EX-4.17



 





EXHIBIT 4.17




AMENDMENT NO. 15 TO AMENDED AND RESTATED CREDIT AGREEMENT




     THIS AMENDMENT dated as of November 28, 2007, by and among the financial institutions whose
signatures appear below (individually a “Bank,” collectively the “Banks”), Comerica Bank, as
Administrative Agent for the Banks (in such capacity, “Agent”), and Olympic Steel, Inc., an Ohio
corporation (the “Company”).



     RECITALS:



     A. Company, Agent and Comerica Bank, Fifth Third Bank, LaSalle Bank Midwest National
Association (fka Standard Federal Bank N.A.), Bank of America, N.A., (as assignee of Banc of
America Leasing & Capital, LLC, successor to Fleet Capital Corporation) and KeyBank National
Association are parties to that certain Amended and Restated Credit Agreement dated as of December
30, 2002, as previously amended (“Credit Agreement”).



     B. Bank of America, N.A. shall no longer be a “Bank” under the Credit Agreement and Company,
Agent and the remaining Banks desire to amend the Credit Agreement as set forth below.



     NOW THEREFORE, the parties agree as follows:



     1. Under the terms of Section 7.6 of the Credit Agreement, a collateral audit of Company and
the Subsidiaries is to be completed at least once a year absent the occurrence of certain other
events. Agent and the Banks hereby waive the requirement that such collateral audit be performed
for Company’s 2007 fiscal year. This waiver shall not amend or alter in any respect the terms and
conditions of the Credit Agreement including the requirement to conduct collateral audits upon the
occurrence of certain events as described in Section 7.6 of the Credit Agreement and for fiscal
years subsequent to the 2007 fiscal year.



     2. The following Section 6.25 is added to the Agreement:




     “6.25 Corporate Documents and Corporate Existence. As to each Loan Party, (a)
it is an organization as described on Schedule 6.25 hereto and has provided the Agent and
the Banks with complete and correct copies of its articles of incorporation, by-laws and all
other applicable charter and other organizational documents, and, if applicable, a good
standing certificate and (b) its correct legal name, business address, type of organization
and jurisdiction of organization, tax identification number and other relevant
identification numbers are set forth on Schedule 6.25 hereto.”



     3. Section 7.18 of the Agreement is amended to read in its entirety as follows:




     “7.18 Further Assurances.




     (a) Execute and deliver or cause to be executed and delivered to Agent within a
reasonable time following Agent’s request, and at the Borrowers’ expense, such other documents or instruments as Agent may reasonably require to effectuate more fully the
purposes of this Agreement or the other Loan Documents.



 









 






     (b) Each Loan Party agrees to provide the Agent and the Banks with any other
information required by Section 326 of the Patriot Act or necessary for the Agent and the
Banks to verify the identity of the Loan Parties as required by Section 326 of the Patriot
Act.”



     4. The following Section 12.15 is added to the Agreement:




     “12.15 No Reliance on Agent’s Customer Identification Program.




     (a) Each Bank acknowledges and agrees that neither such Bank, nor any of its
Affiliates, participants or assignees, may rely on the Agent to carry out such Bank’s,
Affiliate’s, participant’s or assignee’s customer identification program, or other
obligations required or imposed under or pursuant to the Patriot Act or the regulations
thereunder, including the regulations contained in 31 CFR 103.121 (as hereafter amended or
replaced, the “CIP Regulations”), or any other Anti-Terrorism Law, including any programs
involving any of the following items relating to or in connection with Borrowers or any of
their Subsidiaries, any of their respective Affiliates or agents, the Loan Documents or the
transactions hereunder: (i) any identify verification procedures, (ii) any record keeping,
(iii) any comparisons with government lists, (iv) any customer notices or (v) any other
procedures required under the CIP Regulations or such other laws.




     (b) Each Bank or assignee or participant of a Bank that is not organized under the laws
of the United States or a state thereof (and is not excepted from the certification
requirement contained in Section 313 of the USA Patriot Act and the applicable regulations
because it is both (i) an affiliate of a depository institution or foreign bank that
maintains a physical presence in the United States or foreign country, and (ii) subject to
provision by a banking authority regulating such affiliated depository institution or
foreign bank) shall deliver to the Agent the certification, or, if applicable,
recertification, certifying that such Bank is not a “shell” and certifying to other matters
as required by Section 313 of the Patriot Act and the applicable regulations: (x) within 10
days after the Effective Date, and (y) at such other times as are required under the Patriot
Act.”



     5. Schedule 1.2 of the Agreement is amended to read in the form annexed hereto.



     6. Schedule 6.25 is added to the Agreement in the form annexed hereto as Schedule 6.25.



     7. Except as expressly modified hereby, all the terms and conditions of the Credit Agreement
shall remain in full force and effect.



     8. Company hereby represents and warrants that, after giving effect to the amendments
contained herein, (a) execution, delivery and performance of this Amendment and any other documents
and instruments required under this Amendment or the Credit Agreement



 









 







are within its corporate powers, have been duly authorized, are not in contravention of law or
the terms of its Articles of Incorporation or Bylaws, and do not require the consent or approval of
any governmental body, agency, or authority; and this Amendment and any other documents and
instruments required under this Amendment or the Credit Agreement, will be valid and binding in
accordance with their terms; (b) the continuing representations and warranties made by Company set
forth in Sections 6.1 through 6.19 and 6.21 through 6.24 of the Credit Agreement are true and
correct on and as of the date hereof with the same force and effect as if made on and as of the
date hereof; (c) the continuing representations and warranties of Company set forth in Section 6.20
of the Credit Agreement are true and correct as of the date hereof with respect to the most recent
financial statements furnished to the Bank by Company in accordance with Section 7.1of the Credit
Agreement; and (d) no Default or Event of Default has occurred and is continuing as of the date
hereof.



     9. Capitalized terms used but not defined herein shall have the meaning set forth in the
Credit Agreement.



     10. This Amendment may be signed in counterparts.



     11. This Amendment shall become effective (according to the terms and as of the date hereof)
upon satisfaction by Company of the following conditions:




     (a) Agent shall have received counterpart originals of (i) this Amendment, in each case
duly executed and delivered by Company, the Agent, the Banks, and the Guarantors, (ii)
original executed Revolving Credit Notes in favor of each Bank in accordance with the
percentage in Schedule 1.2, as amended herein, and (iii) originals of any other Loan
Documents identified on the Closing Agenda annexed hereto duly executed by the parties
thereto and, where applicable, in recordable form.



     12. The Company, the undersigned guarantors and the Banks are parties to certain documents,
instruments and/or agreements (collectively, the “Documents”) with or among them and Comerica Bank,
a Michigan banking corporation (the “Merged Bank”). The Merged Bank has been merged with and into
Comerica Bank, a Texas banking association (the “Surviving Bank”). The Company, the undersigned
guarantors and the Banks hereby acknowledge and agree that any reference in the Documents to
Comerica Bank, a Michigan banking corporation, shall mean Comerica Bank, a Texas banking
association, as successor by merger to the Merged Bank.



 









 




WITNESS the due execution hereof as of the day and year first above written.




	 	 	 	 	 	 	 	 	 
	COMERICA BANK,	 	 	 	OLYMPIC STEEL, INC.
	as Agent

	 	 	 	 	 	 
	By:

	 	 
	 	 
	 	By:
	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	John E. Spidel	 	 	 	 	 	 
	Its:

	 	Vice President
	 	 	 	Its:	 	 
	 

	 	 	 	 	 	 	 	 


	SWING LINE BANK:	 	 	 	COMERICA BANK


	 

	 	 	 	 	 	By:	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	John E. Spidel
	 

	 	 	 	 	 	Its:
	 	Vice President


	ISSUING BANK:	 	 	 	COMERICA BANK


	 

	 	 	 	 	 	By:	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	John E. Spidel
	 

	 	 	 	 	 	Its:
	 	Vice President






 









 





	 	 	 	 	 	 	 	 	 
	BANKS:	 	 	 	COMERICA BANK


	 

	 	 	 	 	 	By:	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	John E. Spidel
	 

	 	 	 	 	 	Its:
	 	Vice President


	 	 	 	 	 	 	LASALLE BANK MIDWEST NATIONAL ASSOCIATION


	 

	 	 	 	 	 	By:	 	 
	 

	 	 	 	 	 	 	 	 

	 

	 	 	 	 	 	Its:	 	 
	 

	 	 	 	 	 	 	 	 


	 	 	 	 	 	 	FIFTH THIRD BANK


	 

	 	 	 	 	 	By:	 	 
	 

	 	 	 	 	 	 	 	 

	 

	 	 	 	 	 	Its:	 	 
	 

	 	 	 	 	 	 	 	 


	 	 	 	 	 	 	KEYBANK NATIONAL ASSOCIATION


	 

	 	 	 	 	 	By:	 	 
	 

	 	 	 	 	 	 	 	 

	 

	 	 	 	 	 	Its:	 	 
	 

	 	 	 	 	 	 	 	 





 









 




Acknowledged
by the undersigned Guarantors as of November 28, 2007.




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	GUARANTORS:


	 	 	 	 	 	 	OLYMPIC STEEL LAFAYETTE, INC.


	 

	 	 	 	 	 	By:	 	 
	 

	 	 	 	 	 	 	 	 

	 

	 	 	 	 	 	Its:	 	 
	 

	 	 	 	 	 	 	 	 


	 	 	 	 	 	 	OLYMPIC STEEL MINNEAPOLIS, INC.


	 

	 	 	 	 	 	By:	 	 
	 

	 	 	 	 	 	 	 	 

	 

	 	 	 	 	 	Its:	 	 
	 

	 	 	 	 	 	 	 	 


	 	 	 	 	 	 	OLYMPIC STEEL IOWA, INC.


	 

	 	 	 	 	 	By:	 	 
	 

	 	 	 	 	 	 	 	 

	 

	 	 	 	 	 	Its:	 	 
	 

	 	 	 	 	 	 	 	 


	 	 	 	 	 	 	OLY STEEL WELDING, INC.


	 

	 	 	 	 	 	By:	 	 
	 

	 	 	 	 	 	 	 	 

	 

	 	 	 	 	 	Its:	 	 
	 

	 	 	 	 	 	 	 	 


	 	 	 	 	 	 	OLYMPIC STEEL RECEIVABLES, L.L.C.


	 

	 	 	 	 	 	By:	 	 
	 

	 	 	 	 	 	 	 	 

	 

	 	 	 	 	 	Its:	 	 
	 

	 	 	 	 	 	 	 	 





 









 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	OLY STEEL NC, INC.


	 

	 	 	 	 	 	By:	 	 
	 

	 	 	 	 	 	 	 	 

	 

	 	 	 	 	 	Its:	 	 
	 

	 	 	 	 	 	 	 	 


	 	 	 	 	 	 	TINSLEY GROUP-PS&W, INC.


	 

	 	 	 	 	 	By:	 	 
	 

	 	 	 	 	 	 	 	 

	 

	 	 	 	 	 	Its:	 	 
	 

	 	 	 	 	 	 	 	 






 









 








Schedule 1.2

Percentages and Allocations




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 

	 	 	Percentages
	 	 	Allocations
	 
	 	BANK

	 	 	Revolving Credit Percentage
	 	 	Weighted Percentage
	 	 	Revolving Credit
	 
	 	Comerica Bank

	 	 	 	30.0 	%	 	 	 	30.0	%	 	 	$	39,000,000	 	 
	 	LaSalle Bank Midwest National Association

	 	 	 	27.0 	%	 	 	 	27.0	%	 	 	$	35,100,000	 	 
	 	Fifth Third Bank

	 	 	 	16.0	%	 	 	 	16.0	%	 	 	$	20,800,000	 	 
	 	KeyBank National Association

	 	 	 	27.0	%	 	 	 	27.0	%	 	 	$	35,100,000	 	 
	 	Total

	 	 	 	100	%	 	 	 	100	%	 	 	$	130,000,000