Letter Agreement, dated May 18, 2018, among Universal Stainless & Alloy Products, Inc., the other borrowers party thereto, PNC Bank, National Association, as a lender and as administrative agent and co-collateral agent, and Bank of America, N.A., as a lender and as co-collateral agent
Exhibit 10.1
May 18, 2018
Universal Stainless & Alloy Products, Inc.
600 Mayer Street
Bridgeville, PA 15017
Attention: Mr. Christopher T. Scanlon, Chief Financial Officer
| Re: | Credit facility provided to Universal Stainless & Alloy Products, Inc., a Delaware corporation (“Universal”), Dunkirk Specialty Steel, LLC, a Delaware limited liability company (“Dunkirk”) and North Jackson Specialty Steel, LLC, a Delaware limited liability company (“North Jackson”) (Universal, Dunkirk and North Jackson, collectively, the “Borrowers”, and each a “Borrower”), by PNC Bank, National Association (“PNC”), various other financial institutions from time to time (PNC and such other financial institutions are each a “Lender” and collectively, the “Lenders”), PNC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and PNC and Bank of America, N.A., as co-collateral agents for the Lenders (collectively, the “Co-Collateral Agents”) |
Dear Mr. Scanlon:
Reference is made to that certain Revolving Credit, Term Loan and Security Agreement, dated as of January 21, 2016, by and among the Borrowers, the Lenders party thereto, the Administrative Agent and the Co-Collateral Agents (as amended, modified, supplemented or restated from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Credit Agreement.
Notwithstanding the provisions of Section 2.20(b) to the Credit Agreement, the Borrowers, the Administrative Agent and the Lenders hereby agree that (i) any net cash proceeds received by any Loan Party on or after the date of this letter through and including June 30, 2018 that are required to be repaid by such Loan Party and applied to the Advances pursuant to Section 2.20(b) of the Credit Agreement (other than net cash proceeds received in respect of the issuance or other incurrence of Indebtedness), in an aggregate amount not to exceed $30,000,000.00, shall be applied (x) first, to the outstanding principal amount of the Revolving Advances, (y) second, to the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof and (z) third, to the remaining Advances in such order as Administrative Agent may determine and (ii) the Co-Collateral Agents shall institute reserves pursuant to sub-clause (v) of clause (y) of Section 2.1(a)(A) of the Credit Agreement in an amount equal to fifty percent (50%) of any net cash proceeds received and applied to the Revolving Advances pursuant to the foregoing clause (i).
The agreements and consents contained herein shall be limited to the specific agreements and consents made herein. Except as otherwise modified herein, all other terms and conditions of the Credit Agreement and the other Loan Documents continue in full force and effect and are unmodified by this letter.
If the foregoing terms and conditions are acceptable to you, please indicate your acceptance by signing in the spaces indicated below. This letter agreement shall constitute a rider to and form a part of the Credit Agreement, as the same may be amended, modified or supplemented from time to time.
| PNC Bank, National Association, as a Lender, as Administrative Agent and as Co-Collateral Agent | ||
| By: | /s/ Michael Etienne | |
| Name: | Michael Etienne | |
| Title: | Senior Vice President | |
| Bank of America, N.A., as a Lender and as Co-Collateral Agent | ||
| By: | /s/ Susanna Profis | |
| Name: | Susanna Profis | |
| Title: | Senior Vice President | |
Consented and agreed to as of the first datewritten above:
| Universal Stainless & Alloy Products, Inc. | ||
| By: | /s/ Christopher T. Scanlon | |
| Name: | Christopher T. Scanlon | |
| Title: | CFO and Treasurer | |
| Dunkirk Specialty Steel, LLC | ||
| By: | /s/ Christopher T. Scanlon | |
| Name: | Christopher T. Scanlon | |
| Title: | Executive Officer | |
| North Jackson Specialty Steel, LLC | ||
| By: | /s/ Christopher T. Scanlon | |
| Name: | Christopher T. Scanlon | |
| Title: | Treasurer | |
