exv4w20






EXHIBIT 4.20




SECOND AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT




     THIS SECOND AMENDMENT (“Second Amendment”) is made as of July 24, 2009 by and among the
financial institutions signatory hereto (individually a “Bank,” and any and all such financial
institutions collectively, the “Banks”), Comerica Bank, as Administrative Agent for the Banks (in
such capacity, the “Agent”) and Olympic Steel, Inc. (the “Company”).



RECITALS




     A. The Company has entered into that certain Second Amended and Restated Credit Agreement
dated as of May 28, 2008 (as amended, supplemented, amended and restated or otherwise modified from
time to time, the “Credit Agreement”) with each of the Banks and the Agent pursuant to which the
Banks agreed, subject to the satisfaction of certain terms and conditions, to extend or to continue
to extend financial accommodations to the Company, as provided therein.



     B. At the request of the Company, Agent and the requisite Banks have agreed to make certain
amendments and modifications to the Credit Agreement as set forth below, but only on the terms and
conditions set forth in this Second Amendment.



     NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration
the receipt and sufficiency of which is hereby acknowledged, Company, Agent and the Banks agree:



     1. Section 1.1 of the Credit Agreement is hereby amended by deleting the definitions of
“Consolidated EBITDA”, “Euro-currency-based Rate”, “Impaired Bank” and “LIBOR Rate” and inserting
the following definitions in their respective places:




	 	 	 	““Consolidated EBITDA” shall mean, for any period, the sum of Consolidated Net
Income for such period, plus to the extent deducted in determining Consolidated Net
Income, Consolidated Interest Expense, Consolidated Income Taxes, Consolidated
depreciation and amortization, non-cash losses, expenses or other charges relating
to goodwill impairment, provided such charges are not in excess of $6,600,000, and
lower of cost or market charges provided that the cumulative amount of such charges
is not in excess of $100,000,000 for the period from January 1, 2009 through May 31,
2010, minus, to the extent included in Consolidated Net Income, non-cash gains, all
as determined in accordance with GAAP.”
	 
	 	 	 	““Eurocurrency-based Rate” shall mean, with respect to any Eurocurrency-Interest
Period the greater of (A) the LIBOR Floor and (B) the per annum interest rate which
is equal to the sum of the Applicable Margin plus the quotient of:






(i) the LIBOR Rate, divided by




(ii) an amount equal to one minus the stated maximum rate (expressed as a
decimal) of all reserve requirements (including, without limitation, any
marginal, emergency, supplemental, special or other reserves) that is
specified on the first day of such Eurocurrency-Interest Period by the Board
of Governors of the



 









 







Federal Reserve System (or any successor agency thereto)
for determining the
maximum reserve requirement with respect to eurodollar funding (currently
referred to as “eurocurrency liabilities” in Regulation D of such Board)
maintained by a member bank of such System,




	 	 	 	all as conclusively determined (absent manifest error) by the Administrative Agent,
such sum to be rounded upward, if necessary, to the nearest whole multiple of
1/100th of 1%.”
	 
	 	 	 	““Impaired Bank” means a Bank (a) that has failed to fund its Percentage of any
Advance or to purchase participations in a Swing Line Advance or any Reimbursement
Obligations, (b) that has otherwise failed to pay to the Agent or any other Bank any
other amount required to be paid by it under the terms of this Agreement or any
other Loan Document, unless such Bank is disputing such obligation to pay any such
amount in good faith, (c) which the Agent, the Issuing Bank or Swing Line Bank
believes, in good faith, has defaulted in fulfilling its obligations under any other
syndicated credit facilities or as a participant in any other credit facility unless
such Bank is disputing such obligations in good faith, (d) that has been, or is
controlled by any Person which has been, determined to be insolvent or that has
become subject to a bankruptcy or other similar proceeding, (e) any material assets
or management of which has been taken over by any governmental authority or (f) who
has, or whose parent corporation has, a credit rating of less than BBB-/Baa3 (or
equivalent) from Standard & Poor’s or Moody’s. As used in this definition “parent
corporation” means, with respect to a Bank, any Person controlling such Bank,
including, without limitation, the bank holding company (as defined in Regulation Y
of the Board of Governors of the Federal Reserve System) if any, of such Bank.”
	 
	 	 	 	““LIBOR Rate” shall mean the rate determined by the following calculation:
	 
	 	(a)	 	with respect the principal amount of any Eurocurrency-based Advance outstanding
hereunder, the per annum rate of interest determined on the basis of the rate for
deposits in United States Dollars for a period equal to the relevant
Eurocurrency-Interest Period, commencing on the first day of such
Eurocurrency-Interest Period, appearing on Page BBAM of the Bloomberg Financial
Markets Information Service as of 11:00 a.m. (Detroit, Michigan time) (or soon
thereafter as practical), two (2) Business Days prior to the first day of such
Eurocurrency-Interest Period. In the event that such rate does not appear on Page
BBAM of the Bloomberg Financial Markets Information Service (or otherwise on such
Service), the “LIBOR Rate” shall be determined by reference to such other publicly
available service for displaying LIBOR rates as may be agreed upon by Agent and
Company, or, in the absence of such agreement, the “LIBOR Rate” shall, instead, be
the per annum rate equal to the average (rounded upward, if necessary, to the
nearest one-sixteenth of one percent (1/16%)) of the rate at which Agent is offered
dollar deposits at or about 11:00 a.m. (Detroit, Michigan time) (or soon thereafter
as practical), two (2) Business Days prior to the first day of such
Eurocurrency-Interest Period in the interbank LIBOR market in an amount comparable
to the principal amount of the relevant Eurocurrency-based Advance which is to bear
interest at such Eurocurrency-based Rate and for a period equal to the relevant
Eurocurrency-Interest Period; and
	 
	 	(b)	 	with respect to the principal amount of any Advance carried at the Daily
Adjusting LIBOR Rate outstanding hereunder, the per annum rate of interest
determined 




 









 






	 	 	 	on the basis of the rate for deposits in United States Dollars for a
period equal to one (1) month appearing on Page BBAM of the Bloomberg Financial
Markets Information
Service as of 11:00 a.m. (Detroit, Michigan time) (or soon thereafter as practical)
on such day, or if such day is not a Business Day, on the immediately preceding
Business Day. In the event that such rate does not appear on Page BBAM of the
Bloomberg Financial Markets Information Service (or otherwise on such Service), the
“LIBOR Rate” shall be determined by reference to such other publicly available
service for displaying eurodollar rates as may be agreed upon by Agent and Company,
or, in the absence of such agreement, the “LIBOR Rate” shall, instead, be the per
annum rate equal to the average of the rate at which Agent is offered dollar
deposits at or about 11:00 a.m. (Detroit, Michigan time) (or soon thereafter as
practical) on such day in the interbank eurodollar market in an amount comparable to
the principal amount of the Indebtedness hereunder which is to bear interest at such
“LIBOR Rate” and for a period equal to one (1) month.”





     2. The first paragraph of Section 2.5 of the Credit Agreement is hereby amended by deleting it
in its entirety and inserting the following in its place:




	 	 	 	“The Swing Line Bank may, on the terms and subject to the conditions hereinafter set
forth (including without limitation Section 2.5(c) hereof), make one or more
advances (each such advance being a “Swing Line Advance”) to the Company, from time
to time on any Business Day during the period from the Amendment Restatement Date to
(but excluding) the Revolving Credit Maturity Date in an amount not to exceed in the
aggregate at any time outstanding the Swing Line Maximum Amount.”





     3. Section 7.19 of the Credit Agreement is hereby amended by deleting it in its entirety and
inserting following in its place:




	 	 	 	“7.19 Availability and Consolidated EBITDA. Maintain (a) at all times
Availability of not less than $15,000,000 commencing with the fiscal month ending
nearest to June 30, 2010, (b) commencing with the fiscal month ending nearest to
April 30, 2009, Consolidated EBITDA of no less than ($5,000,000) for (i) the one
fiscal month period ending nearest to April 30, 2009, (ii) the two fiscal month
period ending nearest to May 31, 2009, and (iii) for the three fiscal month period
ending nearest to June 30, 2009 and the three fiscal month period ending nearest to
the last day of each subsequent fiscal month end thereafter until and including the
fiscal month ending nearest to May 31, 2010 and (c) commencing with the fiscal month
ending nearest to April 30, 2009 through and including the fiscal month ending
nearest to May 31, 2010, a cumulative Consolidated EBITDA for such period of no less
than ($10,000,000).”





     4. This Second Amendment shall become effective (according to the terms hereof) on the date
(the “Second Amendment Effective Date”) that the following conditions have been fully satisfied by
the Company (the “Conditions”):




	 	(a)	 	Agent shall have received counterpart copies (by facsimile or email) of (i)
this Second Amendment, duly executed and delivered by the Company and the requisite
Banks, (ii) a closing certificate in form and substance reasonably acceptable to the
Agent and (iii) that certain Reaffirmation of Loan Documents executed by the Company
and certain of its Subsidiaries in the form attached hereto as Exhibit A, in each case
with original signatures to follow promptly thereafter.




 









 






	 	(b)	 	Agent shall have received, for distribution to each Bank who executes and
delivers this Second Amendment by July 24, 2009, the applicable work fee for each such
Bank.
	 
	 	(c)	 	Agent shall have received such other documentation as it may reasonably request
within
a reasonable time period following such request, giving consideration to the extent
and nature of the information so requested.





     5. Company hereby represents and warrants that, after giving effect to any amendments,
consents and waivers contained herein, execution and delivery of this Second Amendment and the
performance by each of them of their respective obligations under the Credit Agreement as amended
hereby (herein, as so amended, the “Amended Credit Agreement”) are within its company powers, have
been duly authorized, are not in contravention of law or the terms of its operating agreement or
other organizational documents, as applicable, and except as have been previously obtained, do not
require the consent or approval, material to the amendments set forth herein, of any governmental
body, agency or authority, and the Amended Credit Agreement will constitute the valid and binding
obligations of the Company, as applicable, enforceable in accordance with its terms, except as
enforcement thereof may be limited by applicable bankruptcy, reorganization, insolvency,
moratorium, fraudulent conveyance, ERISA or similar laws affecting the enforcement of creditors’
rights generally and by general principles of equity (whether enforcement is sought in a proceeding
in equity or at law).



     6. Except as specifically set forth herein, this Second Amendment shall not be deemed to amend
or alter in any respect the terms and conditions of the Credit Agreement (including without
limitation all conditions and requirements for Advances and any financial covenants) or any of the
other Loan Documents, or to constitute a waiver or release by any of the Banks or the Agent of any
right, remedy, Collateral, Default or Event of Default under the Credit Agreement or any of the
other Loan Documents, except to the extent specifically set forth herein. The Company hereby
acknowledges and agrees that this Second Amendment and the amendments contained herein do not
constitute any course of dealing or other basis for altering any obligation of the Company, any
other Loan Party or any other party or any rights, privilege or remedy of the Agents or the Banks
under the Credit Agreement, any other Loan Document, any other agreement or document, or any
contract or instrument except as expressly set forth herein. Furthermore, this Second Amendment
shall not affect in any manner whatsoever any rights or remedies of the Banks or the Agents with
respect to any other non-compliance by the Company with the Credit Agreement or the other Loan
Documents not waived or otherwise amended hereby, whether in the nature of a Default or Event of
Default, and whether now in existence or subsequently arising, and shall not apply to any other
transaction.



     7. Company hereby acknowledges and confirms that it does not possess any claim, cause of
action, demand, defense, and other right of action whatsoever, in law or equity against the Agent,
the Collateral Agent or any of the Banks or any of their respective employees, officers, attorneys
or agents (collectively, the “Bank Parties”), prior to or as of the date of this Second Amendment
by reason of any cause or matter of any kind or nature whatsoever, including, but not limited to,
any cause or matter arising from, relating to, or connected with, in any manner the Credit
Agreement, any of the Loan Documents, any related document, instrument or agreement or this Second
Amendment (including, without limitation, any payment, performance, validity or enforceability of
any or all of the indebtedness, covenants, agreements, rights, remedies, obligations and
liabilities under the Credit Agreement, any of the Loan Documents, any related document, instrument
or agreement or this Second Amendment) or any transactions relating to any of the foregoing, or any
or all actions, courses of conduct or other matters in any manner whatsoever relating to or
otherwise connected with any of the foregoing.



     8. Company hereby reaffirms, confirms, ratifies and agrees to be bound by each of its



 









 







covenants, agreements and obligations under the Credit Agreement, as amended as of the date hereof,
and each other Loan Document previously executed and delivered by it, or executed and delivered in
accordance with this Second Amendment. Each reference in the Credit Agreement to “this Agreement”
or “the Credit Agreement” shall be deemed to refer to Credit Agreement as amended by this Second
Amendment and each previous amendment thereto.



     9. Unless otherwise defined to the contrary herein, all capitalized terms used in this Second
Amendment shall have the meanings set forth in the Credit Agreement.



     10. This Second Amendment shall be a contract made under and governed by the internal laws of
the State of Michigan, and may be executed in counterpart, in accordance with the Credit Agreement.



     11. Company, the Agent, the Collateral Agent and each Bank party hereto agrees that any copy
of this Second Amendment (or any other Loan Document) signed by them and transmitted by facsimile,
email or any other delivery method shall be admissible in evidence as the original itself in any
judicial or administrative proceeding, whether or not the original is in existence.



 









 





     IN WITNESS WHEREOF, the Company, the Banks and Agent have each caused this Second Amendment to
be executed by their respective duly authorized officers or agents, as applicable, all as of the
date first set forth above.



	 	 	 	 	 
	 	AGENT:




COMERICA BANK, as Agent, Swing Line Bank, 

Issuing Bank and Bank

 	 
	 	By:  	
 	 
	 	 	Its: 	 	 
	 	 	 	 
	 
	 	COMPANY:




OLYMPIC STEEL, INC.

 	 
	 	By:  	
 	 
	 	 	Its: 	 	 
	 	 	 	 



 









 






	 	 	 	 	 



CONSENT TO SECOND AMENDMENT TO SECOND AMENDED

AND RESTATED CREDIT AGREEMENT





     The undersigned Bank hereby consents and agrees to the amendments, terms and conditions set
forth in that certain Second Amendment to Second Amended and Restated Credit Agreement dated                     , 2009.



Dated:                     , 2009




	 	 	 	 	 
	 	(Bank)

 	 
	 	By:  	
 	 
	 	 	Its: