Management Services: any services provided from time to time by any Lender or any of its Affiliates to any Borrower or Subsidiary
in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository,
information reporting, lockbox and stop payment services. 
 CERCLA: the Comprehensive Environmental Response Compensation and
Liability Act (42 U.S.C. § 9601 et seq.). 

  
 -7- 








 Change in Law: the occurrence, after the date hereof, of (a) the adoption or taking
effect of any law, rule, regulation or treaty; (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority; or (c) the making or issuance of any
request, binding guideline or directive by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines
or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar
authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued. 

Change of Control: 
 (a)
unless pursuant to mergers, consolidations or other business combinations permitted by Section 10.2.9(a), Olympic Steel ceases to own and control, beneficially and of record, directly or indirectly, all Equity Interests in any other
Borrower or any Inactive Subsidiary; 
 (b) the acquisition of ownership or voting control, directly or indirectly, beneficially or of
record, on or after the Original Closing Date, by any Person or group (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934 (the “1934 Act”), as then in effect), of
shares representing more than 25% of the aggregate Ordinary Voting Power represented by the issued and outstanding capital stock of Olympic Steel; 

(c) the occupation of a majority of the seats (other than vacant seats) on the board of directors of Olympic Steel by Persons who were neither
(i) nominated by the board of directors of Olympic Steel nor (ii) appointed by directors so nominated, unless approved by the then majority of directors; or 

(d) unless permitted by clause (g) of the definition of the term “Permitted Asset Disposition” or in connection with a
transaction permitted by Section 10.2.9(a), the sale or transfer of all or substantially all of a Borrower’s assets are sold or transferred, in a single transaction or a series of related transactions, to any person (within the meaning of
Rule 13d-3 of the Securities Exchange Commission under the 1934 Act, as in effect on the Closing Date) or related persons constituting a group (within the meaning of Rule 13d-3 of the Securities Exchange Commission under the 1934 Act, as in effect
on the Closing Date). 
 For purposes of this definition, “Ordinary Voting Power” means the aggregate voting power attributable to all
shares of Voting Stock of Olympic Steel for purposes of electing directors of Olympic Steel; and “Voting Stock” means shares of capital stock of any class or classes of a Person the holders of which are ordinarily, in the absence of
contingencies, entitled to elect corporate directors (or Persons performing similar functions). 
 Claims: all claims, liabilities,
obligations, losses, damages, penalties, judgments, proceedings, interest, costs and expenses of any kind (including remedial response costs, reasonable attorneys’ fees and Extraordinary Expenses) at any time (including after Full Payment of
the Obligations, resignation or replacement of Agent, or replacement of any Lender) incurred by any Indemnitee or asserted against any Indemnitee by any Obligor or other Person in any way relating to (a) any Loans, Letters of Credit, Loan
Documents, or the use thereof or transactions relating thereto, (b) any action taken or omitted to be taken by any Indemnitee in connection with any Loan Documents, (c) the existence or perfection of any Liens, or realization upon any
Collateral, (d) exercise of any rights or remedies under any Loan Documents or Applicable Law, or (e) failure by any Obligor to perform or observe any terms of any Loan Document, in each case including all costs and expenses relating to
any investigation, litigation, arbitration or other proceeding (including an Insolvency Proceeding or appellate proceedings), whether or not the applicable Indemnitee is a party thereto. 

  
 -8- 








 Closing Date: as defined in Section 6.1. 

Code: the Internal Revenue Code of 1986, as amended. 

Collateral: all Property described in Section 7.1, all Property described in any Security Documents as security for any
Obligations, and all other Property that now or hereafter secures (or is intended to secure) any Obligations. 
 Commitment: for any
Lender, the aggregate amount of such Lender’s Revolver Commitment. “Commitments” means the aggregate amount of all Revolver Commitments. 

Commitment Termination Date: the earliest to occur of (a) the Tranche A Revolver Termination Date; (b) the date on which
Borrowers terminate the Revolver Commitments pursuant to Section 2.1.4; and (c) the date on which the Revolver Commitments are terminated pursuant to Section 11.2. 

Commodity Exchange Act: the Commodity Exchange Act (7 U.S.C. § 1 et seq.). 

Compliance Certificate: a certificate, substantially in the form of Exhibit E or otherwise in form and substance satisfactory to
Agent, by which Borrowers certify compliance with Section 10.3 and calculate the Fixed Charge Coverage Ratio for the applicable period (regardless of whether compliance with the Fixed Charge Coverage Ratio is tested for such
period). 
 Contingent Obligation: any obligation of a Person arising from a guaranty, indemnity or other assurance of payment
or performance of any Debt, lease, dividend or other obligation (“primary obligations”) of another obligor (“primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person
under any (a) guaranty, endorsement, co-making or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; and
(c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth or
solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary
obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the
instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto. 

Continuing Hedging Agreement: the ISDA Master Agreement, dated as of the Prior Closing Date, among JPMorgan Chase Bank, National
Association, Chicago Tube and Iron and Olympic Steel, together with the Schedule to the Master Agreement, dated as of the Prior Closing Date, and related Confirmations (as defined therein). 

Continuing Letters of Credit: letters of credit issued by JPMorgan Chase Bank, N.A. copies of which are attached as
Exhibit F. 
 Converted Tranche A Revolver Loans: as defined in Section 15.5. 

Converted Tranche B Revolver Loans: as defined in Section 15.5. 

  
 -9- 








 Covenant Trigger Period: the period (a) commencing on the day that Availability is
less than the greater of (X) $30,000,000 and (Y) 10.0% of the aggregate amount of Revolver Commitments on such day; and (b) continuing until the day Availability has been greater than the greater of (X) $30,000,000 and
(Y) 10.0% of the aggregate amount of Revolver Commitments, in the case of clauses (b)(X) and (b)(Y), for a period of 30 consecutive days. 

CWA: the Clean Water Act (33 U.S.C. §§ 1251 et seq.). 

Debt: as applied to any Person, without duplication, (a) all Borrowed Money; (b) all Contingent Obligations; (c) all
reimbursement obligations in connection with letters of credit issued for the account of such Person; and (d) in the case of a Borrower, the Obligations. The Debt of a Person shall include any recourse Debt of any partnership in which such
Person is a general partner or joint venturer. Notwithstanding the foregoing and for the avoidance of doubt, none of the obligations of Chicago Tube and Iron under the Toro AR Purchase Agreement shall constitute Debt hereunder or for the purposes of
any other Loan Document. 
 Default: an event or condition that, with the lapse of time or giving of notice, would constitute an
Event of Default. 
 Default Rate: for any Obligation (including, to the extent permitted by law, interest not paid when due), 2%
plus the interest rate otherwise applicable thereto. 
 Defaulting Lender: any Lender that, as determined by Agent, (a) has
failed to perform any funding obligations hereunder, and such failure is not cured within three Business Days; (b) has notified Agent or any Borrower that such Lender does not intend to comply with its funding obligations hereunder or has made
a public statement to the effect that it does not intend to comply with its funding obligations hereunder or under any other credit facility; (c) has failed, within three Business Days following request by Agent, to confirm in a manner
satisfactory to Agent that such Lender will comply with its funding obligations hereunder; or (d) has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance
thereof; provided, however, that a Lender shall not be a Defaulting Lender solely by virtue of a Governmental Authority’s ownership of an equity interest in such Lender or parent company. 

Deposit Account Control Agreements: the Deposit Account control agreements to be executed by an institution maintaining a Deposit
Account for a Borrower, in favor of Agent, for the benefit of Secured Parties, as security for the Obligations. 
 Designated
Jurisdiction: any country or territory that is the subject of any Sanction. 
 Distribution: any declaration or payment of a
distribution, interest or dividend on any Equity Interest (other than payment-in-kind); any distribution, advance or repayment of Debt to a holder of Equity Interests; or any purchase, redemption, or other acquisition or retirement for value of any
Equity Interest. 
 Dollars: lawful money of the United States. 

Dominion Account: a special account established by Borrowers at Bank of America or another bank acceptable to Agent, over which Agent
has exclusive control for withdrawal purposes. 
 Earn-Out Obligations: unsecured obligations incurred or owing by one or more
Borrowers to seller(s) in a Permitted Acquisition to be satisfied by payment in cash and representing “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject
to or contingent upon the revenues, income, cash flow, profits or other result of operations of any Person or business. 

  
 -10- 








 EBITDA: determined on a consolidated basis for Borrowers and Subsidiaries, net income,
calculated on a FIFO basis and before (i) interest expense, (ii) provision for income taxes, (iii) depreciation and amortization expense (including, without limitation, amortization of intangible assets and amortization of deferred
financing fees and costs), (iv) gains or losses arising from the sale of capital assets, (v) non-cash gains and losses arising from the write-up or write-down, as applicable, of assets, and any other non-cash losses and non-cash charges
(other than those representing a reserve for or actual cash item in any future period), but in each case excluding any charge that relates to the write-down or write-off of inventory, (vi) income tax refunds received in cash,
(vii) non-cash share based compensation expense and other non-cash expenses (including non-cash expenses related to purchase accounting adjustments), and (viii) any extraordinary non-cash gains (in each case, to the extent included in
determining net income). 
 Eligible Account: an Account owing to a Borrower that arises in the Ordinary Course of Business from the
sale of goods or rendition of services, is payable in Dollars and is deemed by Agent, in its Permitted Discretion, to be an Eligible Account. Without limiting the foregoing, no Account shall be an Eligible Account if (a) it is
unpaid for more than 60 days after the original due date, or more than 90 days after the original invoice date; (b) 25% or more of the Accounts owing by the Account Debtor are not Eligible Accounts under the foregoing clause; (c) when
aggregated with other Accounts owing by the Account Debtor and its Affiliates, it exceeds 25% of the aggregate Eligible Accounts (or such higher percentage as Agent may establish for the Account Debtor from time to time) (provided that only
the amount in excess of 25% (or such higher percentage) shall be deemed ineligible); (d) it does not conform in any material respect with a covenant or representation herein; (e) it is owing by a creditor or supplier, or is otherwise
subject to a potential offset, counterclaim, dispute, deduction, discount, recoupment, reserve, defense, chargeback, credit or allowance (but ineligibility shall be limited to the amount thereof); (f) an Insolvency Proceeding has been commenced
by or against the Account Debtor; or the Account Debtor has failed, has suspended or ceased doing business, is liquidating, dissolving or winding up its affairs, or is not Solvent (other than Accounts approved by Agent in its sole discretion owing
to a Borrower pursuant to an order granting critical vendor status to a Borrower) or is subject to Sanctions or any specially designated nationals list maintained by OFAC; or the Borrower is not able to bring suit or enforce remedies against the
Account Debtor through judicial process; (g) the Account Debtor is organized or has its principal offices or all or substantially all of its assets outside the United States or Canada, unless Agent has consented thereto in its sole discretion
as a result of Agent’s determination that such Account Debtor has a significant United States presence; (h) it is owing by a Governmental Authority, unless the Account Debtor is the United States or any department, agency or
instrumentality thereof and the Account has been assigned to Agent in compliance with the Assignment of Claims Act; (i) it is not subject to a duly perfected, first priority Lien in favor of Agent, or is subject to any other Lien (other than
inchoate Liens permitted by Section 10.2.2 that are at all times junior to Agent’s Liens (provided Agent may impose an Availability Reserve in the amount of the obligations secured by such Lien)); (j) the goods giving
rise to it have not been delivered to and accepted by the Account Debtor, the services giving rise to it have not been accepted by the Account Debtor, or it otherwise does not represent a final sale; (k) it is evidenced by Chattel Paper or an
Instrument of any kind, or has been reduced to judgment; (l) its payment has been extended, the Account Debtor has made a partial payment (solely with respect to the invoice relating to such Account), or it arises from a sale on a
cash-on-delivery basis; (m) it arises from a sale to an Affiliate, from a sale on a bill-and-hold, guaranteed sale, sale-or-return,
sale-on-approval, or other repurchase or return basis, or from a sale to a Person for personal, family or household purposes; (n) it represents a progress billing
or retainage, or relates to services for which a performance, surety or completion bond or similar assurance has been issued; (o) it includes a billing for interest, fees or late charges, but ineligibility shall be limited to the extent thereof
or (p) for so long as the Toro AR Purchase Agreement is in effect, it is a Toro Account. In calculating delinquent portions of Accounts under clauses (a) and (b), credit balances more than 90 days old will be excluded. 

  
 -11- 








 Eligible Assignee: a Person that is (a) a Lender, U.S.-based Affiliate of a Lender or
Approved Fund; (b) any other financial institution approved by Agent (such consent not to be unreasonably withheld) and Borrower Agent (which approval by Borrower Agent shall not be unreasonably withheld or delayed, and shall be deemed given if
no objection is made within five Business Days after notice of the proposed assignment; provided that no consent of the Borrower Agent shall be required if an Event of Default has occurred and is continuing), that is organized under the laws
of the United States or any state or district thereof, has total assets in excess of $5 billion, extends asset-based lending facilities in its ordinary course of business and whose becoming an assignee would not constitute a prohibited transaction
under Section 4975 of the Code or any other Applicable Law; and (c) during any Event of Default, any Person acceptable to Agent in its discretion. 

Eligible Equipment Component: on the date of any determination, an amount equal to $50,000,000 less the Equipment Component
Amortization; provided that the Eligible Equipment Component shall be permanently reduced to zero ($0) on the Tranche A Revolver Termination Date or such earlier date on which the Tranche A Revolver Commitments are terminated in accordance
with this Agreement. 
 Eligible In-Transit Inventory: Inventory owned by a Borrower that would be Eligible Inventory if it were not
subject to a Document and in transit from a foreign location to a location of the Borrower within the United States, and that Agent, in its Permitted Discretion, deems to be Eligible In-Transit Inventory. Without limiting the foregoing, no Inventory
shall be Eligible In-Transit Inventory unless it (a) is subject to a negotiable Document showing Agent (or, with the consent of Agent, the applicable Borrower) as consignee, which Document is in the possession of Agent or such other Person as
Agent shall approve; (b) is fully insured in a manner satisfactory to Agent; (c) has been identified to the applicable sales contract and title has passed to the applicable Borrower; (d) is not sold by a vendor that has a right to
reclaim, divert shipment of, repossess, stop delivery, claim any reservation of title or otherwise assert Lien rights against the Inventory, or with respect to whom any Borrower is in default of any obligations; (e) is subject to purchase
orders and other sale documentation satisfactory to Agent; (f) is shipped by a common carrier that is not affiliated with the vendor; and (g) is being handled by a customs broker, freight-forwarder or other handler that has delivered a
Lien Waiver. 
 Eligible Inventory: Inventory owned by a Borrower that Agent, in its Permitted Discretion, deems to be Eligible
Inventory. Without limiting the foregoing, no Inventory shall be Eligible Inventory unless it (a) is (i) finished goods, work-in-process or raw materials of a Borrower (other than Chicago Tube and Iron) and (ii) finished goods or raw
materials, but not work-in-process, of Chicago Tube and Iron, and in the case of both clause (i) and clause (ii), not packaging or shipping materials, labels, samples, display items, bags, replacement parts or manufacturing supplies;
(b) is not held on consignment (unless approved by Agent and Agent has received acceptable documentation requested by it with respect thereto), nor subject to any deposit or downpayment; (c) is in new and saleable condition and is not
damaged, defective, shopworn or otherwise unfit for sale; (d) is not slow-moving or obsolete (unless otherwise determined by Agent) or unmerchantable, and does not constitute returned or repossessed goods; (e) meets in all material
respects all standards imposed by any Governmental Authority, has not been acquired from an entity subject to Sanctions or any specially designated nationals list maintained by OFAC and complies in all materials respects with applicable
Environmental Laws; (f) conforms in all material respects with the covenants and representations herein; (g) is subject to Agent’s duly perfected, first priority Lien, and no other Lien (other than inchoate Liens permitted by
Section 10.2.2 that are at all times junior to Agent’s Liens (provided Agent may impose an Availability Reserve in the amount of the obligations secured by such Lien); (h) is within the continental United States or
Canada, is not in transit except between locations of Borrowers; (i) is not subject to any warehouse receipt or negotiable Document; (j) is not subject to any License or other arrangement that restricts such Borrower’s or Agent’s
right to dispose of such Inventory, unless Agent has received an appropriate Lien Waiver; (k) is not located on leased premises or in the possession of a warehouseman, processor, repairman, mechanic, shipper, freight forwarder or other Person,
unless the lessor or such Person has delivered a Lien Waiver or an appropriate Rent and Charges Reserve has been established; (l) is reflected in the details of a current perpetual inventory report; and (m) is located at any location if
the aggregate book value of Inventory at any such location (as reflected in the current perpetual inventory report) is less than $50,000 (unless otherwise determined by Agent it its sole discretion). 

  
 -12- 








 Enforcement Action: any action to enforce any Obligations (other than Secured Bank Product
Obligations) or Loan Documents or to exercise any rights or remedies relating to any Collateral (whether by judicial action, self-help, notification of Account Debtors, exercise of setoff or recoupment, exercise of any right to vote or act in an
Obligor’s Insolvency Proceeding, or otherwise). 
 Environmental Laws: all Applicable Laws (including all permits, rules, and
regulations promulgated by regulatory agencies), relating to pollution, protection of the environment and/or the health/safety of Persons from exposure to Hazardous Materials (but excluding occupational safety and health, to the extent regulated by
OSHA), including CERCLA, RCRA and CWA. 
 Environmental Notice: a notice (whether written or, to any Borrower’s knowledge, oral)
from any Governmental Authority or other Person of any possible noncompliance with, investigation of a possible violation of, litigation relating to, or potential fine or liability (i) under any Environmental Law, or with respect to
(ii) any Environmental Release, (iii) environmental pollution or (iv) exposure to Hazardous Materials. 
 Environmental
Release: a release as defined in CERCLA or under any other Environmental Law. 
 Equipment Component Amortization: an amount
equal to the product of (a) $1,785,714.29 (b) the number of completed full calendar quarters following the Closing Date. 

Equity Interest: the interest of any (a) shareholder in a corporation; (b) partner in a partnership (whether general,
limited, limited liability or joint venture); (c) member in a limited liability company; or (d) other Person having any other form of equity security or ownership interest. 

ERISA: the Employee Retirement Income Security Act of 1974. 

ERISA Affiliate: any trade or business (whether or not incorporated) under common control with an Obligor within the meaning of
Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code). 

ERISA Event: (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Obligor or ERISA Affiliate from a
Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under
Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Obligor or ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to
terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) any Obligor or ERISA Affiliate fails
to meet any funding obligations with respect to any Pension Plan or Multiemployer Plan, or requests a minimum funding waiver; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (g) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any
Obligor or ERISA Affiliate. 

  
 -13- 








 Event of Default: as defined in Section 11. 

Excluded Swap Obligation: with respect to an Obligor, each Swap Obligation as to which, and only to the extent that, such
Obligor’s guaranty of or grant of a Lien as security for such Swap Obligation is or becomes illegal under the Commodity Exchange Act because the Obligor does not constitute an “eligible contract participant” as defined in such act
(determined after giving effect to any keepwell, support or other agreement for the benefit of such Obligor and all guarantees of Swap Obligations by other Obligors) when such guaranty or grant of Lien becomes effective with respect to the Swap
Obligation. If a Hedging Agreement governs more than one Swap Obligation, only the Swap Obligation(s) or portions thereof described in the foregoing sentence shall be Excluded Swap Obligation(s) for the applicable Obligor. 

Excluded Accounts: as defined in Section 8.5. 

Excluded Equity: (i) any voting stock in excess of 65% of the outstanding voting stock of any Foreign Subsidiary or any
disregarded entity that owns any Equity Interest in a Foreign Subsidiary and (ii) any Equity Interest in G.S.P., LLC held by an Obligor to the extent the terms of the organizational documents of G.S.P., LLC do not permit the grant of a security
interest in G.S.P., LLC by the holder thereof or the approval or consent to the creation of a security interest in such Equity Interest that is required under such organizational documents has not been obtained. For the purposes of this definition,
“voting stock” means, with respect to any issuer, the issued and outstanding shares of each class of Equity Interests of such issuer entitled to vote (within the meaning of Treasury Regulations § 1.956-2(c)(2)). 

Excluded Tax: with respect to Agent, any Lender, Issuing Bank or any other recipient of a payment to be made by or on account of any
Obligation, (a) taxes imposed on or measured by (in whole or in part) its overall revenue, overall net income (however denominated), net assets, capital or net worth and franchise taxes imposed on it in lieu thereof, by the jurisdiction (or any
political subdivision thereof) (i) under the laws of which such recipient is organized or in which its principal office is located, (ii) in which it is doing business or with which it has a present or former connection, in each case, other
than as a result of the Loan Documents, or (iii) in the case of any Lender, in which its applicable Lending Office is located; (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction
in which any Borrower is located; (c) any backup withholding of tax required by the Code to be withheld from amounts payable to a Lender that has failed to comply with Section 5.10; (d) in the case of a Foreign Lender, any
United States withholding of tax that is (i) required pursuant to laws in force at the time such Lender becomes a Lender (or designates a new Lending Office) hereunder, or (ii) attributable to such Lender’s failure or inability (other
than as a result of a Change in Law) to comply with Section 5.10, except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive
additional amounts from Borrowers with respect to such withholding of tax; and (e) any Taxes imposed on any payment payable to such recipient as a result of the failure of such recipient to satisfy the applicable requirements set forth in
FATCA. 
 Existing Secured Bank Product Provider means (i) JPMorgan Chase Bank, National Association with respect to the
“Specified Bank Product” (consisting of ACH Credit, ACH Debit and Purchase Card services) as defined in and pursuant to its Bank Product Notice, dated as of July 1, 2011, (ii) JPMorgan Chase Bank, National Association with
respect to the “Specified Bank Product” (consisting of ISDA Master Agreement, dated as of July 1, 2011, Schedules thereto dated as of July 1, 2011 and Confirmations exchanged from time to time pursuant thereto) as defined in and
pursuant to its Bank Product Notice, dated as of July 1, 2011, and (iii) KeyBank National Association, with respect to the “Specified Bank Product” (consisting of Automated Clearinghouse Originations) as defined in and pursuant
to its Bank Product Notice, dated as of July 1, 2011. 

  
 -14- 








 Existing Letters of Credit: collectively, all “Letters of Credit” (as defined in
the Existing Loan and Security Agreement on the date hereof) under the Existing Loan and Security Agreement on the Closing Date. 

Extraordinary Expenses: all costs, expenses or advances that Agent may incur during an Event of Default, or during the pendency of an
Insolvency Proceeding of an Obligor, including those relating to (a) any audit, inspection, repossession, storage, repair, appraisal, insurance, manufacture, preparation or advertising for sale, sale, collection, or other preservation of or
realization upon any Collateral; (b) any action, arbitration or other proceeding (whether instituted by or against Agent, any Lender, any Obligor, any representative of creditors of an Obligor or any other Person) in any way relating to any
Collateral (including the validity, perfection, priority or avoidability of Agent’s Liens with respect to any Collateral), Loan Documents, Letters of Credit or Obligations, including any lender liability or other Claims; (c) the exercise,
protection or enforcement of any rights or remedies of Agent in, or the monitoring of, any Insolvency Proceeding; (d) settlement or satisfaction of any taxes, charges or Liens with respect to any Collateral; (e) any Enforcement Action;
(f) negotiation and documentation of any modification, waiver, workout, restructuring or forbearance with respect to any Loan Documents or Obligations; and (g) Protective Advances. Such costs, expenses and advances include transfer fees,
Other Taxes, storage fees, insurance costs, permit fees, utility reservation and reasonable standby fees, legal fees, appraisal fees, brokers’ fees and commissions, auctioneers’ fees and commissions, accountants’ fees, environmental
study fees, wages and salaries paid to employees of any Obligor or independent contractors in liquidating any Collateral, and travel expenses. 

FATCA: Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is
substantively comparable and not materially more onerous to comply with), and any agreements entered into pursuant to Section 1471(b)(1) of the Code. 

Federal Funds Rate: (a) the weighted average of interest rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers on the applicable Business Day (or on the preceding Business Day, if the applicable day is not a Business Day), as published by the Federal Reserve Bank of New York on the next Business Day; or
(b) if no such rate is published on the next Business Day, the average rate (rounded up, if necessary, to the nearest 1/8 of 1%) charged to Bank of America on the applicable day on such transactions, as determined by Agent. 

Fee Letter: the fee letter agreement, dated as of April 22, 2014, between Agent and Olympic Steel. 

Fiscal Quarter: each period of three fiscal months, commencing on the first day of a Fiscal Year. 

Fiscal Year: the fiscal year of Borrowers and Subsidiaries for accounting and tax purposes, ending on December 31 of each year.

 Fixed Charge Coverage Ratio: the ratio, determined on a consolidated basis for Borrowers and Subsidiaries for the most recent
twelve fiscal month period, of (a) EBITDA minus Capital Expenditures (excluding (i) those financed with Borrowed Money (other than Revolver Loans), (ii) the portion thereof funded with the Net Proceeds from Permitted Asset
Disposition of Equipment which Borrowers are permitted to use to purchase assets pursuant to Section 8.6.2(c) or with the Net Proceeds from Permitted Asset Disposition of Real Estate and (iii) the portion thereof funded with the
proceeds of casualty insurance or condemnation awards in respect of any Equipment which Borrowers are not required to use to prepay the Loans pursuant to Section 8.6.2(b) or with the proceeds of casualty insurance or condemnation awards
in respect of any Real Estate) and cash taxes paid (other than to the extent deducted in calculating EBITDA for the applicable measurement period), to (b) Fixed Charges. 

  
 -15- 








 Fixed Charges: the sum of: 

(a) interest paid or required to be paid in cash, 

(b) all scheduled principal payments made on Borrowed Money (after giving effect to any prepayments paid in cash that reduce the amount of
such required payments), and 
 (c) Distributions (other than Upstream Payments) and repurchases of Equity Interests made by or on behalf of
Olympic Steel. 
 FLSA: the Fair Labor Standards Act of 1938. 

Foreign Lender: any Lender that is not a U.S. person as defined in Section 7701(a)(3) of the Code. 

Foreign Plan: any employee benefit plan or arrangement (a) maintained or contributed to by any Obligor or Subsidiary that is not
subject to the laws of the United States; or (b) mandated by a government other than the United States for employees of any Obligor or Subsidiary. 

Foreign Subsidiary: a Subsidiary that is a “controlled foreign corporation” under Section 957 of the Code, such that a
guaranty by such Subsidiary of the Obligations or a Lien on the assets of such Subsidiary to secure the Obligations would result in material tax liability to Borrowers. 

Fronting Exposure: a Defaulting Lender’s Pro Rata share of LC Obligations or Swingline Loans, as applicable, except to the extent
allocated to other Lenders under Section 4.2. 
 Full Payment: with respect to any Obligations, (a) the full and
indefeasible cash payment thereof (other than inchoate or contingent or reimbursable obligations for which no claim has been asserted), including any interest, fees and other charges accruing during an Insolvency Proceeding (whether or not allowed
in the proceeding); (b) if such Obligations are LC Obligations or inchoate or contingent in nature (other than inchoate or contingent or reimbursable obligations for which no claim has been asserted), Cash Collateralization thereof (or delivery
of a standby letter of credit acceptable to Agent in its discretion, in the amount of required Cash Collateral); and (c) a release of any Claims of Obligors against Agent, Lenders and Issuing Bank arising on or before the payment date. No Loans
shall be deemed to have been paid in full until all Commitments related to such Loans have expired or been terminated. 
 GAAP:
generally accepted accounting principles in effect in the United States from time to time. 
 Governmental Approvals: all
authorizations, consents, approvals, licenses and exemptions of, registrations and filings with, and required reports to, all Governmental Authorities. 

Governmental Authority: any federal, state, municipal, foreign or other governmental department, agency, commission, board, bureau,
court, tribunal, instrumentality, political subdivision, or other entity or officer exercising executive, legislative, judicial, regulatory or administrative functions for or pertaining to any government or court, in each case whether associated
with the United States, a state, district or territory thereof, or a foreign entity or government. 

  
 -16- 








 G.S.P., LLC: G.S.P., LLC., a Michigan limited liability company. 

Guarantor Payment: as defined in Section 5.11.3. 

Guarantors: each Person who guarantees payment or performance of any Obligations. 

Guaranty: each guaranty agreement executed by a Guarantor in favor of Agent. 

Hazardous Materials: all pollutants, contaminants, chemicals, wastes, and any other infectious, carcinogenic, ignitable, corrosive,
reactive, toxic or otherwise hazardous substances or materials (whether solids, liquids or gases) subject to regulation, control or remediation under applicable Environmental Laws. 

Hedging Agreement: any “swap agreement” as defined in Section 101(53B)(A) of the Bankruptcy Code. 

Inactive Subsidiaries: each of Olympic Receivables Inc., Olympic Trading, G.S.P., LLC, Olyac and Olympic Receivables LLC, unless any of
the foregoing Persons joins this Agreement as a Borrower and becomes a Borrower hereunder pursuant to documentation reasonably satisfactory to Agent. 

Increased Amount Date: as defined in Section 2.1.7. 

Indemnified Taxes: Taxes other than Excluded Taxes. 

Indemnitees: Agent Indemnitees, Lender Indemnitees, Issuing Bank Indemnitees and Bank of America Indemnitees. 

Insolvency Proceeding: any case or proceeding commenced by or against a Person under any state, federal or foreign law for, or any
agreement of such Person to, (a) the entry of an order for relief under the Bankruptcy Code, or any other insolvency, debtor relief or debt adjustment law; (b) the appointment of a receiver, trustee, liquidator, administrator, conservator
or other custodian for such Person or any part of its Property; or (c) an assignment or trust mortgage for the benefit of creditors. 

Intellectual Property: all intellectual and similar Property of a Person, including inventions, designs, patents, copyrights,
trademarks, service marks, trade names, trade secrets, confidential or proprietary information, customer lists, know-how, software and databases; all embodiments or fixations thereof and all related documentation, applications, registrations and
franchises; all licenses or other rights to use any of the foregoing; and all books and records relating to the foregoing. 

Intellectual Property Claim: any claim or assertion (whether in writing, by suit or otherwise) that a Borrower’s or
Subsidiary’s ownership, use, marketing, sale or distribution of any Inventory, Equipment, Intellectual Property or other Property violates another Person’s Intellectual Property. 

Intercreditor Agreement: the Agreement Regarding Receivables Purchase Agreement and Financing Arrangements, dated as of the Prior
Closing Date, among Wells Fargo Bank, National Association (successor by merger to Wells Fargo HSBC Trade Bank, N.A.) and Agent, relating to the Toro AR Purchase Agreement. 

  
 -17- 








 Interest Period: as defined in Section 3.1.3. 

Inventory: as defined in the UCC, including all goods intended for sale, lease, display or demonstration; all work in process; and all
raw materials, and other materials and supplies of any kind that are or could be used in connection with the manufacture, printing, packing, shipping, advertising, sale, lease or furnishing of such goods, or otherwise used or consumed in a
Borrower’s business (but excluding Equipment). 
 Inventory Reserve: reserves established by Agent to reflect factors that may
negatively impact the Value of Inventory, including the determination of the Value of Inventory on the basis of the lower of cost or market, change in salability, obsolescence, seasonality, theft, shrinkage, imbalance, change in composition or mix,
markdowns and vendor chargebacks. 
 Investment: any acquisition of all or substantially all assets of a Person; any acquisition of
record or beneficial ownership of any Equity Interests of a Person; or any advance or capital contribution to or other investment in a Person. 

IRB Documents: as defined in Section 10.2.1(l). 

IRS: the United States Internal Revenue Service. 

Issuing Bank: (i) Bank of America or an Affiliate of Bank of America and (ii) solely with respect to certain Existing Letters
of Credit and the Continuing Letters of Credit, Comerica Bank and JPMorgan Chase Bank, N.A. 
 Issuing Bank Indemnitees: Issuing Bank
and its officers, directors, employees, Affiliates, agents and attorneys. 
 Joint Venture: 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 the case may be, is owned either
directly or indirectly by any Person or one or more of its Subsidiaries. 
 Joinder Agreement: an agreement substantially in the form
of Exhibit B. 
 LC Application: an application by Borrower Agent to Issuing Bank for issuance of a Letter of Credit, in form
and substance satisfactory to Issuing Bank. 
 LC Conditions: the following conditions necessary for issuance of a Letter of Credit:
(a) each of the conditions set forth in Section 6; (b) after giving effect to such issuance, total LC Obligations do not exceed the Letter of Credit Subline, no Overadvance exists and, if no Revolver Loans are outstanding, the
LC Obligations do not exceed an amount equal to the Aggregate Borrowing Base minus the Tranche B Borrowing Base (without giving effect to the LC Reserve for purposes of this calculation); (c) the expiration date of such Letter of Credit
is (i) no more than 365 days from issuance, in the case of standby Letters of Credit, (ii) no more than 120 days from issuance, in the case of documentary Letters of Credit, and (iii) at least 20 Business Days prior to the Tranche A
Revolver Termination Date; (d) the Letter of Credit and payments thereunder are denominated in Dollars; and (e) the purpose and form of the proposed Letter of Credit is satisfactory to Agent and Issuing Bank in their reasonable discretion.

 LC Documents: all documents, instruments and agreements (including LC Requests and LC Applications) delivered by Borrowers or any
other Person to Issuing Bank or Agent in connection with issuance, amendment or renewal of, or payment under, any Letter of Credit. 

  
 -18- 








 LC Fee Percentage: as defined in the definition of the term “Applicable Margin”.

 LC Obligations: the sum (without duplication) of (a) all amounts owing by Borrowers for any drawings under Letters of Credit;
(b) the stated amount of all outstanding Letters of Credit; and (c) all fees and other amounts owing with respect to Letters of Credit. 

LC Request: a request for issuance of a Letter of Credit, to be provided by Borrower Agent to Issuing Bank, in form satisfactory to
Agent and Issuing Bank. 
 LC Reserve: the aggregate of all LC Obligations, other than (a) those that have been Cash
Collateralized; and (b) if no Default or Event of Default exists, those constituting charges owing to the Issuing Bank. 
 Lender
Indemnitees: Lenders and their officers, directors, employees, Affiliates, agents and attorneys. 
 Lenders: as defined in the
preamble to this Agreement, including Agent in its capacity as a provider of Swingline Loans and any other Person who hereafter becomes a “Lender” pursuant to an Assignment and Acceptance or a Joinder Agreement. 

Lending Office: the office designated as such by the applicable Lender at the time it becomes party to this Agreement or thereafter by
notice to Agent and Borrower Agent. 
 Letter of Credit: (i) Existing Letters of Credit, (ii) Continuing Letters of Credit
and (iii) any other standby or documentary letter of credit issued by Issuing Bank for the account of a Borrower, or any indemnity, guarantee, exposure transmittal memorandum or similar form of credit support issued by Agent or Issuing Bank for
the benefit of a Borrower. 
 Letter of Credit Subline: $60,000,000. 

LIBOR: the per annum rate of interest determined by Agent at or about 11:00 a.m. (London time) two Business Days prior to an interest
period, for a term equivalent to such period, equal to the London Interbank Offered Rate, or comparable or successor rate approved by Agent, as published on the applicable Reuters screen page (or other commercially available source designated by
Agent from time to time); provided, that any such comparable or successor rate shall be applied by Agent, if administratively feasible, in a manner consistent with market practice. 

LIBOR Loan: each set of LIBOR Revolver Loans having a common length and commencement of Interest Period. 

LIBOR Revolver Loan: a Revolver Loan that bears interest based on LIBOR. 

LIBOR Tranche A Revolver: a Tranche A Revolver Loan that bears interest based on LIBOR. 

LIBOR Tranche B Revolver: a Tranche B Revolver Loan that bears interest based on LIBOR. 

License: any license or agreement under which an Obligor is authorized to use Intellectual Property in connection with any manufacture,
marketing, distribution or disposition of Collateral, any use of Property or any other conduct of its business. 

  
 -19- 








 Licensor: any Person from whom an Obligor obtains the right to use any Intellectual
Property. 
 Lien: any Person’s interest in Property securing an obligation owed to, or a claim by, such Person, whether such
interest is based on common law, statute or contract, including liens, security interests, pledges, hypothecations, statutory trusts, reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases, and
other title exceptions and encumbrances affecting Property. 
 Lien Waiver: an agreement, in form and substance satisfactory to
Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Agent to enter upon the premises and remove the Collateral or to use the
premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on the Collateral, agrees to hold
any Documents in its possession relating to the Collateral as agent for Agent, and agrees to deliver the Collateral to Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Agent’s
Lien, waives or subordinates any Lien it may have on the Collateral, and agrees to deliver the Collateral to Agent upon request; and (d) for any Collateral subject to a Licensor’s Intellectual Property rights, the Licensor grants to Agent
the right, vis-à-vis such Licensor, to enforce Agent’s Liens with respect to the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable
License. 
 Loan: a Revolver Loan. 

Loan Account: the loan account established by each Lender on its books pursuant to Section 5.8. 

Loan Documents: this Agreement, Other Agreements and Security Documents. 

Loan Year: each 12 month period commencing on the Closing Date and on each anniversary of the Closing Date. 

Margin Stock: as defined in Regulation U of the Board of Governors. 

Material Adverse Effect: the effect of any event or circumstance that, taken alone or in conjunction with other events or
circumstances, (a) has or could be reasonably expected to have a material adverse effect on the business, results of operations, Properties (taken as a whole), liabilities or financial condition of the Obligors (taken as a whole), on the
enforceability of any Loan Documents, or on the validity or priority of Agent’s Liens on any material portion of the Collateral; (b) impairs the ability of any Obligor to perform any material obligations under the Loan Documents, including
repayment of any Obligations; or (c) otherwise impairs the ability of Agent or any Lender to enforce or collect any Obligations or to realize upon any Collateral consisting of Inventory or Account or upon any material portion of any other
Collateral. 
 Material Contract: any agreement or arrangement to which a Borrower or Subsidiary is party (other than the Loan
Documents) (a) that is deemed to be a material contract under any securities law applicable to such Obligor, including the Securities Act of 1933; (b) for which breach, termination, nonperformance or failure to renew could reasonably be
expected to have a Material Adverse Effect; or (c) that relates to Subordinated Debt, or Debt in an aggregate amount of $1,000,000 or more. 

Moody’s: Moody’s Investors Service, Inc., and its successors. 

  
 -20- 








 Multiemployer Plan: any employee benefit plan of the type described in
Section 4001(a)(3) of ERISA, to which any Obligor or ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions. 

Net Proceeds: with respect to an Asset Disposition, proceeds (including, when received, any deferred or escrowed payments) received by
a Borrower or Subsidiary in cash from such disposition, net of (a) reasonable and customary costs and expenses actually incurred in connection therewith, including legal fees and sales commissions; (b) amounts applied to repayment of Debt
secured by a Permitted Lien which is either (i) senior to Agent’s Liens on Collateral sold or (ii) on assets other than Collateral; (c) transfer or similar taxes; and (d) reserves for indemnities, until such reserves are no
longer needed. 
 New Tranche A Revolver Commitments: as defined in Section 2.1.7. 

New Tranche A Revolver Lender: as defined in Section 2.1.7. 

New Tranche A Revolver Loan: as defined in Section 2.1.7. 

NOLV Percentage: the net orderly liquidation value of Inventory, expressed as a percentage, expected to be realized at an orderly,
negotiated sale held within a reasonable period of time, net of all liquidation expenses, as determined from the most recent appraisal of Borrowers’ Inventory performed by an appraiser and on terms satisfactory to Agent. 

Notes: each Revolver Note or other promissory note executed by a Borrower to evidence any Obligations. 

Notice of Borrowing: a Notice of Borrowing to be provided by Borrower Agent to request a Borrowing of Revolver Loans, in form
satisfactory to Agent. 
 Notice of Conversion/Continuation: a Notice of Conversion/Continuation to be provided by Borrower Agent to
request a conversion or continuation of any Loans as LIBOR Loans, in form satisfactory to Agent. 
 Noticed Hedge: Secured Bank
Product Obligations arising under a Hedging Agreement. 
 Obligations: all (a) principal of and premium, if any, on the Loans,
(b) LC Obligations and other obligations of Obligors with respect to Letters of Credit, (c) interest, expenses, fees and other sums payable by Obligors under Loan Documents, (d) obligations of Obligors under any indemnity for Claims,
(e) Extraordinary Expenses, (f) Secured Bank Product Obligations, and (g) other Debts, obligations and liabilities of any kind owing by Obligors pursuant to the Loan Documents, whether now existing or hereafter arising, whether
evidenced by a note or other writing, whether allowed in any Insolvency Proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or
indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several; provided that Obligations of an Obligor shall not include its Excluded Swap Obligations. 

Obligor: each Borrower, Guarantor, or other Person (other than Olympic Receivables Inc.) that is liable for payment of any Obligations
or that has granted a Lien in favor of Agent on its assets to secure any Obligations. 
 OFAC: Office of Foreign Assets Control of
the U.S. Treasury Department. 

  
 -21- 








 Olyac: Olyac, Inc., a Delaware corporation. 

Olympic Mexico: Metales de Olympic, S. de R.L. de C.V., an entity organized under the laws of Mexico. 

Olympic Receivables Inc.: Olympic Steel Receivables, Inc., a Delaware corporation. 

Olympic Receivables LLC: Olympic Steel Receivables, L.L.C., a Delaware limited liability company. 

Olympic Trading: Olympic Steel Trading, Inc., an Ohio corporation. 

Ordinary Course of Business: the ordinary course of business of any Borrower or Subsidiary, consistent with past practices and
undertaken in good faith. 
 Organic Documents: with respect to any Person, its charter, certificate or articles of incorporation,
bylaws, articles of organization, limited liability agreement, operating agreement, members agreement, shareholders agreement, partnership agreement, certificate of partnership, certificate of formation, voting trust agreement, or similar agreement
or instrument governing the formation or operation of such Person. 
 Original Closing Date: June 30, 2010. 

OSHA: the Occupational Safety and Hazard Act of 1970. 

Other Agreement: each Note; LC Document; Fee Letter; Lien Waiver; Intercreditor Agreement; Borrowing Base Certificate; Compliance
Certificate; financial statement or report delivered hereunder (other than projections and any other forward looking statement); or other document, instrument or agreement (other than this Agreement or a Security Document) now or hereafter delivered
by an Obligor or other Person to Agent or a Lender in connection with any transactions relating hereto. 
 Other Taxes: all present
or future stamp or documentary taxes or any other excise or property taxes, similar charges or similar levies arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any
Loan Document. 
 Overadvance: as defined in Section 2.1.5. 

Overadvance Loan: a Tranche A Base Rate Revolver Loan or Tranche B Base Rate Revolver Loan made when an Overadvance exists or is caused
by the funding thereof. 
 Participant: as defined in Section 13.2. 

Patent Assignment: each patent collateral assignment agreement pursuant to which an Obligor assigns to Agent, for the benefit of
Secured Parties, such Obligor’s interests in its patents, as security for the Obligations. 
 Patriot Act: the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56, 115 Stat. 272 (2001). 

Payment Item: each check, draft or other item of payment payable to a Borrower, including those constituting proceeds of any
Collateral. 
 PBGC: the Pension Benefit Guaranty Corporation. 

  
 -22- 








 Pension Plan: any employee pension benefit plan (as such term is defined in
Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Obligor or ERISA Affiliate or to which the Obligor or ERISA Affiliate contributes or has an obligation to
contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the preceding five plan years. 

Permitted Acquisition: any Acquisition by a Borrower (i) of substantially all of the assets of a Target, which assets are located
in the United States or (ii) 100% of the Equity Interest of a Target organized under the laws of any State in the United States or the District of Columbia, in each case, to the extent that each of the following conditions shall have been
satisfied: 
 (a) such Acquisition is not a hostile or contested Acquisition and has been approved by the board of directors (or other
similar body) and/or the stockholders or other equityholders of the Target; 
 (b) the business acquired in connection with such Acquisition
is a business Borrowers are permitted to engage in pursuant to Section 10.2.16; 
 (c) to the extent the Acquisition will be
financed in whole or in part with the proceeds of any Loan, the conditions set forth in Section 6.2 shall have been satisfied; 

(d) both immediately before and after giving effect to such Acquisition, (A) each of the representations and warranties in the Loan
Documents is true and correct in all material respects (without duplication of any materiality qualifier contained therein) (except (i) any such representation or warranty which relates to a specified prior date and (ii) to the extent
Agent has been notified in writing by Borrowers that any representation or warranty is not correct in all material respects and the Required Lenders have explicitly waived in writing compliance with such representation or warranty) and (B) no
Default or Event of Default exists or would result therefrom; 
 (e) Borrowers shall have furnished to Agent (and Agent shall promptly
deliver same to Lenders) at least ten (10) days (or such shorter period as is acceptable to Agent) prior to the consummation thereof: 

(i) notice of such Acquisition; 

(ii) a draft of the purchase agreement and draft schedules and exhibits thereto (followed by a copy of the final and executed
purchase agreement and all schedules and exhibits thereto no later than the date of the consummation of such Acquisition but prior to such consummation) and all other business and financial information reasonably requested by Agent (or any Lender
through Agent), including projections of the Aggregate Borrowing Base and Availability; provided that if the proposed Acquisition is for a total consideration of $5,000,000 or less, the information required to be delivered pursuant to this
clause (ii) shall be delivered to Agent only upon request by Agent, 
 (iii) pro forma financial statements of the
Borrowers and their Subsidiaries after giving effect to the consummation of such Acquisition; 
 (f) immediately before and after giving
effect to such Acquisition, either (A) both actual and pro forma, respectively, Availability is equal to or exceeds 20% of the aggregate amount of Revolver Commitments then in effect or (B)(i) both actual and pro forma, respectively,
Availability is equal to or exceeds 12.5% of the aggregate amount of Revolver Commitments then in effect and (ii) immediately after giving effect to such Acquisition, the Adjusted Fixed Charge Coverage Ratio (recomputed for the most recent
month for which financial statements have been delivered) is at least 1.00 to 1.00 for the period of twelve fiscal months then most recently ended; and Agent shall have received a certificate, in form and substance satisfactory to Agent, from a
knowledgeable Senior Officer of Borrower Agent, certifying (and showing the calculations therefor in reasonable detail and, in the case of demonstrating compliance with subclause (B)(ii) a pro forma Compliance Certificate, in form and substance
satisfactory to Agent) compliance with the requirements of this clause (f); 

  
 -23- 








 (g) if such Acquisition is an acquisition of the Equity Interest of a Person, such Acquisition
shall be structured either as a merger into one of the Borrowers or in such a way that the Target shall become a wholly-owned Subsidiary of one of the Borrowers and a Borrower hereunder pursuant to documentation reasonably satisfactory to Agent
pursuant to Section 10.1.9 hereof substantially contemporaneously with the consummation of such Acquisition; 
 (h) no Borrower
shall, as a result of or in connection with any such Acquisition, assume or incur any (i) Debt (other than Revolver Loans), other than (x) (I) such Debt which does not exceed $6,250,000 (exclusive of any Earn-Out Obligations) in the
aggregate outstanding at any time for all Permitted Acquisitions and which constitutes deferred purchase price owed to the applicable seller and (II) the existing Debt of the Target which is assumed and not incurred in contemplation of such
Acquisition to the extent such Debt is separately permitted under Section 10.2.1(c), Section 10.2.1(e), Section 10.2.1(i) or Section 10.2.1(o) or (y) Earn-Out Obligations permitted under clause
(i) of the definition of the term “Permitted Contingent Obligations”, or (ii) contingent liabilities (whether relating to environmental, tax, litigation, or other matters and other than Earn-Out Obligations permitted under
clause (i) of the definition of the term “Permitted Contingent Obligations”) that, in the case of this clause (ii), could reasonably be expected, as of the date of such Acquisition, to result in the existence or
occurrence of a Material Adverse Effect; and 
 (i) all Liens, other than Permitted Liens, on any property which constitutes Collateral
under this Agreement and which is acquired (or whose owner’s Equity Interest is acquired) shall be terminated. 
 Notwithstanding the
foregoing, no Accounts or Inventory acquired in a Permitted Acquisition shall be included as Eligible Accounts, Eligible Inventory or Eligible In-Transit Inventory until a field examination (and, if required by Agent, an Inventory appraisal) with
respect thereto has been completed to the satisfaction of Agent, including the establishment of Availability Reserves required in Agent’s Permitted Discretion; provided that field examinations and appraisals in connection with Permitted
Acquisitions shall not count against the limited number of field examinations or appraisals for which expense reimbursement may be sought under Section 10.1.1(b) hereof. 

Permitted Asset Disposition: as long as no Default or Event of Default exists (except with respect to clauses (a), (b), (c), (d),
(f), (g), (h) and (k) of this definition) and all Net Proceeds of any Asset Disposition described in clause (a) of this definition shall be deposited in a Dominion Account, (a) an Asset Disposition that is a
sale of Inventory in the Ordinary Course of Business; (b) a disposition of obsolete, worn out or permanently retired assets or the disposition in the Ordinary Course of Business of assets no longer used (unless it is no longer used primarily in
order to take advantage of this clause (b)) or useful in the conduct of Borrowers’ business; (c) a disposition of Inventory that is obsolete, unmerchantable or otherwise unsalable in the Ordinary Course of Business; (d) a termination
of a lease of real or personal Property that is not necessary for the Ordinary Course of Business, could not reasonably be expected to have a Material Adverse Effect and does not result from an Obligor’s default; (e) Asset Dispositions in
which the sales price is at least the fair market value of the assets sold and the aggregate fair market or book value (whichever is greater) of such Asset Sales in the aggregate is less than $750,000 in any Fiscal Year and at least 80% of the
consideration received is cash or Cash Equivalents; (f) sales of Equity Interests in Olympic Steel under any employee stock purchase plan or employee stock option agreement and other sales of Equity Interests in Olympic Steel which do not
result in a Change of Control; (g) transfers or other Asset Dispositions (other than transfers or Asset Dispositions of its own Equity Interests) by any Borrower (other than Olympic Steel) to any other Borrower, (h) an Asset
Disposition constituting Cash Equivalents; (i) any trade-in or replacement of an asset (other than Inventory and/or Accounts) in the Ordinary Course of Business; (j) Asset Dispositions constituting mergers, consolidations or other business
combinations permitted by Section 10.2.9(a); (k) the sale of Real Estate; (l) a sale or transfer of real or personal Property pursuant to a Sale and Leaseback Transaction to the extent such Sale and Leaseback Transaction is
permitted by Section 10.2.20, (m) Asset Dispositions of Toro Purchased Accounts and (n) any other Asset Disposition approved in writing by Required Lenders. 

  
 -24- 








 Permitted Contingent Obligations: Contingent Obligations (a) arising from
endorsements of Payment Items for collection or deposit in the Ordinary Course of Business; (b) arising from Hedging Agreements permitted hereunder; (c) existing on the Closing Date, and any extension or renewal thereof that does not
increase the amount of such Contingent Obligation when extended or renewed; (d) incurred in the Ordinary Course of Business with respect to surety, appeal or performance bonds, or other similar obligations; (e) arising from customary
indemnification obligations in favor of purchasers in connection with dispositions of assets permitted hereunder; (f) arising under the Loan Documents; (g) arising under guarantees of the Subordinated Debt, provided that such
guarantee shall be subordinated to the same extent as the Subordinated Debt is subordinated to Obligations; (h) arising with respect to customary indemnification obligations in favor of sellers in connection with Permitted Acquisitions;
(i) Earn-Out Obligations incurred in connection with Permitted Acquisitions as long as the maximum amount of all liabilities that may arise pursuant to all such Earn-Out Obligations does not exceed $2,000,000 in the aggregate, (j) arising
with respect to customary provisions of any customer agreement or purchase order incurred in the Ordinary Course of Business; or (k) in an aggregate amount of $1,000,000 or less at any time. 

Permitted Discretion: a determination made in good faith and in the exercise of discretion from the perspective of a secured
asset-based lender. 
 Permitted Lien: as defined in Section 10.2.2. 

Permitted Purchase Money Debt: Purchase Money Debt of Borrowers and Subsidiaries that is unsecured or secured only by a Purchase Money
Lien, as long as the aggregate amount does not exceed $6,250,000 at any time. 
 Person: any individual, corporation, limited
liability company, partnership, joint venture, joint stock company, land trust, business trust, unincorporated organization, Governmental Authority or other entity. 

Plan: any employee benefit plan (as such term is defined in Section 3(3) of ERISA) established by an Obligor or, with respect to
any such plan that is subject to Section 412 of the Code or Title IV of ERISA, an ERISA Affiliate. 
 Prime Rate: the rate of
interest announced by Bank of America from time to time as its prime rate. Such rate is set by Bank of America on the basis of various factors, including its costs and desired return, general economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced at, above or below such rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such
change. 

  
 -25- 








 Prior Closing Date: July 1, 2011 

Pro Forma EBITDA means, with respect to any Target, EBITDA for such Target for the most recent twelve (12) fiscal month period
preceding the acquisition thereof, adjusted by verifiable expense reductions, if any, which are expected to be realized, in each case calculated on a month by month basis by the Borrowers and consented to by the Agent. 

Pro Rata: with respect to any Lender, (a) with respect to the Tranche A Revolver Loans, a percentage (carried out to the ninth
decimal place) determined (i) while Tranche A Revolver Commitments are outstanding, by dividing the amount of such Lender’s Tranche A Revolver Commitment by the aggregate amount of all Tranche A Revolver Commitments; and (ii) at any
other time, by dividing the amount of such Lender’s Tranche A Revolver Loans and LC Obligations by the aggregate amount of all outstanding Tranche A Revolver Loans and LC Obligations, (b) with respect to the Tranche B Revolver Loans, a
percentage (carried out to the ninth decimal place) determined (i) while Tranche B Revolver Commitments are outstanding, by dividing the amount of such Lender’s Tranche B Revolver Commitment by the aggregate amount of all Tranche B
Revolver Commitments; and (ii) at any other time, by dividing the amount of such Lender’s Tranche B Revolver Loans by the aggregate amount of all outstanding Tranche B Revolver Loans and (c) with respect to all Loans, a percentage
(carried out to the ninth decimal place) determined (i) while Revolver Commitments are outstanding, by dividing the amount of such Lender’s Revolver Commitment by the aggregate amount of all Revolver Commitments; and (ii) at any other
time, by dividing the amount of such Lender’s Loans and LC Obligations by the aggregate amount of all outstanding Loans and LC Obligations. 

Properly Contested: with respect to any obligation of an Obligor, (a) the obligation is subject to a bona fide dispute regarding
amount or the Obligor’s liability to pay; (b) the obligation is being properly contested in good faith by appropriate proceedings promptly instituted and diligently pursued; (c) appropriate reserves have been established in accordance
with GAAP; (d) non-payment could not have a Material Adverse Effect, nor result in forfeiture or sale of any assets of the Obligor; (e) no Lien is imposed on assets of the Obligor, unless bonded and stayed to the satisfaction of Agent; and
(f) if the obligation results from entry of a judgment or other order, such judgment or order is stayed pending appeal or other judicial review. 

Property: any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible. 

Protective Advances: as defined in Section 2.1.6. 

Purchase Money Debt: (a) Debt (other than the Obligations) for payment of any of the purchase price of fixed assets; (b) Debt
(other than the Obligations) incurred within 20 days before or after acquisition of any fixed assets, for the purpose of financing any of the purchase price thereof; and (c) any renewals, extensions or refinancings (but not increases) thereof.

 Purchase Money Lien: a Lien that secures Purchase Money Debt, encumbering only the fixed assets acquired with such Debt and
constituting a Capital Lease or a purchase money security interest under the UCC. 
 Qualified ECP: an Obligor with total assets
exceeding $10,000,000, or that constitutes an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” under Section 1a(18)(A)(v)(II) of
such act. 
 RCRA: the Resource Conservation and Recovery Act (42 U.S.C. §§ 6991-6991i). 

  
 -26- 








 Real Estate: all right, title and interest (whether as owner, lessor or lessee) in any
real Property or any buildings, structures, parking areas or other improvements thereon. 
 Refinancing Conditions: the following
conditions for Refinancing Debt: (a) it is in an aggregate principal amount that does not exceed the principal amount of the Debt being extended, renewed or refinanced (other than an increase in an aggregate principal amount resulting solely
from any capitalized or payment-in-kind interest); (b) it has a final maturity no sooner than, a weighted average life no less than, and, unless otherwise approved by Agent, an interest rate no greater than, the Debt being extended, renewed or
refinanced; (c) if subordinated, it is subordinated to the Obligations at least to the same extent as the Debt being extended, renewed or refinanced or otherwise on terms and conditions acceptable to Agent; (d) with respect to Refinancing
Debt with a principal amount in excess of $6,250,000, the representations, covenants and defaults applicable to it are no less favorable (taken as a whole) in any material respect to Borrowers than those applicable to the Debt being extended,
renewed or refinanced, unless otherwise approved by Agent; (e) no additional Lien is granted to secure it (other than additional Permitted Liens on Property not constituting Collateral); (f) no additional Person is obligated on such Debt;
and (g) upon giving effect to it, no Default or Event of Default exists. 
 Refinancing Debt: Borrowed Money that is the result
of an extension, renewal or refinancing of Debt permitted under Section 10.2.1(b), (d), (f), (l), (m) or (o). 

Reimbursement Date: as defined in Section 2.3.2. 

Rent and Charges Reserve: the aggregate of (a) all past due rent and other amounts owing by an Obligor to any landlord,
warehouseman, processor, repairman, mechanic, shipper, freight forwarder, broker or other Person who possesses any Collateral or could assert a Lien on any Collateral; and (b) a reserve at least equal to three months rent and other periodic
charges that would reasonably be expected to be payable to any such Person, unless it has executed a Lien Waiver. 
 Report: as
defined in Section 12.2.3. 
 Reportable Event: any of the events set forth in Section 4043(c) of ERISA, other than
events for which the 30 day notice period has been waived. 
 Reporting Trigger Period: the period (a) commencing on the day
that an Event of Default occurs, or Availability is less than $50,000,000 for a period of three consecutive Business Days; and (b) continuing until the day no Default or Event of Default has existed for a period of 30 consecutive days and
Availability has been $50,000,000 or greater for a period of 30 consecutive days. 
 Required Lenders: Lenders (subject to
Section 4.2) having (a) Revolver Commitments in excess of 50% of the aggregate Revolver Commitments; and (b) if the Revolver Commitments have terminated, Loans in excess of 50% of all outstanding Loans. 

Reserve Percentage: the reserve percentage (expressed as a decimal, rounded up to the nearest 1/8th of 1%) applicable to member banks
under regulations issued from time to time by the Board of Governors for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently
referred to as “Eurocurrency liabilities”). 

  
 -27- 








 Restricted Investment: any Investment by a Borrower or Subsidiary, other than
(a) (i) Investments in Subsidiaries (other than a Borrower or Guarantor) to the extent existing on the Closing Date, (ii) Investments consisting of intercompany loans permitted under Section 10.2.7(e) and Investments other
than loans by a Borrower in another Borrower and (iii) other Investments existing on the Closing Date and set forth on Schedule 10.2.5; (b) Cash Equivalents that are subject to Agent’s Lien and control, pursuant to
documentation in form and substance satisfactory to Agent; (c) loans and advances permitted under Section 10.2.7; (d) Investments pursuant to Hedging Agreements permitted hereunder; (e) Investments received in
connection with the bankruptcy or reorganization of, or settlement of delinquent Accounts and disputes with, customers and suppliers, in each case in the Ordinary Course of Business and Investments received in connection with a Permitted Asset
Disposition described in clause (e) of the definition of the term “Permitted Asset Disposition”; (f) Investments constituting deposits made in connection with the purchase of goods or services in the Ordinary Course of
Business in an aggregate amount for such deposits not to exceed $625,000 at any one time; (g) so long as no Default or Event of Default exists, Investments in Joint Ventures and Foreign Subsidiaries not to exceed $6,250,000 in the
aggregate in any Fiscal Year; (h) so long as no Event of Default exists, other Investments not to exceed $625,000 in the aggregate; (i) the investment of funds under the terms of the Olympic Steel, Inc. Executive Deferred Compensation Plan
dated effective December 1, 2004 and any other compensation plan established after the Closing Date in the Ordinary Course of Business; (j) Permitted Acquisitions; (k) formation, creation or acquisition of one or more Subsidiaries
after the Closing Date in accordance with Section 10.1.9 that become Borrowers hereunder and (l) any other Investment (other than an Acquisition) as long as immediately before and after giving effect to such Investment, either
(A) both actual and pro forma, respectively, Availability is equal to or exceeds 20% of the aggregate amount of Revolver Commitments then in effect or (B)(i) both actual and pro forma, respectively, Availability is equal to or exceeds 12.5% of
the aggregate amount of Revolver Commitments then in effect and (ii) immediately after giving effect to such Investment, the Fixed Charge Coverage Ratio (recomputed for the most recent month for which financial statements have been delivered)
is at least 1.00 to 1.00 for the period of twelve fiscal months then most recently ended; and Agent shall have received a certificate, in form and substance satisfactory to Agent, from a knowledgeable Senior Officer of Borrower Agent, certifying
(and showing the calculations therefor in reasonable detail and, in the case of demonstrating compliance with subclause (B)(ii), a pro forma Compliance Certificate, in form and substance satisfactory to Agent) compliance with the requirements of
this clause (l). In valuing any Investments for the purpose of applying the limitations set forth in any of the foregoing clauses of this definition (except as otherwise expressly provided herein), such Investment shall be taken at the original cost
thereof, without allowance for any subsequent write-offs or appreciation or depreciation, but less any amount repaid or recovered on account of capital or principal. 

Restrictive Agreement: an agreement (other than a Loan Document) that conditions or restricts the right of any Borrower, Subsidiary or
other Obligor to incur or repay Borrowed Money, to grant Liens on any assets, to declare or make Distributions to a Borrower, to modify, extend or renew any agreement evidencing Borrowed Money, or to repay any intercompany Debt. 

Revolver Commitment: for any Lender, the aggregate of such Lender’s Tranche A Revolver Commitment and its Tranche B Revolver
Commitment. “Revolver Commitments” means the aggregate amount of such commitments of all Lenders. 
 Revolver Loan:
any Tranche A Revolver Loan, Tranche B Revolver Loan, Swingline Loan, Overadvance Loan or Protective Advance. 
 Revolver Notes:
collectively, the Tranche A Revolver Notes and the Tranche B Revolver Notes. 
 Revolver Utilization: the average daily balance of
Revolver Loans and stated amount of Letters of Credit during any Fiscal Quarter. 
 Royalties: all royalties, fees, expense
reimbursement and other amounts payable by a Borrower under a License. 

  
 -28- 








 Sale and Leaseback Transaction: as defined in Section 10.2.20. 

S&P: Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors. 

Secured Bank Product Obligations: Bank Product Debt owing to a Secured Bank Product Provider with respect to which the applicable
Secured Bank Product Provider (other than Bank of America and its Affiliates) has specified in writing to Agent the maximum amount to be included as a Bank Product Reserve (“Bank Product Amount”), which amount may be established or
increased (by further written notice to Agent from time to time) as long as no Default or Event of Default exists and no Overadvance would result from establishment of a Bank Product Reserve for such amount and all other Secured Bank Product
Obligations. 
 Sanction: any sanction administered or enforced by the United States Government (including OFAC), the United Nations
Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority. 
 Secured Bank Product
Provider: (a) Bank of America or any of its Affiliates; (b) the Existing Secured Bank Product Provider and (c) any other Lender or Affiliate of a Lender that is providing a Bank Product, provided such provider delivers
written notice to Agent, in form and substance satisfactory to Agent, by the later of the Closing Date or 10 days following creation of the Bank Product, (i) describing the Bank Product and setting forth the Bank Product Amount and the
methodology to be used in calculating such amount, and (ii) agreeing to be bound by Section 12.13. 
 Secured
Parties: Agent, Issuing Bank, Lenders and Secured Bank Product Providers. 
 Security Documents: the Guaranties, Patent
Assignments, Trademark Security Agreements, Deposit Account Control Agreements, and all other documents, instruments and agreements now or hereafter securing (or given with the intent to secure) any Obligations. 

Segregated Account Cash Balance: aggregate amount of Cash Equivalents credited to or on deposit in a segregated securities account
maintained with Bank of America over which Agent has exclusive control and which is subject to a control agreement in favor of Agent, for the benefit of Secured Parties, providing for “control” of such securities account within the meaning
of Articles 8 and 9 of the UCC. 
 Senior Officer: the chairman of the board, president, chief executive officer, chief operating
officer, chief financial officer or treasurer of a Borrower or, if the context requires, an Obligor. 
 Settlement Report: a report
delivered by Agent to Lenders summarizing the Revolver Loans and participations in LC Obligations outstanding as of a given settlement date, allocated to Lenders on a Pro Rata basis in accordance with their Revolver Commitments. 

Solvent: as to any Person, such Person (a) owns Property whose fair salable value is greater than the amount required to pay all
of its debts (including contingent, subordinated, unmatured and unliquidated liabilities); (b) owns Property whose present fair salable value (as defined below) is greater than the probable total liabilities (including contingent, subordinated,
unmatured and unliquidated liabilities) of such Person as they become absolute and matured; (c) is able to generally pay all of its debts as they mature; (d) has capital that is not unreasonably small for its business and is sufficient to
carry on its business and transactions and all business and transactions in which it is about to engage; (e) is not “insolvent” within the meaning of Section 101(32) of the Bankruptcy Code; and (f) has not incurred (by way
of assumption or otherwise) any obligations or liabilities (contingent or otherwise) under any Loan Documents, or made any conveyance in connection therewith, with actual intent to hinder, delay or defraud either present or future creditors of such
Person or any of its Affiliates. “Fair salable value” means the amount that could be obtained for assets within a reasonable time, either through collection or through sale under ordinary selling conditions by a capable and diligent
seller to an interested buyer who is willing (but under no compulsion) to purchase. 

  
 -29- 








 Specified Obligor: an Obligor that is not then an “eligible contract
participant” under the Commodity Exchange Act (determined prior to giving effect to Section 5.12). 
 Subordinated
Debt: Debt incurred by a Borrower that is expressly subordinate and junior in right of payment to Full Payment of all Obligations, and is on terms (including maturity, interest, fees, repayment, covenants and subordination) reasonably
satisfactory to Agent. 
 Subsidiary: any entity more than 50% of whose voting securities or Equity Interests is owned by a Borrower
or any combination of Borrowers (including indirect ownership by a Borrower through other entities in which the Borrower directly or indirectly owns more than 50% of the voting securities or Equity Interests). 

Sweep Trigger Period: the period (a) commencing on the day that an Event of Default occurs, or Availability is less than the
greater of (X) $30,000,000 and (Y) 10% of the aggregate amount of Revolver Commitments on such date for a period of three consecutive days; and (b) continuing until the day no Default or Event of Default exists and Availability has
been greater than the greater of (X) $30,000,000 and (Y) 10% of the aggregate amount of Revolver Commitments, in the case of clauses (b)(X) and (b)(Y), for a period of 30 consecutive days. 

Swap Obligations: with respect to an Obligor, its obligations under a Hedging Agreement that constitutes a “swap” within the
meaning of Section 1a(47) of the Commodity Exchange Act. 
 Swingline Loan: any Borrowing of Base Rate Tranche A Revolver Loans
funded with Agent’s funds, until such Borrowing is settled among Tranche A Revolver Lenders pursuant to Section 4.1.3. 

Target: any Person or business unit or asset group of any Person acquired or proposed to be acquired in an Acquisition. 

Taxes: all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments,
similar fees or similar charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. 

Toro Account: an Account owing to Chicago Tube and Iron by The Toro Company, a Delaware corporation. 

Toro AR Purchase Agreement: the Accounts Receivable Purchase Agreement, dated as of April 27, 2010, between Chicago Tube and Iron
and Wells Fargo Bank, National Association (successor by merger to Wells Fargo HSBC Trade Bank, N.A.), as in effect on the Prior Closing Date, and as the same may be amended, restated or otherwise modified thereafter to the extent permitted by
subsection 9(b) thereof and Section 10.2.19(b) hereof. 
 Toro Purchased Accounts: any Toro Accounts sold pursuant to the
Toro AR Purchase Agreement. 

  
 -30- 








 Trademark Security Agreement: each trademark security agreement pursuant to which an
Obligor grants to Agent, for the benefit of Secured Parties, a Lien on such Obligor’s interests in trademarks, as security for the Obligations. 

Tranche A Accounts Formula Amount: 85% of the Value of Eligible Accounts. 

Tranche A Borrowing Base: on any date of determination, an amount equal to the lesser of (a) the aggregate amount of Tranche A
Revolver Commitments, minus the LC Reserve; or (b) the sum of the Tranche A Accounts Formula Amount, plus the Tranche A Inventory Formula Amount, plus the Eligible Equipment Component plus the Segregated Account Cash
Balance. 
 Tranche A Inventory Formula Amount: the lesser of (a) $225,000,000 or (b) the sum of (X) the lesser of
(i) 75% of the Value of Eligible Inventory; and (ii) 85% of the NOLV Percentage of the Value of Eligible Inventory; plus (Y) the lesser of (i) 70% of the Value of Eligible In-Transit Inventory; and (ii) 85% of the NOLV
Percentage of the Value of Eligible In-Transit Inventory. 
 Tranche A Revolver Commitment: for any Lender, its obligation to make
Tranche A Revolver Loans and to participate in LC Obligations up to the maximum principal amount shown on Schedule 1.1 (subject to any increase permitted pursuant to Section 2.1.7 and subject to increase pursuant to the second
succeeding sentence), or as hereafter determined pursuant to each Assignment and Acceptance to which it is a party. “Tranche A Revolver Commitments” means the aggregate amount of such commitments of all Tranche A Revolver Lenders.
Tranche A Revolver Commitments of each Tranche A Revolver Lender that is also a Tranche B Revolver Lender shall be increased automatically and permanently (in an amount, with respect to each such increase and with respect to each such Lender, that
is equal to the amount of the substantially contemporaneous reduction in such Lender’s Tranche B Revolver Commitment pursuant to the third sentence of the definition of the term “Tranche B Revolver Commitments”) in equal quarterly
amounts, each equal to $3,125,000, commencing on the last Business Day of the calendar quarter in which the first anniversary of the Closing Date occurs and continuing on the last Business Day of each calendar quarter thereafter until the aggregate
amount of all such increases equals $25,000,000. 
 Tranche A Revolver Lenders: as of any date of determination, Lenders having a
Tranche A Revolver Commitment or holding a Tranche A Revolver Loan. 
 Tranche A Revolver Loan: a loan made pursuant to
Section 2.1.1(a), and any Swingline Loan, Overadvance Loan or Protective Advance that consists of Tranche A Revolver Loans in accordance with Section 2.1.6. 

Tranche A Revolver Note: a promissory note to be executed by Borrowers in favor of a Lender in the form of Exhibit A-1, which
shall be in the amount of such Lender’s Tranche A Revolver Commitment and shall evidence the Tranche A Revolver Loans made by such Lender. 

Tranche A Revolver Termination Date: fifth anniversary of the Closing Date. 

Tranche B Accounts Formula Amount: 5% of the Value of Eligible Accounts. 

Tranche B Borrowing Base: on any date of determination, an amount equal to the lesser of (a) the aggregate amount of Tranche B
Revolver Commitments; or (b) the sum of the Tranche B Accounts Formula Amount plus the Tranche B Inventory Formula Amount. 

Tranche B Inventory Formula Amount: the lesser of (i) 10% of the Value of Eligible Inventory; and (ii) 10% of the NOLV
Percentage of the Value of Eligible Inventory. 

  
 -31- 








 Tranche B Maximum Amount: as of any date of determination, an amount equal to the lesser
of (i) the Tranche B Revolver Commitments of all Tranche B Revolver Lenders on such date and (ii) the Aggregate Borrowing Base on such date minus the Tranche A Borrowing Base on such date. 

Tranche B Revolver Commitment: for any Lender, its obligation to make Tranche B Revolver Loans up to the maximum principal amount shown
on Schedule 1.1 (subject to reduction pursuant to the second succeeding sentence), or as hereafter determined pursuant to each Assignment and Acceptance to which it is a party. “Tranche B Revolver Commitments” means the
aggregate amount of such commitments of all Tranche B Revolver Lenders. Tranche B Revolver Commitments shall be reduced automatically and permanently (on a Pro Rata basis for each Tranche B Revolver Lender) (a) in equal quarterly amounts, each
equal to $3,125,000, commencing on the last Business Day of the calendar quarter in which the first anniversary of the Closing Date occurs, and continuing on the last Business Day of each calendar quarter thereafter until reduced to zero ($0) and
(b) reduced to zero ($0) upon the earlier to occur of (i) the date on which the Tranche B Revolver Commitments shall be reduced in full and (ii) the Tranche B Revolver Termination Date or such earlier date on which the Tranche B
Revolver Commitments are terminated in accordance with this Agreement. 
 Tranche B Revolver Lenders: as of any date of
determination, Lenders having a Tranche B Revolver Commitment or holding a Tranche B Revolver Loan. 
 Tranche B Revolver Loan: a
loan made pursuant to Section 2.1.1(b), and any Protective Advance that consists of Tranche B Revolver Loans in accordance with Section 2.1.6. 

Tranche B Revolver Note: a promissory note to be executed by Borrowers in favor of a Lender in the form of Exhibit A-2, which
shall be in the amount of such Lender’s Tranche B Revolver Commitment and shall evidence the Tranche B Revolver Loans made by such Lender. 

Tranche B Revolver Termination Date: third anniversary of the Closing Date. 

Transferee: any actual or potential Eligible Assignee, Participant or other Person acquiring an interest in any Obligations. 

Type: any type of a Loan (i.e., Base Rate Loan or LIBOR Loan) that has the same interest option and, in the case of LIBOR Loans, the
same Interest Period. 
 UCC: the Uniform Commercial Code as in effect in the State of Illinois or, when the laws of any other
jurisdiction govern the perfection or enforcement of any Lien, the Uniform Commercial Code of such jurisdiction. 
 Unfunded Pension
Liability: the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension
Plan pursuant to Section 412 of the Code for the applicable plan year. 
 Unused Line Fee Percentage: as defined in the
definition of the term “Applicable Margin”. 
 Upstream Payment: a Distribution by a Subsidiary of a Borrower to such
Borrower or to another Subsidiary of such Borrower that is an Obligor. 
 Value: (a) for Inventory, its value determined on the
basis of the lower of cost or market, calculated on actual cost specific identification basis, and excluding any portion of cost attributable to intercompany profit among Borrowers and their Affiliates; and (b) for an Account, its face amount,
net of any returns, rebates, discounts (calculated on the shortest terms), credits, allowances or Taxes (including sales, excise or other taxes) that have been or could be claimed by the Account Debtor or any other Person. 

  
 -32- 








 1.2 Accounting Terms. Under the Loan Documents (except as otherwise specified
herein, including Section 10.2.13), all accounting terms shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, in accordance with GAAP applied on a basis consistent with the
most recent audited financial statements of Borrowers delivered to Agent before the Closing Date and using the same inventory valuation method as used in such financial statements, except for any change required or permitted by GAAP if
Borrowers’ certified public accountants concur in such change, the change is disclosed to Agent, and Section 10.3 is amended in a manner satisfactory to Required Lenders to take into account the effects of the change. If the
Borrowers adopt the International Financial Reporting Standards, and such change in accounting principles and/or adoption of such standards results in a change in the method or results of calculation of financial covenants and/or defined terms
contained in this Agreement, then at the option of the Required Lenders or the Borrowers, the parties will enter into good faith negotiations to amend such financial covenants and/or defined terms in such manner as the parties shall agree, each
acting reasonably, in order to reflect fairly such changes and/or adoption so that the criteria for evaluating the financial condition of the Borrowers shall be the same in commercial effect after, as well as before, such changes and/or adoption are
made (in which case the method and calculation of financial covenants and/or the defined terms related thereto hereunder shall be determined in the manner so agreed). 

1.3 Uniform Commercial Code. As used herein, the following terms are defined in accordance with the UCC in effect in the State
of Illinois from time to time: “Chattel Paper,” “Commercial Tort Claim,” “Deposit Account,” “Document,” “Equipment,” “General Intangibles,” “Goods,” “Instrument,”
“Investment Property,” “Letter-of-Credit Right” and “Supporting Obligation.” 
 1.4 Certain Matters of
Construction. The terms “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. Any pronoun used shall be
deemed to cover all genders. In the computation of periods of time from a specified date to a later specified date, “from” means “from and including,” and “to” and “until” each mean “to but
excluding.” The terms “including” and “include” shall mean “including, without limitation” and, for purposes of each Loan Document, the parties agree that the rule of ejusdem generis shall not be applicable
to limit any provision. Section titles appear as a matter of convenience only and shall not affect the interpretation of any Loan Document. All references to (a) laws or statutes include all related rules, regulations, interpretations,
amendments and successor provisions; (b) any document, instrument or agreement include any amendments, waivers and other modifications, extensions or renewals (to the extent permitted by the Loan Documents); (c) any section mean, unless
the context otherwise requires, a section of this Agreement; (d) any exhibits or schedules mean, unless the context otherwise requires, exhibits and schedules attached hereto, which are hereby incorporated by reference; (e) any Person
include successors and assigns; (f) unless otherwise specified, time of day mean Chicago time of day (daylight or standard, as applicable); or (g) discretion of Agent, Issuing Bank or any Lender mean the sole and absolute discretion of
such Person acting reasonably. All calculations of Value, fundings of Loans, issuances of Letters of Credit and payments of Obligations shall be in Dollars and, unless the context otherwise requires, all determinations (including calculations of
Tranche A Borrowing Base, Tranche B Borrowing Base and Aggregate Borrowing Base and financial covenants) made from time to time under the Loan Documents shall be made in light of the circumstances existing at such time. Aggregate Borrowing Base,
Tranche A Borrowing Base and Tranche B Borrowing Base calculations shall be consistent with historical methods of valuation and calculation, and otherwise satisfactory to Agent (and not necessarily calculated in accordance with GAAP). Borrowers
shall have the burden of establishing any alleged negligence, misconduct or lack of good faith by Agent, Issuing Bank or any Lender under any Loan Documents. No provision of any Loan Documents shall be construed against any party by reason of such
party having, or being deemed to have, drafted the provision. Whenever the phrase “to the best of Borrowers’ knowledge” or words of similar import are used in any Loan Documents, it means actual knowledge of a Senior Officer, or
knowledge that a Senior Officer would have obtained if he or she had engaged in good faith and diligent performance of his or her duties, including reasonably specific inquiries of employees or agents and a good faith attempt to ascertain the matter
to which such phrase relates. 

  
 -33- 









	SECTION 2.	CREDIT FACILITIES 

 2.1 Revolver Commitment. 

2.1.1 Revolver Loans. 

(a) Each Tranche A Revolver Lender agrees, severally on a Pro Rata basis up to its Tranche A Revolver Commitment, on the terms set forth
herein, to make Tranche A Revolver Loans to Borrowers from time to time through the Tranche A Revolver Termination Date, provided that prior to the Tranche B Revolver Termination Date, no Tranche A Revolver Loan (other than any Protective Advances
or Overadvances or Tranche A Revolver Loans deemed to have been made pursuant to Section 2.3.2 and except as set forth in Section 4.1.3(b)) shall be made pursuant to this Section 2.1.1(a) at any time when the
outstanding principal amount of the Tranche B Revolver Loan is less than the Tranche B Maximum Amount. Tranche A Revolver Loans may be repaid and reborrowed as provided herein. In no event shall Tranche A Revolver Lenders have any obligation to
honor a request for a Tranche A Revolver Loan if (x) the unpaid balance of Tranche A Revolver Loans outstanding at such time (including the requested Loan) would exceed an amount equal to the Aggregate Borrowing Base minus the Tranche B
Borrowing Base or (y) the sum of the unpaid balance of Tranche A Revolver Loans outstanding at such time (including the requested Loan) plus the unpaid balance of Tranche B Revolver Loans outstanding at such time would exceed the
Aggregate Borrowing Base. 
 (b) Each Tranche B Revolver Lender agrees, severally on a Pro Rata basis up to its Tranche B Revolver
Commitment, on the terms set forth herein, to make Tranche B Revolver Loans to Borrowers from time to time through the Tranche B Revolver Termination Date. Tranche B Revolver Loans may be repaid and reborrowed as provided herein; provided
that, prior to the Tranche B Revolver Termination Date, prior to repaying any Tranche B Revolver Loan, all outstanding Tranche A Revolver Loans shall have been repaid in full and all outstanding LC Obligations shall have been Cash Collateralized. In
no event shall Tranche B Revolver Lenders have any obligation to honor a request for a Tranche B Revolver Loan if (x) the unpaid balance of Tranche B Revolver Loans outstanding at such time (including the requested Loan) would exceed an amount
equal to the Aggregate Borrowing Base minus the Tranche A Borrowing Base or (y) the sum of the unpaid balance of Tranche B Revolver Loans outstanding at such time (including the requested Loan) plus the unpaid balance of Tranche A
Revolver Loans outstanding at such time would exceed the Aggregate Borrowing Base. 
 2.1.2 Revolver Notes. The Revolver Loans made
by each Lender and interest accruing thereon shall be evidenced by the records of Agent and such Lender. At the request of any Tranche A Revolver Lender, Borrowers shall deliver a Tranche A Revolver Note to such Lender. At the request of any Tranche
B Revolver Lender, Borrowers shall deliver a Tranche B Revolver Note to such Lender. 

  
 -34- 








 2.1.3 Use of Proceeds. The proceeds of Revolver Loans shall be used by Borrowers solely
(a) to pay fees and transaction expenses associated with the closing of this credit facility; (b) to pay Obligations in accordance with this Agreement; (c) for working capital and other lawful general corporate purposes of Borrowers
and (d) to issue Letters of Credit in accordance with the terms hereof. Borrowers shall not, directly or indirectly, use any Letter of Credit or the proceeds of any Loan, nor use, lend, contribute or otherwise make available any Letter of
Credit or proceeds of any Loan to any Subsidiary, joint venture partner or other Person, (y) to fund any activities of or business with any Person, or in any Designated Jurisdiction, that, at the time of issuance of the Letter of Credit or
funding of the Loan, is the subject of Sanctions; or (z) in any manner that will directly result in a violation of Sanctions by any Person (including any Secured Party or other individual or entity participating in the transaction). 

2.1.4 Voluntary Reduction or Termination of Revolver Commitments. 

(a) The Tranche A Revolver Commitments shall terminate on the Tranche A Revolver Termination Date, unless sooner terminated in accordance
with this Agreement. The Tranche B Revolver Commitments shall terminate on the Tranche B Revolver Termination Date, unless sooner terminated in accordance with this Agreement. Upon at least 30 days prior written notice to Agent, Borrowers may, at
their option, terminate the Tranche A Revolver Commitments, Tranche B Revolver Commitments and this credit facility. Any notice of termination given by Borrowers shall be irrevocable; provided that such notice may state that such notice is
conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by Borrowers (by notice to the Agent on or prior to the specified effective date) if such condition is not satisfied. On the termination date,
Borrowers shall make Full Payment of all Obligations. 
 (b) Borrowers may permanently reduce the Tranche A Revolver Commitments, on a Pro
Rata basis for each Lender, upon at least 30 days prior written notice to Agent, which notice shall specify the amount of the reduction and shall be irrevocable once given. Each reduction shall be in a minimum amount of $5,000,000, or an increment
of $1,000,000 in excess thereof. 
 (c) Borrowers may permanently reduce the Tranche B Revolver Commitments, on a Pro Rata basis for each
Lender, upon at least 30 days prior written notice to Agent, which notice shall specify the amount of the reduction and shall be irrevocable once given. Each reduction shall be in a minimum amount of $5,000,000, or an increment of $1,000,000 in
excess thereof. 
 2.1.5 Overadvances. If the aggregate outstanding Revolver Loans exceed the Aggregate Borrowing Base
(“Overadvance”) at any time, the excess amount shall be payable by Borrowers on demand by Agent or Required Lenders, but all such Revolver Loans shall nevertheless constitute Obligations secured by the Collateral and entitled
to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has
been revoked in writing by Required Lenders, Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is greater than the Tranche B Maximum Amount, Tranche A Revolver Lenders to honor requests
for Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Event of Default is known to Agent, as long as (i) the Overadvance does not continue for more than 30 consecutive days (and no
Overadvance may exist for at least five consecutive days thereafter before further Overadvance Loans are required), and (ii) the Overadvance is not known by Agent to exceed 10% of the aggregate Revolver Commitments then in effect; and
(b) regardless of whether an Event of Default exists, if Agent discovers an Overadvance not previously known by it to exist, as long as from the date of such discovery the Overadvance (i) is not increased by more than 10% of the aggregate
Revolver Commitments then in effect, and (ii) does not continue for more than 30 consecutive days; provided, however, that there shall be no more than three separate Overadvances in any Loan Year. In no event shall Overadvance
Loans be required that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B
Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations to exceed the aggregate Revolver Commitments. Any funding of an Overadvance Loan or
sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. In no event shall any Borrower or other Obligor be deemed a beneficiary of this Section nor authorized to enforce any of its
terms. If the aggregate Tranche B Revolver Loans exceed at any time (A) the Aggregate Borrowing Base minus Tranche A Borrowing Base or (B) the Tranche B Maximum Amount, the excess amount, on a Pro Rata basis for each Tranche B
Revolver Lender, shall be automatically converted into an outstanding principal amount of the Tranche A Revolver Loan, on a Pro Rata basis for each Tranche A Revolver Lender. 

  
 -35- 








 2.1.6 Protective Advances. Agent shall be authorized, in its discretion, at any time that
any conditions in Section 6 are not satisfied, to make Base Rate Revolver Loans (“Protective Advances”) (a) up to an aggregate amount of $2,500,000 outstanding at any time, if Agent deems such Loans necessary or
desirable to preserve or protect Collateral, or to enhance the collectibility or repayment of Obligations; or (b) to pay any other amounts chargeable to Obligors under any Loan Documents, including costs, fees and expenses; provided that
such Revolver Loans shall be Tranche A Revolver Loans unless the outstanding principal amount of Tranche B Revolver Loans is less than the Tranche B Maximum Amount, in which case up to an amount equal to the Tranche B Maximum Amount minus the
outstanding principal amount of Tranche B Revolver Loans of such Revolver Loans shall be Tranche B Revolver Loans, and the remaining amount of such Revolver Loans shall be Tranche A Revolver Loans; provided further that, (i) the
aggregate amount of outstanding Protective Advances constituting Tranche A Revolver Loans plus the outstanding Tranche A Revolver Loans and LC Obligations of any Lender shall not exceed its Tranche A Revolver Commitment, (ii) the
aggregate amount of outstanding Protective Advances constituting Tranche A Revolver Loans plus the outstanding Tranche B Revolver Loans of any Lender shall not exceed its Tranche B Revolver Commitment and (iii) the outstanding Revolver
Loans and LC Obligations shall not exceed the aggregate Revolver Commitments. Each Tranche A Revolver Lender or Tranche B Revolver Lender, as applicable, shall participate in each Protective Advance on a Pro Rata basis. Required Lenders may at any
time revoke Agent’s authority to make further Protective Advances by written notice to Agent. Absent such revocation, Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. 

2.1.7 Incremental Facilities 

(a) Borrower Agent may by written notice to Agent elect to request, on behalf of Borrowers, prior to the Tranche A Revolver Termination Date,
an increase to the existing Tranche A Revolver Commitments (any such increase, the “New Tranche A Revolver Commitments”), by an amount not in excess of $160,000,000 in the aggregate after the Closing Date and not less than
$20,000,000 individually (or such lesser amount which (i) shall be approved by Agent or (ii) shall constitute the difference between $160,000,000 and all such New Tranche A Revolver Commitments obtained prior to such date), and integral
multiples of $5,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrowers propose that the New Tranche A Revolver Commitments shall be effective, which
shall be a date not less than 10 Business Days after the date on which such notice is delivered to Agent and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Tranche A Revolver Lender”)
to whom Borrowers propose any portion of such New Tranche A Revolver Commitments be allocated and the amounts of such allocations; provided that Agent may elect or decline to arrange such New Tranche A Revolver Commitments in its sole
discretion and any Lender approached to provide all or a portion of the New Tranche A Revolver Commitments may elect or decline, in its sole discretion, to provide a New Tranche A Revolver Commitment. Such New Tranche A Revolver Commitments shall
become effective as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Tranche A Revolver Commitments; (2) Borrower
Agent shall have delivered pro forma financial statements and a pro forma Compliance Certificate, dated as of the Increased Amount Date, in form and substance satisfactory to Agent, (3) the New Tranche A Revolver Commitments shall be effected
pursuant to one or more Joinder Agreements executed and delivered by Borrowers, the New Tranche A Revolver Lender and Agent, each of which shall be recorded by Agent, (4) each New Tranche A Revolver Lender shall be subject to the requirements
set forth in, and shall deliver the documents required to be delivered pursuant to, Sections 5.10.1 and 5.10.2; (5) Borrowers shall make any payments required pursuant to Section 3.9 in connection with the New Tranche A
Revolver Commitments and the re-allocation of loans contemplated by Section 2.1.7(b) below; and (6) Borrowers shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by Agent in
connection with any such transaction. 

  
 -36- 








 (b) On any Increased Amount Date on which New Tranche A Revolver Commitments are effected,
subject to the satisfaction of the foregoing terms and conditions, (i) each of the Lenders shall assign to each of the New Tranche A Revolver Lenders, and each of the New Tranche A Revolver Lenders shall purchase from each of the Lenders, at
the principal amount thereof (together with accrued interest), such interests in the Tranche A Revolver Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases,
such Revolver Loans will be held by existing Lenders and New Tranche A Revolver Lenders ratably in accordance with their Tranche A Revolver Commitments after giving effect to the addition of such New Tranche A Revolver Commitments to the Tranche A
Revolver Commitments, (ii) each New Tranche A Revolver Commitment shall be deemed for all purposes a Tranche A Revolver Commitment and each Loan made thereunder (a “New Revolver Loan”) shall be deemed, for all purposes, a
Tranche A Revolver Loan and (iii) each New Tranche A Revolver Lender shall become a Lender with respect to the New Tranche A Revolver Commitment and all matters relating thereto. 

(c) Agent shall notify Lenders promptly upon receipt of Borrower Agent’s notice of each Increased Amount Date and in respect thereof
(i) the Tranche A New Revolver Commitments and the New Lenders, and (ii) the respective interests in each Lender’s Tranche A Revolver Loans subject to the assignments contemplated by this Section 2.1.7. 

(d) The terms and provisions of the New Tranche A Revolver Loans shall be identical to the Tranche A Revolver Loans. Each Joinder Agreement
may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent to effect the provision of this Section 2.1.7. 

2.2 [Reserved]. 

  
 -37- 








 2.3 Letter of Credit Facility. 

2.3.1 Issuance of Letters of Credit. Issuing Bank agrees to issue Letters of Credit from time to time until 30 days prior to the
Tranche A Revolver Termination Date (or until the Commitment Termination Date, if earlier), on the terms set forth herein, including the following: 

(a) Each Borrower acknowledges that Issuing Bank’s willingness to issue any Letter of Credit is conditioned upon Issuing Bank’s
receipt of a LC Application with respect to the requested Letter of Credit, as well as such other instruments and agreements as Issuing Bank may customarily require for issuance of a letter of credit of similar type and amount. Issuing Bank shall
have no obligation to issue any Letter of Credit unless (i) Issuing Bank receives a LC Request and LC Application at least three Business Days prior to the requested date of issuance; (ii) each LC Condition is satisfied; and (iii) if
a Defaulting Lender exists, such Lender or Borrowers have entered into arrangements satisfactory to Agent and Issuing Bank to eliminate any Fronting Exposure associated with such Lender. If Issuing Bank receives written notice from a Lender at least
five Business Days before issuance of a Letter of Credit that any LC Condition has not been satisfied, Issuing Bank shall have no obligation to issue the requested Letter of Credit (or any other) until such notice is withdrawn in writing by that
Lender or until Required Lenders have waived such condition in accordance with this Agreement. Prior to receipt of any such notice, Issuing Bank shall not be deemed to have knowledge of any failure of LC Conditions. 

(b) Letters of Credit may be requested by a Borrower only (i) to support obligations of such Borrower or its Subsidiaries incurred in
the Ordinary Course of Business; or (ii) as otherwise approved by Agent. The renewal or extension of any Letter of Credit shall be treated as the issuance of a new Letter of Credit, except that delivery of a new LC Application shall be required
at the discretion of Issuing Bank. 
 (c) Borrowers assume all risks of the acts, omissions or misuses of any Letter of Credit by the
beneficiary. In connection with issuance of any Letter of Credit, none of Agent, Issuing Bank or any Lender shall be responsible for the existence, character, quality, quantity, condition, packing, value or delivery of any goods purported to be
represented by any Documents; any differences or variation in the character, quality, quantity, condition, packing, value or delivery of any goods from that expressed in any Documents; the form, validity, sufficiency, accuracy, genuineness or legal
effect of any Documents or of any endorsements thereon; the time, place, manner or order in which shipment of goods is made; partial or incomplete shipment of, or failure to ship, any goods referred to in a Letter of Credit or Documents; any
deviation from instructions, delay, default or fraud by any shipper or other Person in connection with any goods, shipment or delivery; any breach of contract between a shipper or vendor and a Borrower; errors, omissions, interruptions or delays in
transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, e-mail, telephone or otherwise; errors in interpretation of technical terms; the misapplication by a beneficiary of any Letter of Credit or the proceeds thereof;
or any consequences arising from causes beyond the control of Issuing Bank, Agent or any Lender, including any act or omission of a Governmental Authority. The rights and remedies of Issuing Bank under the Loan Documents shall be cumulative. Issuing
Bank shall be fully subrogated to the rights and remedies of each beneficiary whose claims against Borrowers are discharged with proceeds of any Letter of Credit. 

(d) In connection with its administration of and enforcement of rights or remedies under any Letters of Credit or LC Documents, Issuing Bank
shall be entitled to act, and shall be fully protected in acting, upon any certification, documentation or communication in whatever form believed by Issuing Bank, in good faith, to be genuine and correct and to have been signed, sent or made by a
proper Person. Issuing Bank may consult with and employ legal counsel, accountants and other experts to advise it concerning its obligations, rights and remedies, and shall be entitled to act upon, and shall be fully protected in any action taken in
good faith reliance upon, any advice given by such experts. Issuing Bank may employ agents and attorneys-in-fact in connection with any matter relating to Letters of Credit or LC Documents, and shall not be liable for the negligence or misconduct of
agents and attorneys-in-fact selected with reasonable care. 

  
 -38- 








 2.3.2 Reimbursement; Participations. 

(a) If Issuing Bank honors any request for payment under a Letter of Credit, Borrowers shall pay to Issuing Bank, on the same day
(“Reimbursement Date”), the amount paid by Issuing Bank under such Letter of Credit, together with interest at the interest rate for Base Rate Revolver Loans from the Reimbursement Date until payment by Borrowers. The obligation of
Borrowers to reimburse Issuing Bank for any payment made under a Letter of Credit shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any Letter of
Credit or the existence of any claim, setoff, defense or other right that Borrowers may have at any time against the beneficiary. Whether or not Borrower Agent submits a Notice of Borrowing, Borrowers shall be deemed to have requested a Borrowing of
Base Rate Tranche A Revolver Loans in an amount necessary to pay all amounts due Issuing Bank on any Reimbursement Date and each Tranche A Revolver Lender agrees to fund its Pro Rata share of such Borrowing whether or not the Commitments have
terminated, an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied. 
 (b) Upon issuance of
a Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from Issuing Bank, without recourse or warranty, an undivided Pro Rata interest and participation in all LC Obligations relating to the Letter of
Credit. If Issuing Bank makes any payment under a Letter of Credit and Borrowers do not reimburse such payment on the Reimbursement Date, Agent shall promptly notify Tranche A Revolver Lenders and each Tranche A Revolver Lender shall promptly
(within one Business Day) and unconditionally pay to Agent, for the benefit of Issuing Bank, the Tranche A Revolver Lender’s Pro Rata share of such payment. Upon request by a Tranche A Revolver Lender, Issuing Bank shall furnish copies of any
Letters of Credit and LC Documents in its possession at such time. 
 (c) The obligation of each Tranche A Revolver Lender to make payments
to Agent for the account of Issuing Bank in connection with Issuing Bank’s payment under a Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, setoff, qualification or exception whatsoever, and
shall be made in accordance with this Agreement under all circumstances, irrespective of any lack of validity or unenforceability of any Loan Documents; any draft, certificate or other document presented under a Letter of Credit having been
determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or the existence of any setoff or defense that any Obligor may have with respect to any Obligations.
Issuing Bank does not assume any responsibility for any failure or delay in performance or any breach by any Borrower or other Person of any obligations under any LC Documents. Issuing Bank does not make to Lenders any express or implied warranty,
representation or guaranty with respect to the Collateral, LC Documents or any Obligor. Issuing Bank shall not be responsible to any Lender for any recitals, statements, information, representations or warranties contained in, or for the execution,
validity, genuineness, effectiveness or enforceability of any LC Documents; the validity, genuineness, enforceability, collectibility, value or sufficiency of any Collateral or the perfection of any Lien therein; or the assets, liabilities,
financial condition, results of operations, business, creditworthiness or legal status of any Obligor. 
 (d) No Issuing Bank Indemnitee
shall be liable to any Lender or other Person for any action taken or omitted to be taken in connection with any LC Documents except as a result of its actual gross negligence or willful misconduct. Issuing Bank shall not have any liability to any
Lender if Issuing Bank refrains from any action under any Letter of Credit or LC Documents until it receives written instructions from Required Lenders. 

  
 -39- 








 2.3.3 Cash Collateral. If any LC Obligations, whether or not then due or payable, shall
for any reason be outstanding at any time (a) that an Event of Default exists, (b) that the outstanding principal amount of the Tranche A Revolver Loans is greater than an amount equal to the Aggregate Borrowing Base minus the
Tranche B Borrowing Base, (c) the outstanding principal amount of the Tranche A Revolver Loans, plus the Tranche B Revolver Loans plus the LC obligations is greater than the Aggregate Borrowing Base, (d) after the Commitment
Termination Date, or (e) within 20 Business Days prior to the Tranche A Revolver Termination Date, then Borrowers shall, at Issuing Bank’s or Agent’s request, Cash Collateralize the stated amount of all outstanding Letters of Credit
and pay to Issuing Bank the amount of all other LC Obligations. Borrowers shall, on demand by Issuing Bank or Agent from time to time, Cash Collateralize the Fronting Exposure of any Defaulting Lender. If Borrowers fail to provide any Cash
Collateral as required hereunder, Tranche A Revolver Lenders may (and shall upon direction of Agent) advance, as Tranche A Revolver Loans, the amount of the Cash Collateral required (whether or not the Commitments have terminated, an Overadvance
exists or the conditions in Section 6 are satisfied). 
  

	SECTION 3.	INTEREST, FEES AND CHARGES 

 3.1 Interest. 

3.1.1 Rates and Payment of Interest. 

(a) The Obligations shall bear interest (i) if a Base Rate Loan, at the Base Rate in effect from time to time, plus the
Applicable Margin; (ii) if a LIBOR Loan, at LIBOR for the applicable Interest Period, plus the Applicable Margin; and (iii) if any other Obligation (including, to the extent permitted by law, interest not paid when due), at the Base
Rate in effect from time to time, plus the Applicable Margin for Base Rate Tranche A Revolver Loans. Interest shall accrue from the date the Loan is advanced or the Obligation is incurred or payable, until paid by Borrowers. If a Loan is repaid on
the same day made, one day’s interest shall accrue. 
 (b) During an Insolvency Proceeding with respect to any Borrower, or during any
other Event of Default if Agent or Required Lenders in their discretion so elect, outstanding Obligations shall bear interest at the Default Rate (whether before or after any judgment). Each Borrower acknowledges that the cost and expense to Agent
and Lenders due to an Event of Default are difficult to ascertain and that the Default Rate is a fair and reasonable estimate to compensate Agent and Lenders for this. 

(c) Interest accrued on the Loans shall be due and payable in arrears, (i) on the first day of each month; (ii) on any date of
prepayment, with respect to the principal amount of Loans being prepaid; and (iii) on the Commitment Termination Date. Interest accrued on any other Obligations shall be due and payable as provided in the Loan Documents and, if no payment date
is specified, shall be due and payable on demand. Notwithstanding the foregoing, interest accrued at the Default Rate shall be due and payable on demand. 

3.1.2 Application of LIBOR to Outstanding Loans. 

(a) Borrowers may on any Business Day, subject to delivery of a Notice of Conversion/Continuation, elect to convert any portion of the Base
Rate Loans to, or to continue any LIBOR Loan at the end of its Interest Period as, a LIBOR Loan. During any Default or Event of Default, Agent may (and shall at the direction of Required Lenders) declare that no Loan may be made, converted or
continued as a LIBOR Loan. 

  
 -40- 








 (b) Whenever Borrowers desire to convert or continue Loans as LIBOR Loans, Borrower Agent shall
give Agent a Notice of Conversion/Continuation, no later than 11:00 a.m. at least three Business Days before the requested conversion or continuation date. Promptly after receiving any such notice, Agent shall notify each Lender thereof. Each Notice
of Conversion/Continuation shall be irrevocable, and shall specify the amount of Loans to be converted or continued, the conversion or continuation date (which shall be a Business Day), whether such Loans are Tranche A Revolver Loans or Tranche B
Revolver Loans and the duration of the Interest Period (which shall be deemed to be 30 days if not specified). If, upon the expiration of any Interest Period in respect of any LIBOR Loans, Borrowers shall have failed to deliver a Notice of
Conversion/Continuation, they shall be deemed to have elected to convert such Loans into Base Rate Loans. Agent does not warrant or accept responsibility for, nor shall it have any liability with respect to, administration, submission or any other
matter related to any rate described in the definition of LIBOR. 
 3.1.3 Interest Periods. In connection with the making, conversion
or continuation of any LIBOR Loans, Borrowers shall select an interest period (“Interest Period”) to apply, which interest period shall be 30, 60, or 90 days; provided, however, that: 

(a) the Interest Period shall commence on the date the Loan is made or continued as, or converted into, a LIBOR Loan, and shall expire on the
numerically corresponding day in the calendar month at its end; 
 (b) if any Interest Period commences on a day for which there is no
corresponding day in the calendar month at its end or if such corresponding day falls after the last Business Day of such month, then the Interest Period shall expire on the last Business Day of such month; and if any Interest Period would expire on
a day that is not a Business Day, the period shall expire on the next Business Day; and 
 (c) no Interest Period with respect to Tranche A
Revolver Loan shall extend beyond the Tranche A Revolver Termination Date, and no Interest Period with respect to Tranche B Revolver Loan shall extend beyond the Tranche B Revolver Termination Date. 

3.1.4 Interest Rate Not Ascertainable. If Agent shall determine that on any date for determining LIBOR, due to any circumstance
affecting the London interbank market, adequate and fair means do not exist for ascertaining such rate on the basis provided herein, then Agent shall immediately notify Borrowers of such determination. Until Agent notifies Borrowers that such
circumstance no longer exists, the obligation of Lenders to make LIBOR Loans shall be suspended, and no further Loans may be converted into or continued as LIBOR Loans. 

3.2 Fees. 
 3.2.1
Unused Line Fee. Borrowers shall pay to Agent, for the Pro Rata benefit of Tranche A Revolver Lenders (other than any Defaulting Lender for so long as such Defaulting Lender has not funded its Pro Rata share of a Tranche A Revolver Loan), a
fee equal to the Unused Line Fee Percentage (set forth in the definition of the term “Applicable Margin”) per annum times the amount by which the Tranche A Revolver Commitments (other than Tranche A Revolver Commitments of a Defaulting
Lender for so long as such Defaulting Lender has not funded its Pro Rata share of a Tranche A Revolver Loan) exceed the average daily balance of Tranche A Revolver Loans and stated amount of Letters of Credit during any month. Such fees shall be
payable in arrears, on the first day of each month and on the earliest to occur of (a) the Tranche A Revolver Termination Date; (b) the date on which Borrowers terminate the Revolver Commitments pursuant to Section 2.1.4; and
(c) the date on which the Revolver Commitments are terminated pursuant to Section 11.2. In addition, Borrowers shall pay to Agent, for the Pro Rata benefit of Tranche B Revolver Lenders (other than any Defaulting Lender for so long
as such Defaulting Lender has not funded its Pro Rata share of a Tranche B Revolver Loan), a fee equal to the Unused Line Fee Percentage (set forth in the definition of the term “Applicable Margin”) per annum times the amount by which the
Tranche B Revolver Commitments (other than Tranche B Revolver Commitments of a Defaulting Lender for so long as such Defaulting Lender has not funded its Pro Rata share of a Tranche B Revolver Loan) exceed the average daily balance of Tranche B
Revolver Loans during any month. Such fee shall be payable in arrears, on the first day of each month and on the earliest to occur of (a) the Tranche B Revolver Termination Date; (b) the date on which Borrowers terminate the Revolver
Commitments pursuant to Section 2.1.4; and (c) the date on which the Revolver Commitments are terminated pursuant to Section 11.2. 

  
 -41- 








 3.2.2 LC Facility Fees. Borrowers shall pay (a) to Agent, for the Pro Rata benefit of
Tranche A Revolver Lenders, a fee equal to the LC Fee Percentage times the average daily stated amount of Letters of Credit, which fee shall be payable monthly in arrears, on the first day of each month; (b) to each Issuing Bank, for its
own account, a fronting fee equal to 0.125% per annum on the stated amount of each Letter of Credit issued by such Issuing Bank, which fee shall be payable monthly in arrears, on the first day of each month; and (c) to each Issuing Bank,
for its own account, all customary charges associated with the issuance, amending, negotiating, payment, processing, transfer and administration of Letters of Credit, which charges shall be paid as and when incurred. During an Insolvency Proceeding
with respect to any Borrower, or during any other Event of Default if Agent or Required Lenders in their discretion so elect, the fee payable under clause (a) shall be increased by 2% per annum. 

3.2.3 Agent Fees. In consideration of Agent’s syndication of the Commitments and service as Agent hereunder, Borrowers shall pay
to Agent, for its own account, the fees described in the Fee Letter. 
 3.3 Computation of Interest, Fees, Yield Protection.
All interest, as well as fees and other charges calculated on a per annum basis, shall be computed for the actual days elapsed, based on a year of 360 days. Each determination by Agent of any interest, fees or interest rate hereunder shall be final,
conclusive and binding for all purposes, absent manifest error. All fees shall be fully earned when due and shall not be subject to rebate, refund or proration. All fees payable under Section 3.2 are compensation for services and are
not, and shall not be deemed to be, interest or any other charge for the use, forbearance or detention of money. A certificate as to amounts payable by Borrowers under Section 3.4, 3.6, 3.7, 3.9 or 5.9, submitted to Borrower Agent
by Agent or the affected Lender, as applicable, shall be final, conclusive and binding for all purposes, absent manifest error, and Borrowers shall pay such amounts to the appropriate party within 10 days following receipt of the certificate. 

3.4 Reimbursement Obligations. Borrowers shall reimburse Agent for all Extraordinary Expenses. Borrowers shall also reimburse
Agent for all reasonable and documented out-of-pocket and allocated internal legal, accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) negotiation and preparation of any Loan Documents,
including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of
Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal with respect to any Obligor or
Collateral, whether prepared by Agent’s personnel or a third party. All reasonable legal, accounting and consulting fees shall be charged to Borrowers by Agent’s professionals at their full hourly rates, regardless of any reduced or
alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such professionals with respect to this or any other transaction. If, for any reason (including inaccurate reporting on financial statements or a
Compliance Certificate), it is determined that (i) a higher Applicable Margin should have applied to a period than was actually applied, then the proper margin shall be applied retroactively and Borrowers shall immediately pay to Agent, for the
Pro Rata benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid and (ii) a lower Applicable Margin should have applied to a
period than was actually applied, then, neither Agent nor any Lender shall have any obligation to repay any interest or fees to Borrowers; provided, if, no Event of Default exists, the amount equal to the difference between the amount of interest
and fees actually paid and the amount of interest and fees that would have accrued using the proper Applicable Margin shall be credited in a manner reasonably acceptable to Agent against interest and fees payable hereunder in the next succeeding
period; provided, further, if as a result of any restatement or other event a proper calculation of the Applicable Margin would have resulted in higher pricing for one or more periods and lower pricing for one or more other periods (due to the
shifting of income or expenses from one period to another period or any similar reason), then the amount payable by Borrowers pursuant to clause (i) above shall be based upon the excess, if any, of the amount of interest and fees that should
have been paid for all applicable periods over the amount of interest and fees paid for all such periods. All amounts payable by Borrowers under this Section shall be due on demand. 

  
 -42- 








 3.5 Illegality. If any Lender determines that any Applicable Law has made it
unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund LIBOR Loans, or to determine or charge interest rates based upon LIBOR, or any Governmental
Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to Agent, any obligation of such Lender to make
or continue LIBOR Loans or to convert Base Rate Loans to LIBOR Loans shall be suspended until such Lender notifies Agent that the circumstances giving rise to such determination no longer exist. Upon delivery of such notice, Borrowers shall prepay
or, if applicable, convert all LIBOR Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBOR Loans to such day, or immediately, if such Lender may
not lawfully continue to maintain such LIBOR Loans. Upon any such prepayment or conversion, Borrowers shall also pay accrued interest on the amount so prepaid or converted. 

3.6 Inability to Determine Rates. If Required Lenders notify Agent for any reason in connection with a request for a Borrowing
of, or conversion to or continuation of, a LIBOR Loan that (a) Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Loan, (b) adequate and reasonable
means do not exist for determining LIBOR for the requested Interest Period, or (c) LIBOR for the requested Interest Period does not adequately and fairly reflect the cost to such Lenders of funding such Loan, then Agent will promptly so notify
Borrower Agent and each Lender. Thereafter, the obligation of Lenders to make or maintain LIBOR Loans shall be suspended until Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, Borrower Agent may revoke
any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan or, failing that, will be deemed to have submitted a request for a Base Rate Loan. 

3.7 Increased Costs; Capital Adequacy. 

3.7.1 Change in Law. If any Change in Law shall: 

(a) impose modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets
of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in calculating LIBOR) or Issuing Bank; 

  
 -43- 








 (b) subject any Lender or Issuing Bank to any Tax with respect to any Loan, Loan Document,
Letter of Credit or participation in LC Obligations, or change the basis of taxation of payments to such Lender or Issuing Bank in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 5.9 and the imposition of,
or any change in the rate of, any Excluded Tax payable by such Lender or Issuing Bank); or 
 (c) impose on any Lender or Issuing Bank or
the London interbank market any other condition, cost or expense affecting any Loan, Loan Document, Letter of Credit or participation in LC Obligations, or Commitment; 

and the result thereof shall be to increase the cost to such Lender of making or maintaining any LIBOR Loan (or of maintaining its obligation to make any such
Loan) or Commitment, or to increase the cost to such Lender or Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the
amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or Issuing Bank, Borrowers will pay to such Lender or Issuing Bank, as
applicable, such additional amount or amounts as will compensate such Lender or Issuing Bank, as applicable, for such additional costs incurred or reduction suffered. 

3.7.2 Capital Adequacy. If any Lender or Issuing Bank determines that any Change in Law affecting such Lender or Issuing Bank or any
Lending Office of such Lender or such Lender’s or Issuing Bank’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s, Issuing Bank’s or
holding company’s capital as a consequence of this Agreement, or such Lender’s or Issuing Bank’s Commitments, Loans, Letters of Credit or participations in LC Obligations, to a level below that which such Lender, Issuing Bank or
holding company would have achieved but for such Change in Law (taking into consideration such Lender’s, Issuing Bank’s and holding company’s policies with respect to capital adequacy), then from time to time Borrowers will pay to
such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate it or its holding company for any such reduction suffered. 

3.7.3 Compensation. Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section shall
not constitute a waiver of its right to demand such compensation, but Borrowers shall not be required to compensate a Lender or Issuing Bank for any increased costs incurred or reductions suffered more than six months prior to the date that the
Lender or Issuing Bank notifies Borrower Agent of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor (except that, if the Change in Law giving
rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof). 

3.8 Mitigation. If any Lender gives a notice under Section 3.5 or requests compensation under
Section 3.7, or if Borrowers are required to pay additional amounts with respect to a Lender under Section 5.9, then such Lender shall use reasonable efforts to designate a different Lending Office or to assign its rights and
obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future,
as applicable; and (b) would not subject the Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to it or unlawful. Borrowers shall pay all reasonable costs and expenses incurred by any Lender in connection
with any such designation or assignment. 
 3.9 Funding Losses. If for any reason (other than default by a Lender)
(a) any Borrowing of, or conversion to or continuation of, a LIBOR Loan does not occur on the date specified therefor in a Notice of Borrowing or Notice of Conversion/Continuation (whether or not withdrawn), (b) any repayment or conversion
of a LIBOR Loan occurs on a day other than the end of its Interest Period, (c) Borrowers fail to repay a LIBOR Loan when required hereunder or (d) a Lender (other than a Defaulting Lender) is required to assign a LIBOR Loan prior to the
end of its Interest Period pursuant to Section 12.10, then Borrowers shall pay to Agent its customary administrative charge and to each Lender all losses and expenses that it sustains as a consequence thereof, including loss of
anticipated profits and any loss or expense arising from liquidation or redeployment of funds or from fees payable to terminate deposits of matching funds. Lenders shall not be required to purchase Dollar deposits in the London interbank market or
any other offshore Dollar market to fund any LIBOR Loan, but the provisions hereof shall be deemed to apply as if each Lender had purchased such deposits to fund its LIBOR Loans. 

  
 -44- 








 3.10 Maximum Interest. Notwithstanding anything to the contrary contained in any
Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by Applicable Law (“maximum rate”). If Agent or any Lender shall receive interest in
an amount that exceeds the maximum rate, the excess interest shall be applied to the principal of the Obligations or, if it exceeds such unpaid principal, refunded to Borrowers. In determining whether the interest contracted for, charged or received
by Agent or a Lender exceeds the maximum rate, such Person may, to the extent permitted by Applicable Law, (a) characterize any payment that is not principal as an expense, fee or premium rather than interest; (b) exclude voluntary
prepayments and the effects thereof; and (c) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder. 

 

	SECTION 4.	LOAN ADMINISTRATION 

 4.1 Manner of Borrowing and Funding Revolver Loans.

 4.1.1 Notice of Borrowing. 

(a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice
must be received by Agent no later than 12:00 noon (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR
Loans. Notices received after 12:00 noon shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a
Business Day), (C) whether the Borrowing is of Tranche A Revolver Loans or Tranche B Revolver Loans; provided that such Borrowing shall be Tranche A Revolver Loans unless, prior to the Tranche B Revolver Termination Date, the outstanding
principal amount of Tranche B Revolver Loans is less than the Tranche B Maximum Amount, in which case up to an amount equal to the Tranche B Maximum Amount minus the outstanding principal amount of Tranche B Revolver Loans of such Borrowing
shall be Tranche B Revolver Loans, and the remaining amount of such Borrowing shall be Tranche A Revolver Loans, (D) whether the Borrowing is to be made as Base Rate Loans or LIBOR Loans, and (E) in the case of LIBOR Loans, the duration of
the applicable Interest Period (which shall be deemed to be 30 days if not specified). 
 (b) Unless payment is otherwise timely made by
Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product Obligations) shall be deemed to be a request for Base Rate
Revolver Loans on the due date, in the amount of such Obligations; provided that such request for Revolver Loans shall be a request for Tranche A Revolver Loans unless, prior to the Tranche B Revolver Termination Date, the outstanding
principal amount of Tranche B Revolver Loans is less than the Tranche B Maximum Amount, in which case up to an amount equal to the Tranche B Maximum Amount minus the outstanding principal amount of Tranche B Revolver Loans of such Revolver
Loans shall be a request for Tranche B Revolver Loans, and the remaining amount of such Revolver Loans shall be a request for Tranche A Revolver Loans. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant
Obligation. In addition, Agent may, at its option, charge such Obligations then due and owing against the Loan or any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. 

  
 -45- 








 (c) If Borrowers establish a controlled disbursement account with Agent or any Affiliate of
Agent, then the presentation for payment of any check, ACH or electronic debit, or other item at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in
the amount of the check and such payment item; provided that such request for Revolver Loans shall be a request for Tranche A Revolver Loans unless, prior to the Tranche B Revolver Termination Date, the outstanding principal amount of Tranche
B Revolver Loans is less than the Tranche B Maximum Amount, in which case up to an amount equal to the Tranche B Maximum Amount minus the outstanding principal amount of Tranche B Revolver Loans of such Revolver Loans shall be a request for Tranche
B Revolver Loans, and the remaining amount of such Revolver Loans shall be a request for Tranche A Revolver Loans. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

 4.1.2 Fundings by Lenders. Each Tranche A Revolver Lender shall timely honor its Tranche A Revolver Commitment by funding its Pro
Rata share of each Borrowing of Tranche A Revolver Loans that is properly requested hereunder. Each Tranche B Revolver Lender shall timely honor its Tranche B Revolver Commitment by funding its Pro Rata share of each Borrowing of Tranche B Revolver
Loans that is properly requested hereunder. Except for Borrowings to be made as Swingline Loans, Agent shall endeavor to notify Lenders of each Notice of Borrowing (or deemed request for a Borrowing) by 12:00 noon on the proposed funding date for
Base Rate Loans or by 3:00 p.m. at least two Business Days before any proposed funding of LIBOR Loans. Each Lender shall fund to Agent such Lender’s Pro Rata share of the Borrowing to the account specified by Agent in immediately available
funds not later than 2:00 p.m. on the requested funding date, unless Agent’s notice is received after the times provided above, in which event Lender shall fund its Pro Rata share by 11:00 a.m. on the next Business Day. Subject to its receipt
of such amounts from Lenders, Agent shall disburse the proceeds of the Revolver Loans as directed by Borrower Agent. Unless Agent shall have received (in sufficient time to act) written notice from a Lender that it does not intend to fund its Pro
Rata share of a Borrowing, Agent may assume that such Lender has deposited or promptly will deposit its share with Agent, and Agent may disburse a corresponding amount to Borrowers. If a Lender’s share of any Borrowing or of any settlement
pursuant to Section 4.1.3(b) is not received by Agent, then Borrowers agree to repay to Agent on demand the amount of such share, together with interest thereon from the date disbursed until repaid, at the rate applicable to the
Borrowing. 
 4.1.3 Swingline Loans; Settlement. 

(a) Agent may, but shall not be obligated to, advance Swingline Loans to Borrowers, up to an aggregate outstanding amount of $20,000,000,
unless the funding is specifically required to be made by all applicable Lenders hereunder. Each Swingline Loan shall constitute a Revolver Loan for all purposes, except that payments thereon shall be made to Agent for its own account. The
obligation of Borrowers to repay Swingline Loans shall be evidenced by the records of Agent and need not be evidenced by any promissory note. 

  
 -46- 








 (b) To facilitate administration of the Revolver Loans, Lenders and Agent agree (which agreement
is solely among them, and not for the benefit of or enforceable by any Borrower) that settlement among them with respect to Swingline Loans and other Revolver Loans may take place on a date determined from time to time by Agent, which shall occur at
least once each week. On each settlement date, settlement shall be made with each Lender in accordance with the Settlement Report delivered by Agent to Lenders; provided that Swingline Loans shall be settled as Tranche A Revolver Loans.
Between settlement dates, Agent may in its discretion apply payments on Revolver Loans to Swingline Loans, regardless of any designation by Borrower or any provision herein to the contrary. Each Lender’s obligation to make settlements with
Agent is absolute and unconditional, without offset, counterclaim or other defense, and whether or not the Commitments have terminated, an Overadvance exists or the conditions in Section 6 are satisfied. If, due to an Insolvency
Proceeding with respect to a Borrower or otherwise, any Swingline Loan may not be settled among Lenders hereunder, then (i) each Tranche B Revolver Lender shall be deemed to have purchased from Agent a Pro Rata participation in each unpaid
Swingline Loan (in an aggregate principal amount not to exceed the aggregate amount of the Tranche B Revolver Commitments minus the outstanding principal amount of Tranche B Revolver Loans) and (ii) each Tranche A Revolver Lender shall be
deemed to have purchased from Agent a Pro Rata participation in each unpaid Swingline Loan to the extent not participated to the Tranche B Revolver Lenders pursuant to the foregoing clause (i) and, in each case, such Lenders shall transfer the
amount of such participation to Agent, in immediately available funds, within one Business Day after Agent’s request therefor. 
 4.1.4
Notices. Each Borrower authorizes Agent and Lenders to extend, convert or continue Loans, effect selections of interest rates, and transfer funds to or on behalf of Borrowers based on telephonic or e-mailed instructions. Borrowers shall
confirm each such request by prompt delivery to Agent of a Notice of Borrowing or Notice of Conversion/Continuation, if applicable, but if it differs in any material respect from the action taken by Agent or Lenders, the records of Agent and Lenders
shall govern. Neither Agent nor any Lender shall have any liability for any loss suffered by a Borrower as a result of Agent or any Lender acting upon its understanding of telephonic or e-mailed instructions from a person believed in good faith by
Agent or any Lender to be a person authorized to give such instructions on a Borrower’s behalf. 
 4.2 Defaulting Lender.

 4.2.1 Reallocation of Pro Rata Share; Amendments. For purposes of determining Lenders’ obligations to fund or participate in
Loans or Letters of Credit, Agent in its discretion reallocate Pro Rata shares by excluding the Commitments and Loans of any Defaulting Lender(s) from the calculation of Pro Rata shares (provided that, no Tranche A Revolver Lender shall be
reallocated any such amounts or be required to fund any amounts pursuant to such reallocation that would cause the sum of its outstanding Tranche A Revolver Loans and its participations in outstanding Letters of Credit to exceed its Tranche A
Revolver Commitment, and no Tranche B Revolver Lender shall be reallocated any such amounts or be required to fund any amounts pursuant to such reallocation that would cause the sum of its Tranche B Revolver Loans to exceed its Tranche B Revolver
Commitment). A Defaulting Lender shall have no right to vote on any amendment, waiver or other modification of a Loan Document, except as provided in Section 14.1.1(c). 

4.2.2 Payments; Fees. Agent may, in its discretion, receive and retain any amounts payable to a Defaulting Lender under the Loan
Documents, and a Defaulting Lender shall be deemed to have assigned to Agent such amounts until all Obligations owing to Agent, non-Defaulting Lenders and other Secured Parties have been paid in full. Agent may apply such amounts to the Defaulting
Lender’s defaulted obligations, use the funds to Cash Collateralize such Lender’s Fronting Exposure, or readvance the amounts to Borrowers hereunder. A Lender shall not be entitled to receive any fees accruing hereunder during the period
in which it is a Defaulting Lender, and the unfunded portion of its Commitment shall be disregarded for purposes of calculating the unused line fee under Section 3.2.1. If any LC Obligations owing to a Defaulted Lender are reallocated to
other Tranche A Revolver Lenders, fees attributable to such LC Obligations under Section 3.2.2 shall be paid to such Tranche A Revolver Lenders. Agent shall be paid all fees attributable to LC Obligations that are not reallocated. 

  
 -47- 








 4.2.3 Cure. Borrowers, Agent and, in the case of a Defaulting Lender that is a Tranche A
Revolver Lender, Issuing Bank may agree in writing that a Tranche A Revolver Lender or a Tranche B Revolver Lender, as the case may be, is no longer a Defaulting Lender. At such time, Pro Rata shares shall be reallocated without exclusion of such
Tranche A Revolver Lender’s Commitments and Loans or such Tranche A Revolver Lender’s Commitments and Loans, as applicable, and, in the case of a Tranche A Revolver Lender, all outstanding Tranche A Revolver Loans, LC Obligations and other
exposures under the Tranche A Revolver Commitments shall be reallocated among Tranche A Revolver Lenders and settled by Agent (with appropriate payments by the reinstated Tranche A Revolver Lender) in accordance with the readjusted Pro Rata shares,
and, in the case of a Tranche B Revolver Lender, all outstanding Tranche B Revolver Loans and other exposures under the Tranche B Revolver Commitments shall be reallocated among Tranche B Revolver Lenders and settled by Agent (with appropriate
payments by the reinstated Tranche B Revolver Lender) in accordance with the readjusted Pro Rata shares. Unless expressly agreed by Borrowers, Agent and Issuing Bank, no reinstatement of a Defaulting Lender shall constitute a waiver or release of
claims against such Lender. The failure of any Lender to fund a Loan, to make any payment in respect of LC Obligations or to otherwise perform its obligations hereunder shall not relieve any other Lender of its obligations, and no Lender shall be
responsible for default by another Lender. 
 4.3 Number and Amount of LIBOR Loans; Determination of Rate. Each Borrowing of
LIBOR Loans when made shall be in a minimum amount of $5,000,000, plus any increment of $1,000,000 in excess thereof. No more than 7 Borrowings of LIBOR Loans may be outstanding at any time, and all LIBOR Loans having the same length and beginning
date of their Interest Periods shall be aggregated together and considered one Borrowing for this purpose. Upon determining LIBOR for any Interest Period requested by Borrowers, Agent shall promptly notify Borrowers thereof by telephone or
electronically and, if requested by Borrowers, shall confirm any telephonic notice in writing. 
 4.4 Borrower Agent. Each
Borrower hereby designates Olympic Steel (“Borrower Agent”) as its representative and agent for all purposes under the Loan Documents, including requests for Loans and Letters of Credit, designation of interest rates, delivery or
receipt of communications, preparation and delivery of Tranche A Borrowing Base, Tranche B Borrowing Base, Aggregate Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations,
actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with Agent, Issuing Bank or any Lender. Borrower Agent hereby accepts such appointment. Agent and Lenders shall be entitled to rely upon,
and shall be fully protected in relying upon, any notice or communication (including any notice of borrowing) delivered by Borrower Agent on behalf of any Borrower. Agent and Lenders may give any notice or communication with a Borrower hereunder to
Borrower Agent on behalf of such Borrower. Each of Agent, Issuing Bank and Lenders shall have the right, in its discretion, to deal exclusively with Borrower Agent for any or all purposes under the Loan Documents. Each Borrower agrees that any
notice, election, communication, representation, agreement or undertaking made on its behalf by Borrower Agent shall be binding upon and enforceable against it. 

4.5 One Obligation. The Loans, LC Obligations and other Obligations shall constitute one general obligation of Borrowers and
(unless otherwise expressly provided in any Loan Document) shall be secured by Agent’s Lien upon all Collateral; provided, however, that Agent and each Lender shall be deemed to be a creditor of, and the holder of a separate claim
against, each Borrower to the extent of any Obligations jointly or severally owed by such Borrower. 

  
 -48- 








 4.6 Effect of Termination. On the effective date of any termination of the
Commitments, all Obligations (other than Secured Bank Product Obligations) shall be immediately due and payable, and any Lender may terminate its and its Affiliates’ Bank Products (including, only with the consent of Agent, any Cash Management
Services). All undertakings of Borrowers (other than those that survive by their terms) contained in the Loan Documents shall survive any termination until Full Payment of the Obligations, and Agent shall retain its Liens in the Collateral and all
of its rights and remedies under the Loan Documents until Full Payment of the Obligations. Notwithstanding Full Payment of the Obligations, Agent shall not be required to terminate its Liens in any Collateral unless, with respect to any damages
Agent may incur as a result of the dishonor or return of Payment Items applied to Obligations, Agent receives (a) a written agreement, executed by Borrowers, indemnifying Agent and Lenders from any such damages; or (b) such Cash Collateral
as Agent, in its reasonable discretion, deems necessary to protect against any such damages. Sections 2.3, 3.4, 3.6, 3.7, 3.9, 5.5, 5.9, 5.10, 12, 14.2 and this Section, and the obligation of each Obligor and Lender with respect to
each indemnity given by it in any Loan Document, shall survive Full Payment of the Obligations and any release relating to this credit facility. 

4.7 Renewal Discussions. 

Provided that no Default or Event of Default has occurred and is continuing, Agent agrees to enter into discussions with Borrower Agent, upon
a request from Borrower Agent, regarding an extension of the then applicable Revolver Termination Date to a date that is one year later than the Revolver Termination Date then in effect. 

 

	SECTION 5.	PAYMENTS 

 5.1 General Payment Provisions. All payments of Obligations
shall be made in Dollars, without offset, counterclaim or defense of any kind, free of (and without deduction for) any Taxes, and in immediately available funds, not later than 1:00 p.m. on the due date. Any payment after such time shall be deemed
made on the next Business Day. Any payment of a LIBOR Loan prior to the end of its Interest Period shall be accompanied by all amounts due under Section 3.9. Any prepayment of Loans shall be applied first to Base Rate Loans and then to
LIBOR Loans. 
 5.2 Repayment of Revolver Loans. Tranche A Revolver Loans shall be due and payable in full on the Tranche A
Revolver Termination Date, unless payment is sooner required hereunder. Tranche B Revolver Loans shall be due and payable in full on the Tranche B Revolver Termination Date, unless payment is sooner required hereunder. Revolver Loans may be prepaid
from time to time, without penalty or premium; provided that, prior to the Tranche B Revolver Termination Date, no prepayments of Tranche B Revolver Loans may be made unless all outstanding Tranche A Revolver Loans have been repaid in full
and all outstanding LC Obligations have been Cash Collateralized. If any Asset Disposition includes the disposition of Accounts or Inventory, Borrowers shall, in the case of such Asset Disposition permitted by clause (a) of the
definition of the term “Permitted Asset Disposition”, deposit the proceeds thereof in a Dominion Account and in the case of such other Asset Dispositions that includes the disposition of Accounts or Inventory, repay the Revolver Loans in
accordance with Section 5.3 in an amount equal to the greater of (a) the net book value of such Accounts and Inventory, or (b) the reduction in the Aggregate Borrowing Base upon giving effect to such disposition.
Notwithstanding anything herein to the contrary, if an Overadvance exists, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Revolver Loans in an amount
sufficient to reduce the principal balance of Revolver Loans to the Aggregate Borrowing Base; provided, that, prior to the Tranche B Revolver Termination Date, no repayment of Tranche B Loans may be made until the Tranche A Revolver Loans
have been repaid in full and all outstanding LC Obligations have been Cash Collateralized. 

  
 -49- 








 5.3 Application of Certain Prepayment. Any prepayments required to be made by
Borrower in connection with Asset Dispositions pursuant to Section 5.2 shall be applied as follows: 
 (a) first, to all
principal amounts owing to Agent on Swingline Loans and Protective Advances; 
 (b) second, to all principal amounts owing to
Tranche A Revolver Lenders on Tranche A Revolver Loans; and 
 (c) third, to all principal amounts owing to Tranche B Revolver
Lenders on Tranche B Revolver Loans. 
 Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the
next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. 

5.4 Payment of Other Obligations. Obligations other than Loans, including LC Obligations and Extraordinary Expenses, shall be
paid by Borrowers as provided in the Loan Documents or, if no payment date is specified, on demand. 
 5.5 Marshaling; Payments
Set Aside. None of Agent or Lenders shall be under any obligation to marshal any assets in favor of any Obligor or against any Obligations. If any payment by or on behalf of Borrowers is made to Agent, Issuing Bank or any Lender, or Agent,
Issuing Bank or any Lender exercises a right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by Agent, Issuing Bank or such Lender in its discretion) to be repaid to a trustee, receiver or any other Person, then to the extent of such recovery, the Obligation originally intended to be satisfied, and all Liens, rights
and remedies relating thereto, shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred. 

5.6 Post-Default Allocation of Payments. 

5.6.1 Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations,
whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall be allocated as follows: 
 (a)
first, to all costs and expenses, including Extraordinary Expenses, owing to Agent; 
 (b) second, to all amounts owing to
Agent on Swingline Loans; 
 (c) third, to all amounts owing to Issuing Bank; 

(d) fourth, to all Obligations constituting fees (other than Secured Bank Product Obligations) on Tranche A Revolver Loans and Tranche
A Revolver Commitments; 
 (e) fifth, to all Obligations constituting interest (other than Secured Bank Product Obligations) on
Tranche A Revolver Loans; 
 (f) sixth, to Cash Collateralization of LC Obligations; 

  
 -50- 








 (g) seventh, to all Tranche A Revolver Loans and Noticed Hedges, including Cash
Collateralization of Noticed Hedges, but excluding such amount of Noticed Hedges that exceeds the amount of the Bank Product Reserve as determined by Agent and established in respect thereof; 

(h) eighth, to all Obligations constituting fees on Tranche B Revolver Loans and Tranche A Revolver Commitments; 

(i) ninth, to all Obligations constituting interest on Tranche B Revolver Loans; 

(j) tenth, to all Tranche B Revolver Loans; and 

(k) last, to all other Obligations (including such amount of Noticed Hedges that exceeds the amount of the Bank Product Reserve as
determined by Agent and established in respect thereof). 
 Amounts shall be applied to each category of Obligations set forth above until Full Payment
thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Amounts distributed with respect to any Secured Bank Product Obligations shall
be the lesser of the applicable Bank Product Amount last reported to Agent or the actual Secured Bank Product Obligations as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate
the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within five
days following request by Agent, Agent may assume the amount to be distributed is the Bank Product Amount last reported to Agent. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured
Parties as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any Borrower. 

5.6.2 Erroneous Application. Agent shall not be liable for any application of amounts made by it in good faith and, if any such
application is subsequently determined to have been made in error, the sole recourse of any Lender or other Person to which such amount should have been made shall be to recover the amount from the Person that actually received it (and, if such
amount was received by any Lender, such Lender hereby agrees to return it). 
 5.7 Application of Payments. The ledger balance
in the main Dominion Account as of the end of a Business Day shall be applied to the Obligations at the beginning of the next Business Day, during any Sweep Trigger Period. If, as a result of such application, a credit balance exists, the balance
shall not accrue interest in favor of Borrowers and shall be made available to Borrowers as long as no Event of Default exists. Each Borrower irrevocably waives the right to direct the application of any payments or Collateral proceeds while an
Event of Default exists, and agrees that Agent shall have the continuing, exclusive right to apply and reapply same against the Obligations, in such manner as Agent deems advisable, while an Event of Default exists; provided that such amounts
shall not be applied in repayment of Tranche B Revolver Loans unless all outstanding Tranche A Revolver Loans have been repaid in full and all outstanding LC Obligations have been Cash Collateralized. 

5.8 Loan Account; Account Stated. 

5.8.1 Loan Account. Agent shall maintain in accordance with its usual and customary practices an account or accounts (“Loan
Account”) evidencing the Debt of Borrowers resulting from each Loan or issuance of a Letter of Credit from time to time. Any failure of Agent to record anything in the Loan Account, or any error in doing so, shall not limit or otherwise
affect the obligation of Borrowers to pay any amount owing hereunder. Agent may maintain a single Loan Account in the name of Borrower Agent, and each Borrower confirms that such arrangement shall have no effect on the joint and several character of
its liability for the Obligations. 

  
 -51- 








 5.8.2 Entries Binding. Entries made in the Loan Account shall constitute presumptive
evidence of the information contained therein. If any information contained in the Loan Account is provided to or inspected by any Person, then such information shall be conclusive and binding on such Person for all purposes absent manifest error,
except to the extent such Person notifies Agent in writing within 30 days after receipt or inspection that specific information is subject to dispute. 

5.9 Taxes. 

5.9.1 Payments Free of Taxes. All payments by Obligors of Obligations shall be free and clear of and without reduction for any
Indemnified Taxes or Other Taxes. If Applicable Law requires any Obligor or Agent to withhold or deduct any Tax (including backup withholding or withholding of Tax), the withholding or deduction shall be based on information provided pursuant to
Section 5.10 and the Obligor or Agent, as applicable, shall pay the amount withheld or deducted to the relevant Governmental Authority. If the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum
payable by Borrowers shall be increased so that Agent, Lender or Issuing Bank, as applicable, receives an amount equal to the sum it would have received if no such withholding or deduction (including deductions applicable to additional sums payable
under this Section) had been made. Without limiting the foregoing, Borrowers shall timely pay all Other Taxes to the relevant Governmental Authorities. 

5.9.2 Payment. Borrowers shall indemnify, hold harmless and reimburse (within 10 days after demand therefor) Agent, Lenders and Issuing
Bank for any Indemnified Taxes or Other Taxes (including those attributable to amounts payable under this Section) withheld or deducted by any Obligor or Agent, or paid by Agent, any Lender or Issuing Bank, with respect to any Obligations, Letters
of Credit or Loan Documents, whether or not such Taxes were properly asserted by the relevant Governmental Authority, and including all penalties, interest and reasonable expenses relating thereto, as well as any amount that a Lender or Issuing Bank
fails to pay indefeasibly to Agent under Section 5.10; provided, that Borrowers shall not be obligated to indemnify Agent or any Lender or Issuing Bank for any interest, additions to tax or penalties resulting from such
Person’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. A certificate as to the amount of any such payment or liability delivered to Borrower Agent by Agent, or by a
Lender or Issuing Bank (with a copy to Agent), shall be conclusive, absent manifest error. As soon as practicable after any payment of Taxes by a Borrower, Borrower Agent shall deliver to Agent a receipt from the Governmental Authority or other
evidence of payment reasonably satisfactory to Agent. 
 5.10 Lender Tax Information. 

5.10.1 Status of Lenders. Each Lender shall deliver documentation and information to Agent and Borrower Agent, at the times and in form
required by Applicable Law or reasonably requested by Agent or Borrower Agent, sufficient to permit Agent or Borrowers to determine (a) whether or not payments made with respect to Obligations are subject to Taxes, (b) if applicable, the
required rate of withholding or deduction, and (c) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes for such payments or otherwise to establish such Lender’s status for withholding of tax
purposes in the applicable jurisdiction. 

  
 -52- 








 5.10.2 Documentation. 

(a) If a Borrower is resident for tax purposes in the United States, any Lender that is a “United States person” within the meaning
of section 7701(a)(30) of the Code shall deliver to Agent and Borrower Agent IRS Form W-9 or such other documentation or information prescribed by Applicable Law or reasonably requested by Agent or Borrower Agent to determine whether such Lender is
subject to backup withholding or information reporting requirements. If any Foreign Lender is entitled to any exemption from or reduction of withholding of tax for payments with respect to the Obligations, it shall deliver to Agent and Borrower
Agent, on or prior to the date on which it becomes a Lender hereunder (and from time to time thereafter upon request by Agent or Borrower Agent, but only if such Foreign Lender is legally entitled to do so), (a) IRS Form W-8BEN claiming
eligibility for benefits of an income tax treaty to which the United States is a party; (b) IRS Form W-8ECI; (c) IRS Form W-8IMY and all required supporting documentation; (d) in the case of a Foreign Lender claiming the benefits of
the exemption for portfolio interest under section 881(c) of the Code, IRS Form W-8BEN and a certificate showing such Foreign Lender is not (i) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (ii) a “10
percent shareholder” of any Obligor within the meaning of section 881(c)(3)(B) of the Code, or (iii) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code; or (e) any other form prescribed by
Applicable Law as a basis for claiming exemption from or a reduction in withholding of tax, together with such supplementary documentation necessary to allow Agent and Borrowers to determine the withholding or deduction required to be made. 

(b) if payment of an Obligation to a Lender would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to
comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code), such Lender shall deliver to Borrowers and Agent at the time(s) prescribed by law and otherwise as reasonably
requested by Borrowers or Agent such documentation prescribed by Applicable Law (including Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrowers or Agent as may be necessary for them to comply
with their obligations under FATCA and to determine that such Lender has complied with its obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (b), “FATCA” shall
include any amendments made to FATCA after the date hereof. 
 5.10.3 Lender Obligations. Each Lender and Issuing Bank shall promptly
notify Borrowers and Agent of any change in circumstances that would change any claimed Tax exemption or reduction. Each Lender and Issuing Bank shall indemnify, hold harmless and reimburse (within 10 days after demand therefor) Borrowers and Agent
for any Taxes, losses, claims, liabilities, penalties, interest and expenses (including reasonable attorneys’ fees) incurred by or asserted against a Borrower or Agent by any Governmental Authority due to such Lender’s or Issuing
Bank’s failure to deliver, or inaccuracy or deficiency in, any documentation required to be delivered by it pursuant to this Section. Each Lender and Issuing Bank authorizes Agent to set off any amounts due to Agent under this Section against
any amounts payable to such Lender or Issuing Bank under any Loan Document. 
 5.11 Nature and Extent of Each Borrower’s
Liability. 
 5.11.1 Joint and Several Liability. Each Borrower agrees that it is jointly and severally liable for,
and absolutely and unconditionally guarantees to Agent and Lenders the prompt payment and performance of, all Obligations and all agreements under the Loan Documents. Each Borrower agrees that its guaranty obligations hereunder constitute a
continuing guaranty of payment and not of collection, that such obligations shall not be discharged until Full Payment of the Obligations, and that such obligations are absolute and unconditional, irrespective of (a) the genuineness, validity,
regularity, enforceability, subordination or any future modification of, or change in, any Obligations or Loan Document, or any other document, instrument or agreement to which any Obligor is or may become a party or be bound; (b) the absence
of any action to enforce this Agreement (including this Section) or any other Loan Document, or any waiver, consent or indulgence of any kind by Agent or any Lender with respect thereto; (c) the existence, value or condition of, or failure to
perfect a Lien or to preserve rights against, any security or guaranty for the Obligations or any action, or the absence of any action, by Agent or any Lender in respect thereof (including the release of any security or guaranty); (d) the
insolvency of any Obligor; (e) any election by Agent or any Lender in an Insolvency Proceeding for the application of Section 1111(b)(2) of the Bankruptcy Code; (f) any borrowing or grant of a Lien by any other Borrower, as
debtor-in-possession under Section 364 of the Bankruptcy Code or otherwise; (g) the disallowance of any claims of Agent or any Lender against any Obligor for the repayment of any Obligations under Section 502 of the Bankruptcy Code or
otherwise; or (h) any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, except Full Payment of all Obligations. 

  
 -53- 








 5.11.2 Waivers. 

(a) Each Borrower expressly waives all rights that it may have now or in the future under any statute, at common law, in equity or otherwise,
to compel Agent or Lenders to marshal assets or to proceed against any Obligor, other Person or security for the payment or performance of any Obligations before, or as a condition to, proceeding against such Borrower. Each Borrower waives all
defenses available to a surety, guarantor or accommodation co-obligor other than Full Payment of all Obligations. It is agreed among each Borrower, Agent and Lenders that the provisions of this Section 5.11 are of the essence of the
transaction contemplated by the Loan Documents and that, but for such provisions, Agent and Lenders would decline to make Loans and issue Letters of Credit. Each Borrower acknowledges that its guaranty pursuant to this Section is necessary to the
conduct and promotion of its business, and can be expected to benefit such business. 
 (b) Agent and Lenders may, in their discretion,
pursue such rights and remedies as they deem appropriate, including realization upon Collateral by judicial foreclosure or non-judicial sale or enforcement, without affecting any rights and remedies under this
Section 5.11. If, in taking any action in connection with the exercise of any rights or remedies, Agent or any Lender shall forfeit any other rights or remedies, including the right to enter a deficiency judgment against any Borrower or
other Person, whether because of any Applicable Laws pertaining to “election of remedies” or otherwise, each Borrower consents to such action and waives any claim based upon it, even if the action may result in loss of any rights of
subrogation that any Borrower might otherwise have had. Any election of remedies that results in denial or impairment of the right of Agent or any Lender to seek a deficiency judgment against any Borrower shall not impair any other Borrower’s
obligation to pay the full amount of the Obligations. Each Borrower waives all rights and defenses arising out of an election of remedies, such as nonjudicial foreclosure with respect to any security for the Obligations, even though that election of
remedies destroys such Borrower’s rights of subrogation against any other Person. Agent may bid all or a portion of the Obligations at any foreclosure or trustee’s sale or at any private sale, and the amount of such bid need not be paid by
Agent but shall be credited against the Obligations. The amount of the successful bid at any such sale, whether Agent or any other Person is the successful bidder, shall be conclusively deemed to be the fair market value of the Collateral, and the
difference between such bid amount and the remaining balance of the Obligations shall be conclusively deemed to be the amount of the Obligations guaranteed under this Section 5.11, notwithstanding that any present or future law or court
decision may have the effect of reducing the amount of any deficiency claim to which Agent or any Lender might otherwise be entitled but for such bidding at any such sale. 

  
 -54- 








 5.11.3 Extent of Liability; Contribution. 

(a) Notwithstanding anything herein to the contrary, each Borrower’s liability under this Section 5.11 shall be limited to
the greater of (i) all amounts for which such Borrower is primarily liable, as described below, and (ii) such Borrower’s Allocable Amount. 

(b) If any Borrower makes a payment under this Section 5.11 of any Obligations (other than amounts for which such Borrower is
primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower
had paid the aggregate Obligations satisfied by such Guarantor Payments in the same proportion that such Borrower’s Allocable Amount bore to the total Allocable Amounts of all Borrowers, then such Borrower shall be entitled to receive
contribution and indemnification payments from, and to be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. The
“Allocable Amount” for any Borrower shall be the maximum amount that could then be recovered from such Borrower under this Section 5.11 without rendering such payment voidable under Section 548 of the Bankruptcy
Code or under any applicable state fraudulent transfer or conveyance act, or similar statute or common law. 
 (c) Nothing contained in
this Section 5.11 shall limit the liability of any Borrower to pay Loans made directly or indirectly to that Borrower (including Loans advanced to any other Borrower and then re-loaned or otherwise transferred to, or for the benefit of,
such Borrower), LC Obligations relating to Letters of Credit issued to support such Borrower’s business, and all accrued interest, fees, expenses and other related Obligations with respect thereto, for which such Borrower shall be primarily
liable for all purposes hereunder. Agent and Lenders shall have the right, at any time in their discretion, to condition Loans and Letters of Credit upon a separate calculation of borrowing availability for each Borrower and to restrict the
disbursement and use of such Loans and Letters of Credit to such Borrower. 
 5.11.4 Joint Enterprise. Each Borrower has requested
that Agent and Lenders make this credit facility available to Borrowers on a combined basis, in order to finance Borrowers’ business most efficiently and economically. Borrowers’ business is a mutual and collective enterprise, and the
successful operation of each Borrower is dependent upon the successful performance of the integrated group. Borrowers believe that consolidation of their credit facility will enhance the borrowing power of each Borrower and ease administration of
the facility, all to their mutual advantage. Borrowers acknowledge that Agent’s and Lenders’ willingness to extend credit and to administer the Collateral on a combined basis hereunder is done solely as an accommodation to Borrowers and at
Borrowers’ request. 
 5.11.5 Subordination. Each Borrower hereby subordinates any claims, including any rights at law or in
equity to payment, subrogation, reimbursement, exoneration, contribution, indemnification or set off, that it may have at any time against any other Obligor, howsoever arising, to the Full Payment of all Obligations. 

5.12 Keepwell. Each Obligor that is a Qualified ECP when its guaranty of or grant of Lien as security for a Swap Obligation
becomes effective hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide funds or other support to each Specified Obligor with respect to such Swap Obligation as may be needed by such Specified Obligor from
time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP’s
obligations and undertakings under this Section 5.12 voidable under any applicable fraudulent transfer or conveyance act). The obligations and undertakings of each Qualified ECP under this Section shall remain in full force and effect
until Full Payment of all Obligations. Each Obligor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support or other agreement” for the benefit of,
each Obligor for all purposes of the Commodity Exchange Act. 

  
 -55- 









	SECTION 6.	CONDITIONS PRECEDENT 

 6.1 Conditions to Initial Loans. In addition
to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that
each of the following conditions has been satisfied (except as expressly waived or postponed pursuant to a post-closing matters agreement among the Borrowers and the Agent, dated as of the Closing Date): 

(a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall
have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. 

(b) Agent shall have made or provisions shall have been made for all filings or recordations necessary to perfect its Liens in the
Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. 

(c) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower
certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in
Section 9 are true and correct in all material respect (without duplication of any materiality qualifier contained therein); and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan
Documents. 
 (d) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached
copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true
and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may
conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. 
 (e) Agent shall have received
a written opinion of Jones Day, as well as any local counsel to Borrowers, in form and substance reasonably satisfactory to Agent. 
 (f)
Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates
for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates
qualification and where failure to be so qualified would reasonably be expected to have a Material Adverse Effect. 
 (g) Agent shall have
received certificates of insurance for the insurance policies carried by Borrowers with respect to property insurance policies related to the Collateral and with respect to liability insurance policies, all in compliance with the Loan Documents.


  
 -56- 








 (h) Agent shall have completed an appraisal of Borrowers’ Inventory, Equipment, and a
roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the financial condition of the Obligors (taken as a whole) since December 31, 2013 or in the quality, quantity or value of the
Collateral (taken as a whole) shall have occurred since January 31, 2014. 
 (i) Borrowers shall have paid all fees and expenses to be
paid to Agent and Lenders on the Closing Date. 
 (j) Agent shall have received a Borrowing Base Certificate prepared as of May 31,
2014. Upon giving effect to the Loans that are outstanding and that are to be funded, and Letters of Credit that are outstanding and are to be issued, on the Closing Date, and the payment by Borrowers of all fees and expenses incurred in connection
herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $100,000,000. 
 (k)
Agent shall have received (i) financial projections of the Borrowers for fiscal years 2014-2018, evidencing Borrowers’ compliance with the financial covenants set forth in Section 10.3 and (ii) interim financial statements
as of May 31, 2014 for the Borrowers. 
 (l) Borrowers shall have paid to the Agent all accrued and unpaid interest and fees under the
Existing Loan and Security Agreement as of the close of business on the date hereof. 
 (m) All conditions precedent in any other Loan
Document shall be satisfied. 
 6.2 Conditions Precedent to All Credit Extensions. Agent, Issuing Bank and Lenders shall not
be required to fund any Loans or arrange for issuance of any Letters of Credit, unless the following conditions are satisfied: 
 (a) No
Default or Event of Default shall exist at the time of, or result from, such funding or issuance; 
 (b) The representations and warranties
of each Obligor in the Loan Documents shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on the date of, and upon giving effect to, such funding or issuance (except for
representations and warranties that expressly relate to an earlier date); 
 (c) No event shall have occurred or circumstance exist that
has or could reasonably be expected to have a Material Adverse Effect; and 
 (d) With respect to issuance of a Letter of Credit, the LC
Conditions shall be satisfied. 
 Each request (or deemed request) by Borrowers for funding of a Loan or issuance of a Letter of Credit shall constitute a
representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding or issuance. 

  
 -57- 









	SECTION 7.	COLLATERAL 

 7.1 Grant of Security Interest. To secure the prompt
payment and performance of all Obligations, each Borrower hereby grants to Agent, for the benefit of Secured Parties, a continuing security interest in and Lien upon all Property of such Borrower, including all of the following Property, whether now
owned or hereafter acquired, and wherever located: 
 (a) all Accounts; 

(b) all Chattel Paper, including electronic chattel paper; 

(c) all Commercial Tort Claims, including those shown on Schedule 9.1.16; 

(d) all Deposit Accounts; 

(e) all Documents; 
 (f) all
General Intangibles, including Intellectual Property; 
 (g) all Goods, including Inventory, Equipment, fixtures and rolling stock; 

(h) all Instruments; 
 (i) all
Investment Property; 
 (j) all Letter-of-Credit Rights; 

(k) all Supporting Obligations; 

(l) all monies, whether or not in the possession or under the control of Agent, a Lender, or a bailee or Affiliate of Agent or a Lender,
including any Cash Collateral; 
 (m) all accessions to, substitutions for, and all replacements, products, and cash and non-cash proceeds
of the foregoing, including proceeds of and unearned premiums with respect to insurance policies, and claims against any Person for loss, damage or destruction of any Collateral; and 

(n) all books and records (including customer lists, files, correspondence, tapes, computer programs, print-outs and computer records)
pertaining to the foregoing. 
 Notwithstanding anything herein to the contrary, in no event shall the security interest attach to, or the
terms “Collateral” be deemed to include the following (collectively, the “Excluded Property”): (i) Excluded Equity, (ii) any “intent to use” trademark applications for which a statement of use has not
been filed (but only until such statement is filed), (iii) for so long as the Toro AR Purchase Agreement is in effect, any Toro Purchased Account, (iv) Real Estate and (v) any lease, license, contract or agreement to which a Borrower
is a party, in any case if and for so long as and to the extent that (A) such lease, license, contract or agreement prohibits or requires the consent of any Person other than a Borrower which has not been obtained as a condition to the creation
by such Borrower of a Lien on any right, title or interest in such lease, license, contract or agreement or any of such Borrower’s rights or interests thereunder or (B) to the extent that any Applicable Law prohibits the creation of a Lien
thereon, but only, with respect to the prohibition in (A) and (B), to the extent, and for as long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the UCC or any other Applicable Law;
provided, however, “Excluded Property” shall not include any proceeds, products, substitutions or replacements of Excluded Property (unless such proceeds, products, substitutions or replacements would otherwise constitute
Excluded Property). 

  
 -58- 








 7.2 Lien on Deposit Accounts; Cash Collateral. 

7.2.1 Deposit Accounts. To further secure the prompt payment and performance of all Obligations, each Borrower hereby grants to Agent,
for the benefit of Secured Parties, a continuing security interest in and Lien upon all amounts credited to any Deposit Account of such Borrower, including any sums in any blocked or lockbox accounts or in any accounts into which such sums are
swept. Each Borrower hereby authorizes and directs each bank or other depository to deliver to Agent, upon request, all balances in any Deposit Account (other than an Excluded Account) maintained by such Borrower, without inquiry into the authority
or right of Agent to make such request. 
 7.2.2 Cash Collateral. Any Cash Collateral may be invested, at Agent’s discretion, in
Cash Equivalents, but Agent shall have no duty to do so, regardless of any agreement or course of dealing with any Borrower, and shall have no responsibility for any investment or loss. Each Borrower hereby grants to Agent, for the benefit of
Secured Parties, a security interest in all Cash Collateral held from time to time and all proceeds thereof, as security for the Obligations, whether such Cash Collateral is held in a Cash Collateral Account or elsewhere. Agent may apply Cash
Collateral to the payment of any Obligations, in such order as Agent may elect, as they become due and payable. Each Cash Collateral Account and all Cash Collateral shall be under the sole dominion and control of Agent. No Borrower or other Person
claiming through or on behalf of any Borrower shall have any right to any Cash Collateral, until Full Payment of all Obligations. 
 7.3
[Reserved]. 
 7.4 Other Collateral. 

7.4.1 Commercial Tort Claims. Borrowers shall promptly notify Agent in writing if any Borrower has a Commercial Tort Claim (other than,
as long as no Event of Default exists, a Commercial Tort Claim for less than $100,000), shall promptly amend Schedule 9.1.16 to include such claim, and shall take such actions as Agent deems appropriate to subject such claim to a duly
perfected, first priority Lien in favor of Agent (for the benefit of Secured Parties). 
 7.4.2 Certain After-Acquired Collateral.
Borrowers shall promptly notify Agent in writing if, after the Closing Date, any Borrower obtains any interest in any Collateral consisting of Deposit Accounts, Chattel Paper, Documents, Instruments, Intellectual Property, Investment Property or
Letter-of-Credit Rights (other than, as long as no Event of Default exists, any Collateral consisting of Chattel Paper, Documents, Instruments, Intellectual Property, Investment Property or Letter-of-Credit Rights with a value of less than
$1,000,000 in the aggregate for all such Chattel Paper, Documents, Instruments, Intellectual Property, Investment Property and Letter-of-Credit Rights) and, upon Agent’s request, shall promptly take such actions as Agent deems appropriate to
effect Agent’s duly perfected, first priority Lien upon such Collateral, including obtaining any appropriate possession, control agreement or Lien Waiver. If any Collateral is in the possession of a third party, at Agent’s request,
Borrowers shall use commercially reasonable efforts to obtain an acknowledgment that such third party holds the Collateral for the benefit of Agent. 

7.5 No Assumption of Liability. The Lien on Collateral granted hereunder is given as security only and shall not subject Agent
or any Lender to, or in any way modify, any obligation or liability of Borrowers relating to any Collateral. In no event shall the grant of any Lien under any Loan Document secure an Excluded Swap Obligation of the granting Obligor. 

  
 -59- 








 7.6 Further Assurances. Promptly upon request, Borrowers shall deliver such
instruments, assignments, title certificates, or other documents or agreements, and shall take such actions, as Agent deems appropriate under Applicable Law to evidence or perfect its Lien on any Collateral, or otherwise to give effect to the intent
of this Agreement. Each Borrower authorizes Agent to file any financing statement that indicates the Collateral as “all assets” or “all personal property” of such Borrower, or words to similar effect, and ratifies any action
taken by Agent before the Closing Date to effect or perfect its Lien on any Collateral. 
 7.7 Release of Collateral. At the
time that Lenders authorize Agent to release Liens pursuant to Section 12.2.1(a) and subject to Section 4.6, the Collateral shall be released from the Lien created hereby and all rights to the Collateral shall revert to the
Borrowers. At the request of any Borrower following any such termination, the Agent shall deliver to such Borrower any Collateral of such Borrower held by the Agent hereunder and execute and deliver to such Borrower such documents as such Grantor
shall reasonably request to evidence such termination. 
  

	SECTION 8.	COLLATERAL ADMINISTRATION 

 8.1 Borrowing Base Certificates. By the
20th day of each month, Borrowers shall deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as of the close of business of the previous month, and at such other times as Agent may request during
any Reporting Trigger Period. All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrowers and certified by a Senior Officer, provided that Agent may from time to time review and adjust any such
calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other
factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. 

8.2 Administration of Accounts. 

8.2.1 Records and Schedules of Accounts. Each Borrower shall keep accurate and complete records of its Accounts, including all payments
and collections thereon, and shall submit to Agent sales, collection, reconciliation and other reports in form satisfactory to Agent, on such periodic basis as Agent may request (but in any event no less frequently than monthly), and Agent shall
promptly deliver same to Lenders. Each Borrower shall also provide to Agent (and Agent shall promptly deliver same to Lenders), on or before the 20th day of each month and at such other times as Agent may request during any Reporting Trigger Period,
a detailed aged trial balance of all Accounts as of the end of the preceding month and as of the end of such other period as Agent may request during any Reporting Trigger Period, specifying each Account’s Account Debtor name and address,
amount, invoice date and due date, showing any discount, allowance, credit, authorized return or dispute, and including such proof of delivery, copies of invoices and invoice registers, copies of related documents, repayment histories, status
reports and other information as Agent may reasonably request. If Accounts in an aggregate face amount of $5,000,000 or more cease to be Eligible Accounts, Borrowers shall notify Agent of such occurrence promptly (and in any event within one
Business Day) after any Borrower has knowledge thereof. 
 8.2.2 Taxes. If an Account of any Borrower includes a charge for any
Taxes, Agent is authorized, in its discretion, to pay the amount thereof to the proper taxing authority for the account of such Borrower and to charge Borrowers therefor; provided, however, that neither Agent nor Lenders shall be
liable for any Taxes that may be due from Borrowers or with respect to any Collateral. 

  
 -60- 








 8.2.3 Account Verification. Whether or not a Default or Event of Default exists, Agent
shall have the right at any time, in the name of Agent, any designee of Agent or any Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrowers by mail, telephone or otherwise. Borrowers shall cooperate fully
with Agent in an effort to facilitate and promptly conclude any such verification process; provided that Agent shall use reasonable efforts to notify Borrower Agent of such verification. 

8.2.4 Maintenance of Dominion Account. Borrowers shall maintain Dominion Accounts pursuant to lockbox or other arrangements acceptable
to Agent. Borrowers shall obtain an agreement (in form and substance satisfactory to Agent) from each lockbox servicer and Dominion Account bank, establishing Agent’s control over and Lien in the lockbox or Dominion Account, which may be
exercised by Agent during any Sweep Trigger Period, requiring immediate deposit of all remittances received in the lockbox to a Dominion Account, and waiving offset rights of such servicer or bank, except for customary administrative charges. If a
Dominion Account is not maintained with Bank of America, Agent may, during any Sweep Trigger Period, require immediate transfer of all funds in such account to a Dominion Account maintained with Bank of America. Agent and Lenders assume no
responsibility to Borrowers for any lockbox arrangement or Dominion Account, including any claim of accord and satisfaction or release with respect to any Payment Items accepted by any bank. 

8.2.5 Proceeds of Collateral. Borrowers shall request in writing and otherwise take all reasonably necessary steps to ensure that all
payments on Accounts or otherwise relating to Collateral are made directly to a Dominion Account (or a lockbox relating to a Dominion Account). If any Borrower or Subsidiary receives cash or Payment Items with respect to any Collateral, it shall
hold same in trust for Agent and promptly (not later than the next Business Day) deposit same into a Dominion Account. 
 8.3
Administration of Inventory. 
 8.3.1 Records and Reports of Inventory. Each Borrower shall keep accurate and complete
records of its Inventory, including costs and daily withdrawals and additions, and shall submit to Agent inventory and reconciliation reports in form satisfactory to Agent, on such periodic basis as Agent may request (but in any event no less
frequently than monthly), and Agent shall promptly deliver same to Lenders. Each Borrower shall conduct a physical inventory at least once per calendar year (and on a more frequent basis if requested by Agent during any Reporting Trigger Period) and
periodic cycle counts consistent with historical practices, and shall provide to Agent a report (Agent shall promptly deliver same to Lenders) based on each such inventory and count promptly upon completion thereof, together with such supporting
information as Agent may request. Agent may participate in and observe each physical count at no cost to Borrowers unless such participation or observation takes place during the annual inspection under Section 10.1.1 hereunder. 

8.3.2 Returns of Inventory. No Borrower shall return any Inventory to a supplier, vendor or other Person, whether for cash, credit or
otherwise, unless (a) such return is in the Ordinary Course of Business; (b) no Event of Default or Overadvance exists or would result therefrom; (c) Agent is promptly notified if the aggregate Value of all Inventory returned in any
month exceeds $5,000,000; and (d) any payment received by a Borrower for a return is promptly remitted to Agent for application to the Obligations. 

8.3.3 Acquisition, Sale and Maintenance. No Borrower shall acquire or accept any Inventory on consignment or approval, and shall take
all steps to assure that all Inventory is produced in accordance with Applicable Law, including the FLSA in all material respects. Borrowers shall use, store and maintain all Inventory with reasonable care and caution, in accordance with applicable
standards of any insurance and in conformity with all Applicable Law in all material respects, and shall make current rent payments (within applicable grace periods provided for in leases) at all locations where any Collateral is located. 

  
 -61- 








 8.4 Administration of Equipment. 

8.4.1 Records and Schedules of Equipment. Each Borrower shall keep accurate and complete records of its Equipment, including kind,
quality, quantity, cost, acquisitions and dispositions thereof, and shall submit to Agent, on such periodic basis as Agent may request, a current schedule thereof, in form satisfactory to Agent. Promptly upon request, Borrowers shall deliver to
Agent evidence of their ownership or interests in any Equipment. 
 8.4.2 Dispositions of Equipment. No Borrower shall sell, lease or
otherwise dispose of Equipment with an aggregate value for all such Equipment (which value, for any Equipment, shall be either its net orderly liquidation value determined from the most recent appraisal or if such net orderly liquidation value is
not available, its net book value) in excess of $750,000, without the prior written consent of Agent, other than a Permitted Asset Disposition. 

8.4.3 Condition of Equipment. The Equipment is in good operating condition and repair, and all necessary replacements and repairs (in
the business judgment of the Borrowers) have been made, reasonable wear and tear excluded. Each Borrower shall ensure that the Equipment is mechanically and structurally sound, and capable of performing the functions for which it was designed, in
accordance with manufacturer specifications. No Borrower shall permit any Equipment to become affixed to real Property unless any landlord or mortgagee delivers a Lien Waiver. 

8.5 Administration of Deposit Accounts. Schedule 8.5 sets forth all Deposit Accounts maintained by Borrowers, including
all Dominion Accounts. Each Borrower shall take all actions necessary to establish Agent’s control of each such Deposit Account (other than an account exclusively used for payroll, payroll taxes or employee benefits, zero balance disbursement
accounts (it being understood and agreed that Borrowers shall not maintain cash on deposit in disbursement accounts in excess of outstanding checks and wire transfers payable from such accounts and amounts necessary to meet minimum balance
requirements) or accounts containing not more than $100,000 in the aggregate for all such accounts at any time (collectively, the “Excluded Accounts”)). Each Borrower shall be the sole account holder of each Deposit Account and
shall not allow any other Person (other than Agent) to have control over a Deposit Account or any Property deposited therein. Each Borrower shall promptly notify Agent of any opening or closing of a Deposit Account and, with the consent of Agent,
will amend Schedule 8.5 to reflect same. Each Borrower shall (i) request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to lockboxes and Dominion Accounts maintained
pursuant to and in accordance with Section 8.2.4, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all cash, checks, drafts or other similar
items of payment relating to or constituting payments made in respect of any and all Collateral (whether or not otherwise delivered to a lockbox) into one or more Dominion Accounts. All Net Proceeds of the sale or other disposition of any
Collateral, shall be deposited directly into the applicable Dominion Accounts. 
 8.6 General Provisions. 

8.6.1 Location of Collateral. All tangible items of Collateral (other than Inventory in transit, Collateral in the possession of Agent
or a Lender, or at locations at which the aggregate value of Collateral does not exceed $25,000 for each such location and $100,000 in the aggregate for all such locations) shall at all times be kept by Borrowers at the business locations set forth
in Schedule 8.6.1, except that Borrowers may (a) make sales or other dispositions of Collateral in accordance with Section 10.2.6; and (b) move Collateral to another location in the United States, provided
that such location is or will be identified on the first Borrowing Base Certificate that is delivered after Collateral is moved to such location. 

  
 -62- 








 8.6.2 Insurance of Collateral; Condemnation Proceeds; Permitted Asset Dispositions of
Equipment. 
 (a) Each Borrower shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious
mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Rating of at least A+, unless otherwise approved by Agent) satisfactory to Agent (it being understood and agreed that the insurance of the Borrowers
in place on the Closing Date and insurers providing it are satisfactory to Agent). All proceeds under each policy in respect of Collateral shall be payable to Agent. From time to time upon request, Borrowers shall deliver to Agent the originals or
certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include satisfactory endorsements (i) showing Agent as loss payee in respect of the property insurance policies
relating to the Collateral and additional insured in respect of the liability insurance policies, as applicable; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and
(iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the
policy. If any Borrower fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers therefor. Each Borrower agrees to deliver to Agent, promptly as rendered, copies
of all reports made to insurance companies. While no Event of Default exists, Borrowers may settle, adjust or compromise any insurance claim relating to Collateral, as long as the proceeds are delivered to Agent. If an Event of Default exists, only
Agent shall be authorized to settle, adjust and compromise such claims relating to Collateral. 
 (b) Any Net Proceeds of casualty
insurance covering any Collateral and any awards arising from condemnation of any Collateral shall be paid to Agent. Any such proceeds or awards shall be applied to payment of the Revolver Loans (first to the Tranche A Revolver Loans until the
Tranche A Revolver Loans have been repaid in full and all outstanding LC Obligations have been Cash Collateralized and then at any time prior to the Tranche B Revolver Termination Date, to the Tranche B Revolver Loans until the Tranche B Revolver
Loans have been repaid in full) to the extent Revolver Loans are outstanding. 
 (c) Concurrently with any Permitted Asset Disposition of
Equipment, Borrowers shall prepay the Tranche A Revolver Loans until the Tranche A Revolver Loans have been repaid in full and Cash Collateralize the LC Obligations until all outstanding LC Obligations have been Cash Collateralized in an amount
equal to the Net Proceeds of such Asset Disposition; provided, however, that with respect to no more than $1,000,000 in the aggregate of such Net Proceeds received Borrowers in any fiscal year, such Net Proceeds shall not be required
to be applied to prepay the Tranche A Revolver Loans or Cash Collateralize the LC Obligations so long as no Event of Default then exists and such Net Proceeds shall be used to purchase assets used or to be used in the business of Borrowers within
365 days following the date of such Asset Disposition. 
 (d) In the event of any casualty loss of any Equipment, any condemnation of any
Equipment and any Permitted Asset Disposition of Equipment, Borrowers shall update the Equipment Component as approved by the Administrative Agent in its Permitted Discretion and in writing and reflect such updated Equipment Component in the
Borrowing Base Certificate, commencing with the Borrowing Base Certificate delivered immediately following such casualty loss, condemnation or Permitted Asset Disposition. 

  
 -63- 








 8.6.3 Protection of Collateral. All expenses of protecting, storing, warehousing,
insuring, handling, maintaining and shipping any Collateral, all Taxes payable with respect to any Collateral (including any sale thereof), and all other payments required to be made by Agent to any Person to realize upon any Collateral, shall be
borne and paid by Borrowers. Agent shall not be liable or responsible in any way for the safekeeping of any Collateral, for any loss or damage thereto (except for reasonable care in its custody while Collateral is in Agent’s actual possession),
for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency or other Person whatsoever, but the same shall be at Borrowers’ sole risk. 

8.6.4 Defense of Title to Collateral. Each Borrower shall at all times defend its title to Collateral and Agent’s Liens therein
against all Persons, claims and demands whatsoever, except Permitted Liens. 
 8.7 Power of Attorney. Each Borrower hereby
irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such Borrower’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee, may, without notice and
in either its or a Borrower’s name, but at the cost and expense of Borrowers: 
 (a) Endorse a Borrower’s name on any Payment
Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and 
 (b) During
an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts;
(ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for
such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a
Borrower’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borrower, and
notify postal authorities to deliver any such mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, bill of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral;
(viii) use a Borrower’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral;
(x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower is a beneficiary;
and (xii) take all other actions as Agent deems appropriate to fulfill any Borrower’s obligations under the Loan Documents. 
  

	SECTION 9.	REPRESENTATIONS AND WARRANTIES 

 9.1 General Representations and
Warranties. To induce Agent and Lenders to enter into this Agreement and to make available the Commitments, Loans and Letters of Credit, each Borrower represents and warrants that the following are true, correct and complete: 

9.1.1 Organization and Qualification. Each Borrower and Subsidiary is duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization. Each Borrower and Subsidiary is duly qualified, authorized to do business and in good standing as a foreign corporation in each jurisdiction where failure to be so qualified could reasonably be expected
to have a Material Adverse Effect. 

  
 -64- 








 9.1.2 Power and Authority. Each Obligor is duly authorized to execute, deliver and perform
the Loan Documents to which it is a party. The execution, delivery and performance of the Loan Documents have been duly authorized by all necessary action, and do not (a) require any consent or approval of any holders of Equity Interests of any
Obligor, other than those already obtained; (b) contravene the Organic Documents of any Obligor; (c) violate or cause a default under any Applicable Law or Material Contract; or (d) result in or require the imposition of any Lien
(other than Permitted Liens) on any Property of any Obligor. 
 9.1.3 Enforceability. Each Loan Document is a legal, valid and
binding obligation of each Obligor party thereto, enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws
generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law). 

9.1.4 Capital Structure. Schedule 9.1.4 shows, as of the Closing Date for each Borrower and Subsidiary, (A) its name and
its jurisdiction of organization and (B) other than with respect to Olympic Steel, its authorized and issued Equity Interests, the holders of its Equity Interests, and all agreements binding on such holders with respect to their Equity
Interests. Except as disclosed on Schedule 9.1.4, in the five years preceding the Closing Date, no Borrower or Subsidiary has acquired any substantial assets from any other Person nor been the surviving entity in a merger or combination. Each
Borrower has good title to its Equity Interests in its Subsidiaries, subject only to Agent’s Lien and Permitted Liens, and all such Equity Interests are duly issued, fully paid and non-assessable. There are no outstanding purchase options,
warrants, subscription rights, agreements to issue or sell, convertible interests, phantom rights or powers of attorney relating to Equity Interests of any Borrower (other than Olympic Steel) or any Subsidiary. 

9.1.5 Title to Properties; Priority of Liens. Each Borrower and Subsidiary has good and marketable title to (or valid leasehold
interests in) all of its Real Estate, and good title to all of its personal Property, including all Property reflected in any financial statements delivered to Agent or Lenders, in each case free of Liens except Permitted Liens or any defects in
title which do not constitute Liens and that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. Each Borrower and Subsidiary has paid and discharged all lawful claims that, if unpaid, could become a
Lien on its Properties, other than Permitted Liens. Subject to any actions required to be taken solely by Agent, including the filing of UCC-1 financing statements, all Liens of Agent in the Collateral are duly perfected, first priority Liens,
subject only to Permitted Liens that are expressly allowed to have priority over Agent’s Liens. 
 9.1.6 Accounts. Agent may
rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing
Base Certificate, that: 
 (a) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment; 

  
 -65- 








 (b) it arises out of a completed, bona fide sale and delivery of goods in the Ordinary
Course of Business, and substantially in accordance with any purchase order, contract or other document relating thereto; 
 (c) it is for
a sum certain, maturing as stated in the invoice covering such sale, a copy of which has been furnished or is available to Agent on request; 

(d) it is not subject to any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse
condition except as arising in the Ordinary Course of Business and disclosed in the Borrowing Base Certificate and, if requested since the date of the last Borrowing Base Certificate, otherwise disclosed to Agent; and it is absolutely owing by the
Account Debtor, without contingency in any respect; 
 (e) no purchase order, agreement, document or Applicable Law restricts assignment of
the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; 

(f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except
discounts or allowances granted in the Ordinary Course of Business for prompt payment that are reflected on the face of the invoice related thereto and in the reports submitted to Agent hereunder; and 

(g) to the Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or
collectibility of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, continues to meet the applicable Borrower’s customary credit standards, is Solvent, is not contemplating or subject to an
Insolvency Proceeding, and has not failed, or suspended or ceased doing business; and (iii) there are no proceedings or actions threatened or pending against any Account Debtor that could reasonably be expected to have a material adverse effect
on the Account Debtor’s financial condition. 
 9.1.7 Financial Statements. Other than pro forma financial statements and other
forward looking statements, the consolidated and consolidating balance sheets, and related statements of income, cash flow and shareholder’s equity, of Borrowers and Subsidiaries that have been and are hereafter delivered to Agent and Lenders,
are prepared in accordance with GAAP (subject to year-end adjustments and the omission of notes thereto in the case of interim statements), and fairly present in all material respects the financial positions and results of operations of Borrowers
and Subsidiaries at the dates and for the periods indicated. All projections, pro forma financial statements and other estimates and forward looking statements delivered from time to time to Agent and Lenders have been prepared in good faith, based
on assumptions believed to be reasonable in light of the circumstances at such time, it being recognized that actual results may materially differ therefrom. Since December 31, 2013, there has been no change in the financial condition of any
Borrower or Subsidiary that could reasonably be expected to have a Material Adverse Effect. No financial statement (excluding projections and other forward looking statements) delivered to Agent or Lenders at the time furnished contains any untrue
statement of a material fact, nor fails to disclose any material fact necessary to make such statement not materially misleading. Each Borrower and Subsidiary is Solvent. 

9.1.8 Surety Obligations. No Borrower or Subsidiary is obligated as surety or indemnitor under any bond or other contract that assures
payment or performance of any obligation of any Person, except as permitted hereunder. 

  
 -66- 








 9.1.9 Taxes. Each Borrower and Subsidiary has filed all income and other material tax
returns and other reports that it is required by law to file, and has, to the best of Borrowers’ knowledge, paid, or made provision for the payment of, all Taxes due and owing (whether or not shown or reportable on any tax returns or other
reports), except to the extent being Properly Contested. The provision for Taxes on the books of each Borrower and Subsidiary is adequate for all years not closed by applicable statutes, and for its current Fiscal Year. 

9.1.10 Brokers. There are no brokerage commissions, finder’s fees or investment banking fees payable in connection with any
transactions contemplated by the Loan Documents. 
 9.1.11 Intellectual Property. Each Borrower and Subsidiary owns or has the lawful
right to use all Intellectual Property necessary for the conduct of its business, without, to any Borrower’s knowledge, conflict with any rights of others. There is no pending or, to any Borrower’s knowledge, threatened Intellectual
Property Claim with respect to any Borrower, any Subsidiary or any of their Property (including any Intellectual Property). Except as disclosed on Schedule 9.1.11, as of the Closing Date, no Borrower or Subsidiary pays or owes any Royalty or
other compensation to any Person with respect to any Intellectual Property. All federally registered Intellectual Property (other than off-the-shelf software) owned, used or licensed by, or otherwise subject to any interests of, any Borrower or
Subsidiary is, as of the Closing Date, shown on Schedule 9.1.11. 
 9.1.12 Governmental Approvals. Each Borrower and
Subsidiary has, is in compliance with, and is in good standing with respect to, all material Governmental Approvals necessary to conduct its business and to own, lease and operate its Properties. All necessary import, export or other licenses,
permits or certificates for the import or handling of any goods or other Collateral have been procured and are in effect, and Borrowers and Subsidiaries have complied with all foreign and domestic laws with respect to the shipment and importation of
any goods or Collateral, except where noncompliance could not reasonably be expected to have a Material Adverse Effect. 
 9.1.13
Compliance with Laws. Each Borrower and Subsidiary has duly complied, and its Properties and business operations are in compliance, in all material respects with all Applicable Law, except where noncompliance could not reasonably be expected
to have a Material Adverse Effect. As of the Closing Date, there have been no citations, notices or orders of material noncompliance issued to any Borrower or Subsidiary under any Applicable Law, and there have been no citations, notices or orders
of material noncompliance issued to any Borrower or Subsidiary under any Applicable Law after the Closing Date of which Borrower Agent has not provided notice thereof to Agent. No Inventory has been produced in violation of the FLSA. 

9.1.14 Compliance with Environmental Laws. Except as disclosed on Schedule 9.1.14 or as would not reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect: no Borrower’s or Subsidiary’s past or present operations, Real Estate, or other Properties are subject to any federal, state, or local investigation to determine whether
any remedial action is needed to address any environmental pollution, Hazardous Material or environmental clean-up; no Borrower or Subsidiary has received any Environmental Notice; and no Borrower or Subsidiary is aware of any reasonably likely
liability with respect to any Environmental Release, environmental pollution, or Hazardous Material on any Real Estate now or previously owned, leased, or operated by it. 

9.1.15 Burdensome Contracts. No Borrower or Subsidiary is a party or subject to any contract, agreement or charter restriction that
would reasonably be expected to have a Material Adverse Effect. No Borrower or Subsidiary is, as of the Closing Date, party or subject to any Restrictive Agreement, except as shown on Schedule 9.1.15. No such Restrictive Agreement prohibits
the execution, delivery or performance of any Loan Document by an Obligor. 

  
 -67- 








 9.1.16 Litigation. Except as shown on Schedule 9.1.16, there are no proceedings or
investigations pending or, to any Borrower’s knowledge, threatened against any Borrower or Subsidiary, or any of their businesses or Properties, that (a) relate to any Loan Documents or transactions contemplated thereby; or (b) would
reasonably be expected to have a Material Adverse Effect. Except as shown on such Schedule or as provided in a notice to Agent pursuant to Section 7.4.1, no Obligor has a Commercial Tort Claim (other than, as long as no Default or Event
of Default exists, a Commercial Tort Claim for less than $100,000). No Borrower or Subsidiary is in default in any material respect with respect to any order, injunction or judgment of any Governmental Authority. 

9.1.17 No Defaults. No event or circumstance has occurred or exists that constitutes a Default or Event of Default. No Borrower or
Subsidiary is in default (after giving effect to any applicable cure period) under any Material Contract or in the payment of any Borrowed Money in excess of $2,500,000. There is no basis upon which any party (other than a Borrower or Subsidiary)
could terminate a Material Contract prior to its scheduled termination date. 
 9.1.18 ERISA. Except as disclosed on Schedule
9.1.18 or as would not reasonably be expected to have a Material Adverse Effect: 
 (a) Each Plan is in compliance in with the
applicable provisions of ERISA, the Code, and other federal and state laws. Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter (or, in the case of a prototype or volume submitter
plan, an opinion letter) from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the knowledge of Borrowers, nothing has occurred which would prevent, or cause the loss of, such
qualification. Each Obligor and ERISA Affiliate has made all required contributions to each Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412
of the Code has been made with respect to any Plan. 
 (b) There are no pending or, to the knowledge of Borrowers, threatened claims,
actions or lawsuits, or action by any Governmental Authority, with respect to any Plan. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan. 

(c) (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability;
(iii) no Obligor or ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) no
Obligor or ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of
ERISA with respect to a Multiemployer Plan; and (v) no Obligor or ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA. 

(d) With respect to any Foreign Plan, (i) all employer and employee contributions required by law or by the terms of the Foreign Plan
have been made, or, if applicable, accrued, in accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance, or
the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan according to
the actuarial assumptions and valuations most recently used to account for such obligations in accordance with applicable generally accepted accounting principles; and (iii) it has been registered as required and has been maintained in good
standing with applicable regulatory authorities. 

  
 -68- 








 9.1.19 Trade Relations. There exists no actual or threatened termination, limitation or
modification of any business relationship between any Borrower or Subsidiary and any customer or supplier, or any group of customers or suppliers, who individually or in the aggregate are material to the business of such Borrower or Subsidiary,
except in each case as would not reasonably be expected to have a Material Adverse Effect. There exists no condition or circumstance that could reasonably be expected to materially impair the ability of any Borrower or Subsidiary to conduct its
business at any time hereafter in substantially the same manner as conducted on the Closing Date. 
 9.1.20 Labor Relations. Except
as described on Schedule 9.1.20, as of the Closing Date, no Borrower or Subsidiary is party to or bound by any collective bargaining agreement, management agreement or consulting agreement. There are no material grievances, disputes or
controversies with any union or other organization of any Borrower’s or Subsidiary’s employees, or, to any Borrower’s knowledge, any asserted or threatened strikes, work stoppages or demands for collective bargaining, except as would
not reasonably be expected to have a Material Adverse Effect. 
 9.1.21 Payable Practices. No Borrower or Subsidiary has made any
material change in its historical accounts payable practices from those in effect on the Closing Date. 
 9.1.22 Not a Regulated
Entity. No Obligor is (a) an “investment company” or a “person directly or indirectly controlled by or acting on behalf of an investment company” within the meaning of the Investment Company Act of 1940; or
(b) subject to regulation under the Federal Power Act, the Interstate Commerce Act, any public utilities code or any other Applicable Law regarding its authority to incur Debt. 

9.1.23 Margin Stock. No Borrower or Subsidiary is engaged, principally or as one of its important activities, in the business of
extending credit for the purpose of purchasing or carrying any Margin Stock. No Loan proceeds or Letters of Credit will be used by Borrowers to purchase or carry, or to reduce or refinance any Debt incurred to purchase or carry, any Margin Stock or
for any related purpose governed by Regulations T, U or X of the Board of Governors. 
 9.1.24 Inactive Subsidiaries. No Inactive
Subsidiary (a) has any assets with a net book value which, when taken together with the net book value of the assets of all other Inactive Subsidiaries exceeds $500,000 in the aggregate (excluding the Equity Interests of Olympic Mexico owned by
Olyac and Olympic Trading), (b) has any material liabilities or (c) is engaged in any trade or business (other than the maintenance of its existence and activities incidental thereto or, in the case of Olyac and Olympic Trading, the
ownership of Equity Interests in Olympic Mexico owned by Olyac and Olympic Trading and activities incidental thereto). 
 9.1.25
OFAC. No Borrower, Subsidiary or, to the knowledge of any Borrower or Subsidiary, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any individual or
entity that is (i) currently the subject or target of any Sanctions or (ii) located, organized or resident in a Designated Jurisdiction. 

9.2 Complete Disclosure. No Loan Document contains any untrue statement of a material fact, nor fails to disclose any
material fact necessary to make the statements contained therein not materially misleading. There is no fact or circumstance that any Obligor has failed to disclose to Agent in writing that could reasonably be expected to have a Material Adverse
Effect. 

  
 -69- 









	SECTION 10.	COVENANTS AND CONTINUING AGREEMENTS 

 10.1 Affirmative Covenants. As
long as any Commitments or Obligations are outstanding, each Borrower shall, and shall cause each Subsidiary to: 
 10.1.1 Inspections;
Appraisals. 
 (a) Permit Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and
normal business hours, to visit and inspect the Properties of any Borrower or Subsidiary, inspect, audit and make extracts from any Borrower’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors
and independent accountants such Borrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any
Lender shall have any duty to any Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any Borrower. Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent and
Lenders for their purposes, and Borrowers shall not be entitled to rely upon them. 
 (b) Reimburse Agent for all reasonable out-of-pocket
and allocate internal charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to one time per
Loan Year; and (ii) appraisals of (A) Inventory, up to one time per Loan Year and (B) Equipment at any time following the occurrence of an Event of Default; provided, however, that if an examination or appraisal is
initiated during any Reporting Trigger Period, all reasonable out-of-pocket and allocated internal charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing,
Borrowers specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s examination group (for the
information purposes only, the per day per field examiner charge as of the date hereof is currently $1,000 per day). This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its
discretion, nor to use third parties for such purposes. 
 10.1.2 Financial and Other Information. Keep adequate records and books of
account with respect to its business activities, in which proper entries are made in accordance with GAAP reflecting all financial transactions; and furnish to Agent and Lenders: 

(a) as soon as available, and in any event within 120 days after the close of each Fiscal Year, balance sheets as of the end of such Fiscal
Year and the related statements of income, cash flow and shareholders’ equity for such Fiscal Year, on consolidated bases for Borrowers and Subsidiaries, which consolidated statements shall be audited and certified (without a “going
concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) by a firm of independent certified public accountants of recognized standing selected by Borrowers and acceptable to Agent (it
being agreed that PricewaterhouseCoopers LLP is acceptable to Agent), and shall set forth in comparative form corresponding figures for the preceding Fiscal Year and other information acceptable to Agent; provided, however, that such
requirements for the furnishing of such annual financial statements may be fulfilled by the furnishing of the annual report of Borrowers and Subsidiaries on Form 10-K (within the 120 day period set forth herein), which includes financial statements,
as filed with the Securities and Exchange Commission, for the applicable Fiscal Year, and notice to Agent of such filing (within the 120 day period set forth herein); 

  
 -70- 








 (b) as soon as available, and in any event within 45 days after the end of each Fiscal Quarter,
unaudited balance sheets as of the end of such Fiscal Quarter and the related statements of income and cash flow for such Fiscal Quarter and for the portion of the Fiscal Year then elapsed, on consolidated bases for Borrowers and Subsidiaries,
setting forth in comparative form corresponding figures for the preceding Fiscal Year and certified by the chief financial officer of Borrower Agent as prepared in accordance with GAAP and fairly presenting the financial position and results of
operations for such Fiscal Quarter and period, subject to normal year-end adjustments and the absence of footnotes; provided, however, that such requirements for the furnishing of such quarterly
financial statements may be fulfilled by the furnishing of the quarterly report of Borrowers and Subsidiaries on Form 10-Q (within the 45 day period set forth herein), which includes financial statements, as filed with the Securities and Exchange
Commission, for the applicable Fiscal Quarter, and notice to Agent of such filing (within the 45 day period set forth herein); 
 (c) as
soon as available, and in any event within 30 days after the end of each fiscal month (except for the last month of each Fiscal Year, in which case, within 60 days after the end of such fiscal month), unaudited balance sheets as of the end of such
fiscal month and the related statements of income and cash flow for such fiscal month and for the portion of the Fiscal Year then elapsed, on consolidated bases for Borrowers and Subsidiaries, setting forth in comparative form corresponding figures
for the preceding Fiscal Year and certified by the chief financial officer of Borrower Agent as prepared in accordance with GAAP and fairly presenting the financial position and results of operations for such month and period, subject to normal year-end adjustments and the absence of footnotes; 
 (d) concurrently with delivery of financial
statements under clauses (a), (b) and (c) above, or more frequently if requested by Agent while an Event of Default exists, a Compliance Certificate executed by the chief financial officer of Borrower Agent; 

(e) concurrently with delivery of financial statements under clause (a) above, copies of all management letters and other material
reports submitted to Borrowers by their accountants in connection with such financial statements; 
 (f) not later than 30 days after the
end of each Fiscal Year, projections of Borrowers’ consolidated balance sheets, results of operations, cash flow and Availability for the next Fiscal Year, month by month; 

(g) at Agent’s request, a listing of each Borrower’s trade payables, specifying the trade creditor and balance due, and a detailed
trade payable aging, all in form satisfactory to Agent; 
 (h) promptly after the sending or filing thereof, copies of any proxy
statements, financial statements or reports that any Borrower has made generally available to its shareholders in their capacities as such; copies of any regular, periodic and special reports or registration statements or prospectuses that any
Borrower files with the Securities and Exchange Commission or any other Governmental Authority, or any securities exchange; and copies of any press releases or other statements made available by a Borrower to the public concerning material changes
to or developments in the business of such Borrower; 
 (i) promptly upon Agent’s or any Lender request, copies of any annual report
filed or to be filed in connection with each Plan or Foreign Plan; and 
 (j) such other reports and information (financial or otherwise)
as Agent may reasonably request from time to time in connection with any Collateral or any Borrower’s, Subsidiary’s or other Obligor’s financial condition or business. 

  
 -71- 








 10.1.3 Notices. Notify Agent and Lenders in writing, promptly after a Borrower’s
obtaining knowledge thereof, of any of the following that affects an Obligor: (a) the threat or commencement of any proceeding or investigation, whether or not covered by insurance, that would have a Material Adverse Effect; (b) any
pending or threatened labor dispute, strike or walkout, or the expiration of any material labor contract; (c) any material default under or termination of a Material Contract (other than a termination in accordance with its terms); (d) the
existence of any Default or Event of Default; (e) any judgment in an amount exceeding $1,000,000; (f) the assertion of any Intellectual Property Claim, that would reasonably be expected to have a Material Adverse Effect; (g) any
violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws) that would have a Material Adverse Effect; (h) any Environmental Release by an Obligor or on any Property owned, leased or occupied
by an Obligor; or receipt of any Environmental Notice, in each case that would reasonably be expected to result in liability of Borrowers in excess of $1,000,000 in the aggregate; (i) the occurrence of any ERISA Event that would reasonably be
expected to result in liability of Borrowers in excess of $1,000,000 in the aggregate; (j) the discharge of or any withdrawal or resignation by Borrowers’ independent accountants; or (k) any opening of a new office or place of
business, at least 30 days prior to such opening. 
 10.1.4 Landlord and Storage Agreements. Upon request, use commercially
reasonable efforts to provide Agent with copies of all existing agreements, and promptly after execution thereof provide Agent with copies of all future agreements, between an Obligor and any landlord, warehouseman, processor, shipper, bailee or
other Person that owns any premises at which any Collateral in excess of $125,000 may be kept or that otherwise may possess or handle any Collateral in excess of $125,000. 

10.1.5 Compliance with Laws. Comply with all Applicable Laws, including ERISA, Environmental Laws, FLSA, OSHA, Anti-Terrorism Laws, and
laws regarding collection and payment of Taxes, and maintain all Governmental Approvals necessary to the ownership of its Properties or conduct of its business, unless failure to comply (other than failure to comply with Anti-Terrorism Laws) or
maintain would not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, if any Environmental Release occurs at or on any Properties of any Borrower or Subsidiary, in each case that would
reasonably be expected to result in liability of Borrowers in excess of $1,000,000 in the aggregate it shall act promptly and diligently to investigate and report to Agent and all required Governmental Authorities the extent of, and to take remedial
action required by Environmental Law to respond to such Environmental Release, whether or not directed to do so by any Governmental Authority. 

10.1.6 Taxes. Pay and discharge all federal and other material Taxes prior to the date on which they become delinquent or penalties
attach, unless such Taxes are being Properly Contested. 
 10.1.7 Insurance. In addition to the insurance required hereunder with
respect to Collateral, maintain insurance with insurers with a Best’s Rating of at least A+, unless otherwise approved by Agent, (a) with respect to the Properties and business of Borrowers and Subsidiaries of such type (including product
liability, workers’ compensation, larceny, embezzlement, or other criminal misappropriation insurance), in such amounts, and with such coverages and deductibles as are customary for companies similarly situated; and (b) business
interruption insurance in an amount not less than $15,000,000, with deductibles and subject to an Insurance Assignment satisfactory to Agent. 

10.1.8 Licenses. Keep each License affecting any Collateral (including the manufacture, distribution or disposition of Inventory) or
any other material Property of Borrowers and Subsidiaries in full force and effect; promptly notify Agent of any proposed modification to any such License, or entry into any new License, pay all Royalties in the Ordinary Course of Business; and
notify Agent of any default or breach asserted by any Person to have occurred under any material License. 

  
 -72- 








 10.1.9 Future Subsidiaries. Promptly (and in any event, within 30 days) notify Agent upon
any Person becoming a Subsidiary and, if such Person is not a Foreign Subsidiary, cause it to either become a Borrower hereunder or guaranty the Obligations, in either case in a manner satisfactory to Agent, and to execute and deliver such
documents, instruments and agreements and to take such other actions as Agent shall require to evidence and perfect a Lien in favor of Agent (for the benefit of Secured Parties) on all assets of such Person (other than Real Estate), including
delivery of such customary legal opinions, in form and substance satisfactory to Agent, as it shall deem appropriate. 
 10.2 Negative
Covenants. As long as any Commitments or Obligations are outstanding, each Borrower shall not, and shall cause each Subsidiary not to: 

10.2.1 Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except: 

(a) the Obligations; 
 (b)
Subordinated Debt; 
 (c) Permitted Purchase Money Debt; 

(d) Borrowed Money (other than the Obligations, Subordinated Debt and Permitted Purchase Money Debt), but only to the extent outstanding on
the Closing Date and not satisfied with proceeds of the initial Loans; 
 (e) Bank Product Debt; 

(f) Debt permitted to be assumed or incurred in a Permitted Acquisition pursuant to clause (h) (other than clause
(h)(x)(II)) of the definition of the term “Permitted Acquisition”; 
 (g) Permitted Contingent Obligations; 

(h) Refinancing Debt as long as each Refinancing Condition is satisfied; 

(i) Debt in respect of Taxes, to the extent that payment thereof shall not at the time be required to be made in accordance with
Section 10.1.6; 
 (j) Debt arising from judgments or decrees in circumstances not constituting an Event of Default under
Section 11.1(h); 
 (k) intercompany loans to the extent permitted under Section 10.2.7(e); 

(l) Debt evidenced by (i) the Series 2008 Note dated April 23, 2008 in the original principal amount of $8,000,000 by Chicago Tube
and Iron in favor of Wells Fargo Bank, National Association, as trustee (the “IRB Trustee”) under the Indenture of Trust, dated as of April 1, 2008 (the “IRB Indenture”) between The Stanly County Industrial
Facilities and Pollution Control Financing Authority (the “IRB Issuer”) and the IRB Trustee, which Series 2008 Note is issued pursuant to a Loan Agreement dated as of April 1 2008 (the “IRB Loan Agreement”)
between the IRB Issuer and Chicago Tube and Iron relating to The Stanly County Industrial Facilities and Pollution Control Financing Authority Industrial Revenue Bonds, Series 2008 (Chicago Tube and Iron Company Project (the “IRB
Bonds”; and (ii) the Reimbursement Agreement, dated as of April 1, 2008, between JPMorgan Chase Bank, N.A. and Chicago Tube and Iron pursuant to which JPMorgan Chase Bank, N.A. issued a letter of credit, dated as of April 1,
2008, for the benefit of the IRB Trustee in the face amount of $8,000,000 (the “IRB LC Documents”); the IRB Indenture, the IRB Loan Agreement and the IRB LC Documents and each other agreement, document and instrument executed and
delivered in connection therewith, in each case as in effect on the Closing Date, the “IRB Documents”). 

  
 -73- 








 (m) Debt issued under Olympic Steel’s Registration Statement on Form S-3, as may be amended
from time to time, as long as, in each case, after giving effect to the incurrence of such Debt, Availability is greater than 25% of the aggregate amount of Revolver Commitments then in effect; 

(n) current unsecured trade, utility or nonextraordinary accounts payable (including without limitation, operating leases and short term Debt
owed to vendors) arising in the Ordinary Course of Business; 
 (o) Debt consisting of Capital Leases secured by Liens permitted by
Section 10.2.2(k) as long as the aggregate amount of any such Debt incurred after the Closing Date does not exceed $6,250,000 in the aggregate during the term of this Agreement (for the avoidance of doubt, Debt permitted by
Section 10.2.1(l) above shall not constitute Debt permitted by this Section 10.2.1(o)); and 
 (p) unsecured Debt as long as the
maturity date of such Debt is at least 6 months after the Tranche A Revolver Termination Date. 
 10.2.2 Permitted Liens. Create or
suffer to exist any Lien upon any of its Property, except the following (collectively, “Permitted Liens”): 
 (a) Liens in
favor of Agent; 
 (b) Purchase Money Liens securing Permitted Purchase Money Debt; 

(c) Liens for Taxes not yet delinquent or being Properly Contested; 

(d) statutory Liens (including carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and landlord’s
Liens but excluding Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not overdue for a period of more than 30 days or is being Properly Contested;
provided, however, that a reserve or other appropriate provisions shall have been made therefor, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of any
Borrower or Subsidiary; 
 (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of tenders,
bids, leases (whether operating leases or Capital Leases), trade contracts (except those relating to Borrowed Money), statutory obligations (including workers’ compensation, unemployment insurance and other social security legislation),
liability to insurance carriers under insurance or self-insurance arrangements, surety, customs, stay and appeal bonds, performance and return of money bonds, and other similar obligations, or arising as a result of progress payments under
government contracts, as long as, in the case of any such Liens that are on any asset or property that constitutes Collateral, such Liens are at all times junior to Agent’s Liens; 

  
 -74- 








 (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; 

(g) Liens arising by virtue of a judgment or judicial order against any Borrower or Subsidiary, or any Property of a Borrower or Subsidiary
other than an attachment or judgment Lien constituting an Event of Default under Section 11.1(h), as long as such Liens are (i) in existence for less than 30 consecutive days or being Properly Contested, and (ii) in the case of
any such Liens that are on any asset or property that constitutes Collateral, at all times junior to Agent’s Liens; 
 (h) easements,
rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; 

(i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items
in the course of collection; 
 (j) leases or subleases of Real Estate granted to third parties in the Ordinary Course of Business and not
interfering in any material respect with the ordinary conduct of business by any Borrower or Subsidiary; 
 (k) any interest or title of a
lessor or sublessor under any operating lease or Capital Lease permitted by Section 10.2.1(n) and Section 10.2.1(o); 

(l) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the
importation of goods in the Ordinary Course of Business; 
 (m) any zoning or similar law or right reserved to or vested in any
governmental office or agency to control or regulate the use of any Real Estate; 
 (n) licenses of patents, trademarks and other
intellectual property rights granted by any Borrower or Subsidiary in the Ordinary Course of Business and not interfering in any material respect with the ordinary conduct of business by any Borrower or Subsidiary; 

(o) Liens created under the Sale and Leaseback Transactions permitted under Section 10.2.20, provided that any such Liens
do not at any time encumber any Property other than the Property which is the subject of such Sale and Leaseback Transaction; 
 (p) the
Investments permitted under clause (f) of the definition of the term “Restricted Investments”, to the extent such Investments constitute Liens; 

(q) (q) Liens created on the Toro Purchased Accounts pursuant to the Toro AR Purchase Agreement; and 

(r) existing Liens shown on Schedule 10.2.2. 

10.2.3 Inactive Subsidiaries. Permit any Inactive Subsidiary to (a) acquire any assets which, when taken together with the net
book value of the assets of all other Inactive Subsidiaries exceeds $500,000 in the aggregate (excluding the Equity Interests of Olympic Mexico owned by Olyac and Olympic Trading), (b) incur any liabilities (whether to an Affiliate or
otherwise) other than for franchise taxes, maintenance fees and other de minimus expenses or (c) engage in any trade or business (other than the maintenance of its existence and activities incidental thereto or, in the case of Olyac and
Olympic Trading, the ownership of Equity Interests in Olympic Mexico owned by Olyac and Olympic Trading and activities incidental thereto). 

  
 -75- 








 10.2.4 Distributions; Upstream Payments. Declare or make any Distributions, except
Upstream Payments; or create or suffer to exist any encumbrance or restriction on the ability of a Subsidiary to make any Upstream Payment, except for restrictions under the Loan Documents, under Applicable Law or in effect on the Closing Date as
shown on Schedule 9.1.15 and except, as long as no Event of Default exists or would result therefrom: 
 (a) Distributions by
Olympic Steel to the holders of its Equity Interests payable solely in common stock of the type currently held by such holders; 
 (b)
Olympic Steel may issue stock option, restricted stock unit, share or other Equity Interest under its 2007 Omnibus Incentive Plan or any other stock option, restricted stock unit, share or other Equity Interest plan of Olympic Steel; and 

(c) (i) Distributions by Olympic Steel to, and repurchases by Olympic Steel of Equity Interests from, the holders of Equity Interests of
Olympic Steel not to exceed $2,500,000 in the aggregate during any Fiscal Year; and (ii) Distributions by Olympic Steel to, and repurchases by Olympic Steel of Equity Interests from, the holders of Equity Interests of Olympic Steel in excess of
$2,500,000 in the aggregate during any Fiscal Year as long as not less than 5 Business Days prior to the date of such proposed Distribution or repurchase, Agent shall have received written notice thereof together with a certificate, in form and
substance satisfactory to Agent, from a knowledgeable Senior Officer of Borrower Agent, certifying (and showing the calculations therefor in reasonable detail and, in the case of demonstrating compliance with subclause (B)(ii) below pro forma
financial statements and a pro forma Compliance Certificate, dated as of the date of the proposed Distribution or repurchases, in form and substance satisfactory to Agent) compliance with the following requirements: either (A) after giving
effect to any such proposed Distribution or repurchase, Availability is equal to or exceeds 25% of the aggregate amount of Revolver Commitments then in effect, or (B)(i) after giving effect to any such proposed Distribution or repurchase,
Availability is equal to or exceeds 15% of the aggregate amount of Revolver Commitments then in effect and (ii) immediately after giving effect to such proposed Distribution or repurchase, the Fixed Charge Coverage Ratio (recomputed for the
most recent Fiscal Quarter for which financial statements have been delivered by adding such proposed Distribution or repurchase to the amount of Fixed Charges as of the last day of such Fiscal Quarter) is at least 1.00 to 1.00 for the period of 12
fiscal months then most recently ended. 
 10.2.5 Restricted Investments. Make any Restricted Investment. 

10.2.6 Disposition of Assets. Make any Asset Disposition, except a Permitted Asset Disposition or a transfer of Property by a
Subsidiary or Obligor to a Borrower. 
 10.2.7 Loans. Make any loans or other advances of money to any Person, except
(a) advances to an officer or employee for salary, travel expenses, commissions and similar items in the Ordinary Course of Business; (b) (i) loans and advances to employees, officers and directors in connection with equity incentive
arrangements in an aggregate amount not to exceed $850,000 plus accrued interest at any time outstanding, provided that the proceeds of such loans and advances are paid to any Borrower or Subsidiary, as applicable, in connection with such
equity incentive arrangements and (ii) other loans and advances to employees in aggregate amount not to exceed $625,000 at any time outstanding; (c) prepaid expenses and extensions of trade credit made in the Ordinary Course of Business;
(d) deposits with financial institutions permitted hereunder; and (e) as long as no Event of Default under Section 11.1(a), 11.1(b) or 11.1(k) exists, (i) intercompany loans by a Borrower to another Borrower and
(ii) intercompany loans by Olympic Steel to Olympic Mexico in an aggregate amount not to exceed $7,500,000 at any time outstanding; provided, that Olympic Steel may make an intercompany loan to Olympic Mexico in an amount which, together
with the aggregate amount of other intercompany loans by Olympic Steel to Olympic Mexico then outstanding, exceeds $7,500,000 as long as immediately before and after giving effect to such intercompany loan either (A) Availability is greater
than 20% of the aggregate amount of Revolver Commitments then in effect or (B) Availability is greater than 15% of the aggregate amount of Revolver Commitments then in effect and the Fixed Charge Coverage Ratio is greater than 1.00 to 1.00 for
the period of twelve fiscal months then most recently ended. 

  
 -76- 








 10.2.8 Restrictions on Payment of Certain Debt. Make 

(a) any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any
Subordinated Debt, except regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any subordination agreement relating to such Debt; or 

(b) any voluntary payment, prepayment, redemption, retirement, defeasance or acquisition of (i) Borrowed Money (other than the
Obligations and Debt described in the immediately succeeding clause (ii)) prior to its due date under the agreements evidencing such Debt as in effect on the Closing Date (or as amended thereafter with the consent of Agent) or (ii) Debt
permitted by Section 10.2.1(l) (solely to the extent in excess of $900,000 in any fiscal year), in each case prior to its due date under the agreements evidencing such Debt; 

provided, however, that none of the foregoing shall prohibit any voluntary payment, prepayment, redemption, retirement, defeasance or
acquisition of any Subordinated Debt or Borrowed Money prior to its due date under the agreements evidencing such Debt as long as immediately before and after giving effect to such voluntary payment, prepayment, redemption, retirement, defeasance or
acquisition, either (A) both actual and pro forma, respectively, Availability is equal to or exceeds 20% of the aggregate amount of Revolver Commitments then in effect or (B)(i) both actual and pro forma, respectively, Availability is equal to
or exceeds 12.5% of the aggregate amount of Revolver Commitments then in effect and (ii) immediately after giving effect to such voluntary payment, prepayment, redemption, retirement, defeasance or acquisition, the Fixed Charge Coverage Ratio
(recomputed for the most recent month for which financial statements have been delivered) is at least 1.00 to 1.00 for the period of twelve fiscal months then most recently ended; and Agent shall have received a certificate, in form and substance
satisfactory to Agent, from a knowledgeable Senior Officer of Borrower Agent, certifying (and showing the calculations therefor in reasonable detail and, in the case of demonstrating compliance with subclause (B)(ii), a pro forma Compliance
Certificate, in form and substance satisfactory to Agent) compliance with the requirements of this proviso. 
 10.2.9 Fundamental
Changes. 
 (a) Merge, combine or consolidate with any Person, or liquidate, wind up its affairs or dissolve itself, in each case
whether in a single transaction or in a series of related transactions, except for mergers or consolidations (i) of a wholly-owned Subsidiary with another wholly-owned Subsidiary (provided that in the case any such Subsidiary is a
Borrower, the Subsidiary that is a Borrower shall survive such merger or consolidation), or into a Borrower, (ii) of a Borrower with another Borrower (provided that in the case any such Borrower is Olympic Steel, Olympic Steel shall
survive such merger or consolidation), (iii) which constitutes a Permitted Acquisition or (iv) except that any Subsidiary or Borrower (other than Olympic Steel) may liquidate or dissolve into a Borrower if the Borrowers determine in good
faith that such liquidation or dissolution is in the best interests of the Borrowers; or 

  
 -77- 








 (b) Without at least ten (10) days’ prior written notice to Agent and the
acknowledgement of Agent that all actions required by Agent, including those to continue the perfection of its Liens, have been completed, change its name or conduct business under any fictitious name; change its tax, charter or other organizational
identification number; or change its form or state of organization. 
 10.2.10 Subsidiaries. Form or acquire any Subsidiary after the
Closing Date, except in accordance with Sections 10.1.9 and 10.2.5; or permit any existing Subsidiary to issue any additional Equity Interests except director’s qualifying shares. 

10.2.11 Organic Documents. Amend, modify or otherwise change any of its Organic Documents as in effect on the Closing Date except to
the extent that any such amendment or change (i) does not violate the terms and conditions of this Agreement or any of the other Loan Documents, (ii) does not materially adversely affect the interest of the Lenders as creditors under this
Agreement, the other Loan Documents or any other document or instrument in any respect, (iv) is required by Applicable Law or (v) could not reasonably be expected to have a Material Adverse Effect. 

10.2.12 Tax Consolidation. File or consent to the filing of any consolidated income tax return with any Person other than Borrowers and
Subsidiaries. 
 10.2.13 Accounting Changes. Make any material change in accounting treatment or reporting practices, except as
required or permitted by GAAP, from GAAP to IFRS and in accordance with Section 1.2; or change its Fiscal Year (except that Chicago Tube and Iron may change its Fiscal Year to a December 31 end date). 

10.2.14 Restrictive Agreements. Become a party to any Restrictive Agreement, except a Restrictive Agreement (a) in effect on the
Closing Date; (b) relating to Debt permitted under Section 10.2.1(l) as long as no provision contained therein prohibits or restricts the indebtedness or performance of any obligations by an Obligor under the Loan Document or the
Liens granted on the Collateral in favor of Agent; (c) relating to other secured Debt permitted hereunder, as long as no provision contained therein prohibits or restricts the indebtedness or performance of any obligations by an Obligor under
the Loan Document or the Liens granted on the Collateral in favor of Agent; (d) constituting customary restrictions on assignment in leases and other contracts; (e) relating to Subordinated Debt as long as no provision contained therein
prohibits or restricts the indebtedness or performance of any obligations by an Obligor under the Loan Document or the Liens granted on the Collateral in favor of Agent; and (f) relating to Debt permitted under Section 10.2.1(m) as
long as no provision contained therein prohibits or restricts the indebtedness or performance of any obligations by an Obligor under the Loan Document or the Liens granted on the Collateral in favor of Agent. 

10.2.15 Hedging Agreements. Enter into any Hedging Agreement, except to hedge risks arising in the Ordinary Course of Business and not
for speculative purposes, including for the avoidance of doubt, the Continuing Hedging Agreement, and other Hedging Agreements entered into in the Ordinary Course of Business and not for speculative purposes. 

10.2.16 Conduct of Business. Engage in any business, other than the business conducted by the Borrowers as conducted on the Closing
Date, businesses reasonably related thereto, logical extensions thereof and, in each case, any activities incidental thereto. 

  
 -78- 








 10.2.17 Affiliate Transactions. Enter into or be party to any transaction with an
Affiliate, except (a) transactions contemplated by the Loan Documents; (b) payment of reasonable compensation to officers and employees for services actually rendered, and loans and advances permitted by Section 10.2.7;
(c) payment of customary directors’ fees and indemnities; (d) transactions solely among Obligors and their Subsidiaries not prohibited under the Loan Documents; (e) transactions with Affiliates that were entered into prior to the
Closing Date, as shown on Schedule 10.2.17; (f) Distributions to any Affiliate of Olympic Steel permitted by Section 10.2.4(b), and (g) transactions with Affiliates in the Ordinary Course of Business, upon fair and
reasonable terms (which, if involving payment or payment obligations in excess of $3,125,000, have been fully disclosed to Agent) and no less favorable (considered as a whole) than would be obtained in a comparable arm’s-length transaction with
a non-Affiliate. 
 10.2.18 Plans. Become party to any Multiemployer Plan or Foreign Plan, other than any in existence on the Closing
Date or which related to a Target and arise due to a Permitted Acquisition so long as such new Multiemployer Plan or Foreign Plan is not entered into in connection with such Permitted Acquisition. 

10.2.19 Amendments to Subordinated Debt Documents or Toro AR Purchase Agreement. 

(a) Except to the extent permitted pursuant to a subordination and/or intercreditor agreement, if any, related to the Subordinated Debt or as
may be agreed by Agent, amend, supplement or otherwise modify the IRB Documents or any document, instrument or agreement relating to any Subordinated Debt, if such modification (i) increases the principal balance of such Debt (excluding
increases in the principal balance solely as a result of any capitalized interest or payment-in-kind interest), or increases any required payment of principal or interest; (ii) accelerates the date on which any installment of principal or any
interest is due, or adds any additional mandatory redemption, put or mandatory prepayment provisions; (iii) shortens the final maturity date or otherwise accelerates amortization; (d) increases the interest rate; (iv) increases or
adds any fees or charges; (v) modifies any covenant in a manner or adds any representation, covenant or default that is more onerous or restrictive in any material respect for any Borrower or Subsidiary, or that is otherwise materially adverse
to any Borrower, any Subsidiary or Lenders; or (vi) results in the Obligations not being fully benefited by the subordination or intercreditor provisions thereof, if applicable. 

(b) Except for extensions and renewals, Chicago Tube and Iron shall (i) provide Agent with written notice of any proposed amendment,
modification or other change to, and each consent to a departure from, the terms or provisions of the Toro AR Purchase Agreement as such terms and provision are in effect on the Closing Date and (ii) promptly following the effectiveness
thereof, provide Agent with a copy of each such amendment, modification or other change to, and each such consent to a departure from, the terms or provisions of the Toro AR Purchase Agreement. Chicago Tube and Iron shall not, without the prior
written consent of Agent, amend, modify or otherwise change or obtain a consent to a departure terms of the Toro AR Purchase Agreement that (x) is materially adverse to any Borrower, any Subsidiary or Lenders or (y) could in any way impair
the Lien of Agent or Lenders in the Collateral (including, without limitation, by impairing the creation, attachment, perfection, or priority of such Lien); it being understood and agreed that Chicago Tube and Iron may terminate Toro AR Purchase
Agreement (whereupon Chicago Tube and Iron shall reasonably promptly notify Agent of such termination). 

  
 -79- 








 10.2.20 Sale and Leaseback. Enter into any arrangement with any Person providing for the
leasing by any Borrower or Subsidiary of real or personal Property which has been or is to be sold or transferred by such Borrower or such Subsidiary to such Person or to any other Person to whom funds have been or are to be advanced by such Person
on the security of such Property or of rental obligations of such Borrower or such Subsidiary, as the case may be (each such arrangement being a “Sale and Leaseback Transaction”), provided that (i) none of the foregoing
shall prohibit the Sale and Leaseback Transactions involving Real Estate and (ii) in the case of Sale and Leaseback Transactions involving Property other than Real Estate, (A) the Net Proceeds of such sale are applied to the Obligations to
the extent required hereunder and (B) the aggregate fair market value (measured at the time of the applicable sale or transfer) of all such Property covered by all Sale and Leaseback Transactions involving such Property entered into during the
term of this Agreement that are outstanding at any time shall not exceed $6,250,000. 
 10.3 Financial Covenants. As long as
any Commitments or Obligations are outstanding, Borrowers shall maintain a Fixed Charge Coverage Ratio of at least 1.00 to 1.00 for each period of twelve fiscal months ending during or immediately before any Covenant Trigger Period. 

 

	SECTION 11.	EVENTS OF DEFAULT; REMEDIES ON DEFAULT 

 11.1 Events of Default.
Each of the following shall be an “Event of Default” hereunder, if the same shall occur for any reason whatsoever, whether voluntary or involuntary, by operation of law or otherwise: 

(a) A Borrower fails to pay (i) the principal or any interest on Obligations when due (whether at stated maturity, on demand, upon
acceleration or otherwise), (ii) any reimbursement obligations for any payment made under a Letter of Credit or (iii) any fees and charges payable to the Lenders or Agent hereunder and, in the case of such failure to pay any interest or
fees or charges, such failure continues for three (3) Business Days; 
 (b) A Borrower fails to pay Obligations (other than
Obligations described in clause (a) above) when due (whether at stated maturity, on demand, upon acceleration or otherwise) and such failure continues for three (3) Business Days; 

(c) Any representation, warranty or other written statement of an Obligor made in connection with any Loan Documents or transactions
contemplated thereby is incorrect or misleading in any material respect when made or deemed made; 
 (d) A Borrower breaches or fail to
perform any covenant contained in Section 7.2, 7.4, 7.6, 8.1, 8.2.4, 8.2.5, 8.6.2, 10.1.1, 10.1.2, 10.1.3(d), 10.1.7, 10.2 or 10.3; 

(e) An Obligor breaches or fails to perform any other covenant contained in any Loan Documents, and such breach or failure is not cured
within 30 days after a Senior Officer of such Obligor has knowledge thereof or receives notice thereof from Agent, whichever is sooner; provided, however, that such notice and opportunity to cure shall not apply if the breach or
failure to perform is not capable of being cured within such period or is a willful breach by an Obligor; 
 (f) A Guarantor repudiates,
revokes or attempts to revoke its Guaranty; an Obligor or third party (other than a third party with no reasonable basis or standing, as determined by Agent in its sole discretion) denies or contests the validity or enforceability of any Loan
Documents or Obligations, or the perfection or priority of any Lien granted to Agent; or any Loan Document ceases to be in full force or effect for any reason (other than a waiver or release by Agent and Lenders or other than a termination in
accordance with its terms); 

  
 -80- 








 (g) Any breach or default of an Obligor occurs under any Hedging Agreement or any document,
instrument or agreement to which it is a party or by which it or any of its Properties is bound, relating to any Debt (other than the Obligations) in excess of $2,500,000, if the maturity of or any payment with respect to such Debt may be
accelerated or demanded due to such breach; 
 (h) Any judgment or order for the payment of money is entered against an Obligor in an
amount that exceeds, individually or cumulatively with all unsatisfied judgments or orders against all Obligors, $2,500,000 (net of any insurance coverage therefor acknowledged in writing by the insurer) and such judgments or orders shall not have
been paid and satisfied, vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; 
 (i) A loss, theft,
damage or destruction occurs with respect to any Collateral if the amount not covered by insurance exceeds $2,500,000; 
 (j) An Obligor is
enjoined, restrained or in any way prevented by any Governmental Authority from conducting any material part of its business; an Obligor suffers the loss, revocation or termination of any material license, permit, lease or agreement necessary to its
business; there is a cessation of any material part of an Obligor’s business for a material period of time; any material Collateral or Property of an Obligor is taken or impaired through condemnation; an Obligor agrees to or commences any
liquidation, dissolution or winding up of its affairs except as permitted by Section 10.2.9; or a Borrower is not Solvent; 

(k) An Insolvency Proceeding is commenced by an Obligor; an Obligor makes an offer of settlement, extension or composition to its unsecured
creditors generally; a trustee is appointed to take possession of any substantial Property of or to operate any of the business of an Obligor; or an Insolvency Proceeding is commenced against an Obligor and: the Obligor consents to institution of
the proceeding, the petition commencing the proceeding is not timely contested by the Obligor, the petition is not dismissed within 60 days after filing, or an order for relief is entered in the proceeding; 

(l) (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan (A) that has resulted or would reasonably be expected
to result in liability of Obligors to one or more Pension Plans, Multiemployer Plans or PBGC in excess of $2,500,000 in the aggregate, or (B) that constitutes grounds for appointment of a trustee for or termination by the PBGC of any Pension
Plan or Multiemployer Plan; (ii) Obligors or ERISA Affiliates fail to pay when due any installment payment with respect to their withdrawal liability under Section 4201 of ERISA under one or more Multiemployer Plans in excess of $2,500,000
in the aggregate; or (iii) any event similar to the foregoing occurs or exists with respect to one or more Foreign Plans, which, if similar to the foregoing clause (i)(A) or clause (ii), would result in liability of Obligors in
excess of $2,500,000; 
 (m) An Obligor or any of its Senior Officers is criminally indicted or convicted for (i) a felony committed
in the conduct of the Obligor’s business, or (ii) violating any state or federal law (including the Controlled Substances Act, Money Laundering Control Act of 1986 and Illegal Exportation of War Materials Act) that could lead to forfeiture
of any material Property or any Collateral; or 
 (n) A Change of Control occurs; or 

(o) any event occurs or condition exists that has a Material Adverse Effect. 

  
 -81- 








 11.2 Remedies upon an Event of Default. If an Event of Default described in
Section 11.1(k) occurs with respect to any Borrower, then to the extent permitted by Applicable Law, all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall
terminate, without any action by Agent or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to
time: 
 (a) declare any Obligations (other than Secured Bank Product Obligations) immediately due and payable, whereupon they shall be due
and payable without diligence, presentment, demand, protest or notice of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law; 

(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base; 

(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not
yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is
created thereby, or the conditions in Section 6 are satisfied); and 
 (d) exercise any other rights or remedies afforded under
any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Borrowers to assemble
Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or
leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such
notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be
reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise
dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount
of such price against the Obligations. 
 11.3 License. Agent is hereby granted an irrevocable, non-exclusive license
or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) any or all Intellectual Property of Borrowers, computer hardware and software, trade secrets, brochures, customer lists, promotional and
advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral. Each
Borrower’s rights and interests under Intellectual Property shall inure to Agent’s benefit. 
 11.4 Setoff. At any
time an Event of Default exists, Agent, Issuing Bank, Lenders, and any of their Affiliates are authorized, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional
or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, such Lender or such Affiliate to or for the credit or the account of an Obligor against any Obligations,
irrespective of whether or not Agent, Issuing Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or
office of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in
addition to other rights and remedies (including other rights of setoff) that such Person may have. 

  
 -82- 








 11.5 Remedies Cumulative; No Waiver. 

11.5.1 Cumulative Rights. All agreements, warranties, guaranties, indemnities and other undertakings of Borrowers under the Loan
Documents are cumulative and not in derogation of each other. The rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and are not exclusive of any other rights or
remedies available by agreement, by law, at equity or otherwise. All such rights and remedies shall continue in full force and effect until Full Payment of all Obligations. 

11.5.2 Waivers. No waiver or course of dealing shall be established by (a) the failure or delay of Agent or any Lender to
require strict performance by Borrowers with any terms of the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwise; (b) the making of any Loan or issuance of any Letter of Credit during a Default, Event
of Default or other failure to satisfy any conditions precedent; or (c) acceptance by Agent or any Lender of any payment or performance by an Obligor under any Loan Documents in a manner other than that specified therein. It is expressly
acknowledged by Borrowers that any failure to satisfy a financial covenant on a measurement date shall not be cured or remedied by satisfaction of such covenant on a subsequent date. 

 

	SECTION 12.	AGENT 

 12.1 Appointment, Authority and Duties of Agent. 

12.1.1 Appointment and Authority. Each Secured Party appoints and designates Bank of America as Agent under all Loan Documents. Agent
may, and each Secured Party authorizes Agent to, enter into all Loan Documents to which Agent is intended to be a party and accept all Security Documents, for Agent’s benefit and the benefit of Secured Parties. Each Secured Party agrees that
any action taken by Agent or Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by Agent or Required Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental
thereto, shall be authorized by and binding upon all Secured Parties. Without limiting the generality of the foregoing, Agent shall have the sole and exclusive authority to (a) act as the disbursing and collecting agent for Lenders with respect
to all payments and collections arising in connection with the Loan Documents; (b) execute and deliver as Agent each Loan Document, including any intercreditor or subordination agreement, and accept delivery of each Loan Document from any
Obligor or other Person; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with
Collateral; and (e) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral under the Loan Documents, Applicable Law or otherwise. The duties of Agent shall be ministerial and administrative in
nature, and Agent shall not have a fiduciary relationship with any Lender, Secured Party, Participant or other Person, by reason of any Loan Document or any transaction relating thereto. Agent alone shall be authorized to determine whether any
Accounts or Inventory constitute Eligible Accounts, Eligible In-Transit Inventory or Eligible Inventory, or whether to impose or release any reserve, and to exercise its Permitted Discretion in connection therewith or whether any conditions to
funding or to issuance of a Letter of Credit have been satisfied, which determinations and judgments, if exercised in good faith, shall exonerate Agent from liability to any Lender or other Person for any error in judgment. 

  
 -83- 








 12.1.2 Duties. Agent shall not have any duties except those expressly set forth in the
Loan Documents. The conferral upon Agent of any right shall not imply a duty on Agent’s part to exercise such right, unless instructed to do so by Required Lenders in accordance with this Agreement. 

12.1.3 Agent Professionals. Agent may perform its duties through agents and employees. Agent may consult with and employ Agent
Professionals, and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by an Agent Professional. Agent shall not be responsible for the negligence or misconduct of any agents,
employees or Agent Professionals selected by it with reasonable care. 
 12.1.4 Instructions of Required Lenders. The rights and
remedies conferred upon Agent under the Loan Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. Agent may request instructions from Required Lenders or other Secured Parties with
respect to any act (including the failure to act) in connection with any Loan Documents, and may seek assurances to its satisfaction from Secured Parties of their indemnification obligations under Section 12.6 against all Claims that
could be incurred by Agent in connection with any act. Agent shall be entitled to refrain from any act until it has received such instructions or assurances, and Agent shall not incur liability to any Person by reason of so refraining. Instructions
of Required Lenders shall be binding upon all Secured Parties, and no Secured Party shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting in accordance with the instructions of Required
Lenders. Notwithstanding the foregoing, instructions by and consent of all Lenders shall be required in the circumstances described in Section 14.1.1, and in no event shall Required Lenders, without the prior written consent of each
Lender, direct Agent to accelerate and demand payment of Loans held by one Lender without accelerating and demanding payment of all other Loans, nor to terminate the Commitments of one Lender without terminating the Commitments of all Lenders. In no
event shall Agent be required to take any action that, in its opinion, is contrary to Applicable Law or any Loan Documents or could subject any Agent Indemnitee to personal liability. 

12.2 Agreements Regarding Collateral and Field Examination Reports. 

12.2.1 Lien Releases; Care of Collateral. Secured Parties authorize Agent to release any Lien with respect to any Collateral
(a) upon Full Payment of the Obligations; (b) that is the subject of an Asset Disposition which Borrowers certify in writing to Agent is a Permitted Asset Disposition or a Lien which Borrowers certify is a Permitted Lien entitled to
priority over Agent’s Liens (and Agent may rely conclusively on any such certificate without further inquiry); (c) that does not constitute a material part of the Collateral (except as permitted by Section 14.1.1(d)(iv) to the
extent permitted with the consent of the Required Lenders); or (d) with the written consent of all Lenders. Secured Parties authorize Agent to subordinate its Liens to any Purchase Money Lien permitted hereunder. Agent shall have no obligation
to assure that any Collateral exists or is owned by a Borrower, or is cared for, protected or insured, nor to assure that Agent’s Liens have been properly created, perfected or enforced, or are entitled to any particular priority, nor to
exercise any duty of care with respect to any Collateral. 
 12.2.2 Possession of Collateral. Agent and Secured Parties appoint each
Lender as agent (for the benefit of Secured Parties) for the purpose of perfecting Liens in any Collateral held or controlled by such Lender, to the extent such Liens are perfected by possession or control. If any Lender obtains possession or
control of any Collateral, it shall notify Agent thereof and, promptly upon Agent’s request, deliver such Collateral to Agent or otherwise deal with it in accordance with Agent’s instructions. 

  
 -84- 








 12.2.3 Reports. Agent shall promptly forward to each Lender, when complete, copies of any
field audit, examination or appraisal report prepared by or for Agent with respect to any Obligor or Collateral (“Report”). Each Lender agrees (a) that neither Bank of America nor Agent makes any representation or warranty as
to the accuracy or completeness of any Report, and shall not be liable for any information contained in or omitted from any Report; (b) that the Reports are not intended to be comprehensive audits or examinations, and that Agent or any other
Person performing any audit or examination will inspect only specific information regarding Obligations or the Collateral and will rely significantly upon Borrowers’ books and records as well as upon representations of Borrowers’ officers
and employees; and (c) to keep all Reports confidential and strictly for such Lender’s internal use, and not to distribute any Report (or the contents thereof) to any Person (except to such Lender’s Participants, attorneys and
accountants) or use any Report in any manner other than administration of the Loans and other Obligations. Each Lender agrees to indemnify and hold harmless Agent and any other Person preparing a Report from any action such Lender may take as a
result of or any conclusion it may draw from any Report, as well as from any Claims arising as a direct or indirect result of Agent furnishing a Report to such Lender. 

12.3 Reliance By Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any certification,
notice or other communication (including those by telephone, telex, telegram, telecopy or e-mail) believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and upon the advice and statements of Agent
Professionals. Agent shall have a reasonable and practicable amount of time to act upon any instruction, notice or other communication under any Loan Document, and shall not be liable for any delay in acting. 

12.4 Action Upon Default. Agent shall not be deemed to have knowledge of any Default or Event of Default unless it has
received written notice from a Borrower or Required Lenders specifying the occurrence and nature thereof. If any Lender acquires knowledge of a Default, Event of Default or failure of such conditions, it shall promptly notify Agent and the other
Lenders thereof in writing. Each Secured Party agrees that, except as otherwise provided in any Loan Documents or with the written consent of Agent and Required Lenders, it will not take any Enforcement Action, accelerate Obligations under any Loan
Documents (other than Secured Bank Product Obligations), or exercise any right that it might otherwise have under Applicable Law to credit bid at foreclosure sales, UCC sales or other similar dispositions of Collateral. Notwithstanding the
foregoing, however, a Lender may take action to preserve or enforce its rights against an Obligor where a deadline or limitation period is applicable that would, absent such action, bar enforcement of Obligations held by such Lender, including the
filing of proofs of claim in an Insolvency Proceeding. 
 12.5 Ratable Sharing. If any Lender shall obtain any payment
or reduction of any Obligation, whether through set-off or otherwise, in excess of its share of such Obligation, determined on a Pro Rata basis or in accordance with Section 5.6.1, as applicable, such Lender shall forthwith purchase from
Agent, Issuing Bank and the other Lenders such participations in the affected Obligation as are necessary to cause the purchasing Lender to share the excess payment or reduction on a Pro Rata basis or in accordance with Section 5.6.1, as
applicable. If any of such payment or reduction is thereafter recovered from the purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. Notwithstanding the foregoing,
if a Defaulting Lender obtains a payment or reduction of any Obligation, it shall immediately turn over the amount thereof to Agent for application under Section 4.2.2 and it shall provide a written statement to Agent describing the
Obligation affected by such payment or reduction. No Lender shall set off against any Dominion Account without the prior consent of Agent. 

  
 -85- 








 12.6 Indemnification. EACH LENDER SHALL INDEMNIFY AND HOLD HARMLESS AGENT
INDEMNITEES AND ISSUING BANK INDEMNITEES, TO THE EXTENT NOT REIMBURSED BY OBLIGORS (BUT WITHOUT LIMITING THE INDEMNIFICATION OBLIGATIONS OF OBLIGORS UNDER ANY LOAN DOCUMENTS), ON A PRO RATA BASIS, AGAINST ALL CLAIMS THAT MAY BE INCURRED BY OR
ASSERTED AGAINST ANY SUCH INDEMNITEE, PROVIDED THAT ANY CLAIM AGAINST AN AGENT INDEMNITEE RELATES TO OR ARISES FROM AN AGENT INDEMNITEE ACTING AS OR FOR AGENT (IN ITS CAPACITY AS AGENT) PROVIDED, HOWEVER, THAT NO LENDER SHALL BE
LIABLE TO ANY AGENT INDEMNITEE OR ISSUING BANK INDEMNITEE TO THE EXTENT SUCH LIABILITY HAS RESULTED PRIMARILY FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH AGENT INDEMNITEE OR SUCH ISSUING BANK INDEMNITEE, AS DETERMINED BY A COURT OF
COMPETENT JURISDICTION IN A FINAL NON-APPEALABLE JUDGMENT OR ORDER. In Agent’s discretion, it may reserve for any such Claims made against an Agent Indemnitee or Issuing Bank Indemnitee, and may satisfy any judgment, order or settlement
relating thereto, from proceeds of Collateral prior to making any distribution of Collateral proceeds to Secured Parties. If Agent is sued by any receiver, bankruptcy trustee, debtor-in-possession or other Person for any alleged preference or
fraudulent transfer, then any monies paid by Agent in settlement or satisfaction of such proceeding, together with all interest, costs and expenses (including attorneys’ fees) incurred in the defense of same, shall be promptly reimbursed to
Agent by each Lender to the extent of its Pro Rata share. 
 12.7 Limitation on Responsibilities of Agent. Agent shall
not be liable to any Secured Party for any action taken or omitted to be taken under the Loan Documents, except for losses directly and solely caused by Agent’s gross negligence or willful misconduct. Agent does not assume any responsibility
for any failure or delay in performance or any breach by any Obligor, Lender or other Secured Party of any obligations under the Loan Documents. Agent does not make any express or implied warranty, representation or guarantee to Secured Parties with
respect to any Obligations, Collateral, Loan Documents or Obligor. No Agent Indemnitee shall be responsible to Secured Parties for any recitals, statements, information, representations or warranties contained in any Loan Documents; the execution,
validity, genuineness, effectiveness or enforceability of any Loan Documents; the genuineness, enforceability, collectibility, value, sufficiency, location or existence of any Collateral, or the validity, extent, perfection or priority of any Lien
therein; the validity, enforceability or collectibility of any Obligations; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Obligor or Account Debtor. No Agent Indemnitee
shall have any obligation to any Secured Party to ascertain or inquire into the existence of any Default or Event of Default, the observance or performance by any Obligor of any terms of the Loan Documents, or the satisfaction of any conditions
precedent contained in any Loan Documents. 
 12.8 Successor Agent and Co-Agents. 

12.8.1 Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign
at any time by giving at least 30 days written notice thereof to Lenders and Borrowers. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a Lender or an Affiliate of a Lender; or
(b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $500,000,000 and (provided no Event of Default exists) is reasonably acceptable to
Borrowers. If no successor agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint a successor agent from among Lenders or, if no Lender accepts such role, Agent may appoint Required Lenders as successor
Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of
the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 14.2.
Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent. Any successor to Bank of America by
merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. 

  
 -86- 








 12.8.2 Separate Collateral Agent. It is the intent of the parties that there shall be no
violation of any Applicable Law denying or restricting the right of financial institutions to transact business in any jurisdiction. If Agent believes that it may be limited in the exercise of any rights or remedies under the Loan Documents due to
any Applicable Law, Agent may appoint an additional Person who is not so limited, as a separate collateral agent or co-collateral agent. If Agent so appoints a collateral agent or co-collateral agent, each right and remedy intended to be available
to Agent under the Loan Documents shall also be vested in such separate agent. Every covenant and obligation necessary to the exercise thereof by such agent shall run to and be enforceable by it as well as Agent. Secured Parties shall execute and
deliver such documents as Agent deems appropriate to vest any rights or remedies in such agent. If any collateral agent or co-collateral agent shall die or dissolve, become incapable of acting, resign or be removed, then all the rights and remedies
of such agent, to the extent permitted by Applicable Law, shall vest in and be exercised by Agent until appointment of a new agent. 

12.9 Due Diligence and Non-Reliance. Each Lender acknowledges and agrees that it has, independently and without reliance
upon Agent or any other Lenders, and based upon such documents, information and analyses as it has deemed appropriate, made its own credit analysis of each Obligor and its own decision to enter into this Agreement and to fund Loans and participate
in LC Obligations hereunder. Each Secured Party has made such inquiries concerning the Loan Documents, the Collateral and each Obligor as such Secured Party feels necessary. Each Lender further acknowledges and agrees that the other Secured Parties
have made no representations or warranties concerning any Obligor, any Collateral or the legality, validity, sufficiency or enforceability of any Loan Documents or Obligations. Each Secured Party will, independently and without reliance upon any
other Secured Party, and based upon such financial statements, documents and information as it deems appropriate at the time, continue to make and rely upon its own credit decisions in making Loans and participating in LC Obligations, and in taking
or refraining from any action under any Loan Documents. Except for notices, reports and other information expressly requested by a Lender, Agent shall have no duty or responsibility to provide any Secured Party with any notices, reports or
certificates furnished to Agent by any Obligor or any credit or other information concerning the affairs, financial condition, business or Properties of any Obligor (or any of its Affiliates) which may come into possession of Agent or any of
Agent’s Affiliates. 
 12.10 Replacement of Certain Lenders. If a Lender (a) is a Defaulting Lender,
(b) fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required and Required Lenders consented or (c) has requested a payment pursuant to Section 3.7 or 5.9, then, in
addition to any other rights and remedies that any Person may have, Agent may (or if requested by Borrowers, shall), by notice to such Lender within 120 days after such event, require such Lender to assign all of its rights and obligations under the
Loan Documents to Eligible Assignee(s) specified by Agent (or, in the case of a request by Borrowers, to Eligible Assignee(s) specified by the Borrowers that have been consented to by Agent), pursuant to appropriate Assignment and Acceptance(s) and
within 20 days after Agent’s notice. Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute same. Such Lender shall be entitled to receive, in cash, concurrently with such
assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees through the date of assignment (but excluding any prepayment charge). 

12.11 Remittance of Payments and Collections. 

12.11.1 Remittances Generally. All payments by any Lender to Agent shall be made by the time and on the day set forth in this
Agreement, in immediately available funds. If no time for payment is specified or if payment is due on demand by Agent and request for payment is made by Agent by 12:00 noon on a Business Day, payment shall be made by Lender not later than 2:00 p.m.
on such day, and if request is made after 12:00 noon, then payment shall be made by 11:00 a.m. on the next Business Day. Payment by Agent to any Secured Party shall be made by wire transfer, in the type of funds received by Agent. Any such payment
shall be subject to Agent’s right of offset for any amounts due from such payee under the Loan Documents. 

  
 -87- 








 12.11.2 Failure to Pay. If any Secured Party fails to pay any amount when due by it to
Agent pursuant to the terms hereof, such amount shall bear interest from the due date until paid at the rate determined by Agent as customary in the banking industry for interbank compensation. In no event shall Borrowers be entitled to receive
credit for any interest paid by a Secured Party to Agent, nor shall any Defaulting Lender be entitled to interest on any amounts held by Agent pursuant to Section 4.2. 

12.11.3 Recovery of Payments. If Agent pays any amount to a Secured Party in the expectation that a related payment will be received by
Agent from an Obligor and such related payment is not received, then Agent may recover such amount from each Secured Party that received it. If Agent determines at any time that an amount received under any Loan Document must be returned to an
Obligor or paid to any other Person pursuant to Applicable Law or otherwise, then, notwithstanding any other term of any Loan Document, Agent shall not be required to distribute such amount to any Lender. If any amounts received and applied by Agent
to any Obligations are later required to be returned by Agent pursuant to Applicable Law, each Lender shall pay to Agent, on demand, such Lender’s Pro Rata share of the amounts required to be returned. 

12.12 Agent in its Individual Capacity. As a Lender, Bank of America shall have the same rights and remedies under the
other Loan Documents as any other Lender, and the terms “Lenders,” “Required Lenders” or any similar term shall include Bank of America in its capacity as a Lender. Each of Bank of America and its Affiliates may accept deposits
from, maintain deposits or credit balances for, invest in, lend money to, provide Bank Products to, act as trustee under indentures of, serve as financial or other advisor to, and generally engage in any kind of business with, Obligors and their
Affiliates, as if Bank of America were not Agent hereunder, without any duty to account therefor (including any fees or other consideration received in connection therewith) to the other Lenders. In their individual capacities, Bank of America and
its Affiliates may receive information regarding Obligors, their Affiliates and their Account Debtors (including information subject to confidentiality obligations), and each Secured Party agrees that Bank of America and its Affiliates shall be
under no obligation to provide such information to any Secured Party, if acquired in such individual capacity. 
 12.13 Bank Product
Providers. Each Secured Bank Product Provider, by delivery of a notice to Agent of a Bank Product, agrees to be bound by Section 5.6 and this Section 12. Each Secured Bank Product Provider shall indemnify and hold
harmless Agent Indemnitees, to the extent not reimbursed by Obligors, against all Claims that may be incurred by or asserted against any Agent Indemnitee in connection with such provider’s Secured Bank Product Obligations. 

12.14 Agent Titles. Each Lender, other than Bank of America, that is designated (on the cover page of this Agreement or
otherwise) by Bank of America as an “Agent” or “Arranger” of any type shall not have any right, power, responsibility or duty under any Loan Documents other than those applicable to all Lenders, and shall in no event be deemed to
have any fiduciary relationship with any other Lender. 
 12.15 No Third Party Beneficiaries. This
Section 12 is an agreement solely among Lenders and Agent, and shall survive Full Payment of the Obligations. This Section 12 (other than Section 12.10) does not confer any rights or benefits upon Borrowers or any
other Person. As between Borrowers and Agent, any action that Agent may take under any Loan Documents or with respect to any Obligations shall be conclusively presumed to have been authorized and directed by Lenders. 

  
 -88- 









	SECTION 13.	BENEFIT OF AGREEMENT; ASSIGNMENTS AND PARTICIPATIONS 

 13.1 Successors and
Assigns. This Agreement shall be binding upon and inure to the benefit of Borrowers, Agent, Lenders, Secured Parties, and their respective successors and assigns, except that (a) no Borrower shall have the right to assign its
rights or delegate its obligations under any Loan Documents; and (b) any assignment by a Lender must be made in compliance with Section 13.3. Agent may treat the Person which made any Loan as the owner thereof for all purposes until
such Person makes an assignment in accordance with Section 13.3. Any authorization or consent of a Lender shall be conclusive and binding on any subsequent transferee or assignee of such Lender. 

13.2 Participations. 

13.2.1 Permitted Participants; Effect. Any Lender may, in the ordinary course of its business and in accordance with Applicable Law, at
any time sell to a financial institution (“Participant”) a participating interest in the rights and obligations of such Lender under any Loan Documents. Despite any sale by a Lender of participating interests to a Participant, such
Lender’s obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for performance of such obligations, such Lender shall remain the holder of its Loans and Commitments
for all purposes, all amounts payable by Borrowers shall be determined as if such Lender had not sold such participating interests, and Borrowers and Agent shall continue to deal solely and directly with such Lender in connection with the Loan
Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Agent and the other Lenders shall not have any obligation or liability to any such Participant. A Participant that would
be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.9 unless Borrowers agree otherwise in writing. 

13.2.2 Voting Rights. Each Lender shall retain the sole right to approve, without the consent of any Participant, any amendment, waiver
or other modification of any Loan Documents other than that which forgives principal, interest or fees, reduces the stated interest rate or fees payable with respect to any Loan or Commitment in which such Participant has an interest, postpones the
Commitment Termination Date or any date fixed for any regularly scheduled payment of principal, interest or fees on such Loan or Commitment, or releases any Borrower, Guarantor or the Collateral in excess of the amount set forth in
Section 14.1.1(d)(iv). 
 13.2.3 Benefit of Set-Off. Borrowers agree that each Participant shall have a right of set-off
in respect of its participating interest to the same extent as if such interest were owing directly to a Lender, and each Lender shall also retain the right of set-off with respect to any participating interests sold by it. By exercising any right
of set-off, a Participant agrees to share with Lenders all amounts received through its set-off, in accordance with Section 12.5 as if such Participant were a Lender. 

13.3 Assignments. 

13.3.1 Permitted Assignments. A Lender may assign to an Eligible Assignee any of its rights and obligations under the Loan Documents,
as long as (a) each assignment is of a constant, and not a varying, percentage of the transferor Lender’s rights and obligations under the Loan Documents and, in the case of a partial assignment, is in a minimum principal amount of
$10,000,000 (unless otherwise agreed by Agent in its discretion) and integral multiples of $1,000,000 in excess of that amount; (b) except in the case of an assignment in whole of a Lender’s rights and obligations, the aggregate amount of
the Commitments retained by the transferor Lender is at least $10,000,000 (unless otherwise agreed by Agent in its discretion); (c) the parties to each such assignment shall execute and deliver to Agent, for its acceptance and recording, an
Assignment and Acceptance and (d) no Lender shall assign its Revolver Commitment (and corresponding Revolver Loans) without a Pro Rata portion of its Revolver Commitment (and corresponding Revolver Loans). Nothing herein shall limit the right
of a Lender to pledge or assign any rights under the Loan Documents to (i) any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by
such Federal Reserve Bank, or (ii) counterparties to swap agreements relating to any Loans; provided, however, that any payment by Borrowers to the assigning Lender in respect of any Obligations assigned as described in this
sentence shall satisfy Borrowers’ obligations hereunder to the extent of such payment, and no such assignment shall release the assigning Lender from its obligations hereunder. Notwithstanding any other provisions of this Agreement to the
contrary, no Lender may sell, assign or transfer all or any part of its rights, benefits or obligations under this Agreement or the other Loan Documents if such sale, assignment or transfer would result in a non-exempt prohibited transaction under
Section 406 of ERISA or Section 4975 of the Code. 

  
 -89- 








 13.3.2 Effect; Effective Date. Upon delivery to Agent of an assignment notice in the form
of Exhibit D and a processing fee of $3,500 (unless otherwise agreed by Agent in its discretion), the assignment shall become effective as specified in the notice, if it complies with this Section 13.3. From such effective date,
the Eligible Assignee shall for all purposes be a Lender under the Loan Documents, and shall have all rights and obligations of a Lender thereunder. Upon consummation of an assignment, the transferor Lender, Agent and Borrowers shall make
appropriate arrangements for issuance of replacement and/or new Notes, as applicable. The transferee Lender shall comply with Section 5.10 and deliver, upon request, an administrative questionnaire satisfactory to Agent. 

13.3.3 Certain Assignees. No assignment or participation may be made to a Borrower, Affiliate of a Borrower, Defaulting Lender or
natural person. In connection with any assignment by a Defaulting Lender, such assignment shall be effective only upon payment by the Eligible Assignee or Defaulting Lender to Agent of an aggregate amount sufficient, upon distribution (through
direct payment, purchases of participations or other compensating actions as Agent deems appropriate), (a) to satisfy all funding and payment liabilities then owing by the Defaulting Lender hereunder, and (b) to acquire its Pro Rata share
of all Loans and LC Obligations. If an assignment by a Defaulting Lender shall become effective under Applicable Law for any reason without compliance with the foregoing sentence, then the assignee shall be deemed a Defaulting Lender for all
purposes until such compliance occurs. 
  

	SECTION 14.	MISCELLANEOUS 

 14.1 Consents, Amendments and Waivers. 

14.1.1 Amendment. No modification of any Loan Document, including any extension or amendment of a Loan Document or any waiver of a
Default or Event of Default, shall be effective without the prior written agreement of Required Lenders (or Agent, acting on the instructions of Required Lenders) and each Obligor party to such Loan Document; provided, however, that

 (a) without the prior written consent of Agent, no modification shall be effective with respect to any provision in a Loan Document that
relates to any rights, duties or discretion of Agent; 
 (b) without the prior written consent of Issuing Bank, no modification shall be
effective with respect to any LC Obligations or Section 2.3 or any other provision in a Loan Document that relates to any rights, duties or discretion of Issuing Bank; 

  
 -90- 








 (c) without the prior written consent of Agent and each affected Lender, including a Defaulting
Lender, no modification shall be effective that would (i) increase the Commitment of such Lender; (ii) reduce the amount of, or waive or delay payment of, any principal, interest, fees or other amounts payable to such Lender (except as
provided in Section 4.2); or (iii) extend the Tranche A Revolver Termination Date or Tranche B Termination Date applicable to such Lender’s Obligations; 

(d) without the prior written consent of all Lenders (except a Defaulting Lender as provided in Section 4.2), no modification
shall be effective that would (i) alter Section 5.6, 7.1 (except to add Collateral), 12.5 or 14.1.1; (ii) amend the definition of Aggregate Borrowing Base, Tranche A Borrowing Base or Tranche B Borrowing Base (or
any defined term used in such definition), Pro Rata or Required Lenders; (iii) increase any advance rate, or (except in the case of any amendment necessary to implement the terms of the New Revolver Commitments in accordance with the terms
hereof (which shall be in writing and need only be executed by Agent and Borrowers)) increase total Commitments; (iv) release Collateral with an aggregate book value greater than $10,000,000 during any calendar year, except as currently
contemplated by the Loan Documents; or (v) release any Obligor from liability for any Obligations, if such Obligor is Solvent at the time of the release except for any merger, consolidation, dissolution or liquidation of an Obligor permitted by
Section 10.2.9(a); 
 (e) without the prior written consent of a Secured Bank Product Provider, no modification shall be
effective that affects its relative payment priority under Section 5.6; and 
 (f) any amendment necessary to implement the terms of
the New Revolver Commitments in accordance with the terms hereof shall be in writing and need only be executed by Agent and Borrowers. 

14.1.2 Limitations. The agreement of Borrowers shall not be necessary to the effectiveness of any modification of a Loan Document that
deals solely with the rights and duties of Lenders, Agent and/or Issuing Bank as among themselves. Only the consent of the parties to the Fee Letter or any agreement relating to a Bank Product shall be required for any modification of such
agreement, and any non-Lender that is party to a Bank Product agreement shall have no right to participate in any manner in modification of any other Loan Document. Any waiver or consent granted by Agent or Lenders hereunder shall be effective only
if in writing and only for the matter specified. 
 14.1.3 Payment for Consents. No Borrower will, directly or indirectly, pay any
remuneration or other thing of value, whether by way of additional interest, fee or otherwise, to any Lender (in its capacity as a Lender hereunder) as consideration for agreement by such Lender with any modification of any Loan Documents, unless
such remuneration or value is concurrently paid, on the same terms, on a Pro Rata basis to all Lenders providing their consent. 
 14.2
Indemnity. SUBJECT TO THE FOLLOWING SENTENCE, EACH BORROWER SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNITEES AGAINST ANY CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE, INCLUDING CLAIMS ASSERTED BY ANY OBLIGOR OR OTHER
PERSON OR ARISING FROM THE NEGLIGENCE OF AN INDEMNITEE. In no event shall any party to a Loan Document have any obligation thereunder to indemnify or hold harmless an Indemnitee with respect to a Claim that is determined in a final, non-appealable
judgment by a court of competent jurisdiction to result from the gross negligence or willful misconduct of such Indemnitee. 

  
 -91- 








 14.3 Notices and Communications. 

14.3.1 Notice Address. Subject to Section 4.1.4, all notices and other communications by or to a party hereto shall be in
writing and shall be given to any Borrower, at Borrower Agent’s address shown on the signature pages hereof, and to any other Person at its address shown on the signature pages hereof (or, in the case of a Person who becomes a Lender after the
Closing Date, at the address shown on its Assignment and Acceptance), or at such other address as a party may hereafter specify by notice in accordance with this Section 14.3. Each such notice or other communication shall be effective
only (a) if given by facsimile transmission, when transmitted to the applicable facsimile number, if confirmation of receipt is received; (b) if given by mail, three Business Days after deposit in the U.S. mail, with first-class postage
pre-paid, addressed to the applicable address; or (c) if given by personal delivery, when duly delivered to the notice address with receipt acknowledged. Notwithstanding the foregoing, no notice to Agent pursuant to Section 2.1.4, 2.3,
3.1.2 or 4.1.1 shall be effective until actually received by the individual to whose attention at Agent such notice is required to be sent. Any written notice or other communication that is not sent in conformity with the foregoing
provisions shall nevertheless be effective on the date actually received by the noticed party. Any notice received by Borrower Agent shall be deemed received by all Borrowers. 

14.3.2 Electronic Communications; Voice Mail. Electronic mail and internet websites may be used only for routine communications, such
as financial statements, Borrowing Base Certificates and other information required by Section 10.1.2, administrative matters, distribution of Loan Documents for execution, and matters permitted under Section 4.1.4. Agent and
Lenders make no assurances as to the privacy and security of electronic communications. Except as set forth in the preceding sentence, electronic and voice mail may not be used as effective notice under the Loan Documents. 

14.3.3 Non-Conforming Communications. Agent and Lenders may rely upon any notices purportedly given by or on behalf of any Borrower
even if such notices were not made in a manner specified herein, were incomplete or were not confirmed, or if the terms thereof, as understood by the recipient, varied from a later confirmation. Each Borrower shall indemnify and hold harmless each
Indemnitee from any liabilities, losses, costs and expenses arising from any telephonic communication purportedly given by or on behalf of a Borrower. 

14.4 Performance of Borrowers’ Obligations. Agent may, in its discretion at any time and from time to time, at
Borrowers’ expense, pay any amount or, upon notice to Borrower Agent unless an Event of Default exists, do any act required of a Borrower under any Loan Documents or otherwise lawfully requested by Agent to (a) enforce any Loan Documents
or collect any Obligations; (b) protect, insure, maintain or realize upon any Collateral; or (c) defend or maintain the validity or priority of Agent’s Liens in any Collateral, including any payment of a judgment, insurance premium,
warehouse charge, finishing or processing charge, or landlord claim, or any discharge of a Lien. All reasonable payments, costs and expenses (including Extraordinary Expenses) of Agent under this Section shall be reimbursed to Agent by Borrowers,
on demand, with interest from the date incurred to the date of payment thereof at the Default Rate applicable to Base Rate Revolver Loans. Any payment made or action taken by Agent under this Section shall be without prejudice to any right to
assert an Event of Default or to exercise any other rights or remedies under the Loan Documents. 
 14.5 Credit
Inquiries. Each Borrower hereby authorizes Agent and Lenders (but they shall have no obligation) to respond to usual and customary credit inquiries from third parties concerning any Borrower or Subsidiary. 

14.6 Severability. Wherever possible, each provision of the Loan Documents shall be interpreted in such manner as to be
valid under Applicable Law. If any provision is found to be invalid under Applicable Law, it shall be ineffective only to the extent of such invalidity and the remaining provisions of the Loan Documents shall remain in full force and effect. 

  
 -92- 








 14.7 Cumulative Effect; Conflict of Terms. The provisions of the Loan
Documents are cumulative. The parties acknowledge that the Loan Documents may use several limitations, tests or measurements to regulate similar matters, and they agree that these are cumulative and that each must be performed as provided. Except as
otherwise provided in another Loan Document (by specific reference to the applicable provision of this Agreement), if any provision contained herein is in direct conflict with any provision in another Loan Document, the provision herein shall govern
and control. 
 14.8 Counterparts. Any Loan Document may be executed in counterparts, each of which shall constitute an
original, but all of which when taken together shall constitute a single contract. This Agreement shall become effective when Agent has received counterparts bearing the signatures of all parties hereto. Delivery of a signature page of any Loan
Document by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of such agreement. 

14.9 Entire Agreement. Time is of the essence of the Loan Documents. The Loan Documents constitute the entire contract
among the parties relating to the subject matter hereof, and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. 

14.10 Relationship with Lenders. The obligations of each Lender hereunder are several, and no Lender shall be responsible
for the obligations or Commitments of any other Lender. Amounts payable hereunder to each Lender shall be a separate and independent debt. It shall not be necessary for Agent or any other Lender to be joined as an additional party in any proceeding
for such purposes. Nothing in this Agreement and no action of Agent, Lenders or any other Secured Party pursuant to the Loan Documents or otherwise shall be deemed to constitute Agent and any Secured Party to be a partnership, association, joint
venture or any other kind of entity, nor to constitute control of any Obligor. 
 14.11 No Advisory or Fiduciary
Responsibility. In connection with all aspects of each transaction contemplated by any Loan Document, Borrowers acknowledge and agree that (a)(i) this credit facility and any related arranging or other services by Agent, any Lender,
any of their Affiliates or any arranger are arm’s-length commercial transactions between Borrowers and such Person; (ii) Borrowers have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed
appropriate; and (iii) Borrowers are capable of evaluating and understanding, and do understand and accept, the terms, risks and conditions of the transactions contemplated by the Loan Documents; (b) each of Agent, Lenders, their
Affiliates and any arranger is and has been acting solely as a principal in connection with this credit facility, is not the financial advisor, agent or fiduciary for Borrowers, any of their Affiliates or any other Person, and has no obligation with
respect to the transactions contemplated by the Loan Documents except as expressly set forth therein; and (c) Agent, Lenders, their Affiliates and any arranger may be engaged in a broad range of transactions that involve interests that differ
from those of Borrowers and their Affiliates, and have no obligation to disclose any of such interests to Borrowers or their Affiliates. To the fullest extent permitted by Applicable Law, each Borrower hereby waives and releases any claims that it
may have against Agent, Lenders, their Affiliates and any arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated by a Loan Document. 

  
 -93- 








 14.12 Confidentiality. Each of Agent, Lenders and Issuing Bank agrees to maintain
the confidentiality of all Information (as defined below), except that Information may be disclosed (a) to its Affiliates, and to its and their partners, directors, officers, employees, agents, advisors and representatives (provided such
Persons are informed of the confidential nature of the Information and instructed to keep it confidential); (b) to the extent requested by any governmental, regulatory or self-regulatory authority purporting to have jurisdiction over it or its
Affiliates; (c) to the extent required by Applicable Law or by any subpoena or other legal process; (d) to any other party hereto; (e) in connection with any action or proceeding, or other exercise of rights or remedies, relating to
any Loan Documents or Obligations; (f) subject to an agreement containing provisions substantially the same as this Section, to any Transferee or any actual or prospective party (or its advisors) to any Bank Product; (g) with the consent
of Borrower Agent; or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) is available to Agent, any Lender, Issuing Bank or any of their Affiliates on a
nonconfidential basis from a source other than Borrowers. Notwithstanding the foregoing, Agent and Lenders may publish or disseminate general information describing this credit facility, including the names and addresses of Borrowers and a general
description of Borrowers’ businesses, and may use Borrowers’ logos, trademarks or product photographs in advertising materials, provided, however, that (i) Agent and Lenders provide Borrowers with a copy for their review
reasonably prior to publishing or disseminating such information and (ii) such general information does not include any information required to be kept confidential by this Section 14.12. As used herein,
“Information” means all information received from an Obligor or Subsidiary relating to it or its business. Any Person required to maintain the confidentiality of Information pursuant to this Section shall be deemed to have complied
if it exercises the same degree of care that it accords its own confidential information. Each of Agent, Lenders and Issuing Bank acknowledges that (i) Information may include material non-public information concerning an Obligor or Subsidiary;
(ii) it has developed compliance procedures regarding the use of material non-public information; and (iii) it will handle such material non-public information in accordance with Applicable Law, including federal and state securities laws.

 14.13 GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, UNLESS OTHERWISE SPECIFIED, SHALL BE GOVERNED BY THE
LAWS OF THE STATE OF ILLINOIS, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES (BUT GIVING EFFECT TO FEDERAL LAWS RELATING TO NATIONAL BANKS). 

14.14 Consent to Forum. 

14.14.1 Forum. EACH BORROWER HEREBY CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT SITTING IN OR WITH
JURISDICTION OVER THE CITY OF CHICAGO, STATE OF ILLINOIS, IN ANY PROCEEDING OR DISPUTE RELATING IN ANY WAY TO ANY LOAN DOCUMENTS, AND AGREES THAT ANY SUCH PROCEEDING SHALL BE BROUGHT BY IT SOLELY IN ANY SUCH COURT. EACH BORROWER IRREVOCABLY WAIVES
ALL CLAIMS, OBJECTIONS AND DEFENSES THAT IT MAY HAVE REGARDING SUCH COURT’S PERSONAL OR SUBJECT MATTER JURISDICTION, VENUE OR INCONVENIENT FORUM. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN
SECTION 14.3.1. Nothing herein shall limit the right of Agent or any Lender to bring proceedings against any Obligor in any other court, nor limit the right of any party to serve process in any other manner permitted by Applicable Law. Nothing
in this Agreement shall be deemed to preclude enforcement by Agent of any judgment or order obtained in any forum or jurisdiction. 

14.15 Waivers by Borrowers. To the fullest extent permitted by Applicable Law, each Borrower waives (a) the right to
trial by jury (which Agent, Issuing Bank and each Lender hereby also waives) in any proceeding or dispute of any kind relating in any way to any Loan Documents, Obligations or Collateral; (b) presentment, demand, protest, notice of presentment,
default, non-payment, maturity, release, compromise, settlement, extension or renewal of any commercial paper, accounts, documents, instruments, chattel paper and guaranties at any time held by Agent on which a Borrower may in any way be liable, and
hereby ratifies anything Agent may do in this regard; (c) notice prior to taking possession or control of any Collateral; (d) any bond or security that might be required by a court prior to allowing Agent to exercise any rights or
remedies; (e) the benefit of all valuation, appraisement and exemption laws; (f) any claim against Agent, Issuing Bank or any Secured Party, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages
(as opposed to direct or actual damages) in any way relating to any Enforcement Action, Obligations, Loan Documents or transactions relating thereto; and (g) notice of acceptance hereof. Each party hereto acknowledges that the foregoing
waivers are a material inducement to each other party hereto entering into this Agreement and that each party hereto is relying upon the foregoing in their dealings with each other party hereto. Each party hereto has reviewed the foregoing waivers
with its legal counsel and has knowingly and voluntarily waived its jury trial and other rights following consultation with legal counsel. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court. 

  
 -94- 








 14.16 Patriot Act Notice. Agent and Lenders hereby notify Borrowers that pursuant
to the requirements of the Patriot Act, Agent and Lenders are required to obtain, verify and record information that identifies each Borrower, including its legal name, address, tax ID number and other information that will allow Agent and Lenders
to identify it in accordance with the Patriot Act. Agent and Lenders will also require information regarding each personal guarantor, if any, and may require information regarding Borrowers’ management and owners, such as legal name, address,
social security number and date of birth. 
  

	SECTION 15.	AMENDMENT AND RESTATEMENT 

 15.1 Amendment and Restatement; No Novation. On
the Closing Date, the Existing Loan and Security Agreement shall be amended and restated in its entirety by this Agreement and (i) all references to the Existing Loan and Security Agreement in any Loan Document other than this Agreement
(including in any amendment, waiver or consent) shall be deemed to refer to the Existing Loan and Security Agreement as amended and restated hereby, (ii) all references to any section (or subsection) of the Existing Loan and Security Agreement
in any Loan Document (but not herein) shall be amended to be, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, all references to this Agreement herein (including
for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Loan and Security Agreement as amended and restated hereby. This Agreement is not intended to constitute, and does not constitute, a novation
of the obligations and liabilities under the Existing Loan and Security Agreement (including the Obligations) or to evidence payment of all or any portion of such obligations and liabilities. 

15.2 Effect on Existing Loan and Security Agreement and on the Obligations. On and after the Closing Date, (i) the Existing
Loan and Security Agreement shall be of no further force and effect except as amended and restated hereby and except to evidence (A) the incurrence by any Obligor of the “Obligations” under and as defined therein (whether or not such
“Obligations” are contingent as of the Closing Date), (B) the representations and warranties made by any Credit Party prior to the Closing Date and (C) any action or omission performed or required to be performed pursuant to the
Existing Loan and Security Agreement prior to the Closing Date (including any failure, prior to the Closing Date, to comply with the covenants contained in such Existing Loan and Security Agreement) and (ii) the terms and conditions of this
Agreement and the Secured Parties’ rights and remedies under the Loan Documents, shall apply to all Obligations incurred under the Existing Loan and Security Agreement, the Notes issued thereunder and the Existing Letters of Credit. 

  
 -95- 








 15.3 No Implied Waivers. Except as expressly provided in any Loan Document, this
Agreement (x) shall not cure any breach of the Existing Loan and Security Agreement or any “Default” or “Event of Default” thereunder existing prior to the date hereof and (y) is limited as written and is not a consent
to any other modification of any term or condition of any Loan Document, each of which shall remain in full force and effect. 
 15.4
Reaffirmation of Liens and Loan Documents. Each Obligor reaffirms the Liens granted pursuant to the Existing Loan and Security Agreement and the Security Documents to Agent, on behalf of itself and Secured Parties, which Liens shall
continue in full force and effect during the term of this Agreement and any renewals or extensions thereof and shall continue to secure the Obligations and the Security Documents, including the Liens created thereunder and under the Existing Loan
and Security Agreement, and all other Loan Documents executed in connection with the Existing Loan and Security Agreement that are not superseded by corresponding Loan Documents executed and delivered in connection with this Agreement, shall remain
in full force and effect with respect to the Obligations and are hereby reaffirmed and ratified. 
 15.5 Loans Under the Existing Loan
and Security Agreement. Each of the Borrowers acknowledges and agrees that as of the Closing Date 
 (i) the outstanding principal
amount of Revolver Loans under (and as defined in) the Existing Loan and Security Agreement and Term Loans under (and as defined in) the Existing Loan and Security Agreement equals $232,828,654.29 (the “Existing Principal
Obligations”), all of which are continued as Revolver Loans hereunder such that: 
 (A) effective as of the Closing
Date, the Existing Principal Obligations in an amount up to the Tranche B Maximum Amount are hereby converted into Tranche B Revolver Loans outstanding hereunder (the “Converted Tranche B Revolver Loans”), without constituting a
novation, and are allocated to each Tranche B Revolver Lender with a Tranche B Revolver Commitment such that after giving effect to such allocation, the amount of Tranche B Revolver Loans held by each Tranche B Revolver Lender is equal to such
Tranche B Revolver Lender’s Pro Rata share of the Converted Tranche B Revolver Loans; and 
 (B) effective as of the
Closing Date, to the extent the Existing Principal Obligations exceed the Tranche B Maximum Amount, the Existing Principal Obligations in the amount of such excess are hereby converted into Tranche A Revolver Loans outstanding hereunder (the
“Converted Tranche A Revolver Loans”), without constituting a novation, and shall be allocated to each Tranche A Revolver Lender with a Tranche A Revolver Commitment such that after giving effect to such allocation, the amount of
Tranche A Revolver Loans held by each Tranche A Revolver Lender is equal to such Tranche A Revolver Lender’s Pro Rata share of the Converted Tranche A Revolver Loans. 

(iii) Existing Letters of Credit are outstanding under (and as defined in) the Existing Loan and Security Agreement having an aggregate stated
amount of $5,588,849.99 and are continued as Letters of Credit hereunder; and 
 (iv) upon the payment of all accrued and unpaid interest as
of the Closing Date on all outstanding LIBOR Loans under (and as defined in) the Existing Loan and Security Agreement, all such Loans shall be deemed Base Rate Loans as of the Closing Date. 

  
 -96- 








 On the Closing Date, each Lender that has a Tranche A Revolver Commitment shall make payments to, or receive
payments from, the Agent and Agent shall reallocate such amounts among Tranche A Revolver Lenders such that each such Lender shall have funded its Pro Rata share of the Tranche A Revolver Loan on the Closing Date, and each Lender that has a Tranche
B Revolver Commitment shall make payments to, or receive payments from, the Agent and Agent shall reallocate such amounts among Tranche B Revolver Lenders such that each such Lender shall have funded its Pro Rata share of the Tranche B Revolver Loan
on the Closing Date. 
 [Remainder of page intentionally left blank; signatures begin on following page] 

  
 -97- 








 IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the date set
forth above. 
  

					
	BORROWERS:
	
	OLYMPIC STEEL, INC.
		
	By:	 	 /s/ Richard A. Manson

	Title:	 	 Assistant Secretary and Treasurer

	Address:	 	22901 Millcreek Boulevard
		 	Suite 650
		 	Highland Hills, Ohio 44122
		 	Attn:	 	Chief Financial Officer
		 	Telecopy:	 	(216) 292-3974
	
	OLYMPIC STEEL LAFAYETTE, INC.
		
	By:	 	 /s/ Richard A. Manson

	Title:	 	 Secretary

	Address:	 	22901 Millcreek Boulevard
		 	Suite 650
		 	Highland Hills, Ohio 44122
		 	Attn:	 	Chief Financial Officer
		 	Telecopy:	 	(216) 292-3974
	
	OLYMPIC STEEL MINNEAPOLIS, INC.
		
	By:	 	 /s/ Richard A. Manson

	Title:	 	 Secretary

	Address:	 	22901 Millcreek Boulevard
		 	Suite 650
		 	Highland Hills, Ohio 44122
		 	Attn:	 	Chief Financial Officer
		 	Telecopy:	 	(216) 292-3974









 IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the date set
forth above. 
  

					
	BORROWERS:
	
	OLYMPIC STEEL IOWA, INC.
		
	By:	 	 /s/ Richard A. Manson

	Title:	 	 Secretary

	Address:	 	22901 Millcreek Boulevard
		 	Suite 650
		 	Highland Hills, Ohio 44122
		 	Attn:	 	Chief Financial Officer
		 	Telecopy:	 	(216) 292-3974
	
	OLY STEEL WELDING, INC.
		
	By:	 	 /s/ Richard A. Manson

	Title:	 	 Secretary

	Address:	 	22901 Millcreek Boulevard
		 	Suite 650
		 	Highland Hills, Ohio 44122
		 	Attn:	 	Chief Financial Officer
		 	Telecopy:	 	(216) 292-3974









 IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the date set
forth above. 
  

					
	BORROWERS:
	
	OLY STEEL NC, INC.
		
	By:	 	 /s/ Richard A. Manson

	Title:	 	 Secretary

	Address:	 	22901 Millcreek Boulevard
		 	Suite 650
		 	Highland Hills, Ohio 44122
		 	Attn:	 	Chief Financial Officer
		 	Telecopy:	 	(216) 292-3974
	
	TINSLEY GROUP-PS&W, INC.
		
	By:	 	 /s/ Richard A. Manson

	Title:	 	 Secretary

	Address:	 	22901 Millcreek Boulevard
		 	Suite 650
		 	Highland Hills, Ohio 44122
		 	Attn:	 	Chief Financial Officer
		 	Telecopy:	 	(216) 292-3974
	
	IS ACQUISITION, INC.
		
	By:	 	 /s/ Richard A. Manson

	Title:	 	 Secretary

	Address:	 	22901 Millcreek Boulevard
		 	Suite 650
		 	Highland Hills, Ohio 44122
		 	Attn:	 	Chief Financial Officer
		 	Telecopy:	 	(216) 292-3974
	
	CHICAGO TUBE AND IRON COMPANY
		
	By:	 	 /s/ Richard A. Manson

	Title:	 	 Assistant Secretary

	Address:	 	22901 Millcreek Boulevard
		 	Suite 650
		 	Highland Hills, Ohio 44122
		 	Attn:	 	Chief Financial Officer
		 	Telecopy:	 	(216) 292-3974









 IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the date set
forth above. 
  

					
	AGENT AND LENDERS:
	
	 BANK OF AMERICA, N.A.,

as Agent and Lender

		
	By:	 	 /s/ Thomas H. Herron

	Title:	 	 Senior Vice President

	Address:	 	135 S. LaSalle Street, 4th Floor
		 	Mailcode: IL4-135-04-25
		 	Chicago, IL 60603
		 	Attn:	 	Business Capital / Portfolio Manager
		 	Telecopy:	 	(312) 904-0291









 IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the date set
forth above. 
  

			
	LENDERS:
	
	 CAPITAL ONE BUSINESS CREDIT CORP.,

as Lender

		
	By:	 	 /s/ Edward Behnen

	Title:	 	 Vice President

	Address:	 	 90 Park Ave, Sixth Floor
 New York, NY
10016

		
		 	Attn: Edward Behnen
		 	Telecopy: (212) 834-1747









 IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the date set
forth above. 
  

			
	LENDERS:
	
	 COMERICA BANK,
 as
Lender

		
	By:	 	 /s/ Andrew Roy

	Title:	 	 Vice President

	Address:	 	 411 W. Lafayette
 Detroit, MI
48226

		
		 	Attn:
		 	Telecopy:









 IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the date set
forth above. 
  

			
	LENDERS:
	
	 THE HUNTINGTON NATIONAL BANK,
 as
Lender

		
	By:	 	 /s/ Tracy Salyers

	Title:	 	 Vice President

	Address:	 	 125 S. Wacker Dr., Suite 2840
 Chicago, IL
60625










 IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the date set
forth above. 
  

			
	LENDERS:
	
	 JPMORGAN CHASE BANK, N.A.,
 as
Lender

		
	By:	 	 /s/ Timothy W. Kenealy

	Title:	 	 Authorized Signer

	Address:	 	 1300 East Ninth Street, FL13
 Cleveland, Ohio
44114

		
		 	Attn: Chase Business Credit
		 	Telecopy: 216-781-2071









 IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the date set
forth above. 
  

			
	LENDERS:
	
	 KEYBANK NATIONAL ASSOCIATION,
 as
Lender

		
	By:	 	 /s/ Paul H. Steiger

	Title:	 	 Vice President

	Address:	 	127 Public Square, Cleveland, Ohio 44114









 IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the date set
forth above. 
  

					
	LENDERS:	 	
	
	 U.S. BANK NATIONAL ASSOCIATION,
 as
Lender

		
	By:	 	 /s/ Matthew Kasper

	Title:	 	 Vice - President

	Address:	 	 209 S. LaSalle Street, Suite 300

Chicago, IL 60614

			
		 	Attn:	 	Matthew Kasper


 
					
		 	Telecopy:	 	312-325-8905









 IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the date set
forth above. 
  

					
	LENDERS:
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Lender
		
	By:	 	 /s/ James A. Wilson

	Title:	 	 Duly Authorized Signatory

	Address:	 	 301 S. College St
 Charlotte, NC
28202

			
		 	Attn:	 	Relationship Manager - Olympic


 
					
		 	Telecopy:	 	704-715-0016









 EXHIBIT A-1 

to 
 Loan and Security
Agreement 
 TRANCHE A REVOLVER NOTE 
  

					
	[Date]	  	$                    	  	[Chicago, Illinois]

 OLYMPIC STEEL, INC., an Ohio corporation (“Olympic Steel”), OLYMPIC STEEL
LAFAYETTE, INC., an Ohio corporation (“Olympic Lafayette”), OLYMPIC STEEL MINNEAPOLIS, INC., a Minnesota corporation (“Olympic Minneapolis”), OLYMPIC STEEL IOWA, INC., an Iowa
corporation (“Olympic Iowa”), OLY STEEL WELDING, INC., a Michigan corporation (“Oly Welding”), OLY STEEL NC, INC., a Delaware corporation (“Oly NC”), TINSLEY
GROUP-PS&W, INC., a North Carolina corporation (“Tinsley Group”), IS ACQUISITION, INC., an Ohio corporation (“IS Acquisition”), and CHICAGO TUBE AND IRON COMPANY, a Delaware corporation
(“Chicago Tube and Iron”) (Olympic Steel, Olympic Lafayette, Olympic Minneapolis, Olympic Iowa, Oly Welding, Oly NC, Tinsley Group, IS Acquisition and Chicago Tube and Iron, collectively, “Borrowers”), for value
received, hereby unconditionally promise to pay, on a joint and several basis, to                      (“Tranche A Revolver
Lender”), the principal sum of                      DOLLARS ($        ), or such lesser or greater
amount as may be advanced by Tranche A Revolver Lender as Tranche A Revolver Loans and owing as LC Obligations from time to time under the Loan Agreement described below, together with all accrued and unpaid interest thereon. Terms are used herein
as defined in the Second Amended and Restated Loan and Security Agreement dated as of June 30, 2014, among Borrowers, Bank of America, N.A., as Agent, Lender, and certain other financial institutions, as such agreement may be amended, modified,
renewed or extended from time to time (the “Loan Agreement”). 
 Principal of and interest on this Note from time to time outstanding shall
be due and payable as provided in the Loan Agreement. This Note is issued pursuant to and evidences Tranche A Revolver Loans and LC Obligations under the Loan Agreement, to which reference is made for a statement of the rights and obligations of
Tranche A Revolver Lender and the duties and obligations of Borrowers. The Loan Agreement contains provisions for acceleration of the maturity of this Note upon the happening of certain stated events, and for the borrowing, prepayment and
reborrowing of amounts upon specified terms and conditions. 
 The holder of this Note is hereby authorized by Borrowers to record on a
schedule annexed to this Note (or on a supplemental schedule) the amounts owing with respect to Tranche A Revolver Loans and LC Obligations, and the payment thereof. Failure to make any notation, however, shall not affect the rights of the holder of
this Note or any obligations of Borrowers hereunder or under any other Loan Documents. 
 Time is of the essence of this Note. Each Borrower
and all endorsers, sureties and guarantors of this Note hereby severally waive demand, presentment for payment, protest, notice of protest, notice of intention to accelerate the maturity of this Note, diligence in collecting, the bringing of any
suit against any party, and any notice of or defense on account of any extensions, renewals, partial payments, or changes in any manner of or in this Note or in any of its terms, provisions and covenants, or any releases or substitutions of any
security, or any delay, indulgence or other act of any trustee or any holder hereof, whether before or after maturity. Borrowers jointly and severally agree to pay, and to save the holder of this Note harmless against, any liability for the payment
of all costs and expenses (including without limitation reasonable attorneys’ fees) if this Note is collected by or through an attorney-at-law. 







 In no contingency or event whatsoever shall the amount paid or agreed to be paid to the holder of
this Note for the use, forbearance or detention of money advanced hereunder exceed the highest lawful rate permitted under Applicable Law. If any such excess amount is inadvertently paid by Borrowers or inadvertently received by the holder of this
Note, such excess shall be returned to Borrowers or credited as a payment of principal, in accordance with the Loan Agreement. It is the intent hereof that Borrowers not pay or contract to pay, and that holder of this Note not receive or contract to
receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by Borrowers under Applicable Law. 

This Note shall be governed by the laws of the State of Illinois, without giving effect to any conflict of law principles (but giving effect
to federal laws relating to national banks). 
 IN WITNESS WHEREOF, this Tranche A Revolver Note is executed as of the date set forth
above. 
  

			
	OLYMPIC STEEL, INC.
		
	By:	 	  

	Title:	 	  

	
	OLYMPIC STEEL LAFAYETTE, INC.
		
	By:	 	  

	Title:	 	  

	
	OLYMPIC STEEL MINNEAPOLIS, INC.
		
	By:	 	  

	Title:	 	  

	
	OLYMPIC STEEL IOWA, INC.
		
	By:	 	  

	Title:	 	  

	
	OLY STEEL WELDING, INC.
		
	By:	 	  

	Title:	 	  

	
	OLY STEEL NC, INC.
		
	By:	 	  

	Title:	 	  










 
							
	TINSLEY GROUP-PS&W, INC.
		
	By:	 	  

	Title:	 	  

	
	IS ACQUISITION, INC.
		
	By:	 	  

	Title:	 	  

	
	CHICAGO TUBE AND IRON COMPANY
		
	By:	 	  

	Title:	 	  

	Address:	 	22901 Millcreek Boulevard
		 	Suite 650
		 	Highland Hills, Ohio 44122
		 	Attn:	 	Chief Financial Officer
		 	Telecopy:	 	(216) 292-3974









 EXHIBIT A-2 

to 
 Loan and Security
Agreement 
 TRANCHE B REVOLVER NOTE 
  

					
	[Date]	  	$                    	  	[Chicago, Illinois]

 OLYMPIC STEEL, INC., an Ohio corporation (“Olympic Steel”), OLYMPIC STEEL
LAFAYETTE, INC., an Ohio corporation (“Olympic Lafayette”), OLYMPIC STEEL MINNEAPOLIS, INC., a Minnesota corporation (“Olympic Minneapolis”), OLYMPIC STEEL IOWA, INC., an Iowa
corporation (“Olympic Iowa”), OLY STEEL WELDING, INC., a Michigan corporation (“Oly Welding”), OLY STEEL NC, INC., a Delaware corporation (“Oly NC”), TINSLEY
GROUP-PS&W, INC., a North Carolina corporation (“Tinsley Group”), IS ACQUISITION, INC., an Ohio corporation (“IS Acquisition”), and CHICAGO TUBE AND IRON COMPANY, a Delaware corporation
(“Chicago Tube and Iron”) (Olympic Steel, Olympic Lafayette, Olympic Minneapolis, Olympic Iowa, Oly Welding, Oly NC, Tinsley Group, IS Acquisition and Chicago Tube and Iron, collectively, “Borrowers”), for value
received, hereby unconditionally promise to pay, on a joint and several basis, to                      (“Tranche B Revolver
Lender”), the principal sum of                      DOLLARS ($        ), or such lesser amount as
may be advanced by Tranche B Revolver Lender as Tranche B Revolver Loans from time to time under the Loan Agreement described below, together with all accrued and unpaid interest thereon. Terms are used herein as defined in the Second Amended and
Restated Loan and Security Agreement dated as of June 30, 2014, among Borrowers, Bank of America, N.A., as Agent, Lender, and certain other financial institutions, as such agreement may be amended, modified, renewed or extended from time to
time (the “Loan Agreement”). 
 Principal of and interest on this Note from time to time outstanding shall be due and payable as provided
in the Loan Agreement. This Note is issued pursuant to and evidences Tranche B Revolver Loans under the Loan Agreement, to which reference is made for a statement of the rights and obligations of Tranche B Revolver Lender and the duties and
obligations of Borrowers. The Loan Agreement contains provisions for acceleration of the maturity of this Note upon the happening of certain stated events, and for the borrowing, prepayment and reborrowing of amounts upon specified terms and
conditions. 
 The holder of this Note is hereby authorized by Borrowers to record on a schedule annexed to this Note (or on a supplemental
schedule) the amounts owing with respect to Tranche B Revolver Loans, and the payment thereof. Failure to make any notation, however, shall not affect the rights of the holder of this Note or any obligations of Borrowers hereunder or under any other
Loan Documents. 
 Time is of the essence of this Note. Each Borrower and all endorsers, sureties and guarantors of this Note hereby
severally waive demand, presentment for payment, protest, notice of protest, notice of intention to accelerate the maturity of this Note, diligence in collecting, the bringing of any suit against any party, and any notice of or defense on account of
any extensions, renewals, partial payments, or changes in any manner of or in this Note or in any of its terms, provisions and covenants, or any releases or substitutions of any security, or any delay, indulgence or other act of any trustee or any
holder hereof, whether before or after maturity. Borrowers jointly and severally agree to pay, and to save the holder of this Note harmless against, any liability for the payment of all costs and expenses (including without limitation reasonable
attorneys’ fees) if this Note is collected by or through an attorney-at-law. 







 In no contingency or event whatsoever shall the amount paid or agreed to be paid to the holder of
this Note for the use, forbearance or detention of money advanced hereunder exceed the highest lawful rate permitted under Applicable Law. If any such excess amount is inadvertently paid by Borrowers or inadvertently received by the holder of this
Note, such excess shall be returned to Borrowers or credited as a payment of principal, in accordance with the Loan Agreement. It is the intent hereof that Borrowers not pay or contract to pay, and that holder of this Note not receive or contract to
receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by Borrowers under Applicable Law. 

This Note shall be governed by the laws of the State of Illinois, without giving effect to any conflict of law principles (but giving effect
to federal laws relating to national banks). 
 IN WITNESS WHEREOF, this Tranche B Revolver Note is executed as of the date set forth
above. 
  

			
	OLYMPIC STEEL, INC.
		
	By:	 	  

	Title:	 	  

	
	OLYMPIC STEEL LAFAYETTE, INC.
		
	By:	 	  

	Title:	 	  

	
	OLYMPIC STEEL MINNEAPOLIS, INC.
		
	By:	 	  

	Title:	 	  

	
	OLYMPIC STEEL IOWA, INC.
		
	By:	 	  

	Title:	 	  

	
	OLY STEEL WELDING, INC.
		
	By:	 	  

	Title:	 	  

	
	OLY STEEL NC, INC.
		
	By:	 	  

	Title:	 	  










 
					
	TINSLEY GROUP-PS&W, INC.
		
	By:	 	  

	Title:	 	  

	
	IS ACQUISITION, INC.
		
	By:	 	  

	Title:	 	  

	
	CHICAGO TUBE AND IRON COMPANY
		
	By:	 	  

	Title:	 	  

	Address:	 	22901 Millcreek Boulevard
		 	Suite 650
		 	Highland Hills, Ohio 44122
		 	Attn:	 	Chief Financial Officer
		 	Telecopy:	 	(216) 292-3974









 EXHIBIT B 

to 
 Second Amended and
Restated Loan and Security Agreement 
 JOINDER AGREEMENT 

THIS JOINDER AGREEMENT, dated as of [                 ,
20    ] (this “Joinder Agreement”), by and among [NEW LENDERS] (each a “New Lender” and collectively the “New Lenders”), OLYMPIC STEEL, INC., an Ohio corporation
(“Olympic Steel”), OLYMPIC STEEL LAFAYETTE, INC., an Ohio corporation (“Olympic Lafayette”), OLYMPIC STEEL MINNEAPOLIS, INC., a Minnesota corporation (“Olympic
Minneapolis”), OLYMPIC STEEL IOWA, INC., an Iowa corporation (“Olympic Iowa”), OLY STEEL WELDING, INC., a Michigan corporation (“Oly Welding”), OLY STEEL NC, INC.,
a Delaware corporation (“Oly NC”), TINSLEY GROUP-PS&W, INC., a North Carolina corporation (“Tinsley Group”), IS ACQUISITION, INC., an Ohio corporation (“IS
Acquisition”), CHICAGO TUBE AND IRON COMPANY, a Delaware corporation (“Chicago Tube and Iron”) (Olympic Steel, Olympic Lafayette, Olympic Minneapolis, Olympic Iowa, Oly Welding, Oly NC, Tinsley Group, IS Acquisition
and Chicago Tube and Iron, collectively, “Borrowers”), and BANK OF AMERICA, N.A., a national banking association, as agent for the Lenders (together with its successors and assigns, “Agent”). 

RECITALS: 

WHEREAS, reference is hereby made to the Second Amended and Restated Loan and Security Agreement, dated as of
[            ], 2014 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement’’; the terms defined therein and
not otherwise defined herein being used herein as therein defined), by and among the Lenders party thereto from time to time, Borrowers and Agent; and 

WHEREAS, subject to the terms and conditions of the Loan Agreement, Borrowers may increase the existing Tranche A Revolver Commitments
by entering into one or more Joinder Agreements with the New Tranche A Revolver Lenders. 
 NOW, THEREFORE, in consideration of the
premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows: 
 Each New Tranche A Revolver
Lender party hereto hereby agrees to commit to provide its respective Tranche A Revolver Commitment as set forth on Schedule A annexed hereto (with respect to such New Lender, its “New Tranche A Revolver Commitment” and
collectively, the “New Revolver Commitments”, on [            , 201    ] (the “Increased Amount Date”), on the terms and subject
to the conditions set forth below: 
 Each New Tranche A Revolver Lender (i) confirms that it has received copies of the Loan Agreement
and such other Loan Documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Joinder Agreement; (ii) agrees that it will, independently and without reliance upon Agent or any other
Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Agreement; (iii) appoints and authorizes Agent to take such
action as agent on its behalf and to exercise such powers under the Loan Agreement as are delegated to Agent by the terms thereof, together with such powers as are incidental thereto; and (iv) agrees that it will perform in accordance with
their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. 







 Each New Tranche A Revolver Lender hereby agrees to make its New Tranche A Revolver Commitment on
the following terms and conditions: 
  

	1.	[insert any agreed upon terms to the extent consistent with Section 2.1.7 of the Credit Agreement]. 


 

	2.	[New Lenders. Each New Tranche A Revolver Lender acknowledges and agrees that upon its execution of this Joinder Agreement that such New Tranche A Revolver Lender shall become a “Lender” under, and for
all purposes of, the Loan Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder.]1 

  

	3.	Loan Agreement Governs. Except as set forth in this Joinder Agreement, New Tranche A Revolver Commitments shall otherwise be subject to the provisions of the Loan Agreement and the other Loan Documents.


  

	4.	Borrower’s Certifications. By its execution of this Joinder Agreement, each Borrower hereby certifies that: 

  

	 	i.	The representations and warranties of each Obligor in the Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof to
the same extent as though made on and as of the date hereof (except for representations and warranties that expressly relate to an earlier date) 

  

	 	ii.	No Default or Event of Default exists on the Increased Amount Date before or after giving effect to the New Tranche A Revolver Commitments; and 


 

	 	iii.	Each Borrower has satisfied all conditions which Section 2.1.7 of the Loan Agreement provides shall be performed or satisfied by it on or before the Increased Amount Date. 


 

	 	iv.	Set forth on Attachment A are pro forma financial statements and a pro forma Compliance Certificate, dated as of the Increased Amount Date, in form and substance satisfactory to Agent. 


 

	5.	Borrower Covenants. By its execution of this Joinder Agreement, Borrowers hereby covenants that on the Increased Amount Date: 


 

	 	i.	Borrowers shall make any payments required pursuant to Section 3.9 of the Loan Agreement in connection with the New Tranche A Revolver Commitments and the re-allocation of loans contemplated by
Section 2.1.7(b) of the Loan Agreement; and 

  

	 	ii.	Borrower shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by Agent in connection with in connection with this Joinder Agreement. 


 

	1 	Insert bracketed language if the lending institution is not already a Lender. 









	6.	Eligible Assignee. By its execution of this Joinder Agreement, each New Tranche A Revolver Lender represents and warrants that it is an Eligible Assignee. 


 

	7.	Notice. For purposes of the Loan Agreement, the initial notice address of each New Tranche A Revolver Lender shall be as set forth below its signature below. 


 

	8.	Non-US Lenders. For each New Tranche A Revolver Lender, delivered herewith to Agent and Borrower Agent are such forms, certificates or other evidence with respect to United
States federal income tax withholding matters as such New Tranche A Revolver Lender may be required to deliver to Agent and Borrower Agent pursuant to Sections 5.10.1 and 5.10.2 of the Loan Agreement. 


 

	9.	Recordation of the New Revolver Commitments. Upon execution and delivery hereof, Agent will record New Tranche A Revolver Loans made by New Tranche A Revolver Lenders in accordance with the terms of the Loan
Agreement. 

  

	10.	Amendment, Modification and Waiver. This Joinder Agreement may not be amended, modified or waived except by an instrument or instruments in writing signed and delivered on behalf of each of the parties hereto.


  

	11.	Entire Agreement. This Joinder Agreement, the Loan Agreement and the other Loan Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all
other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof. 

  

	12.	GOVERNING LAW. THIS JOINDER AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.


  

	13.	Severability. Any term or provision of this Joinder Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Joinder Agreement or affecting the validity or enforceability of any of the terms or provisions of this Joinder Agreement in any other
jurisdiction. If any provision of this Joinder Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as would be enforceable. 


 

	14.	Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. 


[Remainder of page intentionally left blank] 







 IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to
execute and deliver this Joinder Agreement as of [            ,         ]. 

 

			
	[NAME OF NEW TRANCHE A REVOLVER LENDER]
		
	By:	 	  

	Name:	 	
	Title:	 	


  

			
	Notice Address:	 	
		
	Attention:	 	
	Telephone:	 	
	Facsimile:	 	









 
			
	OLYMPIC STEEL, INC.
		
	By:	 	  

	Name:	 	
	Title:	 	[Authorized Officer]
	
	OLYMPIC STEEL LAFAYETTE, INC.
		
	By:	 	  

	Name:	 	
	Title:	 	[Authorized Officer]
	
	OLYMPIC STEEL MINNEAPOLIS, INC.
		
	By:	 	  

	Name:	 	
	Title:	 	[Authorized Officer]
	
	OLYMPIC STEEL IOWA, INC.
		
	By:	 	  

	Name:	 	
	Title:	 	[Authorized Officer]
	
	OLY STEEL WELDING, INC.
		
	By:	 	  

	Name:	 	
	Title:	 	[Authorized Officer]
	
	OLY STEEL NC, INC.
		
	By:	 	  

	Name:	 	
	Title:	 	[Authorized Officer]
	
	TINSLEY GROUP-PS&W, INC.
		
	By:	 	  

	Name:	 	
	Title:	 	[Authorized Officer]









 
			
	IS ACQUISITION, INC.
		
	By:	 	  

	Name:	 	
	Title:	 	[Authorized Officer]
	
	CHICAGO TUBE AND IRON COMPANY
		
	By:	 	  

	Name:	 	
	Title:	 	[Authorized Officer]









 Consented to by: 
  

			
	BANK OF AMERICA, N.A.,
	as Agent
		
	By:	 	  

	Name:	 	
	Title:	 	








 SCHEDULE A 

TO JOINDER AGREEMENT 
  

											
	 Name of Lender
	  	 Type of Commitment
	  	 	 	  	Amount	 
	 [                    ]
	  	 New Tranche A Revolver Commitment
	  				  	$	            	  
		  		  				  	  
	  
	 
				
		  		  	 	Total:	  	  	$	            	  
		  		  				  	  
	  
	 








 EXHIBIT C 

to 
 Loan and Security
Agreement 
 ASSIGNMENT AND ACCEPTANCE 

Reference is made to the Second Amended and Restated Loan and Security Agreement dated as of June 30, 2014, as amended (the “Loan
Agreement”), among OLYMPIC STEEL, INC., an Ohio corporation (“Olympic Steel”), OLYMPIC STEEL LAFAYETTE, INC., an Ohio corporation (“Olympic Lafayette”), OLYMPIC STEEL
MINNEAPOLIS, INC., a Minnesota corporation (“Olympic Minneapolis”), OLYMPIC STEEL IOWA, INC., an Iowa corporation (“Olympic Iowa”), OLY STEEL WELDING, INC., a Michigan
corporation (“Oly Welding”), OLY STEEL NC, INC., a Delaware corporation (“Oly NC”), TINSLEY GROUP-PS&W, INC., a North Carolina corporation (“Tinsley Group”),
IS ACQUISITION, INC., an Ohio corporation (“IS Acquisition”), and CHICAGO TUBE AND IRON COMPANY, a Delaware corporation (“Chicago Tube and Iron”; and together with Olympic Steel, Olympic Lafayette,
Olympic Minneapolis, Olympic Iowa, Oly Welding, Oly NC, Tinsley Group and IS Acquisition, collectively, “Borrowers”), BANK OF AMERICA, N.A., as agent (“Agent”) for the financial institutions from time to time
party to the Loan Agreement (“Lenders”), and such Lenders. Terms are used herein as defined in the Loan Agreement. 

                       
                  (“Assignor”) and
                                        
(“Assignee”) agree as follows: 
 1. Assignor hereby assigns to Assignee and Assignee hereby purchases and assumes from
Assignor (a) a principal amount of $         of Assignor’s outstanding [Tranche A/Tranche B] Revolver Loans [and $         of Assignor’s
participations in LC Obligations]1, and (b) the amount of $         of Assignor’s [Tranche A/Tranche B] Revolver Commitment (which represents     % of the total
[Tranche A/Tranche B] Revolver Commitments) (the foregoing items being, collectively, the “Assigned Interest”), together with an interest in the Loan Documents corresponding to the Assigned Interest. This Agreement shall be
effective as of the date (“Effective Date”) indicated in the corresponding Assignment Notice delivered to Agent, provided such Assignment Notice is executed by Assignor, Assignee, Agent and Borrower Agent, if applicable. From and
after the Effective Date, Assignee hereby expressly assumes, and undertakes to perform, all of Assignor’s obligations in respect of the Assigned Interest, and all principal, interest, fees and other amounts which would otherwise be payable to
or for Assignor’s account in respect of the Assigned Interest shall be payable to or for Assignee’s account, to the extent such amounts accrue on or after the Effective Date. 

2. Assignor (a) represents that as of the date hereof, prior to giving effect to this assignment, its [Tranche A/Tranche
B] Revolver Commitment is $        , the [aggregate] outstanding balance of its [Tranche A/Tranche B] Revolver Loans [and participations in LC
Obligations]2 is $        ; (b) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan
Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Agreement or any other instrument or document furnished pursuant thereto, other than that Assignor is the legal and beneficial owner of the
interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; and (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrowers or the
performance by Borrowers of their obligations under the Loan Documents. [Assignor is attaching the Note[s] held by it and requests that Agent exchange such Note[s] for new Notes payable to Assignee [and Assignor].] 

 

	1	To be used only if an assignment is of Tranche A Revolver Commitments. 


	2	To be used only if an assignment is of Tranche A Revolver Commitments. 








 3. Assignee (a) represents and warrants that it is legally authorized to enter into this
Assignment and Acceptance; (b) confirms that it has received copies of the Loan Agreement and such other Loan Documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and
Acceptance; (c) agrees that it shall, independently and without reliance upon Assignor and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking
action under the Loan Documents; (d) confirms that it is an Eligible Assignee; (e) appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers under the Loan Agreement as are delegated to Agent by
the terms thereof, together with such powers as are incidental thereto; (f) agrees that it will observe and perform all obligations that are required to be performed by it as a “Lender” under the Loan Documents; and
(g) represents and warrants that the assignment evidenced hereby will not result in a non-exempt “prohibited transaction” under Section 406 of ERISA. 

4. This Agreement shall be governed by the laws of the State of Illinois. If any provision is found to be invalid under Applicable Law, it
shall be ineffective only to the extent of such invalidity and the remaining provisions of this Agreement shall remain in full force and effect. 

5. Each notice or other communication hereunder shall be in writing, shall be sent by messenger, by telecopy or facsimile transmission, or by
first-class mail, shall be deemed given when sent and shall be sent as follows: 
  

					
	(a)	  	If to Assignee, to the following address (or to such other address as Assignee may designate from time to time):
		  	  
	  	
		  	  
	  	
		  	  
	  	
		
	(b)	  	If to Assignor, to the following address (or to such other address as Assignor may designate from time to time):
		  	  
	  	
		  	  
	  	
		  	  
	  	

 Payments hereunder shall be made by wire transfer of immediately available Dollars as follows: 

If to Assignee, to the following account (or to such other account as Assignee may designate from time to time): 

 

					
	  
	  	
	  
	  	
	ABA No.	  	  
	  	
	  
	  	
	Account No.	  	  
	  	
	Reference:	  	  
	  	








 If to Assignor, to the following account (or to such other account as Assignor may designate from
time to time): 
  

					
	  
	  	
	  
	  	
	ABA No.	  	  
	  	
	  
	  	
	Account No.	  	  
	  	
	Reference:	  	  
	  	








 IN WITNESS WHEREOF, this Assignment and Acceptance is executed as of
                    . 
  

			
	  

	(“Assignee”)
		
	By:	 	  

	Title:	 	  

	
	  

	(“Assignor”)
		
	By:	 	  

	Title:	 	  










 EXHIBIT D 

to 
 Loan and Security
Agreement 
 ASSIGNMENT NOTICE 

Reference is made to (1) the Second Amended and Restated Loan and Security Agreement dated as of June 30, 2014, as amended (the
“Loan Agreement”), among OLYMPIC STEEL, INC., an Ohio corporation (“Olympic Steel”), OLYMPIC STEEL LAFAYETTE, INC., an Ohio corporation (“Olympic Lafayette”), OLYMPIC
STEEL MINNEAPOLIS, INC., a Minnesota corporation (“Olympic Minneapolis”), OLYMPIC STEEL IOWA, INC., an Iowa corporation (“Olympic Iowa”), OLY STEEL WELDING, INC., a Michigan
corporation (“Oly Welding”), OLY STEEL NC, INC., a Delaware corporation (“Oly NC”), TINSLEY GROUP-PS&W, INC., a North Carolina corporation (“Tinsley Group”),
IS ACQUISITION, INC., an Ohio corporation (“IS Acquisition”), and CHICAGO TUBE AND IRON COMPANY, a Delaware corporation (“Chicago Tube and Iron”; and together with Olympic Steel, Olympic Lafayette,
Olympic Minneapolis, Olympic Iowa, Oly Welding, Oly NC, Tinsley Group and IS Acquisition, collectively, “Borrowers”), BANK OF AMERICA, N.A., as agent (“Agent”) for the financial institutions from time to time
party to the Loan Agreement (“Lenders”), and such Lenders; and (2) the Assignment and Acceptance dated as of             , 20     (the
“Assignment Agreement”), between                      (“Assignor”) and
                     (“Assignee”). Terms are used herein as defined in the Loan Agreement. 

Assignor hereby notifies Borrowers and Agent of Assignor’s intent to assign to Assignee pursuant to the Assignment Agreement (a) a
principal amount of $         of Assignor’s outstanding [Tranche A/Tranche B] Revolver Loans and [$         of Assignor’s participations in LC
Obligations],3 (b) the amount of $         of Assignor’s [Tranche A/Tranche B] Revolver Commitment (which represents     % of the total [Tranche A/Tranche B]
Revolver Commitments), (the foregoing items being, collectively, the “Assigned Interest”), together with an interest in the Loan Documents corresponding to the Assigned Interest. This Agreement shall be effective as of the date
(“Effective Date”) indicated below, provided this Assignment Notice is executed by Assignor, Assignee, Agent and Borrower Agent, if applicable. Pursuant to the Assignment Agreement, Assignee has expressly assumed all of
Assignor’s obligations under the Loan Agreement to the extent of the Assigned Interest, as of the Effective Date. 
 For purposes of
the Loan Agreement, Agent shall deem Assignor’s [Tranche A/Tranche B] Revolver Commitment to be reduced by $        , and Assignee’s [Tranche A/Tranche B] Revolver Commitment to be
increased by $        . 
 The address of Assignee to which notices and information are to be sent
under the terms of the Loan Agreement is: 
  

					
	  
	  	
	  
	  	
	  
	  	

 The address of Assignee to which payments are to be sent under the terms of the Loan Agreement is shown in the
Assignment and Acceptance. 
  

	3	To be used only if an assignment is of Tranche A Revolver Commitments. 








 This Notice is being delivered to Borrowers and Agent pursuant to Section 13.3 of the
Loan Agreement. Please acknowledge your acceptance of this Notice by executing and returning to Assignee and Assignor a copy of this Notice. 

IN WITNESS WHEREOF, this Assignment Notice is executed as of
                    . 
  

			
	  

	(“Assignee”)
		
	By:	 	  

	Title:	 	  

	
	  

	(“Assignor”)
		
	By:	 	  

	Title:	 	  



  

			
	 ACKNOWLEDGED AND AGREED,
 AS OF THE
DATE SET FORTH ABOVE:

	
	BORROWER AGENT:*
	
	OLYMPIC STEEL, INC.
		
	By:	 	  

	Title:	 	  


  

	*	No signature required if Assignee is a Lender, U.S.-based Affiliate of a Lender or Approved Fund, or if an Event of Default exists. 


 

			
	 BANK OF AMERICA, N.A.,

as Agent

		
	By:	 	  

	Title:	 	  









 EXHIBIT E 

to 
 Second Amended and
Restated Loan and Security Agreement 
 COMPLIANCE CERTIFICATE 

The undersigned, duly appointed and acting Chief Financial Officer of OLYMPIC STEEL, INC., an Ohio corporation (“Olympic
Steel”), a Borrower Agent for itself and OLYMPIC STEEL LAFAYETTE, INC., an Ohio corporation (“Olympic Lafayette”), OLYMPIC STEEL MINNEAPOLIS, INC., a Minnesota corporation (“Olympic
Minneapolis”), OLYMPIC STEEL IOWA, INC., an Iowa corporation (“Olympic Iowa”), OLY STEEL WELDING, INC., a Michigan corporation (“Oly Welding”), OLY STEEL NC, INC.,
a Delaware corporation (“Oly NC”), TINSLEY GROUP-PS&W, INC., a North Carolina corporation (“Tinsley Group”), IS ACQUISITION, INC., an Ohio corporation (“IS
Acquisition”), CHICAGO TUBE AND IRON COMPANY, a Delaware corporation (“Chicago Tube and Iron”) (Olympic Steel, Olympic Lafayette, Olympic Minneapolis, Olympic Iowa, Oly Welding, Oly NC, Tinsley Group, IS Acquisition
and Chicago Tube and Iron, collectively, “Borrowers”), being duly authorized, hereby delivers this Compliance Certificate to the BANK OF AMERICA, N.A., in its capacity as agent (“Agent”) for the financial
institutions from time to time party to the Loan Agreement referenced below (“Lenders”), pursuant to Section 10.1.2(d) of that certain Second Amended and Restated Loan and Security Agreement, dated as of
[            ], 2014, among the Borrowers, the Lenders party thereto, and the Agent, as such agreement may be amended, restated, or otherwise modified from time to time, reference to which
hereby is made (the “Loan Agreement”). Terms defined in the Loan Agreement, wherever used herein, shall have the same meanings as are prescribed by the Loan Agreement. 

1. The Borrower Agent hereby delivers to the Agent [check as applicable]: 

 

	 	 ̈	the consolidated audited Fiscal Year-end financial statements of Borrowers and Subsidiaries and accountant’s certificate required by Section 10.1.2(a) of the Loan Agreement, each dated as of
            , 201    ; 

  

	 	 ̈	the consolidating unaudited Fiscal Quarter-end financial statements of Borrowers and Subsidiaries required by Section 10.1.2(b) of the Loan Agreement, dated as of
            , 201    ; 

  

	 	 ̈	the consolidated unaudited month-end financial statements required by Section 10.1.2(c) of the Loan Agreement, dated as of             ,
201    ; 

 Such financial statements have been prepared in accordance with GAAP applied consistently throughout the
periods reflected therein [(other than for omission of footnotes and subject to year-end audit adjustments)] and fairly present in all material respects the financial position and results of operations of the Borrowers and Subsidiaries at the dates
and for the periods indicated. 
 2. The undersigned hereby certifies to the Agent and the Lenders that (a) the representations and
warranties of each Obligor in the Loan Documents are true and correct in all material respects on and as of the date of this Compliance Certificate as if made on and as of the date hereof (without duplication of any materiality qualifier contained
therein and except for representations and warranties that expressly relate to an earlier date) and (b) except as set forth on Exhibit A hereto, the Obligors are, at the date of this Compliance Certificate, in compliance in all material
respects with all of their respective covenants and agreements in the Loan Agreement and the other Loan Documents. 







 3. The undersigned hereby further certifies to the Agent and the Lenders [check as applicable]:

  

	 	 ̈	No Default or Event of Default exists as of the date hereof. 

  

	 	 ̈	One or more Defaults or Events of Default exist as of the date hereof. Included within Exhibit A attached hereto is a written description specifying each such Default or Event of Default, its nature, when it
occurred, and the steps being taken by the Obligors with respect thereto. Except as so specified, no Default or Event of Default exists as of the date hereof. 


4. Exhibit B attached hereto sets forth the calculations the Fixed Charge Coverage Ratio as of the effective date of the financial
statements referenced in paragraph 1 preceding. 
 5. The undersigned hereby certifies that [no] [Covenant Trigger Period][Reporting
Trigger Period][Sweep Trigger Period] commenced during the period covered by the financial statements referenced in paragraph 1 of this Compliance Certificate. 

Date of execution of this Compliance Certificate:             ,
201    . 
  

			
	BORROWER AGENT:
	
	OLYMPIC STEEL, INC., for itself and as agent for the other Borrowers
		
	By:	 	  

	Name:	 	  

	Title:	 	  










 EXHIBIT F 

to 
 Loan and Security
Agreement 
 CONTINUING LETTERS OF CREDIT 

(attached) 







 



 







 



 







 



 







 



 







 



 







 



 







 



 







 



 







 



 







 



 







 



 







 



 







 



 







 



 







 



 







 



 







 



 







 



 







 



 







 



 







 



 







 



 







 



 







 



 







 



 







 SCHEDULE 1.1 

to 
 Loan and Security
Agreement 
 COMMITMENTS OF LENDERS 
  

					
	 Lender
	  	Tranche A Revolver Commitment	 
		
	 Bank of America, N.A.
	  	$	84,000,000.00	  
	 JPMorgan Chase Bank, N.A.
	  	$	73,500,000.00	  
	 Wells Fargo Bank, National Association
	  	$	58,000,000.00	  
	 KeyBank National Association
	  	$	47,000,000.00	  
	 U.S. Bank National Association
	  	$	29,000,000.00	  
	 The Huntington National Bank
	  	$	19,700,000.00	  
	 Comerica Bank
	  	$	13,800,000.00	  
	 Capital One Business Credit Corp.
	  	$	15,000,000.00	  
	 Total
	  	$	340,000,000.00	  
		  	  
	  
	 
		
	 Lender
	  	Tranche B Revolver Commitment	 
		
	 Bank of America, N.A.
	  	$	10,000,000.00	  
	 JPMorgan Chase Bank, N.A.
	  	$	8,500,000.00	  
	 KeyBank National Association
	  	$	4,000,000.00	  
	 Comerica Bank
	  	$	1,200,000.00	  
	 The Huntington National Bank
	  	$	1,300,000.00	  
	 Total
	  	$	25,000,000.00	  
		  	  
	  
	 








 SCHEDULE 8.5 

to 
 Loan and Security
Agreement 
 DEPOSIT ACCOUNTS 
  

							
	 Depository Bank
	  	 Account Name
	  	 Type of Account
	  	 Account Number

				
	KeyBank National Association	  	NA	  	Depository Account	  	359681226437
	Bank of America, N.A.	  	Connecticut	  	Petty Cash	  	0000-0194-2646
	Bank of America, N.A.	  	Southern	  	Petty Cash	  	334010352417
	F&M Trust - Memorial Square Office	  	Chambersburg	  	Petty Cash	  	0013557
	Wells Fargo Bank, N.A.	  	Chicago	  	Petty Cash	  	4121316137
	Wells Fargo Bank, N.A.	  	Coil	  	Petty Cash	  	1062238
	Wells Fargo Bank, N.A.	  	Iowa	  	Petty Cash	  	3001011514
	Wells Fargo Bank, N.A.	  	Plate	  	Petty Cash	  	6355021182
	Wells Fargo Bank, N.A.	  	St. Paul/Duluth	  	Lockbox	  	410-0152693
	JPMorgan Chase Bank, N.A.	  	Fond du Lac	  	Checking	  	616020178
	JPMorgan Chase Bank, N.A.	  	Indianapolis	  	Checking	  	700021605904
	Wells Fargo Bank, N.A.	  	DesMoines	  	Checking	  	008-4405588
	Blackhawk State Bank	  	Quad Cities	  	Checking	  	204412
	Wachovia Bank	  	Charlotte	  	Checking	  	2000040816317
	JPMorgan Chase Bank, N.A.	  	NA	  	Flexible Spending	  	698522604
	JPMorgan Chase Bank, N.A.	  	NA	  	 Main Operating and

Disbursement
	  	698522596
	Bank of America, N.A.	  	Gary	  	Petty Cash	  	4427686634
	Comerica Bank	  	Detroit	  	Petty Cash	  	1852407947
	KeyBank National Association	  	 Political Action

Committee
	  	Petty Cash	  	359-681-346-359
	Banorte	  	Metales de Olympic	  	MXP	  	0681784440
	Banorte	  	Metales de Olympic	  	USD	  	0672998012








 SCHEDULE 8.6.1 

to 
 Loan and Security
Agreement 
 BUSINESS LOCATIONS 

Chief Executive Office:, 22901 Millcreek Boulevard, Suite 650, Highland Hills, Ohio 44122 

Other Locations: 
  

	
	5080 and 5096 Richmond Road, Bedford Heights, Ohio 44146
	555 Commercial Parkway, Dover, Ohio 44622
	3600, 3625 and 3923 North Military Road, Detroit, Michigan 48210
	1901 Mitchell Blvd., Schaumburg, Illinois 60193
	625 Xenium Lane, Plymouth, Minnesota 55441
	6425 State Street, Bettendorf, Iowa 52722
	One Eastern Steel Road, Milford, Connecticut 06460
	1530 Nitterhouse Drive, Chambersburg, Pennsylvania 17201
	1599 Nitterhouse Drive, Chambersburg, Pennsylvania 17201
	3031 Hamp Stone Road, Siler City, North Carolina 27344
	509 Bankhead Highway and 587 Barrow Park Drive, Winder, Georgia 30680
	5060 Richmond Road, Bedford Heights, Ohio 44146
	One Media Place, 1023 E. Baltimore Pike – Suite 220, Media, Pennsylvania 19063
	31360 Solon Road, Solon, Ohio 44139
	6595 24th Avenue NE, Moses Lake, Washington 98837
	1801 Bedford Rd., Kansas City, Missouri 64116
	One Chicago Tube Drive, Romeoville, Illinois 60446
	2940 Eagandale Boulevard, St. Paul, Minnesota 55121
	1784 Fox Ridge Drive, Fond du Lac, Wisconsin 54937
	8651 Robbins Road, Indianapolis, Indiana 46268
	810 E. 54th Street, Ankeny, Iowa 50021
	1234 Brady Boulevard, Owatonna, Minnesota 55060
	421 Browns Hill Road, Locust, North Carolina 28097
	1220 Port Terminal Drive, Duluth, Minnesota 55802
	The Pascal Business Center, 2500 County Road B W, Suite 100, Roseville, Minnesota 55113
	2665 S. Bayshore Drive, Miami, FL 33133
	3379 Owingsville Road, Mt. Sterling, KY 40353









	
	8119 South Frontage Road West, Quincy, WA 98848
	Ave. Avante Monterrey No. 301-A, Parque Industrial Avante Monterrey, Nuevo Leon, C.P. 66023, Mexico (Warehouse)
	Calz. San Pedro 217, Col. Del Valle, San Pedro Garza Garcia, NL 66220, Mexico (Office)
	1251 North Clark Road, Gary, Indiana 46406
	1040 West 11th Street, Milan, Illinois 61264
	13100 15th Avenue North, Plymouth, Minnesota 55441
	95770 Amelia Concourse, Fernandina Beach, Florida 32034
	161 Devereux Drive, Latrobe, Pennsylvania 15650
	3000 Crane Center Drive, Streetsboro, Ohio 44241
	175 Clarence Drive, Mt. Sterling, Kentucky 40353
	9147 Tyndall Road, Moses Lake, Washington 98837
	6617 24th Avenue NE, Moses Lake, Washington 98837
	6819 22nd Avenue NE, Moses Lake, Washington 98837
	525 S. 4th Street, Philadelphia, Pennsylvania 19106
	7510 Melrose Lane, Oklahoma City, Oklahoma 73127








 The following bailees, warehouseman, similar parties and consignees hold inventory of a Borrower or Subsidiary:

 INVENTORY BY LOCATIONS 
 Olympic Steel, Inc.

 For the month ended May 31, 2014 
  

									
	 Location Name
	  	 Address
	  	Amount of
Inventory ($)	 	  	 Relationship

	 A. Anastasio
	  	 80 Middleton Ave., New Haven, CT 06513
	  	 	—  	  	  	Bailee
				
	 Accurate Metal Sawing
	  	 8989 Tyler Blvd. Mentor, OH 44060
	  	 	54,140.38	  	  	Bailee
				
	 Albany MFG
	  	 35747 County Rd 10, Albany, MN
	  	 	81,991.58	  	  	Bailee
				
	 Alden Metals
	  	 545 Shoreview Park Rd, Shoreview, MN 55126
	  	 	2,554.77	  	  	Bailee
	 All Metals Service
	  	 115 Coastline Rd. Spartanburg, SC 29301
	  	 	—  	  	  	Bailee
				
	 Aluminum Blanking
	  	 360 West Sheffield, Pontiac, MI 48340
	  	 	87,824.76	  	  	Bailee
				
	 American Utility Processing
	  	 1246 Princeton Street, Akron, OH 44301
	  	 	215,595.56	  	  	Bailee
				
	 Amerinox Processing
	  	 2201 Mt. Ephriam Ave., Bldg. 90, Camden, NJ
	  	 	77,005.16	  	  	Bailee
				
	 AMS Metal Slitting
	  	 1710 N. 25th Avenue, Melrose Park, IL
	  	 	128.96	  	  	Bailee
	 Andes Coil Processors, LLC
	  	 202 S. Railroad St., Lewisville, TX 75057
	  	 	—  	  	  	Bailee
				
	 ARKU Coil Systems
	  	 1405 Grooms Rd. Cincinnati, OH 45242
	  	 	17,807.87	  	  	Bailee
				
	 Arlington Metals Processing
	  	 11355 Franklin Ave. Franklin Park, IL 60131
	  	 	56,712.38	  	  	Bailee
	 Artisan Industries
	  	 1760 Miller Parkway Streetsboro, OH 44241
	  	 	4,565.27	  	  	Bailee









									
				
	 Ben’s Structural Fabrication
	  	 475 Progress Rd. Waite Park, MN 56387
	  	 	258.73	  	  	Bailee
				
	 Blastech Mobile
	  	 12400 Highway 43 N, Axis, AL
	  	 	2,699.15	  	  	Bailee
				
	 Blue Water Industries
	  	 3283 Bell Rd. NE Moses Lake, WA 98837
	  	 	416.30	  	  	Bailee
				
	 BTD Manufacturing (Lakeville)
	  	 1111 13th Ave SE, Detroit Lakes, MN
	  	 	3,458.09	  	  	Bailee
	 Busby
	  	 12600 Road “3” NE, Moses Lake, WA 98837
	  	 	—  	  	  	Bailee
	 Capacity Warehouse Distribution
	  	 17065 Hess Ave., Melvindale, MI 48122
	  	 	—  	  	  	Bailee
				
	 Checker Machine Inc
	  	 2701 Nevada Ave. N. New Hope, MN 55427
	  	 	61,521.76	  	  	Bailee
				
	 Chem Processing Inc.
	  	 3910 Linden Oaks Dr. Rockford, IL 61109
	  	 	13.03	  	  	Bailee
				
	 Chicago Metal Fabricators
	  	 3724 S. Rockwell St., Chicago, IL 60632
	  	 	2,731.06	  	  	Bailee
	 Chicago Steel
	  	 700 Chase Street, Gary IN 46404
	  	 	—  	  	  	Bailee
				
	 Cleveland
	  	 5060 Richmond Road, Bedford Heights, OH 44146
	  	 	4,024,555.96	  	  	Landlord
				
	 Clingan Steel
	  	 2525 Arthur Ave. Elk Grove Village, IL 60007
	  	 	10,075.90	  	  	Bailee
				
	 Combined Metals of Chicago LLC
	  	 2401 Grant Ave. Bellwood, IL 60104
	  	 	198,827.93	  	  	Bailee
				
	 Cowan Systems
	  	 5107 North Point Blvd. Sparrows Point, MD 21219
	  	 	76,869.77	  	  	Bailee
				
	 Crittenden Conversion Corp.
	  	 6595 24th Ave NE, Moses Lake, WA 98837
	  	 	25.33	  	  	Bailee
				
	 Dakota Bulk Terminal
	  	 925 Hardman Ave. S. St. Paul, MN 55075
	  	 	1,630,561.44	  	  	Bailee
	 Dynamic Metal Processing
	  	 415A N. Wayside Houston, TX 77020
	  	 	—  	  	  	Consignee
	 Eagle Engineering, Inc.
	  	 2701 1st Street Eldridge, IA 52748
	  	 	26,076.67	  	  	Bailee









									
	 Eaglemaster
	  	 7410 Bush Lake Rd. Minneapolis, MN 55439
	  	 	192.38	  	  	Bailee
	 Empire Stevedoring
	  	 7600 Avenue P 47/48, Houston, TX 77012
	  	 	—  	  	  	Bailee
	 Fabex
	  	 545 Shoreview Park Rd, St. Paul, Mn
	  	 	0.61	  	  	Bailee
				
	 Falls Fabricating
	  	 600 9th Avenue Northwest, Little Falls, MN 56345
	  	 	299.64	  	  	Bailee
				
	 Fanello Industries
	  	 50 E. Main Street, Lavonia, GA 30553
	  	 	65,126.47	  	  	Bailee
				
	 Federal Marine
	  	 775 Erieside Avenue, Cleveland, OH
	  	 	1,372,212.40	  	  	Bailee
				
	 Feralloy Processing
	  	 600 George Nelson Dr, Portage, IN 46368
	  	 	104,474.99	  	  	Bailee
				
	 Ferrous Metal
	  	 11103 Memphis Ave Cleveland OH
	  	 	1,897,925.70	  	  	Bailee
				
	 FerrouSouth - Stock
	  	 38 County Road 370, Luka, MS
	  	 	1,629,647.32	  	  	Bailee
				
	 Finished Goods - JBI
	  	 234 South Holland Dr., Pendergrass, GA 30567
	  	 	1,109.99	  	  	Bailee
				
	 Flame Metals
	  	 12450 Ironwood Circle, Rogers, MN
	  	 	1,691.11	  	  	Bailee
				
	 Fulton County Processing
	  	 7800 State Route 109, Delta, OH 43515
	  	 	371,996.76	  	  	Bailee
				
	 G E Mathis Co
	  	 6100 S. Oak Park Ave, Chicago, IL 60638
	  	 	8,993.40	  	  	Bailee
				
	 Gateway Co.
	  	 109 East Ohio, Joliet, IL 60432
	  	 	6,808.54	  	  	Bailee
				
	 Gett Industries
	  	 7307 - 50th St., Milan, IL 61264
	  	 	1,017.87	  	  	Bailee
				
	 GM - Parma
	  	 8055 Highland Pointe Macedonia, OH 44056
	  	 	29,260.19	  	  	Consignee
	 GM Stainless
	  	 41 ImClone Drive, Branchburg, NJ 08876
	  	 	—  	  	  	Bailee









									
	 Granite City Pickling
	  	 1162 16th St, Granite City, IL
	  	 	2,337,986.09	  	  	Bailee
	 Great Lakes Reloading
	  	 13535 S. Torrence Ave. Building A Chicago, IL 60633
	  	 	—  	  	  	Bailee
	 Greenpoint Metals, Inc.
	  	 301 Shotwell Dr., Franklin, OH
	  	 	—  	  	  	Bailee
	 Gulf Stream Marine
	  	 C/O Greensport Terminal, 13609 Industrial Road, Houston, TX 7015
	  	 	—  	  	  	Bailee
				
	 Harvard Metal/Coil
	  	 5400 Harvard Avenue, Cleveland, OH 44105
	  	 	4,688.06	  	  	Bailee
				
	 Heidtman - Granite City
	  	 10 Northgate Industrial Granite City, IL 62040
	  	 	177,790.55	  	  	Bailee
				
	 Heidtman Steel - Cleveland
	  	 4600 Heidtman Pkwy, Cleveland OH 44105
	  	 	29,894.74	  	  	Bailee
				
	 Heidtman Steel - Erie
	  	 630 Lavoy Rd, Erie, MI48133
	  	 	196,099.19	  	  	Bailee
	 Heidtman Steel
	  	 2121 Gray’s Road, Baltimore, MD 21222
	  	 	—  	  	  	Bailee
				
	 Hendrick Mfg,
	  	 1 Seventh Ave Carbondate, PA
	  	 	191,638.82	  	  	Consignee
				
	 Hendrick Mfg,
	  	 7th avenue and Clydco Dr., Carbondale, PA
	  	 	266,291.03	  	  	Consignee
				
	 Hendrick Mfg,
	  	 Hegen Metal Products, 2555 Decade Ct, Elgin, IL
	  	 	14,082.92	  	  	Consignee
				
	 Hickey Materials
	  	 873 Georgetown Rd., Salem, OH
	  	 	99,864.41	  	  	Bailee
				
	 Horizontal Mach & Mfg Inc.
	  	 640 Arizona Ave NW Huron, SD 57350
	  	 	487,889.67	  	  	Bailee
				
	 Ideal Steel
	  	 423 York Street Springfield, OH 45505
	  	 	1,498,925.36	  	  	Bailee
				
	 Ideal Steel (Seneca) - Consignment
	  	 120 Halpers Road, Seneca SC
	  	 	321,010.18	  	  	Bailee
				
	 In Process - JBI
	  	 234 South Holland Dr., Pendergrass, GA 30567
	  	 	2,441.43	  	  	Bailee
	 Indiana Pickling
	  	 6650 Nautical Dr, Portage, IN
	  	 	651,130.95	  	  	Bailee









									
				
	 Industrial Steel Processing
	  	 86 N Bridge St. Gary, IN 46404
	  	 	65,716.18	  	  	Bailee
				
	 Ini Machining
	  	 17128 Route 2 & 92, East Moline, IL 61244
	  	 	2,670.42	  	  	Bailee
				
	 Integrated Logistics
	  	 14110 Transportation Ave, Laredo, TX
	  	 	347,368.98	  	  	Bailee
				
	 International Metals Processing
	  	 3131 N Franklin Rd. Indianapolis, IN 46226
	  	 	292,049.53	  	  	Bailee
				
	 Iron Master SA de CV
	  	 1150 Garcia Garza Guadalupe, NL 67119
	  	 	97,869.29	  	  	Bailee
				
	 J & E Precision Machining
	  	 4500 Valley Industrial Blvd. Shakopee, MN 55379
	  	 	2,902.65	  	  	Bailee
				
	 J&J Metal Processing
	  	 950 Greenleaf Elk Grove Village, IL 60007
	  	 	2,371,114.65	  	  	Bailee
	 JBI
	  	 234 South Holland Dr., Pendergrass, GA 30567
	  	 	—  	  	  	Bailee
	 JDM Steel
	  	 330 E. Joe Orr Rd, Building C, Chicago Heights, IL 60411
	  	 	—  	  	  	Bailee
				
	 Kalamazoo Steel Processing
	  	 306 Peekstok Rd. Kalamazoo, MI 49001
	  	 	428,843.10	  	  	Bailee
				
	 Kenwall Steel - Dearborn
	  	 8223 West Warren, Dearborn, MI 48126
	  	 	92,073.79	  	  	Bailee
				
	 Kirk and Blum Mfg. Co.
	  	 1450 S 115th St. Louisville, KY 40210
	  	 	109.07	  	  	Bailee
				
	 Kottler Metal Processing
	  	 1595 Lost National Rd. Willoughby, OH 44095
	  	 	26,820.00	  	  	Bailee
				
	 KVF Quad Corp.
	  	 809 13th St, East Moline, IL 61244
	  	 	5,251.27	  	  	Bailee
				
	 Laserfab Inc
	  	 26 Lebanon Valley Parkway, Lebanon, PA
	  	 	2,512.18	  	  	Bailee
				
	 Leveltek
	  	 3236 N. State Road 39 Loporte, IN 46350
	  	 	103,282.21	  	  	Bailee
	 Leveltek - Benwood, WV
	  	 748 McMechen St. Benwood, WV 26031
	  	 	329,122.39	  	  	Bailee









									
				
	 Leveltek Processing
	  	 3236 N State Road 39, La Porte, IN 46350
	  	 	4,066.67	  	  	Bailee
				
	 Logistec - New London
	  	 200 State Pier Rd, New London, CT
	  	 	2,274,904.58	  	  	Bailee
				
	 Logistec USA Inc.
	  	 100 Waterfront St., New haven, CT
	  	 	1,776,725.63	  	  	Bailee
				
	 Lopezadri Forwarding
	  	 4519 Modern Lane, Laredo, TX 78041
	  	 	232,433.79	  	  	Bailee
				
	 Lorin Industries
	  	 1960 Roberts St. Muskegon, MI 49443
	  	 	64,046.74	  	  	Bailee
	 Lumber Transport
	  	 2500 Louisville Road, Savannah, GA 31415
	  	 	—  	  	  	Bailee
				
	 Main Steel
	  	 761 Bedford Street NW, Atlanta, GA
	  	 	1,043,986.81	  	  	Bailee
	 Main Steel - Bartlett
	  	 802 E. Devon Ave., Bartlett, IL 60103
	  	 	—  	  	  	Bailee
				
	 Main Steel - Elk Grove, IL
	  	 2200 East Pratt Blvd, Elk Grove Village, IL 60007
	  	 	13,227.84	  	  	Bailee
				
	 Main Steel Arlington (TSA)
	  	 2810 Randol Mill Rd, Arlington, TX
	  	 	285,759.50	  	  	Bailee
	 Main Steel Atlanta
	  	 761 Bedford Street NW, Atlanta, GA
	  	 	—  	  	  	Bailee
				
	 Main Steel Harmony
	  	 6 Whitney Drive, Harmony, PA
	  	 	25,250.43	  	  	Bailee
	 Main Steel - Union
	  	 1061 Lousons Rd., Union, NJ 07083
	  	 	—  	  	  	Bailee
	 Main Steel - Wheeling
	  	 571 South Wheeling Road, Wheeling, IL 60090
	  	 	—  	  	  	Bailee
	 Main Steel - Youngstown
	  	 3805 B Henricks Road Youngstown, OH 44515
	  	 	—  	  	  	Bailee
				
	 Maryland Metals
	  	 4425 North Point Blvd., Baltimore, MD 21222
	  	 	1,990,212.81	  	  	Bailee
				
	 Maryland Metals
	  	 4425A North Point Blvd. Sparrows Point, MD 21219
	  	 	134,616.71	  	  	Bailee
	 Material Works
	  	 101 S. Main Street, Red Bud, IL 62278
	  	 	—  	  	  	Bailee
				
	 Mcever Metals
	  	 4265 Mcever Industrial Dr. Acworth, GA 30101
	  	 	33,955.60	  	  	Bailee









									
				
	 McKay’s Plating Co.
	  	 407 5th St., Hampton, IL 61256
	  	 	1,049.37	  	  	Bailee
				
	 Melrose Metalworks, Inc.
	  	 313 N 8th Ave W, PO Box 157, Melrose, MN 56352
	  	 	59,036.48	  	  	Bailee
				
	 Metal Processing Corporation
	  	 201 Mississippi St. Gary, IN 46402
	  	 	524,926.42	  	  	Bailee
	 Metal Processors
	  	 200 S. Flankenburg RD, Tampa, FL 33619
	  	 	—  	  	  	Bailee
				
	 Metales De Olympic
	  	 Ave. Avante Monterrey No. 301-A, Garcia, NL 66023
	  	 	2,193,553.06	  	  	Landlord
	 Metrolina
	  	 2601 Westinghouse Blvd. Charlotte, NC 28273
	  	 	—  	  	  	Bailee
				
	 Middletown Metal
	  	 1145 Mayde Rd, Berea, KY
	  	 	59,613.25	  	  	Bailee
				
	 Midwestern Industries Inc.
	  	 915 Oberlin Rd. SW Massilon, OH 44647
	  	 	20,875.27	  	  	Bailee
				
	 Millennium Steel Service
	  	 300 E 350 St. Princeton, IN 47670
	  	 	274,518.20	  	  	Bailee
				
	 Miller Machine
	  	 18171 Territorial Rd, Osseo, MN 55369
	  	 	5,952.32	  	  	Bailee
				
	 Miller Welding & Iron Works
	  	 118 Muller Rd, Washington, IL
	  	 	10,238.79	  	  	Bailee
				
	 Millerbend Systems
	  	 330 6th St, Winstead, Mn
	  	 	9,324.77	  	  	Bailee
	 Mississippi Steel Processors
	  	 400 North Steel Rd, Columbus, MS 39701
	  	 	—  	  	  	Bailee
				
	 Modern Machine & Tool Co.
	  	 4126 Hickory Grove Rd, Davenport, IA 52806
	  	 	2,265.02	  	  	Bailee
	 Nacme
	  	 429 W. 127th St, Chicago, IL 60628
	  	 	—  	  	  	Bailee
	 National Galvanizing
	  	 1500 Telb Rd., Monroe, MI 48162
	  	 	—  	  	  	Bailee
				
	 National Processing - Plant 2
	  	 4506 W. Cline Ave. P.O Box 29 East Chicago IN, 46312
	  	 	313,238.26	  	  	Bailee
				
	 National Processing - Plant 3
	  	 4502 Cline Ave. East Chicago, IN 46312
	  	 	181,489.46	  	  	Bailee
	 Nico Products
	  	 2929 First Ave S, Minneapolis, MN
	  	 	151.42	  	  	Bailee









									
	 North American Stainless
	  	 289 Mifflin Drive, Wrightsville, PA 17368
	  	 	—  	  	  	Bailee
	 North American Stainless
	  	 83 Bonnie Valentine Way Pendergrass, GA 30567
	  	 	—  	  	  	Bailee
				
	 North American Stevedoring
	  	 9301 S. Kreiter Ave. Chicago, IL 60617
	  	 	32,950.93	  	  	Bailee
				
	 Northern Metal Fab
	  	 510 Vandeberg St. Baldwin, WI 54002
	  	 	16,299.48	  	  	Bailee
				
	 Northwoods Machine
	  	 25127 134th St NW, Zimmerman, MN 55398
	  	 	7,168.54	  	  	Bailee
	 NuPro Steel
	  	 3560 Nucor Rd., Crawfordsville, IN 47933
	  	 	—  	  	  	Bailee
				
	 Ohio - Kentucky Steel Corp
	  	 2001 Commerce Center Dr. Franklin, OH 45005
	  	 	43,829.49	  	  	Bailee
				
	 Ohio Gratings
	  	 5299 Southway Street SW, Canton, Oh 44706
	  	 	83,042.96	  	  	Consignee
				
	 Ohio Kentucky Steel Corp
	  	 2001 Commerce Center Dr. Franklin, OH 45005
	  	 	85,678.94	  	  	Bailee
				
	 Ohio Pickling & Processing
	  	 1149 Campbell St., Toledo, OH 43607
	  	 	1,176.83	  	  	Bailee
				
	 Olympic - Plate (Chassis)
	  	 6819 22nd Ave. NE Moses Lake, WA 98837
	  	 	342,798.73	  	  	Landlord
				
	 Olympic - Roseville
	  	 550 W County Road B Roseville, MN 55113
	  	 	5,001,783.36	  	  	Landlord
				
	 Olympic Steel - Kansas City
	  	 1801 Bedford Avenue, Kansas City, MO
	  	 	2,533,534.79	  	  	Landlord
				
	 Olympic Steel - Moses Lake
	  	 6595 24th Street NE, Moses Lake, WA 98837
	  	 	2,470,216.84	  	  	Landlord
				
	 Olympic Steel - Oklahoma City
	  	 7510 Melrose Lane Oklahoma City, OK 73127
	  	 	155,967.37	  	  	Landlord
				
	 Olympic Steel - Quincy
	  	 8119 South Frontage Rd, Quincy, WA
	  	 	692,478.78	  	  	Landlord
	 Panther Precision Machine
	  	 6640 Sunwood Dr, Ramsey, MN 55303
	  	 	—  	  	  	Bailee
	 Phoenix Metals
	  	 4685 Buford Hwy. Norcross, GA 30071
	  	 	30,543.18	  	  	Bailee









									
				
	 Pinnacle Steel
	  	 7900 St. Route 109 Delta, OH 43515
	  	 	42,274.81	  	  	Bailee
				
	 Plymouth Tube Company
	  	 4555 W. Armitage Chicago, IL 60639
	  	 	28,790.60	  	  	Bailee
				
	 Power Soak
	  	 4650 54th St. Pryor, OK 74361
	  	 	131,173.99	  	  	Bailee
				
	 Precision Slitting
	  	 28975 Smith Rd. Romulus, MI 48174
	  	 	263,556.92	  	  	Bailee
				
	 Precision Strip
	  	 315 Park Avenue Tipp City, OH 45371
	  	 	55,252.96	  	  	Bailee
				
	 Precision Strip - Bowling Green
	  	 446 N. Hardison Road, Woodburn, KY42170
	  	 	1,010,849.75	  	  	Bailee
				
	 Precision Strip - Middletown
	  	 4400 Oxford State Road, Middletown, OH45044
	  	 	1,627.46	  	  	Bailee
				
	 Precision Strip - Minster
	  	 86 South Ohio Street Minster, OH45865
	  	 	348,767.98	  	  	Bailee
	 Precoat Metals - Portage
	  	 6300 US 12 Route 249, Portage, IN 46368
	  	 	—  	  	  	Bailee
				
	 Procesos Especializadoes en Metal
	  	 1572 PTE. Isaac Garza Monterrey, NL 64000
	  	 	38,809.80	  	  	Bailee
	 Pro-Fabricators
	  	 12745 Smithsburg Pike, Smithsburg, MD
	  	 	—  	  	  	Bailee
				
	 Promet Processing
	  	 951 Frontenac Rd. Naperville, IL 60563
	  	 	4,863.43	  	  	Bailee
				
	 R Warehousing & Port Services
	  	 8500 Clinton Dr. Gate 1 Houston, TX 77029
	  	 	272,594.27	  	  	Bailee
				
	 Range MFG
	  	 212 West Main, Crosby, MN
	  	 	1,556.26	  	  	Bailee
	 Rigidized Metals
	  	 658 Ohio Street, Buffalo, NY 14203
	  	 	—  	  	  	Bailee
				
	 RSDC of Michigan
	  	 1775 Holloway Dr. Holt, MI
	  	 	55,541.17	  	  	Bailee
	 Samuel & Sons
	  	 1900 Grassland Parkway Alpharetta, GA
	  	 	—  	  	  	Bailee
	 Samuel Steel Pickling
	  	 1400 Enterprise Pkwy, Twinsburg, OH
	  	 	165,946.55	  	  	Bailee









									
				
	 Samuel Steel Pickling
	  	 4589 Johnstown Pkwy Cleveland OH
	  	 	3,981,783.34	  	  	Bailee
				
	 Sawing & Shearing
	  	 13500 S Western Ave Blue Island IL, 60406
	  	 	17,136.89	  	  	Bailee
				
	 Schebler Company
	  	 Hwy 67 & Fenno Rd, Bettendorf, IA
	  	 	5,274.82	  	  	Bailee
				
	 Seaboard Marine - Houston
	  	 16203 Pensula Blvd, Houston,TX 77015
	  	 	29,320.18	  	  	Bailee
				
	 Select Steel
	  	 1825 Hunter Ave. Niles, OH 44446
	  	 	86,853.30	  	  	Bailee
				
	 Shelby Steel
	  	 P. O. Box 18051, 40 Haltiner Street, River Rouge, MI 48218
	  	 	12,656.51	  	  	Bailee
				
	 Shiloh - Medina Blanking
	  	 5580 Wegman Dr. Valley City, OH 44280
	  	 	13,221.45	  	  	Bailee
				
	 SIP of Delaware
	  	 2204 Chestnut, Gadson, AL 36904
	  	 	26,342.22	  	  	Bailee
				
	 SMF Inc.
	  	 1550 Industrial Park Minonk, IL 61760
	  	 	30,287.97	  	  	Bailee
				
	 Southern - Direct Ship
	  	 Direct Ship
	  	 	6,352.26	  	  	Bailee
				
	 Southern Alum. Finishing Co.
	  	 1581 Huber St. Atlanta, GA 30318
	  	 	45,475.82	  	  	Bailee
				
	 Specialty Metals
	  	 837 Seasons Rd. Stow, OH 44224
	  	 	132,842.56	  	  	Bailee
				
	 Specialty Metals Supply
	  	 925 Wholesale Row, Jackson, MS
	  	 	21,716.90	  	  	Bailee
				
	 Spectrum Metals
	  	 1900 Stout Drive Warminster, PA 18974
	  	 	240.80	  	  	Bailee
				
	 Stainless Steel Services
	  	 4330 Sepviva Street Philadelphia, PA 19124
	  	 	70,369.68	  	  	Bailee
				
	 Steel Service Plus
	  	 6515 Juniata Avenue, Cleveland, OH 44103
	  	 	83,593.88	  	  	Bailee









									
				
	 Steel Shearing
	  	 1228 Marquette St. Cleveland OH
	  	 	3,398.81	  	  	Bailee
				
	 Steel Technolgies - Ghent KY
	  	 3985 US Highway 42 W Ghent, KY 41045
	  	 	42,555.06	  	  	Bailee
				
	 Steel Technologies - Crawfordsville
	  	 4537 South Nucor Rd. Crawfordsville, IN 47933
	  	 	59,348.60	  	  	Bailee
				
	 Steel Warehouse - South Bend
	  	 2722 W Tucker Drive South Bend, IN 46624
	  	 	33,469.33	  	  	Bailee
				
	 Steel Warehouse of Chattanooga
	  	 600 River Terminal, Chattanooga, TN
	  	 	78,702.83	  	  	Bailee
				
	 Stock - JBI
	  	 234 South Holland Dr., Pendergrass, GA30567
	  	 	1,608.87	  	  	Bailee
	 Storage and Processors, Inc
	  	 8500 Clinton Dr. Houston, TX 77029
	  	 	—  	  	  	Bailee
	 Structural Coatings
	  	 8029 US Bus Highway West, Clayton, NC
	  	 	—  	  	  	Bailee
				
	 Struthers Metal
	  	 2800 Intertech Dr Youngstown, OH 44509
	  	 	164,817.14	  	  	Bailee
				
	 Tandem Metals
	  	 1149 Central Avenue University Park, IL 60484
	  	 	133,111.38	  	  	Bailee
				
	 The Gateway
	  	 109 Ohio Street Joliet, IL 60435
	  	 	57,334.06	  	  	Bailee
				
	 The George Evans Corp.
	  	 121 37th St. Moline, IL 61265
	  	 	28.51	  	  	Bailee
				
	 The Material Works
	  	 10351 Riverview Lane Redbud, IL 62278
	  	 	3,598.68	  	  	Bailee
				
	 The Steel House
	  	 6022 Industrial Pkwy Houston, TX 77011
	  	 	14,698.95	  	  	Bailee
				
	 Tower - Meridian
	  	 6305 St. Louis Street Merdian, MS 39301
	  	 	21,124.30	  	  	Consignee
				
	 Tower Automotive - Bardstown
	  	 850 Withrow Court Bardstown, KY 40004
	  	 	35,610.61	  	  	Consignee
				
	 Trai-Cor
	  	 4809 Tod Ave, East Chicago, IN 46321
	  	 	20,690.00	  	  	Bailee









									
				
	 TSA Processing
	  	 2810 Randol Mill Rd, Arlington, TX 76011
	  	 	108,996.10	  	  	Bailee
				
	 TSA Processing
	  	 520 Thomas Dr. Bensenville, IL 60106
	  	 	1,274,604.75	  	  	Bailee
				
	 Unified Brands
	  	 1055 Mendell Davis Drive, Jackson, MS 39272
	  	 	197,393.66	  	  	Consignee
				
	 Unified Brands
	  	 525 S. Coldwater Rd, Weidman, MI 48893
	  	 	562,877.06	  	  	Consignee
				
	 Uniserv
	  	 4500 Parkway Rd, Brookfield, OH 44403
	  	 	369,183.26	  	  	Bailee
				
	 United Steel Service
	  	 4500 Parkway Rd, Brookfield, OH 44403
	  	 	165,357.43	  	  	Bailee
	 Vision Pickling & Processing
	  	 9341 State Route 23, Waterman, IL 60556
	  	 	—  	  	  	Bailee
				
	 Voss Clark - In Process
	  	 701 Loop Rd, Jeffersonville, IN 47130
	  	 	166,011.84	  	  	Bailee
				
	 Voss Taylor
	  	 7925 Beech Daly, Taylor, MI 48180
	  	 	838,690.90	  	  	Bailee
				
	 Walcott Collission
	  	 116 W Bryant ST, Walcott, IA 52773
	  	 	37.63	  	  	Bailee
				
	 Wayne Industries
	  	 36253 Michigan Avenue, Wayne, MI
	  	 	1,114,607.27	  	  	Bailee
				
	 Werk Brau
	  	 2800 Fostoria Rd Findlay, OH
	  	 	143,064.00	  	  	Consignee
	 Worthington Steel - Porter
	  	 100 Worthington Dr, Porter, IN
	  	 	—  	  	  	Bailee
				
	 Youngstown Pipe (New Bldg)
	  	 45 Montgomery Ave. Youngstown, OH 44503
	  	 	73,186.61	  	  	Consignee








 SCHEDULE 9.1.4 

to 
 Loan and Security
Agreement 
 NAMES AND CAPITAL STRUCTURE 
  

	1.	The corporate names and jurisdictions of organization of each Borrower and Subsidiary, and authorized and issued Equity Interests of each Borrower (other than Olympic Steel) and Subsidiary are as follows:


  

							
	 Name
	  	 Jurisdiction
	  	 Number and Class of

Authorized Shares
	  	 Number and Class of

Issued Share and

Record Owner

				
	Olympic Steel, Inc.	  	Ohio	  	 20,000,000 common shares no par value
  

5,000,000 preferred shares
	  	10,980,091 common shares as of June 30, 2014
				
	Olympic Steel Lafayette, Inc.	  	Ohio	  	 850 shares common stock,
 no par value
	  	100 shares (owned by Olympic Steel, Inc.)
				
	Olympic Steel Minneapolis, Inc.	  	Minnesota	  	100 shares common stock, no par value	  	100 shares (owned by Olympic Steel, Inc.)
				
	Olympic Steel Iowa, Inc.	  	Iowa	  	100 shares common stock, no par value	  	100 shares (owned by Olympic Steel Minneapolis, Inc.)
				
	Oly Steel Welding, Inc.	  	Michigan	  	60,000 shares common stock, no par value	  	100 shares (owned by Olympic Steel, Inc.)
				
	Olympic Steel Receivables L.L.C.	  	Delaware	  	NA	  	 99% membership interests issued to Olympic Steel, Inc.
  

1% membership interest issued to Olympic Steel Receivables, Inc.

				
	Oly Steel NC, Inc.	  	Delaware	  	100 shares common stock, no par value	  	100 shares (owned by Olympic Steel, Inc.)
				
	Tinsley Group-PS&W, Inc.	  	North Carolina	  	100,000 shares common stock, no par value	  	5,000 shares (owned by Oly Steel NC, Inc.)
				
	IS Acquisition, Inc.	  	Ohio	  	100 shares common stock, $.01 par value	  	100 shares (owned by Olympic Steel, Inc.)
				
	Olyac, Inc.	  	Delaware	  	100 shares common stock, $.01 par value	  	100 shares (owned by Olympic Steel, Inc.)









							
	 Name
	  	 Jurisdiction
	  	 Number and Class of

Authorized Shares
	  	 Number and Class of

Issued Share and

Record Owner

				
	 Olympic Steel Receivables, Inc.
	  	Delaware	  	850 shares common stock, $.01 par value	  	100 shares (owned by Olympic Steel, Inc.)
				
	Olympic Steel Trading, Inc.	  	Ohio	  	850 shares common stock, no par value	  	100 shares (owned by Olympic Steel, Inc.)
				
	G.S.P., LLC	  	Michigan	  	NA	  	100% membership interest issued to Oly Steel Welding, Inc.
				
	Chicago Tube and Iron Company	  	Delaware	  	300,000 shares of common stock, $.01 par value	  	100 shares (owned by Olympic Steel, Inc.)
				
	Metales de Olympic, S. de R.L. de C.V.	  	Mexico	  	100 shares common stock, $.01 par value	  	 99 shares (owned by Olympic Steel Trading, Inc.)
  

1 share (owned by Olyac, Inc.)


  

	2.	All agreements binding on holders of Equity Interests of Borrowers (other than Olympic Steel, Inc.) and Subsidiaries with respect to such interests are as follows: 


None. 
  

	3.	In the five years preceding the Closing Date, no Borrower or Subsidiary has acquired any substantial assets from any other Person nor been the surviving entity in a merger or combination, except: 


Integrity Stainless - Jan 2010 
 Chicago Tube and Iron Company
– June 2011 







 SCHEDULE 9.1.11 

to 
 Loan and Security
Agreement 
 PATENTS, TRADEMARKS, COPYRIGHTS AND LICENSES 

 

	1.	Borrowers’ and Subsidiaries’ federally registered patents: 

  

									
	 Patent
	  	 Owner
	  	 Status in Patent

Office
	  	 Federal

Registration No.
	  	 Registration Date

					
	 None.
	  		  		  		  	

  

	2.	Borrowers’ and Subsidiaries’ federally registered trademarks: 

  

									
	 Trademark
	  	 Owner
	  	 Status in

Trademark Office
	  	 Federal

Registration No.
	  	 Registration Date

					
	OLY-FLATBRITE	  	Olympic Steel, Inc.	  	Registered	  	2994499	  	09/13/05

  

	3.	Borrowers’ and Subsidiaries’ federally registered copyrights: 

  

							
	 Copyright
	  	 Claimant
	  	 Copyright Number
	  	 Registration Date

				
	 Contra Program
	  	Olympic Steel, Inc.	  	TXu110424	  	04/16/82

  

	4.	Borrowers’ and Subsidiaries’ licenses (other than routine business licenses, authorizing them to transact business in local jurisdictions): 


 

							
	 Licensor
	  	 Description of License
	  	 Term of License
	  	 Royalties Payable

				
	 None.
	  		  		  	








 SCHEDULE 9.1.14 

to 
 Loan and Security
Agreement 
 ENVIRONMENTAL MATTERS 

None. 







 SCHEDULE 9.1.15 

to 
 Loan and Security
Agreement 
 RESTRICTIVE AGREEMENTS 

None. 







 SCHEDULE 9.1.16 

to 
 Loan and Security
Agreement 
 LITIGATION 
  

	1.	Proceedings and investigations pending against Borrowers or Subsidiaries: 

 None. 

 

	2.	Threatened proceedings or investigations of which any Borrower or Subsidiary is aware: 

 None. 

 

	3.	Pending Commercial Tort Claim of any Obligor: 

 None. 







 SCHEDULE 9.1.18 

to 
 Loan and Security
Agreement 
 PENSION PLAN DISCLOSURES 

None. 







 SCHEDULE 9.1.20 

to 
 Loan and Security
Agreement 
 LABOR CONTRACTS 
  

					
	 Parties
	  	 Type of Agreement
	  	 Term of Agreement

			
	MN Coil (Int’l Brotherhood of Teamsters, Chauffeurs, Warehousemen & Helpers of America)	  	Union contract	  	September 30, 2015
			
	MN Plate (Int’l Brotherhood of Teamsters, Chauffeurs, Warehousemen & Helpers of America)	  	Union contract	  	March 31, 2017
			
	Detroit (Int’l Union of Operating Engineers)	  	Union contract	  	August 31, 2017
			
	Charlotte (International Brotherhood of Boilermakers, Iron Ship Builders, Blacksmiths, Forgers and Helper Local No. 31)	  	Union contract	  	March 4, 2015
			
	Arrowhead (General Drivers Local Union No. 346)	  	Union contract	  	December 21, 2014
			
	Indianapolis (Chauffeurs, Teamsters, Warehousemen and Helpers Union Local No. 135)	  	Union contract	  	January 29, 2016
			
	Quad Cities (Teamsters Local Union No. 371)	  	Union contract	  	August 12, 2018
			
	St. Paul (Warehouse Employees Union Local 120)	  	Union contract	  	May 25, 2018
			
	Chicago (Pipe Fitters’ Association Local 597 Shopmen’s Division)	  	Union contract	  	May 31, 2015
			
	Kansas City	  	Union contract	  	November 18, 2018








 SCHEDULE 10.2.2 

to 
 Loan and Security
Agreement 
 EXISTING LIENS 
  

											
	 Debtor
	  	 State
	  	 Jurisdiction
	  	 Secured Party
	  	 UCC Filing No./Filing Date
	  	 Collateral

						
	 Olympic Steel, Inc.
 Olympic Steel Lafayette,
Inc.
 Olympic Steel Minneapolis, Inc.
 Chicago Tube and Iron
Company
 Oly Steel NC, Inc.
 IS Acquisition, Inc.

Tinsley Group-PS&W, Inc.
 Olympic Steel Trading, Inc.

Olympic Steel Iowa, Inc.
	  	DE	  	State	  	The Huntington National Bank	  	 UCC: 2012 3738095
 File Date: 09/27/12
	  	Equipment
						
	 Olympic Steel, Inc.
 Olympic Steel Lafayette,
Inc.
 Olympic Steel Minneapolis, Inc.
 Chicago Tube and Iron
Company
 Oly Steel NC, Inc.
 IS Acquisition, Inc.

Tinsley Group-PS&W, Inc.
 Olympic Steel Trading, Inc.

Olympic Steel Iowa, Inc.
	  	DE	  	State	  	The Huntington National Bank	  	 UCC: 2012 4485746
 File Date: 11/20/12
	  	Equipment
						
	Olympic Steel Iowa, Inc.	  	IA	  	State	  	Wells Fargo Bank, N.A.	  	 UCC: X10000874-0
 File Date: 01/08/10
	  	Equipment









											
						
	Olympic Steel Iowa, Inc.	  	IA	  	State	  	Wells Fargo Bank, N.A.	  	 UCC: X12004870-4
 File Date: 02/08/12
	  	Equipment
						
	Olympic Steel Iowa, Inc.	  	IA	  	State	  	Wells Fargo Bank, N.A.	  	 UCC: X12005803-6
 File Date: 02/17/12
	  	Equipment
						
	Olympic Steel Iowa, Inc.	  	IA	  	State	  	Wells Fargo Bank, N.A.	  	 UCC: X2020489-9
 File Date: 07/06/12
	  	Equipment
						
	 Chicago Tube and Iron Company
 IS Acquisition,
Inc.
 Oly Steel NC, Inc.
 Olympic Steel Iowa, Inc.

Olympic Steel Lafayette, Inc.
 Olympic Steel Minneapolis, Inc.

Olympic Steel Trading, Inc
 Olympic Steel, Inc.

Tinsley Group- PS&W, Inc.
	  	IA	  	State	  	The Huntington National Bank	  	 UCC: X12029864-5
 File Date: 09/27/12
	  	Equipment
						
	 Chicago Tube and Iron Company
 IS Acquisition,
Inc.
 Oly Steel NC, Inc.
 Olympic Steel Iowa, Inc.

Olympic Steel Lafayette, Inc.
 Olympic Steel Minneapolis, Inc.

Olympic Steel Trading, Inc
 Olympic Steel, Inc.

Tinsley Group- PS&W, Inc.
	  	IA	  	State	  	The Huntington National Bank	  	 UCC: X12036862-8
 File Date: 11/20/12
	  	Equipment









											
						
	 Olympic Steel, Inc.
 Olympic Steel Lafayette,
Inc.
 Olympic Steel Minneapolis, Inc.
 Chicago Tube and Iron
Company
 Oly Steel NC, Inc.
 IS Acquisition, Inc.

Tinsley Group-PS&W, Inc.
 Olympic Steel Trading, Inc.

Olympic Steel Iowa, Inc.
	  	OH	  	State	  	The Huntington National Bank	  	 UCC: OH00161552003
 File Date:
09/27/2012
	  	Equipment
						
	 Olympic Steel, Inc.
 Olympic Steel Lafayette,
Inc.
 Olympic Steel Minneapolis, Inc.
 Chicago Tube and Iron
Company
 Oly Steel NC, Inc.
 IS Acquisition, Inc.

Tinsley Group-PS&W, Inc.
 Olympic Steel Trading, Inc.

Olympic Steel Iowa, Inc.
	  	OH	  	State	  	The Huntington National Bank	  	 UCC: OH00162823463
 File Date:
11/20/2012
	  	Equipment
						
	Olympic Steel Minneapolis, Inc.	  	MN	  	State	  	Genie Industries, Inc.	  	 UCC: 200916492845
 File Date: 06/19/09
	  	Steel Plates
						
	Olympic Steel Minneapolis, Inc.	  	MN	  	State	  	Steel Technologies Inc.	  	 UCC: 200917354768
 File Date: 09/11/09
	  	All steel coils
						
	 Olympic Steel Minneapolis, Inc.
 Olympic Steel
Inc.
	  	MN	  	State	  	 Coilplus-Pennsylvania, Inc.
 Coilplus, Inc.

Coilplus-North Carolina, Inc.
	  	 UCC: 201019255215
 File Date: 02/24/10
	  	Secured Parties shall ship to Debtors carbon steel products to be stored or processed









											
						
	 Olympic Steel, Inc.
 Olympic Steel Lafayette,
Inc.
 Olympic Steel Minneapolis, Inc.
 Chicago Tube and Iron
Company
 Oly Steel NC, Inc.
 IS Acquisition, Inc.

Tinsley Group-PS&W, Inc.
 Olympic Steel Trading, Inc.

Olympic Steel Iowa, Inc.
	  	MN	  	State	  	The Huntington National Bank	  	 UCC: 201229737850
 File Date:
09/28/2012
	  	Equipment
						
	Olympic Steel Minneapolis, Inc.	  	MN	  	State	  	Wells Fargo Bank, N.A.	  	 UCC: 201229960439
 File Date: 10/19/12
	  	Equipment
						
	Olympic Steel Minneapolis, Inc.	  	MN	  	State	  	Wells Fargo Bank, N.A.	  	 UCC: 201230695432
 File Date: 12/28/12
	  	Equipment
						
	Olympic Steel Minneapolis, Inc.	  	MN	  	State	  	Wells Fargo Bank, N.A.	  	 UCC: 201230695456
 File Date: 12/28/12
	  	Equipment
						
	Olympic Steel Minneapolis, Inc.	  	MN	  	State	  	Wells Fargo Bank, N.A.	  	 UCC: 201334633920
 File Date: 11/22/13
	  	Equipment
						
	Olympic Steel Minneapolis, Inc.	  	MN	  	State	  	Wells Fargo Bank, N.A.	  	 UCC: 201334698838
 File Date: 12/02/13
	  	Equipment









											
						
	 Olympic Steel, Inc.
 Olympic Steel Lafayette,
Inc.
 Olympic Steel Minneapolis, Inc.
 Chicago Tube and Iron
Company
 Oly Steel NC, Inc.
 IS Acquisition, Inc.

Tinsley Group-PS&W, Inc.
 Olympic Steel Trading, Inc.

Olympic Steel Iowa, Inc.
	  	OH	  	State	  	The Huntington National Bank	  	 UCC: OH00161552003
 File Date:
09/27/2012
	  	Equipment
						
	 Olympic Steel, Inc.
 Olympic Steel Lafayette,
Inc.
 Olympic Steel Minneapolis, Inc.
 Chicago Tube and Iron
Company
 Oly Steel NC, Inc.
 IS Acquisition, Inc.

Tinsley Group-PS&W, Inc.
 Olympic Steel Trading, Inc.

Olympic Steel Iowa, Inc.
	  	OH	  	State	  	The Huntington National Bank	  	 UCC: OH00162823463
 File Date:
11/20/2012
	  	Equipment
						
	Tinsley Group-PS&W, Inc.	  	NC	  	State	  	General Electric Capital Corporation	  	 UCC: 20060017280H
 File Date: 2/20/06

 
 Continuation: 20110004731M

File Date: 1/19/11
	  	Equipment









											
						
	 Olympic Steel, Inc.
 Olympic Steel Lafayette,
Inc.
 Olympic Steel Minneapolis, Inc.
 Chicago Tube and Iron
Company
 Oly Steel NC, Inc.
 IS Acquisition, Inc.

Tinsley Group-PS&W, Inc.
 Olympic Steel Trading, Inc.

Olympic Steel Iowa, Inc.
	  	NC	  	State	  	The Huntington National Bank	  	 UCC: 201200907991
 File Date: 09/27/12
	  	Equipment
						
	 Olympic Steel, Inc.
 Olympic Steel Lafayette,
Inc.
 Olympic Steel Minneapolis, Inc.
 Chicago Tube and Iron
Company
 Oly Steel NC, Inc.
 IS Acquisition, Inc.

Tinsley Group-PS&W, Inc.
 Olympic Steel Trading, Inc.

Olympic Steel Iowa, Inc.
	  	NC	  	State	  	The Huntington National Bank	  	 UCC: 20120107737A
 File Date: 11/20/12
	  	Equipment
						
	Tinsley Group-PS&W, Inc.	  	NC	  	State	  	Caterpillar Inc.	  	 UCC: 20110027555K
 File Date: 04/01/11
	  	To evidence Caterpillar Inc’s ownership of tolling used to make manufacture parts and products for Caterpillar









											
						
	Olympic Steel, Inc.	  	OH	  	State	  	Key Equipment Finance Inc.	  	 UCC: OH00078771227
 File Date: 06/24/2004

 
 Continuation: 20090820344

File Date: 03/23/2009
  

Continuation: 20140840227
 File Date: 03/25/14
	  	Equipment
						
	Olympic Steel, Inc.	  	OH	  	State	  	Key Equipment Finance Inc.	  	 UCC: OH00094686478
 File Date: 10/26/05

 
 Continuation: 201002300286

File Date: 08/18/10
	  	Equipment
						
	Olympic Steel, Inc.	  	OH	  	State	  	BANC OF AMERICA LEASING & CAPITAL, LLC	  	 UCC: OH00104254840
 File Date: 07/10/2006

 
 Continuation: 20111300376

File Date: 05/10/2011
	  	Equipment
						
	Olympic Steel, Inc.	  	OH	  	State	  	Key Equipment Finance Inc.	  	 UCC: OH00106062380
 File Date: 08/31/2006

 
 Continuation: 20111510482

File Date: 05/31/2011
	  	Equipment
						
	Olympic Steel, Inc.	  	OH	  	State	  	Key Equipment Finance Inc.	  	 UCC: OH00119585656
 File Date: 09/28/2007

 
 Continuation: 20121720244

File Date: 06/20/2012
	  	Equipment
						
	Olympic Steel, Inc.	  	OH	  	State	  	Key Equipment Finance Inc.	  	 UCC: OH00119579683
 File Date: 09/28/2007

 
 Continuation: 20121720245

File Date: 06/20/2012
	  	Equipment









											
						
	Olympic Steel, Inc.	  	OH	  	State	  	Key Equipment Finance Inc.	  	 UCC: OH00131165854
 File Date: 11/24/2008

 
 Continuation: 20133020203

File Date: 10/29/2013
	  	Equipment
						
	Olympic Steel, Inc.	  	OH	  	State	  	United States Steel Corporation	  	 UCC: OH00142512167
 File Date: 05/26/10
	  	Steel coils etc. delivered by Bailor to Bailee
						
	Olympic Steel Inc.	  	OH	  	State	  	US Bancorp	  	 UCC: OH00143996354
 File Date: 07/29/10
	  	Equipment
						
	Olympic Steel, Inc.	  	OH	  	State	  	Capital One Equipment Leasing & Finance	  	 UCC: OH00145620866
 File Date: 10/18/10
	  	Equipment
						
	Olympic Steel, Inc.	  	OH	  	State	  	Nissan Motor Acceptance Corporation	  	 UCC: OH00147557095
 File Date: 01/12/11
	  	Equipment
						
	Olympic Steel, Inc.	  	OH	  	State	  	Nissan Motor Acceptance Corporation	  	 UCC: OH00149295445
 File Date: 04/7/11
	  	Equipment
						
	Olympic Steel, Inc.	  	OH	  	State	  	SUNTRUST EQUIPMENT FINANCE & LEASING CORP.	  	 UCC: OH00150119416
 File Date:
05/12/2011
	  	Equipment
						
	Olympic Steel, Inc.	  	OH	  	State	  	SUNTRUST EQUIPMENT FINANCE & LEASING CORP.	  	 UCC: OH00150119961
 File Date:
05/12/2011
	  	Equipment
						
	Olympic Steel, Inc.	  	OH	  	State	  	SUNTRUST EQUIPMENT FINANCE & LEASING CORP.	  	 UCC: OH00150120106
 File Date:
05/12/2011
	  	Equipment
						
	Olympic Steel, Inc.	  	OH	  	State	  	Capital One Equipment Leasing & Finance	  	 UCC: OH00150989136
 File Date:
06/16/2011
	  	Equipment









											
						
	Olympic Steel, Inc.	  	OH	  	State	  	BANC OF AMERICA LEASING & CAPITAL, LLC	  	 UCC: OH00152429142
 File Date:
08/24/2011
	  	Equipment
						
	Olympic Steel, Inc.	  	OH	  	State	  	 Assigned:
 SUNTRUST EQUIPMENT FINANCE &
LEASING CORP.
 Original:
 Key Equipment Finance Inc.
	  	 UCC: OH00154115290
 File Date: 11/10/2011

 
 Assignment: 20121500253

File Date: 05/29/2012
	  	Equipment
						
	Olympic Steel, Inc.	  	OH	  	State	  	Wells Fargo Bank, N.A.	  	 UCC: OH00154872638
 File Date:
12/15/2011
	  	Equipment
						
	Olympic Steel, Inc.	  	OH	  	State	  	Key Equipment Finance Inc.	  	 UCC: OH00154986144
 File Date:
12/20/2011
	  	Equipment
						
	Olympic Steel Inc.	  	OH	  	State	  	U.S. BANCORP EQUIPMENT FINANCE, INC.	  	 UCC: OH00155173021
 File Date:
12/28/2011
	  	Equipment
						
	Olympic Steel Inc.	  	OH	  	State	  	CAPITAL ONE EQUIPMENT LEASING & FINANCE	  	 UCC: OH00157237615
 File Date:
04/03/2012
	  	Equipment
						
	 Olympic Steel, Inc.
 Olympic Steel Lafayette,
Inc.
 Olympic Steel Minneapolis, Inc.
 Chicago Tube and Iron
Company
 Oly Steel NC, Inc.
 IS Acquisition, Inc.

Tinsley Group-PS&W, Inc.
 Olympic Steel Trading, Inc.

Olympic Steel Iowa, Inc.
	  	OH	  	State	  	The Huntington National Bank	  	 UCC: OH00161552003
 File Date: 09/27/12
	  	Equipment









											
						
	 Olympic Steel, Inc.
 Olympic Steel Lafayette,
Inc.
 Olympic Steel Minneapolis, Inc.
 Chicago Tube and Iron
Company
 Oly Steel NC, Inc.
 IS Acquisition, Inc.

Tinsley Group-PS&W, Inc.
 Olympic Steel Trading, Inc.

Olympic Steel Iowa, Inc.
	  	OH	  	State	  	The Huntington National Bank	  	 UCC: OH00162823463
 File Date:
11/20/2012
	  	Equipment
						
	Olympic Steel Inc.	  	OH	  	State	  	MC MACHINERY SYSTEMS, INC.	  	 UCC: OH00166540023
 File Date:
04/23/2013
	  	Equipment
						
	Olympic Steel, Inc.	  	OH	  	State	  	BANC OF AMERICA LEASING & CAPITAL, LLC	  	 UCC: OH00172566964
 File Date:
12/16/2013
	  	Equipment
						
	Olympic Steel Inc.	  	OH	  	State	  	MC MACHINERY SYSTEMS, INC.	  	 UCC: OH00174376539
 File Date:
03/10/2014
	  	Equipment
						
	Olympic Steel Inc.	  	OH	  	State	  	MC MACHINERY SYSTEMS, INC.	  	 UCC: OH00174446063
 File Date:
03/12/2014
	  	Equipment
						
	Olympic Steel, Inc.	  	OH	  	State	  	Wells Fargo Bank, N.A.	  	 UCC: OH00174927770
 File Date:
03/31/2014
	  	Equipment









											
						
	 Olympic Steel, Inc.
 Olympic Steel Lafayette,
Inc.
 Olympic Steel Minneapolis, Inc.
 Chicago Tube and Iron
Company
 Oly Steel NC, Inc.
 IS Acquisition, Inc.

Tinsley Group-PS&W, Inc.
 Olympic Steel Trading, Inc.

Olympic Steel Iowa, Inc.
	  	DE	  	State	  	The Huntington National Bank	  	 UCC: 2012 3738095
 File Date: 09/27/12
	  	Equipment
						
	 Olympic Steel, Inc.
 Olympic Steel Lafayette,
Inc.
 Olympic Steel Minneapolis, Inc.
 Chicago Tube and Iron
Company
 Oly Steel NC, Inc.
 IS Acquisition, Inc.

Tinsley Group-PS&W, Inc.
 Olympic Steel Trading, Inc.

Olympic Steel Iowa, Inc.
	  	DE	  	State	  	The Huntington National Bank	  	 UCC: 2012 4485746
 File Date: 11/20/12
	  	Equipment








 SCHEDULE 10.2.5 

to 
 Loan and Security
Agreement 
 EXISTING INVESTMENTS 

None. 







 SCHEDULE 10.2.17 

to 
 Loan and Security
Agreement 
 EXISTING AFFILIATE TRANSACTIONS 

A related entity owns and leases to Olympic Steel, Inc. the warehouse located at 5060 Richmond Road, Bedford Heights, Ohio 44146.