Exhibit 10.2
Working Cash(R), Line of Credit, Investment Sweep Agreement PNC BANK
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THIS WORKING CASH(R), LINE OF CREDIT, INVESTMENT SWEEP AGREEMENT ("Working Cash
Sweep Agreement") is made as of May 1, 1997, between Universal Stainless & Alloy
Products, Inc. ("Customer") and PNC Bank, National Association, with an office
located at One PNC Plaza, 249 Fifth Avenue, Pittsburgh, Pennsylvania 15222
("Bank").
1. TRANSFER INSTRUCTIONS. Customer has executed and delivered to PNC Bank,
National Association, as Trustee (the "Trustee"), a Working Cash(R) Trust
Agreement establishing a revocable trust (the "Customer's Trust") and has
executed and delivered to the Bank an Amended and Restated Credit Agreement (the
"Line of Credit Agreement"), each of which is incorporated by reference herein
(individually and collectively, the "Working Cash Agreement(s)"). During the
term of this Working Cash Sweep Agreement, the following instructions from
Customer to Bank concerning transfer of assets between the Trust and the parent
account (the "Account") identified on the Schedule set forth at the end of this
Working Cash Sweep Agreement (the "Schedule") and between the Account and each
checking account listed on the Schedule (each, a "DDA") shall apply. Pursuant to
the terms of the Line of Credit Agreement, monies may be borrowed from time to
time for the purposes set forth herein up to the maximum amount of the Revolving
Credit Commitment upon certain terms and conditions set forth in the Line of
Credit Agreement.
At the close of each day on which Bank and Trustee are both open for business
("Business Day"), Bank will review the activity in each DDA. For any Business
Day in which the Final Available Balance in a DDA exceeds the Target Balance for
such DDA by at least the amount of the Transfer Difference, Bank is directed to
debit the DDA for that Business Day in an amount by which the Final Available
Balance exceeds the Target Balance and credit those funds to the Account
("Credit"). For any Business Day in which the Final Available Balance in any DDA
is less than the Target Balance by no less than the amount of the Transfer
Difference, Bank shall transfer to such DDA an amount equal to the difference
between the Target Balance and the Final Available Balance ("Debit") as set
forth below. The minimum amount credited or debited to the Account from any DDA
on any Business Day will be an amount equal to the Transfer Difference for such
DDA. Accordingly, on any Business Day when the Final Available Balance in any
DDA is plus or minus the Target Balance by less than the Transfer Difference,
there will be no transfer of a Debit or Credit.
At the close of each Business Day, Bank will review the activity in the Account.
For any Business Day when the sum of all Credits and Debits transferred to or
from the Account is a positive number ("Net Credit"), Bank is directed to use
the amount of the Net Credit available for that Business Day to repay amounts
outstanding under the Line of Credit and to debit any amount remaining and
transmit such remainder to the Customer's Trust. For any Business Day when the
sum of all Credits and Debits transferred to or from the Account is a negative
number ("Net Debit"), Bank shall direct Trustee to transfer to Bank assets from
the Customer's Trust in an amount equal to the Net Debit for that Business Day.
In no case shall the Trustee transfer assets in an amount in excess of the
aggregate of the Final Available Balance in the Customer's Trust. In the event
that the assets transferred to the Account from the Customer's Trust under this
Working Cash Sweep Agreement are insufficient to cover the Net Debit, Bank
shall, on behalf of Customer, make an advance equal to the amount of (a) the
remaining amount of the Net Debit, or (b) the amount, if any, available under
the Line of Credit. The amount of such advances, together with interest thereon
and fees shall be charged to the Account and the payment of which shall be
governed by the terms and conditions set forth in the Line of Credit Agreement.
2. CUSTOMER ACKNOWLEDGEMENTS. Customer acknowledges that Bank and Trustee are
acting solely as Customer's agents in transferring funds between the Account and
the Customer's Trust pursuant to the terms of this Working Cash Sweep Agreement.
Customer releases Bank and Trustee from all liability in effecting these
transfers. In no event shall Trustee have any liability to Bank for amounts due
Bank under the Line of Credit Agreement.
3. STANDARD OF CARE AND LIMITATION OF LIABILITY. With respect to the performance
of services under this Working Cash Sweep Agreement, Bank and Trustee will be
governed by a standard of ordinary care. In any event, Bank and Trustee shall
only be liable for Customer's actual damages. Neither Bank nor Trustee shall be
liable for any consequential, incidental, special or indirect losses, damages or
expenses (including counsel fees) which Customer may incur by reason of this
Working Cash Sweep Agreement or the services provided hereunder. In no event
will Bank or Trustee be liable for its inability to perform its obligations
hereunder when such inability arises out of causes beyond their control.
4. TERMINATION. This Working Cash Sweep Agreement may be terminated by either
party upon thirty (30) days' prior written notice to the other.
5. FEES. Bank will be compensated for its services relating to the Working Cash
Agreements initially in accordance with the fees set forth on the Schedule, as
such fees may be modified by Bank from time to time. Trustee will be compensated
for its services relating to the Working Cash Agreements in accordance with its
Schedule of Fees in effect from time to time. Customer acknowledges receipt and
review of the current fee arrangements for each of Bank and Trustee.
6. CHANGES IN WRITING. No modification, amendment or waiver of any provision of
any of the Working Cash Agreements nor consent to any departure by Customer
therefrom, will in any event be effective unless the same is in writing and
signed by Bank and Trustee, where appropriate, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given.
7. ENTIRE AGREEMENT. The Working Cash Agreements and all of the documents and
instruments referred to therein constitute the entire agreement and supersede
all other prior agreements and understandings, both written and oral, between
the parties with respect to the subject matter hereof.
8. SUCCESSORS AND ASSIGNS. The Working Cash Agreements will be binding upon and
inure to the benefit of the Customer, Bank and Trustee and their respective
heirs, executors, administrators, successors and assigns; provided, however,
that Customer may not assign any of the Working Cash Agreements in whole or in
part without the prior written consent of Bank; and Bank and Trustee may, at any
time, assign any of their respective rights and obligations under the Working
Cash Agreements in whole or in part.
C/M 11834.0000 491945.1
9. DEFINITIONS. For purposes of this Working Cash Sweep Agreement, the term
"Final Available Balance" shall mean the collected balance after all items have
been posted to the DDA for the Business Day. All terms capitalized but undefined
above shall have the meanings set forth on the Schedule.
SCHEDULE
The commercial checking accounts ("DDAs") listed below are considered related to
the Parent Account (the "Account") identified below and to the Working Cash
Sweep Agreement for the purpose of aggregating balances to ascertain the dollar
amount to be transferred on any Business Day to or from the Customer's Trust
created pursuant to the Trust Agreement between Trustee and Customer.
The DDAs listed below will be governed by Bank's policies, procedures and fee
arrangements that are generally applicable to commercial demand deposit accounts
from time to time.
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PARENT ACCOUNT NUMBER AUTHORIZED CUSTOMER CONTACT (NAME)
Richard M. Ubinger
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CHECKING ACCOUNT (DDA) NO. TARGET BALANCE TRANSFER DIFFERENCE
1001348476 $25,000 $1,000
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FIXED CHARGE
/ / Compensating Balance of $___________________ |X| Monthly Fee of $150
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BALANCE REVIEW PERIOD AUTHORIZED CUSTOMER CONTACT (NAME)
Richard M. Ubinger
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CHECKING ACCOUNT (DDA) NO. TARGET BALANCE TRANSFER DIFFERENCE
$ $
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FIXED CHARGE
/ / Compensating Balance of $______________ / / Monthly Fee of $___________
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BALANCE REVIEW PERIOD AUTHORIZED CUSTOMER CONTACT (NAME)
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CHECKING ACCOUNT (DDA) NO. TARGET BALANCE TRANSFER DIFFERENCE
$ $
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FIXED CHARGE
/ / Compensating Balance of $______________ / / Monthly Fee of $___________
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BALANCE REVIEW PERIOD AUTHORIZED CUSTOMER CONTACT (NAME)
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Customer Name:
PNC Bank, National Association Universal Stainless & Alloy Products, Inc.
By: By:
Title: Title:
C/M 11834.0000 491945.1