HEREBY
AMENDED BY DELETING "$100,000" AND REPLACING IT WITH "$1,000,000".
3.
REPRESENTATIONS AND WARRANTIES.
EACH BORROWER HEREBY REPRESENTS AND
WARRANTS TO AGENT AND LENDERS THE FOLLOWING (WHICH SHALL SURVIVE THE EXECUTION
AND DELIVERY OF THIS AMENDMENT NO. 5), THE TRUTH AND ACCURACY OF WHICH ON THE
DATE HEREOF ARE A CONTINUING CONDITION OF THE MAKING OF LOANS AND PROVIDING
LETTER OF CREDIT ACCOMMODATIONS TO BORROWERS:
3.1
THIS AMENDMENT NO. 5 HAS BEEN DULY AUTHORIZED, EXECUTED AND DELIVERED
BY IT, AND HAS BEEN AUTHORIZED BY ALL NECESSARY ACTION ON THE PART OF SUCH
BORROWER WHICH IS A PARTY HERETO (AND, IF NECESSARY, THEIR RESPECTIVE
STOCKHOLDERS) AND EACH SUCH AGREEMENT IS IN FULL FORCE AND EFFECT AS OF THE DATE
HEREOF, AND THE AGREEMENTS AND OBLIGATIONS OF HAYNES PARENT AND HAYNES WIRE, AS
THE CASE MAY BE, CONTAINED HEREIN, CONSTITUTE THE LEGAL, VALID AND BINDING
OBLIGATIONS OF SUCH BORROWER, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS
TERMS, EXCEPT AS SUCH ENFORCEABILITY MAY BE LIMITED BY ANY APPLICABLE
BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR SIMILAR LAWS AFFECTING
CREDITORS' RIGHTS GENERALLY AND BY GENERAL PRINCIPLES OF EQUITY.
3.2
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AMENDMENT NO. 5 (A) ARE
ALL WITHIN THE CORPORATE POWERS OF HAYNES PARENT AND HAYNES WIRE AND (B) ARE NOT
IN CONTRAVENTION OF LAW OR THE TERMS OF SUCH BORROWER'S CERTIFICATE OF
INCORPORATION, BY-LAWS, OR OTHER ORGANIZATIONAL DOCUMENTATION, OR ANY INDENTURE,
AGREEMENT OR UNDERTAKING TO WHICH SUCH BORROWER IS A PARTY OR BY WHICH SUCH
BORROWER OR ITS PROPERTY ARE BOUND.
3.3
AFTER GIVING EFFECT TO THIS AMENDMENT NO. 5, NO DEFAULT OR EVENT OF
DEFAULT EXISTS OR HAS OCCURRED AND IS CONTINUING.
4.
CONDITIONS PRECEDENT.
THE AMENDMENTS CONTAINED HEREIN SHALL ONLY BE
EFFECTIVE UPON THE RECEIPT BY AGENT OF EACH OF THE FOLLOWING, IN EACH CASE IN
FORM AND SUBSTANCE REASONABLY SATISFACTORY TO AGENT:
4.1
AN EXECUTED ORIGINAL OR EXECUTED ORIGINAL COUNTERPARTS OF THIS
AMENDMENT NO. 5 (AS THE CASE MAY BE), DULY AUTHORIZED, EXECUTED AND DELIVERED BY
THE RESPECTIVE PARTY OR PARTIES HERETO;
4.2
A TRUE AND CORRECT COPY OF ANY CONSENT, WAIVER OR APPROVAL (IF ANY) TO
OR OF THIS AMENDMENT NO. 5, WHICH ANY BORROWER IS REQUIRED TO OBTAIN FROM ANY
OTHER PERSON; AND
4.3
SUCH APPROVALS OF LENDERS, IN FORM AND SUBSTANCE SATISFACTORY TO AGENT,
TO THE TERMS AND CONDITIONS OF THIS AMENDMENT NO. 5 AS ARE REQUIRED UNDER THE
TERMS OF THE LOAN AGREEMENT.
5.
PROVISIONS OF GENERAL APPLICATION.
3
5.1
EFFECT OF THIS AMENDMENT.
EXCEPT AS EXPRESSLY AMENDED PURSUANT HERETO,
NO OTHER CHANGES OR MODIFICATIONS TO THE FINANCING AGREEMENTS ARE INTENDED OR
IMPLIED AND, IN ALL OTHER RESPECTS, THE FINANCING AGREEMENTS ARE HEREBY
SPECIFICALLY RATIFIED, RESTATED AND CONFIRMED BY ALL PARTIES HERETO AS OF THE
EFFECTIVE DATE HEREOF.
TO THE EXTENT THAT ANY PROVISION OF THE LOAN AGREEMENT
OR ANY OF THE OTHER FINANCING AGREEMENTS ARE INCONSISTENT WITH THE PROVISIONS OF
THIS AMENDMENT NO. 5, THE PROVISIONS OF THIS AMENDMENT NO. 5 SHALL CONTROL.
THE
LOAN AGREEMENT AND THIS AMENDMENT NO. 5