Exhibit 10.15
TERM NOTE
$15,000,000 Pittsburgh, Pennsylvania
January 30, 1998
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").
FOR VALUE RECEIVED the Borrower promises to pay to the order of the Bank at
the Bank's principal office at One PNC Plaza, 249 Fifth Avenue, Pittsburgh,
Pennsylvania 15222 the lesser of (i) FIFTEEN MILLION DOLLARS ($15,000,000.00) or
(ii) the aggregate unpaid principal amount of all disbursements made by the Bank
under the Term Loan Commitment on the opening of business on January 1, 1999,
all as more fully defined by and set forth in Section 2.2 of the Credit
Agreement.
The outstanding principal balance hereunder shall be repaid in twenty-eight
(28) consecutive quarterly installments beginning March 31, 1999 and continuing
thereafter on the last day of each June, September, December and March to and
including the Term Loan Maturity Date. Each of the first twenty-our (24)
quarterly installments will be in an amount equal to three and one-half percent
(3.5%) of the principal balance of the Term Loan at the opening of business on
January 1, 1999. Each of the twenty-fifth through twenty-eighth quarterly
installments will be in an amount equal to four percent (4%) of the principal
balance of the Term Loan at the opening of business on January 1, 1999. In
addition, the outstanding principal balance hereunder may be subject to
mandatory or voluntary prepayments, all as more fully set forth in section 2.2d
of the Credit Agreement.
Interest on the unpaid principal balance hereof shall be due and payable and
shall be calculated 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 Term Note is the Term Note referred to in the Credit Agreement.
Reference is made to the Credit Agreement for provisions 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.
EXHIBIT C
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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 more fully provided in the Credit Agreement.
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 Term
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 Term 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, the Bank shall mark this
Term Note "PAID" and return it to the Borrower.
IN WITNESS WHEREOF, the Borrower, with the intent to be legally bound hereby,
has caused this Term Note to be executed by its duly authorized officers as of
the date first written above.
ATTEST: UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
/s/ Paul A. McGrath /s/ Richard M. Ubinger
___________________________________ ___________________________________ (SEAL)
Name: Paul A. McGrath Name: Richard M. Ubinger
Title: Director Employee Relations/ Title: CFO/Treasurer
General Counsel
BF 78054.2: 1/28/98:3
000011 - 012932
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