as Rights Agent RIGHTS AGREEMENT Dated as of August 13, 2006Rights Agreement • January 25th, 2007 • Haynes International Inc • Steel works, blast furnaces & rolling & finishing mills • Delaware
RIGHTS AGREEMENT, dated as of August 13, 2006 (this “Agreement”) between Haynes International, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, N.A., as rights agent (the “Rights Agent”).
FORM OF DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • January 25th, 2007 • Haynes International Inc • Steel works, blast furnaces & rolling & finishing mills • Delaware
This Director Indemnification Agreement (this “Agreement”), dated as of this day of August, 2006, is made by and between Haynes International, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
ContractConversion Services Agreement • January 25th, 2007 • Haynes International Inc • Steel works, blast furnaces & rolling & finishing mills • Delaware
Portions of this Exhibit 10.22 have been omitted based upon a request for confidential treatment. This Exhibit 10.22, including the non-public information, has been filed separately with the Securities and Exchange Commission. “[*]” designates portions of this document that have been redacted pursuant to the request for confidential treatment filed with the Securities and Exchange Commission.
FORM OF TERMINATION BENEFITS AGREEMENTTermination Benefits Agreement • January 25th, 2007 • Haynes International Inc • Steel works, blast furnaces & rolling & finishing mills • Indiana
THIS TERMINATION BENEFITS AGREEMENT (“AGREEMENT”) is executed as of the date set forth below to be effective as of ___________ (the “EFFECTIVE DATE”) (defined below) by and between Haynes International, Inc., a Delaware corporation (the “COMPANY”), and ____________, an individual residing in the State of Indiana (the “EMPLOYEE”).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and among HAYNES INTERNATIONAL, INC., as Borrower and CONGRESS FINANCIAL CORPORATION (CENTRAL), as Agent BANK ONE, NA as Documentation Agent and THE LENDERS FROM TIME TO TIME PARTY HERETO as Lenders...Loan and Security Agreement • January 25th, 2007 • Haynes International Inc • Steel works, blast furnaces & rolling & finishing mills • Illinois
This Amended and Restated Loan and Security Agreement (this “Agreement” as hereinafter further defined), dated August 31, 2004, is entered into by and among Haynes International, Inc., a Delaware corporation (“Borrower” as hereinafter further defined), the parties hereto from time to time as lenders, whether by execution of this Agreement or an Assignment and Acceptance (each individually, a “Lender” and collectively, “Lenders” as hereinafter further defined), Bank One, NA, a national banking association, in its capacity as documentation agent (in such capacity, “Documentation Agent” as hereinafter further defined), and Congress Financial Corporation (Central), an Illinois corporation, in its capacity as agent for Lenders (in such capacity, “Agent” as hereinafter further defined).
FORM OF HAYNES INTERNATIONAL, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • January 25th, 2007 • Haynes International Inc • Steel works, blast furnaces & rolling & finishing mills
The Compensation Committee of the Board of Directors of Haynes International, Inc. (the “Company”) on , 20 (“Date of Grant”) has granted you an option (the “Option”) to purchase Shares of the Company’s Common Stock, $0.001 par value, pursuant to the Haynes International, Inc. 2007 Stock Option Plan, dated as of January 18, 2007 (the “Plan”), upon the following terms and conditions of this Nonqualified Stock Option Agreement (“Agreement”):
AMENDMENT NO. 5 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 25th, 2007 • Haynes International Inc • Steel works, blast furnaces & rolling & finishing mills • Illinois
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”).
AMENDMENT NO. 4 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 25th, 2007 • Haynes International Inc • Steel works, blast furnaces & rolling & finishing mills • Illinois
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 and Amendment No. 3 to Amended and Restated Loan and Security Agreement dated May 1, 2005 (as amended and supplemented hereby and as the same may hereafter be further amended, modified, supplemented, extended, renewed, restated or replaced, the “Loan Agreem
CONSULTING, NON-COMPETITION AND CONFIDENTIALITY AGREEMENTConsulting, Non-Competition and Confidentiality Agreement • January 25th, 2007 • Haynes International Inc • Steel works, blast furnaces & rolling & finishing mills • Indiana
This Consulting, Non-Competition and Confidentiality Agreement (the “AGREEMENT”) is made as of the 5th day of November 2004 (the “EFFECTIVE DATE”), by and between Richard Harcke (“HARCKE”) and Haynes Wire Company, a Delaware corporation (“BUYER”).
HAYNES INTERNATIONAL, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • January 25th, 2007 • Haynes International Inc • Steel works, blast furnaces & rolling & finishing mills
You are hereby granted an option (the “Option”) to purchase 200,000 Shares of Haynes International, Inc. (the “Company”) pursuant to the Haynes International, Inc. Stock Option Plan, dated as of August 31, 2004 (the “Plan”), upon the following terms and conditions of this Nonqualified Stock Option Agreement (“Agreement”):
HAYNES INTERNATIONAL, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • January 25th, 2007 • Haynes International Inc • Steel works, blast furnaces & rolling & finishing mills
You are hereby granted an option (the “Option”) to purchase Shares of Haynes International, Inc. pursuant to the Haynes International, Inc. (the “Company”) Stock Option Plan, dated as of August 31, 2004 (the “Plan”), upon the following terms and conditions of this Nonqualified Stock Option Agreement (“Agreement”):
AMENDMENT NUMBER ONE TO THE PLAN AGREEMENTPlan Agreement • January 25th, 2007 • Haynes International Inc • Steel works, blast furnaces & rolling & finishing mills • Indiana
THIS AMENDMENT NUMBER ONE TO PLAN AGREEMENT (“AMENDMENT”) is made and entered into, as of this 30th day of August, 2004 (the “EFFECTIVE DATE”), by and between Haynes International, Inc. (the “COMPANY”) and Francis J. Petro (the “PARTICIPANT”).
AMENDMENT NUMBER ONE TO THE MASTER TRUST AGREEMENTMaster Trust Agreement • January 25th, 2007 • Haynes International Inc • Steel works, blast furnaces & rolling & finishing mills • Indiana
THIS AMENDMENT NUMBER ONE to the Master Trust Agreement (“AMENDMENT”) is made and entered into as of this 30th day of August, 2004 (the “EFFECTIVE DATE”), by and between Haynes International, Inc. (the “COMPANY”) and Legacy Trust Company, Inc. (the “TRUSTEE”).
Haynes International, Inc. Supplemental Executive Retirement Plan Plan AgreementSupplemental Executive Retirement Plan Agreement • January 25th, 2007 • Haynes International Inc • Steel works, blast furnaces & rolling & finishing mills • Indiana
THIS PLAN AGREEMENT (this “Agreement”) is entered into as of December 13, 2002, between Haynes International, Inc. (the “Company”), the Participant’s Employer and Francis J. Petro (the “Participant”).
ASSET PURCHASE AGREEMENT BY AND AMONG HAYNES WIRE COMPANY, THE BRANFORD WIRE AND MANUFACTURING COMPANY, CAROLINA INDUSTRIES, INC., AND RICHARD HARCKE DATED AS OF OCTOBER 28, 2004Asset Purchase Agreement • January 25th, 2007 • Haynes International Inc • Steel works, blast furnaces & rolling & finishing mills • Indiana
THIS ASSET PURCHASE AGREEMENT (“AGREEMENT”), dated as of October 28, 2004 (the “EFFECTIVE DATE”), is made and entered into by and among Haynes Wire Company, a Delaware corporation (“BUYER”), The Branford Wire and Manufacturing Company, a Connecticut corporation (“BRANFORD”), Carolina Industries, Inc., a Connecticut corporation (“CAROLINA INDUSTRIES”) (Branford and Carolina Industries, collectively, “SELLERS”) and Richard Harcke (“HARCKE”).
HAYNES INTERNATIONAL, INC. Supplemental Executive Retirement Plan(s) MASTER TRUST AGREEMENT Effective January 1, 2003Master Trust Agreement • January 25th, 2007 • Haynes International Inc • Steel works, blast furnaces & rolling & finishing mills • Florida
THIS MASTER TRUST AGREEMENT (“Master Trust Agreement”) is made and entered into as of January 13, 2003, between Haynes International, Inc., a Delaware corporation (the “Company”), and Legacy Trust Company, Inc., a Florida corporation (the “Trustee”), to evidence the master trust (the “Trust”) to be established, pursuant to those executive deferral plans or other arrangements of the Company listed in Exhibit A (the “Plans”) now or hereafter existing that require the establishment of a trust, for the benefit of a select group of management or highly compensated employees and/or Directors, as hereinafter defined, who contribute materially to the continued growth, development and business success of the Company and those subsidiaries of the Company, if any, that participate in the Plans (collectively, “Subsidiaries,” or singularly, “Subsidiary”).
AMENDMENT NO. 2 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 25th, 2007 • Haynes International Inc • Steel works, blast furnaces & rolling & finishing mills • Illinois
AMENDMENT NO. 2 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of January 27, 2005 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 Congress Financial Corporation (Central), an Illinois corporation, in its capacity as agent for Lenders pursuant to the Loan Agreement (in such capacity, “Agent”).
AMENDMENT NO. 6 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 25th, 2007 • Haynes International Inc • Steel works, blast furnaces & rolling & finishing mills • Illinois
AMENDMENT NO. 6 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of November 17, 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”).
Execution] AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 25th, 2007 • Haynes International Inc • Steel works, blast furnaces & rolling & finishing mills • Illinois
AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of November 5, 2004 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 Congress Financial Corporation (Central), an Illinois corporation, in its capacity as agent for Lenders pursuant to the Loan Agreement (in such capacity, “Agent”).
AMENDMENT NO. 3 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 25th, 2007 • Haynes International Inc • Steel works, blast furnaces & rolling & finishing mills • Illinois
AMENDMENT NO. 3 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of May 1, 2005 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), formerly known as Congress Financial Corporation (Central), an Illinois corporation, in its capacity as agent for Lenders pursuant to the Loan Agreement (in such capacity, “Agent”).
FACILITY AGREEMENT DATED 2nd APRIL 2004 HAYNES INTERNATIONAL LIMITED BURDALE FINANCIAL LIMITEDFacility Agreement • January 25th, 2007 • Haynes International Inc • Steel works, blast furnaces & rolling & finishing mills
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 25th, 2007 • Haynes International Inc • Steel works, blast furnaces & rolling & finishing mills • New York
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “AGREEMENT”) is entered into as of the date set forth below and effective as of the Effective Date (defined below), by and between Haynes International, Inc. (the “COMPANY”), a Delaware corporation, and Francis J. Petro (the “EXECUTIVE”).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG HAYNES INTERNATIONAL, INC. AND THE PARTIES SPECIFIED ON THE SIGNATURE PAGES HEREOF DATED AS OF AUGUST 31, 2004Registration Rights Agreement • January 25th, 2007 • Haynes International Inc • Steel works, blast furnaces & rolling & finishing mills • New York
This REGISTRATION RIGHTS AGREEMENT dated as of 31, 2004 is made and entered into by and among Haynes International, Inc., a Delaware corporation (together with its successors and assigns, the “COMPANY”) and the initial holders of the common stock (the “HOLDERS”) specified on the signature pages hereof.
