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, Excess 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 Borrower or any
Subsidiary located on the premises of such Borrower 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
Borrower or any Subsidiary of any Borrower and the precautionary UCC financing
statement filings in respect thereof;
(j)
judgments and other similar liens arising in connection with
court proceedings that do not constitute an Event of Default; provided, that,
(i) such liens are being contested in good faith and by appropriate proceedings
diligently pursued, (ii) adequate reserves or other appropriate provision, if
any, as are required by GAAP have been made therefor, (iii) a stay of
enforcement of any such liens is in effect;
87
(K)
THE SECURITY INTERESTS AND LIENS ON ASSETS OF ANY FOREIGN
SUBSIDIARY TO SECURE INDEBTEDNESS OF SUCH SUBSIDIARY PERMITTED UNDER SECTION 9.9
HEREOF;
(L)
INTENTIONALLY DELETED;
(M)
SECURITY INTERESTS AND LIENS GRANTED BY ANY BORROWER 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 BORROWER, SUCH SECURITY INTERESTS AND LIENS ARE
SUBORDINATE TO THE SECURITY INTERESTS AND LIENS OF AGENT AND ARE OTHERWISE
PERMITTED UNDER ANY OTHER AGREEMENT TO WHICH SUCH BORROWER OR SUBSIDIARY IS A
PARTY OR BY WHICH ITS ASSETS OR PROPERTIES ARE BOUND;
(N)
THE SECURITY INTERESTS IN AND LIENS UPON THE TIMET
COLLATERAL TO SECURE THE TIMET OBLIGATIONS GRANTED BY HAYNES PARENT TO TIMET
PURSUANT TO THE TIMET SECURITY AGREEMENT AS IN EFFECT ON THE TIMET CLOSING DATE;
(O)
THE SECURITY INTERESTS AND LIENS SET FORTH ON SCHEDULE 8.4
TO THE INFORMATION CERTIFICATE.
9.9
INDEBTEDNESS.
EACH BORROWER SHALL NOT, AND SHALL NOT PERMIT ANY
SUBSIDIARY TO, INCUR, CREATE, ASSUME, BECOME OR BE LIABLE IN ANY MANNER WITH
RESPECT TO, OR PERMIT TO EXIST, ANY INDEBTEDNESS, OR GUARANTEE, ASSUME, ENDORSE,
OR OTHERWISE BECOME RESPONSIBLE FOR (DIRECTLY OR INDIRECTLY), THE INDEBTEDNESS,
PERFORMANCE, OBLIGATIONS OR DIVIDENDS OF ANY OTHER PERSON, EXCEPT:
(A)
THE OBLIGATIONS;
(B)
PURCHASE MONEY INDEBTEDNESS (INCLUDING PURCHASE MONEY
CAPITAL LEASES) ARISING AFTER THE DATE HEREOF TO THE EXTENT SECURED BY PURCHASE
MONEY SECURITY INTERESTS IN EQUIPMENT (INCLUDING CAPITAL LEASES) AND PURCHASE
MONEY MORTGAGES ON REAL PROPERTY NOT TO EXCEED $1,500,000 IN THE AGGREGATE AT
ANY TIME OUTSTANDING SO LONG AS SUCH SECURITY INTERESTS AND MORTGAGES DO NOT
APPLY TO ANY PROPERTY OF SUCH BORROWER OR SUBSIDIARY OTHER THAN THE EQUIPMENT OR
REAL PROPERTY SO ACQUIRED, AND THE INDEBTEDNESS SECURED THEREBY DOES NOT EXCEED