Exhibit






AMENDMENT NO. 5



TO



CREDIT AGREEMENT 






        
This AMENDMENT NO. 5 TO CREDIT AGREEMENT (the “Amendment”), dated
as of November 1, 2003, is entered into by and among Haynes International, Inc.,
a Delaware corporation (the “Borrower”), the financial institutions
party to the below-defined Credit Agreement (the “Lenders”), and Fleet
Capital Corporation, in its capacity as administrative agent for itself as a
Lender and the other Lenders (the “Administrative Agent”). Each
capitalized term used herein and not otherwise defined herein shall have the
meaning given to it in the Credit Agreement.




PRELIMINARY STATEMENTS 




        
WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to a
Credit Agreement dated as of November 22, 1999 (as amended or modified from time
to time, the “Credit Agreement”);




        
WHEREAS, the Borrower has requested that the Lenders and the Administrative
Agent amend the Credit Agreement in certain respects; and




        WHEREAS, pursuant to the terms
and conditions set forth herein, the Lenders and the Administrative Agent have
agreed to amend certain provisions of the Credit Agreement;




        NOW, THEREFORE, in consideration
of the premises set forth above, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Borrower, the
Lenders and the Administrative Agent agree as follows:



     
        1.       
Amendment to the Credit Agreement.    Effective as of the date first above
written, unless otherwise specified herein, and subject to the satisfaction of
the conditions precedent set forth in Section 2 below, the Credit
Agreement shall be and hereby is amended as follows:



     
        (a)       
The definition of “Fixed Charge Reserve” set forth in Section 1.1 of
the Credit Agreement is hereby amended in its entirety as follows:



	 	“Fixed
Charge Reserve” means:






	 	
(a)        during the period beginning
November 1, 2003 and ending June 3, 2004, $7,000,000; and






	 	
(b)        thereafter:











	 	
(i)        $0 at any time the Fixed
Charge Coverage Ratio equals or exceeds 1.25 to 1.0;






	 	
(ii)        the Standard Fixed Charge
Reserve at any time the Fixed Charge Coverage Ratio equals or exceeds 1.0 to 1.0
but is less than 1.25 to 1.0;







	 	
(iii)        $2,500,000 plus the
Standard Fixed Charge Reserve at any time the Fixed Charge Coverage Ratio equals
or exceeds 0.85 to 1.0 but is less than 1.0 to 1.0, and;






	 	
(iv)        $5,000,000 plus the
Standard Fixed Charge Reserve at any time the Fixed Charge Coverage Ratio equals
or exceeds 0.75 to 1.0 but is less than 0.85 to 1.0.








        (b)       
The definition of “Senior Note Reserve” set forth
in Section 1.1 of the Credit Agreement is hereby amended in its entirety
as follows:




	 	Senior
Note Reserve” means the following amounts for the following periods: 





	 	
(i)        November 1, 2003 through December 31, 2003, $0;







	 	
(ii)        January 1, 2004 through January 31, 2004, $1,356,000;







	 	
(iii)        February 1, 2004 through February 14, 2004, $5,424,000;







	 	
(iv)        February 15, 2004 through February 27, 2004, $6,780,000;







	 	
(v)        February 28, 2004, $8,136,000; and







	 	
(vi)        thereafter,







	 	
        (A)        on any date on which the
Borrower is required to make a regularly scheduled interest payment (such
payment, a “Scheduled Senior Note Payment”) pursuant to the terms of
the Senior Notes (such date, the “Applicable Interest Date”),
immediately prior to the Borrower’s tender of such Scheduled Senior Note
Payment, an amount equal to accrued and unpaid interest on the Senior Notes for
the period beginning with the date immediately preceding such Applicable
Interest Date on which the Borrower made its last Scheduled Senior Note Payment
(such date, the “Previous Interest Date”) and ending on the date
immediately preceding such Applicable Interest Date and







	 	
        (B)        on any other day (the
“Test Day”), an amount equal to accrued and unpaid interest during the
period beginning on the applicable Previous Interest Date and ending on the last
day of the month immediately preceding the month in which such Test Day occurs.













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        (c)        
Section 2.13(D)(ii) of the Credit Agreement is hereby amended to delete
therefrom the last sentence thereof and to substitute therefor the following:
“Notwithstanding the foregoing or anything to the contrary set forth
herein, including, without limitation, the Interest Coverage Ratio then in
effect, for the period beginning November 1, 2003 and ending June 30, 2004, the
Applicable Floating Margin shall equal 1.00% and the Applicable Eurodollar
Margin shall equal 3.00%.”



        (d)        
Section 7.1(A)(vii) of the Credit Agreement is hereby amended in its
entirety as follows:


	 	
(vii)        Cash Flow Forecast.
    Beginning November 1, 2003, an eight week statement of
projected cash flow and projected average daily Revolving Credit Availability in
form and substance acceptable to the Administrative Agent, with such projections
being updated and delivered to the Administrative Agent on a weekly basis. The
Borrower shall continue to make such weekly deliveries until such time as
average daily Revolving Credit Availability for a thirty-day period equals or is
greater than $5,000,000. If at any time average daily Revolving Credit
Availability for a thirty-day period is less than or equal to $2,000,000, the
Borrower shall once again make the aforementioned deliveries to the
Administrative Agent until such time as average daily Revolving Credit
Availability for a thirty-day period returns to being greater than or equal to
$5,000,000.








        (e)       
Section 7.3(R) of the Credit Agreement is hereby amended in its entirety
as follows: “(R) Limitation on Revolving Credit
Availability.    On and after November 1, 2003, the
Borrower shall not permit average daily Revolving Credit Availability for the
thirty-day period preceding any day on which the Borrower makes a principal or
interest payment on the Senior Notes to be less than, after giving effect to the
amount of the applicable principal or interest payment,
$4,500,000.”




        2.        
Conditions Precedent.    This Amendment shall become effective as of the
date above written, if, and only if, (i) the Administrative Agent has received
an executed copy of this Amendment from the Borrower, all of the Lenders and the
Administrative Agent, and (ii) each Lender shall have received a non-refundable
and fully earned amendment fee in immediately available funds equal to
$5,000.



     
        3.        
Representations and Warranties of the Borrower.    The Borrower hereby
represents and warrants as follows:



     
        (a)        
This Amendment and the Credit Agreement, as amended hereby, constitute legal,
valid and binding obligations of the Borrower and are enforceable against the
Borrower in accordance with their terms.




        (b)        
Upon the effectiveness of this Amendment, the Borrower hereby reaffirms all
representations and warranties made in the Credit Agreement, and to the extent
the same are not amended hereby, agrees that all such representations and
warranties shall be deemed to have been remade as of the date of delivery of
this Amendment, unless and to the extent that any such representation and
warranty is stated to relate solely to an earlier date, in which case such
representation and warranty shall be true and correct as of such earlier
date.








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        4.        
Reference to and Effect on the Credit Agreement.




        (a)        
Upon the effectiveness of Section 1 hereof, on and after the date hereof, each
reference in the Credit Agreement to “this Credit Agreement,”
“hereunder,” “hereof,” “herein” or words of like
import shall mean and be a reference to the Credit Agreement as amended
hereby.



     
        (b)        
The Credit Agreement, as amended hereby, and all other documents, instruments
and agreements executed and/or delivered in connection therewith, shall remain
in full force and effect, and are hereby ratified and confirmed.



     
        (c)        
Except as expressly provided herein, the execution, delivery and effectiveness
of this Amendment shall not operate as a waiver of any right, power or remedy of
the Administrative Agent or the Lenders, nor constitute a waiver of any
provision of the Credit Agreement or any other documents, instruments and
agreements executed and/or delivered in connection therewith.




        5.        
Governing Law.    This Amendment shall be governed by and construed in
accordance with the laws (including 735 ILCS Section 105/5-1 et seq. but
otherwise without regard to conflict of law provisions) of the State of
Illinois.



     
        6.        
Headings.    Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.




        7.        
Counterparts.    This Amendment may be executed by one or more of the
parties to the Amendment on any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.




The remainder of this page is intentionally blank. 









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        IN WITNESS WHEREOF, this
Amendment has been duly executed and delivered on the date first above
written.





	 	
HAYNES INTERNATIONAL, INC.







By:  /s/ Calvin S. McKay

Name:  Calvin S. McKay

Title:  VP Finance & CFO






FLEET CAPITAL CORPORATION,

individually and as Administrative Agent







By:  /s/ Robert J. Lund

Name:  Robert J. Lund

Title:  Senior Vice President








THE CIT GROUP/BUSINESS

CREDIT, INC.







By:  /s/ Glenn P. Bartley

Name:  Glenn P. Bartley

Title:  Vice President








NATIONAL CITY COMMERCIAL FINANCE, INC.







By:  /s/ Jason T. Sylvester

Name:  Jason T. Sylvester

Title:  AVP





















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