Exhibit No. 10.27
Second Amendment To Second Amended
And Restated Credit Agreement
This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT
AGREEMENT (this "Second Amendment") is made as of May 25, 2000 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 prior to 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
---------------------------------------
Section 1.01 No Other Amendments or Waivers. (a) 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:
Second Amendment: The Second Amendment to Second Amended and
----------------
Restated Credit Agreement entered into by and between the Borrower and the
Bank and dated as of May 25, 2000.
Second Amendment Effective Date: May 25, 2000, or such later date
-------------------------------
as all of the conditions set forth in the Second Amendment have either
been satisfied by the Borrower or waived in writing by the Bank.
(b) The definition for the following defined term contained in the Original
Credit Agreement is hereby amended and restated in its entirety as follows:
Revolving Credit Termination Date: April 30, 2002, as such date
---------------------------------
may be extended upon the terms and conditions set forth in Section 2.1f, or
if any such day is not a Business Day, the Business Day next preceding such
date.
Section 1.02 No Other Amendments. The amendments to the Original Credit
-------------------
Agreement set forth herein do not either implicitly or explicitly alter, waive
or amend, except as expressly provided in this Second Amendment, the provisions
of the Original Credit Agreement. The amendments set forth herein do not waive,
now or in the future, compliance with any other covenant, term or condition to
be performed or complied with nor do they impair any rights or remedies of the
Bank under the Original Credit Agreement with respect to any such violation.
Nothing in this Second Amendment shall be deemed or construed to be a waiver or
release of, or a limitation upon, the Bank's exercise of any of its rights and
remedies under the Original Credit Agreement or any other document or instrument
delivered in connection therewith, whether arising as a consequence of any
Events of Default which may now exist or otherwise, and all such rights and
remedies are hereby expressly reserved.
ARTICLE II
BORROWER'S SUPPLEMENTAL REPRESENTATIONS
---------------------------------------
Section 2.01 Incorporation by Reference. As an inducement to the Bank to enter
--------------------------
into this Second 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 Second Amendment.
ARTICLE III
CONDITIONS PRECEDENT
--------------------
Section 3.01 Conditions Precedent. Each of the following shall be a condition
--------------------
precedent to the effectiveness of this Second Amendment:
(a) The Bank shall have received, on or before the Second Amendment
Effective Date, the following items, each, unless otherwise indicated, dated on
or before the Second Amendment Effective Date and in form and substance
satisfactory to the Bank:
(i) A duly executed counterpart original of this Second
Amendment;
(ii) 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
(iii) 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
-2-
(b) The following statements shall be true and correct on the Second
Amendment Effective Date and the Bank shall have received a certificate signed
by an Authorized Officer of the Borrower, dated the Second Amendment Effective
Date, stating that:
(i) the representations and warranties made pursuant to this
Second Amendment and in the other Loan Documents, as amended
hereby. are true and correct on and as of the Second
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) 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 Second Amendment;
(iv) no material adverse change in the properties, business,
operations, financial condition or prospects of the Borrower
has occurred which has not been disclosed in writing to the
Bank; and
(v) 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
------------------
Section 4.01 Ratification of Terms. Except as expressly amended by this Second
---------------------
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 confession of judgment and waiver of jury trial
provisions contained in the Original Credit Agreement and the other Loan
Documents.
Section 4.02 References. All notices, communications, agreements,
----------
certificates, documents or other instruments executed and delivered after the
execution and delivery of this Second 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 Second Amendment, but nevertheless all such
references shall include this Second Amendment unless the context requires
otherwise. From and after the Second Amendment Effective Date, all references in
the Original Credit Agreement and each of the other Loan Documents to the
Original Credit Agreement shall be deemed to be references to the Original
Credit Agreement, as amended hereby.
-3-
Section 4.03 Incorporation Into Original Credit Agreement. This Second
--------------------------------------------
Amendment is deemed incorporated into the Original Credit Agreement. To the
extent that any term or provision of this Second 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 Second Amendment may be executed in different
------------
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 Second
Amendment.
Section 4.05 Capitalized Terms. Except for proper nouns and as otherwise
-----------------
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
-----
and fees payable or determined to be payable in connection with the execution,
delivery, filing and recording of this Second 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
------------------
of the Bank (including, without limitation, the reasonable fees and the
disbursements of the Bank's counsel, Xxxxxx Xxxxxxxxx, P.C.) in connection with
the preparation, execution and delivery of this Second Amendment and the other
documents, instruments and certificates delivered in connection herewith.
Section 4.08 GOVERNING LAW. THIS SECOND AMENDMENT AND THE RIGHTS AND
-------------
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 Second Amendment
--------
are for purposes of reference only and shall not be deemed to be a part hereof.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
-4-
IN WITNESS WHEREOF, the parties hereto, with the intent to be
legally bound hereby, have caused this Second 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.
/s/ Xxxx x. XxXxxxx /s/ Xxxxxxx X. Xxxxxxx
By: (Seal)
------------------------------ ---------------------------------
Name: Xxxx X. XxXxxxx Name: Xxxxxxx X. Xxxxxxx
Title: Secretary Title: Chief Financial Officer
PNC Bank, National Association
/s/ Xxxx Xxxxx
By: (Seal)
----------------------------------
Name: Xxxx Xxxxx
Title: Assistant Vice President
-5-
