Exhibit 10.18
SECOND AMENDED AND RESTATED
REVOLVING CREDIT NOTE
$6,500,000 Pittsburgh, Pennsylvania
January 30, 1998
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").
FOR VALUE RECEIVED the Borrower promises to pay to the order of the Bank at
the Bank's principal office at One PNC Plaza, 000 Xxxxx Xxxxxx, Xxxxxxxxxx,
Xxxxxxxxxxxx 00000 the lesser of (i) SIX MILLION FIVE HUNDRED THOUSAND DOLLARS
($6,500,000) or (ii) the aggregate unpaid principal amount of all Loans and
advances made by the Bank to the Borrower pursuant to Section 2.1 of the Credit
Agreement and reflected on the Loan Account maintained by the Bank pursuant to
Section 2.7 of the Credit Agreement.
The outstanding principal balance hereunder shall be due and payable in its
entirety at maturity, whether on the Revolving Credit Termination Date, upon
acceleration, or otherwise, all as more fully described in the Credit Agreement.
Interest on the unpaid principal balance hereof shall be due and payable
monthly in arrears on or about the last day of each month for the month just
ended and at maturity, whether on the Revolving Credit Termination Date, upon
acceleration, or otherwise, and shall be calculated and paid in accordance with
the terms of the Credit Agreement. The interest rate will be adjusted, when
necessary and if appropriate, in accordance with the terms of the Credit
Agreement. Interest payments shall be made at the office of the Bank set forth
above.
This Revolving Credit Note is the Revolving Credit Note referred to in the
Credit Agreement. Reference is made to the provisions in the Credit Agreement
for the prepayment hereof and the acceleration of the maturity hereof. All of
the terms, conditions, covenants, representations and warranties of the Credit
Agreement are incorporated herein by reference as if same were more fully set
forth at length herein. All capitalized terms used herein as defined terms
which are not defined herein but which are defined in the Credit Agreement shall
have the same meanings herein as are given to them in the Credit Agreement.
Upon the occurrence of any Event of Default specified in the Credit Agreement,
the principal hereof and accrued interest hereon may become forthwith due and
payable, all as provided in the Credit Agreement.
This Second Amended and Restated Revolving Credit Note amends and restates in
its entirety, and continues to evidence the Indebtedness evidenced by, the
Amended and Restated Revolving Credit Note dated January 31, 1996 in the
principal amount of $6,500,000 made payable by the Borrower to the Bank. No
advances have been made or are being made by the Bank to satisfy the Obligations
evidenced by such Amended and Restated Revolving Credit Note, and this Second
Amended and Restated Revolving Credit Note is not a novation thereof. Nothing
herein shall be
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construed to release, cancel, terminate or otherwise impair the status or
priority of the liens and security interests granted by the Borrower as security
for the Obligations evidenced by such Amended and Restated Revolving Credit
Note.
Demand, presentation, protest and notice of dishonor are hereby waived.
POWER TO CONFESS JUDGMENT The Borrower hereby empowers any attorney of any
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court of record within the Commonwealth of Pennsylvania, after the occurrence of
any Event of Default, to appear for the Borrower and, with or without complaint
filed, confess judgment, or a series of judgments, against the Borrower in favor
of the Bank or any holder hereof for the entire principal balance of this
Revolving Credit Note and all accrued interest, together with costs of suit and
an attorney's commission of the greater of 5% of such principal and interest or
$1,000 added as a reasonable attorney's fee, and for doing so, this Revolving
Credit Note or a copy verified by affidavit shall be a sufficient warrant. The
Borrower hereby forever waives and releases all errors in said proceedings and
all rights of appeal and all relief from any and all appraisement, stay or
exemption laws of any state now in force or hereafter enacted. Interest on any
such judgment shall accrue at the Default Rate.
No single exercise of the foregoing power to confess judgment, or a series of
judgments, shall be deemed to exhaust the power, whether or not any such
exercise shall be held by any court to be invalid, voidable, or void, but the
power shall continue undiminished and it may be exercised from time to time as
often as the Bank shall elect until such time as the Bank shall have received
payment in full of the debt, interest and costs.
Upon the Borrower's payment in full of all amounts due by the Borrower to the
Bank hereunder, and upon the Borrower's full discharge and satisfaction of all
of the other Obligations under the Credit Agreement and the termination of the
Revolving Credit Commitment, the Bank shall mark this Note "PAID" and return it
to the Borrower.
IN WITNESS WHEREOF, the Borrower, with the intent to be legally bound hereby,
has caused this Revolving Credit Note to be executed by its duly authorized
officer as of the date first written above.
ATTEST: UNIVERSAL STAINLESS & ALLOY
PRODUCTS, INC.
/s/ Xxxx X. XxXxxxx /s/ Xxxxxxx X. Xxxxxxx
______________________________ ___________________________________ (SEAL)
Name: Xxxx X. XxXxxxx Name: Xxxxxxx X. Xxxxxxx
Title: Director Employee Title: CFO/Treasurer
Relations/General Counsel
BF 78055.4 1/28/98
000011 - 016885
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