0000927946-02-000144 Sample Contracts

Contract
Monitoring Agreement • December 20th, 2002 • Haynes International Inc • Steel works, blast furnaces & rolling & finishing mills • New York

MONITORING AGREEMENT (this "Agreement"), dated as of October 1, 2002, among HAYNES HOLDINGS INC., a Delaware corporation ("HHI"), HAYNES INTERNATIONAL, INC., a Delaware corporation ("Opco"), and BLACKSTONE MANAGEMENT PARTNERS L.P., a Delaware limited partnership ("BMP").

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January 1, 2002 Mr. Francis J. Petro 2308 Executive Drive Kokomo, Indiana 46902 Dear Francis:
Employment Agreement • December 20th, 2002 • Haynes International Inc • Steel works, blast furnaces & rolling & finishing mills

Haynes International, Inc. (the "Company") previously entered into a legally binding letter agreement with you, dated January 9, 1999, regarding your employment relationship with the Company (the "Employment Letter"). The Employment Letter contemplated the subsequent execution of a definitive employment agreement on terms consistent with those of the Employment Letter, but we have never entered into that definitive employment agreement.

SEVERANCE AGREEMENT
Severance Agreement • December 20th, 2002 • Haynes International Inc • Steel works, blast furnaces & rolling & finishing mills • Indiana

THIS AGREEMENT is made and entered into as of the day of , 2002, by and between Haynes International, Inc. (the "Company"), a Delaware corporation having a place of business at 1020 W. Park Ave., Kokomo, IN 46904-9013, and the undersigned (the "Employee"), an officer of the Company.

AMENDMENT NO. 3 TO CREDIT AGREEMENT
Credit Agreement • December 20th, 2002 • Haynes International Inc • Steel works, blast furnaces & rolling & finishing mills • Illinois

AMENDMENT NO. 3 (the "Amendment") TO "CREDIT AGREEMENT" (as defined below), dated as of November 1, 2002, among Haynes International, Inc., a Delaware corporation (the "Borrower"), the financial institutions party to the Credit Agreement (the "Lenders"), and Fleet Capital Corporation, in its capacity as administrative agent for itself as a Lender and the other Lenders (the "Administrative Agent") under that certain Credit Agreement, dated as of November 22, 1999, by and among the Borrower, the Lenders and the Administrative Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"). Each capitalized term used herein and not otherwise defined herein shall have the meaning given to it in the Credit Agreement.

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