EXHIBIT 10.26
[Execution]
AMENDMENT NO. 5
TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
AMENDMENT NO. 5 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of
February 2, 2006, by and among Haynes International, Inc., a Delaware
corporation ("Haynes Parent"), Haynes Wire Company, a Delaware corporation
("Haynes Wire" and together with Haynes Parent, each individually, a "Borrower"
and collectively, "Borrowers"), the parties from time to time to the Loan
Agreement (as hereinafter defined) as lenders (each individually, a "Lender" and
collectively, "Lenders") and Wachovia Capital Finance Corporation (Central), an
Illinois corporation, in its capacity as agent for Lenders pursuant to the Loan
Agreement (in such capacity, "Agent").
W I T N E S S E T H
WHEREAS, Borrowers have entered into financing arrangements with Agent and
Lenders pursuant to which Lenders (or Agent on behalf of Lenders) have made and
may make loans and advances and provide other financial accommodations to
Borrowers as set forth in, and subject to the terms and conditions of, the
Amended and Restated Loan and Security Agreement, dated August 31, 2004, by and
among Agent, Lenders, JPMorgan Chase Bank N.A., successor by merger to Bank One,
NA, in its capacity as documentation agent for Lenders, and Haynes Parent, as
amended by Amendment No. 1 to Amended and Restated Loan and Security Agreement
dated November 5, 2004, Amendment No. 2 to Amended and Restated Loan and
Security Agreement dated as of January 27, 2005, Amendment No. 3 to Amended and
Restated Loan and Security Agreement dated May 1, 2005 and Amendment No. 4 to
Amended and Restated Loan and Security Agreement dated August 31, 2005 (as
amended and supplemented hereby and as the same may hereafter be further
amended, modified, supplemented, extended, renewed, restated or replaced, the
"Loan Agreement") and the other Financing Agreements (as defined therein); and
WHEREAS, Borrowers, Agent and Lenders have agreed to certain amendments to the
Loan Agreement, subject to the terms and conditions herein; and
WHEREAS, by this Amendment No. 5, Borrowers, Agent and Lenders desire and intend
to evidence such consents and amendments;
NOW, THEREFORE, in consideration of the foregoing, the mutual conditions and
agreements and covenants set forth herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1.
DEFINITIONS.
1.1
THE TERM "FINANCING AGREEMENTS" AS USED IN THE LOAN AGREEMENT AND IN
THE OTHER FINANCING AGREEMENTS SHALL BE DEEMED AND EACH SUCH REFERENCE IS HEREBY
AMENDED TO INCLUDE, IN ADDITION AND NOT IN LIMITATION, THIS AMENDMENT NO. 5, AS
THE SAME NOW EXISTS OR MAY HEREAFTER BE AMENDED, MODIFIED, SUPPLEMENTED,
EXTENDED, RENEWED, RESTATED OR REPLACED.
1.2
INTERPRETATION.
FOR PURPOSES OF THIS AMENDMENT NO. 5, UNLESS OTHERWISE
DEFINED OR AMENDED HEREIN, INCLUDING, BUT NOT LIMITED TO, THOSE TERMS USED
AND/OR DEFINED IN THE RECITALS HERETO, ALL TERMS USED HEREIN SHALL HAVE THE
RESPECTIVE MEANINGS ASSIGNED TO SUCH TERMS IN THE LOAN AGREEMENT.
2.
LOANS, INVESTMENTS, ETC.
SECTION 9.10(D) OF THE LOAN AGREEMENT IS