EXHIBIT 1.1(I)(1)
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INDEMNITY EXHIBIT 1.1(I)(2)
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INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(L)
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ASSIGNMENT OF RENTS
AND LEASES EXHIBIT 1.1(M)
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MORTGAGE EXHIBIT 1.1(N)(1)
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REVOLVING
CREDIT NOTE EXHIBIT 1.1(N)(2)
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SWING LOAN NOTE EXHIBIT 1.1(N)(3)
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TERM NOTE EXHIBIT 1.1(P)(1)
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PLEDGE AGREEMENT (MEMBERSHIP INTERESTS)
EXHIBIT 1.1(P)(2)
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PLEDGE AGREEMENT (STOCK) EXHIBIT 1.1(S)(1)
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SECURITY AGREEMENT EXHIBIT 1.1(S)(2)
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SELLER SUBORDINATION AGREEMENT
EXHIBIT 2.4.1
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LOAN REQUEST EXHIBIT 2.4.2
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SWING LOAN REQUEST
EXHIBIT 7.1.1(A)
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CLOSING COMPLIANCE CERTIFICATE EXHIBIT 7.1.1(B)
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SOLVENCY CERTIFICATE EXHIBIT 8.2.6
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ACQUISITION COMPLIANCE CERTIFICATE
EXHIBIT 8.3.3
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QUARTERLY COMPLIANCE CERTIFICATE EXHIBIT 8.3.4
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BORROWING BASE CERTIFICATE
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CREDIT AGREEMENT
THIS CREDIT AGREEMENT (as hereafter amended, the "Agreement") is dated as of
August 18, 2011 and is made by and among UNIVERSAL STAINLESS & ALLOY PRODUCTS,
INC., a Delaware corporation ("Universal") and each of the other BORROWERS (as
hereinafter defined), each of the GUARANTORS (as hereinafter defined), the
LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its
capacity as administrative agent for the Lenders under this Agreement
(hereinafter referred to in such capacity as the "Administrative Agent").
The Borrowers have requested the Lenders to provide (i) a revolving credit
facility to the Borrowers in an aggregate principal amount not to exceed Seventy
Five Million and 00/100 Dollars ($75,000,000.00) and (ii) a Forty Million and
00/100 Dollar ($40,000,000.00) term loan facility. In consideration of their
mutual covenants and agreements hereinafter set forth and intending to be
legally bound hereby, the parties hereto covenant and agree as follows:
1. CERTAIN DEFINITIONS
1.1 Certain Definitions. In addition to words and terms defined elsewhere in
this Agreement, the following words and terms shall have the following meanings,
respectively, unless the context hereof clearly requires otherwise:
Account shall mean any account, contract right, general intangible, chattel
paper, instrument or document representing any right to payment for goods sold
or services rendered, whether or not earned by performance and whether or not
evidenced by a contract, instrument or document, which is now owned or hereafter
acquired by a Loan Party. All Accounts, whether Qualified Accounts or not, shall
be subject to the Administrative Agent's Prior Security Interest.
Account Debtor shall mean any Person who is or who may become obligated to a
Loan Party under, with respect to, or on account of, an Account.
Acquisition shall mean the acquisition by North Jackson of substantially all of
the assets of the Sellers pursuant to the Acquisition Agreement, which
acquisition shall occur simultaneously with the Closing.
Acquisition Agreement shall mean that certain Asset Purchase Agreement, dated as
of June 10, 2011, by and among Patriot Special Metals, Inc., an Ohio
corporation, RSM Real Estate Holding, Inc., an Ohio corporation (collectively,
the "Sellers"), John Dimitrieff, an individual, Gordon Dimitrieff, an
individual, Robert Dimitrieff, an individual (collectively, the "Sellers") and
Universal.
Acquisition Assignment Agreement shall mean that certain Assignment and
Assumption Agreement, dated August 18, 2011, by and between Universal and North
Jackson with respect to the assignment by