Additional Definitions

Additional Definitions. Section 1.1 of the Intercreditor Agreement is amended to add, in addition to and not in limitation thereof, the following new definitions in the appropriate alphabetical order: "Borrowing Base" has the meaning set forth in the First Lien Credit Agreement (as in effect on the First Amendment Effective Date). "First Amendment Effective Date" means July 20, 2023.

Additional Definitions. The following definitions are hereby added to Section 1.1 of the Credit Agreement in proper alphabetical order to read as follows: "Third Amendment" means the Third Amendment to Credit Agreement by and among Borrowers, Lenders and Administrative Agent dated September 9, 2003. "Third Amendment Effective Date" means the date on which the conditions set forth in Paragraph 9 of the Third Amendment have been satisfied.

Additional Definitions. The following additional definitions are added to Section 1.1 of the Credit Agreement to read in their entirety as follows: "First Amendment" means First Amendment to Amended and Restated Credit Agreement by and among Borrowers, Lenders and Administrative Agent dated November 30, 2006. "First Amendment Effective Date" means the date on which the conditions set forth in Section 5 of the First Amendment have been satisfied.

Additional Definitions. The following additional definitions are added to Section 1.1 of the Credit Agreement to read in their entireties as follows:

Additional Definitions. As of the Seventh Amendment Effective Date, the following additional definitions are added to Section 1.1 of the Credit Agreement to read in their entireties as follows: "Seventh Amendment" means that certain Amendment No. 7 to Amended and Restated Credit Agreement, by and among Borrowers, Lenders, and Administrative Agent, dated July 31, 2012. "Seventh Amendment Documents" means, collectively, the Seventh Amendment and each other document, instrument, certificate and agreement executed... and delivered by any Borrower, any Subsidiary, any Guarantor, or their counsel in connection with the Seventh Amendment or otherwise referred to therein or contemplated thereby, all as they may be amended, restated or otherwise modified. "Seventh Amendment Effective Date" means the date on which the conditions set forth in Section 4 of the Seventh Amendment have been satisfied. View More

Additional Definitions. As used herein, the following terms shall have the meanings given to them below, and the Loan Agreement and the other Financing Agreements are hereby amended to include, in addition and not in limitation, the following definitions: (a) "Amendment No. 7 Post-Closing Letter" shall mean the letter agreement with respect to certain post-closing items, dated as of February 26, 2005, by and among Agent, Borrowers and Guarantors. (b) "Amendment No. 8" shall mean Amendment No. 8 to Loan and Security... Agreement by and among Agent, Lenders, Borrowers and Guarantors, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced. View More

Additional Definitions. As used herein, the following terms shall have the respective meanings given to them below, and the other Financing Agreements shall be deemed and are hereby amended to include, in addition and not in limitation, each of the following definitions: (a) "Amendment No. 6" shall mean this Amendment No. 6 to Amended and Restated Loan and Security Agreement by and among Borrowers, Agent and Lenders, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed,... restated or replaced. (b) "4-High Facility" shall mean, collectively, the Mill and the Real Estate, in each case, as defined in the Timet Security Agreement as in effect on the date hereof. (c) "4-High Intellectual Property" shall mean the Intellectual Property, as defined in the Timet Security Agreement as in effect on the date hereof. (d) "Timet" shall mean Titanium Metals Corporation, a Delaware corporation, and its successors and assigns. (e) "Timet Collateral" shall mean, collectively, the Mill, the Contract Rights, the Equipment, the Intellectual Property for Titanium Conversion Services, or any Proceeds thereof to the extent subject to the security interest and lien of Timet under the Timet Security Agreement as in effect on the date hereof. Each of the capitalized terms used in this definition of the term "Timet Collateral" shall have the meanings assigned thereto in the Timet Security Agreement as in effect on the date hereof. (f) "Timet Conversion Agreement" shall mean the Conversion Services Agreement, dated on or about the date hereof, by and between Haynes Parent and Timet, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced. (g) "Timet Documents" shall mean, collectively, the Timet Conversion Agreement, the Timet Security Agreement, the Timet Option Note and all agreements, documents or instruments at any time executed and/or delivered by Borrowers or any other Person with, to or in favor of Timet in connection therewith or related thereto, as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced. (h) "Timet Debt" shall mean, collectively, (i) any outstanding principal balance under the Timet Option Note and any accrued and unpaid interest thereon, if any; (ii) the entire unearned portion of the Timet Fee; (iii) the amount of any Liquidated Damages (as defined in the Timet Conversion Agreement as in effect on the date hereof); (iv) the amount of any 3 Termination Fee (as defined in the Timet Conversion Agreement as in effect on the date hereof); (v) the amount of any Non-Compete Amendment Fee (as defined in the Timet Conversion Agreement as in effect on the date hereof); and (vi) any amounts owed by Haynes Parent under Section 5.1 of the Timet Conversion Agreement as in effect on the date hereof. (i) "Timet Fee" shall mean the amount of $50,000,000 payable by Timet to Haynes Parent in accordance with Section 2(c) of the Timet Security Agreement as in effect on the date hereof as consideration for (i) the capacity reservations and commitments described in Section 2(a) of the Timet Security Agreement and the Timet Conversion Agreement, (ii) the termination of the standstill provisions as described in Section 2(b) of the Timet Security Agreement and (iii) the option to order additional services granted to Timet pursuant to Section 2.1(b) of the Timet Conversion Agreement. (j) "Timet Obligations" shall mean the Timet Debt together with Haynes Parent's obligations under the Timet Documents as in effect on the date hereof. (k) "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 attached hereto as Exhibit A and as the same may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced. (l) "Timet Security Agreement" shall mean the Access and Security Agreement, dated on or about the date hereof, by and between Haynes Parent and Timet, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced. View More

Additional Definitions. As used herein, the following terms shall have the meanings given to them below, and the Loan Agreement is hereby amended to include the following definitions: (a) "Amendment No. 2" shall mean Amendment No. 2 to Amended and Restated Loan and Security Agreement by and among Borrowers, Agent and Lenders, as it now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced. (b) "Revolving Loan Limit" shall mean the amount equal to: (i) the Maximum Credit... minus (ii) the then outstanding aggregate principal amount of the Equipment Purchase Loans. (c) "Revolving Loans" shall mean the loans now or hereafter made by or on behalf of any Lender or by Agent for the account of any Lender, on a revolving basis pursuant to the Credit Facility (including advances, repayments and readvances), as set forth in Section 2.1(a) hereof. View More

Additional Definitions. As used herein, the following terms shall have the meanings given to them below, and the Loan Agreement is hereby amended to include the following definitions: (a) "Amendment No. 1" shall mean Amendment No. 1 to Amended and Restated Loan and Security Agreement by and among Haynes Parent, Haynes Wire, Agent and Lenders, as it now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced. (b) "Branford Purchase Agreement" shall mean... the Asset Purchase Agreement, dated as of October 28, 2004, by and among Haynes Wire, Sellers and Richard Harcke, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced. (c) "Branford Purchased Assets" shall mean, collectively, the "Acquired Assets", as such term is defined in the Branford Purchase Agreement as in effect on the date hereof. (d) "Branford Purchase Documents" shall mean, collectively, the following (as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced): (i) the Branford Purchase Agreement, (ii) all bills of sale, deeds, and such instruments of transfer as are referred to therein, and (iii) all side letters with respect thereto and all other agreements, documents and instruments executed and/or delivered by Sellers, Richard Harcke or Borrowers in connection therewith; PROVIDED, THAT, the term "Branford Purchase Documents" shall not include this Amendment No. 1 or any of the other Financing Agreements. (e) "Haynes Parent" shall mean Haynes International, Inc., a Delaware corporation, and its successors and assigns. (f) "Haynes Parent Borrowing Base" shall mean, at any time, the amount equal to: (i) eighty-five (85%) percent of the Eligible Accounts of Haynes Parent, plus (ii) the lesser of: (A) the sum of (1) the Kokomo Facility Inventory Availability, plus (2) the Arcadia Facility Inventory Availability, plus (3) the Service Center Inventory Availability or (B) the Inventory Loan Limit applicable to Haynes Parent, plus (iii) Haynes Parent Fixed Asset Availability, less (iv) Reserves attributable to Haynes Parent. 2 For purposes only of applying the Inventory Loan Limit as to Haynes Parent, Agent may treat the then undrawn amounts of outstanding Letter of Credit Accommodations issued for the purpose of purchasing Eligible Inventory of Haynes Parent as Loans to Haynes Parent to the extent Agent is in effect basing the issuance of the Letter of Credit Accommodations on the Value of the Eligible Inventory of Haynes Parent being purchased with such Letter of Credit Accommodations. In determining the actual amounts of such Letter of Credit Accommodations to be so treated for purposes of the sublimit, the outstanding Loans and Reserves shall be attributed first to any components of the lending formulas set forth above that are not subject to such sublimit, before being attributed to the components of the lending formulas subject to such sublimit. The amounts of Eligible Inventory of Haynes Parent shall, at Agent's option, be determined based on the lesser of the amount of Inventory set forth in the general ledger of Haynes Parent or the perpetual inventory record maintained by Haynes Parent. (g) "Haynes Parent Excess Availability" shall mean at any time and without duplication, the sum of: (i) the amount calculated at such time equal to: (A) the lesser of: (1) the Haynes Parent Borrowing Base and (2) the Maximum Credit minus the then outstanding Loans to Haynes Wire (in each case under (1) or (2) after giving effect to any applicable Reserves), minus (B) the sum of: (1) the amount of the then outstanding and unpaid principal amount of the Loans to Haynes Parent (other than Equipment Purchase Loans) and the undrawn amount of Letter of Credit Accommodations issued on behalf or for the benefit of Haynes Parent, plus (2) the aggregate amount of all payables or other obligations of Haynes Parent outstanding more than forty-five (45) days after the due date therefor as of such time (and for this purpose the due date for payables incurred prior to the commencement of the Chapter 11 Case (or during the course thereof) will be the date for payment of such payables as established pursuant to the Plan and the claims administration process provided for in the Chapter 11 Case and as to those payables or other obligations that are subject to a dispute or are not otherwise allowed, prior to the establishment of the due date for such payables or other obligations pursuant to the Plan and the claims administration process, such payables and other obligations shall not be deemed outstanding more than forty-five (45) days after the due date therefor for purposes of this definition), plus (3) the amount of checks issued by Haynes Parent to pay payables and other obligations which are more than such number of days past due, but not yet sent (without duplication of amounts included in clause (i)(B)(2) herein); plus (ii) the amount calculated at such time equal to the total amount available for Utilisation (as such term is defined in the UK Financing Agreements), subject to the limitations contained in Sections 5.3 and 5.5 of the Facility Agreement referred to in the definition of the UK Financing Agreements, after giving effect to all then outstanding Utilisations and net of the aggregate of all Past Due Payables (as such term is defined in the UK Financing Agreements). (h) "Haynes Parent Fixed Asset Availability" shall mean $15,949,276; PROVIDED, THAT, effective on the first day of each month after the date hereof the Haynes Parent Fixed Asset Availability shall be reduced by the amount equal to $231,681 on the first day of each such month. 3 (i) "Haynes Wire" shall mean Haynes Wire Company, a Delaware corporation, and its successors and assigns. (j) "Haynes Wire Borrowing Base" shall mean, at any time, the amount equal to: (i) eighty-five (85%) percent of the Eligible Accounts of Haynes Wire, plus (ii) the lesser of: (A) sixty (60%) percent multiplied by the Value of the Eligible Inventory of Haynes Wire, (B) eighty-five (85%) percent of the Net Recovery Percentage of Eligible Inventory of Haynes Wire or (C)the Inventory Loan Limit applicable to Haynes Wire, plus (iii) the Haynes Wire Fixed Asset Availability, less (iv) Reserves attributable to Haynes Wire. For purposes only of applying the Inventory Loan Limit as to Haynes Wire, Agent may treat the then undrawn amounts of outstanding Letter of Credit Accommodations issued for the purpose of purchasing Eligible Inventory of Haynes Wire as Loans to Haynes Wire to the extent Agent is in effect basing the issuance of the Letter of Credit Accommodations on the Value of the Eligible Inventory of Haynes Wire being purchased with such Letter of Credit Accommodations. In determining the actual amounts of such Letter of Credit Accommodations to be so treated for purposes of the sublimit, the outstanding Loans and Reserves shall be attributed first to any components of the lending formulas set forth above that are not subject to such sublimit, before being attributed to the components of the lending formulas subject to such sublimit. The amounts of Eligible Inventory of Haynes Wire shall, at Agent's option, be determined based on the lesser of the amount of Inventory set forth in the general ledger of Haynes Wire or the perpetual inventory record maintained by Haynes Wire. (k) "Haynes Wire Excess Availability" shall mean at any time and without duplication, the amount calculated at such time equal to: (i) the lesser of: (A) the Haynes Wire Borrowing Base and (B) the amount equal to the Maximum Credit minus the then outstanding Loans to Haynes Parent (in each case under (A) or (B) after giving effect to any applicable Reserves), minus (ii) the sum of: (A) the amount of the then outstanding and unpaid principal amount of the Loans to Haynes Wire (other than Equipment Purchase Loans) and the undrawn amount of Letter of Credit Accommodations issued on behalf or for the benefit of Haynes Wire, plus (B) the aggregate amount of all payables or other obligations of Haynes Wire outstanding more than forty-five (45) days after the due date therefor as of such time, plus (C) the amount of checks issued by Haynes Wire to pay payables and other obligations which are more than such number of days past due, but not yet sent (without duplication of amounts included in clause (i)(B)(2) herein). (l) "Haynes Wire Fixed Asset Availability" shall mean shall mean $2,165,000; PROVIDED, THAT, effective on the first day of each month after December 31, 2004 the Haynes Wire 4 Fixed Asset Availability shall be reduced by the amount equal to $30,069 on the first day of each such month. (m) "Sellers" shall mean, collectively, the following (together with their respective successors and assigns): (i) Branford Wire and Manufacturing Company, a Connecticut corporation and (ii) Carolina Industries, Inc., a Connecticut corporation; sometimes being referred to herein individually as a "Seller". View More

Additional Definitions. As used herein, the following terms will have the respective meanings given to them below: (i) "Existing Default" means an Event of Default under Section 8.2(a) of the Credit Agreement as a result of Borrower's failure to consummate one or more Strategic Transactions by the Milestone Date resulting in Net Proceeds of at least $100,000,000 as required by Section 5.20(a) of the Credit Agreement.