Universal Stainless & Alloy Products Inc Sample Contracts

WITNESSETH:
Employment Agreement • March 30th, 1999 • Universal Stainless & Alloy Products Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Pennsylvania
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WITNESSETH: ----------
Security Agreement • March 31st, 1998 • Universal Stainless & Alloy Products Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Pennsylvania
ARTICLE I AMENDMENTS TO ORIGINAL CREDIT AGREEMENT
Credit Agreement • August 8th, 2002 • Universal Stainless & Alloy Products Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Pennsylvania
WITNESSETH:
Employment Agreement • March 31st, 1998 • Universal Stainless & Alloy Products Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Pennsylvania
Exhibit 10.13 ================================================================= =============== SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 31st, 1998 • Universal Stainless & Alloy Products Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Pennsylvania
WITNESSETH: -----------
Sales Agreement • March 22nd, 2002 • Universal Stainless & Alloy Products Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Pennsylvania
Exhibit 10.28 COLLECTIVE BARGAINING AGREEMENT
Collective Bargaining Agreement • March 31st, 1998 • Universal Stainless & Alloy Products Inc • Steel works, blast furnaces & rolling mills (coke ovens)
Exhibit 10.27 CONTRACT NO. C-1455 CONTRACT BETWEEN
Contract • March 31st, 1998 • Universal Stainless & Alloy Products Inc • Steel works, blast furnaces & rolling mills (coke ovens)
ARTICLE I AMENDMENTS TO ORIGINAL CREDIT AGREEMENT ---------------------------------------
Credit Agreement • August 11th, 2000 • Universal Stainless & Alloy Products Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Pennsylvania
EXHIBIT A JOINT REPORTING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed on or about this date with respect to the beneficial ownership of the undersigned of shares of Common Stock of Universal...
Joint Reporting Agreement • February 14th, 2006 • Universal Stainless & Alloy Products Inc • Steel works, blast furnaces & rolling mills (coke ovens)

This will confirm the agreement by and among the undersigned that the Schedule 13G filed on or about this date with respect to the beneficial ownership of the undersigned of shares of Common Stock of Universal Stainless & Alloy Products, Inc. is being filed on behalf of each of the parties named below.

TAX BENEFITS PRESERVATION PLAN dated as of August 24, 2020 between UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC., as the Company, and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Rights Agent
Tax Benefits Preservation Plan • August 24th, 2020 • Universal Stainless & Alloy Products Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware

This TAX BENEFITS PRESERVATION PLAN, dated as of August 24, 2020, (this “Agreement”), is made and entered into by and between Universal Stainless & Alloy Products, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as rights agent (the “Rights Agent”).

UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC., Issuer and Trustee INDENTURE Dated as of Subordinated Securities
Indenture • June 16th, 2016 • Universal Stainless & Alloy Products Inc • Steel works, blast furnaces & rolling mills (coke ovens) • New York

INDENTURE, dated as of , between Universal Stainless & Alloy Products, Inc., a corporation duly organized and existing under the laws of Delaware (herein called the “Company”), having its principal office as of the date hereof at 600 Mayer Street, Bridgeville, PA 15017, and , as Trustee (herein called the “Trustee”).

1,224,490 Shares UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • May 30th, 2018 • Universal Stainless & Alloy Products Inc • Steel works, blast furnaces & rolling mills (coke ovens) • New York
EMPLOYMENT AGREEMENT
Employment Agreement • March 3rd, 2011 • Universal Stainless & Alloy Products Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Pennsylvania

THIS AGREEMENT made as of the 21st day of April 2008, by and between UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC., a Delaware corporation (the “Company”), and Christopher M .Zimmer (the “Executive”).

EMPLOYMENT AGREEMENT
Employment Agreement • April 20th, 2022 • Universal Stainless & Alloy Products Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Pennsylvania

THIS AGREEMENT made as of the 1st day of April 2022, by and between UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC., a Delaware corporation (the "Company"), and Steven DiTommaso (the "Executive").

ARTICLE I AMENDMENTS TO ORIGINAL CREDIT AGREEMENT ---------------------------------------
Credit Agreement • March 29th, 2001 • Universal Stainless & Alloy Products Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Pennsylvania
AGREEMENT AND PLAN OF MERGER BY AND AMONG UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC., APERAM US HOLDCO LLC, AND APERAM US ABSOLUTE LLC DATED AS OF OCTOBER 16, 2024
Merger Agreement • October 17th, 2024 • Universal Stainless & Alloy Products Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 16, 2024 is made and entered into by and among Universal Stainless & Alloy Products, Inc., a Delaware corporation (the “Company”), Aperam US Holdco LLC, a Delaware limited liability company (“Parent”), and Aperam US Absolute LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Merger Sub”). Parent, Merger Sub, and the Company are referred to individually as a “Party” and collectively as the “Parties.

CREDIT AGREEMENT Between UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC., as the Borrower and PNC BANK, NATIONAL ASSOCIATION, as the Bank Dated as of February 27, 2009
Credit Agreement • August 9th, 2010 • Universal Stainless & Alloy Products Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Pennsylvania

THIS CREDIT AGREEMENT, dated as of February 27, 2009 (as more fully defined below the “Agreement”), entered into by and between UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC., a Delaware corporation (as more fully defined below the “Borrower”), and PNC BANK, NATIONAL ASSOCIATION, a national banking association (as more fully defined below the “Bank”).

Contract
Convertible Note • January 25th, 2016 • Universal Stainless & Alloy Products Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Pennsylvania

This Amended and Restated Convertible Note and the rights and obligations evidenced hereby are subordinate in the manner and to the extent set forth in that certain Subordination and Intercreditor Agreement (as further amended, modified, supplemented, replaced and/or restated, from time to time, the “Subordination Agreement”) dated as of even date herewith, among Payor (with such term and each other capitalized term used in this legend having the meanings given them below unless defined herein), North Jackson and Dunkirk and PNC Bank, National Association, acting in its capacity as administrative agent for itself and certain other financial institutions, to the indebtedness (including interest) and other Obligations (as defined in the Credit Agreement) owed pursuant to the Credit Agreement and to the indebtedness refinancing such indebtedness and other Obligations to the extent provided in the Subordination Agreement; and each Holder, by its acceptance hereof, irrevocably agrees to be

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UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC. NON-STATUTORY STOCK OPTION AGREEMENT
Non-Statutory Stock Option Agreement • February 24th, 2015 • Universal Stainless & Alloy Products Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware
UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC. INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • February 24th, 2015 • Universal Stainless & Alloy Products Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware
ARTICLE I AMENDMENTS TO ORIGINAL CREDIT AGREEMENT ---------------------------------------
Credit Agreement • March 22nd, 2002 • Universal Stainless & Alloy Products Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Pennsylvania
FOURTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • October 28th, 2015 • Universal Stainless & Alloy Products Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Pennsylvania

Fourth Amendment to Credit Agreement, dated the 23rd day of October, 2015, by and among UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC., a Delaware corporation (“Universal”), DUNKIRK SPECIALTY STEEL, LLC, a Delaware limited liability company (“Dunkirk”), NORTH JACKSON SPECIALTY STEEL, LLC, a Delaware limited liability company (“North Jackson”) (Universal, Dunkirk and North Jackson are, each, a “Borrower” and collectively, the “Borrowers”), PNC BANK, NATIONAL ASSOCIATION (“PNC”), and various other financial institutions from time to time (PNC and such other financial institutions are each, a “Lender” and collectively, the “Lenders”) and PNC, as administrative agent for the Lenders (PNC, in such capacity, the “Administrative Agent”) (the “Fourth Amendment”).

Exhibit 10.18 SECOND AMENDED AND RESTATED REVOLVING CREDIT NOTE
Revolving Credit Note • March 31st, 1998 • Universal Stainless & Alloy Products Inc • Steel works, blast furnaces & rolling mills (coke ovens)

THIS SECOND AMENDED AND RESTATED REVOLVING CREDIT NOTE (this Second Amended and Restated Revolving Credit Note, together with all extensions, renewals, amendments, substitutions and replacements hereto and hereof, is hereinafter referred to as this "Revolving Credit Note") is executed and delivered under and pursuant to the terms of that certain Second Amended and Restated Credit Agreement dated as of even date herewith (the Second Amended and Restated Credit Agreement, together with all exhibits, schedules, amendments, extensions, renewals, substitutions and replacements thereto and thereof is hereinafter referred to as the "Credit Agreement") by and between UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC. (the "Borrower") and PNC BANK, NATIONAL ASSOCIATION (the "Bank").

First amendment to EMPLOYMENT AGREEMENT
Employment Agreement • February 19th, 2020 • Universal Stainless & Alloy Products Inc • Steel works, blast furnaces & rolling mills (coke ovens)

THIS AMENDMENT, dated as of the 18th day of February 2020 to the employment agreement made as of the 21st day of December 2007, by and between UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC., a Delaware corporation (the "Company"), and Dennis M. Oates (the "Executive").

FOURTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT
Revolving Credit, Term Loan and Security Agreement • April 25th, 2018 • Universal Stainless & Alloy Products Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Pennsylvania

This Fourth Amendment to Revolving Credit, Term Loan and Security Agreement (this "Fourth Amendment") is dated this 24th day of April, 2018, by and among UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC., a Delaware corporation ("Universal"), DUNKIRK SPECIALTY STEEL, LLC, a Delaware limited liability company ("Dunkirk"), NORTH JACKSON SPECIALTY STEEL, LLC, a Delaware limited liability company ("North Jackson") (Universal, Dunkirk, North Jackson are collectively, the "Borrowers", and each a "Borrower"), the LENDERS party hereto, and PNC BANK, NATIONAL ASSOCIATION ("PNC"), in its capacity as administrative agent for the Lenders (hereinafter referred to in such capacity as the "Administrative Agent").

Exhibit 10.2
Working Cash, Line of Credit, Investment Sweep Agreement • May 13th, 1997 • Universal Stainless & Alloy Products Inc • Steel works, blast furnaces & rolling mills (coke ovens)
RETENTION RSU AWARD AGREEMENT UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
Retention Rsu Award Agreement • October 25th, 2017 • Universal Stainless & Alloy Products Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Pennsylvania

Universal Stainless & Alloy Products, Inc. (the “Company”) grants to the Participant named below (“you”) the number of restricted stock units (“RSUs”) set forth below (the “Award”).

SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 7th, 2003 • Universal Stainless & Alloy Products Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Pennsylvania

This SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of October 20, 2003, and effective as of September 29, 2003, and entered into by and between UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC., a corporation organized and existing under the laws of the state 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 prior to the date hereof, is hereinafter referred to as the “Existing Credit Agreement”).

FIRST AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT
Revolving Credit, Term Loan and Security Agreement • October 25th, 2017 • Universal Stainless & Alloy Products Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Pennsylvania

This First Amendment to Revolving Credit, Term Loan and Security Agreement (this "First Amendment") is dated this 12th day of May, 2017, by and among UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC., a Delaware corporation ("Universal"), DUNKIRK SPECIALTY STEEL, LLC, a Delaware limited liability company ("Dunkirk"), NORTH JACKSON SPECIALTY STEEL, LLC, a Delaware limited liability company ("North Jackson") (Universal, Dunkirk, North Jackson are collectively, the "Borrowers", and each a "Borrower"), the LENDERS party hereto, and PNC BANK, NATIONAL ASSOCIATION ("PNC"), in its capacity as administrative agent for the Lenders (hereinafter referred to in such capacity as the "Administrative Agent").

Exhibit 10.15 TERM NOTE
Term Note • March 31st, 1998 • Universal Stainless & Alloy Products Inc • Steel works, blast furnaces & rolling mills (coke ovens)

THIS TERM NOTE (this Term Note, together with all extensions, renewals, amendments, substitutions and replacements hereto and hereof, is hereinafter referred to as this "Term Note") is executed and delivered under and pursuant to the terms of that certain Second Amended and Restated Credit Agreement dated as of even date herewith (the Second Amended and Restated Credit Agreement, together with all exhibits, schedules, amendments, extensions, renewals, substitutions and replacements thereto and thereof is hereinafter referred to as the "Credit Agreement") by and between UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC. (the "Borrower") and PNC BANK, NATIONAL ASSOCIATION (the "Bank").

SECOND AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT
Revolving Credit, Term Loan and Security Agreement • October 23rd, 2017 • Universal Stainless & Alloy Products Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Pennsylvania

This Second Amendment to Revolving Credit, Term Loan and Security Agreement (this “Second Amendment”) is dated this 23rd day of October, 2017, by and among UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC., a Delaware corporation (“Universal”), DUNKIRK SPECIALTY STEEL, LLC, a Delaware limited liability company (“Dunkirk”), NORTH JACKSON SPECIALTY STEEL, LLC, a Delaware limited liability company (“North Jackson”) (Universal, Dunkirk, North Jackson are collectively, the “Borrowers”, and each a “Borrower”), the LENDERS party hereto, and PNC BANK, NATIONAL ASSOCIATION (“PNC”), in its capacity as administrative agent for the Lenders (hereinafter referred to in such capacity as the “Administrative Agent”).

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