0001193125-16-436200 Sample Contracts

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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