Exhibit 10.18
First Amendment To Second Amended
And Restated Credit Agreement
This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
(this "First Amendment") is made as of December 31, 1998 and entered into by and
between UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC., a corporation organized and
existing under the laws of Delaware (the "Borrower") and PNC BANK, NATIONAL
ASSOCIATION (the "Bank") and amends that certain Second Amended and Restated
Credit Agreement dated as of January 30, 1998 by and between the Borrower and
the Bank (the Second Amended and Restated Credit Agreement, as amended through
the date hereof, is hereinafter referred to as the "Original Credit Agreement").
W I T N E S S E T H :
WHEREAS, the Borrower and the Bank entered into the Original Credit Agreement;
and
WHEREAS, upon the request of the Borrower, the Bank has agreed to modify the
Original Credit Agreement, all as more particularly set forth herein.
NOW THEREFORE, in consideration of the foregoing premises, the mutual
covenants and agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
with the intent to be legally bound hereby, the parties hereto agree as follows:
ARTICLE I
AMENDMENTS TO ORIGINAL CREDIT AGREEMENT
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Section 1.01 Amendments to Section 1.1 of the Original Credit Agreement. (a)
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The following defined terms and the definitions therefor are hereby added to
Section 1.1 of the Original Credit Agreement and inserted in correct
alphabetical order:
First Amendment: The First Amendment to Second Amended and
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Restated Credit Agreement entered into by and between the Borrower and the
Bank and dated as of the First Amendment Effective Date
First Amendment Effective Date: December 31, 1998
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(b) The definitions for the following defined terms and the definitions
therefor contained in the Original Credit Agreement are hereby amended and
restated in their entirety as follows:
Term Loan Maturity Date: June 30, 2006
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Term Note: The Term Note substantially in the form of Exhibit
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"C-1" to the First Amendment duly executed by the Borrower and delivered
to the Bank together with all extensions, renewals, amendments,
substitutions and replacements thereto and thereof.
Section 1.02. Amendment of Section 2.2a of the Original Credit Agreement.
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Section 2.2a of the Original Credit Agreement is hereby amended and restated in
its entirety as follows:
2.2a Term Loan Commitment. The Bank agrees, subject to the
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terms hereof and relying on the representations and warranties herein set
forth, that the Borrower shall have the right to borrower in one or more
disbursements from the Closing Date to and including June 30, 1999 an
aggregate principal amount not to exceed $15,000,000.
Section 1.03. Amendment to Section 2.2d(i). Section 2.2d(i) of the Original
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Agreement is hereby amended and restated in its entirety as follows:
(i) Scheduled Principal Payments. Principal of the Term Loan
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shall be repaid in twenty-eight (28) consecutive quarterly installments
beginning September 30, 1999 and continuing thereafter on the last day of
each December, March, June and September to and including the Term Loan
Maturity Date. Each of the first twenty four quarterly installments will
be in an amount equal to three and one half percent (3.5%) of the
principal balance of the Term Loan at the opening of business on July 1,
1999. Each of the twenty-fifth through twenty-eighth quarterly
installments will be in an amount equal to four percent (4%) of the
principal balance of the Term Loan at the opening of business on July 1,
1999.
Section 1.04. Amendment to Section 2.2d(iii)(B). Section 2.2d(iii)(B) is
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hereby amended and restated in its entirety as follows:
(B) Excess Cash Flow. On March 31, 2000 and on March 31 of
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each year thereafter during the term hereof when the outstanding principal
balance of the Term Loan is equal to or greater than $7,500,000, the
Borrower shall make a payment on the outstanding principal balance of the
Term Loan, in an amount equal to (i) twenty-five percent (25%) of the
Consolidated Excess Cash Flow for Fiscal Year 1999 for the payment due
March 31, 2000 and (ii) fifty percent (50%) of Consolidated Excess Cash
Flow for the immediately preceding Fiscal Year for payments due on and
after March 31, 2001. To the extent that the Borrower, in such immediately
preceding Fiscal Year, has made voluntary prepayments of principal of the
Term Loan, the amount of the mandatory prepayment then due hereunder shall
be reduced by the aggregate amount of such voluntary prepayments made in
such immediately preceding Fiscal Year.
Section 1.05. Amendment to Section 2.8c. Section 2.8c is hereby amended and
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restated in its entirety as follows:
2.8c Term Loan Commitment Fee. The Borrower shall pay to the
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Bank on the last day of March, June, September and December to and
including June 30, 1999 a Term Loan Commitment Fee calculated on the basis
of the actual number of days elapsed, using a year of 360 days at a rate
of 1/2 of 1% per annum on the average daily (computed at the opening of
business) unused amount of the Term Loan Commitment (i.e., the Term Loan
Commitment less the outstanding principal amount of the Term Loan) for the
period or Fiscal Quarter then ended.
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ARTICLE II
BORROWER'S SUPPLEMENTAL REPRESENTATIONS
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Section 2.01. Incorporation by Reference. As an inducement to the Bank to
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enter into this First Amendment, the Borrower hereby repeats herein for the
benefit of the Bank each of the representations and warranties made by the
Borrower in the Original Credit Agreement, as amended hereby, except that for
purposes hereof such representations and warranties shall be deemed to extend to
and cover this First Amendment.
ARTICLE III
CONDITIONS PRECEDENT
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Section 3.01 Conditions Precedent. Each of the following shall be a condition
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precedent to the effectiveness of this First Amendment:
(a) The Bank shall have received, on or before the First Amendment
Effective Date, the following items, each, unless otherwise indicated, dated on
or before the First Amendment Effective Date and in form and substance
satisfactory to the Bank:
(i) A duly executed counterpart original of this First Amendment;
(ii) A duly executed Term Note in the form of Exhibit "C-1";
(iii) A certificate from the Secretary of the Borrower certifying
that the Articles of Incorporation and Bylaws of the Borrower
previously delivered to the Bank are true, complete, and correct;
and
(iv) Such other instruments, documents and opinions of counsel as the
Bank shall reasonably require, all of which shall be satisfactory
in form and content to the Bank
(b) The following statements shall be true and correct on the First
Amendment Effective Date and the Bank shall have received a certificate signed
by an Authorized Officer of the Borrower, dated the First Amendment Effective
Date, stating that:
(i) the representations and warranties made pursuant to this First
Amendment and in the other Loan Documents, as amended hereby. are
true and correct on and as of the First Amendment Effective Date
as though made on and as of such date;
(ii) no petition by or against the Borrower has at any time been filed
under the United States Bankruptcy Code or under any similar act;
(iii) taking into account the amendments set forth in this First
Amendment, no Event of Default or event which with the giving of
notice, the passage of time or both would become an Event of
Default has occurred and is continuing, or would result from the
execution of or performance under this First Amendment;
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(iv) taking into account the amendments set forth in this First
Amendment, no material adverse change in the properties,
business, operations, financial condition or prospects of the
Borrower has occurred which has not been disclosed to the Bank;
and
(v) taking into account the amendments set forth in this First
Amendment, the Borrower has in all material respects performed
all agreements, covenants and conditions required to be performed
on or prior to the date hereof under the Original Credit
Agreement and the other Loan Documents.
ARTICLE IV
GENERAL PROVISIONS
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Section 4.01 Ratification of Terms. Except as expressly amended by this First
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Amendment, the Original Credit Agreement and each and every representation,
warranty, covenant, term and condition contained therein is specifically
ratified and confirmed. The Borrower hereby confirms that any collateral for
the Obligations, including but not limited to liens, Encumbrances, security
interests, mortgages and pledges granted by the Borrower or third parties, shall
continue unimpaired and in full force and effect. The Borrower expressly
ratifies and confirms the waiver of jury trial provisions contained in the
Original Credit Agreement and the other Loan Documents.
Section 4.02 References. All notices, communications, agreements,
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certificates, documents or other instruments executed and delivered after the
execution and delivery of this First Amendment in connection with the Original
Credit Agreement, any of the other Loan Documents or the transactions
contemplated thereby may refer to the Original Credit Agreement without making
specific reference to this First Amendment, but nevertheless all such references
shall include this First Amendment unless the context requires otherwise. From
and after the First Amendment Effective Date, all references in the Original
Credit Agreement and each of the other Loan Documents to the "Agreement" shall
be deemed to be references to the Original Credit Agreement as amended hereby.
Section 4.03 Incorporation Into Original Credit Agreement. This First
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Amendment is deemed incorporated into the Original Credit Agreement. To the
extent that any term or provision of this First Amendment is or may be deemed
expressly inconsistent with any term or provision of the Original Credit
Agreement, the terms and provisions hereof shall control.
Section 4.04 Counterparts. This First Amendment may be executed in different
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counterparts, each of which when executed by the Borrower and the Bank shall be
regarded as an original, and all such counterparts shall constitute one First
Amendment.
Section 4.05 Capitalized Terms. Except for proper nouns and as otherwise
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defined herein, capitalized terms used herein as defined terms shall have the
same meanings herein as are ascribed to them in the Original Credit Agreement,
as amended hereby.
Section 4.06 Taxes. The Borrower shall pay any and all stamp and other taxes
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and fees payable or determined to be payable in connection with the execution,
delivery, filing and
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recording of this First Amendment and such other documents and instruments as
are delivered in connection herewith and agrees to save the Bank harmless from
and against any and all liabilities with respect to or resulting from any delay
in paying or omission to pay such taxes and fees.
Section 4.07 Costs and Expenses. The Borrower will pay all costs and expenses
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of the Bank (including, without limitation, the reasonable fees and the
disbursements of the Bank's counsel, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, P.C.) in connection with
the preparation, execution and delivery of this First Amendment and the other
documents, instruments and certificates delivered in connection herewith.
Section 4.08 GOVERNING LAW. THIS FIRST AMENDMENT AND THE RIGHTS AND
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OBLIGATIONS HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
LAWS OF THE COMMONWEALTH OF PENNSYLVANIA WITHOUT REGARD TO THE PROVISIONS
THEREOF REGARDING CONFLICTS OF LAW.
Section 4.09 Headings. The headings of the sections in this First Amendment
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are for purposes of reference only and shall not be deemed to be a part hereof.
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IN WITNESS WHEREOF, the parties hereto, with the intent to be legally bound
hereby, have caused this First Amendment to Second Amended and Restated Credit
Agreement to be duly executed by their respective proper and duly authorized
officers as a document under seal, as of the day and year first above written.
Attest: Universal Stainless & Alloy Products, Inc.
By: (Seal)
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Name: Name:
Title: Title:
PNC Bank, National Association
By: (Seal)
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Name:
Title:
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