Exhibit 10.1


 


EXECUTION VERSION


 


	
         

         

         

        CREDIT AGREEMENT

         

        dated as of

         

        October 19, 2020

         

        among

         

        HAYNES INTERNATIONAL, INC,

        as a Borrower

         

        The Lenders Party Hereto

         

        and

         

        JPMORGAN CHASE BANK, N.A.,

        as Administrative Agent

        ___________________________

         

        JPMORGAN CHASE BANK, N.A.

        and

        BANK OF AMERICA, N.A.

        as Joint Bookrunners and Joint Lead Arrangers

         



 


ASSET BASED LENDING


 








    


     


    

 


TABLE OF CONTENTS


 


	 	 	 	Page
	ARTICLE I Definitions	 	1
	 	 	 	 
	SECTION 1.01	Defined Terms	 	1
	SECTION 1.02	Classification of Loans and Borrowings	 	37
	SECTION 1.03	Terms Generally	 	37
	SECTION 1.04	Accounting Terms; GAAP	 	38
	SECTION 1.05	Interest Rates; LIBOR Notifications	 	38
	SECTION 1.06	Pro Forma Adjustments for Acquisitions and Dispositions	 	39
	 	 	 	 
	ARTICLE II The Credits	 	39
	 	 	 	 
	SECTION 2.01	Commitments	 	39
	SECTION 2.02	Loans and Borrowings	 	39
	SECTION 2.03	Requests for Borrowings	 	40
	SECTION 2.04	Protective Advances	 	40
	SECTION 2.05	Swingline Loans and Overadvances	 	41
	SECTION 2.06	Letters of Credit	 	43
	SECTION 2.07	Funding of Borrowings	 	47
	SECTION 2.08	Interest Elections	 	48
	SECTION 2.09	Termination and Reduction of Commitments; Increase in Revolving Commitments	 	49
	SECTION 2.10	Repayment and Amortization of Loans; Evidence of Debt	 	51
	SECTION 2.11	Prepayment of Loans	 	52
	SECTION 2.12	Fees	 	52
	SECTION 2.13	Interest	 	53
	SECTION 2.14	Alternate Rate of Interest; Illegality	 	54
	SECTION 2.15	Increased Costs	 	55
	SECTION 2.16	Break Funding Payments	 	56
	SECTION 2.17	Withholding of Taxes; Gross-Up	 	57
	SECTION 2.18	Payments Generally; Allocation of Proceeds; Sharing of Setoffs	 	60
	SECTION 2.19	Mitigation Obligations; Replacement of Lenders	 	63
	SECTION 2.20	Defaulting Lenders	 	63
	SECTION 2.21	Returned Payments	 	66
	SECTION 2.22	Banking Services and Swap Agreements	 	66
	 	 	 	 
	ARTICLE III Representations and Warranties	 	66
	 	 	 	 
	SECTION 3.01	Organization; Powers	 	66
	SECTION 3.02	Authorization; Enforceability	 	66
	SECTION 3.03	Governmental Approvals; No Conflicts	 	66
	SECTION 3.04	Financial Condition; No Material Adverse Change	 	67
	SECTION 3.05	Properties	 	67
	SECTION 3.06	Litigation and Environmental Matters	 	67
	SECTION 3.07	Compliance with Laws and Agreements; No Default	 	68
	SECTION 3.08	Investment Company Status	 	68
	SECTION 3.09	Taxes	 	68
	SECTION 3.10	ERISA	 	68
	SECTION 3.11	Disclosure	 	68
	SECTION 3.12	Material Agreements	 	68
	SECTION 3.13	Solvency	 	69
	SECTION 3.14	Insurance	 	69




 






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	SECTION 3.15	Capitalization and Subsidiaries	 	69
	SECTION 3.16	Security Interest in Collateral	 	69
	SECTION 3.17	Employment Matters and Labor Disputes	 	70
	SECTION 3.18	Margin Regulations	 	70
	SECTION 3.19	Use of Proceeds	 	70
	SECTION 3.20	No Burdensome Restrictions	 	70
	SECTION 3.21	Anti-Corruption Laws and Sanctions	 	70
	SECTION 3.22	Common Enterprise	 	71
	SECTION 3.23	Affected Financial Institutions	 	71
	SECTION 3.24	Plan Assets; Prohibited Transactions	 	71
	 	 	 	 
	ARTICLE IV Conditions	 	71
	 	 	 	 
	SECTION 4.01	Effective Date	 	71
	SECTION 4.02	Each Credit Event	 	74
	 	 	 	 
	ARTICLE V Affirmative Covenants	 	75
	 	 	 	 
	SECTION 5.01	Financial Statements; Borrowing Base and Other Information	 	75
	SECTION 5.02	Notices of Material Events	 	78
	SECTION 5.03	Existence; Conduct of Business	 	79
	SECTION 5.04	Payment of Obligations	 	80
	SECTION 5.05	Maintenance of Properties	 	80
	SECTION 5.06	Books and Records; Inspection Rights	 	80
	SECTION 5.07	Compliance with Laws and Material Contractual Obligations	 	80
	SECTION 5.08	Use of Proceeds	 	80
	SECTION 5.09	Accuracy of Information	 	81
	SECTION 5.10	Insurance	 	81
	SECTION 5.11	Casualty and Condemnation	 	81
	SECTION 5.12	Appraisals	 	82
	SECTION 5.13	Depository Banks	 	82
	SECTION 5.14	Additional Collateral; Further Assurances	 	82
	SECTION 5.15	Employee Benefits	 	83
	SECTION 5.16	Post-Closing Covenants	 	84
	 	 	 	 
	ARTICLE VI Negative Covenants	 	84
	 	 	 	 
	SECTION 6.01	Indebtedness	 	84
	SECTION 6.02	Liens	 	86
	SECTION 6.03	Fundamental Changes	 	88
	SECTION 6.04	Investments, Loans, Advances, Guarantees and Acquisitions	 	88
	SECTION 6.05	Asset Sales	 	90
	SECTION 6.06	Sale and Leaseback Transactions	 	92
	SECTION 6.07	Swap Agreements	 	92
	SECTION 6.08	Restricted Payments; Certain Payments of Indebtedness	 	92
	SECTION 6.09	Transactions with Affiliates	 	93
	SECTION 6.10	Restrictive Agreements	 	93
	SECTION 6.11	Amendment of Material Documents	 	94
	SECTION 6.12	Environmental Covenant	 	94
	SECTION 6.13	Fixed Charge Coverage Ratio	 	94
	 	 	 	 
	ARTICLE VII Events of Default	 	94
	 	 	 	 
	ARTICLE VIII The Administrative Agent	 	97
	 	 	 	 
	SECTION 8.01	Authorization and Action	 	97
	SECTION 8.02	Administrative Agent's Reliance, Indemnification, Etc.	 	99




 






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	SECTION 8.03	Posting of Communications	 	100
	SECTION 8.04	The Administrative Agent Individually	 	102
	SECTION 8.05	Successor Administrative Agent	 	102
	SECTION 8.06	Acknowledgements of Lenders and Issuing Bank	 	103
	SECTION 8.07	Collateral Matters	 	104
	SECTION 8.08	Credit Bidding	 	105
	SECTION 8.09	Certain ERISA Matters	 	105
	SECTION 8.10	Flood Insurance Laws	 	106
	 	 	 	 
	ARTICLE IX Miscellaneous	 	107
	 	 	 	 
	SECTION 9.01	Notices	 	107
	SECTION 9.02	Waivers; Amendments	 	108
	SECTION 9.03	Expenses; Indemnity; Damage Waiver	 	111
	SECTION 9.04	Successors and Assigns	 	112
	SECTION 9.05	Survival	 	116
	SECTION 9.06	Counterparts; Integration; Effectiveness; Electronic Execution	 	116
	SECTION 9.07	Severability	 	117
	SECTION 9.08	Right of Setoff	 	117
	SECTION 9.09	Governing Law; Jurisdiction; Consent to Service of Process	 	117
	SECTION 9.10	WAIVER OF JURY TRIAL	 	118
	SECTION 9.11	Headings	 	118
	SECTION 9.12	Confidentiality	 	118
	SECTION 9.13	Several Obligations; Nonreliance; Violation of Law	 	119
	SECTION 9.14	USA PATRIOT Act	 	119
	SECTION 9.15	Disclosure	 	120
	SECTION 9.16	Appointment for Perfection	 	120
	SECTION 9.17	Interest Rate Limitation	 	120
	SECTION 9.18	Marketing Consent	 	120
	SECTION 9.19	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	 	120
	SECTION 9.20	No Fiduciary Duty, etc.	 	121
	SECTION 9.21	Acknowledgement Regarding Any Supported QFCs	 	122
	 	 	 	 
	ARTICLE X Loan Guaranty	 	122
	 	 	 	 
	SECTION 10.01	Guaranty	 	122
	SECTION 10.02	Guaranty of Payment	 	122
	SECTION 10.03	No Discharge or Diminishment of Loan Guaranty	 	123
	SECTION 10.04	Defenses Waived	 	123
	SECTION 10.05	Rights of Subrogation	 	124
	SECTION 10.06	Reinstatement; Stay of Acceleration	 	124
	SECTION 10.07	Information	 	124
	SECTION 10.08	Termination	 	124
	SECTION 10.09	Taxes	 	124
	SECTION 10.10	Maximum Liability	 	125
	SECTION 10.11	Contribution.	 	125
	SECTION 10.12	Liability Cumulative	 	125
	SECTION 10.13	Keepwell	 	125
	 	 	 	 
	ARTICLE XI The Borrower Representative	 	126
	 	 	 	 
	SECTION 11.01	Appointment; Nature of Relationship	 	126
	SECTION 11.02	Powers	 	126
	SECTION 11.03	Employment of Agents	 	126
	SECTION 11.04	Notices	 	126




 






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	SECTION 11.05	Successor Borrower Representative	126
	SECTION 11.06	Execution of Loan Documents; Borrowing Base Certificate	127
	SECTION 11.07	Reporting	127


 






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SCHEDULES:


 


Commitment Schedule


	Schedule 3.05	--	Properties
	Schedule 3.06	--	Disclosed Matters
	Schedule 3.14	--	Insurance
	Schedule 3.15	--	Capitalization and Subsidiaries
	Schedule 3.17	--	Employment Matters
	Schedule 6.01	--	Existing Indebtedness
	Schedule 6.02	--	Existing Liens
	Schedule 6.04	--	Existing Investments
	Schedule 6.10	--	Existing Restrictions



 


EXHIBITS:


 


	Exhibit A	--	Form of Assignment and Assumption
	Exhibit B	--	[Reserved]
	Exhibit C	--	Form of Borrowing Base Certificate
	Exhibit D	--	Form of Compliance Certificate
	Exhibit E	--	Joinder Agreement
	Exhibit F-1	--	U.S. Tax Certificate (For Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes)
	Exhibit F-2	--	U.S. Tax Certificate (For Foreign Participants that are not Partnerships for U.S. Federal Income Tax Purposes)
	Exhibit F-3	--	U.S. Tax Certificate (For Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes)
	Exhibit F-4	--	U.S. Tax Certificate (For Foreign Lenders that are Partnerships for U.S. Federal Income Tax Purposes)



 






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CREDIT AGREEMENT dated
as of October 19, 2020 (as it may be amended or modified from time to time, this "Agreement") among Haynes
International, Inc., a Delaware corporation, and those additional Persons that are joined as a party hereto as a borrower,
collectively, as Borrowers, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative
Agent.


 


The parties hereto
agree as follows:


 


ARTICLE I


 


Definitions


 


SECTION 1.01     Defined
Terms. As used in this Agreement, the following terms have the meanings specified below:


 


"ABR",
when used in reference to (a) a rate of interest, refers to the Alternate Base Rate, and (b) any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, bear interest at a rate determined by reference to the Alternate
Base Rate.


 


"Account"
has the meaning assigned to such term in the Security Agreement.


 


"Account Debtor"
means any Person obligated on an Account.


 


"Acquisition"
means any transaction, or any series of related transactions, consummated on or after the Effective Date, by which any Loan Party
(a) acquires any going business or all or substantially all of the assets of any Person, whether through purchase of assets,
merger or otherwise or (b) directly or indirectly acquires (in one transaction or as the most recent transaction in a series
of transactions) at least a majority (in number of votes) of the Equity Interests of a Person which has ordinary voting power for
the election of directors or other similar management personnel of a Person (other than Equity Interests having such power only
by reason of the happening of a contingency) or a majority of the outstanding Equity Interests of a Person.


 


"Adjusted LIBO
Rate" means, with respect to any Eurodollar Borrowing for any Interest Period or for any ABR Borrowing, an interest rate
per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied
by (b) the Statutory Reserve Rate.


 


"Administrative
Agent" means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder.


 


"Administrative
Questionnaire" means an Administrative Questionnaire in a form supplied by the Administrative Agent.


 


"Affected Financial
Institution" means (a) any EEA Financial Institutional or (b) any UK Financial Institution.


 


"Affiliate"
means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the specified Person.


 


"Agent Indemnitee"
has the meaning assigned to it in Section 9.03(c).


 






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"Aggregate
Credit Exposure" means, at any time, the aggregate Credit Exposure of all the Lenders at such time.


 


"Aggregate
Revolving Commitment" means, at any time, the aggregate of the Revolving Commitments of all of the Lenders, as increased
or reduced from time to time pursuant to the terms and conditions hereof. As of the Effective Date, the Aggregate Revolving Commitment
is $100,000,000.


 


"Aggregate
Revolving Exposure" means, at any time, the aggregate Revolving Exposure of all the Lenders at such time.


 


"Alternate
Base Rate" means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day,
(b) the NYFRB Rate in effect on such day plus 1⁄2 of 1%, and (c) the Adjusted LIBO Rate for a one-month Interest
Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that,
for the purpose of this definition, the Adjusted LIBO Rate for any day shall be based on the LIBO Screen Rate (or if the LIBO Screen
Rate is not available for such one month Interest Period, the Interpolated Rate) at approximately 11:00 a.m. London time on
such day. Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate shall
be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate,
respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.14 (for the
avoidance of doubt, only until any amendment has become effective pursuant to Section 2.14(c)), then the Alternate Base Rate
shall be the greater of clause (a) and (b) above and shall be determined without reference to clause (c) above.
For the avoidance of doubt, if the Alternate Base Rate as determined pursuant to the foregoing would be less than 1.50%, such rate
shall be deemed to be 1.50% for purposes of this Agreement.


 


"Anti-Corruption
Laws" means all laws, rules, and regulations of any jurisdiction applicable to Parent or any of its Subsidiaries from
time to time concerning or relating to bribery or corruption.


 


"Applicable
Parties" has the meaning assigned to it in Section 8.03(c).


 


"Applicable
Percentage" means, with respect to any Lender, (a) with respect to Revolving Loans, LC Exposure, Overadvances or
Swingline Loans, a percentage equal to a fraction the numerator of which is such Lender's Revolving Commitment and the denominator
of which is the Aggregate Revolving Commitment (provided that, if the Revolving Commitments have terminated or expired,
the Applicable Percentages shall be determined based upon such Lender's share of the Aggregate Revolving Exposure at that time),
and (b) with respect to Protective Advances or with respect to the Aggregate Credit Exposure, a percentage based upon its
share of the Aggregate Credit Exposure and the unused Commitments; provided that, in accordance with Section 2.20,
so long as any Lender shall be a Defaulting Lender, such Defaulting Lender's Commitment shall be disregarded in the calculations
under clauses (a) and (c) above.





 






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"Applicable
Rate" means, for any day, with respect to any Loan, or with respect to the commitment fees payable hereunder, as the case
may be, the applicable rate per annum set forth below under the caption "Revolver ABR Spread", "Revolver Eurodollar
Spread", as the case may be, based upon the Average Quarterly Availability during the most recently ended fiscal quarter of
Parent; provided that the "Applicable Rate" shall be the applicable rates per annum set forth below in Category
2 during the period from the Effective Date to, and including, the last day of the fiscal quarter of Parent; ending on or about
December 31, 2020:






 


	Average
 Quarterly 
 Availability	Revolver
 ABR 
 Spread	Revolver
 Eurodollar
 Spread
	Category 1 

 ≥ 66.6% of the

 Aggregate 

Revolving

 Commitment	1.25%	2.25%
	Category 2 

 < 66.6% of the

 Aggregate

 Revolving

 Commitment but

 ≥ 33.3% of the

 Aggregate 

Revolving

 Commitment	1.50%	2.50%
	Category 3

 < 33.3% of the

 Aggregate 

Revolving

 Commitment	1.75%	2.75%



 


For purposes of the
foregoing, each change in the Applicable Rate resulting from a change in Average Quarterly Availability shall be effective
during the period commencing on and including the first day of each fiscal quarter of Parent and ending on the last day of such
fiscal quarter, it being understood and agreed that, for purposes of determining the Applicable Rate on the first day of any fiscal
quarter of Parent, the Average Quarterly Availability during the most recently ended fiscal quarter of Parent shall be used. Notwithstanding
the foregoing, the Average Quarterly Availability shall be deemed to be in Category 3 at the option of the Administrative
Agent or at the request of the Required Lenders if the Borrowers fail to deliver any Borrowing Base Certificate or related information
required to be delivered by them pursuant to Section 5.01, during the period from the expiration of the time for delivery
thereof until each such Borrowing Base Certificate and related information is so delivered.


 


If at any time the
Administrative Agent determines that the financial statements upon which the Applicable Rate was determined were incorrect (whether
based on a restatement, fraud or otherwise), the Borrowers shall be required to retroactively pay any additional amount that the
Borrowers would have been required to pay if such financial statements had been accurate at the time they were delivered.


 


"Approved Electronic
Platform" has the meaning assigned to it in Section 8.03(a).


 


"Approved Fund"
has the meaning assigned to such term in Section 9.04.


 


"Arranger"
means individually and collectively, JPMorgan Chase Bank, N.A. and Bank of America, N.A. in their capacity as joint bookrunners
and joint lead arrangers.


 


"Assignment
and Assumption" means an assignment and assumption agreement entered into by a Lender and an assignee (with the consent
of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A
or any other form (including electronic records generated by the use of an electronic platform) approved by the Administrative
Agent.


 






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"Availability"
means, at any time, an amount equal to (a) the lesser of (i) the Aggregate Revolving Commitment and (ii) the Borrowing
Base minus (b) the Aggregate Revolving Exposure (calculated, with respect to any Defaulting Lender, as if such
Defaulting Lender had funded its Applicable Percentage of all outstanding Borrowings).


 


"Availability
Period" means the period from and including the Effective Date to but excluding the earlier of the Maturity Date and the
date of termination of the Commitments.


 


"Available
Revolving Commitment" means, at any time, the Aggregate Revolving Commitment minus the Aggregate Revolving
Exposure (calculated, with respect to any Defaulting Lender, as if such Defaulting Lender had funded its Applicable Percentage
of all outstanding Borrowings).


 


"Average Quarterly
Availability" means, for any fiscal quarter of Parent, an amount equal to the average daily Availability during such fiscal
quarter, as determined by the Administrative Agent's in its Permitted Discretion by reference to the Administrative Agent's system
of records; provided, that in order to determine Availability on any day for purposes of this definition, each Borrower's
Borrowing Base for such day shall be determined by reference to the most recent Borrowing Base Certificate delivered to the Administrative
Agent pursuant to Section 5.01 as of such day.


 


"Bail-In Action"
means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of
an Affected Financial Institution.


 


"Bail-In Legislation"
means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament
and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country
from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I
of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in
the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or
their affiliates (other than through liquidation administration or other insolvency proceedings).


 


"Banking Services"
means each and any of the following bank services provided to any Loan Party or its Subsidiaries by any Lender or any of its Affiliates:
(a) credit cards for commercial customers (including, without limitation, "commercial credit cards" and purchasing
cards), (b) stored value cards, (c) merchant processing services, and (d) treasury management services (including,
without limitation, controlled disbursement, automated clearinghouse transactions, return items, any direct debit scheme or arrangement,
overdrafts, cash pooling services, and interstate depository network services).


 


"Banking Services
Obligations" means any and all obligations of the Loan Parties and their Subsidiaries, whether absolute or contingent
and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof
and substitutions therefor) in connection with Banking Services.


 


"Banking Services
Reserves" means all Reserves which the Administrative Agent from time to time establishes in its Permitted Discretion
for Banking Services then provided or outstanding.


 


"Bankruptcy
Code" means Title 11 of the United States Code entitled "Bankruptcy", as now and hereafter in effect, or any
successor statute.


 


"Bankruptcy
Event" means, with respect to any Person, when such Person becomes the subject of a voluntary or involuntary bankruptcy
or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors
or similar Person charged with the reorganization or liquidation of its business, appointed for it, or, in the good faith determination
of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence
in, any such proceeding or appointment or has had any order for relief in such proceeding entered in respect thereof, provided
that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest,
in such Person by a Governmental Authority or instrumentality thereof, unless such ownership interest results in or provides such
Person with immunity from the jurisdiction of courts within the U.S. or from the enforcement of judgments or writs of attachment
on its assets or permits such Person (or such Governmental Authority or instrumentality), to reject, repudiate, disavow or disaffirm
any contracts or agreements made by such Person.


 






    -4-


     


    

 








 


"Benchmark
Replacement" means the sum of: (a) the alternate benchmark rate (which may be a SOFR-Based Rate) that has been selected
by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a replacement
rate or the mechanism for determining such a rate by the Relevant Governmental Body and/or (ii) any evolving or then-prevailing
market convention for determining a rate of interest as a replacement to the LIBO Rate for U.S. dollar-denominated syndicated credit
facilities and (b) the Benchmark Replacement Adjustment; provided that, if the Benchmark Replacement as so determined
would be less than 1.00%, the Benchmark Replacement will be deemed to be 1.00% for the purposes of this Agreement; provided
further that any such Benchmark Replacement shall be administratively feasible as determined by the Administrative Agent in
its sole discretion.


 


"Benchmark
Replacement Adjustment" means the spread adjustment, or method for calculating or determining such spread adjustment,
(which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving
due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining
such spread adjustment, for the replacement of the LIBO Rate with the applicable Unadjusted Benchmark Replacement by the Relevant
Governmental Body and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method
for calculating or determining such spread adjustment, for the replacement of the LIBO Rate with the applicable Unadjusted Benchmark
Replacement for U.S. dollar-denominated syndicated credit facilities at such time (for the avoidance of doubt, such Benchmark Replacement
Adjustment shall not be in the form of a reduction to the Applicable Rate).


 


"Benchmark
Replacement Conforming Changes" means, with respect to any Benchmark Replacement, any technical, administrative or operational
changes (including changes to the definition of "Alternate Base Rate," the definition of "Interest Period,"
timing and frequency of determining rates and making payments of interest and other administrative matters) that the Administrative
Agent decides in its reasonable discretion may be appropriate to reflect the adoption and implementation of such Benchmark Replacement
and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice
(or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible
or if the Administrative Agent determines that no market practice for the administration of the Benchmark Replacement exists, in
such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration
of this Agreement).


 


"Benchmark
Replacement Date" means the earlier to occur of the following events with respect to the LIBO Rate:


 


(1)            in
the case of clause (1) or (2) of the definition of "Benchmark Transition Event," the later of (a) the
date of the public statement or publication of information referenced therein and (b) the date on which the administrator
of the LIBO Screen Rate permanently or indefinitely ceases to provide the LIBO Screen Rate; or


 






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(2)            in
the case of clause (3) of the definition of "Benchmark Transition Event," the date of the public statement or publication
of information referenced therein.


 


"Benchmark
Transition Event" means the occurrence of one or more of the following events with respect to the LIBO Rate:


 


(1)            a
public statement or publication of information by or on behalf of the administrator of the LIBO Screen Rate announcing that such
administrator has ceased or will cease to provide the LIBO Screen Rate, permanently or indefinitely, provided that, at the
time of such statement or publication, there is no successor administrator that will continue to provide the LIBO Screen Rate;


 


(2)            a
public statement or publication of information by the regulatory supervisor for the administrator of the LIBO Screen Rate, the
U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for the LIBO Screen Rate, a resolution
authority with jurisdiction over the administrator for the LIBO Screen Rate or a court or an entity with similar insolvency or
resolution authority over the administrator for the LIBO Screen Rate, which states that the administrator of the LIBO Screen Rate
has ceased or will cease to provide the LIBO Screen Rate permanently or indefinitely, provided that, at the time of such
statement or publication, there is no successor administrator that will continue to provide the LIBO Screen Rate; or


 


(3)            a
public statement or publication of information by the regulatory supervisor for the administrator of the LIBO Screen Rate announcing
that the LIBO Screen Rate is no longer representative.


 


"Benchmark
Transition Start Date" means (a) in the case of a Benchmark Transition Event, the earlier of (i) the applicable
Benchmark Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information
of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information
(or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such
statement or publication) and (b) in the case of an Early Opt-in Election, the date specified by the Administrative Agent
or the Required Lenders, as applicable, by notice to the Borrower, the Administrative Agent (in the case of such notice by the
Required Lenders) and the Lenders.


 


"Benchmark
Unavailability Period" means, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred
with respect to the LIBO Rate and solely to the extent that the LIBO Rate has not been replaced with a Benchmark Replacement, the
period (x) beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement
has replaced the LIBO Rate for all purposes hereunder in accordance with Section 2.14 and (y) ending at the time that
a Benchmark Replacement has replaced the LIBO Rate for all purposes hereunder pursuant to Section 2.14.


 


"Benefit Plan"
means any of (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA) that is subject to Title
I of ERISA, (b) a "plan" as defined in Section 4975 of the Code to which Section 4975 of the Code applies,
(c) any Person whose assets include (for purposes of the Plan Asset Regulations or otherwise for purposes of Title I of ERISA
or Section 4975 of the Code) the assets of any such "employee benefit plan" or "plan" or (d) a Foreign
Plan.


 


"BHC Act Affiliate"
of a party means an "affiliate" (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k))
of such party.


 


"Blocking Regulation"
has the meaning assigned to it in Section 3.21.


 






    -6-


     


    

 


"Borrower"
or "Borrowers" means, individually or collectively, Haynes Parent and each other Person that are joined as a Borrower
hereto in accordance with the terms of this Agreement.


 


"Borrower Representative"
has the meaning assigned to such term in Section 11.01.


 


"Borrowing"
means (a) Revolving Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans,
as to which a single Interest Period is in effect, (b) a Swingline Loan, (c) a Protective Advance and (d) an Overadvance.


 


"Borrowing
Base" means, at any time, the sum of (a) 85% of the Borrowers' Eligible Accounts at such time, plus
(b) the lesser of (i) 70% of the Borrowers' Eligible Inventory, at such time, valued at the lower of cost or market value,
determined on a first-in-first-out basis and (ii) the product of 85% multiplied by the Net Orderly Liquidation Value
percentage identified in the most recent inventory appraisal ordered by the Administrative Agent multiplied by the Borrowers'
Eligible Inventory, valued at the lower of cost or market value, determined on a first-in-first-out basis, minus
(c) Reserves.


 


The maximum amount
of Eligible Work-In-Process which may be included as part of the Borrowing Base shall not exceed an aggregate outstanding amount
equal to forty percent (40%) of the Borrowing Base. The Administrative Agent may, in its Permitted Discretion, reduce the advance
rates set forth above, adjust Reserves or reduce one or more of the other elements used in computing the Borrowing Base, with any
such changes to be effective three (3) days after delivery of notice thereof to the Borrower Representative and the Lenders.
The Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base Certificate delivered to the
Administrative Agent pursuant to Section 5.01(g) of this Agreement.


 


"Borrowing
Base Certificate" means a certificate, signed and certified as accurate and complete by a Financial Officer of the Borrower
Representative, in substantially the form of Exhibit C or another form which is acceptable to the Administrative Agent
in its sole discretion, which certificate shall, among other things as contemplated by Exhibit C, set forth a calculation
of the Borrowing Base at all times during Increased Reporting Period.


 


"Borrowing
Request" means a request by the Borrower Representative for a Borrowing in accordance with Section 2.03.


 


"Burdensome
Restrictions" means any consensual encumbrance or restriction of the type described in clause (a) or (b) of
Section 6.10.


 


"Business Day"
means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required
by law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term "Business Day"
shall also exclude any day on which banks are not open for general business in London.


 


"Capital Expenditures"
means, without duplication, any expenditure or commitment to expend money for any purchase or other acquisition of any asset which
would be classified as a fixed or capital asset on a consolidated balance sheet of Parent and its Subsidiaries prepared in accordance
with GAAP.


 


"Capital Lease
Obligations" of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to
be classified and accounted for as capital leases or financing leases on a balance sheet of such Person under GAAP, and the amount
of such obligations shall be the capitalized amount thereof determined in accordance with GAAP; provided, that Capital Expenditures
shall not include expenditures that would otherwise constitute Capital Expenditures to the extent made with proceeds from insurance
for an insured loss or proceeds from an award of compensation from a condemnation or eminent domain proceeding to replace or restore
the assets that were the subject of the loss giving rise to the payment of such insurance proceeds or the subject of such condemnation
or eminent domain proceeding giving rise to the payment of such award.


 






    -7-


     


    

 


"Cash Dominion
Period" means the period commencing on the day on which either an Event of Default has occurred or Availability, as calculated
by the Administrative Agent, is less than the greater of (a) 15.0% of the Aggregate Revolving Commitments and (b) $15,000,000,
and ending on the day on which no Event of Default has existed for a period of 30 consecutive days and, during such period of 30
consecutive days, the daily Availability, as calculated by the Administrative Agent, is greater than the greater of (a) 15.0%
of the Aggregate Revolving Commitments and (b) $15,000,000; provided, that (A) a Cash Dominion Period may not
be deemed to have ended under this definition on more than two (2) occasions in any period of 365 consecutive days and (B) the
expiration of any Cash Dominion Period in accordance with this definition shall not impair the commencement of any subsequent Cash
Dominion Period.


 


"Change in
Control" means (a) the transfer (in one transaction or a series of transactions) of all or substantially all of the
assets of any Borrower to any Person or group (as such term is used in Section 13(d)(3) of the Exchange Act); (b) the
liquidation or dissolution of Haynes Parent; (c)  the acquisition of ownership, directly or indirectly, beneficially or of
record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder
as in effect on the date hereof), of Equity Interests representing more than 30% of the aggregate ordinary voting power represented
by the issued and outstanding Equity Interests of Haynes Parent; (d) during any period of two (2) consecutive years,
individuals who at the beginning of such period constituted the Board of Directors of Haynes Parent (together with any new directors
whose nomination for election by the stockholders of Haynes Parent was approved by a vote of at least sixty six and two thirds
(66 2/3%) percent of the directors then still in office who were either directors at the beginning of such period or whose election
or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors
of any Borrower then still in office; or (e) Haynes Parent shall cease to own, directly or indirectly, free and clear of all
Liens or other encumbrances, at least 100% of the outstanding voting Equity Interests of the other Loan Parties and each other
Subsidiary on a fully diluted basis.


 


"Change in
Law" means the occurrence after the date of this Agreement (or, with respect to any Lender, such later date on which such
Lender becomes a party to this Agreement) of any of the following: (a) the adoption of or taking effect of any law, rule,
regulation or treaty; (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation
or application thereof by any Governmental Authority; or (c) compliance by any Lender or the Issuing Bank (or, for purposes
of Section 2.15(b), by any lending office of such Lender or by such Lender's or the Issuing Bank's holding company, if any)
with any request, guideline, requirement or directive (whether or not having the force of law) of any Governmental Authority made
or issued after the date of this Agreement; provided that notwithstanding anything herein to the contrary, (x) the
Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder
or issued in connection therewith or in the implementation thereof, and (y) all requests, rules, guidelines, requirements
or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor
or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each
case be deemed to be a "Change in Law", regardless of the date enacted, adopted, issued or implemented.


 


"Charges"
has the meaning assigned to such term in Section 9.17.


 






    -8-


     


    

 


"Class",
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving
Loans, Swingline Loans or Protective Advances or Overadvances.


 





"Code"
means the Internal Revenue Code of 1986, as amended from time to time.


 


"Collateral"
means the "Collateral" as defined in the Security Agreement.


 


"Collateral
Access Agreement" has the meaning assigned to such term in the Security Agreement.


 


"Collateral
Documents" means, collectively, the Security Agreement and any other agreements, instruments and documents executed in
connection with this Agreement that are intended to create, perfect or evidence Liens to secure the Secured Obligations, including,
without limitation, all other security agreements, pledge agreements, mortgages, deeds of trust, loan agreements, notes, guarantees,
subordination agreements, pledges, powers of attorney, consents, assignments, contracts, fee letters, notices, leases, financing
statements and all other written matter whether theretofore, now or hereafter executed by any Loan Party and delivered to the Administrative
Agent.


 


"Collection
Account" has the meaning assigned to such term in the Security Agreement.


 


"Collective
Bargaining Agreements" means individually and collectively, that certain (i) Collective Bargaining Agreement dated
December 21, 2015 between Haynes Parent at its Haynes Arcadia, Louisiana Tubular Facility, and The United Steel, Paper and
Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, AFL-CIO, on behalf of its Local
No. 1505 and (ii) Agreement dated July 1, 2018 between Haynes Parent at its Kokomo, Indiana plant, and United
Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, AFL-CIO on
behalf of its Local Union No. 2958.


 


"Commercial
LC Exposure" means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding commercial Letters
of Credit plus (b) the aggregate amount of all LC Disbursements relating to commercial Letters of Credit that
have not yet been reimbursed by or on behalf of the Borrowers. The Commercial LC Exposure of any Lender at any time shall be its
Applicable Percentage of the aggregate Commercial LC Exposure at such time.


 


"Commitment"
means, with respect to each Lender, the sum of such Lender's Revolving Commitment, together with the commitment of such Lender
to acquire participations in Protective Advances hereunder. The initial amount of each Lender's Commitment is set forth on the
Commitment Schedule, or in the Assignment and Assumption or other documentation or record (as such term is defined in Section 9-102(a)(70)
of the New York Uniform Commercial Code) as provided in Section 9.04(b)(ii)(C), pursuant to which such Lender shall have assumed
its Commitment, as applicable.


 


"Commitment
Fee Rate" means a rate equal to 0.425% per annum.


 


"Commitment
Schedule" means the Schedule attached hereto identified as such.


 


"Commodity
Exchange Act" means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor
statute.


 


"Communications"
has the meaning assigned to such term in Section 8.03(c).


 


"Compliance
Certificate" means a certificate of a Financial Officer of the Borrower Representative in substantially the form of Exhibit D.


 






    -9-


     


    

 


"Compounded
SOFR" means the compounded average of SOFRs for the applicable Corresponding Tenor, with the rate, or methodology for
this rate, and conventions for this rate (which may include compounding in arrears with a lookback and/or suspension period as
a mechanism to determine the interest amount payable prior to the end of each Interest Period) being established by the Administrative
Agent in accordance with:


 


(1)            the
rate, or methodology for this rate, and conventions for this rate selected or recommended by the Relevant Governmental Body for
determining compounded SOFR; provided that:


 


(2)            if,
and to the extent that, the Administrative Agent determines that Compounded SOFR cannot be determined in accordance with clause
(1) above, then the rate, or methodology for this rate, and conventions for this rate that the Administrative Agent determines
in its reasonable discretion are substantially consistent with any evolving or then-prevailing market convention for determining
compounded SOFR for U.S. dollar-denominated syndicated credit facilities at such time;


 


provided, further,
that if the Administrative Agent decides that any such rate, methodology or convention determined in accordance with clause (1) or
clause (2) is not administratively feasible for the Administrative Agent, then Compounded SOFR will be deemed unable to be
determined for purposes of the definition of "Benchmark Replacement."


 


"Connection
Income Taxes" means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that
are franchise Taxes or branch profits Taxes.


 


"Consolidated
Cash Balance" means, at any time, the aggregate amount of cash and cash equivalents, marketable securities, treasury bonds
and bills, certificates of deposit, investments in money market funds, and commercial paper, in each case, held or owned by (either
directly or indirectly), credited to the account of or would otherwise be required to be reflected as an asset on the balance sheet
of the Loan Parties.


 


"Control"
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or otherwise. "Controlling" and "Controlled"
have meanings correlative thereto.


 


"Controlled
Disbursement Account" means, collectively, the following accounts: account #633226055; account #633226089; account #668837839,
and any replacement or additional accounts of the Borrowers maintained with the Administrative Agent as a zero balance, cash management
account pursuant to and under any agreement between a Borrower and the Administrative Agent, as modified and amended from time
to time, and through which all disbursements of a Borrower, any other Loan Party and any designated Subsidiary of a Borrower are
made and settled on a daily basis with no uninvested balance remaining overnight.


 


"Corresponding
Tenor" with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same length
(disregarding business day adjustment) as the applicable tenor for the applicable Interest Period with respect to the LIBO Rate.


 


"Covenant Trigger
Period" means the period commencing on the day on which either an Event of Default has occurred or Availability, as calculated
by the Administrative Agent, is less than the greater of (a) 12.5% of the Aggregate Revolving Commitments and (b) $12,500,000,
and ending on the day on which no Event of Default has existed for a period of 30 consecutive days and, during such period of 30
consecutive days, daily Availability, as calculated by the Administrative Agent, is greater than the greater of (a) 12.5%
of the Aggregate Revolving Commitments and (b) $12,500,000.


 






    -10-


     


    

 


"Covered Entity"
means any of the following:


 


(i)             a
 "covered entity" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);


 


(ii)            a
 "covered bank" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or


 


(iii)           a
 "covered FSI" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).


 


"Covered Party"
has the meaning assigned to it in Section 9.21.


 


"Credit Exposure"
means, as to any Lender at any time, the sum such Lender's Revolving Exposure at such time.


 


"Credit Party"
means the Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender.


 


"DDA Access
Product" means the bank service provided to any Loan Party by JPMCB in its sole discretion consisting of direct access
to schedule payments from the Funding Account by electronic, internet or other access mechanisms that may be agreed upon from time
to time by JPMCB and the funding of such payments under the Loan Borrowing Option in the DDA Access Product Agreement.


 


"DDA Access
Product Agreement" means JPMCB's Treasury Services End of Day Investment & Loan Sweep Service Terms, as in effect
on the date of this Agreement, as the same may be amended from time to time.


 


"Default"
means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured
or waived, become an Event of Default.


 


"Default Right"
has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1,
as applicable.


 


"Defaulting
Lender" means any Lender that (a) has failed, within two Business Days of the date required to be funded or paid,
to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swingline Loans
or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause
(i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender's good
faith determination that a condition precedent to funding (specifically identified and including the particular Default, if any)
has not been satisfied; (b) has notified any Borrower or any Credit Party in writing, or has made a public statement, to the
effect that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing
or public statement indicates that such position is based on such Lender's good faith determination that a condition precedent
(specifically identified and including the particular Default, if any) to funding a Loan under this Agreement cannot be satisfied)
or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after
request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender
that it will comply with its obligations (and is financially able to meet such obligations as of the date of certification) to
fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans under this Agreement, provided
that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party's receipt of such
certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of (i) a
Bankruptcy Event or (ii) a Bail-In Action.


 






    -11-


     


    

 


"De Minimis
Amounts" means any Hazardous Substance either (a) being transported on or from the real property or being stored
for use by any Loan Party or its tenant on the real property within a year from original arrival on the real property in connection
with such Loan Party's current operations or (b) being currently used by a Loan Party or its tenant on real property, in either
case in such quantities and in a manner that both (i) does not constitute a violation or threatened violation of any Environmental
Law or require any reporting or disclosure under any Environmental Law and (ii) is consistent with customary business practice
for such operations in the state where the real property is located.


 


"Disclosed
Matters" means the actions, suits, proceedings and environmental matters disclosed in Schedule 3.06.


 


"Disposition"
or "Dispose" means the sale, transfer, license, lease or other disposition (in one transaction or in a series
of transactions and whether effected pursuant to a Division or otherwise) of any property by any Person (including any sale and
leaseback transaction and any issuance of Equity Interests by a Subsidiary of such Person), including any sale, assignment, transfer
or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.


 


"Dividing Person"
has the meaning assigned to it in the definition of "Division."


 


"Division"
means the division of the assets, liabilities and/or obligations of a Person (the "Dividing Person") among two
or more Persons (whether pursuant to a "plan of division" or similar arrangement), which may or may not include the Dividing
Person and pursuant to which the Dividing Person may or may not survive.


 


"Division Successor"
means any Person that, upon the consummation of a Division of a Dividing Person, holds all or any portion of the assets, liabilities
and/or obligations previously held by such Dividing Person immediately prior to the consummation of such Division. A Dividing Person
which retains any of its assets, liabilities and/or obligations after a Division shall be deemed a Division Successor upon the
occurrence of such Division.


 


"Document"
has the meaning assigned to such term in the Security Agreement.


 


"dollars"
or "$" refers to lawful money of the U.S.


 


"Domestic Subsidiary"
means a Subsidiary organized under the laws of a jurisdiction located in the U.S.


 


"Early Opt-in
Election" means the occurrence of:


 


(1)            (i) a
determination by the Administrative Agent or (ii) a notification by the Required Lenders to the Administrative Agent (with
a copy to the Borrower) that the Required Lenders have determined that U.S. dollar-denominated syndicated credit facilities being
executed at such time, or that include language similar to that contained in Section 2.14 are being executed or amended, as
applicable, to incorporate or adopt a new benchmark interest rate to replace the LIBO Rate, and


 


(2)            (i) the
election by the Administrative Agent or (ii) the election by the Required Lenders to declare that an Early Opt-in Election
has occurred and the provision, as applicable, by the Administrative Agent of written notice of such election to the Borrower and
the Lenders or by the Required Lenders of written notice of such election to the Administrative Agent.


 






    -12-


     


    

 


"EBITDA"
means, for any period, Net Income for such period plus (a) without duplication and to the extent deducted in
determining Net Income for such period, the sum of (i) Interest Expense for such period, (ii) income tax expense for
such period net of tax refunds, (iii) all amounts attributable to depreciation and amortization expense for such period, (iv) any
extraordinary non-cash charges for such period, (v) any other non-cash charges for such period (but excluding any non-cash
charge in respect of an item that was included in Net Income in a prior period and any non-cash charge that relates to the write-down
or write-off of inventory), (vi) non-recurring cash charges for such period, including any payments made to unionized employees
pursuant to the Collective Bargaining Agreements, as to all of such non-recurring cash charges to the extent deducted in the computation
of Net Income of such Person, provided, that, in no event shall the amount of non-recurring cash charges added pursuant
to this clause (vi) exceed $4,000,000 in the aggregate for any fiscal year minus (b) without duplication
and to the extent included in Net Income, (i) any cash payments made during such period in respect of non-cash charges described
in clause (a)(v) taken in a prior period and (ii) any extraordinary gains and any non-cash items of income for such period,
all calculated for Parent and its Subsidiaries on a consolidated basis in accordance with GAAP.


 


"ECP"
means an "eligible contract participant" as defined in Section 1(a)(18) of the Commodity Exchange Act or any regulations
promulgated thereunder and the applicable rules issued by the Commodity Futures Trading Commission and/or the SEC.


 


"EEA Financial
Institution" means (a) any institution established in any EEA Member Country which is subject to the supervision
of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described
in clause (a) of this definition, or (c) any institution established in an EEA Member Country which is a subsidiary of
an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its
parent.


 


"EEA Member
Country" means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 


"EEA Resolution
Authority" means any public administrative authority or any Person entrusted with public administrative authority of any
EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.


 


"Effective
Date" means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with
Section 9.02).


 


"Electronic
Signature" means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and
adopted by a Person with the intent to sign, authenticate or accept such contract or record.


 


"Electronic
System" means any electronic system, including e-mail, e-fax, web portal access for such Borrower and any other Internet
or extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent or any Issuing
Bank and any of its respective Related Parties or any other Person, providing for access to data protected by passcodes or other
security system.


 


"Eligible Accounts"
means, at any time, the Accounts of a Borrower which the Administrative Agent determines in its Permitted Discretion are eligible
as the basis for the extension of Revolving Loans and Swingline Loans and the issuance of Letters of Credit. Without limiting the
Administrative Agent's discretion provided herein, Eligible Accounts shall not include any Account of a Borrower:


 


(a)           which
is not subject to a first priority perfected security interest in favor of the Administrative Agent;


 






    -13-


     


    

 


(b)           which
is subject to any Lien other than (i) a Lien in favor of the Administrative Agent and (ii) a Permitted Encumbrance which
does not have priority over the Lien in favor of the Administrative Agent;


 


(c)           (i) which
is unpaid more than 120 days after the date of the original invoice therefor or more than 60 days after the original due date therefor
or (iii) which has been written off the books of such Borrower or otherwise designated as uncollectible;


 


(d)           which
is owing by an Account Debtor for which more than 50% of the Accounts owing from such Account Debtor and its Affiliates are ineligible
pursuant to clause (c) above;


 


(e)           which
is owing by an Account Debtor to the extent the aggregate amount of Accounts owing from such Account Debtor and its Affiliates
to all Borrowers exceeds 15% of the aggregate amount of Eligible Accounts of all Borrowers;


 


(f)            with
respect to which any covenant, representation or warranty contained in this Agreement or in the Security Agreement has been breached
or is not true;


 


(g)           which
(i) does not arise from the sale of goods or performance of services in the ordinary course of business, (ii) is not
evidenced by an invoice or other documentation satisfactory to the Administrative Agent which has been sent to the Account Debtor,
(iii) represents a progress billing (such that the obligation of the account debtors with respect to such Accounts is conditioned
upon such Borrower's satisfactory completion of any further performance under the agreement giving rise thereto), (iv) is
otherwise contingent upon such Borrower's completion of any further performance, (v) represents a sale on a bill-and-hold,
guaranteed sale, sale-and-return, sale on approval, consignment, cash-on-delivery or any other repurchase or return basis or (vi) relates
to payments of interest;


 


(h)           for
which the goods giving rise to such Account have not been shipped to the Account Debtor or for which the services giving rise to
such Account have not been performed by such Borrower or if such Account was invoiced more than once;


 


(i)            with
respect to which any check or other instrument of payment has been returned uncollected for any reason;


 


(j)            which
is owed by an Account Debtor which has (i) applied for, suffered, or consented to the appointment of any receiver, custodian,
trustee, or liquidator of its assets, (ii) had possession of all or a material part of its property taken by any receiver,
custodian, trustee or liquidator, (iii) filed, or had filed against it, any request or petition for liquidation, reorganization,
arrangement, adjustment of debts, adjudication as bankrupt, winding-up, or voluntary or involuntary case under any state or federal
bankruptcy laws, (iv) admitted in writing its inability, or is generally unable to, pay its debts as they become due, (v) become
insolvent, or (vi) ceased operation of its business;


 


(k)           which
is owed by any Account Debtor which has sold all or substantially all of its assets;


 


(l)            which
is owed by an Account Debtor which (i) does not maintain its chief executive office in the U.S. or Canada or (ii) is
not organized under applicable law of the U.S., any state of the U.S., or the District of Columbia, Canada, or any province of
Canada unless, in any such case, such Account is backed by a Letter of Credit acceptable to the Administrative Agent which is in
the possession of, and is directly drawable by, the Administrative Agent;


 


(m)          which
is owed in any currency other than U.S. dollars;


 






    -14-


     


    

 


(n)           which
is owed by (i) any government (or any department, agency, public corporation, or instrumentality thereof) of any country other
than the U.S. unless such Account is backed by a Letter of Credit acceptable to the Administrative Agent which is in the possession
of, and is directly drawable by, the Administrative Agent, or (ii) any government of the U.S., or any department, agency,
public corporation, or instrumentality thereof, unless the Federal Assignment of Claims Act of 1940, as amended (31 U.S.C. §
3727 et seq. and 41 U.S.C. § 15 et seq.), and any other steps necessary to perfect the Lien of the Administrative
Agent in such Account have been complied with to the Administrative Agent's satisfaction;


 


(o)           which
is owed by any Affiliate of any Loan Party or any employee, officer, director, agent or stockholder of any Loan Party or any of
its Affiliates;


 


(p)           which,
for any Account Debtor, exceeds a credit limit determined by the Administrative Agent in its Permitted Discretion, to the extent
of such excess;


 


(q)           which
is owed by an Account Debtor or any Affiliate of such Account Debtor to which any Loan Party is indebted, but only to the extent
of such indebtedness, or is subject to any security, deposit, progress payment, retainage or other similar advance made by or for
the benefit of an Account Debtor, in each case to the extent thereof;


 


(r)            which
is subject to any counterclaim, deduction, defense, setoff or dispute but only to the extent of any such counterclaim, deduction,
defense, setoff or dispute;


 


(s)           which
is evidenced by any promissory note, chattel paper or instrument;


 


(t)            which
is owed by an Account Debtor (i) located in any jurisdiction which requires filing of a "Notice of Business Activities
Report" or other similar report in order to permit such Borrower to seek judicial enforcement in such jurisdiction of payment
of such Account, unless such Borrower has filed such report or qualified to do business in such jurisdiction or (ii) which
is a Sanctioned Person;


 


(u)           with
respect to which such Borrower has made any agreement with the Account Debtor for any reduction thereof, other than discounts and
adjustments given in the ordinary course of business but only to the extent of any such reduction, or any Account which was partially
paid and such Borrower created a new receivable for the unpaid portion of such Account;


 


(v)           which
does not comply in all material respects with the requirements of all applicable laws and regulations, whether Federal, state or
local, including without limitation the Federal Consumer Credit Protection Act, the Federal Truth in Lending Act and Regulation
Z of the Board;


 


(w)          which
is for goods that have been sold under a purchase order or pursuant to the terms of a contract or other agreement or understanding
(written or oral) that indicates or purports that any Person other than such Borrower has or has had an ownership interest in such
goods, or which indicates any party other than such Borrower as payee or remittance party;


 


(x)           which
was created on cash on delivery terms; or


 


(y)           which
the Administrative Agent determines in its Permitted Discretion may not be paid by reason of the Account Debtor's inability to
pay.


 






    -15-


     


    

 


In the event that an Account of a Borrower
which was previously an Eligible Account ceases to be an Eligible Account hereunder, such Borrower or the Borrower Representative
shall notify the Administrative Agent thereof on and at the time of submission to the Administrative Agent of the next Borrowing
Base Certificate. In determining the amount of an Eligible Account of a Borrower, the face amount of an Account may, in the Administrative
Agent's Permitted Discretion, be reduced by, without duplication, to the extent not reflected in such face amount, (i) the
amount of all accrued and actual discounts, claims, credits or credits pending, promotional program allowances, price adjustments,
finance charges or other allowances (including any amount that such Borrower may be obligated to rebate to an Account Debtor pursuant
to the terms of any agreement or understanding (written or oral)) and (ii) the aggregate amount of all cash received in respect
of such Account but not yet applied by such Borrower to reduce the amount of such Account.


 


"Eligible Inventory"
means, at any time, the Inventory of a Borrower which the Administrative Agent determines in its Permitted Discretion is eligible
as the basis for the extension of Revolving Loans and Swingline Loans and the issuance of Letters of Credit. Without limiting the
Administrative Agent's discretion provided herein, Eligible Inventory of a Borrower shall not include any Inventory:


 


(a)           which
is not subject to a first priority perfected Lien in favor of the Administrative Agent;


 


(b)           which
is subject to any Lien other than (i) a Lien in favor of the Administrative Agent and (ii) a Permitted Encumbrance which
does not have priority over the Lien in favor of the Administrative Agent;


 


(c)           which
is, in the Administrative Agent's opinion as determined in its Permitted Discretion, slow moving, obsolete, unmerchantable, defective,
used, unfit for sale, not salable at prices approximating at least the cost of such Inventory in the ordinary course of business
or unacceptable due to age, type, category and/or quantity;


 


(d)           with
respect to which any covenant, representation or warranty contained in this Agreement or in the Security Agreement has been breached
or is not true and which does not conform to all standards imposed by any Governmental Authority;


 


(e)            in
which any Person other than such Borrower shall (i) have any direct or indirect ownership, interest or title or (ii) be
indicated on any purchase order or invoice with respect to such Inventory as having or purporting to have an interest therein;


 


(f)            which
constitutes spare or replacement parts, subassemblies, packaging and shipping material, manufacturing supplies, samples, prototypes,
displays or display items, bill-and-hold or ship-in-place goods, goods that are returned or marked for return, repossessed goods,
defective or damaged goods, goods held on consignment, or goods which are not of a type held for sale in the ordinary course of
business;


 


(g)           which
is not located in the U.S. or is in transit with a common carrier from vendors and suppliers;


 


(h)           which
is located in any location leased by such Borrower unless (i) the lessor has delivered to the Administrative Agent a Collateral
Access Agreement or (ii) a Reserve for rent, charges and other amounts due or to become due with respect to such facility
has been established by the Administrative Agent in its Permitted Discretion;


 


(i)            which
is located in any third party warehouse or is in the possession of a bailee (including a third party processor) and is not evidenced
by a Document, unless (i) such warehouseman, bailee or third party processor has delivered to the Administrative Agent
a Collateral Access Agreement and such other documentation as the Administrative Agent may require or (ii) an appropriate
Reserve has been established by the Administrative Agent in its Permitted Discretion;


 






    -16-


     


    

 


(j)            [reserved];


 


(k)           which
is a discontinued product or component thereof;


 


(l)            which
is the subject of a consignment by such Borrower as consignor;


 


(m)          which
is perishable;


 


(n)           which
contains or bears any intellectual property rights licensed to such Borrower unless the Administrative Agent is satisfied that
it may sell or otherwise dispose of such Inventory without (i) infringing the rights of such licensor, (ii) violating
any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties
incurred pursuant to sale of such Inventory under the current licensing agreement;


 


(o)           [reserved];


 


(p)           for
which reclamation rights have been asserted by the seller; or


 


(q)           which
has been acquired from a Sanctioned Person.


 


In the event that Inventory
of a Borrower which was previously Eligible Inventory ceases to be Eligible Inventory hereunder, such Borrower or the Borrower
Representative shall notify the Administrative Agent thereof on and at the time of submission to the Administrative Agent of the
next Borrowing Base Certificate.


 


"Eligible Work-In-Process"
means, Eligible Inventory of a Borrower constituting work-in-process. For purposes of clarification, Eligible Work-In Process shall
not include Eligible Inventory constituting semi-finished goods as determined by the Administrative Agent in its Permitted Discretion.


 


"Environmental
Laws" means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to (a) the environment,
(b) preservation or reclamation of natural resources, (c) the management, Release or threatened Release of any Hazardous
Material or (d) health and safety matters.


 


"Environmental
Liability" means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation,
fines, penalties or indemnities), of any Borrower or Subsidiary directly or indirectly resulting from or based upon (a) any
violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any
Hazardous Materials, (c) any exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous
Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability
is assumed or imposed with respect to any of the foregoing.


 


"Equity Interests
 " means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests
in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof
to purchase or acquire any of the foregoing, but excluding any debt securities convertible into any of the foregoing.


 


"ERISA"
means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated
thereunder.


 






    -17-


     


    

 


"ERISA Affiliate"
means any trade or business (whether or not incorporated) that, together with a Borrower, is treated as a single employer under
Section 414(b) or (c) of the Code or Section 4001(14) of ERISA or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.


 


"ERISA Event"
means (a) any "reportable event", as defined in Section 4043 of ERISA or the regulations issued thereunder,
with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the failure to satisfy the
 "minimum funding standard" (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application
for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by any Borrower or any ERISA Affiliate
of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by any Borrower
or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans
or to appoint a trustee to administer any Plan; (f) the incurrence by any Borrower or any ERISA Affiliate of any liability
with respect to the withdrawal or partial withdrawal of any Borrower or any ERISA Affiliate from any Plan or Multiemployer Plan;
or (g) the receipt by any Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from any
Borrower or any ERISA Affiliate of any notice, concerning the imposition upon any Borrower or any ERISA Affiliate of Withdrawal
Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent, in critical status or in reorganization,
within the meaning of Title IV of ERISA.


 


"EU Bail-In
Legislation Schedule" means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor
Person), as in effect from time to time.


 


"Eurodollar",
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bears interest
at a rate determined by reference to the Adjusted LIBO Rate.


 


"Event of Default"
has the meaning assigned to such term in Article VII.


 


"Excluded Swap
Obligation" means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of
the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any
Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures
Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor's failure for any
reason to constitute an ECP at the time the Guarantee of such Guarantor or the grant of such security interest becomes or would
become effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than
one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee
or security interest is or becomes illegal.


 


"Excluded Taxes"
means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment
to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits
Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal
office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political
subdivision thereof) or (ii) that are Other Connection Taxes; (b) in the case of a Lender, U.S. Federal withholding Taxes
imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan, Letter of Credit
or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan, Letter
of Credit or Commitment (other than pursuant to an assignment request by the Borrowers under Section 2.19(b)) or (ii) such
Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.17, amounts with respect
to such Taxes were payable either to such Lender's assignor immediately before such Lender acquired the applicable interest in
a Loan, Letter of Credit or Commitment or to such Lender immediately before it changed its lending office; (c) Taxes attributable
to such Recipient's failure to comply with Section 2.17(f); and (d) any withholding Taxes imposed under FATCA.


 






    -18-


     


    

 


"Extenuating
Circumstance" means any period during which the Administrative Agent has determined in its sole discretion (a) that
due to unforeseen and/or nonrecurring circumstances, it is impractical and/or not feasible to submit or receive a Borrowing Request
or Interest Election Request by email or fax or through Electronic System, and (b) to accept a Borrowing Request or Interest
Election Request telephonically.


 


"FATCA"
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is
substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations
thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation,
rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities
and implementing such Sections of the Code.


 


"Federal Funds
Effective Rate" means, for any day, the rate calculated by the NYFRB based on such day's federal funds transactions by
depositary institutions, as determined in such manner as shall be set forth on the Federal Reserve Bank of New York's Website from
time to time, and published on the next succeeding Business Day by the NYFRB as the effective federal funds rate, provided
that, if the Federal Funds Effective Rate as so determined would be less than zero, such rate shall be deemed to be zero for the
purposes of this Agreement.


 


"Federal Reserve
Bank of New York's Website" means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.


 


"Federal Reserve
Board" means the Board of Governors of the Federal Reserve System of the United States of America.


 


"Financial
Officer" means the chief financial officer, principal accounting officer, treasurer or controller of a Borrower.


 


"Fixed Charge
Coverage Ratio" means, at any date, the ratio of (a) EBITDA minus Unfinanced Capital Expenditures to
(b) Fixed Charges, all calculated for the period of twelve consecutive calendar months ended on such date (or, if such date
is not the last day of a calendar month, ended on the last day of the calendar month most recently ended prior to such date).


 


"Fixed Charges"
means, for any period, without duplication, cash Interest Expense, plus scheduled principal payments on Indebtedness
actually made, plus expenses for taxes paid in cash, plus Restricted Payments paid in cash, plus
Capital Lease Obligation payments, plus cash contributions to any Plan, all calculated for Haynes Parent and its
Subsidiaries on a consolidated basis in accordance with GAAP.


 


"Flood Insurance
Laws" means collectively, (i) the National Flood Insurance Reform Act of 1994 (which comprehensively revised the
National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973) as now or hereafter in effect or any successor
statute thereto, (ii) the Flood Disaster Reform Act of 2004 as now or hereafter in effect or any successor statute thereto,
and (iii) the Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.


 


"Foreign Lender"
means (a) if a Borrower is a U.S. Person, a Lender, with respect to such Borrower, that is not a U.S. Person, and (b) if
a Borrower is not a U.S. Person, a Lender, with respect to such Borrower, that is resident or organized under the laws of a jurisdiction
other than that in which such Borrower is resident for tax purposes.


 






    -19-


     


    

 


"Foreign Plan"
means any retirement, welfare, medical, or similar plan that provides benefits to any employees of a Loan Party who primarily provide
services to a Loan Party outside the United States and Canada and which are not governed by, or not subject to, the laws of the
United States, Canada or any jurisdiction therein.


 


"Foreign Subsidiary"
means any Subsidiary which is not a Domestic Subsidiary.


 


"Funding Account"
has the meaning assigned to such term in Section 4.01(h).


 


"GAAP"
means generally accepted accounting principles in the U.S.


 


"Governmental
Authority" means the government of the U.S., any other nation or any political subdivision thereof, whether state or local,
and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.


 


"Guarantee"
of or by any Person (the "guarantor") means any obligation, contingent or otherwise, of the guarantor guaranteeing
or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the "primary obligor")
in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to
advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities
or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to
maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to
enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter
of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee shall
not include endorsements for collection or deposit in the ordinary course of business.


 


"Guaranteed
Obligations" has the meaning assigned to such term in Section 10.01.


 


"Guarantors"
means all Loan Guarantors and all non-Loan Parties who have delivered an Obligation Guaranty, and the term "Guarantor"
means each or any one of them individually.


 


"Haynes Parent"
means Haynes International, Inc., a Delaware corporation.


 


"Haynes UK"
shall mean Haynes International Ltd., a company organized under the laws of England and Wales, and its successors and assigns.


 


"Hazardous
Materials" means: (a) any substance, material, or waste that is included within the definitions of "hazardous
substances," "hazardous materials," "hazardous waste," "toxic substances," "toxic materials,"
 "toxic waste," or words of similar import in any Environmental Law; (b) those substances listed as hazardous substances
by the United States Department of Transportation (or any successor agency) (49 C.F.R. 172.101 and amendments thereto) or by the
Environmental Protection Agency (or any successor agency) (40 C.F.R. Part 302 and amendments thereto); and (c) any substance,
material, or waste that is petroleum, petroleum-related, or a petroleum by-product, asbestos or asbestos-containing material, polychlorinated
biphenyls, flammable, explosive, radioactive, freon gas, radon, or a pesticide, herbicide, or any other agricultural chemical.


 






    -20-


     


    

 


"IBA"
has the meaning assigned to such term in Section 1.05.


 


"Impacted Interest
Period" has the meaning assigned to such term in the definition of "LIBO Rate".


 


"Increased
Reporting Period" means the period commencing on the day on which either an Event of Default has occurred or Availability,
as calculated by the Administrative Agent, is less than the greater of (a) 15.0% of the Aggregate Revolving Commitments and
(b) $15,000,000, and ending on the day on which no Event of Default has existed for a period of 30 consecutive days and, during
such period of 30 consecutive days, the daily Availability, as calculated by the Administrative Agent, is greater than the greater
of (a) 15.0% of the Aggregate Revolving Commitments and (b) $15,000,000.


 


"Indebtedness"
of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits
or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments,
(c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person
under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations
of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in
the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether
or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all
Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party
in respect of letters of credit and letters of guaranty, (j) all obligations, contingent or otherwise, of such Person in respect
of bankers' acceptances, (k) obligations under any earn-out (which for all purposes of this Agreement shall be valued at the
maximum potential amount payable with respect to such earn-out) and (l) any other Off-Balance Sheet Liability and (m) obligations,
whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions
and modifications thereof and substitutions therefor), under (i) any and all Swap Agreements, and (ii) any and all cancellations,
buy backs, reversals, terminations or assignments of any Swap Agreement transaction. The Indebtedness of any Person shall include
the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person
is liable therefor as a result of such Person's ownership interest in or other relationship with such entity, except to the extent
the terms of such Indebtedness provide that such Person is not liable therefor.


 


"Indemnified
Taxes" means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by, or on account
of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in the foregoing
clause (a) hereof, Other Taxes.


 


"Indemnitee"
has the meaning assigned to such term in Section 9.03(b).


 


"Ineligible
Institution" has the meaning assigned to such term in Section 9.04(b).


 


"Information"
has the meaning assigned to such term in Section 9.12.


 


"Interest Election
Request" means a request by the Borrower Representative to convert or continue a Borrowing in accordance with Section 2.08.


 


"Interest Expense"
means, for any period, total interest expense (including that attributable to Capital Lease Obligations) of Haynes Parent and its
Subsidiaries for such period with respect to all outstanding Indebtedness of Haynes Parent and its Subsidiaries (including all
commissions, discounts and other fees and charges owed with respect to letters of credit and bankers' acceptances and net costs
under Swap Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance with
GAAP), calculated on a consolidated basis for Haynes Parent and its Subsidiaries for such period in accordance with GAAP.


 






    -21-


     


    

 


"Interest Payment
Date" means (a) with respect to any ABR Loan (other than a Swingline Loan), the first day of each calendar month
and the Maturity Date, and (b) with respect to any Eurodollar Loan, the last day of each Interest Period applicable to the
Borrowing of which such Loan is a part (and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months'
duration, each day prior to the last day of such Interest Period that occurs at intervals of three months' duration after the first
day of such Interest Period) and the Maturity Date, and (c) with respect to any Swingline Loan, the day that such Swingline
Loan is required to be repaid and the Maturity Date.


 


"Interest Period"
means, with respect to any Eurodollar Borrowing, the period commencing on the date of such Eurodollar Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or six months thereafter, as the Borrower Representative
may elect; provided, that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period
shall be extended to the next succeeding Business Day unless, such next succeeding Business Day would fall in the next calendar
month, in which case such Interest Period shall end on the next preceding Business Day and (b) any Interest Period that commences
on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar
month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes
hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective
date of the most recent conversion or continuation of such Borrowing.


 


"Interpolated
Rate" means, at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal places as
the LIBO Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest
error) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBO Screen Rate for the
longest period (for which the LIBO Screen Rate is available) that is shorter than the Impacted Interest Period and (b) the
LIBO Screen Rate for the shortest period (for which the LIBO Screen Rate is available) that exceeds the Impacted Interest Period,
in each case, at such time; provided, that if any Interpolated Rate shall be less than 1.00%, such rate shall be deemed
to be 1.00% for purposes of this Agreement.


 


"Inventory"
has the meaning assigned to such term in the Security Agreement.


 


"IRS"
means the United States Internal Revenue Service.


 


"Issuing Bank"
means, individually and collectively, each of JPMCB, in its capacity as the issuer of Letters of Credit hereunder and any other
Lender from time to time designated by the Borrower Representative as an Issuing Bank, with the consent of such Lender and the
Administrative Agent, and their respective successors in such capacity as provided in Section 2.06(i). Any Issuing Bank may,
in its discretion, arrange for one or more Letters of Credit to be issued by its Affiliates, in which case the term "Issuing
Bank" shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate (it being agreed that such
Issuing Bank shall, or shall cause such Affiliate to, comply with the requirements of Section 2.06 with respect to such Letters
of Credit). At any time there is more than one Issuing Bank, all singular references to the Issuing Bank shall mean any Issuing
Bank, either Issuing Bank, each Issuing Bank, the Issuing Bank that has issued the applicable Letter of Credit, or both (or all)
Issuing Banks, as the context may require.


 


"Issuing Bank
Sublimits" means, as of the Effective Date, (a) $5,000,000, in the case of JPMCB and (b) such amount as shall
be designated to the Administrative Agent and the Borrower Representative in writing by an Issuing Bank; provided that any
Issuing Bank shall be permitted at any time to increase or reduce its Issuing Bank Sublimit upon providing five (5) days'
prior written notice thereof to the Administrative Agent and the Borrower Representative.


 






    -22-


     


    

 


"Joinder Agreement"
means a Joinder Agreement in substantially the form of Exhibit E.


 


"JPMCB"
means JPMorgan Chase Bank, N.A., a national banking association, in its individual capacity, and its successors.


 


"LC Collateral
Account" has the meaning assigned to such term in Section 2.06(j).


 


"LC Disbursement"
means any payment made by an Issuing Bank pursuant to a Letter of Credit.


 


"LC Exposure"
means, at any time, the sum of the Commercial LC Exposure and the Standby LC Exposure at such time. The LC Exposure of any Lender
at any time shall be its Applicable Percentage of the aggregate LC Exposure at such time.


 


"Lenders"
means the Persons with Revolving Commitments, or if the Revolving Commitments have terminated or expired, the Persons with Revolving
Exposure, and any other Person that shall have become a Lender hereunder pursuant to Section 2.09 or an Assignment and Assumption
or otherwise, other than any such Person that ceases to be a Lender hereunder pursuant to an Assignment and Assumption or otherwise.
Unless the context otherwise requires, the term "Lenders" includes the Swingline Lender and the Issuing Bank.


 


"Letters of
Credit" means the letters of credit issued pursuant to this Agreement, and the term "Letter of Credit"
means any one of them or each of them singularly, as the context may require.


 


"Letter of
Credit Agreement" has the meaning assigned to it in Section 2.06(b).


 


"LIBO Rate"
means, with respect to any Eurodollar Borrowing for any applicable Interest Period or for any ABR Borrowing, LIBO Screen Rate at
approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period; provided
that, if the LIBO Screen Rate shall not be available at such time for such Interest Period (an "Impacted Interest Period"),
then the LIBO Rate shall be the Interpolated Rate, subject to Section 2.14 in the event that the Administrative Agent shall
conclude that it shall not be possible to determine such Interpolated Rate (which conclusion shall be conclusive and binding absent
manifest error). Notwithstanding the above, to the extent that "LIBO Rate" or "Adjusted LIBO Rate" is used
in connection with an ABR Borrowing, such rate shall be determined as modified by the definition of Alternate Base Rate.


 


"LIBO Screen
Rate" means, for any day and time, with respect to any Eurodollar Borrowing for any Interest Period or for any ABR Borrowing,
the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration
of such rate for Dollars) for a period equal in length to such Interest Period as displayed on such day and time on pages LIBOR01
or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not appear on a Reuters page or
screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such
other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable
discretion); provided that, if the LIBO Screen Rate as so determined would be less than 0.50%, such rate shall be deemed
to be 0.50% for the purposes of this Agreement


 


"Lien"
means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security
interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease
or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating
to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect
to such securities.


 






    -23-


     


    

 


"Loan Borrowing
Option" has the meaning assigned to such term in the DDA Access Product Agreement.


 


"Loan Documents"
means, collectively, this Agreement, any promissory notes issued pursuant to this Agreement, any Letter of Credit Agreement, the
Collateral Documents, each Compliance Certificate, the Loan Guaranty, any Obligation Guaranty, and all other agreements, instruments,
documents and certificates executed and delivered to, or in favor of, the Administrative Agent or any Lender and including all
other pledges, powers of attorney, consents, assignments, contracts, notices, letter of credit agreements, letter of credit applications
and any agreements between the Borrower Representative and the Issuing Bank regarding the Issuing Bank's Issuing Bank Sublimit
or the respective rights and obligations between the applicable Borrower and the Issuing Bank in connection with the issuance by
the Issuing Bank of Letters of Credit, and all other written matter whether heretofore, now or hereafter executed by or on behalf
of any Loan Party, or any employee of any Loan Party, and delivered to the Administrative Agent or any Lender in connection with
this Agreement or the transactions contemplated hereby. Any reference in this Agreement or any other Loan Document to a Loan Document
shall include all appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other modifications
thereto, and shall refer to this Agreement or such Loan Document as the same may be in effect at any and all times such reference
becomes operative.


 


"Loan Guarantor"
means each Loan Party.


 


"Loan Guaranty"
means Article X of this Agreement.


 


"Loan Parties"
means, collectively, Haynes Parent, the Borrowers, the Borrowers' Domestic Subsidiaries and any other Person who becomes a party
to this Agreement pursuant to a Joinder Agreement and their respective successors and assigns, and the term "Loan Party"
shall mean any one of them or all of them individually, as the context may require.


 


"Loans"
means the loans and advances made by the Lenders pursuant to this Agreement, including Swingline Loans, Overadvances and Protective
Advances.


 


"Margin Stock"
means margin stock within the meaning of Regulations T, U and X, as applicable.


 


"Material Adverse
Effect" means a material adverse effect on (a) the business, assets, operations, or condition, financial or otherwise,
of Haynes Parent and its Subsidiaries taken as a whole, (b) the ability of any Loan Party to perform any of its Obligations,
(c) the Collateral, or the Administrative Agent's Liens (on behalf of itself and other Secured Parties) on the Collateral
or the priority of such Liens, or (d) the rights of or benefits available to the Administrative Agent, the Issuing Bank or
the Lenders under any of the Loan Documents. The parties hereto acknowledge and agree that, solely during the fiscal months ending
on and prior to June 30, 2021, any impact on the Borrowers and the other Loan Parties resulting from events or circumstances
in effect as of the date hereof and disclosed in Haynes Parent's public filings made with the SEC in the fiscal year 2020 and prior
to the date hereof, including, without limitation, it's most recently filed 8-K, as a result of the global disease pandemic involving
the virus commonly referred to as COVID-19, and to the extent such events and circumstances do not disproportionately impact the
Borrowers and the other Loan Parties when compared to their competitors and/or other business operations of their industry, will
be disregarded for purposes of determining whether a Material Adverse Effect has occurred under the Credit Agreement.


 






    -24-


     


    

 


"Material Indebtedness"
means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any
one or more of the Loan Parties in an aggregate principal amount exceeding $5,000,000. For purposes of determining Material Indebtedness,
the "principal amount" of the obligations of the Loan Parties in respect of any Swap Agreement at any time shall be the
maximum aggregate amount (giving effect to any netting agreements) that such Loan Party would be required to pay if such Swap Agreement
were terminated at such time.


 





"Maturity Date"
means October 19, 2023 or any earlier date on which the Commitments are reduced to zero or otherwise terminated pursuant to
the terms hereof.


 


"Maximum Rate"
has the meaning assigned to such term in Section 9.17.


 


"Moody's"
means Moody's Investors Service, Inc.


 


"Multiemployer
Plan" means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.


 


"Net Income"
means, for any period, the consolidated net income (or loss) of Haynes Parent and its Subsidiaries, determined on a consolidated
basis in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any Person accrued
prior to the date it becomes a Subsidiary or is merged into or consolidated with Haynes Parent or any of its Subsidiaries and (b) the
income (or deficit) of any Person (other than a Subsidiary) in which Haynes Parent or any of its Subsidiaries has an ownership
interest, except to the extent that any such income is actually received by Haynes Parent or such Subsidiary in the form of dividends
or similar distributions.


 


"Net Orderly
Liquidation Value" means, with respect to Inventory of any Person, the orderly liquidation value thereof as determined
in a manner acceptable to the Administrative Agent in its Permitted Discretion by an appraiser acceptable to the Administrative
Agent, net of all costs of liquidation thereof.


 


"Non-Consenting
Lender" has the meaning assigned to such term in Section 9.02(d).


 


"NYFRB"
means the Federal Reserve Bank of New York.


 


"NYFRB Rate"
means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank
Funding Rate in effect on such day(or for any day that is not a Business Day, for the immediately preceding Business Day); provided
that if none of such rates are published for any day that is a Business Day, the term "NYFRB Rate" means the rate for
a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker
of recognized standing selected by it; provided, further, that if any of the aforesaid rates as so determined would
be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.


 


"Obligated
Party" has the meaning assigned to such term in Section 10.02.


 


"Obligation
Guaranty" means any Guarantee of all or any portion of the Secured Obligations executed and delivered to the Administrative
Agent for the benefit of the Secured Parties by a guarantor who is not a Loan Party.


 


"Obligations"
means all unpaid principal of and accrued and unpaid interest on the Loans, all LC Exposure, all accrued and unpaid fees and all
expenses, reimbursements, indemnities and other obligations and indebtedness (including interest and fees accruing during the pendency
of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding),
obligations and liabilities of any of the Loan Parties to any of the Lenders, the Administrative Agent, the Issuing Bank or any
indemnified party, individually or collectively, existing on the Effective Date or arising thereafter, direct or indirect, joint
or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract,
operation of law or otherwise, arising or incurred under this Agreement or any of the other Loan Documents or in respect of any
of the Loans made or reimbursement or other obligations incurred or any of the Letters of Credit or other instruments at any time
evidencing any thereof.


 






    -25-


     


    

 


"OFAC"
means the Office of Foreign Assets Control of the United States Department of the Treasury.


 


"Off-Balance
Sheet Liability" of a Person means (a) any repurchase obligation or liability of such Person with respect to accounts
or notes receivable sold by such Person, (b) any indebtedness, liability or obligation under any so-called "synthetic
lease" transaction entered into by such Person, or (c) any indebtedness, liability or obligation arising with respect
to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a
liability on the balance sheet of such Person (other than operating leases).


 


"Other Connection
Taxes" means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such
Recipient and the jurisdiction imposing such Taxes (other than a connection arising from such Recipient having executed, delivered,
become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged
in any other transaction pursuant to, or enforced, any Loan Document, or sold or assigned an interest in any Loan, Letter of Credit
or any Loan Document).


 


"Other Taxes"
means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment
made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security
interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed
with respect to an assignment (other than an assignment made pursuant to Section 2.19).


 


"Overadvance"
has the meaning assigned to such term in Section 2.05(b).


 


"Overnight
Bank Funding Rate" means, for any day, the rate comprised of both overnight federal funds and overnight Eurodollar borrowings
by U.S.-managed banking offices of depository institutions (as such composite rate shall be determined by the NYFRB as set forth
on the Federal Reserve Bank of New York's Website from time to time) and published on the next succeeding Business Day by the NYFRB
as an overnight bank funding rate.


 


"Paid in Full"
or "Payment in Full" means, (a) the indefeasible payment in full in cash of all outstanding Loans and LC
Disbursements, together with accrued and unpaid interest thereon, (b) the termination, expiration, or cancellation and return
of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative
Agent of a cash deposit, or at the discretion of the Administrative Agent a backup standby letter of credit satisfactory to the
Administrative Agent and the Issuing Bank, in an amount equal to 105% of the LC Exposure as of the date of such payment), (c) the
indefeasible payment in full in cash of the accrued and unpaid fees, (d) the indefeasible payment in full in cash of all reimbursable
expenses and other Secured Obligations (other than Unliquidated Obligations for which no claim has been made and other obligations
expressly stated to survive such payment and termination of this Agreement), together with accrued and unpaid interest thereon,
(e) the termination of all Commitments, and (f) the termination of the Swap Agreement Obligations and the Banking Services
Obligations or entering into other arrangements satisfactory to the Secured Parties counterparties thereto.


 






    -26-


     


    

 



 


"Parent"
means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.


 


"Participant"
has the meaning assigned to such term in Section 9.04(c).


 


"Participant
Register" has the meaning assigned to such term in Section 9.04(c).


 


"Payment Condition"
shall be deemed to be satisfied in connection with a Restricted Payment, investment or Permitted Acquisition if:


 


(a)           no
Event of Default has occurred and is continuing or would result immediately after giving effect to such Restricted Payment, investment
or Permitted Acquisition;


 


(b)           immediately
after giving effect to and at all times during the 60-day period immediately prior to such Restricted Payment, investment or Permitted
Acquisition, the Borrowers shall have (i) (A) Availability calculated on a pro forma basis after giving effect to such
Restricted Payment, investment or Permitted Acquisition of not less than 20% of the Revolving Commitment and (B) a Fixed
Charge Coverage Ratio for the trailing twelve months calculated on a pro forma basis after giving effect to such Restricted Payment,
investment or Permitted Acquisition of not less than 1.00 to 1.00 or (ii) Availability calculated on a pro forma basis after
giving effect to such Restricted Payment, investment or Permitted Acquisition of not less than 25% of the Revolving Commitment;
and


 


(c)           the
Borrower Representative shall have delivered to the Administrative Agent a certificate in form and substance reasonably satisfactory
to the Administrative Agent certifying as to the items described in (a) and (b) above and attaching calculations for
item (b).


 


"PBGC"
means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.


 


"Permitted
Acquisition" means any Acquisition by any Loan Party in a transaction that satisfies each of the following requirements:


 


(a)            such
Acquisition is not a hostile or contested acquisition;


 


(b)            the
business acquired in connection with such Acquisition is not engaged, directly or indirectly, in any line of business other than
the businesses in which the Loan Parties are engaged on the Effective Date and any business activities that are substantially
similar, related, or incidental thereto;


 


(c)            with
respect to any Acquisition where the total consideration (including maximum potential total amount of all deferred payment obligations
and Indebtedness assumed or incurred) is $10,000,000 or greater, as soon as available, but not less than thirty (30) days prior
to such Acquisition, the Borrower Representative has provided the Administrative Agent (i) notice of such Acquisition and
(ii) a copy of all business and financial information reasonably requested by the Administrative Agent including pro forma
financial statements, statements of cash flow, and Availability projections;


 


(d)            if
the Accounts and Inventory acquired in connection with such Acquisition are proposed to be included in the determination of the
Borrowing Base, the Administrative Agent shall have conducted an appraisal and field examination of such Accounts and Inventory,
the results of which shall be satisfactory to the Administrative Agent;


 






    -27-


     


    

 


(e)            if
such Acquisition is an acquisition of the Equity Interests of a Person, such Acquisition is structured so that the acquired Person
shall become a Wholly-Owned Subsidiary of a Borrower and a Loan Party pursuant to the terms of this Agreement;


 


(f)             if
such Acquisition is an acquisition of Equity Interests, such Acquisition will not result in any violation of Regulation U;


 


(g)            no
Loan Party shall, as a result of or in connection with any such Acquisition, assume or incur any direct or contingent liabilities
(whether relating to environmental, tax, litigation, or other matters) that could have a Material Adverse Effect;


 


(h)            in
connection with an Acquisition of the Equity Interests of any Person, except with respected to acquired Indebtedness permitted
under 6.01(m) and Liens permitted under 6.01(e), all Liens on property of such Person shall be terminated unless the Administrative
Agent and the Lenders in their sole discretion consent otherwise, and in connection with an Acquisition of the assets of any Person,
all Liens on such assets shall be terminated;


 


(i)             the
Payment Conditions shall have been satisfied;


 


(j)             all
actions required to be taken with respect to any newly acquired or formed Wholly-Owned Subsidiary of a Borrower or a Loan Party,
as applicable, required under Section 5.14 shall have been taken; and


 


(k)            the
Borrower Representative shall have delivered to the Administrative Agent the final executed material documentation relating to
such Acquisition within five (5) days following the consummation thereof.


 


"Permitted
Discretion" means a determination made in good faith and in the exercise of reasonable (from the perspective of a secured
asset-based lender) business judgment.


 


"Permitted
Encumbrances" means:


 


(a)           Liens
imposed by law for Taxes that are not yet due or are being contested in compliance with Section 5.04;


 


(b)           carriers',
warehousemen's, mechanics', materialmen's, repairmen's and other like Liens imposed by law, arising in the ordinary course of
business and securing obligations that are not overdue by more than thirty (30) days or are being contested in compliance with
Section 5.04;


 


(c)           pledges
and deposits made in the ordinary course of business (i) in compliance with workers' compensation, unemployment insurance
and other social security laws or regulations or (ii) securing liability for reimbursement of indemnification obligations
of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing
property, casualty or liability insurance to the Loan Parties and their respective Subsidiaries;


 


(d)           deposits
to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds
and other obligations of a like nature, in each case in the ordinary course of business;


 


(e)           pledges
or deposits of money securing statutory obligations under workmen's compensation, unemployment insurance, social security or public
liability laws or similar legislation (excluding Liens under ERISA);


 






    -28-


     


    

 


(f)            judgment
Liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII; and


 


(g)           easements,
zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course
of business that do not secure any monetary obligations and do not materially detract from the value of the affected property
or interfere with the ordinary conduct of business of any Borrower or any Subsidiary;


 


provided that the term "Permitted
Encumbrances" shall not include any Lien securing Indebtedness, except with respect to clause (e) above.


 


"Permitted
Investments" means:


 


(a)           direct
obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the U.S. (or by any agency
thereof to the extent such obligations are backed by the full faith and credit of the U.S.), in each case maturing within one
year from the date of acquisition thereof;


 


(b)           investments
in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the
highest credit rating obtainable from S&P or from Moody's;


 


(c)           investments
in certificates of deposit, banker's acceptances and time deposits maturing within 180 days from the date of acquisition thereof
issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial
bank organized under the laws of the U.S. or any State thereof which has a combined capital and surplus and undivided profits
of not less than $500,000,000;


 


(d)           fully
collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above
and entered into with a financial institution satisfying the criteria described in clause (c) above; and


 


(e)           money
market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment
Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody's and (iii) have portfolio assets of at least $5,000,000,000.


 


"Person"
means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.


 


"Plan"
means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA
or Section 412 of the Code or Section 302 of ERISA, and in respect of which any Borrower or any ERISA Affiliate is (or,
if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.


 


"Plan Asset
Regulations" means 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as amended from time
to time.


 


"Prime Rate"
means the rate of interest last quoted by The Wall Street Journal as the "Prime Rate" in the U.S. or, if The Wall Street
Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve
Statistical Release H.15 (519) (Selected Interest Rates) as the "bank prime loan" rate or, if such rate is no longer
quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal
Reserve Board (as determined by the Administrative Agent). Each change in the Prime Rate shall be effective from and including
the date such change is publicly announced or quoted as being effective.


 






    -29-


     


    

 


"Projections"
has the meaning assigned to such term in Section 5.01(f).


 


"Protective
Advance" has the meaning assigned to such term in Section 2.04.


 


"PTE"
means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from
time to time.


 


"QFC"
has the meaning assigned to the term "qualified financial contract" in, and shall be interpreted in accordance with,
12 U.S.C. 5390(c)(8)(D).


 


"QFC Credit
Support" has the meaning assigned to it in Section 9.21.


 


"Qualified
ECP Guarantor" means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000
at the time the relevant Loan Guaranty or grant of the relevant security interest becomes or would become effective with respect
to such Swap Obligation or such other person as constitutes an "eligible contract participant" under the Commodity Exchange
Act or any regulations promulgated thereunder and can cause another person to qualify as an "eligible contract participant"
at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


"Recipient"
means, as applicable, (a) the Administrative Agent, (b) any Lender and (c) any Issuing Bank, or any combination
thereof (as the context requires).


 


"Refinance
Indebtedness" has the meaning assigned to such term in Section 6.01(f).


 


"Register"
has the meaning assigned to such term in Section 9.04(b).


 


"Regulation
D" means Regulation D of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations
thereunder or thereof.


 


"Regulation
T" means Regulation T of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations
thereunder or thereof.


 


"Regulation
U" means Regulation U of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations
thereunder or thereof.


 


"Regulation
X" means Regulation X of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations
thereunder or thereof.


 


"Related Parties"
means, with respect to any specified Person, such Person's Affiliates and the respective directors, officers, partners, members,
trustees, employees, agents, administrators, managers, representatives and advisors of such Person and such Person's Affiliates.


 


"Release"
means any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, migrating,
disposing or dumping of any substance into the environment.


 


"Relevant
Governmental Body" means the Federal Reserve Board and/or the NYFRB, or a committee officially endorsed or convened by
the Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto.


 






    -30-


     


    

 


"Report"
means reports prepared by the Administrative Agent or another Person showing the results of appraisals, field examinations or
audits pertaining to the assets of the Borrowers from information furnished by or on behalf of the Borrowers, after the Administrative
Agent has exercised its rights of inspection pursuant to this Agreement, which Reports may be distributed to the Lenders by the
Administrative Agent.


 


"Required
Lenders" means, subject to Section 2.20, at any time prior to the earlier of the Loans becoming due and payable
pursuant to Article VII or the Commitments terminating or expiring, Lenders having Revolving Exposures and Unfunded Commitments
representing more than 50% of the sum of the Aggregate Credit Exposure and Unfunded Commitments at such time; provided
that, as long as there are two or more Lenders, Required Lenders shall mean at least two unaffiliated Lenders.


 


"Requirement
of Law" means, with respect to any Person, (a) the charter, articles or certificate of organization or incorporation
and bylaws or operating, management or partnership agreement, or other organizational or governing documents of such Person and
(b) any statute, law (including common law), treaty, rule, regulation, code, ordinance, order, decree, writ, judgment, injunction
or determination of any arbitrator or court or other Governmental Authority (including Environmental Laws), in each case applicable
to or binding upon such Person or any of its property or to which such Person or any of its property is subject


 


"Reserves"
means any and all reserves which the Administrative Agent deems necessary, in its Permitted Discretion, to maintain (including,
without limitation, an availability reserve, reserves for accrued and unpaid interest on the Secured Obligations, Banking Services
Reserves, volatility reserves, reserves for rent at locations leased by any Loan Party and for consignee's, warehousemen's and
bailee's charges (provided, that, such Reserves will not exceed the aggregate of the amounts payable to such owners, lessors,
consignees, warehouseman and bailees for the next three (3) months from any such time and including in each case amounts,
if any, then outstanding and unpaid owed by any Loan Party to such owners, lessors, consignees, warehouseman and bailees, but
such limitations will only apply so long as no Event of Default exists or has occurred and is continuing), reserves for dilution
of Accounts, reserves for Inventory shrinkage, reserves for customs charges and shipping charges related to any Inventory in transit,
reserves for Swap Agreement Obligations, reserves for contingent liabilities of any Loan Party, reserves for uninsured losses
of any Loan Party, reserves for uninsured, underinsured, un-indemnified or under-indemnified liabilities or potential liabilities
with respect to any litigation and reserves for taxes, fees, assessments, and other governmental charges) with respect to the
Collateral or any Loan Party. To the extent the Administrative Agent may revise the lending formulas used to determine the Borrowing
Base or establish new criteria or revise existing criteria for Eligible Accounts or Eligible Inventory so as to address any circumstances,
condition, event or contingency in a manner satisfactory to the Administrative Agent, the Administrative Agent shall not establish
a Reserve for the same purpose. The amount of any Reserve established by the Administrative Agent shall have a reasonable relationship
to the event, condition or other matter which is the basis for such reserve as determined by the Administrative Agent in good
faith. In the event that the event, condition or other matter giving rise to the establishment of any Reserve shall cease to exist
for a period of thirty (30) consecutive days (unless there is a reasonable prospect that such event, condition or other matter
will occur again within a reasonable period of time thereafter), the Reserve established pursuant to such event, condition or
other matter, shall be discontinued.


 


"Resolution
Authority" means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.


 


"Responsible
Officer" means the president, Financial Officer or other executive officer of a Borrower.


 






    -31-


     


    

 


"Restricted
Payment" means any dividend or other distribution (whether in cash, securities or other property) with respect to any
Equity Interests in Haynes Parent or any Subsidiary, or any payment (whether in cash, securities or other property), including
any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination
of any such Equity Interests or any option, warrant or other right to acquire any such Equity Interests.


 


"Revolving
Commitment" means, with respect to each Lender, the amount set forth on the Commitment Schedule opposite such Lender's
name, or in the Assignment and Assumption or other documentation or record (as such term is defined in Section 9-102(a)(70)
of the New York Uniform Commercial Code) as provided in Section 9.04(b)(ii)(C) pursuant to which such Lender shall have
assumed its Revolving Commitment, as applicable, as such Revolving Commitment may be reduced or increased from time to time pursuant
to (a) Section 2.09 and (b) assignments by or to such Lender pursuant to Section 9.04; provided, that
at no time shall the Revolving Exposure of any Lender exceed its Revolving Commitment. The initial aggregate amount of the Lenders'
Revolving Commitment is $100,000,000.


 


"Revolving
Exposure" means, with respect to any Lender at any time, the sum of (a) the outstanding principal amount
of such Lender's Revolving Loans, its LC Exposure and its Swingline Exposure at such time, plus (b) an amount equal to its
Applicable Percentage of the aggregate principal amount of Protective Advances outstanding at such time, plus (c) an amount
equal to its Applicable Percentage of the aggregate principal amount of Overadvances outstanding at such time.


 


"Revolving
Loan" means a Loan made pursuant to Section 2.01(a).


 


"S&P"
means Standard & Poor's Ratings Services, a Standard & Poor's Financial Services LLC business.


 


"Sale and
Leaseback Transaction" has the meaning assigned to such term in Section 6.06.


 


"Sanctioned
Country" means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (at
the time of this Agreement, Crimea, Cuba, Iran, North Korea and Syria).


 


"Sanctioned
Person" means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained
by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State , the United Nations
Security Council, the European Union or any European Union member state, Her Majesty's Treasury of the United Kingdom or other
relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Country, (c) any Person
owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b), or (d) any Person otherwise
the subject of any Sanctions.


 


"Sanctions"
means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the
U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or
the U.S. Department of State, or (b) the United Nations Security Council, the European Union, any European Union member state,
Her Majesty's Treasury of the United Kingdom or other relevant sanctions authority.


 


"SEC"
means the Securities and Exchange Commission of the U.S.


 


"Secured Obligations"
means all Obligations, together with all (a) Banking Services Obligations and (b) Swap Agreement Obligations owing to
one or more Lenders or their respective Affiliates; provided, however, that the definition of "Secured Obligations"
shall not create any guarantee by any Guarantor of (or grant of security interest by any Guarantor to support, as applicable)
any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor.


 






    -32-


     


    

 


"Secured Parties"
means (a) the Administrative Agent, (b) the Lenders, (c)  each Issuing Bank, (d) each provider of Banking
Services, to the extent the Banking Services Obligations in respect thereof constitute Secured Obligations, (e) each counterparty
to any Swap Agreement, to the extent the obligations thereunder constitute Secured Obligations, (f) the beneficiaries of
each indemnification obligation undertaken by any Loan Party under any Loan Document, and (g) the successors and assigns
of each of the foregoing.


 


"Security
Agreement" means that certain Pledge and Security Agreement (including any and all supplements thereto), dated as of
the date hereof, among the Loan Parties and the Administrative Agent, for the benefit of the Administrative Agent and the other
Secured Parties, and any other pledge or security agreement entered into, after the date of this Agreement by any other Loan Party
(as required by this Agreement or any other Loan Document) or any other Person for the benefit of the Administrative Agent and
the other Secured Parties, as the same may be amended, restated, supplemented or otherwise modified from time to time.


 


"Settlement"
has the meaning assigned to such term in Section 2.05(d).


 


"Settlement
Date" has the meaning assigned to such term in Section 2.05(d).


 


"SOFR"
with respect to any day means the secured overnight financing rate published for such day by the NYFRB, as the administrator of
the benchmark (or a successor administrator), on the Federal Reserve Bank of New York's Website.


 


"SOFR-Based
Rate" means SOFR, Compounded SOFR or Term SOFR.


 


"Specified
Powder Processor" means third party manufacturers of alloy powders.


 


"Specified
Powder Processor Licenses" means the grant by a Borrower to a Specified Powder Processor of a non-exclusive license for
the use of Intellectual Property owned by such Borrower in connection with Inventory sold by such Borrower to the Specified Powder
Processor and used by the Specified Powder Processor in the making of alloy powders which are then sold to customers of the Specified
Powder Processor in the ordinary course of business or repurchased by a Borrower.


 


"Standby LC
Exposure" means, at any time, the sum of (a) the aggregate undrawn amount of all standby Letters of Credit outstanding
at such time plus (b) the aggregate amount of all LC Disbursements relating to standby Letters of Credit that
have not yet been reimbursed by or on behalf of the Borrowers at such time. The Standby LC Exposure of any Lender at any time
shall be its Applicable Percentage of the aggregate Standby LC Exposure at such time.


 


"Statements"
has the meaning assigned to such term in Section 2.18(f).


 


"Statutory
Reserve Rate" means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator
of which is the number one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or
supplemental reserves) established by the Federal Reserve Board to which the Administrative Agent is subject with respect
to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as "Eurocurrency liabilities" in Regulation D).
Such reserve percentages shall include those imposed pursuant to Regulation D of the Board. Eurodollar Loans shall be deemed
to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration,
exemptions or offsets that may be available from time to time to any Lender under Regulation D of the Board or any comparable
regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve
percentage.


 






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"Subordinated
Indebtedness" of a Person means any Indebtedness of such Person the payment of which is subordinated to payment of the
Secured Obligations to the written satisfaction of the Administrative Agent.


 


"subsidiary"
means, with respect to any Person (the "parent") at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with those of the parent in the parent's consolidated
financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other
corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership
interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership,
more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of
such date, otherwise Controlled, by the parent and/or one or more subsidiaries of the parent.


 


"Subsidiary"
means any direct or indirect subsidiary of Haynes Parent or a Loan Party, as applicable.


 


"Supermajority
Lenders" means, subject to Section 2.20, at any time prior to the earlier of the Loans becoming due and payable
pursuant to Article VII or the Commitments terminating or expiring, Lenders having Revolving Exposures and Unfunded Commitments
representing at least 66 2/3% of the sum of the Aggregate Credit Exposure and Unfunded Commitments at such time; provided that,
as long as there are two or more Lenders, Supermajority Lenders shall mean at least two unaffiliated Lenders.


 


"Supported
QFC" has the meaning assigned to it in Section 9.21.


 


"Swap Agreement"
means any agreement with respect to any swap, forward, spot, future, credit default or derivative transaction or option or similar
agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities,
or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction
or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on
account of services provided by current or former directors, officers, employees or consultants of the Borrowers or the Subsidiaries
shall be a Swap Agreement.


 


"Swap Agreement
Obligations" means any and all obligations of the Loan Parties and their Subsidiaries, whether absolute or contingent
and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof
and substitutions therefor), under (a) any and all Swap Agreements permitted hereunder with a Lender or an Affiliate of a
Lender, and (b) any and all cancellations, buy backs, reversals, terminations or assignments of any Swap Agreement transaction
permitted hereunder with a Lender or an Affiliate of a Lender.


 


"Swap Obligation"
means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes
a "swap" within the meaning of section 1a(47) of the Commodity Exchange Act or any rules or regulations promulgated
thereunder.


 


"Swingline
Commitment" means the amount set forth opposite JPMCB's name on the Commitment Schedule as Swingline Commitment.


 


"Swingline
Exposure" means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline
Exposure of any Lender at any time shall be its Applicable Percentage of the total Swingline Exposure at such time.


 






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"Swingline
Lender" means JPMCB, in its capacity as lender of Swingline Loans hereunder. Any consent required of the Administrative
Agent or the Issuing Bank shall be deemed to be required of the Swingline Lender and any consent given by JPMCB in its capacity
as Administrative Agent or Issuing Bank shall be deemed given by JPMCB in its capacity as Swingline Lender.


 


"Swingline
Loan" has the meaning assigned to such term in Section 2.05(a).


 


"Syndication
Agent" means JPMCB.


 


"Target Balance"
has the meaning assigned to such term in the DDA Access Product Agreement.


 


"Taxes"
means any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), value
added taxes, or any other goods and services, use or sales taxes, assessments, fees or other charges imposed by any Governmental
Authority, including any interest, additions to tax or penalties applicable thereto.


 


"Term SOFR"
means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.


 


"Timet"
shall mean Titanium Metals Corporation, a Delaware corporation, and its successors and assigns.


 


"Timet Closing
Date" shall mean November 17, 2006.


 


"Timet Collateral"
shall mean, collectively, the Mill, the Contract Rights, the Equipment, the Intellectual Property for Titanium Conversion Services,
the Real Estate and all Proceeds thereof to the extent subject to the security interest and lien of Timet under the Timet Security
Agreement as in effect on the Timet Closing Date. Each of the capitalized terms used in this definition of the term "Timet
Collateral" shall have the meanings assigned in Section 1 of the Timet Security Agreement as in effect on the Timet
Closing Date.


 


"Timet Conversion
Agreement" shall mean the Conversion Services Agreement, dated the Timet Closing Date, by and between Haynes Parent and
Timet, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced in
accordance with the terms of this Agreement.


 


"Timet Documents"
shall mean, collectively, the Timet Conversion Agreement, the Timet Security Agreement and the Timet Option Note, as the same
now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced in accordance with the
terms of this Agreement.


 


"Timet Option
Note" shall mean the secured promissory note made by Haynes Parent in favor of Timet in an aggregate principal amount
of not more than $12,000,000 pursuant to the Timet Documents, substantially in the form delivered to the Administrative Agent
prior to the Effective Date and as the same may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced
in accordance with the terms of this Agreement.


 


"Timet Security
Agreement" shall mean the Access and Security Agreement, dated the Timet Closing Date, by and between Haynes Parent and
Timet, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced in
accordance with the terms of this Agreement.


 






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"Transactions"
means the execution, delivery and performance by the Borrowers of this Agreement and the other Loan Documents, the borrowing of
Loans and other credit extensions, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.


 


"Type",
when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising
such Borrowing, is determined by reference to the Adjusted LIBO Rate or the ABR.


 


"UCC"
means the Uniform Commercial Code as in effect from time to time in the State of Illinois or in any other state the laws of which
are required to be applied in connection with the issue of perfection of security interests.


 


"UK Financial
Institution" means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time)
promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook
(as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions
and investment firms, and certain affiliates of such credit institutions or investment firms.


 


"UK Resolution
Authority" means the Bank of England or any other public administrative authority having responsibility for the resolution
of any UK Financial Institution.


 


"Unadjusted
Benchmark Replacement" means the Benchmark Replacement excluding the Benchmark Replacement Adjustment; provided
that, if the Unadjusted Benchmark Replacement as so determined would be less than 1.00%, the Unadjusted Benchmark Replacement
will be deemed to be 1.00% for the purposes of this Agreement.


 


"Unfinanced
Capital Expenditures" means, for any period, Capital Expenditures made during such period which are not financed from
the proceeds of any Indebtedness (other than the Revolving Loans; it being understood and agreed that, to the extent any Capital
Expenditures are financed with Revolving Loans, such Capital Expenditures shall be deemed Unfinanced Capital Expenditures).


 


"Unfunded
Commitment" means, with respect to each Lender, the Revolving Commitment of such Lender less its Revolving
Exposure.


 


"Unliquidated
Obligations" means, at any time, any Secured Obligations (or portion thereof) that are contingent in nature or unliquidated
at such time, including any Secured Obligation that is: (a) an obligation to reimburse a bank for drawings not yet made under
a letter of credit issued by it; (b) any other obligation (including any guarantee) that is contingent in nature at such
time; or (c) an obligation to provide collateral to secure any of the foregoing types of obligations.


 


"U.S."
means the United States of America.


 


"U.S. Person"
means a "United States person" within the meaning of Section 7701(a)(30) of the Code.


 


"U.S. Special
Resolution Regime" has the meaning assigned to it in Section 9.21.


 


"U.S. Tax
Compliance Certificate" has the meaning assigned to such term in Section 2.17(f)(ii)(B)(3).


 


"USA PATRIOT
Act" means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
Act of 2001.


 






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"Withdrawal
Liability" means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer
Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.


 


"Write-Down
and Conversion Powers" means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers
of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which
write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United
Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the
form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert
all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such
contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of
that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.


 


SECTION 1.02     Classification
of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g.,
a "Revolving Loan") or by Type (e.g., a "Eurodollar Loan") or by Class and Type (e.g.,
a "Eurodollar Revolving Loan"). Borrowings also may be classified and referred to by Class (e.g., a "Revolving
Borrowing") or by Type (e.g., a "Eurodollar Borrowing") or by Class and Type (e.g., a "Eurodollar
Borrowing").


 


SECTION 1.03     Terms
Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include",
 "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The
word "law" shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official
rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply) and all judgments,
orders and decrees of all Governmental Authorities. The word "will" shall be construed to have the same meaning and
effect as the word "shall". Unless the context requires otherwise (a) any definition of or reference to any agreement,
instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time
to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements
or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed
as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor
laws), (c) any reference herein to any Person shall be construed to include such Person's successors and assigns (subject
to any restrictions on assignments set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority
that shall have succeeded to any or all functions thereof, (d) the words "herein", "hereof" and "hereunder",
and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision
hereof, (e) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement, (f) any reference in any definition to the phrase "at any
time" or "for any period" shall refer to the same time or period for all calculations or determinations within
such definition, and (g) the words "asset" and "property" shall be construed to have the same meaning
and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and
contract rights.


 






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SECTION 1.04     Accounting
Terms; GAAP.


 


(a)            Except
as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP,
as in effect from time to time; provided that, if after the date hereof there occurs any change in GAAP or in the application
thereof on the operation of any provision hereof and the Borrower Representative notifies the Administrative Agent that the Borrowers
request an amendment to any provision hereof to eliminate the effect of such change in GAAP or in the application thereof (or
if the Administrative Agent notifies the Borrower Representative that the Required Lenders request an amendment to any provision
hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application
thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change
shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding
any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations
of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Financial Accounting
Standards Board Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting
Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Loan Party or any Subsidiary
at "fair value", as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect
of convertible debt instruments under Financial Accounting Standards Board Accounting Standards Codification 470-20 (or any other
Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness
in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated
principal amount thereof.


 


(b)            Notwithstanding
anything to the contrary contained in Section 1.04(a) or in the definition of "Capital Lease Obligations,"
any change in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting
Standards Update No. 2016-02, Leases (Topic 842) ("FAS 842"), to the extent such adoption would require treating
any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) would
not have been required to be so treated under GAAP as in effect on December 31, 2015, such lease shall not be considered
a capital lease, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered,
as applicable, in accordance therewith.


 


SECTION 1.05     Interest
Rates; LIBOR Notifications. The interest rate on Eurodollar Loans is determined by reference to the LIBO Rate, which is derived
from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing
banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct
Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions
to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the "IBA")
for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London
interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine
the interest rate on Eurodollar Loans. In light of this eventuality, public and private sector industry initiatives are currently
underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. Upon the occurrence
of a Benchmark Transition Event or an Early Opt-In Election, Section 2.14(c) provides a mechanism for determining an
alternative rate of interest. The Administrative Agent will promptly notify the Borrower, pursuant to Section 2.14(e), of
any change to the reference rate upon which the interest rate on Eurodollar Loans is based. However, the Administrative Agent
does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission
or any other matter related to the London interbank offered rate or other rates in the definition of "LIBO Rate" or
with respect to any alternative or successor rate thereto, or replacement rate thereof (including, without limitation, (i) any
such alternative, successor or replacement rate implemented pursuant to Section 2.14(c), whether upon the occurrence of a
Benchmark Transition Event or an Early Opt-in Election, and (ii) the implementation of any Benchmark Replacement Conforming
Changes pursuant to Section 2.14(d)), including without limitation, whether the composition or characteristics of any such
alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of,
the LIBO Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.


 






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SECTION 1.06     Pro
Forma Adjustments for Acquisitions and Dispositions. To the extent any Borrower or any Subsidiary makes any acquisition permitted
pursuant to Section 6.04 or Disposition outside the ordinary course of business permitted by Section 6.05 during the
period of four fiscal quarters of the Borrowers most recently ended, the Leverage Ratio shall be calculated after giving pro forma
effect thereto (including pro forma adjustments arising out of events which are directly attributable to the acquisition or the
Disposition, are factually supportable and are expected to have a continuing impact, in each case as determined on a basis consistent
with Article 11 of Regulation S-X of the Securities Act of 1933, as amended, as interpreted by the SEC, and as certified
by a Financial Officer of such Borrower), as if such acquisition or such Disposition (and any related incurrence, repayment or
assumption of Indebtedness) had occurred in the first day of such four-quarter period.


 


ARTICLE II


 


The Credits


 


SECTION 2.01     Commitments.
Subject to the terms and conditions set forth herein, each Lender severally (and not jointly) agrees to make Revolving Loans in
dollars to the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result
in (i) such Lender's Revolving Exposure exceeding such Lender's Revolving Commitment or (ii) the Aggregate Revolving
Exposure exceeding the lesser of (x) the Aggregate Revolving Commitment and (y) the Borrowing Base, subject to the Administrative
Agent's authority, in its sole discretion, to make Protective Advances and Overadvances pursuant to the terms of Sections
2.04 and 2.05. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow,
prepay and reborrow Revolving Loans.


 


SECTION 2.02     Loans
and Borrowings.


 


(a)            Each
Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the same Class and Type made
by the Lenders ratably in accordance with their respective Commitments of the applicable Class. The failure of any Lender to make
any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments
of the Lenders are several and no Lender shall be responsible for any other Lender's failure to make Loans as required. Any Protective
Advance, any Overadvance and any Swingline Loan shall be made in accordance with the procedures set forth in Sections 2.04 and
2.05.


 


(b)            Subject
to Section 2.14, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower Representative
may request in accordance herewith. Each Swingline Loan shall be an ABR Loan. Each Lender at its option may make any Eurodollar
Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan (and in the case of an Affiliate,
the provisions of Sections 2.14, 2.15, 2.16 and 2.17 shall apply to such Affiliate to the same extent as to such Lender); provided
that any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan in accordance with the
terms of this Agreement.


 


(c)            At
the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is
an integral multiple of $100,000 and not less than $100,000. ABR Borrowings may be in any amount. Borrowings of more than one
Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total
of 6 Eurodollar Borrowings outstanding.


 


(d)            Notwithstanding
any other provision of this Agreement, the Borrower Representative shall not be entitled to request, or to elect to convert or
continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.


 






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SECTION 2.03     Requests
for Borrowings. To request a Borrowing, the Borrower Representative shall notify the Administrative Agent of such request
either in writing (delivered by hand or fax) by delivering a Borrowing Request signed by a Responsible Officer of the Borrower
Representative or through Electronic System if arrangements for doing so have been approved by the Administrative Agent (or if
an Extenuating Circumstance shall exist, by telephone) not later than (a) in the case of a Eurodollar Borrowing, 10:00 a.m.,
Chicago time, three (3) Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing,
noon, Chicago time, on the date of the proposed Borrowing; provided that any such notice of an ABR Borrowing to finance
the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not later than 9:00 a.m., Chicago
time, on the date of such proposed Borrowing. Each such Borrowing Request shall be irrevocable and each such telephonic Borrowing
Request, if permitted, shall be confirmed immediately upon the cessation of the Extenuating Circumstance by hand delivery, facsimile
or a communication through Electronic System to the Administrative Agent of a written Borrowing Request in a form approved by
the Administrative Agent and signed by a Responsible Officer of the Borrower Representative. Each such written (or if permitted,
telephonic) Borrowing Request shall specify the following information:


 


(i)            the
name of the applicable Borrower(s);


 


(ii)           the
aggregate amount of the requested Borrowing and a breakdown of the separate wires comprising such Borrowing;


 


(iii)          the
date of such Borrowing, which shall be a Business Day;


 


(iv)          whether
such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and


 


(v)           in
the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated
by the definition of the term "Interest Period."


 


If no election as to the Type of Borrowing
is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested
Eurodollar Borrowing, then the applicable Borrower(s) shall be deemed to have selected an Interest Period of one month's
duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise
each Lender of the details thereof and of the amount of such Lender's Loan to be made as part of the requested Borrowing.


 


SECTION 2.04     Protective
Advances.


 


(a)            Subject
to the limitations set forth below, the Administrative Agent is authorized by the Borrowers and the Lenders, from time to time
in the Administrative Agent's sole discretion (but shall have absolutely no obligation to), to make Loans to the Borrowers, on
behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve
or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment
of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrowers
pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described
in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as "Protective
Advances"); provided that, the aggregate amount of Protective Advances outstanding at any time shall not at any
time exceed $5,000,000; provided further that, the Aggregate Revolving Exposure after giving effect to the Protective Advances
being made shall not exceed the Aggregate Revolving Commitment. Protective Advances may be made even if the conditions precedent
set forth in Section 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the
Administrative Agent in and to the Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR
Borrowings. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective
Advance on any other occasion. The Administrative Agent's authorization to make Protective Advances may be revoked at any time
by 100% of the Lenders (other than any Defaulting Lender). Any such revocation must be in writing and shall become effective prospectively
upon the Administrative Agent's receipt thereof. At any time that there is sufficient Availability and the conditions precedent
set forth in Section 4.02 have been satisfied, the Administrative Agent may request the Lenders to make a Revolving Loan
to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their risk participations
described in Section 2.04(b).


 






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(b)            Upon
the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Lender
shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative
Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Applicable
Percentage. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance
purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender's Applicable Percentage of
all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such
Protective Advance.


 


SECTION 2.05     Swingline
Loans and Overadvances.


 


(a)            The
Administrative Agent, the Swingline Lender and the Lenders agree that in order to facilitate the administration of this Agreement
and the other Loan Documents, promptly after the Borrower Representative requests an ABR Borrowing, the Swingline Lender may elect
to have the terms of this Section 2.05(a) apply to such Borrowing Request by advancing, on behalf of the Lenders and
in the amount requested, same day funds to the Borrowers, on the date of the applicable Borrowing to the Funding Account(s) (each
such Loan made solely by the Swingline Lender pursuant to this Section 2.05(a) is referred to in this Agreement as a
 "Swingline Loan"), with settlement among them as to the Swingline Loans to take place on a periodic basis as set forth
in Section 2.05(d). Each Swingline Loan shall be subject to all the terms and conditions applicable to other ABR Loans funded
by the Lenders, except that all payments thereon shall be payable to the Swingline Lender solely for its own account. In addition,
the Borrowers hereby authorize the Swingline Lender to, and the Swingline Lender may, subject to the terms and conditions set
forth herein (but without any further written notice required), not later than 1:00 p.m., Chicago time, on each Business Day,
make available to the Borrowers by means of a credit to the Funding Account(s), the proceeds of a Swingline Loan to the extent
necessary to pay items to be drawn on any Controlled Disbursement Account that Business Day; provided that, if on any Business
Day there is insufficient borrowing capacity to permit the Swingline Lender to make available to the Borrowers a Swingline Loan
in the amount necessary to pay all items to be so drawn on any such Controlled Disbursement Account on such Business Day, then
the Borrowers shall be deemed to have requested an ABR Borrowing pursuant to Section 2.03 in the amount of such deficiency
to be made on such Business Day. In addition, the Borrowers hereby authorize the Swingline Lender to, and the Swingline Lender
shall, subject to the terms and conditions set forth herein (but without any further written notice required), to the extent that
from time to time on any Business Day funds are required under the DDA Access Product to reach the Target Balance (a "Deficiency
Funding Date"), make available to the applicable Borrower the proceeds of a Swingline Loan in the amount of such deficiency
up to the Target Balance, by means of a credit to the applicable Funding Account on or before the start of business on the next
succeeding Business Day, and such Swingline Loan shall be deemed made on such Deficiency Funding Date. The aggregate amount of
Swingline Loans outstanding at any time shall not exceed $10,000,000 The Swingline Lender shall not make any Swingline Loan if the
requested Swingline Loan exceeds Availability (before or after giving effect to such Swingline Loan). All Swingline Loans shall
be ABR Borrowings.


 






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(b)            Any
provision of this Agreement to the contrary notwithstanding, at the request of the Borrower Representative, the Administrative
Agent may in its sole discretion (but with absolutely no obligation), on behalf of the Lenders, (x) make Revolving Loans
to the Borrowers in amounts that exceed Availability (any such excess Revolving Loans are herein referred to collectively as "Overadvances")
or (y) deem the amount of Revolving Loans outstanding to the Borrowers that are in excess of Availability to be Overadvances;
provided that, no Overadvance shall result in a Default due to Borrowers' failure to comply with Section 2.01 for
so long as such Overadvance remains outstanding in accordance with the terms of this paragraph, but solely with respect to the
amount of such Overadvance. In addition, Overadvances may be made even if the condition precedent set forth in Section 4.02(c) has
not been satisfied. All Overadvances shall constitute ABR Borrowings. The making of an Overadvance on any one occasion shall not
obligate the Administrative Agent to make any Overadvance on any other occasion. The authority of the Administrative Agent to
make Overadvances is limited to an aggregate amount not to exceed $5,000,000 at any time, no Overadvance may remain outstanding
for more than thirty days and no Overadvance shall cause any Lender's Revolving Exposure to exceed its Revolving Commitment; provided
that, the Required Lenders may at any time revoke the Administrative Agent's authorization to make Overadvances. Any such
revocation must be in writing and shall become effective prospectively upon the Administrative Agent's receipt thereof.


 


(c)            Upon
the making of a Swingline Loan or an Overadvance (whether before or after the occurrence of a Default and regardless of whether
a Settlement has been requested with respect to such Swingline Loan or Overadvance), each Lender shall be deemed, without further
action by any party hereto, to have unconditionally and irrevocably purchased from the Swingline Lender or the Administrative
Agent, as the case may be, without recourse or warranty, an undivided interest and participation in such Swingline Loan or Overadvance
in proportion to its Applicable Percentage of the Revolving Commitment. The Swingline Lender or the Administrative Agent may,
at any time, require the Lenders to fund their participations. From and after the date, if any, on which any Lender is required
to fund its participation in any Swingline Loan or Overadvance purchased hereunder, the Administrative Agent shall promptly distribute
to such Lender, such Lender's Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received
by the Administrative Agent in respect of such Swingline Loan or Overadvance.


 


(d)            The
Administrative Agent, on behalf of the Swingline Lender, shall request settlement (a "Settlement") with the Lenders
on at least a weekly basis or on any date that the Administrative Agent elects, by notifying the Lenders of such requested Settlement
by facsimile, telephone, or e-mail no later than 12:00 noon Chicago time on the date of such requested Settlement (the "Settlement
Date"). Each Lender (other than the Swingline Lender, in the case of the Swingline Loans) shall transfer the amount of
such Lender's Applicable Percentage of the outstanding principal amount of the applicable Loan with respect to which Settlement
is requested to the Administrative Agent, to such account of the Administrative Agent as the Administrative Agent may designate,
not later than 2:00 p.m., Chicago time, on such Settlement Date. Settlements may occur during the existence of a Default and whether
or not the applicable conditions precedent set forth in Section 4.02 have then been satisfied. Such amounts transferred to
the Administrative Agent shall be applied against the amounts of the Swingline Lender's Swingline Loans and, together with Swingline
Lender's Applicable Percentage of such Swingline Loan, shall constitute Revolving Loans of such Lenders, respectively. If any
such amount is not transferred to the Administrative Agent by any Lender on such Settlement Date, the Swingline Lender shall be
entitled to recover from such Lender on demand such amount, together with interest thereon, as specified in Section 2.07.


 



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SECTION 2.06     Letters
of Credit.


 


(a)            General. Subject
to the terms and conditions set forth herein, the Borrower Representative may request the issuance of Letters of Credit for its
own account or for the account of another Borrower denominated in dollars as the applicant thereof for the support of its or its
Subsidiaries' obligations, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from
time to time during the Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement
and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of this Agreement shall control. Notwithstanding
anything herein to the contrary, the Issuing Bank shall have no obligation hereunder to issue, and shall not issue, any Letter
of Credit (i) the proceeds of which would be made available to any Person (A) to fund any activity or business of or
with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions
or (B) in any manner that would result in a violation of any Sanctions by any party to this Agreement, (ii) if any order,
judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank
from issuing such Letter of Credit, or any Requirement of Law relating to the Issuing Bank or any request or directive (whether
or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request
that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall
impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which
the Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the Issuing
Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which the Issuing Bank in good
faith deems material to it, or (iii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing
Bank applicable to letters of credit generally; provided that, notwithstanding anything herein to the contrary, (x) the
Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder
or issued in connection therewith or in the implementation thereof, and (y) all requests, rules, guidelines, requirements
or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor
or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each
case be deemed not to be in effect on the Effective Date for purposes of clause (ii) above, regardless of the date enacted,
adopted, issued or implemented.


 


(b)            Notice
of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Borrower Representative shall deliver by hand or facsimile (or transmit
through Electronic System, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative
Agent (prior to 9:00 am, Chicago time, at least three (3) Business Days prior to the requested date of issuance, amendment,
renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended,
renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the
date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount
of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to
prepare, amend, renew or extend such Letter of Credit. In addition, as a condition to any such Letter of Credit issuance, the
applicable Borrower shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters
of credit and/or shall submit a letter of credit application in each case, as required by the Issuing Bank and using such Issuing
Bank's standard form (each, a "Letter of Credit Agreement"). A Letter of Credit shall be issued, amended, renewed
or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrowers shall be deemed
to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the aggregate LC
Exposure shall not exceed $5,000,000, (ii) no Lender's Revolving Exposure shall exceed its Revolving Commitment and (iii) the
Aggregate Revolving Exposure shall not exceed the lesser of the Aggregate Revolving Commitment and the Borrowing Base. Notwithstanding
the foregoing or anything to the contrary contained herein, no Issuing Bank shall be obligated to issue or modify any Letter of
Credit if, immediately after giving effect thereto, the outstanding LC Exposure in respect of all Letters of Credit issued by
such Person and its Affiliates would exceed such Issuing Bank's Issuing Bank Sublimit. Without limiting the foregoing and without
affecting the limitations contained herein, it is understood and agreed that the Borrower Representative may from time to time
request that an Issuing Bank issue Letters of Credit in excess of its individual Issuing Bank Sublimit in effect at the time of
such request, and each Issuing Bank agrees to consider any such request in good faith. Any Letter of Credit so issued by an Issuing
Bank in excess of its individual Issuing Bank Sublimit then in effect shall nonetheless constitute a Letter of Credit for all
purposes of this Agreement, and shall not affect the Issuing Bank Sublimit of any other Issuing Bank, subject to the limitations
on the aggregate LC Exposure set forth in clause (i) of this Section 2.06(b).


 






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(c)            Expiration
Date. Each Letter of Credit shall expire (or be subject to termination or non-renewal by notice from the Issuing Bank to the
beneficiary thereof) at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance
of such Letter of Credit (or, in the case of any renewal or extension thereof, including, without limitation, any automatic renewal
provision, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Maturity Date.


 


(d)            Participations.
  By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without
any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender, and each Lender
hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender's Applicable Percentage of
the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing,
each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank,
such Lender's Applicable Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrowers on the
date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrowers
for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in
respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including
any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination
of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.


 


(e)            Reimbursement.
If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers shall reimburse such LC Disbursement
by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 11:00 a.m., Chicago time, on (a) (i) the
Business Day that the Borrower Representative receives notice of such LC Disbursement, if such notice is received prior to 9:00
a.m., Chicago time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower Representative
receives such notice, if such notice is received after 9:00 a.m. Chicago time on the day of receipt; provided that
the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05
that such payment be financed with an ABR Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed,
the Borrowers' obligation to make such payment shall be discharged and replaced by the resulting ABR Borrowing or Swingline Loan.
If the Borrowers fail to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement,
the payment then due from the Borrowers in respect thereof and such Lender's Applicable Percentage thereof. Promptly following
receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from
the Borrowers, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07
shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly
pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent
of any payment from the Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing
Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such
Lenders and the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse
the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above)
shall not constitute a Loan and shall not relieve the Borrowers of their obligation to reimburse such LC Disbursement.


 






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(f)            Obligations
Absolute. The Borrowers' joint and several obligation to reimburse LC Disbursements as provided in paragraph (e) of
this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms
of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability
of any Letter of Credit, any Letter of Credit Agreement or this Agreement, or any term or provision therein or herein, (ii) any
draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement
therein being untrue or inaccurate in any respect, (iii) any payment by the Issuing Bank under a Letter of Credit against
presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other
event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section,
constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrowers' obligations hereunder. None
of the Administrative Agent, the Lenders, the Issuing Bank or any of their respective Related Parties, shall have any liability
or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure
to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error,
omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating
to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical
terms or any consequence arising from causes beyond the control of the Issuing Bank; provided that the foregoing shall
not be construed to excuse the Issuing Bank from liability to the Borrowers to the extent of any direct damages (as opposed to
special, indirect, consequential or punitive damages, claims in respect of which are hereby waived by the Borrowers to the extent
permitted by applicable law) suffered by any Borrower that are caused by the Issuing Bank's failure to exercise care when determining
whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly
agree that, in the absence of gross negligence or willful misconduct on the part of the Issuing Bank (as finally determined by
a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance
of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which
appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion,
either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice
or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance
with the terms of such Letter of Credit.


 


(g)            Disbursement
Procedures. The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent
a demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the applicable
Borrower by telephone (confirmed by fax or through Electronic Systems) of such demand for payment and whether the Issuing Bank
has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall
not relieve the Borrowers of their obligation to reimburse the Issuing Bank and the Lenders with respect to any such LC Disbursement.


 


(h)            Interim
Interest. If the Issuing Bank shall make any LC Disbursement, then, unless the Borrowers shall reimburse such LC Disbursement
in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including
the date such LC Disbursement is made to but excluding the date that the Borrowers reimburse such LC Disbursement, at the rate
per annum then applicable to ABR Revolving Loans and such interest shall be payable on the date when such reimbursement is due;
provided that, if the Borrowers fail to reimburse such LC Disbursement when due pursuant to paragraph (e) of
this Section, then Section 2.13(d) shall apply. Interest accrued pursuant to this paragraph shall be for the account
of the Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (e) of
this Section to reimburse the Issuing Bank shall be for the account of such Lender to the extent of such payment.


 






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(i)            Replacement
and Resignation of an Issuing Bank.


 


(i)            The
Issuing Bank may be replaced at any time by written agreement among the Borrower Representative, the Administrative Agent, the
replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement
of the Issuing Bank. At the time any such replacement shall become effective, the Borrowers shall pay all unpaid fees accrued
for the account of the replaced Issuing Bank pursuant to Section 2.12(b). From and after the effective date of any such replacement,
(A) the successor Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect
to Letters of Credit to be issued thereafter and (B) references herein to the term "Issuing Bank" shall be deemed
to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context
shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall
continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit then
outstanding and issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.


 


(ii)           Subject
to the appointment and acceptance of a successor Issuing Bank, the Issuing Bank may resign as an Issuing Bank at any time upon
thirty days' prior written notice to the Administrative Agent, the Borrower Representative and the Lenders, in which case, such
resigning Issuing Bank shall be replaced in accordance with clause (i) of Section 2.06(i) above.


 


(j)            Cash
Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower Representative
receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated,
Lenders with LC Exposure representing greater than 50% of the aggregate LC Exposure) demanding the deposit of cash collateral
pursuant to this paragraph, the Borrowers shall deposit in an account with the Administrative Agent, in the name of the Administrative
Agent and for the benefit of the Lenders (the "LC Collateral Account"), an amount in cash equal to 105% of the
amount of the LC Exposure as of such date plus accrued and unpaid interest thereon; provided that the obligation to deposit
such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand
or other notice of any kind, upon the occurrence of any Event of Default with respect to any Borrower described in clause (h) or
(i) of Article VII. Such Borrower also shall deposit cash collateral in accordance with this paragraph as and to the
extent required by Sections 2.10(b), 2.11(b) or 2.20. Each such deposit shall be held by the Administrative Agent as collateral
for the payment and performance of the Secured Obligations. The Administrative Agent shall have exclusive dominion and control,
including the exclusive right of withdrawal, over the LC Collateral Account and the Borrowers hereby grant the Administrative
Agent a security interest in the LC Collateral Account and all money or other assets on deposit therein or credited thereto. Other
than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion
of the Administrative Agent and at the Borrowers' risk and expense, such deposits shall not bear interest. Interest or profits,
if any, on such investments shall accumulate in the LC Collateral Account. Moneys in the LC Collateral Account shall be applied
by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the
extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure
at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing
greater than 50% of the aggregate LC Exposure), be applied to satisfy other Secured Obligations. If the Borrowers are required
to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent
not applied as aforesaid) shall be returned to the Borrowers within three (3) Business Days after all such Events of Default
have been cured or waived as confirmed in writing by the Administrative Agent.


 






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(k)            Issuing
Bank Reports to the Administrative Agent. Unless otherwise agreed by the Administrative Agent, each Issuing Bank that is not
an Affiliate of JPMCB shall, in addition to its notification obligations set forth elsewhere in this Section, report in writing
to the Administrative Agent (i) periodic activity (for such period or recurrent periods as shall be requested by the Administrative
Agent) in respect of Letters of Credit issued by such Issuing Bank, including all issuances, extensions, amendments and renewals,
all expirations and cancelations and all disbursements and reimbursements, (ii) reasonably prior to the time that such Issuing
Bank issues, amends, renews or extends any Letter of Credit, the date of such issuance, amendment, renewal or extension, and the
stated amount of the Letters of Credit issued, amended, renewed or extended by it and outstanding after giving effect to such
issuance, amendment, renewal or extension (and whether the amounts thereof shall have changed), (iii) on each Business Day
on which such Issuing Bank makes any LC Disbursement, the date and amount of such LC Disbursement, (iv) on any Business Day
on which any Borrower fails to reimburse an LC Disbursement required to be reimbursed to such Issuing Bank on such day, the date
of such failure and the amount of such LC Disbursement, and (v) on any other Business Day, such other information as the
Administrative Agent shall reasonably request as to the Letters of Credit issued by such Issuing Bank.


 


(l)            LC
Exposure Determination. For all purposes of this Agreement, the amount of a Letter of Credit that, by its terms or the terms
of any document related thereto, provides for one or more automatic increases in the stated amount thereof shall be deemed to
be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated
amount is in effect at the time of determination.


 


(m)           Letters
of Credit Issued for Account of Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder supports
any obligations of, or is for the account of, a Subsidiary, or states that a Subsidiary is the "account party," "applicant,"
 "customer," "instructing party," or the like of or for such Letter of Credit, and without derogating from
any rights of the Issuing Bank (whether arising by contract, at law, in equity or otherwise) against such Subsidiary in respect
of such Letter of Credit, the Borrowers (i) shall reimburse, indemnify and compensate the Issuing Bank hereunder for such
Letter of Credit (including to reimburse any and all drawings thereunder) as if such Letter of Credit had been issued solely for
the account of a Borrower and (ii) irrevocably waives any and all defenses that might otherwise be available to it as a guarantor
or surety of any or all of the obligations of such Subsidiary in respect of such Letter of Credit. Each Borrower hereby acknowledges
that the issuance of such Letters of Credit for its Subsidiaries inures to the benefit of the Borrowers, and that each Borrower's
business derives substantial benefits from the businesses of such Subsidiaries.


 


SECTION 2.07     Funding
of Borrowings.


 


(a)            Each
Lender shall make each Loan to be made by such Lender hereunder on the proposed date thereof solely by wire transfer of immediately
available funds by 2:00 p.m., Chicago time, to the account of the Administrative Agent most recently designated by it for such
purpose by notice to the Lenders in an amount equal to such Lender's Applicable Percentage; provided that, Swingline Loans
shall be made as provided in Section 2.05. The Administrative Agent will make such Loans available to the Borrower Representative
by promptly crediting the funds so received in the aforesaid account of the Administrative Agent to the Funding Account; provided
that ABR Revolving Loans made to finance the reimbursement of (i) an LC Disbursement as provided in Section 2.06(e) shall
be remitted by the Administrative Agent to the Issuing Bank and (ii) a Protective Advance or an Overadvance shall be retained
by the Administrative Agent.


 


(b)            Unless
the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender
will not make available to the Administrative Agent such Lender's share of such Borrowing, the Administrative Agent may assume
that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may,
in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender
has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and
the Borrowers each severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest
thereon, for each day from and including the date such amount is made available to the applicable Borrower to but excluding the
date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the NYFRB Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in
the case of the Borrowers, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent,
then such amount shall constitute such Lender's Loan included in such Borrowing, provided, that any interest received from
a Borrower by the Administrative Agent during the period beginning when Administrative Agent funded the Borrowing until such Lender
pays such amount shall be solely for the account of the Administrative Agent.


 






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SECTION 2.08     Interest
Elections.


 


(a)          Each
Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing,
shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower Representative may elect
to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect
Interest Periods therefor, all as provided in this Section. The Borrower Representative may elect different options with respect
to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding
the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This
Section shall not apply to Borrowings of Swingline Loans, Overadvances or Protective Advances, which may not be converted
or continued.


 


(b)          To
make an election pursuant to this Section, the Borrower Representative shall notify the Administrative Agent of such election either
in writing (delivered by hand or fax) by delivering an Interest Election Request signed by a Responsible Officer of the Borrower
Representative or through Electronic System if arrangements for doing so have been approved by the Administrative Agent (or if
an Extenuating Circumstance shall exist, by telephone) by the time that a Borrowing Request would be required under Section 2.03
if the Borrowers were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such
election. Each such Interest Election Request shall be irrevocable and each such telephonic Interest Election Request, if permitted,
shall be confirmed immediately upon the cessation of the Extenuating Circumstance by hand delivery, Electronic System or facsimile
to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by
a Responsible Officer of the Borrower Representative.


 


(c)          Each
written (or if permitted, telephonic) Interest Election Request (including requests submitted through Electronic System) shall
specify the following information in compliance with Section 2.02:


 


(i)          the
name of the applicable Borrower and the Borrowing to which such Interest Election Request applies and, if different options are
being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in
which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting
Borrowing);


 


(ii)         the
effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;


 






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(iii)        whether
the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and


 


(iv)        if
the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election,
which shall be a period contemplated by the definition of the term "Interest Period".


 


If any such Interest Election Request requests
a Eurodollar Borrowing but does not specify an Interest Period, then the Borrowers shall be deemed to have selected an Interest
Period of one month's duration.


 


(d)          Promptly
following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and
of such Lender's portion of each resulting Borrowing.


 


(e)          If
the Borrower Representative fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to
the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such
Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event
of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the
Borrower Representative, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted
to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing
at the end of the Interest Period applicable thereto.


 


SECTION 2.09     Termination
and Reduction of Commitments; Increase in Revolving Commitments.


 


(a)          Unless
previously terminated, the Revolving Commitments shall terminate on the Maturity Date.


 


(b)          The
Borrowers may at any time terminate the Revolving Commitments upon the Payment in Full of the Secured Obligations.


 


(c)          The
Borrowers may from time to time reduce the Revolving Commitments; provided that (i) each reduction of the Revolving
Commitments shall be in an amount that is an integral multiple of $5,000,000 and not less than $5,000,000 and (ii) the Borrowers
shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans
in accordance with Section 2.11, the Aggregate Revolving Exposure would exceed the lesser of the Aggregate Revolving Commitment
and the Borrowing Base.


 


(d)          The
Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or
(c) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction,
specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall
advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall
be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Representative may state
that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by
the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition
is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be
made ratably among the Lenders in accordance with their respective Commitments.


 






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(e)          The
Borrowers shall have the right to increase the Revolving Commitments by obtaining additional Revolving Commitments, either from
one or more of the Lenders or another lending institution provided that (i) any such request for an increase shall
be in a minimum amount of $5,000,000, (ii) the Borrower Representative, on behalf of the Borrowers, may make a maximum of
three (3) such requests, (iii) after giving effect thereto, the sum of the total of the additional Commitments does not
exceed $70,000,000, (iv) the Administrative Agent and the Issuing Bank have approved the identity of any such new Lender,
such approvals not to be unreasonably withheld, (v) any such new Lender assumes all of the rights and obligations of a "Lender"
hereunder, and (vi) the procedure described in Section 2.09(f) have been satisfied. Nothing contained in this Section 2.09
shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder at
any time.


 


(f)           Any
amendment hereto for such an increase or addition shall be in form and substance satisfactory to the Administrative Agent and shall
only require the written signatures of the Administrative Agent, the Borrowers and each Lender being added or increasing its Commitment,
subject only to the approval of all Lenders if any such increase or addition would cause the Revolving Commitments to exceed $170,000,000.
As a condition precedent to such an increase or addition, the Borrowers shall deliver to the Administrative Agent (i) a certificate
of each Loan Party signed by an authorized officer of such Loan Party (A) certifying and attaching the resolutions adopted
by such Loan Party approving or consenting to such increase, and (B) in the case of the Borrowers, certifying that, before
and after giving effect to such increase or addition, (1) the representations and warranties contained in Article III
and the other Loan Documents are true and correct, except to the extent that such representations and warranties specifically refer
to an earlier date, in which case they are true and correct as of such earlier date, and (2) no Default exists and (3) the
Borrowers are in compliance (on a pro forma basis) with the covenants contained in Section 6.13 and (ii) legal opinions
and documents consistent with those delivered on the Effective Date, to the extent requested by the Administrative Agent.


 


(g)          On
the effective date of any such increase or addition, (i) any Lender increasing (or, in the case of any newly added Lender,
extending) its Revolving Commitment shall make available to the Administrative Agent such amounts in immediately available funds
as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving
effect to such increase or addition and the use of such amounts to make payments to such other Lenders, each Lender's portion of
the outstanding Revolving Loans of all the Lenders to equal its revised Applicable Percentage of such outstanding Revolving Loans,
and the Administrative Agent shall make such other adjustments among the Lenders with respect to the Revolving Loans then outstanding
and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary,
in the opinion of the Administrative Agent, in order to effect such reallocation and (ii) the Borrowers shall be deemed to
have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase (or addition) in the Revolving Commitments
(with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a
notice delivered by the Borrower Representative, in accordance with the requirements of Section 2.03). The deemed payments
made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest
on the amount prepaid and, in respect of each Eurodollar Loan, shall be subject to indemnification by the Borrowers pursuant to
the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. Within
a reasonable time after the effective date of any increase or addition, the Administrative Agent shall, and is hereby authorized
and directed to, revise the Commitment Schedule to reflect such increase or addition and shall distribute such revised Commitment
Schedule to each of the Lenders and the Borrower Representative, whereupon such revised Commitment Schedule shall replace the old
Commitment Schedule and become part of this Agreement.


 






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(h)          Each
of the parties hereto acknowledges and agrees that, if there is any mortgaged real property securing the Obligations hereunder,
any increase, extension or renewal of any of the Revolving Commitments or Revolving Loans or any other incremental or additional
credit facilities hereunder, but excluding (i) any continuation or conversion of borrowings, (ii) the making of any Revolving
Loans, or (iii) the issuance, renewal or extension of Letters of Credit shall be subject to and conditioned upon: (1) the
prior delivery of all flood hazard determination certifications, acknowledgements and evidence of flood insurance and other flood-related
documentation with respect to such mortgaged real property as required by the Flood Insurance Laws and as otherwise reasonably
required by the Administrative Agent and (2) the Administrative Agent shall have received written confirmation from the Lenders
that flood insurance due diligence and flood insurance compliance have been completed by the Lenders (such written confirmation
not to be unreasonably conditioned, withheld or delayed).


 


SECTION 2.10     Repayment and
Amortization of Loans; Evidence of Debt.


 


(a)          The
Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent for the account of each Lender the then unpaid
principal amount of each Revolving Loan on the Maturity Date, (ii) to the Administrative Agent the then unpaid amount of each
Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent, and (iii) to the Administrative
Agent the then unpaid principal amount of each Overadvance on the earlier of the Maturity Date and the 30th day after
such Overadvance is made.


 


(b)          On
each Business Day during a Cash Dominion Period, the Administrative Agent shall apply all funds credited to the Collection Account
on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent, whether or not immediately
available) first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second
to prepay the Revolving Loans (including Swingline Loans) and to cash collateralize outstanding LC Exposure.


 


(c)          Each
Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrowers
to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to
such Lender from time to time hereunder.


 


(d)          The
Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and
Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to
become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative
Agent hereunder for the account of the Lenders and each Lender's share thereof.


 


(e)          The
entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie
evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the
Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers
to repay the Loans in accordance with the terms of this Agreement.


 


(f)           Any
Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute
and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered
assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest
thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory
notes in such form.


 






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SECTION 2.11     Prepayment
of Loans.


 


(a)          The
Borrowers shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior
notice in accordance with paragraph (f) of this Section and, if applicable, payment of any break funding expenses under
Section 2.16.


 


(b)          Except
for Overadvances permitted under Section 2.05, in the event and on such occasion that the Aggregate Revolving Exposure exceeds
the lesser of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base, the Borrowers shall prepay the Revolving
Loans, LC Exposure and/or Swingline Loans or, in the case of LC Exposure, cash collateralize LC Exposure in an account with the
Administrative Agent pursuant to Section 2.06(j), as applicable, in an aggregate amount equal to such excess.


 


(c)          [Reserved].


 


(d)          [Reserved].


 


(e)          The
Borrower Representative shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline
Lender) by telephone (confirmed by fax) or through Electronic System, if arrangements for doing so have been approved by the Administrative
Agent of any prepayment hereunder not later than 10:00 a.m., Chicago time, (A) in the case of prepayment of a Eurodollar Borrowing,
three (3) Business Days before the date of prepayment, or (B) in the case of prepayment of an ABR Borrowing, one (1) Business
Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal
amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection
with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.09, then such notice of
prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt
of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial
prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same
Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Revolving Loans included
in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13
and (ii) break funding payments pursuant to Section 2.16.


 


SECTION 2.12     Fees.


 


(a)          The
Borrowers agree to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Commitment
Fee Rate on the average daily amount of the Available Revolving Commitment of such Lender during the period from and including
the Effective Date to but excluding the date on which the Revolving Commitments terminate. Accrued commitment fees shall be payable
in arrears on the first day of each calendar month and on the date on which the Revolving Commitments terminate, commencing on
the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and
shall be payable for the actual number of days elapsed (including the first day but excluding the last day).


 






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(b)          The
Borrowers agree to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to
its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable
to Eurodollar Revolving Loans on the average daily amount of such Lender's LC Exposure (excluding any portion thereof attributable
to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date
on which such Lender's Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to
the Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure
(excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by the Issuing
Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving
Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank's standard fees and commissions
with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of
Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of
each calendar month shall be payable on the first day of each calendar month following such last day, commencing on the first such
date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving
Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on
demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after
demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for
the actual number of days elapsed (including the first day but excluding the last day).


 


(c)          The
Borrowers agree to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately
agreed upon between the Borrowers and the Administrative Agent.


 


(d)          All
fees payable hereunder shall be paid on the dates due, in dollars in immediately available funds, to the Administrative Agent (or
to the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees,
to the Lenders. Fees paid shall not be refundable under any circumstances.


 


SECTION 2.13     Interest.


 


(a)          The
Loans comprising ABR Borrowings (including Swingline Loans) shall bear interest at the ABR plus the Applicable Rate.


 


(b)          The
Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for
such Borrowing plus the Applicable Rate.


 


(c)          Each
Protective Advance and each Overadvance shall bear interest at the ABR plus the Applicable Rate for Revolving Loans plus 2%.


 


(d)          Notwithstanding
the foregoing, during the occurrence and continuance of an Event of Default, the Administrative Agent or the Required Lenders may,
at their option, by notice to the Borrower Representative (which notice may be revoked at the option of the Required Lenders notwithstanding
any provision of Section 9.02 requiring the consent of "each Lender affected thereby" for reductions in interest
rates), declare that (i) all Loans shall bear interest at 2% plus the rate otherwise applicable to such Loans as provided
in the preceding paragraphs of this Section or (ii) in the case of any other amount outstanding hereunder, such amount
shall accrue at 2% plus the rate applicable to such fee or other obligation as provided hereunder.


 


(e)          Accrued
interest on each Loan (for ABR Loans, accrued through the last day of the prior calendar month) shall be payable in arrears on
each Interest Payment Date for such Loan and upon termination of the Commitments; provided that (i) interest accrued
pursuant to paragraph (d) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment
of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Availability Period), accrued interest on
the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event
of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan
shall be payable on the effective date of such conversion.


 






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(f)           All
interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate
Base Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable
for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate,
Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent
manifest error.


 


SECTION 2.14     Alternate
Rate of Interest; Illegality.


 


(a)          If
prior to the commencement of any Interest Period for a Eurodollar Borrowing:


 


(i)          the
Lender determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means
do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable (including, without limitation, by means of
an Interpolated Rate or because the LIBO Screen Rate is not available or published on a current basis) for such Interest Period;
provided that no Benchmark Transition Event shall have occurred at such time; or


 


(ii)         the
Lender determines the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly
reflect the cost to the Lender of making or maintaining its Loans (or Loan) included in such Borrowing for such Interest Period;
provided that no Benchmark Transition Event shall have occurred at such time;


 


then the Administrative Agent shall give
notice thereof to the Borrower and the Lenders through Electronic System as provided in Section 9.01 as promptly as practicable
thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such
notice no longer exist, (A) any Interest Election Request that requests the conversion of any Borrowing to, or continuation
of any Borrowing as, a Eurodollar Borrowing shall be ineffective and any such Eurodollar Borrowing shall be repaid or converted
into an ABR Borrowing on the last day of the then current Interest Period applicable thereto, and (B) if any Borrowing Request
requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing.


 


(b)          If
any Lender determines that any Requirement of Law has made it unlawful, or if any Governmental Authority has asserted that it is
unlawful, for any Lender or its applicable lending office to make, maintain, fund or continue any Eurodollar Borrowing, or any
Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits
of, dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent,
any obligations of such Lender to make, maintain, fund or continue Eurodollar Loans or to convert ABR Borrowings to Eurodollar
Borrowings will be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving
rise to such determination no longer exist. Upon receipt of such notice, the Borrower will upon demand from such Lender (with a
copy to the Administrative Agent), either prepay or convert all Eurodollar Borrowings of such Lender to ABR Borrowings, either
on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Borrowings to
such day, or immediately, if such Lender may not lawfully continue to maintain such Loans. Upon any such prepayment or conversion,
the Borrower will also pay accrued interest on the amount so prepaid or converted.


 






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(c)          Notwithstanding
anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early
Opt-in Election, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace the LIBO Rate with
a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on
the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower,
so long as the Administrative Agent has not received, by such time, written notice of objection to such proposed amendment from
Lenders comprising the Required Lenders; provided that, with respect to any proposed amendment containing any SOFR-Based
Rate, the Lenders shall be entitled to object only to the Benchmark Replacement Adjustment contained therein. Any such amendment
with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Required Lenders have delivered
to the Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of LIBO Rate with a
Benchmark Replacement will occur prior to the applicable Benchmark Transition Start Date.


 


(d)          In
connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement
Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments
implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other
party to this Agreement.


 


(e)          The
Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event
or an Early Opt-in Election, as applicable, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness
of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period.
Any determination, decision or election that may be made by the Administrative Agent or Lenders pursuant to this Section 2.14,
including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance
or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may
be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required
pursuant to this Section 2.14.


 


(f)           Upon
the Borrower's receipt of notice of the commencement of a Benchmark Unavailability Period, (i) any Interest Election Request
that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective
and any such Eurodollar Borrowing shall be repaid or converted into an ABR Borrowing on the last day of the then current Interest
Period applicable thereto, and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made
as an ABR Borrowing.


 


SECTION 2.15     Increased
Costs.


 


(a)          If
any Change in Law shall:


 


(i)          impose,
modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement,
insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender
(except any such reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing Bank;


 


(ii)         impose
on any Lender or the Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting
this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or


 


(iii)        subject
any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of
the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments,
or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;


 






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and the result of any of the foregoing
shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting into or maintaining any
Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, the Issuing Bank or such
other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or
receivable by such Lender, the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then
the Borrowers will pay to such Lender, the Issuing Bank or such other Recipient, as the case may be, such additional amount or
amounts as will compensate such Lender, the Issuing Bank or such other Recipient, as the case may be, for such additional costs
incurred or reduction suffered.


 


(b)          If
any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have
the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or
the Issuing Bank's holding company, if any, as a consequence of this Agreement, the Commitments of, or the Loans made by, or participations
in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below
that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such
Change in Law (taking into consideration such Lender's or the Issuing Bank's policies and the policies of such Lender's or the
Issuing Bank's holding company with respect to capital adequacy and liquidity), then from time to time the Borrowers will pay to
such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing
Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered.


 


(c)          A
certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing
Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall
be delivered to the Borrower Representative and shall be conclusive absent manifest error. The Borrowers shall pay such Lender
or the Issuing Bank, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt
thereof.


 


(d)          Failure
or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute
a waiver of such Lender's or the Issuing Bank's right to demand such compensation; provided that the Borrowers shall not
be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs or reductions incurred
more than 270 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower Representative
of the Change in Law giving rise to such increased costs or reductions and of such Lender's or the Issuing Bank's intention to
claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions
is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.


 


SECTION 2.16     Break
Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last
day of an Interest Period applicable thereto (including as a result of an Event of Default or as a result of any prepayment
pursuant to Section 2.11), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest
Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date
specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under
Section 2.09(d) and is revoked in accordance therewith), or (d) the assignment of any Eurodollar Loan other
than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Representative
pursuant to Section 2.19 or 9.02(d), then, in any such event, the Borrowers shall compensate each Lender for the loss,
cost and expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall
be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which
would have accrued on the principal amount of such Eurodollar Loan had such event not occurred, at the Adjusted LIBO Rate
that would have been applicable to such Eurodollar Loan, for the period from the date of such event to the last day of the
then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would
have been the Interest Period for such Eurodollar Loan), over (ii) the amount of interest which would accrue on such
principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such
period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any
Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be
delivered to the Borrower Representative and shall be conclusive absent manifest error. The Borrowers shall pay such Lender
the amount shown as due on any such certificate within ten (10) days after receipt thereof.


 






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SECTION 2.17     Withholding
of Taxes; Gross-Up.


 


(a)          Payments
Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made
without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the
good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment
by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall
timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if
such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after
such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under
this Section 2.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction
or withholding been made.


 


(b)          Payment
of Other Taxes by the Loan Parties. The Loan Parties shall timely pay to the relevant Governmental Authority in accordance
with applicable law, or at the option of the Administrative Agent timely reimburse it for, Other Taxes.


 


(c)          Evidence
of Payment. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this
Section 2.17, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued
by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment
reasonably satisfactory to the Administrative Agent.


 


(d)          Indemnification
by the Loan Parties. The Loan Parties shall jointly and severally indemnify each Recipient, within ten (10) days after
demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable
to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment
to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes
were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment
or liability delivered to any Loan Party by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent
on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.


 


(e)          Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor,
for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified
the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any
Taxes attributable to such Lender's failure to comply with the provisions of Section 9.04(c) relating to the maintenance
of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid
by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect
thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate
as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest
error. Each Lender hereby authorizes the Administrative Agent to setoff and apply any and all amounts at any time owing to such
Lender under any Loan Document or otherwise payable by the Administrative Agent to such Lender from any other source against any
amount due to the Administrative Agent under this paragraph (e).


 






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(f)           Status
of Lenders.


 


(i)          Any
Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document
shall deliver to the Borrower Representative and the Administrative Agent, at the time or times reasonably requested by the Borrower
Representative or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower
Representative or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of
withholding. In addition, any Lender, if reasonably requested by the Borrower Representative or the Administrative Agent, shall
deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower Representative or the Administrative
Agent as will enable the Borrower Representative or the Administrative Agent to determine whether or not such Lender is subject
to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences,
the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(f)(ii)(A),
(ii)(B) and (ii)(D) below) shall not be required if in the Lender's reasonable judgment such completion, execution or
submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial
position of such Lender.


 


(ii)         Without
limiting the generality of the foregoing, in the event that any Borrower is a U.S. Person,


 


(A)          any
Lender that is a U.S. Person shall deliver to the Borrower Representative and the Administrative Agent on or prior to the date
on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the
Borrower Representative or the Administrative Agent), an executed copy of IRS Form W-9 certifying that such Lender is exempt
from U.S. federal backup withholding tax;


 


(B)          any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower Representative and the Administrative
Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes
a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower Representative or the
Administrative Agent), whichever of the following is applicable:


 


(1)          in
the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with
respect to payments of interest under any Loan Document, an executed copy of IRS Form W-8BEN or IRS Form W-8BEN-E, as
applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the "interest"
article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN
or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant
to the "business profits" or "other income" article of such tax treaty;


 






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(2)          in
the case of a Foreign Lender claiming that its extension of credit will generate U.S. effectively connected income, an executed
copy of IRS Form W-8ECI;


 


(3)          in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the
Code, (x) a certificate substantially in the form of Exhibit C-1 to the effect that such Foreign Lender is not
a "bank" within the meaning of Section 881(c)(3)(A) of the Code, a "10 percent shareholder" of a
Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a "controlled foreign corporation" described
in Section 881(c)(3)(C) of the Code (a "U.S. Tax Compliance Certificate") and (y) an executed copy
of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable; or


 


(4)          to
the extent a Foreign Lender is not the beneficial owner, an executed copy of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS
Form W-8BEN or IRS Form W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit C-2
or Exhibit C-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable;
provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender
are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially
in the form of Exhibit C-4 on behalf of each such direct and indirect partner;


 


(C)          any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower Representative and the Administrative
Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes
a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower Representative or the
Administrative Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or
a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed
by applicable law to permit the Borrower Representative or the Administrative Agent to determine the withholding or deduction required
to be made; and


 


(D)          if
a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender
were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or
1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower Representative and the Administrative Agent
at the time or times prescribed by law and at such time or times reasonably requested by the Borrower Representative or the Administrative
Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code)
and such additional documentation reasonably requested by the Borrower Representative or the Administrative Agent as may be necessary
for the Borrowers and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has
complied with such Lender's obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely
for purposes of this clause (D), "FATCA" shall include any amendments made to FATCA after the date of this Agreement.


 






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Each Lender agrees
that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update
such form or certification or promptly notify the Borrower Representative and the Administrative Agent in writing of its legal
inability to do so.


 


(g)          Treatment
of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund
of any Taxes as to which it has been indemnified pursuant to this Section (including by the payment of additional amounts
pursuant to this Section), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity
payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses
(including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified
party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority.
Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount
to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable
net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such
refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts giving rise
to such refund had never been paid. This paragraph (g) shall not be construed to require any indemnified party to make available
its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other
Person.


 


(h)          Survival.
Each party's obligations under this Section shall survive the resignation or replacement of the Administrative Agent or any
assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or
discharge of all obligations under any Loan Document (including the Payment in Full of the Secured Obligations).


 


(i)           Defined
Terms. For purposes of this Section 2.17, the term "Lender" includes any Issuing Bank and the term "applicable
law" includes FATCA.


 


SECTION 2.18     Payments
Generally; Allocation of Proceeds; Sharing of Setoffs.


 


(a)          The
Borrowers shall make each payment or prepayment required to be made by them hereunder (whether of principal, interest, fees or
reimbursement of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to 2:00 p.m.,
Chicago time, on the date when due or the date fixed for any prepayment hereunder, in immediately available funds, without setoff,
recoupment or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent,
be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Administrative Agent at its offices at 10 South Dearborn Street, Floor L2, Chicago, Illinois, except
payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant
to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute
any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof.
Unless otherwise provided for herein, if any payment hereunder shall be due on a day that is not a Business Day, the date for payment
shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall
be payable for the period of such extension. All payments hereunder shall be made in dollars.


 






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(b)          All
payments and any proceeds of Collateral received by the Administrative Agent (i) not constituting either (A) a specific
payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the
Borrowers), (B) a mandatory prepayment (which shall be applied in accordance with Section 2.11) or (C) amounts to
be applied from the Collection Account when full cash dominion is in effect (which shall be applied in accordance with Section 2.10(b))
or (ii) after an Event of Default has occurred and is continuing and the Administrative Agent so elects or the Required Lenders
so direct, shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements then due to the Administrative
Agent and the Issuing Bank from the Borrowers (other than in connection with Banking Services Obligations or Swap Agreement Obligations),
second, to pay any fees, indemnities, or expense reimbursements then due to the Lenders from the Borrowers (other than in
connection with Banking Services Obligations or Swap Agreement Obligations), third, to pay interest due in respect of the
Overadvances and Protective Advances, fourth, to pay the principal of the Overadvances and Protective Advances, fifth,
to pay interest then due and payable on the Loans (other than the Overadvances and Protective Advances) ratably, sixth,
to prepay principal on the Loans (other than the Overadvances and Protective Advances) and unreimbursed LC Disbursements and to
pay any amounts owing in respect of Swap Agreement Obligations up to and including the amount most recently provided to the Administrative
Agent pursuant to Section 2.22, for which Reserves have been established, ratably), seventh, to pay an amount to the
Administrative Agent equal to one hundred five percent (105%) of the aggregate undrawn face amount of all outstanding Letters of
Credit and the aggregate amount of any unpaid LC Disbursements, to be held as cash collateral for such Obligations, eighth,
to payment of any amounts owing in respect of Banking Services Obligations and Swap Agreement Obligations up to and including the
amount most recently provided to the Administrative Agent pursuant to Section 2.22 and to the extent not paid pursuant to
clause sixth above, and ninth, to the payment of any other Secured Obligation due to the Administrative Agent or any Lender
by the Borrowers.  Notwithstanding the foregoing amounts received from any Loan Party shall not be applied to any Excluded
Swap Obligation of such Loan Party. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by
the Borrower Representative, or unless a Default is in existence, neither the Administrative Agent nor any Lender shall apply any
payment which it receives to any Eurodollar Loan of a Class, except (a) on the expiration date of the Interest Period applicable
thereto or (b) in the event, and only to the extent, that there are no outstanding ABR Loans of the same Class and, in
any such event, the Borrowers shall pay the break funding payment required in accordance with Section 2.16. The Administrative
Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds
and payments to any portion of the Secured Obligations.


 


(c)          At
the election of the Administrative Agent, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses
(including, without limitation, all reimbursement for fees, costs and expenses pursuant to Section 9.03), and other sums payable
under the Loan Documents, may be paid from the proceeds of Borrowings made hereunder whether made following a request by the Borrower
Representative pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit
account of any Borrower maintained with the Administrative Agent. The Borrowers hereby irrevocably authorize (i) the Administrative
Agent to make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or
any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Swingline
Loans and Overadvances, but such a Borrowing may only constitute a Protective Advance if it is to reimburse costs, fees and expenses
as described in Section 9.03) and that all such Borrowings shall be deemed to have been requested pursuant to Section 2.03,
2.04 or 2.05, as applicable, and (ii) the Administrative Agent to charge any deposit account of any Borrower maintained with
the Administrative Agent for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under
the Loan Documents.


 






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(d)          If,
except as otherwise expressly provided herein, any Lender shall, by exercising any right of setoff or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements resulting in
such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements
and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the
Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations
in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall
be shared by all such Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective
Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are
purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the
purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall
not be construed to apply to any payment made by the Borrowers pursuant to and in accordance with the express terms of this Agreement
or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations
in LC Disbursements or Swingline Loans to any assignee or participant, other than to the Borrowers or any Subsidiary or Affiliate
thereof (as to which the provisions of this paragraph shall apply). Each Borrower consents to the foregoing and agrees, to the
extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements
may exercise against such Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender
were a direct creditor of such Borrower in the amount of such participation.


 


(e)          Unless
the Administrative Agent shall have received, prior to any date on which any payment is due to the Administrative Agent for the
account of the Lenders or the Issuing Bank pursuant to the terms hereof or any other Loan Document (including any date that is
fixed for prepayment by notice from the Borrower Representative to the Administrative Agent pursuant to Section 2.11(e)),
notice from the Borrower Representative that the Borrowers will not make such payment or prepayment, the Administrative Agent may
assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption,
distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if the Borrowers have not in
fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative
Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and
including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater
of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank
compensation.


 


(f)           The
Administrative Agent may from time to time provide the Borrowers with account statements or invoices with respect to any of the
Secured Obligations (the "Statements"). The Administrative Agent is under no duty or obligation to provide Statements,
which, if provided, will be solely for the Borrowers' convenience. Statements may contain estimates of the amounts owed during
the relevant billing period, whether of principal, interest, fees or other Secured Obligations. If the Borrowers pay the full amount
indicated on a Statement on or before the due date indicated on such Statement, the Borrowers shall not be in default of payment
with respect to the billing period indicated on such Statement; provided, that acceptance by the Administrative Agent, on
behalf of the Lenders, of any payment that is less than the total amount actually due at that time (including but not limited to
any past due amounts) shall not constitute a waiver of the Administrative Agent's or the Lenders' right to receive payment in full
at another time.


 






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SECTION 2.19     Mitigation
Obligations; Replacement of Lenders.


 


(a)          If
any Lender requests compensation under Section 2.15, or if the Borrowers are required to pay any Indemnified Taxes or
additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then
such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or
to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender,
such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as the
case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise
be disadvantageous to such Lender. The Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.


 


(b)          If
any Lender requests compensation under Section 2.15, or if the Borrowers are required to pay any Indemnified Taxes or
additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or
if any Lender becomes a Defaulting Lender, then the Borrowers may, at their sole expense and effort, upon notice by the Borrower
Representative to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance
with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights
to payments pursuant to Section 2.15 or 2.17) and obligations under this Agreement and other Loan Documents to an assignee
that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided
that (i) the Borrower Representative shall have received the prior written consent of the Administrative Agent (and in circumstances
where its consent would be required under Section 9.04, the Issuing Bank and the Swingline Lender), which consent shall not
unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of
its Loans and funded participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other
amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees)
or the Borrowers (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for
compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result
in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if,
prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment
and delegation cease to apply. Each party hereto agrees that (x) an assignment required pursuant to this paragraph may be
effected pursuant to an Assignment and Assumption executed by the Borrower Representative, the Administrative Agent and the assignee
(or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic
Platform as to which the Administrative Agent and such parties are participants), and (y) the Lender required to make such
assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to an
be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such
assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable
Lender, provided that any such documents shall be without recourse to or warranty by the parties thereto.


 


SECTION 2.20     Defaulting
Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then
the following provisions shall apply for so long as such Lender is a Defaulting Lender:


 


(a)          fees
shall cease to accrue on the unfunded portion of the Revolving Commitment of such Defaulting Lender pursuant to Section 2.12(a);


 






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(b)          any
payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting
Lender (whether voluntary or mandatory, at maturity, pursuant to Section 2.18(b) or otherwise) or received by the Administrative
Agent from a Defaulting Lender pursuant to Section 9.08 shall be applied at such time or times as may be determined by the
Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative
Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing
Bank or Swingline Lender hereunder; third, to cash collateralize the Issuing Bank's LC Exposure with respect to such Defaulting
Lender in accordance with this Section; fourth, as the Borrower Representative may request (so long as no Default or Event
of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof
as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative
Agent and the Borrower Representative, to be held in a deposit account and released pro rata in order to (x) satisfy such
Defaulting Lender's potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize
the Issuing Bank's future LC Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under
this Agreement, in accordance with this Section; sixth, to the payment of any amounts owing to the Lenders, the Issuing
Bank or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing
Bank or Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender's breach of its obligations under
this Agreement or under any other Loan Document; seventh, so long as no Default or Event of Default exists, to the payment
of any amounts owing to the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by any Borrower
against such Defaulting Lender as a result of such Defaulting Lender's breach of its obligations under this Agreement or under
any other Loan Document; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction;
provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements in respect
of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters
of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall
be applied solely to pay the Loans of, and LC Disbursements owed to, all non-Defaulting Lenders on a pro rata basis prior to being
applied to the payment of any Loans of, or LC Disbursements owed to, such Defaulting Lender until such time as all Loans and funded
and unfunded participations in the Borrowers' obligations corresponding to such Defaulting Lender's LC Exposure and Swingline
Loans are held by the Lenders pro rata in accordance with the Commitments without giving effect to clause (d) below. Any
payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by
a Defaulting Lender or to post cash collateral pursuant to this Section shall be deemed paid to and redirected by such Defaulting
Lender, and each Lender irrevocably consents hereto;


 


(c)          such
Defaulting Lender shall not have the right to vote on any issue on which voting is required (other than to the extent expressly
provided in Section 9.02(b)) and the Commitment and Revolving Exposure of such Defaulting Lender shall not be included in
determining whether the Required Lenders or the Supermajority Lenders have taken or may take any action hereunder (including any
consent to any amendment, waiver or other modification pursuant to Section 9.02) or under any other Loan Document; provided,
that, except as otherwise provided in Section 9.02, this clause (c) shall not apply to the vote of a Defaulting Lender
in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected
thereby;


 


(d)          if
any Swingline Exposure or LC Exposure exists at the time a Lender becomes a Defaulting Lender then:


 


(i)          all
or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting
Lenders in accordance with their respective Applicable Percentages but only to the extent that such reallocation does not, as
to any non-Defaulting Lender, cause such non-Defaulting Lender's Revolving Exposure to exceed its Revolving Commitment;


 


(ii)         if
the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrowers shall within one
(1) Business Day following notice by the Administrative Agent (x) first, prepay such Swingline Exposure and (y) second,
cash collateralize, for the benefit of the Issuing Bank, the Borrowers' obligations corresponding to such Defaulting Lender's
LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures
set forth in Section 2.06(j) for so long as such LC Exposure is outstanding;


 






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(iii)        if
the Borrowers cash collateralize any portion of such Defaulting Lender's LC Exposure pursuant to clause (ii) above, the Borrowers
shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(b) with respect to such Defaulting
Lender's LC Exposure during the period such Defaulting Lender's LC Exposure is cash collateralized;


 


(iv)        if
the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders
pursuant to Sections 2.12(a) and 2.12(b) shall be adjusted in accordance with such non-Defaulting Lenders' Applicable
Percentages; and


 


(v)         if
all or any portion of such Defaulting Lender's LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or
(ii) above, then, without prejudice to any rights or remedies of the Issuing Bank or any other Lender hereunder, all letter
of credit fees payable under Section 2.12(b) with respect to such Defaulting Lender's LC Exposure shall be payable to
the Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and


 


(e)          so
long as such Lender is a Defaulting Lender, the Issuing Bank shall not be required to issue, amend, renew, extend or increase any
Letter of Credit, unless it is satisfied that the related exposure and such Defaulting Lender's then outstanding LC Exposure will
be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrowers in accordance
with Section 2.20(d), and Swingline Exposure related to any such newly made Swingline Loan or LC Exposure related to any newly
issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.20(d)(i) (and
such Defaulting Lender shall not participate therein).


 


If (i) a Bankruptcy
Event or a Bail-In Action with respect to the Parent of any Lender shall occur following the date hereof and for so long as such
event shall continue or (ii) the Swingline Lender or the Issuing Bank has a good faith belief that any Lender has defaulted
in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, the Swingline Lender
shall not be required to fund any Swingline Loan and the Issuing Bank shall not be required to issue, amend or increase any Letter
of Credit, unless the Swingline Lender or the Issuing Bank, as the case may be, shall have entered into arrangements with the Borrowers
or such Lender, satisfactory to the Swingline Lender or the Issuing Bank, as the case may be, to defease any risk to it in respect
of such Lender hereunder.


 


In the event that each
of the Administrative Agent, the Borrowers, the Swingline Lender and the Issuing Bank agrees that a Defaulting Lender has adequately
remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Lenders
shall be readjusted to reflect the inclusion of such Lender's Revolving Commitment and on the date of such readjustment such Lender
shall purchase at par such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine
may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.


 






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SECTION 2.21     Returned
Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations (including
a payment effected through exercise of a right of setoff), the Administrative Agent or any Lender is for any reason compelled
to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent,
set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any
other reason (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion),
then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue
in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender. The provisions
of this Section 2.21 shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative
Agent or any Lender in reliance upon such payment or application of proceeds. The provisions of this Section 2.21 shall survive
the termination of this Agreement.


 


SECTION 2.22     Banking
Services and Swap Agreements. Each Lender other than JPMCB or Affiliate thereof providing Banking Services for, or having
Swap Agreements with, any Loan Party or any Subsidiary of a Loan Party shall deliver to the Administrative Agent, promptly after
entering into such Banking Services or Swap Agreements, written notice setting forth the aggregate amount of all Banking Services
Obligations and Swap Agreement Obligations of such Loan Party or Subsidiary thereof to such Lender or Affiliate (whether matured
or unmatured, absolute or contingent). In addition, each such Lender or Affiliate thereof shall deliver to the Administrative
Agent, following the end of each calendar month, a summary of the amounts due or to become due in respect of such Banking Services
Obligations and Swap Agreement Obligations. The most recent information provided to the Administrative Agent shall be used in
determining the amounts to be applied in respect of such Banking Services Obligations and/or Swap Agreement Obligations pursuant
to Section 2.18(b) and which tier of the waterfall, contained in Section 2.18(b), such Banking Services Obligations
and/or Swap Agreement Obligations will be placed. For the avoidance of doubt, so long as JPMCB or its Affiliate is the Administrative
Agent, neither JPMCB nor any of its Affiliates providing Banking Services for, or having Swap Agreements with, any Loan Party
or any Subsidiary or Affiliate of a Loan Party shall be required to provide any notice described in this Section 2.22 in
respect of such Banking Services or Swap Agreements.


 


ARTICLE III


 


Representations and Warranties.


 


Each Loan Party represents
and warrants to the Lenders that:


 


SECTION 3.01     Organization;
Powers. Each Loan Party and each Subsidiary is duly organized or formed, validly existing and in good standing under the laws
of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and,
except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect, and except to the extent required in connection with a transaction permitted under Section 6.03, is qualified
to do business, and is in good standing, in every jurisdiction where such qualification is required. No Loan Party or any Subsidiary
is a Covered Entity.


 


SECTION 3.02     Authorization;
Enforceability. The Transactions are within each Loan Party's corporate or other organizational powers and have been duly
authorized by all necessary corporate or other organizational actions and, if required, actions by equity holders. Each Loan Document
to which each Loan Party is a party has been duly executed and delivered by such Loan Party and constitutes a legal, valid and
binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless
of whether considered in a proceeding in equity or at law.


 


SECTION 3.03     Governmental
Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with,
or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect
and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement
of Law applicable to any Loan Party or any Subsidiary, (c) will not violate or result in a default under any indenture, agreement
or other instrument binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiary, or give rise
to a right thereunder to require any payment to be made by any Loan Party or any Subsidiary, and (d) will not result in the
creation or imposition of, or the requirement to create, any Lien on any asset of any Loan Party or any Subsidiary, except Liens
created pursuant to the Loan Documents.


 






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SECTION 3.04     Financial
Condition; No Material Adverse Change.


 


(a)          Haynes
Parent has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and
cash flows (i) as of and for the fiscal year ended September 30, 2019, reported on by Deloitte LLP, independent public
accountants, and (ii) as of and for the fiscal month and the portion of the fiscal year ended August 31, 2020, certified
by a Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results
of operations and cash flows of Haynes Parent and its consolidated Subsidiaries as of such dates and for such periods in accordance
with GAAP, subject to normal year-end audit adjustments and the absence of footnotes in the case of the statements referred to
in clause (ii) above.


 


(b)          No
event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since
September 30, 2019.


 


SECTION 3.05     Properties.


 


(a)          As
of the date of this Agreement, Schedule 3.05 sets forth the address of each parcel of real property that is owned or leased
by any Loan Party. Each of such leases and subleases is valid and enforceable in accordance with its terms and is in full force
and effect, and no default by any party to any such lease or sublease exists. Each of the Loan Parties and each of its Subsidiaries
has good and indefeasible title to, or valid leasehold interests in, all of its real and personal property, free of all Liens other
than those permitted by Section 6.02.


 


(b)          Each
Loan Party and each Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual
property necessary to its business as currently conducted, a correct and complete list of which, as of the date of this Agreement,
is set forth on Schedule 3.05, and the use thereof by each Loan Party and each Subsidiary does not infringe in any material
respect upon the rights of any other Person, and each Loan Party's and each Subsidiary's rights thereto are not subject to any
licensing agreement or similar arrangement.


 


SECTION 3.06     Litigation
and Environmental Matters.


 


(a)          There
are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge
of any Loan Party, threatened against or affecting any Loan Party or any Subsidiary (i) as to which there is a reasonable
possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the
aggregate, to result in a Material Adverse Effect or (ii) that involve any Loan Document or the Transactions.


 


(b)          (i) Except
for the Disclosed Matters, no Loan Party or any Subsidiary has received notice of any claim with respect to any Environmental Liability
or knows of any basis for any Environmental Liability and (ii) except with respect to any other matters that, individually
or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or any Subsidiary (A) has
failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required
under any Environmental Law, (B) has become subject to any Environmental Liability, (C) has received notice of any claim
with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liability.


 






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(c)          Since
the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate,
has resulted in, or materially increased the likelihood of, a Material Adverse Effect.


 


SECTION 3.07     Compliance
with Laws and Agreements; No Default. Except where the failure to do so, individually or in the aggregate, could not reasonably
be expected to result in a Material Adverse Effect, each Loan Party and each Subsidiary is in compliance with (a) all Requirement
of Law applicable to it or its property and (b) all indentures, agreements and other instruments binding upon it or its property.
No Default has occurred and is continuing.


 


SECTION 3.08     Investment
Company Status. No Loan Party or any Subsidiary is an "investment company" as defined in, or subject to regulation
under, the Investment Company Act of 1940.


 


SECTION 3.09     Taxes.
Each Loan Party and each Subsidiary has timely filed or caused to be filed all Tax returns and reports required to have been filed
and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in
good faith by appropriate proceedings and for which such Loan Party or such Subsidiary, as applicable, has set aside on its books
adequate reserves or (b) tax liability in excess of $2,500,000. No tax liens have been filed and no claims are being asserted
with respect to any such taxes.


 


SECTION 3.10     ERISA.
No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for
which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. Except as
could not reasonably be expected to result in liability of the Loan Parties and their Subsidiaries in an aggregate amount in excess
of $2,500,000, (i) each Foreign Plan complies with, and has been operated in accordance with, all applicable laws and the
terms of such Foreign Plan and (ii) no Loan Party has any liability for a fine, penalty, damage, or excise tax with respect
to a Foreign Plan and no Loan Party has received notice from a Governmental Authority, plan administrator, or participant (or
any participant's agent) that any such fine, penalty, damage or excise tax may be owing by such Loan Party with respect to any
Foreign Plan.


 


SECTION 3.11     Disclosure.
The Loan Parties have disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which any Loan
Party or any Subsidiary is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably
be expected to result in a Material Adverse Effect. None of the reports, financial statements, certificates or other information
furnished by or on behalf of any Loan Party or any Subsidiary to the Administrative Agent or any Lender in connection with the
negotiation of this Agreement or any other Loan Document (as modified or supplemented by other information so furnished) contains
any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading; provided that, with respect to projected financial information,
the Loan Parties represent only that such information was prepared in good faith based upon assumptions believed to be reasonable
at the time delivered and, if such projected financial information was delivered prior to the Effective Date, as of the Effective
Date.


 


SECTION 3.12     Material
Agreements. Except as could not reasonably be expected to result in a Material Adverse Effect, no Loan Party is in default
in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in (a) any agreement
to which it is a party, including, without limitation, the Timet Documents or the Collective Bargaining Agreements or (b) any
agreement or instrument evidencing or governing Indebtedness.


 






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SECTION 3.13          Solvency.


 


(a)          Immediately
after the consummation of the Transactions to occur on the Effective Date, (i) the fair value of the assets of each Loan Party,
at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (ii) the present fair saleable
value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of
its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and
matured; (iii) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such
debts and liabilities become absolute and matured; and (iv) no Loan Party will have unreasonably small capital with which
to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted after the Effective
Date.


 


(b)          No
Loan Party intends to, nor will permit any Subsidiary to, and no Loan Party believes that it or any Subsidiary will, incur debts
beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it
or any such Subsidiary and the timing of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness
of any such Subsidiary.


 


SECTION 3.14          Insurance.
Schedule 3.14 sets forth a description of all insurance maintained by or on behalf of the Loan Parties and their Subsidiaries
as of the Effective Date. As of the Effective Date, all premiums in respect of such insurance have been paid. Each Borrower maintains,
and has caused each Subsidiary to maintain, with financially sound and reputable insurance companies, insurance on all their real
and personal property in such amounts, subject to such deductibles and self-insurance retentions and covering such properties
and risks as are adequate and customarily maintained by companies engaged in the same or similar businesses operating in the same
or similar locations.


 


SECTION 3.15          Capitalization
and Subsidiaries. Schedule 3.15 sets forth as of the Effective Date, (a) a correct and complete list of the name
and relationship to Haynes Parent of each and all of Haynes Parent's Subsidiaries, (b) a true and complete listing of each
class of each Borrower's authorized Equity Interests, all of which issued Equity Interests are validly issued, outstanding, fully
paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.15, and (c) the
type of entity of Haynes Parent and each of its Subsidiaries. All of the issued and outstanding Equity Interests owned by any
Loan Party have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued
and are fully paid and non-assessable. There are no outstanding commitments or other obligations of any Loan Party to issue, and
no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests
of any Loan Party.


 


SECTION 3.16          Security
Interest in Collateral. The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all
of the Collateral in favor of the Administrative Agent, for the benefit of the Secured Parties, and such Liens constitute perfected
and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the applicable Loan Party and all
third parties, and having priority over all other Liens on the Collateral except in the case of (a) Permitted Encumbrances,
to the extent any such Permitted Encumbrances would have priority over the Liens in favor of the Administrative Agent pursuant
to any applicable law and (b) Liens perfected only by possession (including possession of any certificate of title) to the
extent the Administrative Agent has not obtained or does not maintain possession of such Collateral.


 






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SECTION 3.17          Employment
Matters and Labor Disputes.


 


(a)          As
of the Effective Date, there are no strikes, lockouts or slowdowns against any Loan Party or any Subsidiary pending or, to the
knowledge of any Loan Party, threatened. The hours worked by and payments made to employees of the Loan Parties and their Subsidiaries
have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law dealing
with such matters. All payments due from any Loan Party or any Subsidiary, or for which any claim may be made against any Loan
Party or any Subsidiary, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued
as a liability on the books of such Loan Party or such Subsidiary.


 


(b)          Set
forth on Schedule 3.17 is a list (including dates of termination) of all collective bargaining or similar agreements between or
applicable to each Loan Party and any union, labor organization or other bargaining agent in respect of the employees any Loan
Party on the date hereof.


 


(c)          There
is (A) no significant unfair labor practice complaint pending against any Loan Party or, to the best of the Loan Parties'
knowledge, threatened against it, before the National Labor Relations Board (or similar Governmental Authority), and no significant
grievance or significant arbitration proceeding arising out of or under any collective bargaining agreement is pending on the date
hereof against any Loan Party or, to best of any Loan Party's knowledge, threatened against it, which, in either case, has or could
reasonably be expected to have a Material Adverse Effect, and (B) no significant strike, labor dispute, slowdown or stoppage is
pending against a Loan Party or, to the best of any Loan Party's knowledge, threatened against any Loan Party which has or could
reasonably be expected to have a Material Adverse Effect.


 


SECTION 3.18          Margin
Regulations. No Loan Party is engaged and will not engage, principally or as one of its important activities, in the business
of purchasing or carrying Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock, and no part
of the proceeds of any Borrowing or Letter of Credit hereunder will be used to buy or carry any Margin Stock. Following the application
of the proceeds of each Borrowing or drawing under each Letter of Credit, not more than 25% of the value of the assets (either
of any Loan Party only or of the Loan Parties and their Subsidiaries on a consolidated basis) will be Margin Stock.


 


SECTION 3.19          Use
of Proceeds. The proceeds of the Loans have been used and will be used, whether directly or indirectly as set forth in Section 5.08.


 


SECTION 3.20          No
Burdensome Restrictions. No Loan Party is subject to any Burdensome Restrictions except Burdensome Restrictions permitted
under Section 6.10.


 


SECTION 3.21          Anti-Corruption
Laws and Sanctions. Each Loan Party has implemented and maintains in effect policies and procedures designed to ensure compliance
by such Loan Party, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws
and applicable Sanctions, and such Loan Party, its Subsidiaries and their respective officers and directors and, to the knowledge
of such Loan Party, its employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material
respects. None of (a) any Loan Party, any Subsidiary or any of their respective directors, officers or, employees,
or (b) to the knowledge of any such Loan Party or Subsidiary, any agent of such Loan Party or any Subsidiary that will act
in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing
or Letter of Credit, use of proceeds, Transaction or other transaction contemplated by this Agreement or the other Loan Documents
will violate Anti-Corruption Laws or applicable Sanctions.


 






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SECTION 3.22          Common
Enterprise. The successful operation and condition of each of the Loan Parties is dependent on the continued successful performance
of the functions of the group of the Loan Parties as a whole and the successful operation of each of the Loan Parties is dependent
on the successful performance and operation of each other Loan Party. Each Loan Party expects to derive benefit (and its board
of directors or other governing body has determined that it may reasonably be expected to derive benefit), directly and indirectly,
from (a) successful operations of each of the other Loan Parties and (b) the credit extended by the Lenders to the Borrowers
hereunder, both in their separate capacities and as members of the group of companies. Each Loan Party has determined that execution,
delivery, and performance of this Agreement and any other Loan Documents to be executed by such Loan Party is within its purpose,
in furtherance of its direct and/or indirect business interests, will be of direct and/or indirect benefit to such Loan Party,
and is in its best interest.


 


SECTION 3.23          Affected
Financial Institutions. No Loan Party is an Affected Financial Institution.


 


SECTION 3.24          Plan
Assets; Prohibited Transactions. No Loan Party or any of its Subsidiaries is an entity deemed to hold "plan assets"
(within the meaning of the Plan Asset Regulations), and neither the execution, delivery nor performance of the transactions contemplated
under this Agreement, including the making of any Loan and the issuance of any Letter of Credit hereunder, will give rise to a
non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.


 


ARTICLE IV


 


Conditions.


 


SECTION 4.01           Effective
Date. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not
become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):


 


(a)          Credit
Agreement and Other Loan Documents. The Administrative Agent (or its counsel) shall have received (i) from each party
hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory
to the Administrative Agent (which may include facsimile or other electronic transmission of a signed signature page of this
Agreement) that such party has signed a counterpart of this Agreement, (ii) either (A) a counterpart of each other Loan
Document signed on behalf of each party thereto or (B) written evidence satisfactory to the Administrative Agent (which may
include facsimile or other electronic transmission of a signed signature page thereof) that each such party has signed a counterpart
of such Loan Document and (iii) such other certificates, documents, instruments and agreements as the Administrative Agent
shall reasonably request in connection with the transactions contemplated by this Agreement and the other Loan Documents, including
any promissory notes requested by a Lender pursuant to Section 2.10 payable to the order of each such requesting Lender and
a written opinion of the Loan Parties' counsel, addressed to the Administrative Agent, the Issuing Bank and the Lenders (together
with any other real estate related opinions separately described herein), all in form and substance satisfactory to the Administrative
Agent and its counsel.


 


(b)          Financial
Statements and Projections. The Lenders shall have received (i) audited consolidated financial statements of Haynes Parent
and its Subsidiaries for the 2017, 2018 and 2019 fiscal years, (ii) unaudited interim consolidated financial statements of
Haynes Parent and its Subsidiaries for each fiscal month ended after the date of the latest applicable financial statements delivered
pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements
shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial
condition of Haynes Parent and its Subsidiaries, as reflected in the audited, consolidated financial statements described in clause
(i) of this paragraph and (iii) satisfactory projections from October 1, 2020 through September 30, 2021.


 






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(c)          Closing
Certificates; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received
(i) a certificate of each Loan Party, dated the Effective Date and executed by its Secretary or Assistant Secretary, which
shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and
performance of the Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the officers
of such Loan Party authorized to sign the Loan Documents to which it is a party and, in the case of each Borrower, its Financial
Officers, and (C) contain appropriate attachments, including the certificate or articles of incorporation or organization
of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct
copy of its by-laws or operating, management or partnership agreement, or other organizational or governing documents, and (ii) a
good standing certificate for each Loan Party from its jurisdiction of organization or the substantive equivalent available in
the jurisdiction of organization for each Loan Party from the appropriate governmental officer in such jurisdiction.


 


(d)          No
Default Certificate. The Administrative Agent shall have received a certificate, signed by a Financial Officer of each Borrower
and each other Loan Party, dated as of the Effective Date (i) stating that no Default has occurred and is continuing, (ii) stating
that the representations and warranties contained in the Loan Documents are true and correct as of such date, and (iii) certifying
as to any other factual matters as may be reasonably requested by the Administrative Agent.


 


(e)          Fees.
The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices
have been presented (including the reasonable fees and expenses of legal counsel), on or before the Effective Date. All such amounts
will be paid with proceeds of Loans made on the Effective Date and will be reflected in the funding instructions given by the Borrower
Representative to the Administrative Agent on or before the Effective Date.


 


(f)          Lien
Searches. The Administrative Agent shall have received the results of a recent lien search in each jurisdiction where the Loan
Parties are organized and where the assets of the Loan Parties are located, and such search shall reveal no Liens on any of the
assets of the Loan Parties except for Liens permitted by Section 6.02 or discharged on or prior to the Effective Date pursuant
to a pay-off letter or other documentation satisfactory to the Administrative Agent.


 


(g)          Pay-Off
Letter. The Administrative Agent shall have received satisfactory pay-off letters for all existing Indebtedness to be repaid
from the proceeds of the initial Borrowing, confirming that all Liens upon any of the property of the Loan Parties constituting
Collateral will be terminated concurrently with such payment and all letters of credit issued or guaranteed as part of such Indebtedness
shall have been cash collateralized or supported by a Letter of Credit.


 


(h)          Funding
Account. The Administrative Agent shall have received a notice setting forth the deposit account(s) of the Borrowers (the
 "Funding Account") to which the Administrative Agent is authorized by the Borrowers to transfer the proceeds of
any Borrowings requested or authorized pursuant to this Agreement.


 


(i)          Customer
List. The Administrative Agent shall have received a true and complete customer list for each Borrower and its Subsidiaries,
which list shall state the customer's name, mailing address and phone number and shall be certified as true and correct by a Financial
Officer of the Borrower Representative.


 


(j)          Control
Agreements. The Administrative Agent shall have received each Deposit Account Control Agreement required to be provided pursuant
to Section 4.14 of the Security Agreement.


 


(k)          Solvency.
The Administrative Agent shall have received a solvency certificate signed by a Financial Officer dated the Effective Date.


 


(l)          Borrowing
Base Certificate. The Administrative Agent shall have received a Borrowing Base Certificate which calculates the Borrowing
Base as of September 30, 2020.


 






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(m)          Closing
Availability. After giving effect to all Borrowings to be made on the Effective Date, the issuance of any Letters of Credit
on the Effective Date and the payment of all fees and expenses due hereunder, and with all of the Loan Parties' indebtedness, liabilities,
and obligations current, Availability shall not be less than $50,000,000.


 


(n)          Pledged
Equity Interests; Stock Powers; Pledged Notes. The Administrative Agent shall have received (i) the certificates representing
the Equity Interests pledged pursuant to the Security Agreement, together with an undated stock power for each such certificate
executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note (if any) pledged to the
Administrative Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer
form in blank) by the pledgor thereof.


 


(o)          Filings,
Registrations and Recordings. Each document (including any Uniform Commercial Code financing statement and short form intellectual
property security agreements) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent
to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of itself, the Lenders
and the other Secured Parties, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person
(other than with respect to Liens expressly permitted by Section 6.02), shall be in proper form for filing, registration or
recordation.


 


(p)          [Reserved].


 


(q)          [Reserved].


 


(r)          [Reserved].


 


(s)          Insurance.
The Administrative Agent shall have received evidence of insurance coverage in form, scope, and substance reasonably satisfactory
to the Administrative Agent and otherwise in compliance with the terms of Section 5.10 hereof and Section 4.12 of the
Security Agreement.


 


(t)          Letter
of Credit Application. If a Letter of Credit is requested to be issued on the Effective Date, the Administrative Agent shall
have received a properly completed letter of credit application (whether standalone or pursuant to a master agreement, as applicable).


 


(u)          Tax
Withholding. The Administrative Agent shall have received a properly completed and signed IRS Form W-8 or W-9, as applicable,
for each Loan Party.


 


(v)          Corporate
Structure. The corporate structure, capital structure and other material debt instruments, material accounts and governing
documents of the Borrowers and their Affiliates shall be acceptable to the Administrative Agent in its sole discretion.


 


(w)          Field
Examination. The Administrative Agent or its designee shall have conducted a field examination of the Borrowers' Accounts, Inventory
and related working capital matters and of the Borrowers' related data processing and other systems, the results of which shall
be satisfactory to the Administrative Agent in its sole discretion.


 


(x)          Legal
Due Diligence. The Administrative Agent and its counsel shall have completed all legal due diligence, the results of which
shall be satisfactory to Administrative Agent in its sole discretion.


 






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(y)          Appraisal(s).
The Administrative Agent shall have received appraisals of the Borrowers' Inventory from one or more firms satisfactory
to the Administrative Agent, which appraisals shall be satisfactory to the Administrative Agent in its sole discretion.


 


(z)          USA
PATRIOT Act, Etc. The Administrative Agent shall have received, at least five (5) days prior to the Effective Date, all
documentation and other information regarding the Borrowers requested in connection with applicable "know your customer"
and anti-money laundering rules and regulations, including the USA PATRIOT Act, to the extent requested in writing of the
Borrowers at least ten (10) days prior to the Effective Date.


 


(aa)          Other
Documents. The Administrative Agent shall have received such other documents as the Administrative Agent, the Issuing Bank,
any Lender or their respective counsel may have reasonably requested.


 


SECTION 4.02           Each
Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of the Issuing Bank
to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:


 


(a)          The
representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects
with the same effect as though made on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension
of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms
is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date,
and that any representation or warranty which is subject to any materiality or Material Adverse Effect qualifier shall be required
to be true and correct in all respects).


 


(b)          At
the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter
of Credit, as applicable, (i) no Default shall have occurred and be continuing and (ii) no Protective Advance shall be
outstanding.


 


(c)          After
giving effect to any Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not
be less than zero.


 


(d)          The
Consolidated Cash Balance on and as of the date of such Borrowing, including a Borrowing of Swingline Loans, or the date of the
issuance, increase, or extension of such Letter of Credit, does not exceed the estimated two week cash needs of the Borrowers,
as determined by the Borrower Representative in good faith, before and after giving effect to such Borrowing or to the issuance,
increase, or extension of such Letter of Credit and to the application of the proceeds therefrom on or around such date.


 


Each Borrowing and each issuance, amendment,
renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the
date thereof as to the matters specified in paragraphs (a), (b), (c) and (d) of this Section.


 


Notwithstanding the failure to satisfy
the conditions precedent set forth in paragraphs (a), (b) or (d) of this Section, unless otherwise directed by the Required
Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall
have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit
for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing,
amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the
best interests of the Lenders.


 






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ARTICLE V


 


Affirmative Covenants.


 


Until all of the Secured
Obligations have been Paid in Full, each Loan Party executing this Agreement covenants and agrees, jointly and severally with all
of the other Loan Parties, with the Lenders that:


 


SECTION 5.01           Financial
Statements; Borrowing Base and Other Information. The Borrowers will furnish to the Administrative Agent and each Lender:


 


(a)          within
ninety (90) days after the end of each fiscal year of Haynes Parent, its audited consolidated and unaudited consolidating
balance sheet and related statements of operations, stockholders' equity and cash flows as of the end of and for such year, setting
forth in each case in comparative form the figures for the previous fiscal year, all such consolidated financial statements reported
on by independent public accountants acceptable to the Required Lenders (without a "going concern" or like qualification,
commentary or exception and without any qualification or exception as to the scope of such audit, other than a "going concern"
or like qualification or exception resulting solely from maturity of the Revolving Commitments occurring within one year from the
date such opinion is delivered) to the effect that such consolidated and consolidating financial statements present fairly in all
material respects the financial condition and results of operations of Haynes Parent and its consolidated Subsidiaries on a consolidated
basis in accordance with GAAP consistently applied;


 


(b)          [reserved].


 


(c)          within
thirty (30) days after the end of each fiscal month of Haynes Parent, or 45 days with respect to the last fiscal month of each
fiscal quarter (beginning with the fiscal month ending September 30, 2020), its consolidated and consolidating balance sheet
and related statements of operations, stockholders' equity and cash flows as of the end of and for such fiscal month and the then
elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or
periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer
of the Borrower Representative as presenting fairly in all material respects the financial condition and results of operations
of Haynes Parent and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject
to normal year-end audit adjustments and the absence of footnotes;


 


(d)          concurrently
with any delivery of financial statements under clause (a), (b) or (c) above, a Compliance Certificate (i) certifying,
in the case of the financial statements delivered under clause (b) or (c), as presenting fairly in all material respects the
financial condition and results of operations of Haynes Parent and its consolidated Subsidiaries on a consolidated basis in accordance
with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, (ii) certifying
as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed
to be taken with respect thereto, (iii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.13
and (iv) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial
statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial
statements accompanying such certificate;


 


(e)          concurrently
with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such
financial statements stating whether they obtained knowledge during the course of their examination of such financial statements
of any Default (which certificate may be limited to the extent required by accounting rules or guidelines);


 






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(f)          as
soon as available but in any event no later than thirty (30) days after the end of each fiscal year of Haynes Parent, a copy of
the plan and forecast (including a projected consolidated and consolidating balance sheet, income statement and cash flow statement)
of Haynes Parent for each month of the upcoming fiscal year (the "Projections") in form reasonably satisfactory
to the Administrative Agent;


 


(g)          as
soon as available but in any event within 20 days of the end of each calendar month (and during an Increased Reporting Period,
on the third Business Day of each calendar week, with respect to the prior week), and at such other times as may be necessary to
re-determine Availability or as may be requested by the Administrative Agent, as of the period then ended, a Borrowing Base Certificate,
and supporting information in connection therewith, together with any additional reports with respect to the Borrowing Base as
the Administrative Agent may reasonably request;


 


(h)          as
soon as available but in any event within 20 days of the end of each calendar month (and during an Increased Reporting Period,
on the third Business Day of each calendar week, with respect to the prior week) and at such other times as may be requested by
the Administrative Agent, in each case, as of the period then ended, all delivered electronically in a text formatted file acceptable
to the Administrative Agent;


 


(i)          a
detailed aging of the Borrowers' Accounts, including all invoices aged by invoice date and due date (with an explanation of the
terms offered), prepared in a manner reasonably acceptable to the Administrative Agent, together with a summary specifying the
name, address, and balance due for each Account Debtor;


 


(ii)           a
schedule detailing the Borrowers' Inventory, in form satisfactory to the Administrative Agent, (1) by location (showing Inventory
in transit, any Inventory located with a third party under any consignment, bailee arrangement, or warehouse agreement), by class
(raw material, work-in-process and finished goods), by product type, and by volume on hand, which Inventory shall be valued at
the lower of cost (determined on a first-in, first-out basis) or market and adjusted for Reserves as the Administrative Agent has
previously indicated to the Borrower Representative are deemed by the Administrative Agent to be appropriate, and (2) including
a report of any variances or other results of Inventory counts performed by the Borrowers since the last Inventory schedule (including
information regarding sales or other reductions, additions, returns, credits issued by Borrowers and complaints and claims made
against the Borrowers); and


 


(iii)          a
worksheet of calculations prepared by the Borrowers to determine Eligible Accounts and Eligible Inventory, such worksheets detailing
the Accounts and Inventory excluded from Eligible Accounts and Eligible Inventory and the reason for such exclusion.


 


(i)          as
soon as available but in any event within 20 days of the end of each calendar month and at such other times as may be requested
by the Administrative Agent, as of the month then ended, a schedule and aging of the Borrowers' accounts payable, delivered electronically
in a text formatted file acceptable to the Administrative Agent;


 


(j)          [reserved];


 






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(k)          promptly
upon the Administrative Agent's request in the Administrative Agent's Permitted Discretion:


 


(i)            a
reconciliation of the Borrowers' Accounts and Inventory between (A) the amounts shown in the Borrowers' general ledger and
financial statements and the reports delivered pursuant to clauses (i) and (ii) of clause (h) above and (B) the
amounts and dates shown in the reports delivered pursuant to clauses (i) and (ii) of clause (h) above and the Borrowing
Base Certificate delivered pursuant to clause (g) above as of such date; and


 


(ii)           a
reconciliation of the loan balance per the Borrowers' general ledger to the loan balance under this Agreement;


 


(iii)          copies
of invoices issued by the Borrowers in connection with any Accounts, credit memos, shipping and delivery documents, and other information
related thereto;


 


(iv)          copies
of purchase orders, invoices, and shipping and delivery documents in connection with any Inventory or Equipment purchased by any
Loan Party;


 


(v)           a
schedule detailing the balance of all intercompany accounts of the Loan Parties;


 


(vi)          an
updated customer list for each Borrower and its Subsidiaries, which list shall state the customer's name, mailing address and phone
number, delivered electronically in a text formatted file acceptable to the Administrative Agent and certified as true and correct
by a Financial Officer of the Borrower Representative;


 


(vii)         the
Borrowers' sales journal, cash receipts journal (identifying trade and non-trade cash receipts) and debit memo/credit memo journal;


 


(viii)        copies
of all tax returns filed by any Loan Party with the U.S. Internal Revenue Service; and


 


(ix)          a
certificate of good standing or the substantive equivalent available in the jurisdiction of incorporation, formation or organization
for each Loan Party from the appropriate governmental officer in such jurisdiction.


 


(l)           [reserved];


 


(m)         [reserved];


 


(n)          [reserved];


 


(o)          promptly
upon request therefor by the Administrative Agent in the Administrative Agent's Permitted Discretion, a detailed listing of all
advances of proceeds of Loans requested by the Borrower Representative for each Borrower during the immediately preceding calendar
month and a detailed listing of all intercompany loans made by the Borrowers during such calendar month;


 


(p)          promptly
upon request therefor by the Administrative Agent, copies of all periodic and other reports, proxy statements and other materials
filed by any Loan Party or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions
of the SEC, or with any national securities exchange, or distributed by any Borrower to its shareholders generally, as the case
may be;


 






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(q)          promptly
after any request therefor by the Administrative Agent in the Administrative Agent's Permitted Discretion or any Lender, copies
of (i) any documents described in Section 101(k)(1) of ERISA that any Borrower or any ERISA Affiliate may request
with respect to any Multiemployer Plan and (ii) any notices described in Section 101(l)(1) of ERISA that any Borrower
or any ERISA Affiliate may request with respect to any Multiemployer Plan; provided that if a Borrower or any ERISA Affiliate
has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable
Borrower or the applicable ERISA Affiliate shall promptly make a request for such documents and notices from such administrator
or sponsor and shall provide copies of such documents and notices promptly after receipt thereof;


 


(r)          promptly
following any request therefor by the Administrative Agent in the Administrative Agent's Permitted Discretion, (i) such other
information regarding the operations, material changes in ownership of Equity Interests, business affairs and financial condition
of any Loan Party or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender
may reasonably request, and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender
for purposes of compliance with applicable "know your customer" and anti-money laundering rules and regulations,
including the USA PATRIOT Act;


 


(s)          promptly
after receipt thereof by any Borrower or any Subsidiary, copies of each notice or other correspondence received from the SEC (or
comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry
by the SEC or such other agency regarding financial or other operational results of any Borrower or any Subsidiary thereof; and


 


(t)          promptly
following any request therefor by the Administrative Agent in the Administrative Agent's Permitted Discretion, copies of any detailed
audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of
directors) of any Borrower by independent accountants in connection with the accounts or books of such Borrower or any Subsidiary,
or any audit of any of them as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request.


 


Documents required to be delivered pursuant
to Section 5.01(a), (b) or (p) (to the extent any such documents are included in materials otherwise filed with
the SEC) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which
such materials are publicly available as posted on the Electronic Data Gathering, Analysis and Retrieval system (EDGAR); or (ii) on
which such documents are posted on a Borrower's behalf on an Internet or intranet website, if any, to which each Lender and the
Administrative Agent have access (whether a commercial, third-party website or whether made available by the Administrative Agent);
provided that: (A) upon written request by the Administrative Agent (or any Lender through the Administrative Agent)
to the Borrower Representative, the Borrower Representative shall deliver paper copies of such documents to the Administrative
Agent or such Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender
and (B) the Borrower Representative shall notify the Administrative Agent and each Lender (by fax or through Electronic Systems)
of the posting of any such documents and provide to the Administrative Agent through Electronic Systems electronic versions (i.e.,
soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper
copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by any Borrower
with any such request by a Lender for delivery, and each Lender shall be solely responsible for timely accessing posted documents
or requesting delivery of paper copies of such documents to it and maintaining its copies of such documents.


 


SECTION 5.02           Notices
of Material Events. The Borrowers will furnish to the Administrative Agent (for distribution to each Lender) prompt (but in
any event within three Business Days after knowledge or receipt thereof, except as otherwise provided below) written notice of
the following:


 


(a)          the
occurrence of any Default;


 






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(b)          receipt
of any notice of any investigation by a Governmental Authority or any litigation or proceeding commenced or threatened against
any Loan Party or any Subsidiary that (i) seeks damages in excess of $1,000,000, (ii) seeks injunctive relief, (iii) is
asserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party
or any Subsidiary, (v) alleges the violation of, or seeks to impose remedies under, any Environmental Law or related Requirement
of Law, or seeks to impose Environmental Liability in excess of $1,000,000, (vi) asserts liability on the part of any Loan
Party or any Subsidiary in excess of $1,000,000 in respect of any tax, fee, assessment, or other governmental charge, or (vii) involves
any product recall;


 


(c)          any
Lien (other than Permitted Encumbrances) or claim made or asserted against any of the Collateral;


 


(d)          any
loss, damage, or destruction to the Collateral in the amount of $1,000,000 or more, whether or not covered by insurance;


 


(e)          within
two (2) Business Days of receipt thereof, any and all default notices received under or with respect to any leased location
or public warehouse where Collateral is located;


 


(f)          all
material amendments to the Timet Documents and the Collective Bargaining Agreements, together with a copy of each such amendment;


 


(g)          within
two (2) Business Days after the occurrence thereof, any Loan Party entering into a Swap Agreement or an amendment thereto,
together with copies of all agreements evidencing such Swap Agreement or amendment;


 


(h)          the
occurrence of any ERISA Event;


 


(i)           any
material change in accounting or financial reporting practices by any Borrower or any Subsidiary;


 


(j)           any
change in the credit ratings from a credit rating agency, or the placement by a credit rating agency of any Loan Party on a "Credit
Watch" or "WatchList" or any similar list, in each case with negative implications, or the cessation by a credit
rating agency of, or its intent to cease, rating such Loan Party's debt; and


 


(k)          any
other development that results, or could reasonably be expected to result in, a Material Adverse Effect.


 


Each notice delivered under this Section shall
be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Representative setting forth the
details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.


 


SECTION 5.03           Existence;
Conduct of Business. Each Loan Party will, and will cause each Subsidiary to, (a) do or cause to be done all things necessary
to preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, licenses, permits, franchises,
governmental authorizations, intellectual property rights, licenses and permits necessary to the conduct of its business, and
maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted, except in each
case to the extent that the failure to so maintain the same does not have or could not reasonably be expected to have a Material
Adverse Effect, provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted
under Section 6.03, and (b) carry on and conduct its business in substantially the same manner and in substantially
the same fields of enterprise as it is presently conducted.


 






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SECTION 5.04           Payment
of Obligations. Each Loan Party will, and will cause each Subsidiary to, pay or discharge all Material Indebtedness and all
other material liabilities and obligations, including Taxes, before the same shall become delinquent or in default, except where
(a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) such Loan Party
or Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) such liabilities
would not result in aggregate liabilities in excess of $10,000,000 and none of the Collateral would become subject to forfeiture
or loss as a result of the contest; provided, however, that each Loan Party will, and will cause each Subsidiary
to, remit withholding taxes and other payroll taxes to appropriate Governmental Authorities as and when claimed to be due, notwithstanding
the foregoing exceptions.


 


SECTION 5.05           Maintenance
of Properties. Each Loan Party will, and will cause each Subsidiary to, keep and maintain all property material to the conduct
of its business in good working order and condition, ordinary wear and tear excepted.


 


SECTION 5.06           Books
and Records; Inspection Rights


 


. Each Loan Party will,
and will cause each Subsidiary to, (a) keep proper books of record and account in which full, true and correct entries are
made of all dealings and transactions in relation to its business and activities and (b) permit any representatives designated
by the Administrative Agent or any Lender (including employees of the Administrative Agent, any Lender or any consultants, accountants,
lawyers, agents and appraisers retained by the Administrative Agent), upon reasonable prior notice, to visit and inspect its properties,
to conduct at such Loan Party's premises field examinations of such Loan Party's assets, liabilities, books and records, including
examining and making extracts from its books and records, environmental assessment reports and Phase I or Phase II studies, and
to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and
as often as reasonably requested. Each Loan Party acknowledges that the Administrative Agent, after exercising its rights of inspection,
may prepare and distribute to the Lenders certain Reports pertaining to each Loan Party's assets for internal use by the Administrative
Agent and the Lenders. The Loan Parties shall be responsible for the costs of expenses of one field examination during any 12-month
period and one (1) additional field examination (for the total of two such field examinations during any 12-month period)
conducted at any time after Availability falls below the greater of (i) $15,000,000 and (ii)15% of the Aggregate Revolving
Commitment; provided, that the Loan Parties shall be responsible for the costs and expenses of all field examinations conducted
while an Event of Default has occurred and is continuing.


 


SECTION 5.07           Compliance
with Laws and Material Contractual Obligations. Each Loan Party will, and will cause each Subsidiary to, (a) comply with
each Requirement of Law applicable to it or its property (including without limitation Environmental Laws) and (b) perform
in all material respects its obligations under material agreements to which it is a party, including, without limitation, the
Timet Documents and the Collective Bargaining Agreements, except, in each case where the failure to do so, individually or in
the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Each Loan Party will maintain in effect
and enforce policies and procedures designed to ensure compliance by such Loan Party, its Subsidiaries and their respective directors,
officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.


 


SECTION 5.08           Use
of Proceeds.


 


(a)          The
proceeds of the Loans and the Letters of Credit will be used only to pay off certain existing Indebtedness on the Effective Date
and for other general corporate purposes. No part of the proceeds of any Loan and no Letter of Credit will be used, whether directly
or indirectly, (i) for any purpose that entails a violation of any of the regulations of the Federal Reserve Board, including
Regulations T, U and X or (ii) to make any Acquisition other than a Permitted Acquisition.


 






    	 	-80-	 



     


    

 


(b)          No
Borrower will request any Borrowing or Letter of Credit, and no Borrower shall use, and each Borrower shall procure that its Subsidiaries
and its and their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of
Credit (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything
else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating
any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, except to the extent permitted
for a Person required to comply with Sanctions, or (iii) in any manner that would result in the violation of any Sanctions
applicable to any party hereto.


 


SECTION 5.09           Accuracy
of Information. The Loan Parties will ensure that any information, including financial statements or other documents, furnished
to the Administrative Agent or the Lenders in connection with this Agreement or any other Loan Document or any amendment or modification
hereof or thereof or waiver hereunder or thereunder contains no material misstatement of fact or omits to state any material fact
necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the
furnishing of such information shall be deemed to be a representation and warranty by the Borrowers on the date thereof as to
the matters specified in this Section; provided that, with respect to projected financial information, the Loan Parties
will only ensure that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.


 


SECTION 5.10          Insurance.


 


(a)          Each
Loan Party will, and will cause each Subsidiary to, maintain with financially sound and reputable carriers having a financial strength
rating of at least A- by A.M. Best Company (a) insurance in such amounts (with no greater risk retention) and against
such risks (including, without limitation: loss or damage by fire and loss in transit; theft, burglary, pilferage, larceny, embezzlement,
and other criminal activities; business interruption; and general liability) and such other hazards, as is customarily maintained
by companies of established repute engaged in the same or similar businesses operating in the same or similar locations and (b) all
insurance required pursuant to the Collateral Documents. The Borrower Representative will furnish to the Lenders, upon request
of the Administrative Agent, information in reasonable detail as to the insurance so maintained.


 


(b)          With
respect to each piece of mortgaged real property that is located in an area identified by the Federal Emergency Management Agency
(or any successor agency thereto) as a “special flood hazard area” with respect to which flood insurance has been made
available under the Flood Insurance Laws, the applicable Loan Party (a) shall obtain and maintain with financially sound and
reputable insurance companies (except to the extent that any insurance company insuring such mortgaged real property of such Loan
Party ceases to be financially sound and reputable after the Effective Date, in which case such Loan Party shall promptly replace
such insurance company with a financially sound and reputable insurance company), such flood insurance in such reasonable total
amount as the Administrative Agent and the Lenders may from time to time reasonably require and otherwise sufficient to comply
with all applicable rules and regulations promulgated under the Flood Insurance Laws and (b) promptly upon request of
the Administrative Agent or any Lender, shall deliver to the Administrative Agent or such Lender as applicable, evidence of such
compliance in form and substance reasonably acceptable to the Administrative Agent or such Lender, including, without limitation,
evidence of annual renewals of such flood insurance.


 


SECTION 5.11          Casualty
and Condemnation. The Borrowers will  furnish to the Administrative Agent and the Lenders prompt written notice of any
casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for
the taking of any material portion of the Collateral or interest therein under power of eminent domain or by condemnation or similar
proceeding.


 






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SECTION 5.12          Appraisals.
At any time that the Administrative Agent requests, each Loan Party will provide the Administrative Agent with appraisals or updates
thereof of its Inventory from an appraiser selected and engaged by the Administrative Agent, and prepared on a basis satisfactory
to the Administrative Agent, such appraisals and updates to include, without limitation, information required by any applicable
Requirement of Law. The Loan Parties shall be responsible for the costs of expenses of one (1) Inventory appraisal during
any 12-month period and one (1) additional Inventory appraisal (for the total of two (2) such Inventory appraisals during
any 12-month period) conducted at any time after Availability falls below the greater of (i) $15,000,000 and (ii) 15%
of the Aggregate Revolving Commitment. Additionally, there shall be no limitation on the number or frequency of Inventory appraisals
if an Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of
any such appraisals conducted while an Event of Default has occurred and is continuing.


 


SECTION 5.13          Depository
Banks. Each Borrower and each Subsidiary will maintain the Administrative Agent as its principal depository bank, including
for the maintenance of operating, administrative, cash management, collection activity and other deposit accounts for the conduct
of its business. Additionally, the Administrative Agent shall be the principal provider of other Banking Services to the Borrowers
and their Subsidiaries.


 


SECTION 5.14          Additional
Collateral; Further Assurances.


 


(a)          Subject
to applicable Requirement of Law, each Loan Party will cause each Domestic Subsidiary formed or acquired after the date of this
Agreement to become a Loan Party by executing a Joinder Agreement. In connection therewith, the Administrative Agent shall have
received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be required to comply
with the applicable "know your customer" rules and regulations, including the USA Patriot Act. Upon execution and
delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all
of the rights, benefits, duties and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the
Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property of such Loan Party
which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party.


 


(b)          Each
Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its Domestic Subsidiaries and (ii) 65%
(or such greater percentage that, due to a change in applicable law after the date hereof, (1) could not reasonably be expected
to cause the undistributed earnings of such Foreign Subsidiary as determined for U.S. federal income tax purposes to be treated
as a deemed dividend to such Foreign Subsidiary's U.S. parent and (2) could not reasonably be expected to cause any material
adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2))
and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2) in
each Foreign Subsidiary directly owned by such Borrower or any Domestic Subsidiary to be subject at all times to a first priority,
perfected Lien in favor of the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties,
pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably
request.


 


(c)          Without
limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and
delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further
actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents
and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement
of Law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this
Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by
the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense
of the Loan Parties.


 








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(d)          If
any material assets (including any real property or improvements thereto or any interest therein) with fair market value in an
amount equal to or greater than $1,000,000 (or if a Default or Event of Default exists, then regardless or the fair market value
of such assets) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security
Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will
(i) notify the Administrative Agent and the Lenders thereof and, if requested by the Administrative Agent or the Required
Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable
Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect
such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.


 


(e)          Notwithstanding
the foregoing, the Administrative Agent shall not enter into any mortgage in respect of any real property acquired or otherwise
owned by any Loan Party after the Effective Date until (1) the date that occurs 45 days after the Administrative Agent has
delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a
completed flood hazard determination from a third party vendor, (ii) if such real property is located in a “special
flood hazard area,” (A) a notification to the applicable Loan Party of that fact and (if applicable) notification to
the applicable Loan Party that flood insurance is not available and (B) evidence of receipt by the applicable Loan Party of
such notice, and (iii) if such notice is required to be provided to the applicable Loan Party and flood insurance is available
in the community in which such real property is located, evidence of flood insurance, and (2) the Administrative Agent shall
have received written confirmation from the Lenders that flood insurance due diligence and flood insurance compliance has been
completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed).


 


SECTION 5.15          Employee
Benefits. Each Loan Party will, and will cause each Subsidiary to, (a) cause each Plan to operate in substantial compliance
with its terms and the applicable provisions of ERISA, the Code, and other federal and provincial laws, and the regulations thereunder;
(b) cause each Plan which is intended to be qualified under Section 401(a) of the Code to maintain such qualification;
(c) cause each Foreign Plan to operate in compliance with its terms and with the requirements of any and all applicable law
and to be maintained, where required, in good standing with applicable regulatory authorities; (d) not terminate any Plan
so as to occur any material liability to the PBGC; (e) do not allow or suffer to exist any prohibited transaction involving
any Plan or any trust created thereunder which would subject any Loan Party or ERISA Affiliate to any material tax or penalty
or other material liability on prohibited transactions imposed under Section 4975 of the Code or ERISA; (f) make all
required contributions to any Plan which is obligated to pay under Section 302 of ERISA, Section 412 of the Code or
the terms of such Plan and make all required contributions to any other Benefit Plan to the extent that the failure to do so may
result in a liability of more than $250,000; (g) not allow or suffer to exist any accumulated funding deficiency, whether
or not waived, with respect to any such Plan or Benefit Plan; (h) not allow or suffer to exist any occurrence of a reportable
event or any other event or condition that presents a material risk of an ERISA Event that results in or has a reasonable likelihood
of resulting in any liability in excess of $250,000; and (i) furnish to the Administrative Agent, promptly, and in any event
within five (5) Business Days thereof, notice and copies of (i) each Schedule B (Actuarial Information) on the annual
report (Form 5500 Series) filed by any Loan Party, Subsidiary or any of their ERISA Affiliates with the IRS with respect
to each Plan; (ii) the most recent actuarial valuation report for each Plan and Foreign Plan; (iii) all notices received
by any Loan Party, Subsidiary or any ERISA Affiliate from a Multiemployer Plan sponsor or any Governmental Authority concerning
an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan or Foreign Plan as
the Administrative Agent may reasonably request, including any notice of potential Withdrawal Liability pursuant to Section 101(l) of
ERISA.


 








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SECTION 5.16          Post-Closing
Covenants.


 


(a)          Within
forty-five days after the Effective Date (or such later date as the Administrative Agent may agree in its sole discretion), the
Loan Parties shall deliver to the Administrative Agent original stock certificates, stock powers, irrevocable proxies and registration
pages, in each case, in form and substance reasonably satisfactory to the Administrative Agent, with respect to each of the Loan
Parties first-tier Foreign Subsidiaries.


 


(b)          Within
forty-five days after the Effective Date (or such later date as the Administrative Agent may agree in its sole discretion), the
Loan Parties shall deliver to the Administrative Agent recorded mortgage releases with respect to each existing mortgage delivered
by a Loan Party to Wells Fargo Capital Finance, including, without limitation, with respect to the Kokomo Indiana, Mountain Home,
North Carolina and Arcadia, Louisiana locations.


 


(c)          Within
forty-five days after the Effective Date (or such later date as the Administrative Agent may agree in its sole discretion), the
Loan Parties shall deliver to the Administrative Agent (i) a lender's loss payee endorsement and notice of cancellation endorsement
with respect to the Loan Parties' property insurance policy and (ii) an additional insured endorsement and notice of cancellation
endorsement with respect to the Loan Parties' liability insurance policy, in each case in form and substance reasonably satisfactory
to the Administrative Agent.


 


(d)          Within
forty-five days after the Effective Date (or such later date as the Administrative Agent may agree in its sole discretion), the
Loan Parties shall use commercially reasonable efforts to cause to be filed UCC-1 fixture filings in favor of the Administrative
Agent with respect to the Loan Parties' locations in Kokomo, Indiana, Mountain Home, North Carolina, Arcadia, Louisiana and
any other location reasonably requested by the Administrative Agent, each in form and substance reasonably satisfactory to the
Administrative Agent.


 


ARTICLE VI


 


Negative Covenants.


 


Until all of the Secured
Obligations have been Paid in Full, each Loan Party executing this Agreement covenants and agrees, jointly and severally with all
of the other Loan Parties, with the Lenders that:


 


SECTION 6.01          Indebtedness.
No Loan Party will, nor will it permit any Subsidiary to, create, incur, assume or suffer to exist any Indebtedness, except:


 


(a)          the
Secured Obligations;


 


(b)          Indebtedness
existing on the date hereof and set forth in Schedule 6.01 and any extensions, renewals, refinancings and replacements
of any such Indebtedness in accordance with clause (f) hereof;


 


(c)          Indebtedness
of any Borrower to any Subsidiary and of any Subsidiary to any Borrower or any other Subsidiary, provided that (i) Indebtedness
of any Subsidiary that is not a Loan Party to any Borrower or any other Loan Party shall be subject to Section 6.04 and (ii) Indebtedness
of any Loan Party to any Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations on terms reasonably
satisfactory to the Administrative Agent;


 








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(d)          Guarantees
by any Borrower of Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness of any Borrower or any other Subsidiary,
provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01, (ii) Guarantees by any
Borrower or any other Loan Party of Indebtedness of any Subsidiary that is not a Loan Party shall be subject to Section 6.04
and (iii) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations on the same
terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligations;


 


(e)          Indebtedness
of any Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets
(whether or not constituting purchase money Indebtedness), including Capital Lease Obligations and any Indebtedness assumed in
connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and
extensions, renewals and replacements of any such Indebtedness in accordance with clause (f) below; provided that (i) such
Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement
and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) together with any Refinance Indebtedness
in respect thereof permitted by clause (f) below, shall not exceed $10,000,000 at any time outstanding;


 


(f)          Indebtedness
which represents extensions, renewals, refinancing or replacements (such Indebtedness being so extended, renewed, refinanced or
replaced being referred to herein as the "Refinance Indebtedness") of any of the Indebtedness described in clauses
(b), (e), (j), and (m) hereof (such Indebtedness being referred to herein as the "Original Indebtedness");
provided that (i) such Refinance Indebtedness does not increase the principal amount or interest rate of the Original
Indebtedness, (ii) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan
Party or any Subsidiary, (iii) no Loan Party or any Subsidiary that is not originally obligated with respect to repayment
of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtedness, (iv) such Refinance
Indebtedness does not result in a shortening of the average weighted maturity of such Original Indebtedness, (v) the terms
of such Refinance Indebtedness other than fees and interests are not less favorable to the obligor thereunder than the original
terms of such Original Indebtedness and (vi) if such Original Indebtedness was subordinated in right of payment to the Secured
Obligations, then the terms and conditions of such Refinance Indebtedness must include subordination terms and conditions that
are at least as favorable to the Administrative Agent and the Lenders as those that were applicable to such Original Indebtedness;


 


(g)          Indebtedness
owed to any Person providing workers' compensation, health, disability or other employee benefits or property, casualty or liability
insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course
of business;


 


(h)          Indebtedness
of any Loan Party in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case
provided in the ordinary course of business; provided, that, (i) the aggregate amount of such Indebtedness outstanding
at any time shall not exceed $500,000 and (ii) no such Indebtedness shall be incurred at any time that a Default or Event
of Default shall exist or have occurred and be continuing;


 


(i)           Indebtedness
created, incurred, assumed or guaranteed by any Borrower or any Subsidiary in the ordinary course of the business of such Borrower
or such Subsidiary in connection with obtaining goods, materials or services that is overdue by more than one hundred twenty (120)
days; provided, that, the aggregate amount thereof at any time outstanding shall not exceed $500,000;


 






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(j)           Subordinated
Indebtedness in an aggregate principal amount not exceeding $10,000,000 at any time outstanding;







 


(k)          Indebtedness
of any Foreign Subsidiary arising after the date hereof, provided, that, as to any such Indebtedness, any Loan Party shall
not be directly or indirectly liable (by virtue of such Loan Party being the primary obligor on, guarantor of, or otherwise liable
in any respect of such Indebtedness);


 


(l)           Indebtedness
arising under the Timet Documents;


 


(m)         Indebtedness
of any Person that becomes a Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time
such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary
and (ii) the aggregate principal amount of Indebtedness permitted by this clause (m), together with any Refinance Indebtedness
in respect thereof permitted by clause (f) above, shall not exceed $10,000,000 at any time outstanding; and


 


(n)          other
unsecured Indebtedness in an aggregate principal amount not exceeding $10,000,000 at any time outstanding.


 


SECTION 6.02          Liens.
No Loan Party will, nor will it permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or
asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including Accounts) or rights in respect
of any thereof, except:


 


(a)          Liens
created pursuant to any Loan Document;


 


(b)          Permitted
Encumbrances;


 


(c)          any
Lien on any property or asset of any Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02;
provided that (i) such Lien shall not apply to any other property or asset of such Borrower or Subsidiary or any other
Borrower or Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof, and extensions,
renewals and replacements thereof that do not increase the outstanding principal amount thereof;


 


(d)          Liens
on fixed or capital assets acquired, constructed or improved by any Borrower or any Subsidiary; provided that (i) such
Liens secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such Liens and the Indebtedness secured
thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement,
(iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed
or capital assets and (iv) such Liens shall not apply to any other property or assets of such Borrower or Subsidiary or any
other Borrower or Subsidiary;


 


(e)          any
Lien existing on any property or asset (other than Accounts and Inventory) prior to the acquisition thereof by any Borrower or
any Subsidiary or existing on any property or asset (other than Accounts and Inventory) of any Person that becomes a Loan Party
after the date hereof prior to the time such Person becomes a Loan Party; provided that (i) such Lien is not created
in contemplation of or in connection with such acquisition or such Person becoming a Loan Party, as the case may be, (ii) such
Lien shall not apply to any other property or assets of the Loan Party and (iii) such Lien shall secure only those obligations
which it secures on the date of such acquisition or the date such Person becomes a Loan Party, as the case may be, and extensions,
renewals and replacements thereof that do not increase the outstanding principal amount thereof;


 






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(f)          Liens
of a collecting bank arising in the ordinary course of business under Section 4-210 of the UCC in effect in the relevant jurisdiction
covering only the items being collected upon;


 


(g)          Liens
arising out of Sale and Leaseback Transactions permitted by Section 6.06;


 


(h)          pledges
and deposits of cash by any Loan Party or any of Subsidiary of a Loan Party to secure the performance of tenders, bids, leases,
trade contracts (other than for the repayment of Indebtedness), statutory obligations, appeals and other similar obligations in
each case in the ordinary course of business of such Loan Party; provided, that, in connection with any performance bonds
issued by a surety or other person, the issuer of such bond shall not have any rights in or to, or other interest in (whether contingent
or otherwise), any of the Collateral other than the pledges or deposits of cash and as to any pledges in respect of an appeal,
after giving effect thereto, Availability is not less than $5,000,000;


 


(i)           liens
or other security interests arising from (i) operating leases and the precautionary UCC financing statement filings in respect
thereof and (ii) equipment or other materials which are not owned by any Loan Party or any Subsidiary located on the premises
of such Loan Party or such Subsidiary (but not in connection with, or as part of, the financing thereof) from time to time in the
ordinary course of business and consistent with current practices of such Loan Party or any Subsidiary of any Loan Party and the
precautionary UCC financing statement filings in respect thereof;


 


(j)           the
security interests and liens on assets of any Foreign Subsidiary to secure Indebtedness of such Subsidiary permitted under Section 6.01(k) hereof;


 


(k)          security
interests and liens granted by any Loan Party or any Subsidiary to secure Indebtedness and other obligations otherwise permitted
hereunder not to exceed $50,000 so long as in the case of security interests and liens on any assets of any Loan Party, such security
interests and liens are subordinate to the security interests and liens of the Administrative Agent and are otherwise permitted
under any other agreement to which such Loan Party or Subsidiary is a party or by which its assets or properties are bound;


 


(l)           the
security interests in and liens in favor of Timet on the Timet Collateral pursuant to the Timet Security Agreement as in effect
on the Timet Closing Date; and


 


(m)         Liens
granted by a Subsidiary that is not a Loan Party in favor of any Borrower or another Loan Party in respect of Indebtedness owed
by such Subsidiary.


 


Notwithstanding the foregoing, none of
the Liens permitted pursuant to this Section 6.02 may at any time attach to any Loan Party's (1) Accounts, other than
those permitted under clause (a) of the definition of Permitted Encumbrances and clause (a) above, (2) Inventory,
other than those permitted under clauses (a) and (b) of the definition of Permitted Encumbrances and clause (a) above,
(3) owned real property, other than those permitted under clauses (a) and (b) of the definition of Permitted Encumbrances
and clause (l) above. In addition, notwithstanding the foregoing, none of the Liens permitted pursuant to this Section 6.02
may at any time attach to the personal property or real property of Haynes UK, other than those permitted under clauses (a) and
(b) of the definition of Permitted Encumbrances.


 






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SECTION 6.03          Fundamental
Changes.


 


(a)          No
Loan Party will, nor will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person
to merge into or consolidate with it, or otherwise Dispose of all or substantially all of its assets, or all or substantially all
of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except
that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing
(i) any Subsidiary of any Borrower may merge into a Borrower in a transaction in which such Borrower is the surviving entity,
(ii) any Loan Party (other than a Borrower) may merge into any other Loan Party in a transaction in which the surviving entity
is a Loan Party and (iii) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower which owns such
Subsidiary determines in good faith that such liquidation or dissolution is in the best interests of such Borrower and is not materially
disadvantageous to the Lenders; provided that (A) any such merger involving a Person that is not a wholly owned Subsidiary
immediately prior to such merger shall not be permitted unless also permitted by Section 6.04 and (B) any such merger
involving a Person that is not a Borrower, on the one hand, and a Borrower, on the other hand, shall be permitted only if such
Borrower is the surviving or continuing entity.


 


(b)          No
Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written
consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates
a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required
to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan
Documents and become a Loan Party under this Agreement and the other Loan Documents.


 


(c)          No
Loan Party will, nor will it permit any Subsidiary to, engage to any material extent in any business other than businesses of the
type conducted by the Loan Parties and their Subsidiaries on the date hereof and businesses that are reasonably related, ancillary
or complementary thereto or logical extensions thereof.


 


(d)          [Reserved].


 


(e)          No
Loan Party will, nor will it permit any Subsidiary to, change its fiscal year from the basis in effect on the Effective Date.


 


(f)           No Loan Party
will change the accounting basis upon which its financial statements are prepared.


 


(g)           No Loan Party
will change the tax filing elections it has made under the Code.


 


SECTION 6.04          Investments,
Loans, Advances, Guarantees and Acquisitions. No Loan Party will, nor will it permit any Subsidiary to, form any subsidiary
after the Effective Date, or purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party
and a wholly owned Subsidiary prior to such merger) any evidences of Indebtedness or Equity Interests or other securities (including
any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee
any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise
acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether
through purchase of assets, merger or otherwise), except:


 


(a)          Permitted
Investments;


 


(b)          investments
in existence on the date hereof and described in Schedule 6.04;


 


(c)          investments
by the Borrowers and the Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (i) any such
Equity Interests held by a Loan Party shall be pledged pursuant to the Security Agreement (subject to the limitations applicable
to Equity Interests of a Foreign Subsidiary referred to in Section 5.14) and (ii) the aggregate amount of investments
by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (ii) to
the proviso to Section 6.04(d) and outstanding Guarantees permitted under the proviso to Section 6.04(e)) shall
not exceed $5,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs);


 








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(d)          loans
or advances made by any Loan Party to any Subsidiary and made by any Subsidiary (other than a Foreign Subsidiary) to a Loan Party
or any other Subsidiary, provided that (i) any such loans and advances made by a Loan Party shall be evidenced by a
promissory note and pledged pursuant to the Security Agreement, (ii) the amount of such loans and advances made by Loan Parties
to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under clause (ii) to the proviso
to Section 6.04(c) and outstanding Guarantees permitted under the proviso to Section 6.04(e)) shall not exceed $5,000,000
at any time outstanding (in each case determined without regard to any write-downs or write-offs) and (iii) with respect to
any Indebtedness owing by a Loan Party to any Subsidiary arising pursuant to such loans or advances (x) such Indebtedness
shall be subject to, and subordinate in right of payment to, the right of the Administrative Agent and Lenders to receive the prior
final payment and satisfaction in full of all of the Obligations on terms and conditions acceptable to the Administrative Agent,
(y)  promptly upon the Administrative Agent's request, the Administrative Agent shall have received a subordination agreement,
in form and substance satisfactory to the Administrative Agent, providing for the terms of the subordination in right of payment
of such Indebtedness of such Loan Party to the prior final payment and satisfaction in full of all of the Obligations, duly authorized,
executed and delivered by such Subsidiary and such Loan Party, and (z) such Loan Party shall not, directly or indirectly make,
or be required to make, any payments in respect of such Indebtedness prior to the end of the then current term of this Agreement,
except (A) for payments of regularly scheduled interest in respect thereof as in effect on the date of any such loan and (B) for
payments of principal in respect of the Indebtedness arising pursuant to such loans, provided, that, as to any such payment,
each of the following conditions is satisfied: (1) the Administrative Agent shall have received not less than two (2) Business
Days' prior written notice with respect to any such payment, (2) as of the date of any such payment and after giving effect
thereto, Availability shall be not less than an amount equal to fifteen (15%) percent of the Revolving Commitments and (3) as
of the date of any such payment and after giving effect thereto, no Default or Event of Default shall exist or have occurred and
be continuing;


 


(e)          Guarantees
constituting Indebtedness permitted by Section 6.01, provided that the aggregate principal amount of Indebtedness
of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (together with outstanding investments permitted
under clause (ii) to the proviso to Section 6.04(c) and outstanding intercompany loans permitted under clause (ii) to
the proviso to Section 6.04(d)) shall not exceed $5,000,000 at any time outstanding (in each case determined without regard
to any write-downs or write-offs);


 


(f)          loans
or advances made by a Loan Party to its employees on an arms-length basis in the ordinary course of business consistent with past
practices for reasonable travel and entertainment expenses, relocation costs (including home mortgage financing for relocated employees)
and similar purposes up to a maximum of $1,000,000 in the aggregate at any one time outstanding;


 


(g)          notes
payable, or stock or other securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect
to settlement of such Account Debtor's Accounts in the ordinary course of business, consistent with past practices;


 


(h)          investments
in the form of Swap Agreements permitted by Section 6.07;


 


(i)           investments
of any Person existing at the time such Person becomes a Subsidiary of a Borrower or consolidates or merges with a Borrower or
any of the Subsidiaries (including in connection with a permitted acquisition) so long as such investments were not made in contemplation
of such Person becoming a Subsidiary or of such merger;


 






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(j)            investments
received in connection with Dispositions permitted by Section 6.05;


 


(k)           investments
constituting deposits described in clauses (c) and (d) of the definition of the term "Permitted Encumbrances";


 


(l)            stock
or obligations issued to any Loan Party in respect of Indebtedness of such Person owing to any Loan Party in connection with the
insolvency, bankruptcy, receivership or reorganization of such Person or a composition or readjustment of the debts of such Person
or in connection with the settlement of disputes or trade payables; provided, that, to the extent that the original of
any such stock or instrument evidencing such obligations (if any) is issued or payable to such Loan Party, it shall be promptly
delivered to the Administrative Agent, upon the Administrative Agent's request, together with such stock power, assignment or
endorsement by such Borrower or such other Person as the Administrative Agent may request;


 


(m)          obligations
of account debtors to any Loan Party or any of its Subsidiaries arising from Accounts which are past due whether or not evidenced
by a promissory note made by such account debtor payable to such Loan Party or such Subsidiary; provided, that, promptly
upon the receipt of the original of any such promissory note by such Loan Party, such promissory note shall be endorsed to the
order of the Administrative Agent by such Loan Party and promptly delivered to the Administrative Agent as so endorsed;


 


(n)           Permitted
Acquisitions; and


 


(o)           other
Investments (other than Permitted Acquisitions) so long as immediately before and after giving effect to any such Investments,
the Payment Conditions are satisfied.


 


SECTION 6.05      Asset
Sales. No Loan Party will, nor will it permit any Subsidiary to, Dispose of any asset, including any Equity Interest owned
by it, nor will any Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to another
Borrower or another Subsidiary in compliance with Section 6.04), except:


 


(a)           Dispositions
of (i) Inventory in the ordinary course of business, (ii) used, obsolete, worn out or surplus equipment or property
in the ordinary course of business and (iii) property no longer used or useful to the business of the Loan Parties and their
respective Subsidiaries, so long as such sales or other dispositions do not involve Equipment having an aggregate fair market
value in excess of $500,000 for all such Equipment disposed of in any fiscal year of Haynes Parent or as the Administrative Agent
may otherwise agree;


 


(b)           Dispositions
of assets to any Borrower or any Subsidiary, provided that any such Dispositions involving a Subsidiary that is not a Loan
Party shall be made in compliance with Section 6.09;


 


(c)           Dispositions
of Accounts in connection with the compromise, settlement or collection thereof;


 


(d)           Dispositions
of Permitted Investments and other investments permitted by Section 6.04;


 


(e)           Sale
and Leaseback Transactions permitted by Section 6.06;


 


(f)            Dispositions
resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar
proceeding of, any property or asset of any Borrower or any Subsidiary;


 






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(g)            the
licensing by any Borrower of Intellectual Property owned by it to a Subsidiary of any Borrower that is wholly-owned by it or by
it and its subsidiaries; provided, that, as to any such license: (A) any rights of such Subsidiary shall be subject
to the rights of the Administrative Agent in such Intellectual Property (including the rights of the Administrative Agent to use
such Intellectual Property upon an Event of Default) under this Agreement and as a matter of law, and (B) such license shall
not impair, hinder or otherwise adversely affect the rights of the Administrative Agent; 


 


(h)            (i) the
Specified Powder Processor Licenses; provided, that, as to any such license, each of the following conditions is satisfied,
(A) such licenses shall be on commercially reasonable prices and terms in a bona fide arms' length transactions and (B) in
the case of a non-exclusive license, the rights of the licensee shall be subject to the rights of the Administrative Agent, and
in the case of any license, shall not adversely affect, limit or restrict the rights of the Administrative Agent to use any Intellectual
Property of a Borrower to sell or otherwise dispose of any Inventory or other Collateral and (ii) other grants by any Borrower
after the date hereof of a non-exclusive license or an exclusive license to any Person for the use of any Intellectual Property
owned by such Borrower in the ordinary course of business consistent with the current practices of such Borrower as of the date
hereof; provided, that, as to any such license, each of the following conditions is satisfied, (A) such license is
only for the use of Intellectual Property for the manufacture, distribution or sale of products that Borrowers do not manufacture,
distribute or sell, (B) such licenses shall be on commercially reasonable prices and terms in a bona fide arms' length transactions,
(C) in the case of a non-exclusive license, the rights of the licensee shall be subject to the rights of the Administrative
Agent, and in the case of any license, shall not adversely affect, limit or restrict the rights of the Administrative Agent to
use any Intellectual Property of a Borrower to sell or otherwise dispose of any Inventory or other Collateral, (D) the Administrative
Agent shall have received, true, correct and complete copies of the executed license agreement, promptly upon the execution thereof
and (E) as of the date of the grant of any such license, and after giving effect thereto, no Default or Event of Default
shall exist or have occurred and be continuing;


 


(i)            the
abandonment or cancellation of Intellectual Property that is not material, is no longer used or useful in any material respect
in the business of any Borrower or its Subsidiaries, and which it is not commercially reasonable to maintain, provided,
that, (A) such abandonment or cancellation shall not adversely affect the right or ability of the Administrative Agent to
exercise its rights or remedies with respect to any of the Collateral or reduce the value of the Collateral in any material respect
and (B) Borrowers shall provide prior written notice to the Administrative Agent of the intention of any Borrower to abandon
or cancel such Intellectual Property;


 


(j)            the
grant by Haynes Parent of a non-exclusive license of Intellectual Property (as defined in the Timet Security Agreement) to Timet
in accordance with Section 5 of the Timet Security Agreement as in effect on the Timet Closing Date; provided, that,
such license is only for the use of such Intellectual Property (as defined in the Timet Security Agreement) to the extent required
for the titanium conversion services provided for under the Timet Conversion Agreement and during the time that Timet is exercising
its rights of access to the Timet Collateral in accordance with the terms of the Timet Security Agreement; and


 


(k)           Dispositions
of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary are sold) that are not permitted
by any other clause of this Section, provided that the aggregate fair market value of all assets Disposed of in reliance
upon this paragraph (k) shall not exceed $5,000,000 during any fiscal year of Haynes Parent;


 


provided that all Dispositions
permitted hereby (other than those permitted by paragraphs (b) and (f) above) shall be made for fair value and
for at least 75% cash consideration.


 






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SECTION 6.06     Sale
and Leaseback Transactions. No Loan Party will, nor will it permit any Subsidiary to, enter into any arrangement, directly
or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned
or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the
same purpose or purposes as the property sold or transferred (a "Sale and Leaseback Transaction"), except for
any such sale of any fixed or capital assets by any Borrower or any Subsidiary that is made for cash consideration in an amount
not less than the fair value of such fixed or capital asset and is consummated within 90 days after such Borrower or such
Subsidiary acquires or completes the construction of such fixed or capital asset.


 


SECTION 6.07     Swap
Agreements. No Loan Party will, nor will it permit any Subsidiary to, enter into any Swap Agreement, except (a) Swap
Agreements entered into to hedge or mitigate risks to which any Borrower or any Subsidiary has actual exposure (other than those
in respect of Equity Interests of any Borrower or any of its Subsidiaries), and (b) Swap Agreements entered into in order
to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating
rate or otherwise) with respect to any interest-bearing liability or investment of any Borrower or any Subsidiary, and in each
case for clauses (a) and (b) to the extent entered into in the ordinary course of business and not for speculative purposes.


 


SECTION 6.08     Restricted
Payments; Certain Payments of Indebtedness.


 


(a)            No
Loan Party will, nor will it permit any Subsidiary to, declare or make, or agree to declare or make, directly or indirectly, any
Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) Haynes Parent may declare and
pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its
preferred stock, payable in additional shares of such preferred stock or in shares of its common stock, (ii) Subsidiaries
that are not Loan Parties may declare and pay dividends ratably with respect to their Equity Interests, (iii) Haynes Parent
may make Restricted Payments, not exceeding $5,000,000 during any fiscal year of Haynes Parent, pursuant to and in accordance
with stock option plans or other benefit plans for management or employees of the Borrowers and their Subsidiaries, (iv) Haynes
Parent may make quarterly cash dividends to its shareholders, not exceeding $3,500,000 in any fiscal quarter so long as (A) such
payments are calculated and paid in accordance with past practices for the fiscal year ending September 30, 2020 and (B) both
immediately before and after giving effect to such Restricted Payment, no Default or Event of Default shall exist and be continuing
or be created thereby and (v) the Borrowers may make other Restricted Payments so long as both immediately before and after
giving effect to such Restricted Payment, the Payment Conditions are satisfied.


 


(b)            No
Loan Party will, nor will it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other
distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness,
or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit,
on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except:


 


(i)            payment
of Indebtedness created under the Loan Documents;


 


(ii)           payment
of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness permitted under Section 6.01,
other than payments in respect of the Subordinated Indebtedness prohibited by the subordination provisions thereof;


 


(iii)          refinancings
of Indebtedness to the extent permitted by Section 6.01;


 






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(iv)           payment
of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such
Indebtedness to the extent such sale or transfer is permitted by the terms of Section 6.05; and


 


(v)            other
prepayments of Indebtedness so long as immediately before and after giving effect to any such prepayment, the Payment Conditions
are satisfied.


 


SECTION 6.09     Transactions
with Affiliates. No Loan Party will, nor will it permit any Subsidiary to, sell, lease or otherwise transfer any property
or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions
with, any of its Affiliates, except (a) transactions that (i) are in the ordinary course of business and (ii) are
at prices and on terms and conditions not less favorable to such Loan Party or such Subsidiary than could be obtained on an arm's-length
basis from unrelated third parties, (b) transactions between or among any Loan Parties not involving any other Affiliate,
(c) any investment permitted by Sections 6.04(c) or 6.04(d), (d) any Indebtedness permitted under Section 6.01(c),
(e) any Restricted Payment permitted by Section 6.08, (f) loans or advances to employees permitted under Section 6.04,
(g) the payment of reasonable fees to directors of any Borrower or any Subsidiary who are not employees of such Borrower
or Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors,
officers or employees of the Borrowers or their Subsidiaries in the ordinary course of business and (h) any issuances of
securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements,
stock options and stock ownership plans approved by Haynes Parent's board of directors.


 


SECTION 6.10     Restrictive
Agreements. No Loan Party will, nor will it permit any Subsidiary to, directly or indirectly, enter into, incur or permit
to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such
Loan Party or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the
ability of any Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay
loans or advances to any Borrower or any other Subsidiary or to Guarantee Indebtedness of any Borrower or any other Subsidiary;
provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law or
by any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified
on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope
of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained
in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply
only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall
not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement
if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (v) clause (a) of
the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (vi) clause
(a) of the foregoing shall not apply to customary restrictions in agreements relating to purchase money financing arrangements
of the Loan Parties or contained in security agreements providing for the grant of a security interest to secure other Indebtedness
owing to a person that is not an Affiliate (in each case to the extent such purchase money financing or other Indebtedness is
permitted hereunder) to the extent such restrictions restrict the transfer of, or the granting of liens on, the property subject
to such purchase money financing arrangements or security agreements, (vii) clause (a) of the foregoing shall not apply
to any agreement relating to permitted Indebtedness incurred by a Subsidiary of such Loan Party prior to the date on which such
Subsidiary was acquired by such Loan Party and outstanding on such acquisition date, (viii) clause (a) of the foregoing
shall not apply to customary restrictions in license agreements with respect to Intellectual Property which restrict the sublicensing,
pledge, transfer or assignment of the licensee's rights thereunder, and (ix) clause (a) of the foregoing shall not apply
to restrictions in agreements in existence prior to the date hereof and the extension or continuation of contractual obligations
in existence on the date hereof; provided, that, any such encumbrances or restrictions contained in such extension or continuation
are no less favorable to the Administrative Agent and Lenders than those encumbrances arid restrictions under or pursuant to the
contractual obligations so extended or continued.


 






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SECTION 6.11     Amendment
of Material Documents. No Loan Party will, nor will it permit any Subsidiary to, amend, modify or waive any of its rights
under (a) any agreement relating to any Subordinated Indebtedness, (b) its charter, articles or certificate of incorporation
or organization, by-laws, operating, management or partnership agreement or other organizational or governing documents or (c) the
Timet Documents or the Collective Bargaining Agreements, to the extent any such amendment, modification or waiver would be adverse
to the Lenders.


 


SECTION 6.12     Environmental
Covenant. No Loan Party shall use nor permit any third party to use, generate, manufacture, produce, store or Release on,
under or about any real property, or transfer to or from any real property, any Hazardous Materials except De Minimis Amounts
in compliance with all applicable Environmental Laws, provided that if any third party, by act or omission, by intent or by accident,
allows any foregoing action to occur, the Loan Party shall promptly remedy such condition, at its sole expense and responsibility
in accordance with Section 9.03(b)(iii). Furthermore, no Loan Party shall permit any Liens under any Environmental Laws to
be placed on any portion of the real property.


 


SECTION 6.13     Fixed
Charge Coverage Ratio. During each Covenant Trigger Period the Loan Parties will not permit the Fixed Charge Coverage Ratio,
determined for any period of twelve (12) consecutive months ending on the last day of each calendar month, to be less than 1.00
to 1.00, to be measured (a) on the initial date of such Covenant Trigger Period for the most recent calendar month then ended
for which financial statements have been, or were required to be, delivered pursuant to Section 5.01, and (b) thereafter,
as of the last day of each calendar month ending during such Covenant Trigger Period for which financial statements have been,
or were required to be, delivered pursuant to Section 5.01. For the avoidance of doubt the foregoing Fixed Charge Coverage
Ratio financial covenant will not be tested when a Covenant Trigger Period is not in effect.


 


ARTICLE VII


 


Events of Default.


 


If any of the following
events ("Events of Default") shall occur:


 


(a)            any
Loan Party shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when
and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;


 


(b)            any
Loan Party shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause
(a) of this Article) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable,
and solely with respect to payment of fees such failure shall continue unremedied for a period of three (3) Business Days;


 


(c)            any
representation or warranty made or deemed made by or on behalf of any Loan Party or any Subsidiary in, or in connection with,
this Agreement or any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder,
or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement
or any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, shall prove to
have been materially incorrect when made or deemed made;


 






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(d)           any
Loan Party shall fail to observe or perform any covenant, condition or agreement contained in (i) Section 5.02(a), 5.03
(with respect to a Loan Party's existence), 5.08, 5.16 or in Article VI or (ii) in Article IV of the Security Agreement;


 


(e)           any
Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement or any other Loan
Document (other than those which constitute a default under another Section of this Article), and such failure shall continue
unremedied for a period of (i) 5 days after the earlier of any Loan Party's knowledge of such breach or notice thereof
from the Administrative Agent (which notice will be given at the request of any Lender) if such breach relates to terms or provisions
of Section 5.01, 5.02 (other than Section 5.02(a)), 5.03 through 5.07, 5.10, 5.11 or 5.13 of this Agreement or (ii) 15
days after the earlier of any Loan Party's knowledge of such breach or notice thereof from the Administrative Agent (which notice
will be given at the request of any Lender) if such breach relates to terms or provisions of any other Section of this Agreement
or terms or provisions of any other Loan Document;


 


(f)            any
Loan Party or Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect
of any Material Indebtedness, when and as the same shall become due and payable;


 


(g)           any
event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables
or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness
or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment,
repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall
not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing
such Indebtedness to the extent such sale or transfer is permitted by Section 6.05;


 


(h)           an
involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization
or other relief in respect of a Loan Party or Subsidiary or its debts, or of a substantial part of its assets, under any federal,
state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of
a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or Subsidiary or for a substantial
part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for sixty (60) days or
an order or decree approving or ordering any of the foregoing shall be entered;


 


(i)            any
Loan Party or Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization
or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect,
(ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described
in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for such Loan Party or Subsidiary or for a substantial part of its assets, (iv) file an answer
admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for
the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;


 


(j)            any
Loan Party or Subsidiary shall become unable, admit in writing its inability, or publicly declare its intention not to, or fail
generally to pay its debts as they become due;


 






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(k)           (i) one
or more judgments for the payment of money in excess of $2,500,000 in any one case or $5,000,000 in the aggregate (to the extent
not covered by insurance where the insurer has assumed responsibility in writing for such judgment) shall be rendered against
any Loan Party, any Subsidiary or any combination thereof and the same shall remain undischarged for a period of thirty (30) consecutive
days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach
or levy upon any assets of any Loan Party or Subsidiary to enforce any such judgment; or (ii) any Loan Party or Subsidiary
shall fail within thirty (30) days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate,
could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on
appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued;


 


(l)            an
ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events
that have occurred, could reasonably be expected to result in liability of the Borrowers and their Subsidiaries in an aggregate
amount exceeding $1,000,000;


 


(m)          a
Change in Control shall occur;


 


(n)           the
Loan Guaranty or any Obligation Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue
or to assert the invalidity or unenforceability of the Loan Guaranty or any Obligation Guaranty, or any Loan Guarantor shall fail
to comply with any of the terms or provisions of the Loan Guaranty or any Obligation Guaranty to which it is a party, or any Loan
Guarantor shall deny that it has any further liability under the Loan Guaranty or any Obligation Guaranty to which it is a party,
or shall give notice to such effect, including, but not limited to notice of termination delivered pursuant to Section 10.08
or any notice of termination delivered pursuant to the terms of any Obligation Guaranty;


 


(o)           except
as permitted by the terms of any Collateral Document, (i) any Collateral Document shall for any reason fail to create a valid
security interest in any Collateral purported to be covered thereby, or (ii) any Lien securing any Secured Obligation shall
cease to be a perfected, first priority Lien;


 


(p)           any
Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the
invalidity or unenforceability of any Collateral Document;


 


(q)           any
material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms
(or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action
or inaction that evidences its assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not
valid, binding and enforceable in accordance with its terms);


 


(r)            there
shall be an act, condition or event that has a Material Adverse Effect after the date hereof; or


 






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(s)            there
shall be an event of default under the Timet Documents that allows Timet to terminate and/or assert damages under the Timet Documents
or foreclose on the Timet Collateral.


 


then, and in every such event (other than
an event with respect to the Loan Parties described in clause (h) or (i) of this Article), and at any time thereafter
during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice
to the Borrower Representative, take any or all of the following actions, at the same or different times:  (i) terminate
the Commitments (including the Swingline Commitment), whereupon the Commitments shall terminate immediately, (ii) declare
the Loans then outstanding to be due and payable in whole (or in part, but ratably as among the Classes of Loans and the Loans
of each Class at the time outstanding, in which case any principal not so declared to be due and payable may thereafter be
declared to be due and payable), whereupon the principal of the Loans so declared to be due and payable, together with accrued
interest thereon and all fees (including, for the avoidance of doubt, any break funding payments) and other obligations of the
Loan Parties accrued hereunder and under any other Loan Document, shall become due and payable immediately, in each case without
presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Loan Parties, and (iii) require
cash collateral for the LC Exposure in accordance with Section 2.06(j) hereof; and in the case of any event with respect
to the Loan Parties described in clause (h) or (i) of this Article, the Commitments (including the Swingline Commitment)
shall automatically terminate and the principal of the Loans then outstanding and the cash collateral for the LC Exposure, together
with accrued interest thereon and all fees (including, for the avoidance of doubt, any break funding payments) and other obligations
of the Loan Parties accrued hereunder and under any other Loan Documents, shall automatically become due and payable, in each
case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Loan Parties. Upon
the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required
Lenders shall, increase the rate of interest applicable to the Loans and other Obligations as set forth in this Agreement and
exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including
all remedies provided under the UCC.


 


ARTICLE VIII


 


The Administrative Agent.


 


SECTION 8.01     Authorization
and Action.


 


(a)            Each
Lender, on behalf of itself and any of its Affiliates that are Secured Parties and the Issuing Bank hereby irrevocably appoints
the entity named as Administrative Agent in the heading of this Agreement and its successors and assigns to serve as the administrative
agent and collateral agent under the Loan Documents and each Lender and the Issuing Bank authorizes the Administrative Agent to
take such actions as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are
delegated to the Administrative Agent under such agreements and to exercise such powers as are reasonably incidental thereto.
In addition, to the extent required under the laws of any jurisdiction other than within the United States, each Lender and the
Issuing Bank hereby grants to the Administrative Agent any required powers of attorney to execute and enforce any Collateral Document
governed by the laws of such jurisdiction on such Lender's or such Issuing Bank's behalf. Without limiting the foregoing, each
Lender and the Issuing Bank hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations
under, each of the Loan Documents to which the Administrative Agent is a party, and to exercise all rights, powers and remedies
that the Administrative Agent may have under such Loan Documents.


 


(b)            As
to any matters not expressly provided for herein and in the other Loan Documents (including enforcement or collection), the Administrative
Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting
(and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or
such other number or percentage of the Lenders as shall be necessary, pursuant to the terms in the Loan Documents), and, unless
and until revoked in writing, such instructions shall be binding upon each Lender and the Issuing Bank; provided, however,
that the Administrative Agent shall not be required to take any action that (i) the Administrative Agent in good faith believes
exposes it to liability unless the Administrative Agent receives an indemnification and is exculpated in a manner satisfactory
to it from the Lenders and the Issuing Bank with respect to such action or (ii) is contrary to this Agreement or any other
Loan Document or applicable law, including any action that may be in violation of the automatic stay under any requirement of
law relating to bankruptcy, insolvency or reorganization or relief of debtors or that may effect a forfeiture, modification or
termination of property of a Defaulting Lender in violation of any requirement of law relating to bankruptcy, insolvency or reorganization
or relief of debtors; provided, further, that the Administrative Agent may seek clarification or direction from
the Required Lenders prior to the exercise of any such instructed action and may refrain from acting until such clarification
or direction has been provided. Except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any
duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Borrower, any other Loan
Party, any Subsidiary or any Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative
Agent or any of its Affiliates in any capacity. Nothing in this Agreement shall require the Administrative Agent to expend or
risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise
of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity
against such risk or liability is not reasonably assured to it.


 






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(c)            In
performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on
behalf of the Lenders and the Issuing Bank (except in limited circumstances expressly provided for herein relating to the maintenance
of the Register), and its duties are entirely mechanical and administrative in nature. Without limiting the generality of the
foregoing:


 


(i)            the
Administrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship
as the agent, fiduciary or trustee of or for any Lender, Issuing Bank or Secured Party or holder of any other obligation
other than as expressly set forth herein and in the other Loan Documents, regardless of whether a Default or an Event of Default
has occurred and is continuing (and it is understood and agreed that the use of the term "agent" (or any similar term)
herein or in any other Loan Document with reference to the Administrative Agent is not intended to connote any fiduciary duty
or other implied (or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a
matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties);
additionally, each Lender agrees that it will not assert any claim against the Administrative Agent based on an alleged breach
of fiduciary duty by the Administrative Agent in connection with this Agreement and/or the transactions contemplated hereby;


 


(ii)            [reserved];


 


(iii)           [reserved];
and


 


(iv)           nothing
in this Agreement or any Loan Document shall require the Administrative Agent to account to any Lender for any sum or the profit
element of any sum received by the Administrative Agent for its own account.


 


(d)            The
Administrative Agent may perform any of its duties and exercise its rights and powers hereunder or under any other Loan Document
by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent
may perform any of their respective duties and exercise their respective rights and powers through their respective Related Parties.
The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative
Agent and any such sub-agent, and shall apply to their respective activities pursuant to this Agreement. The Administrative Agent
shall not be responsible for the negligence or misconduct of any sub agent except to the extent that a court of competent jurisdiction
determines in a final and non-appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct
in the selection of such sub-agent.


 


(e)            None
of any Syndication Agent, any Co-Documentation Agent or any Arranger shall have obligations or duties whatsoever in such capacity
under this Agreement or any other Loan Document and shall incur no liability hereunder or thereunder in such capacity, but all
such persons shall have the benefit of the indemnities provided for hereunder.


 






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(f)            In
case of the pendency of any proceeding with respect to any Loan Party under any Federal, state or foreign bankruptcy, insolvency,
receivership or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any
Loan or any reimbursement obligation in respect of any LC Disbursement shall then be due and payable as herein expressed or by
declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on any Borrower) shall
be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:


 


(i)            to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Disbursements
and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order
to have the claims of the Lenders, the Issuing Bank and the Administrative Agent (including any claim under Sections 2.12,
2.13, 2.15, 2.17 and 9.03) allowed in such judicial proceeding; and


 


(ii)           to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;


 


and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by each Lender, the Issuing
Bank and each other Secured Party to make such payments to the Administrative Agent and, in the event that the Administrative
Agent shall consent to the making of such payments directly to the Lenders, the Issuing Bank or the other Secured Parties, to
pay to the Administrative Agent any amount due to it, in its capacity as the Administrative Agent, under the Loan Documents (including
under Section 9.03). Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent
to or accept or adopt on behalf of any Lender or Issuing Bank any plan of reorganization, arrangement, adjustment or composition
affecting the Obligations or the rights of any Lender or Issuing Bank or to authorize the Administrative Agent to vote in respect
of the claim of any Lender or Issuing Bank in any such proceeding.


 


The provisions of this Article are
solely for the benefit of the Administrative Agent, the Lenders and the Issuing Bank, and, except solely to the extent of the
Borrowers' right to consent pursuant to and subject to the conditions set forth in this Article, no Borrower nor any Subsidiary,
or any of their respective Affiliates, shall have any rights as a third party beneficiary under any such provisions. Each Secured
Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees
of the Secured Obligations provided under the Loan Documents, to have agreed to the provisions of this Article.


 


SECTION 8.02     Administrative
Agent's Reliance, Indemnification, Etc.


 


(a)            Neither
the Administrative Agent nor any of its Related Parties shall be (i) liable for any action taken or omitted to be taken by
such party, the Administrative Agent or any of its Related Parties under or in connection with this Agreement or the other Loan
Documents (x) with the consent of or at the request of the Required Lenders (or such other number or percentage of the Lenders
as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as
provided in the Loan Documents) or (y) in the absence of its own gross negligence or willful misconduct (such absence to
be presumed unless otherwise determined by a court of competent jurisdiction by a final and non-appealable judgment) or (ii) responsible
in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any
officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document
referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other
Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other
Loan Document or for any failure of any Loan Party to perform its obligations hereunder or thereunder.


 






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(b)            The
Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof (stating that
it is a "notice of default") is given to the Administrative Agent by the Borrower Representative, a Lender or the Issuing
Bank, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement,
warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report
or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants,
agreements or other terms or conditions set forth in any Loan Document or the occurrence of any Default, (iv) the sufficiency,
validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the
satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of
items (which on their face purport to be such items) expressly required to be delivered to the Administrative Agent or satisfaction
of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative
Agent, or (vi) the creation, perfection or priority of Liens on the Collateral.


 


(c)            Without
limiting the foregoing, the Administrative Agent (i) may treat the payee of any promissory note as its holder until such
promissory note has been assigned in accordance with Section 9.04, (ii) may rely on the Register to the extent set forth
in Section 9.04(b), (iii) may consult with legal counsel (including counsel to the Borrowers), independent public accountants
and other experts selected by it, and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance
with the advice of such counsel, accountants or experts, (iv) makes no warranty or representation to any Lender or Issuing
Bank and shall not be responsible to any Lender or Issuing Bank for any statements, warranties or representations made by or on
behalf of any Loan Party in connection with this Agreement or any other Loan Document, (v) in determining compliance with
any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to
the satisfaction of a Lender or an Issuing Bank, may presume that such condition is satisfactory to such Lender or Issuing Bank
unless the Administrative Agent shall have received notice to the contrary from such Lender or Issuing Bank sufficiently in advance
of the making of such Loan or the issuance of such Letter of Credit and (vi) shall be entitled to rely on, and shall incur
no liability under or in respect of this Agreement or any other Loan Document by acting upon, any notice, consent, certificate
or other instrument or writing (which writing may be a fax, any electronic message, Internet or intranet website posting
or other distribution) or any statement made to it orally or by telephone and believed by it to be genuine and signed or sent
or otherwise authenticated by the proper party or parties (whether or not such Person in fact meets the requirements set forth
in the Loan Documents for being the maker thereof).


 


SECTION 8.03     Posting
of Communications.


 


(a)            The
Borrowers agree that the Administrative Agent may, but shall not be obligated to, make any Communications available to the Lenders
and the Issuing Bank by posting the Communications on IntraLinksTM, DebtDomain, SyndTrak, ClearPar or any other electronic
system chosen by the Administrative Agent to be its electronic transmission system (the "Approved Electronic Platform").


 


(b)            Although
the Approved Electronic Platform and its primary web portal are secured with generally-applicable security procedures and policies
implemented or modified by the Administrative Agent from time to time (including, as of the Effective Date, a user ID/password
authorization system) and the Approved Electronic Platform is secured through a per-deal authorization method whereby each user
may access the Approved Electronic Platform only on a deal-by-deal basis, each of the Lenders, the Issuing Bank and each Borrower
acknowledges and agrees that the distribution of material through an electronic medium is not necessarily secure, that the Administrative
Agent is not responsible for approving or vetting the representatives or contacts of any Lender that are added to the Approved
Electronic Platform, and that there may be confidentiality and other risks associated with such distribution. Each of the Lenders,
the Issuing Bank and each Borrower hereby approves distribution of the Communications through the Approved Electronic Platform
and understands and assumes the risks of such distribution.


 






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(c)            THE
APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS ARE PROVIDED "AS IS" AND "AS AVAILABLE". THE APPLICABLE
PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE APPROVED
ELECTRONIC PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC PLATFORM AND
THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS
MADE BY THE APPLICABLE PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM. IN NO EVENT SHALL THE
ADMINISTRATIVE AGENT, ANY ARRANGER, ANY CO-DOCUMENTATION AGENT, ANY SYNDICATION AGENT OR ANY OF THEIR RESPECTIVE RELATED PARTIES
(COLLECTIVELY, "APPLICABLE PARTIES") HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER, ANY ISSUING BANK OR ANY
OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY'S OR THE ADMINISTRATIVE AGENT'S TRANSMISSION
OF COMMUNICATIONS THROUGH THE INTERNET OR THE APPROVED ELECTRONIC PLATFORM.


 


"Communications" means,
collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan
Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent,
any Lender or Issuing Bank by means of electronic communications pursuant to this Section, including through an Approved Electronic
Platform.


 


(d)            Each
Lender and Issuing Bank agrees that notice to it (as provided in the next sentence) specifying that Communications have been posted
to the Approved Electronic Platform shall constitute effective delivery of the Communications to such Lender for purposes of the
Loan Documents. Each Lender and Issuing Bank agrees (i) to notify the Administrative Agent in writing (which could be in
the form of electronic communication) from time to time of such Lender's or Issuing Bank's (as applicable) email address to which
the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such email
address.


 


(e)            Each
of the Lenders, Issuing Bank and each Borrower agrees that the Administrative Agent may, but (except as may be required by
applicable law) shall not be obligated to, store the Communications on the Approved Electronic Platform in accordance with the
Administrative Agent's generally applicable document retention procedures and policies.


 


(f)            Nothing
herein shall prejudice the right of the Administrative Agent, any Lender or Issuing Bank to give any notice or other communication
pursuant to any Loan Document in any other manner specified in such Loan Document.


 






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SECTION 8.04     The
Administrative Agent Individually. With respect to its Commitment, Loans (including Swingline Loans) and Letters of Credit,
the Person serving as the Administrative Agent shall have and may exercise the same rights and powers hereunder and is subject
to the same obligations and liabilities as and to the extent set forth herein for any other Lender or Issuing Bank, as the case
may be. The terms "Issuing Bank", "Lenders", "Required Lenders" and any similar terms shall, unless
the context clearly otherwise indicates, include the Administrative Agent in its individual capacity as a Lender, Issuing
Bank or as one of the Required Lenders, as applicable. The Person serving as the Administrative Agent and its Affiliates may accept
deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally
engage in any kind of banking, trust or other business with, any Loan Party, any Subsidiary or any Affiliate of any of the foregoing
as if such Person was not acting as the Administrative Agent and without any duty to account therefor to the Lenders or the Issuing
Bank.


 


SECTION 8.05     Successor
Administrative Agent.


 


(a)            The
Administrative Agent may resign at any time by giving 30 days' prior written notice thereof to the Lenders, the Issuing Bank and
the Borrower Representative, whether or not a successor Administrative Agent has been appointed. Upon any such resignation, the
Required Lenders shall have the right, to appoint a successor Administrative Agent. If no successor Administrative Agent shall
have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring
Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and
the Issuing Bank, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York or an Affiliate
of any such bank. In either case, such appointment shall be subject to the prior written approval of the Borrower Representative
(which approval may not be unreasonably withheld and shall not be required while an Event of Default has occurred and is continuing).
Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent, such successor Administrative
Agent shall succeed to and become vested with, all the rights, powers, privileges and duties of the retiring Administrative Agent.
Upon the acceptance of appointment as Administrative Agent by a successor Administrative Agent, the retiring Administrative Agent
shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Administrative
Agent's resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably
necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents.


 


(b)            Notwithstanding
paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have
accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring
Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Bank and the Borrowers,
whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent
shall be discharged from its duties and obligations hereunder and under the other Loan Documents; provided that, solely
for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit
of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral
agent for the benefit of the Secured Parties and continue to be entitled to the rights set forth in such Collateral Document and
Loan Document, and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral,
in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with
this Section (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take
any further action under any Collateral Document, including any action required to maintain the perfection of any such security
interest), and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other
Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly
to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative
Agent shall directly be given or made to each Lender and Issuing Bank. Following the effectiveness of the Administrative Agent's
resignation from its capacity as such, the provisions of this Article, Section 2.17(d) and Section 9.03, as well
as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect
for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions
taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent and in
respect of the matters referred to in the proviso under clause (a) above.


 






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SECTION 8.06     Acknowledgements
of Lenders and Issuing Bank.


 


(a)            Each
Lender represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and
that it has, independently and without reliance upon the Administrative Agent, any Arranger, any Syndication Agent, any Co-Documentation
Agent, or any other Lender , or any of the Related Parties of any of the foregoing, and based on such documents and information
as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make,
acquire or hold Loans hereunder. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative
Agent, any Arranger, any Syndication Agent, any Co-Documentation Agent, or any other Lender, or any of the Related Parties of
any of the foregoing, and based on such documents and information (which may contain material, non-public information within the
meaning of the United States securities laws concerning the Borrowers and their Affiliates) as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan
Document or any related agreement or any document furnished hereunder or thereunder.


 


(b)            Each
Lender, by delivering its signature page to this Agreement on the Effective Date, or delivering its signature page to
an Assignment and Assumption or any other Loan Document pursuant to which it shall become a Lender hereunder, shall be deemed
to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered
to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Effective Date or the effective date
of any such Assignment and Assumption or any other Loan Document pursuant to which it shall have become a Lender hereunder.


 


(c)            Each
Lender hereby agrees that (i) it has requested a copy of each Report prepared by or on behalf of the Administrative Agent;
(ii) the Administrative Agent (A) makes no representation or warranty, express or implied, as to the completeness or
accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a
Report and (B) shall not be liable for any information contained in any Report; (iii) the Reports are not comprehensive
audits or examinations, and that any Person performing any field examination will inspect only specific information regarding
the Loan Parties and will rely significantly upon the Loan Parties' books and records, as well as on representations of the Loan
Parties' personnel and that the Administrative Agent undertakes no obligation to update, correct or supplement the Reports; (iv) it
will keep all Reports confidential and strictly for its internal use, not share the Report with any Loan Party or any other Person
except as otherwise permitted pursuant to this Agreement; and (v) without limiting the generality of any other indemnification
provision contained in this Agreement, (A) it will hold the Administrative Agent and any such other Person preparing a Report
harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report
in connection with any extension of credit that the indemnifying Lender has made or may make to a Borrower, or the indemnifying
Lender's participation in, or the indemnifying Lender's purchase of, a Loan or Loans; and (B) it will pay and protect, and
indemnify, defend, and hold the Administrative Agent and any such other Person preparing a Report harmless from and against, the
claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorneys' fees) incurred by the
Administrative Agent or any such other Person as the direct or indirect result of any third parties who might obtain all or part
of any Report through the indemnifying Lender.


 






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SECTION 8.07     Collateral
Matters.


 


(a)            Except
with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party's right
to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of
the Collateral or to enforce any Guarantee of the Secured Obligations, it being understood and agreed that all powers, rights
and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in
accordance with the terms thereof. In its capacity, the Administrative Agent is a "representative" of the Secured Parties
within the meaning of the term "secured party" as defined in the UCC. In the event that any Collateral is hereafter
pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby
granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate
to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties.


 


(b)            In
furtherance of the foregoing and not in limitation thereof, no arrangements in respect of Banking Services the obligations under
which constitute Secured Obligations and no Swap Agreement the obligations under which constitute Secured Obligations, will create
(or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or
release of any Collateral or of the obligations of any Loan Party under any Loan Document. By accepting the benefits of the Collateral,
each Secured Party that is a party to any such arrangement in respect of Banking Services or Swap Agreement, as applicable, shall
be deemed to have appointed the Administrative Agent to serve as administrative agent and collateral agent under the Loan Documents
and agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this paragraph.


 


(c)            The
Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion, to subordinate any Lien on
any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property
that is permitted by Section 6.02(b). The Administrative Agent shall not be responsible for or have a duty to ascertain or
inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence,
priority or perfection of the Administrative Agent's Lien thereon or any certificate prepared by any Loan Party in connection
therewith, nor shall the Administrative Agent be responsible or liable to the Lenders or any other Secured Party for any failure
to monitor or maintain any portion of the Collateral.


 






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SECTION 8.08     Credit
Bidding. The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required
Lenders, to credit bid all or any portion of the Obligations (including by accepting some or all of the Collateral in satisfaction
of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either
directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted
under the provisions of the Bankruptcy Code, including under Sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar
laws in any other jurisdictions to which a Loan Party is subject, or (b) at any other sale, foreclosure or acceptance of
collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial
action or otherwise) in accordance with any applicable law. In connection with any such credit bid and purchase, the Obligations
owed to the Secured Parties shall be entitled to be, and shall be, credit bid by the Administrative Agent at the direction of
the Required Lenders on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent
interests in the acquired assets on a ratable basis that shall vest upon the liquidation of such claims in an amount proportional
to the liquidated portion of the contingent claim amount used in allocating the contingent interests) for the asset or assets
so purchased (or for the equity interests or debt instruments of the acquisition vehicle or vehicles that are issued in connection
with such purchase). In connection with any such bid (i) the Administrative Agent shall be authorized to form one or more
acquisition vehicles and to assign any successful credit bid to such acquisition vehicle or vehicles, (ii) each of the Secured
Parties' ratable interests in the Obligations which were credit bid shall be deemed without any further action under this Agreement
to be assigned to such vehicle or vehicles for the purpose of closing such sale, (iii) the Administrative Agent shall be
authorized to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions
by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or equity
interests thereof, shall be governed, directly or indirectly, by, and the governing documents shall provide for, control by the
vote of the Required Lenders or their permitted assignees under the terms of this Agreement or the governing documents of the
applicable acquisition vehicle or vehicles, as the case may be, irrespective of the termination of this Agreement and without
giving effect to the limitations on actions by the Required Lenders contained in Section 9.02 of this Agreement), (iv) the
Administrative Agent on behalf of such acquisition vehicle or vehicles shall be authorized to issue to each of the Secured Parties,
ratably on account of the relevant Obligations which were credit bid, interests, whether as equity, partnership interests, limited
partnership interests or membership interests, in any such acquisition vehicle and/or debt instruments issued by such acquisition
vehicle, all without the need for any Secured Party or acquisition vehicle to take any further action, and (v) to the extent
that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of
another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of
Obligations credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Secured
Parties pro rata with their original interest in such Obligations and the equity interests and/or debt instruments issued by any
acquisition vehicle on account of such Obligations shall automatically be cancelled, without the need for any Secured Party or
any acquisition vehicle to take any further action. Notwithstanding that the ratable portion of the Obligations of each Secured
Party are deemed assigned to the acquisition vehicle or vehicles as set forth in clause (ii) above, each Secured Party shall
execute such documents and provide such information regarding the Secured Party (and/or any designee of the Secured Party which
will receive interests in or debt instruments issued by such acquisition vehicle) as the Administrative Agent may reasonably request
in connection with the formation of any acquisition vehicle, the formulation or submission of any credit bid or the consummation
of the transactions contemplated by such credit bid.


 


SECTION 8.09     Certain
ERISA Matters.


 


(a)            Each
Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,
from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit
of, the Administrative Agent, and each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for
the benefit of any Borrower or any other Loan Party, that at least one of the following is and will be true:


 


(i)            such
Lender is not using "plan assets" (within the meaning of the Plan Asset Regulations) of one or more Benefit Plans in
connection with the Loans, the Letters of Credit or the Commitments,


 


(ii)           the
transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined
by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance
company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts),
PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption
for certain transactions determined by in-house asset managers), is applicable with respect to such Lender's entrance into, participation
in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,


 






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(iii)            (A) such
Lender is an investment fund managed by a "Qualified Professional Asset Manager" (within the meaning of Part VI
of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter
into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the
entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this
Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the
best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect
to such Lender's entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments
and this Agreement, or


 


(iv)            such
other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion,
and such Lender.


 


(b)            In
addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender
has not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding
clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to,
and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party
hereto, for the benefit of, the Administrative Agent, and each Arranger and their respective Affiliates, and not, for the avoidance
of doubt, to or for the benefit of any Borrower or any other Loan Party, that none of the Administrative Agent, any Arranger,
any Syndication Agent, any Co-Documentation Agent, or any of their respective Affiliates is a fiduciary with respect to the Collateral
or the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent
under this Agreement, any Loan Document or any documents related to hereto or thereto).


 


(c)            The
Administrative Agent and each Arranger, Syndication Agent and Co-Documentation Agent hereby informs the Lenders that each such
Person is not undertaking to provide investment advice or to give advice in a fiduciary capacity, in connection with the transactions
contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person
or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the
Commitments, this Agreement and any other Loan Documents, (ii) may recognize a gain if it extended the Loans, the Letters
of Credit or the Commitments for an amount less than the amount being paid for an interest in the Loans, the Letters of Credit
or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated
hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront
fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage
fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out
premiums, banker's acceptance fees, breakage or other early termination fees or fees similar to the foregoing.


 


SECTION 8.10     Flood
Insurance Laws. JPMCB has adopted internal policies and procedures that address Flood Insurance Laws. JPMCB, as administrative
agent or collateral agent on a syndicated facility, will post on the applicable electronic platform (or otherwise distribute to
each Lender in the syndicate) documents that it receives in connection with the Flood Insurance Laws. However, JPMCB reminds each
Lender and Participant in the facility that, pursuant to the Flood Insurance Laws, each federally regulated Lender (whether acting
as a Lender or Participant in the facility) is responsible for assuring its own compliance with the flood insurance requirements.


 






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ARTICLE IX


 


Miscellaneous.


 





SECTION 9.01         Notices.


 


(a)           Except
in the case of notices and other communications expressly permitted to be given by telephone or Electronic Systems (and subject
in each case to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall
be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile, as follows:


 


(i)           if
to any Loan Party, to the Borrower Representative at:


 


Haynes International, Inc.

1020 W. Park Avenue

Kokomo, Indiana 46904

Attention: Daniel Maudlin, Chief Financial Officer

Janice W. Gunst, General Counsel

Facsimile: (765) 456-6935

Email: dmaudlin@haynesintl.com; jgunst@haynesintl.com


 


(ii)          if
to the Administrative Agent, JPMCB in its capacity as an Issuing Bank or the Swingline Lender, to JPMorgan Chase Bank, N.A. at:


 


10 S. Dearborn, Floor L2

Chicago, Illinois 60603

Attention: John Morrone

Facsimile No: ___(312) 548-1943_______________________

Email: john.morrone@jpmorgan.com


 


(iii)         if
to any other Lender or Issuing Bank, to it at its address or facsimile number set forth in its Administrative Questionnaire.


 


All such notices and other communications
(A) sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given
when received, (B) sent by facsimile shall be deemed to have been given when sent, provided that if not given during
normal business hours of the recipient, such notice or communication shall be deemed to have been given at the opening of business
on the next Business Day of the recipient, or (C) delivered through Electronic Systems or Approved Electronic Platforms, as
applicable, to the extent provided in paragraph (b) below shall be effective as provided in such paragraph.


 


(b)          Notices
and other communications to the Lenders hereunder may be delivered or furnished by using Electronic Systems or Approved Electronic
Platforms, as applicable, or pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall
not apply to notices pursuant to Article II or to Compliance Certificates delivered pursuant to Section 5.01(d) unless
otherwise agreed by the Administrative Agent and the applicable Lender. Each of the Administrative Agent and the Borrower Representative
(on behalf of the Loan Parties) may, in its discretion, agree to accept notices and other communications to it hereunder by Electronic
Systems or Approved Electronic Platforms, as applicable, pursuant to procedures approved by it; provided that approval of
such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise proscribes, all
such notices and other communications (i) sent to an e-mail address shall be deemed received upon the sender's receipt of
an acknowledgement from the intended recipient (such as by the "return receipt requested" function, as available, return
e-mail or other written acknowledgement), provided that if not given during the normal business hours of the recipient,
such notice or communication shall be deemed to have been given at the opening of business on the next Business Day for the recipient,
and (ii) posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient,
at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication is available
and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice,
e-mail or other communication is not sent during the normal business hours of the recipient, such notice or communication shall
be deemed to have been sent at the opening of business on the next Business Day of the recipient.


 






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(c)          Any
party hereto may change its address, facsimile number or e-mail address for notices and other communications hereunder by notice
to the other parties hereto.


 


SECTION 9.02         Waivers;
Amendments.


 


(a)           No
failure or delay by the Administrative Agent, the Issuing Bank or any Lender in exercising any right or power hereunder or under
any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power,
or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof
or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Bank and the Lenders
hereunder and under any other Loan Document are cumulative and are not exclusive of any rights or remedies that they would otherwise
have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event
be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall
be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing,
the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether
the Administrative Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time.


 


(b)          Except
as provided in the first sentence of Section 2.09(f) (with respect to any commitment increase) and subject to Section 2.14(c) and
(d) and Section 9.02(e) below, neither this Agreement nor any other Loan Document nor any provision hereof or thereof
may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing
entered into by the Borrower Representative and the Required Lenders or (y) in the case of any other Loan Document, pursuant
to an agreement or agreements in writing entered into by the Administrative Agent and the Borrower Representative, on behalf of
the Loan Party or Loan Parties that are parties thereto, with the consent of the Required Lenders; provided that no such
agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender (including any such Lender
that is a Defaulting Lender), (ii) reduce or forgive the principal amount of any Loan or LC Disbursement or reduce the rate
of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender (including
any such Lender that is a Defaulting Lender) affected thereby (provided that any amendment or modification of the financial
covenants in this Agreement (or any defined term used therein) shall not constitute a reduction in the rate of interest or fees
for purposes of this clause (ii)), (iii) postpone any scheduled date of payment of the principal amount of any Loan or LC
Disbursement, or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of,
waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of
each Lender (including any such Lender that is a Defaulting Lender) affected thereby, (iv) change Section 2.09(c) or
Section 2.18(b) or (d) in a manner that would alter the ratable reduction of Commitments or the manner in which
payments are shared, without the written consent of each Lender (other than any Defaulting Lender), (v) increase the advance
rates set forth in the definition of Borrowing Base, amend the definition of "Eligible Accounts" or "Eligible Inventory"
with the effect of increasing the Borrowing Base, or add new categories of eligible assets, without the written consent of the
Supermajority Lenders, (vi) change any of the provisions of this Section or the definition of "Required Lenders",
 "Supermajority Lenders" or any other provision of any Loan Document specifying the number or percentage of Lenders (or
Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder,
without the written consent of each Lender (other than any Defaulting Lender) directly affected thereby, (vii) change Section 2.20
without the consent of each Lender (other than any Defaulting Lender), (viii) release any Guarantor from its obligation under
its Loan Guaranty or Obligation Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written
consent of each Lender (other than any Defaulting Lender), or (ix) except as provided in clause (c) of this Section or
in any Collateral Document, release all or substantially all of the Collateral, without the written consent of each Lender (other
than any Defaulting Lender); provided, further, that no such agreement shall amend, modify or otherwise affect the
rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder without the prior written consent
of the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be (it being understood that any amendment
to Section 2.20 shall require the consent of the Administrative Agent, the Issuing Bank and the Swingline Lender); provided
further that no such agreement shall amend or modify the provisions of Section 2.07 or any letter of credit application
and any bilateral agreement between the Borrower Representative and the Issuing Bank regarding the Issuing Bank's Issuing Bank
Sublimit or the respective rights and obligations between any Borrower and the Issuing Bank in connection with the issuance of
Letters of Credit without the prior written consent of the Administrative Agent and the Issuing Bank, respectively. The Administrative
Agent may also amend the Commitment Schedule to reflect assignments entered into pursuant to Section 9.04. Any amendment,
waiver or other modification of this Agreement or any other Loan Document that by its terms affects the rights or duties under
this Agreement of the Lenders of one or more Classes (but not the Lenders of any other Class), may be effected by an agreement
or agreements in writing entered into by the Borrowers and the requisite number or percentage in interest of each affected Class of
Lenders that would be required to consent thereto under this Section if such Class of Lenders were the only Class of
Lenders hereunder at the time.


 






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(c)           The
Lenders and the Issuing Bank hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to
release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon the Payment in Full of
all Secured Obligations, and the cash collateralization of all Unliquidated Obligations in a manner satisfactory to each affected
Lender, (ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the
Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative
Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or
disposed of constitutes 100% of the Equity Interests of a Subsidiary, the Administrative Agent is authorized to release any Loan
Guaranty or Obligation Guaranty provided by such Subsidiary, (iii) constituting property leased to a Loan Party under a lease
which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale
or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders
pursuant to Article VII. Except as provided in the preceding sentence, the Administrative Agent will not release any Liens
on Collateral without the prior written authorization of the Required Lenders; provided that, the Administrative Agent may
in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $10,000,000 during any calendar year
without the prior written authorization of the Required Lenders(it being agreed that the Administrative Agent may rely conclusively
on one or more certificates of the Borrowers as to the value of any Collateral to be so released, without further inquiry). Any such
release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released)
upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any
sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent
of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent.


 






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(d)          If,
in connection with any proposed amendment, waiver or consent requiring the consent of "each Lender" or "each Lender
affected thereby," the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained
(any such Lender whose consent is necessary but has not been obtained being referred to herein as a "Non-Consenting Lender"),
then the Borrowers may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently
with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower Representative, the
Administrative Agent and the Issuing Bank shall agree, as of such date, to purchase for cash the Loans and other Obligations due
to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement
and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements
of clause (b) of Section 9.04, and (ii) the Loan Parties shall pay to such Non-Consenting Lender in same day funds
on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender
by the Loan Parties hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting
Lender under Sections 2.15 and 2.17, and (2) an amount, if any, equal to the payment which would have been due to such Lender
on the day of such replacement under Section 2.16 had the Loans of such Non-Consenting Lender been prepaid on such date rather
than sold to the replacement Lender. Each party hereto agrees that an assignment required pursuant to this paragraph may be effected
pursuant to an Assignment and Assumption executed by the Borrower Representative, the Administrative Agent and the assignee (or,
to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic
Platform as to which the Administrative Agent and such parties are participants), and the Lender required to make such assignment
need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to an be bound by
the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment
agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender,
provided that any such documents shall be without recourse to or warranty by the parties thereto.








 


(e)           Notwithstanding
anything to the contrary herein the Administrative Agent may, with the consent of the Borrower Representative only, amend, modify
or supplement this Agreement or any of the other Loan Documents to cure any ambiguity, omission, mistake, defect or inconsistency.


 









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SECTION 9.03         Expenses;
Indemnity; Damage Waiver.


 


(a)           The
Loan Parties shall, jointly and severally, pay all (i) reasonable and documented out-of-pocket expenses incurred by the Administrative
Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in
connection with the syndication and distribution (including, without limitation, via the internet or through any Electronic System
or Approved Electronic Platform) of the credit facilities provided for herein, the preparation and administration of the Loan Documents
and any amendments, modifications or waivers of the provisions of the Loan Documents (whether or not the transactions contemplated
hereby or thereby shall be consummated), (ii) reasonable and documented out-of-pocket expenses incurred by the Issuing Bank
in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and
(iii) documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the
fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender, in connection with
the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this
Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses
incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Expenses being reimbursed
by the Loan Parties under this Section include, without limiting the generality of the foregoing, fees, costs and expenses
incurred in connection with:






 


(A)            appraisals
and insurance reviews;





 


(B)            field
examinations and the preparation of Reports based on the fees charged by a third party retained by the Administrative Agent or
the internally allocated fees for each Person employed by the Administrative Agent with respect to each field examination;


 


(C)            background
checks regarding senior management and/or key investors, as deemed necessary or appropriate in the sole discretion of the Administrative
Agent;


 


(D)            Taxes,
fees and other charges for (1) lien and title searches and title insurance and (2) filing financing statements and continuations,
and other actions to perfect, protect, and continue the Administrative Agent's Liens;


 


(E)            sums
paid or incurred to take any action required of any Loan Party under the Loan Documents that such Loan Party fails to pay or take;
and


 


(F)             forwarding
loan proceeds, collecting checks and other items of payment, and establishing and maintaining the accounts and lock boxes, and
costs and expenses of preserving and protecting the Collateral.


 


All of the foregoing fees, costs and expenses
may be charged to the Borrowers as Revolving Loans or to another deposit account, all as described in Section 2.18(c).


 


(b)          The
Loan Parties shall, jointly and severally, indemnify the Administrative Agent, each Arranger, each Syndication Agent, each Co-Documentation
Agent, the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called
an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties,
incremental taxes, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee,
incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or
delivery of the Loan Documents or any agreement or instrument contemplated thereby, the performance by the parties hereto of their
respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any
Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for
payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms
of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property
owned or operated by a Loan Party or a Subsidiary, or any Environmental Liability related in any way to a Loan Party or a Subsidiary,
(iv) the failure of a Loan Party to deliver to the Administrative Agent the required receipts or other required documentary
evidence with respect to a payment made by a Loan Party for Taxes pursuant to Section 2.17, or (v) any actual or prospective
claim, litigation, investigation, arbitration or proceeding relating to any of the foregoing, whether or not such claim, litigation,
investigation, arbitration or proceeding is brought by any Loan Party or their respective equity holders, Affiliates, creditors
or any other third Person and whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a
party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses,
claims, damages, penalties, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable
judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. This Section 9.03(b) shall
not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim.


 






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(c)          Each
Lender severally agrees to pay any amount required to be paid by any Loan Party under paragraph (a) or (b) of this Section 9.03
to the Administrative Agent, each Issuing Bank and the Swingline Lender, and each Related Party of any of the foregoing Persons
(each, an "Agent Indemnitee") (to the extent not reimbursed by a Loan Party and without limiting the obligation
of any Loan Party to do so), ratably according to their respective Applicable Percentage in effect on the date on which indemnification
is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated
and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date),
from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements
of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted
against such Agent Indemnitee in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents
or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action
taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that the unreimbursed
expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against
such Agent Indemnitee in its capacity as such; provided, further, that no Lender shall be liable for the payment
of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements
that are found by a final and non-appealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee's
gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and
the Payment in Full of the Secured Obligations.








 


(d)           To
the extent permitted by applicable law, no Loan Party shall assert, and each Loan Party hereby waives, any claim against any Indemnitee
(i) for any damages arising from the use by others of information or other materials obtained through telecommunications,
electronic or other information transmission systems (including the Internet) or (ii) on any theory of liability, for special,
indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as
a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions,
any Loan or Letter of Credit or the use of the proceeds thereof; provided that, nothing in this paragraph (d) shall
relieve any Loan Party of any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive
damages asserted against such Indemnitee by a third party.


 


(e)           All
amounts due under this Section shall be payable promptly, but in any event not later than five (5) days, after written
demand therefor.


 


SECTION 9.04         Successors
and Assigns.


 


(a)          The
provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) no
Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each
Lender (and any attempted assignment or transfer by any Borrower without such consent shall be null and void) and (ii) no
Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in
this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants
(to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties
of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by
reason of this Agreement.


 






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(b)           (i)           Subject
to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Persons (other than an Ineligible
Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment,
participations in Letters of Credit and the Loans at the time owing to it) with the prior written consent (such consent not to
be unreasonably withheld) of:


 





(A)            the
Borrower Representative, provided that the Borrower Representative shall be deemed to have consented to any such assignment
of all or a portion of the Revolving Loans and Commitments unless it shall object thereto by written notice to the Administrative
Agent within ten (10) Business Days after having received notice thereof, and provided further that no consent of the
Borrower Representative shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event
of Default has occurred and is continuing, any other assignee;


 


(B)            the
Issuing Bank; and


 


(C)            the
Swingline Lender.


 


(ii)          Assignments
shall be subject to the following additional conditions:


 


(A)            except
in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining
amount of the assigning Lender's Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender
subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered
to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower Representative and the Administrative
Agent otherwise consent, provided that no such consent of the Borrower Representative shall be required if an Event of Default
has occurred and is continuing;


 


(B)            each
partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations
under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part
of all the assigning Lender's rights and obligations in respect of one Class of Commitments or Loans;


 


(C)            the
parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and Assumption or (y) to
the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic
Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, together with
a processing and recordation fee of $3,500; and


 


(D)            the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee
designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information
about Haynes Parent, the other Loan Parties and their Related Parties or their respective securities) will be made available and
who may receive such information in accordance with the assignee's compliance procedures and applicable laws, including Federal
and state securities laws.


 






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For the purposes of
this Section 9.04(b), the terms "Approved Fund" and "Ineligible Institution" have the following
meanings:


 


"Approved Fund"
means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar
extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.


 


"Ineligible
Institution" means (a) a natural person, (b) a Defaulting Lender or its Parent, (c) a holding company,
investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or relative(s) thereof;
provided that, with respect to clause (c), such holding company, investment vehicle or trust shall not constitute an Ineligible
Institution if it (x) has not been established for the primary purpose of acquiring any Loans or Commitments, (y) is
managed by a professional advisor, who is not such natural person or a relative thereof, having significant experience in the business
of making or purchasing commercial loans, and (z) has assets greater than $25,000,000 and a significant part of its activities
consist of making or purchasing commercial loans and similar extensions of credit in the ordinary course of its business or (d) a
Loan Party or a Subsidiary or other Affiliate of a Loan Party.


 


(iii)          Subject
to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date
specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest
assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations
under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations
under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15,
2.16, 2.17 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply
with this Section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights
and obligations in accordance with paragraph (c) of this Section.


 


(iv)          The
Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrowers, shall maintain at one of its offices a
copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders,
and the Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof
from time to time (the "Register"). The entries in the Register shall be conclusive, and the Borrowers, the Administrative
Agent, the Issuing Bank and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof
as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available
for inspection by the Borrowers, the Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable
prior notice.


 


(v)           Upon
its receipt of (x) a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, or (y) to
the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic
Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, the assignee's
completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation
fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph
(b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained
therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment
required to be made by it pursuant to Section 2.05, 2.06(d) or (e), 2.07(b), 2.18(d) or 9.03(c), the Administrative
Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless
and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective
for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.


 






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(c)           Any
Lender may, without the consent of, or notice to, the Borrowers, the Administrative Agent, the Issuing Bank or the Swingline Lender,
sell participations to one or more banks or other entities (a "Participant") other than an Ineligible Institution
in all or a portion of such Lender's rights and obligations under this Agreement (including all or a portion of its Commitment
and/or the Loans owing to it); provided that (i) such Lender's obligations under this Agreement shall remain unchanged;
(ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; and
(iii) the Borrowers, the Administrative Agent, the Issuing Bank and the other Lenders shall continue to deal solely and directly
with such Lender in connection with such Lender's rights and obligations under this Agreement. Any agreement or instrument pursuant
to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement
and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or
instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification
or waiver described in the first proviso to Section 9.02(b) that affects such Participant. The Borrowers agree that each
Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the requirements and limitations
therein, including the requirements under Section 2.17(f) and (g) (it being understood that the documentation required
under Section 2.17(f) shall be delivered to the participating Lender and the information and documentation required under
Section 2.17(g) will be delivered to the Borrower Representative and the Administrative Agent)) to the same extent as
if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided
that such Participant (A) agrees to be subject to the provisions of Sections 2.18 and 2.19 as if it were an assignee
under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Section 2.15
or 2.17, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent
such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable
participation.


 


Each Lender that sells
a participation agrees, at the Borrowers' request and expense, to use reasonable efforts to cooperate with the Borrowers to effectuate
the provisions of Section 2.19(b) with respect to any Participant. To the extent permitted by law, each Participant also
shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject
to Section 2.18(c) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose
as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and
the principal amounts (and stated interest) of each Participant's interest in the Loans or other obligations under this Agreement
or any other Loan Document (the "Participant Register"); provided that no Lender shall have any obligation
to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating
to a Participant's interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any
Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other
obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in
the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded
in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to
the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility
for maintaining a Participant Register.


 






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(d)            Any
Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank,
and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge
or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee
or assignee for such Lender as a party hereto.


 


SECTION 9.05         Survival.
  All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates
or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered
to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the
making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on
its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge
of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full
force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under
this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired
or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force
and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration
or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any other Loan Document or
any provision hereof or thereof.


 


SECTION 9.06         Counterparts;
Integration; Effectiveness; Electronic Execution.


 


(a)           This
Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute
an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents
and any separate letter agreements with respect to (i) fees payable to the Administrative Agent and (ii) increases or
reductions of the Issuing Bank Sublimit of the Issuing Bank constitute the entire contract among the parties relating to the subject
matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter
hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear
the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.


 


(b)           Delivery
of an executed counterpart of a signature page of this Agreement by telecopy, emailed pdf. or any other electronic means that
reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart
of this Agreement. The words "execution," "signed," "signature," "delivery," and words
of like import in or relating to any document to be signed in connection with this Agreement and the transactions contemplated
hereby or thereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each
of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof
or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law,
including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records
Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall
require the Administrative Agent to accept electronic signatures in any form or format without its prior written consent.


 






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SECTION 9.07         Severability.
Any provision of any Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate
such provision in any other jurisdiction.


 


SECTION 9.08         Right
of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Bank and each of their respective
Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply
any and all deposits (general or special, time or demand, provisional or final) at any time held, and other obligations at any
time owing, by such Lender, the Issuing Bank or any such Affiliate, to or for the credit or the account of any Loan Party against
any and all of the Secured Obligations held by such Lender, the Issuing Bank or their respective Affiliates, irrespective of whether
or not such Lender, the Issuing Bank or their respective Affiliates shall have made any demand under the Loan Documents and although
such obligations may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender or the Issuing Bank
different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided that in
the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over
immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.20 and, pending
such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the
Administrative Agent, the Issuing Bank, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative
Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised
such right of setoff. The applicable Lender, the Issuing Bank or such Affiliate shall notify the Borrower Representative and the
Administrative Agent of such setoff or application, provided that any failure to give or any delay in giving such notice
shall not affect the validity of any such setoff or application under this Section. The rights of each Lender, the Issuing Bank
and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of
setoff) that such Lender, the Issuing Bank or their respective Affiliates may have.


 


SECTION 9.09       Governing
Law; Jurisdiction; Consent to Service of Process.


 


(a)           The
Loan Documents (other than those containing a contrary express choice of law provision) shall be governed by and construed in accordance
with the internal laws of the State of Illinois, but giving effect to federal laws applicable to national banks.


 


(b)           Each
of the Lenders and the Administrative Agent hereby irrevocably and unconditionally agrees that, notwithstanding the governing law
provisions of any applicable Loan Document, any claims brought against the Administrative Agent by any Secured Party relating to
this Agreement, any other Loan Document, the Collateral or the consummation or administration of the transactions contemplated
hereby or thereby shall be construed in accordance with and governed by the law of the State of Illinois.


 


(c)           Each
of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction
of any U.S. federal or Illinois state court sitting in Chicago, Illinois, and any appellate court from any thereof, in any
action or proceeding arising out of or relating to any Loan Documents, the transactions relating hereto or thereto, or for recognition
or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may (and any such claims, cross-claims or third party claims brought against the Administrative
Agent or any of its Related Parties may only) be heard and determined in Illinois or, to the extent permitted by law, in such Federal
court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any
other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to
bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in
the courts of any jurisdiction.


 






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(d)          Each
Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection
which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this
Agreement or any other Loan Document in any court referred to in paragraph (c) of this Section. Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such
action or proceeding in any such court.


 


(e)          Each
party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing
in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other
manner permitted by law.


 


SECTION 9.10      WAIVER
OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OR OTHER AGENT (INCLUDING ANY ATTORNEY) OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION.


 


SECTION 9.11         Headings.
Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part
of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.


 


SECTION 9.12        Confidentiality.
Each of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its and its Affiliates' directors, officers, employees and
agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential),
(b) to the extent requested by any Governmental Authority (including any self-regulatory authority, such as the National
Association of Insurance Commissioners), (c) to the extent required by any Requirement of Law or by any subpoena or similar
legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies under this
Agreement or any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or
the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same
as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any
of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any
swap or derivative transaction relating to the Loan Parties and their obligations, (g) with the consent of the Borrower Representative
or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or
(ii) becomes available to the Administrative Agent, the Issuing Bank or any Lender on a non-confidential basis from a source
other than the Borrowers, or (i) on a confidential basis to (1) any rating agency in connection with rating any Borrower
or its Subsidiaries or the credit facilities provided for herein or (2) the CUSIP Service Bureau or any similar agency in
connection with the issuance and monitoring of identification numbers with respect to the credit facilities provided for herein.


 






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For the purposes of this Section, "Information"
means all information received from the Borrowers relating to the Borrowers or their business, other than any such information
that is available to the Administrative Agent, the Issuing Bank or any Lender on a non-confidential basis prior to disclosure by
the Borrowers and other than information pertaining to this Agreement provided by arrangers to data service providers, including
league table providers, that serve the lending industry; provided that, in the case of information received from the Borrowers
after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain
the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to
do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would
accord to its own confidential information.


 


EACH LENDER ACKNOWLEDGES
THAT INFORMATION (AS DEFINED IN THIS SECTION 9.12) FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC
INFORMATION CONCERNING HAYNES PARENT, AND ITS AFFILIATES, THE OTHER LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE
SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT
IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL
AND STATE SECURITIES LAWS.


 


ALL INFORMATION, INCLUDING
REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWERS OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING,
THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT HAYNES PARENT,
THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWERS
AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION
THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW, INCLUDING
FEDERAL AND STATE SECURITIES LAWS.


 


SECTION 9.13         Several
Obligations; Nonreliance; Violation of Law. The respective obligations of the Lenders hereunder are several and not joint
and the failure of any Lender to make any Loan or perform any of its obligations hereunder shall not relieve any other Lender
from any of its obligations hereunder. Each Lender hereby represents that it is not relying on or looking to any margin stock
(as defined in Regulation U of the Board) for the repayment of the Borrowings provided for herein. Anything contained in this
Agreement to the contrary notwithstanding, neither the Issuing Bank nor any Lender shall be obligated to extend credit to the
Borrowers in violation of any Requirement of Law.


 


SECTION 9.14         USA
PATRIOT Act. Each Lender that is subject to the requirements of the USA PATRIOT Act hereby notifies each Loan Party
that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies
such Loan Party, which information includes the name and address of such Loan Party and other information that will allow such
Lender to identify such Loan Party in accordance with the USA PATRIOT Act.


 






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SECTION 9.15         Disclosure.
Each Loan Party, each Lender and the Issuing Bank hereby acknowledges and agrees that the Administrative Agent and/or its Affiliates
from time to time may hold investments in, make other loans to or have other relationships with any of the Loan Parties and their
respective Affiliates.








 


SECTION 9.16         Appointment
for Perfection. Each Lender hereby appoints each other Lender as its agent for the purpose of perfecting Liens, for
the benefit of the Administrative Agent and the other Secured Parties, in assets which, in accordance with Article 9 of the
UCC or any other applicable law can be perfected only by possession or control. Should any Lender (other than the Administrative
Agent) obtain possession or control of any such Collateral, such Lender shall notify the Administrative Agent thereof, and, promptly
upon the Administrative Agent's request therefor shall deliver such Collateral to the Administrative Agent or otherwise deal with
such Collateral in accordance with the Administrative Agent's instructions.


 


SECTION 9.17         Interest
Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any
Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively
the "Charges"), shall exceed the maximum lawful rate (the "Maximum Rate") which may be contracted
for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest
payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum
Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable
as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect
of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with
interest thereon at the NYFRB Rate to the date of repayment, shall have been received by such Lender.


 


SECTION 9.18         Marketing
Consent.


 


The Borrowers hereby
authorize JPMCB and its affiliates (collectively, the "JPMCB Parties"), at their respective sole expense, but
without any prior approval by the Borrowers, to publish such tombstones and give such other publicity to this Agreement as each
may from time to time determine in its sole discretion. The foregoing authorization shall remain in effect unless and until the
Borrower Representative notifies JPMCB in writing that such authorization is revoked.


 


SECTION 9.19         Acknowledgement
and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document
or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability
of any Affected Financial Institution arising under any Loan Document may be subject to the Write-Down and Conversion Powers of
the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


(a)           the
application of any Write-Down and Conversion Powers by the appliacable Resolution Authority to any such liabilities arising hereunder
which may be payable to it by any party hereto that is an Affected Financial Institution; and


 


(b)           the
effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)            a
reduction in full or in part or cancellation of any such liability;


 


(ii)           a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution,
its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other
instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or
any other Loan Document; or


 






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(iii)          the
variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable
Resolution Authority.


 


SECTION 9.20         No
Fiduciary Duty, etc.


 


(a)           Each
Borrower acknowledges and agrees, and acknowledges its Subsidiaries' understanding, that no Credit Party will have any obligations
except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the
capacity of an arm's length contractual counterparty to each Borrower with respect to the Loan Documents and the transactions contemplated
herein and therein and not as a financial advisor or a fiduciary to, or an agent of, any Borrower or any other person. Each Borrower
agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party
in connection with this Agreement and the transactions contemplated hereby. Additionally, each Borrower acknowledges and agrees
that no Credit Party is advising any Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in
any jurisdiction. Each Borrower shall consult with its own advisors concerning such matters and shall be responsible for making
its own independent investigation and appraisal of the transactions contemplated herein or in the other Loan Documents, and the
Credit Parties shall have no responsibility or liability to any Borrower with respect thereto.


 


(b)           Each
Borrower further acknowledges and agrees, and acknowledges its Subsidiaries' understanding, that each Credit Party, together with
its Affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as
providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment
banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity,
debt and other securities and financial instruments (including bank loans and other obligations) of, any Borrower and other companies
with which any Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments
so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including
any voting rights, will be exercised by the holder of the rights, in its sole discretion.


 


(c)           In
addition, each Borrower acknowledges and agrees, and acknowledges its Subsidiaries' understanding, that each Credit Party and its
affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies
in respect of which a Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit
Party will use confidential information obtained from any Borrower by virtue of the transactions contemplated by the Loan Documents
or its other relationships with such Borrower in connection with the performance by such Credit Party of services for other companies,
and no Credit Party will furnish any such information to other companies. Each Borrower also acknowledges that no Credit Party
has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to any Borrower,
confidential information obtained from other companies.


 









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SECTION 9.21         Acknowledgement
Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise,
for Swap Agreements or any other agreement or instrument that is a QFC (such support "QFC Credit Support" and
each such QFC a "Supported QFC"), the parties acknowledge and agree as follows with respect to the resolution
power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall
Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the "U.S. Special Resolution
Regimes") in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding
that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of Illinois and/or
of the United States or any other state of the United States):


 






In the event a Covered
Entity that is party to a Supported QFC (each, a "Covered Party") becomes subject to a proceeding under a U.S.
Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and
obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or
such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under
the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights
in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a
BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under
the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such
Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special
Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the
United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect
to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit
Support.


 


ARTICLE X


 


Loan Guaranty


 


SECTION 10.01      Guaranty.
Each Loan Guarantor (other than those that have delivered a separate Guaranty) hereby agrees that it is jointly and severally
liable for, and, as a primary obligor and not merely as surety, absolutely, unconditionally and irrevocably guarantees to the
Secured Parties, the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter,
of the Secured Obligations and all costs and expenses, including, without limitation, all court costs and attorneys' and paralegals'
fees (including allocated costs of in-house counsel and paralegals) and expenses paid or incurred by the Administrative Agent,
the Issuing Bank and the Lenders in endeavoring to collect all or any part of the Secured Obligations from, or in prosecuting
any action against, any Borrower, any Loan Guarantor or any other guarantor of all or any part of the Secured Obligations (such
costs and expenses, together with the Secured Obligations, collectively the "Guaranteed Obligations"; provided,
however, that the definition of "Guaranteed Obligations" shall not create any guarantee by any Loan Guarantor
of (or grant of security interest by any Loan Guarantor to support, as applicable) any Excluded Swap Obligations of such Loan
Guarantor for purposes of determining any obligations of any Loan Guarantor). Each Loan Guarantor further agrees that the Guaranteed
Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound
upon its guarantee notwithstanding any such extension or renewal. All terms of this Loan Guaranty apply to and may be enforced
by or on behalf of any domestic or foreign branch or Affiliate of any Lender that extended any portion of the Guaranteed Obligations.


 


SECTION 10.02       Guaranty
of Payment. This Loan Guaranty is a guaranty of payment and not of collection. Each Loan Guarantor waives any
right to require the Administrative Agent, the Issuing Bank or any Lender to sue any Borrower, any Loan Guarantor, any other guarantor
of, or any other Person obligated for, all or any part of the Guaranteed Obligations (each, an "Obligated Party"),
or otherwise to enforce its payment against any collateral securing all or any part of the Guaranteed Obligations.


 






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SECTION 10.03       No
Discharge or Diminishment of Loan Guaranty.





 


(a)          Except
as otherwise provided for herein, the obligations of each Loan Guarantor hereunder are unconditional and absolute and not subject
to any reduction, limitation, impairment or termination for any reason (other than Payment in Full of the Guaranteed Obligations),
including: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration or compromise of any of
the Guaranteed Obligations, by operation of law or otherwise; (ii) any change in the corporate existence, structure or ownership
of any Borrower or any other Obligated Party liable for any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy,
reorganization or other similar proceeding affecting any Obligated Party or their assets or any resulting release or discharge
of any obligation of any Obligated Party; or (iv) the existence of any claim, setoff or other rights which any Loan Guarantor
may have at any time against any Obligated Party, the Administrative Agent, the Issuing Bank, any Lender or any other Person, whether
in connection herewith or in any unrelated transactions.


 


(b)          The
obligations of each Loan Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment or termination
whatsoever by reason of the invalidity, illegality or unenforceability of any of the Guaranteed Obligations or otherwise, or any
provision of applicable law or regulation purporting to prohibit payment by any Obligated Party, of the Guaranteed Obligations
or any part thereof.


 


(c)          Further,
the obligations of any Loan Guarantor hereunder are not discharged or impaired or otherwise affected by: (i) the failure of
the Administrative Agent, the Issuing Bank or any Lender to assert any claim or demand or to enforce any remedy with respect to
all or any part of the Guaranteed Obligations; (ii) any waiver or modification of or supplement to any provision of any agreement
relating to the Guaranteed Obligations; (iii) any release, non-perfection or invalidity of any indirect or direct security
for the obligations of any Borrower for all or any part of the Guaranteed Obligations or any obligations of any other Obligated
Party liable for any of the Guaranteed Obligations; (iv) any action or failure to act by the Administrative Agent, the Issuing
Bank or any Lender with respect to any collateral securing any part of the Guaranteed Obligations; or (v) any default, failure
or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance,
act, omission or delay that might in any manner or to any extent vary the risk of such Loan Guarantor or that would otherwise operate
as a discharge of any Loan Guarantor as a matter of law or equity (other than Payment in Full of the Guaranteed Obligations).


 


SECTION 10.04       Defenses
Waived. To the fullest extent permitted by applicable law, each Loan Guarantor hereby waives any defense based on or
arising out of any defense of any Borrower or any Loan Guarantor or the unenforceability of all or any part of the Guaranteed
Obligations from any cause, or the cessation from any cause of the liability of any Borrower, any Loan Guarantor or any other
Obligated Party, other than Payment in Full of the Guaranteed Obligations. Without limiting the generality of the foregoing, each
Loan Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and, to the fullest extent permitted by law,
any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against any
Obligated Party or any other Person. Each Loan Guarantor confirms that it is not a surety under any state law and shall not raise
any such law as a defense to its obligations hereunder. The Administrative Agent may, at its election, foreclose on any Collateral
held by it by one or more judicial or nonjudicial sales, accept an assignment of any such Collateral in lieu of foreclosure or
otherwise act or fail to act with respect to any collateral securing all or a part of the Guaranteed Obligations, compromise or
adjust any part of the Guaranteed Obligations, make any other accommodation with any Obligated Party or exercise any other right
or remedy available to it against any Obligated Party, without affecting or impairing in any way the liability of such Loan Guarantor
under this Loan Guaranty except to the extent the Guaranteed Obligations have been Paid in Full. To the fullest extent permitted
by applicable law, each Loan Guarantor waives any defense arising out of any such election even though that election may operate,
pursuant to applicable law, to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any
Loan Guarantor against any Obligated Party or any security.


 






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SECTION 10.05       Rights
of Subrogation. No Loan Guarantor will assert any right, claim or cause of action, including, without limitation, a
claim of subrogation, contribution or indemnification, that it has against any Obligated Party or any collateral, until the Loan
Parties and the Loan Guarantors have fully performed all their obligations to the Administrative Agent, the Issuing Bank and the
Lenders.


 


SECTION 10.06       Reinstatement;
Stay of Acceleration. If at any time any payment of any portion of the Guaranteed Obligations (including a payment effected
through exercise of a right of setoff) is rescinded, or must otherwise be restored or returned upon the insolvency, bankruptcy
or reorganization of any Borrower or otherwise (including pursuant to any settlement entered into by a Secured Party in its discretion),
each Loan Guarantor's obligations under this Loan Guaranty with respect to that payment shall be reinstated at such time as though
the payment had not been made and whether or not the Administrative Agent, the Issuing Bank and the Lenders are in possession
of this Loan Guaranty. If acceleration of the time for payment of any of the Guaranteed Obligations is stayed upon the insolvency,
bankruptcy or reorganization of any Borrower, all such amounts otherwise subject to acceleration under the terms of any agreement
relating to the Guaranteed Obligations shall nonetheless be payable by the Loan Guarantors forthwith on demand by the Administrative
Agent.


 


SECTION 10.07       Information.
Each Loan Guarantor assumes all responsibility for being and keeping itself informed of the Borrowers' financial condition and
assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope
and extent of the risks that each Loan Guarantor assumes and incurs under this Loan Guaranty, and agrees that none of the Administrative
Agent, the Issuing Bank or any Lender shall have any duty to advise any Loan Guarantor of information known to it regarding those
circumstances or risks.


 


SECTION 10.08       Termination.
Each of the Lenders and the Issuing Bank may continue to make loans or extend credit to the Borrowers based on this Loan Guaranty
until five (5) days after it receives written notice of termination from any Loan Guarantor. Notwithstanding receipt of any
such notice, each Loan Guarantor will continue to be liable to the Lenders for any Guaranteed Obligations created, assumed or
committed to prior to the fifth day after receipt of the notice, and all subsequent renewals, extensions, modifications and amendments
with respect to, or substitutions for, all or any part of such Guaranteed Obligations. Nothing in this Section 10.08 shall
be deemed to constitute a waiver of, or eliminate, limit, reduce or otherwise impair any rights or remedies the Administrative
Agent or any Lender may have in respect of, any Default or Event of Default that shall exist under clause (n) of Article VII
hereof as a result of any such notice of termination.


 


SECTION 10.09       Taxes.
Each payment of the Guaranteed Obligations will be made by each Loan Guarantor without withholding for any Taxes, unless such
withholding is required by law. If any Loan Guarantor determines, in its sole discretion exercised in good faith, that it is so
required to withhold Taxes, then such Loan Guarantor may so withhold and shall timely pay the full amount of withheld Taxes to
the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable
by such Loan Guarantor shall be increased as necessary so that, net of such withholding (including such withholding applicable
to additional amounts payable under this Section), the Administrative Agent, Lender or Issuing Bank (as the case may be) receives
the amount it would have received had no such withholding been made.


 






    -124-


     


    

 


SECTION 10.10       Maximum
Liability. Notwithstanding any other provision of this Loan Guaranty, the amount guaranteed by each Loan Guarantor hereunder
shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548
of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act, Uniform
Voidable Transactions Act or similar statute or common law. In determining the limitations, if any, on the amount of any Loan
Guarantor's obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights
of subrogation, indemnification or contribution which such Loan Guarantor may have under this Loan Guaranty, any other agreement
or applicable law shall be taken into account.








 


SECTION 10.11       Contribution.


 


(a)           To
the extent that any Loan Guarantor shall make a payment under this Loan Guaranty (a "Guarantor Payment") which,
taking into account all other Guarantor Payments then previously or concurrently made by any other Loan Guarantor, exceeds the
amount which otherwise would have been paid by or attributable to such Loan Guarantor if each Loan Guarantor had paid the aggregate
Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion as such Loan Guarantor's "Allocable Amount"
(as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each
of the Loan Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment
in full in cash of the Guarantor Payment and the Payment in Full of the Guaranteed Obligations and the termination of this Agreement,
such Loan Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other
Loan Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior
to such Guarantor Payment.


 


(b)           As
of any date of determination, the "Allocable Amount" of any Loan Guarantor shall be equal to the excess of the fair
saleable value of the property of such Loan Guarantor over the total liabilities of such Loan Guarantor (including the maximum
amount reasonably expected to become due in respect of contingent liabilities, calculated, without duplication, assuming each
other Loan Guarantor that is also liable for such contingent liability pays its ratable share thereof), giving effect to all payments
made by other Loan Guarantors as of such date in a manner to maximize the amount of such contributions.


 


(c)          This
Section 10.11 is intended only to define the relative rights of the Loan Guarantors, and nothing set forth in this Section 10.11
is intended to or shall impair the obligations of the Loan Guarantors, jointly and severally, to pay any amounts as and when the
same shall become due and payable in accordance with the terms of this Loan Guaranty.


 


(d)          The
parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Loan Guarantor
or Loan Guarantors to which such contribution and indemnification is owing.


 


(e)          The
rights of the indemnifying Loan Guarantors against other Loan Guarantors under this Section 10.11 shall be exercisable upon
the Payment in Full of the Guaranteed Obligations and the termination of this Agreement.


 


SECTION 10.12       Liability
Cumulative. The liability of each Loan Party as a Loan Guarantor under this Article X is in addition to and shall
be cumulative with all liabilities of each Loan Party to the Administrative Agent, the Issuing Bank and the Lenders under this
Agreement and the other Loan Documents to which such Loan Party is a party or in respect of any obligations or liabilities of
the other Loan Parties, without any limitation as to amount, unless the instrument or agreement evidencing or creating such other
liability specifically provides to the contrary.


 


SECTION 10.13       Keepwell .
Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such
funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this
Guarantee in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable
under this Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations
under this Section 10.13 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance
or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified
ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap Obligations.
Each Qualified ECP Guarantor intends that this Section 10.13 constitute, and this Section 10.13 shall be deemed to constitute,
a "keepwell, support, or other agreement" for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of
the Commodity Exchange Act.


 






    -125-


     


    

 





ARTICLE XI


 


The Borrower Representative.


 


SECTION 11.01       Appointment;
Nature of Relationship. Haynes International, Inc. is hereby appointed by each of the Loan Parties as their
contractual representative (herein referred to as the "Borrower Representative") hereunder and under each other
Loan Document, and each of the Loan Parties irrevocably authorizes the Borrower Representative to act as the contractual representative
of such Loan Party with the rights and duties expressly set forth herein and in the other Loan Documents. The Borrower Representative
agrees to act as such contractual representative upon the express conditions contained in this Article XI. Additionally,
the Borrowers hereby appoint the Borrower Representative as their agent to receive all of the proceeds of the Loans in the Funding
Account(s), at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrower(s), provided
that, in the case of a Revolving Loan, such amount shall not exceed Availability. The Administrative Agent and the Lenders,
and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any Loan
Party for any action taken or omitted to be taken by the Borrower Representative or the Loan Parties pursuant to this Section 11.01.


 


SECTION 11.02       Powers.
The Borrower Representative shall have and may exercise such powers under the Loan Documents as are specifically delegated to
the Borrower Representative by the terms of each thereof, together with such powers as are reasonably incidental thereto. The
Borrower Representative shall have no implied duties to the Loan Parties, or any obligation to the Lenders to take any action
thereunder except any action specifically provided by the Loan Documents to be taken by the Borrower Representative.


 


SECTION 11.03       Employment
of Agents. The Borrower Representative may execute any of its duties as the Borrower Representative hereunder and under any
other Loan Document by or through authorized officers.


 


SECTION 11.04       Notices.
Each Loan Party shall immediately notify the Borrower Representative of the occurrence of any Default or Event of Default hereunder
referring to this Agreement describing such Default or Event of Default and stating that such notice is a "notice of default".
In the event that the Borrower Representative receives such a notice, the Borrower Representative shall give prompt notice thereof
to the Administrative Agent and the Lenders. Any notice provided to the Borrower Representative hereunder shall constitute notice
to each Loan Party on the date received by the Borrower Representative.


 


SECTION 11.05       Successor
Borrower Representative. Upon the prior written consent of the Administrative Agent, the Borrower Representative may
resign at any time, such resignation to be effective upon the appointment of a successor Borrower Representative. The Administrative
Agent shall give prompt written notice of such resignation to the Lenders.


 






    -126-


     


    

 


SECTION 11.06       Execution
of Loan Documents; Borrowing Base Certificate. The Loan Parties hereby empower and authorize the Borrower Representative,
on behalf of the Loan Parties, to execute and deliver to the Administrative Agent and the Lenders the Loan Documents and all related
agreements, certificates, documents, or instruments as shall be necessary or appropriate to effect the purposes of the Loan Documents,
including, without limitation, the Borrowing Base Certificates and the Compliance Certificates. Each Loan Party agrees that any
action taken by the Borrower Representative or the Loan Parties in accordance with the terms of this Agreement or the other Loan
Documents, and the exercise by the Borrower Representative of its powers set forth therein or herein, together with such other
powers that are reasonably incidental thereto, shall be binding upon all of the Loan Parties.


 





SECTION 11.07       Reporting.
Each Loan Party hereby agrees that such Borrower shall furnish promptly after each fiscal month to the Borrower Representative
a copy of its Borrowing Base Certificate and any other certificate or report required hereunder or requested by the Borrower Representative
on which the Borrower Representative shall rely to prepare the Borrowing Base Certificates and Compliance Certificate required
pursuant to the provisions of this Agreement.


 


(Signature Pages Follow)


 






    -127-


     


    













 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed and delivered by their respective authorized officers as of
the day and year first above written.


 


	 	BORROWER:
	 	 
	 	HAYNES
    INTERNATIONAL, INC.,
	 	a
    Delaware corporation
	 	 
	 	 
	 	By:
    	/s/
    Janice Gunst
	 	Name:
    	Janice
    Gunst
	 	Title:
    	Vice
    President, General Counsel & Corporate Secretary
	 	 
	 	 
	 	OTHER
    LOAN PARTIES:
	 	 
	 	LAPORTE
    CUSTOM METAL PROCESSING, LLC, a Delaware limited liability company
	 	 
	 	 
	 	 
	 	By:
    	/s/
    Janice Gunst
	 	Name:
    	Janice
    Gunst
	 	Title:
    	Vice
    President, General Counsel & Corporate Secretary





 


Signature Page to Credit Agreement






    


     


    

 


	 	ADMINISTRATIVE
    AGENT AND LENDERS:
	 	 
	 	JPMORGAN
    CHASE BANK, N.A., individually and as Administrative Agent, Issuing Bank and Swingline Lender
	 	 
	 	 
	 	By: 	/s/
    Christopher A. Salek
	 	Name: 	Christopher
    A. Salek
	 	Title: 	Authorized
    Officer


  


Signature Page to Credit Agreement






    


     


    

 


	 	BANK OF AMERICA, N.A., as
    a Lender
	 	 
	 	 
		By: 	/s/
    Todd Wellentin
		Name: 	Todd
    Wellentin
		Title: 	Senior
    Vice President






 


Signature Page to Credit Agreement






    


     


    

 


COMMITMENT SCHEDULE


 


	Lender
 
	 	Revolving
    

Commitment	 	 	Commitment	 
	JPMorgan Chase Bank, N.A.	 	$	55,000,000	 	 	$	55,000,000	 
	Bank of America, N.A.	 	$	45,000,000	 	 	$	45,000,000	 
	Total	 	$	100,000,000	 	 	$	100,000,000	 



 


Commitment Schedule






    


     


    




 





EXHIBIT A


 


ASSIGNMENT AND ASSUMPTION


 


This Assignment and
Assumption (the "Assignment and Assumption") is dated as of the Effective Date set forth below and is entered
into by and between [Insert name of Assignor] (the "Assignor") and [Insert name of Assignee]
(the "Assignee"). Capitalized terms used but not defined herein shall have the meanings given to them in the
Credit Agreement identified below (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"),
receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached
hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth
herein in full.


 


For an agreed consideration,
the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from
the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective
Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor's rights and obligations in its
capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent
related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor
under the respective facilities identified below (including any letters of credit, guarantees and swingline loans included in
such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action
and other rights of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or
in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice
claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant
to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being
referred to herein collectively as the "Assigned Interest"). Such sale and assignment is without recourse to
the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.


 	1.	Assignor:	 	 
	 	 
	2.	Assignee:	 	 
	 	 	[and is an Affiliate/Approved Fund of [identify Lender]1]
	 	 
	3.	Borrowers:	 	 
	 	 	 
	4.	Administrative Agent:	JPMorgan Chase Bank, N.A., as the administrative agent under the Credit Agreement
	 	 	 




	5.	Credit
    Agreement:	The
    Credit Agreement dated as of October 19, 2020 among Haynes International, Inc., the other Loan Parties party thereto,
    the Lenders parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents parties thereto



 





 



1 Select as applicable.








 






    Exhibit A – Page 1


     


    

 





6.            Assigned
Interest:


 


	Facility
    Assigned	 	Aggregate
    Amount of

    Commitment/Loans for 

    all Lenders	 	Amount
    of 

    Commitment/Loans

    Assigned	 	Percentage
    Assigned of

    Commitment/Loans	 
	 	 	$	 	$	 		%
	 	 	$	 	$	 		%
	 	 	$	 	$	 		%



 


Effective Date: _____________ ___,
20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]


 


The Assignee agrees to deliver to the
Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to
whom all syndicate-level information (which may contain material non-public information about Haynes Parent, the other Loan Parties
and their Related Parties or their respective securities) will be made available and who may receive such information in accordance
with the Assignee's compliance procedures and applicable laws, including Federal and state securities laws.


 


The terms set forth in this Assignment
and Assumption are hereby agreed to:








 


	 	ASSIGNOR
	 	 
		[NAME OF ASSIGNOR]
	 	 
	 	 
		By:	 
		Name:	 
		Title:	 
	 	 
	 	ASSIGNEE
	 	 
		[NAME OF ASSIGNEE]
	 	 
	 	 
		By:	         
		Name:	 
		Title:	 


 






    Exhibit A – Page 2


     


    










 





	[Consented to and] Accepted:	 
	 	 
	JPMORGAN CHASE BANK, N.A., as [Administrative Agent, Issuing Bank and Swingline Lender]	 
	 	 
	 	 
	By:	            	 
	Name:	 	 
	Title:	 	 
	 	 
	[Consented to:]	 
	 	 
	[NAME OF RELEVANT PARTY]	 
	 	 
	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 






    Exhibit A – Page 3


     


    











 


ANNEX 1

ASSIGNMENT AND ASSUMPTION


 


[__________________]


 


STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION


 


1.            Representations
and Warranties.


 


1.1          Assignor.
The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the
Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated
hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or
in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of any
Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, (iv) any requirements
under applicable law for the Assignee to become a lender under the Credit Agreement or to charge interest at the rate set forth
therein from time to time, or (v) the performance or observance by any Borrower, any of its Subsidiaries or Affiliates or
any other Person of any of their respective obligations under any Loan Document.


 


1.2.          Assignee.
The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary,
to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender
under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement and under applicable
law that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and
after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent
of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement,
together with copies of the most recent financial statements delivered pursuant to Section ___ thereof, as applicable, and
such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this
Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently
and without reliance on the Administrative Agent, any Arranger, the Assignor or any other Lender or any of their respective Related
Parties, and (v) attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to
the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently
and without reliance on the Administrative Agent, any Arranger, any Syndication Agent, Co-Documentation Agent, the Assignor or
any other Lender or any of their respective Related Parties, and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it
will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be
performed by it as a Lender.


 


2.            Payments.
From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including
payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective
Date and to the Assignee for amounts which have accrued from and after the Effective Date.


 






    	 	Exhibit A – Page 4	 



     


    

 


3.            General
Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together
shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the
Assignor by Electronic Signature or delivery of an executed counterpart of a signature
page of this Assignment and Assumption by any Approved Electronic Platform shall be effective as delivery of a manually executed
counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance
with, the law of the State of Illinois.


 




    	 	Exhibit A – Page 5	 



     


    

 


EXHIBIT C


 


BORROWING BASE CERTIFICATE


 


	
	BORROWING
    BASE REPORT
	 	Rpt
    #	 
	Obligor
    Number:	 	 	Date:	 
	Loan
    Number:	Period
    Covered:___________ to ____________
	 

        COLLATERAL
        CATEGORY

         
	 

        A/R
	 

        Inventory
	 

        Total Eligible Collateral

	Description	 	 	 
	1   Beginning
    Balance (Previous report - Line 8)	 	 
	2   Additions
    to Collateral (Gross Sales or Purchases)	 	 
	3   Other
    Additions (Add back any non-A/R cash in line 3)	 	 
	4   Deductions
    to Collateral (Cash Received)	 	 
	5   Deductions
    to Collateral (Discounts, other)	 	 
	6   Deductions
    to Collateral (Credit Memos, all)	 	 
	7   Other
    non-cash credits to A/R	 	 
	8   Total
    Ending Collateral Balance	 	 
	9   Less
    Ineligible - Past Due	 	 
	10  Less
    Ineligible  - Cross-age (___%) 	 	 
	11  Less
    Ineligible – Foreign	 	 
	12  Less
    Ineligible – Contra	 	 
	13  Less
    Ineligible - Other (attached schedule)	 	 
	14  Total
    Ineligibles - Accounts Receivable	 	 
	 	 	 
	15  Less
    Ineligible -- Inventory Slow-moving	 	 
	16  Less
    Ineligible -- Inventory Offsite not covered	 	 
	17  [reserved]	 	 
	18  Less
    Ineligible – Consigned	 	 
	19  Less
    Ineligible -- Other (attached schedule)	 	 
	20  Total
    Ineligible Inventory	 	 
	 	 	 
	21  Total
    Eligible Collateral	 	 
	22  Advance
    Rate Percentage	%	%
	23  Net
    Available - Borrowing Base Value	 	 
	24  Reserves
    (other)	 	 
	25  Total
    Borrowing Base Value	 	 
	25A
    Total Availability/CAPS	 	 
	26  Revolver
    Line	 	 	Total
    Revolver Line	 
	27  Maximum
    Borrowing Limit (Lesser of 25 or 26)*	 	 	Total
    Available	 
	27A
    Suppressed Availability	 	 	 
	                   LOAN
    STATUS	 	 	 
	28
    Previous Loan Balance (Previous Report Line 31)	 	 
	29
                                         Less: A. Net Collections (Same as line 4)

        B.
        Adjustments/Other _______________
	 	 
	30
                                         Add: A. Request for Funds

        B.
        Adjustments/Other _______________
	 	 
	31
    New Loan Balance	 	 
	32
    Letter of Credit/BA's outstanding	 	 
	33
    Availability Not Borrowed (Lines 27 less 31 & 32)	 	 
	35
    OVERALL EXPOSURE (lines 31 & 34)	 
	 
	Pursuant
                                         to, and in accordance with, the terms and provisions of that certain Credit Agreement
                                         dated as of October 19, 2020 (as it may be amended or modified from time to time,
                                         the "Agreement") among Haynes International, Inc., a Delaware corporation
                                         (together with any other Persons designated as a Borrower thereunder from time to time,
                                         collectively, the "Borrowers"), the other Loan Parties, the Lenders
                                         party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders,
                                         the Borrowers are executing and delivering to the Administrative Agent this Borrowing
                                         Base Report accompanied by supporting data (collectively referred to as the "Report").
                                         The Borrower Representative represents and warrants to the Administrative Agent that
                                         this Report is true and correct, and is based on information contained in each Borrower's
                                         financial accounting records. Borrower Representative, by the execution of this Report,
                                         hereby ratifies, confirms and affirms all of the terms, conditions and provisions of
                                         the Agreement, and certifies on this ___ day of ________________, 20__, that each Borrower
                                         is in compliance with the Agreement. Unless otherwise defined herein, capitalized terms
                                         used herein have the meanings ascribed thereto in the Agreement.

         

	BORROWER
                                         REPRESENTATIVE NAME:

         

         
	AUTHORIZED
    SIGNATURE:



 


    	 	Exhibit C – Page 1	 



     


    

 


EXHIBIT D


 


COMPLIANCE CERTIFICATE


 


		To:	The Lenders parties to the

Credit Agreement Described Below



 


This Compliance Certificate
is furnished pursuant to that certain Credit Agreement dated as of October 19, 2020 (as amended, modified, renewed or extended
from time to time, the "Agreement") among HAYNES INTERNATIONAL, INC., a Delaware corporation (together with
any other Persons designated as a Borrower thereunder from time to time, collectively, the "Borrowers"), the other
Loan Parties, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders. Unless otherwise
defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement.


 


THE UNDERSIGNED HEREBY
CERTIFIES, ON ITS BEHALF AND ON BEHALF OF THE BORROWERS, THAT:


 


1.            I
am the duly elected [__________] of the Borrower Representative;


 


2.            I
have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of
the transactions and conditions of Haynes Parent and its Subsidiaries during the accounting period covered by the attached financial
statements [for quarterly or monthly financial statements add: and such financial statements present fairly in all material
respects the financial condition and results of operations of the Borrowers and their consolidated Subsidiaries on a consolidated
basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes];


 


3.            The
examinations described in paragraph 2 did not disclose, except as set forth below, and I have no knowledge of (i) the existence
of any condition or event which constitutes a Default during or at the end of the accounting period covered by the attached financial
statements or as of the date of this Certificate or (ii) any change in GAAP or in the application thereof that has occurred
since the date of the audited financial statements referred to in Section 3.04 of the Agreement;


 


4.            I
hereby certify that no Loan Party has changed (i) its name, (ii) its chief executive office, (iii) principal place
of business, (iv) the type of entity it is or (v) its state of incorporation or organization without having given the
Administrative Agent the notice required by Section 4.15 of the Security Agreement;


 


5.            Schedule
I attached hereto sets forth financial data and computations evidencing the Borrowers' compliance with certain covenants of
the Agreement, all of which data and computations are true, complete and correct; and


 


6.            Schedule
II hereto sets forth [(i)] the computations necessary to determine the Applicable Rate commencing on the Business Day
this certificate is delivered [and (ii) the Category from the definition of Applicable Rate determined by the computations].


 


Described below are
the exceptions, if any, to paragraph 3 by listing, in detail, the (i) nature of the condition or event, the period during
which it has existed and the action which the Borrowers have taken, are taking, or propose to take with respect to each such condition
or event or (ii) the change in GAAP or the application thereof and the effect of such change on the attached financial statements:


 






    	 	Exhibit D – Page 1	 



     


    

 


	 	 
	 	 
	 	 



 


The foregoing certifications,
together with the computations set forth in Schedule I and Schedule II hereto and the financial statements delivered
with this Certificate in support hereof, are made and delivered this __ day of ________, ___.


 
	 	 
	 	 	 
	 	,
	 	as Borrower Representative
	 	 	 
	 	By:	                  
	 	Name:	 
	 	Title:	 


 



    	 	Exhibit D – Page 2	 



     


    

 


SCHEDULE I


 


Compliance as of _________, ____ with

Provisions of __ and ___ of the Agreement


 


[Schedule I must include detailed
calculation tables for all components of the financial covenant calculations.]


 




    	 	Exhibit D – Page 3	 



     


    

 


SCHEDULE II


 


Borrowers' Applicable Rate Calculation


 


		(i)	Computation: _____________



 


		(ii)	Category from Grid in Definition of Applicable Rate: ________________



 




    	 	Exhibit D – Page 4	 



     


    

 



 


EXHIBIT E


 


JOINDER AGREEMENT


 


THIS JOINDER AGREEMENT
(this "Agreement"), dated as of __________, ____, 20__, is entered into between ________________________________,
a _________________ (the "New Subsidiary") and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent
(the "Administrative Agent") under that certain Credit Agreement dated as of October 19, 2020 (as the same
may be amended, modified, extended or restated from time to time, the "Credit Agreement") among HAYNES INTERNATIONAL, INC.,
Delaware corporation (together with any other Persons designated as a Borrower thereunder from time to time, collectively, the
 "Borrowers"), the other Loan Parties party thereto, the Lenders party thereto and the Administrative Agent for
the Lenders. All capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit
Agreement.


 


The New Subsidiary
and the Administrative Agent, for the benefit of the Lenders, hereby agree as follows:


 


1.            The
New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will be deemed
to be a Loan Party under the Credit Agreement and a "Loan Guarantor" for all purposes of the Credit Agreement and shall
have all of the obligations of a Loan Party and a Loan Guarantor thereunder as if it had executed the Credit Agreement. The New
Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained
in the Credit Agreement, including without limitation (a) all of the representations and warranties of the Loan Parties set
forth in Article III of the Credit Agreement, *[and]* (b) all of the covenants set forth in Articles
V and VI of the Credit Agreement *[and (c) all of the guaranty obligations set forth in Article X of the Credit
Agreement. Without limiting the generality of the foregoing terms of this paragraph 1, the New Subsidiary, subject to the limitations
set forth in Sections 10.10 and 10.13 of the Credit Agreement, hereby guarantees, jointly and severally with the other Loan Guarantors,
to the Administrative Agent and the Lenders, as provided in Article X of the Credit Agreement, the prompt payment and performance
of the Guaranteed Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise)
strictly in accordance with the terms thereof and agrees that if any of the Guaranteed Obligations are not paid or performed in
full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the New Subsidiary will, jointly
and severally together with the other Loan Guarantors, promptly pay and perform the same, without any demand or notice whatsoever,
and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly
paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with
the terms of such extension or renewal.]* *[The New Subsidiary has delivered to the Administrative Agent an executed
Loan Guaranty.]*


 


2.            If
required, the New Subsidiary is, simultaneously with the execution of this Agreement, executing and delivering such Collateral
Documents (and such other documents and instruments) as requested by the Administrative Agent in accordance with the Credit Agreement.


 


3.            The
address of the New Subsidiary for purposes of Section 9.01 of the Credit Agreement is as follows:


 


		 	 	 
	 	 	 	 
	 	 	 	 



 






    Exhibit E – Page 5


     


    

 


4.            The
New Subsidiary hereby waives acceptance by the Administrative Agent and the Lenders of the guaranty by the New Subsidiary upon
the execution of this Agreement by the New Subsidiary.


 


5.            This
Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but
all of which shall constitute one and the same instrument.


 


6.            THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF ILLINOIS.


 






    Exhibit E – Page 6


     


    

 


IN WITNESS WHEREOF,
the New Subsidiary has caused this Agreement to be duly executed by its authorized officer, and the Administrative Agent, for the
benefit of the Lenders, has caused the same to be accepted by its authorized officer, as of the day and year first above written.


 


	 	[NEW SUBSIDIARY]  
	 
	 	By:	
	 	Name:	 	 
	 	Title:	
	 
	
	 	  Acknowledged and accepted:
	 
	
	 	  JPMORGAN CHASE BANK, N.A., as
	 	Administrative Agent
	 
	 	By:	 	 
	 	Name:	
	 	Title:	 	 	 	 	 	 	 	 	 	 






 






    Exhibit E – Page 7


     


    

 


EXHIBIT F-1


 


[FORM OF]

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby
made to the Credit Agreement dated as of October 19, 2020 (as amended, supplemented or otherwise modified from time to time,
the "Credit Agreement") among Haynes International, Inc., a Delaware corporation (together with any other
Persons designated as a Borrower thereunder from time to time, collectively, the "Borrowers"), the other Loan
Parties party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent for the
Lenders.


 


Pursuant to the provisions
of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial
owner of the Loan(s) (as well as any promissory note(s) evidencing such Loan(s)) in respect of which it is providing
this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is
not a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it
is not a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has
furnished the Administrative Agent and the Borrower Representative with a certificate of its non-U.S. Person status on IRS Form W-8BEN
or IRS Form W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information
provided on this certificate changes, the undersigned shall promptly so inform the Borrower Representative and the Administrative
Agent, and (2) the undersigned shall have at all times furnished the Borrower Representative and the Administrative Agent
with a properly completed and currently effective certificate prior to the first payment to be made to the undersigned, or in either
of the two calendar years preceding such payments.


 


Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


	 	[NAME OF LENDER]
	 
	 	By:	 	 	 	 	 	 	 	 	 
	 	Name:	 
	 	Title:	 
	 
	 	Date:  _____________, 20[____]






 






    Exhibit F-1


     


    

 


EXHIBIT F-2


 


[FORM OF]

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby
made to the Credit Agreement dated as of October 19, 2020 (as amended, supplemented or otherwise modified from time to time,
the "Credit Agreement") among Haynes International, Inc., a Delaware corporation (together with any other
Persons designated as a Borrower thereunder from time to time, collectively, the "Borrowers"), the other Loan
Parties party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent for the
Lenders.


 


Pursuant to the provisions
of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial
owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning
of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of any Borrower within the meaning
of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to any Borrower
as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has
furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E,
as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate
changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times
furnished such Lender with a properly completed and currently effective certificate prior to the first payment to be made to the
undersigned, or in either of the two calendar years preceding such payments.


 


Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


	 	[NAME OF PARTICIPANT]
	 
	 	By:	 	 	 	 	 	 	 	 	 
	 	Name:	 
	 	Title:	 
	 
	 	Date:  _____________, 20[____]


 






    Exhibit F-2


     


    

 


EXHIBIT F-3


 


[FORM OF]

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby
made to the Credit Agreement dated as of October 19, 2020 (as amended, supplemented or otherwise modified from time to time,
the "Credit Agreement") among Haynes International, Inc., a Delaware corporation, (together with any other
Persons designated as a Borrower thereunder from time to time, collectively, the "Borrowers"), the other Loan
Parties party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent for the
Lenders.


 


Pursuant to the provisions
of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the
participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole
beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct
or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its
trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members
is a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none
of its direct or indirect partners/members is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of
the Code.


 


The undersigned has
furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members
that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or
(ii) an IRS Form W-8IMY accompanied by a withholding statement together with an IRS Form W-8BEN or IRS Form W-8BEN-E,
as applicable, from each of such partner's/member's beneficial owners that is claiming the portfolio interest exemption. By executing
this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned
shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly
completed and currently effective certificate prior to the first payment to be made to the undersigned, or in either of the two
calendar years preceding such payments.


 


Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


	 	[NAME OF PARTICIPANT]
	 
	 	By:	 	 	 	 	 	 	 	 	 
	 	Name:	 
	 	Title:	 
	 
	 	Date:  _____________, 20[____]


 






    Exhibit F-3


     


    

 


EXHIBIT F-4


 


[FORM OF]

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby
made to the Credit Agreement dated as of October 19, 2020 (as amended, supplemented or otherwise modified from time to time,
the "Credit Agreement") among Haynes International, Inc., a Delaware corporation (together with any other
Persons designated as a Borrower thereunder from time to time, collectively, the "Borrowers"), the other Loan
Parties party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent for the
Lenders.


 


Pursuant to the provisions
of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the
Loan(s) (as well as any promissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate,
(ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any promissory
note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to the Credit Agreement or any
other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant
to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of
the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of any Borrower within the meaning
of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign
corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has
furnished the Administrative Agent and the Borrower Representative with IRS Form W-8IMY accompanied by one of the following
forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or
IRS Form W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E,
as applicable, from each of such partner's/member's beneficial owners that is claiming the portfolio interest exemption. By executing
this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned
shall promptly so inform the Borrower Representative and the Administrative Agent, and (2) the undersigned shall have at all
times furnished the Borrower Representative and the Administrative Agent with a properly completed and currently effective certificate
prior to the first payment to be made to the undersigned, or in either of the two calendar years preceding such payments.


 


Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


	 	[NAME OF LENDER]
	 
	 	By:	 	 	 	 	 	 	 	 	 
	 	Name:	 
	 	Title:	 
	 
	 	Date:  _____________, 20[____]


 






    Exhibit F-4