Exhibit 10.23


ACCESS AND SECURITY AGREEMENT


This ACCESS AND SECURITY
AGREEMENT (this “Agreement”) is made on November 17, 2006 by and between
Haynes International, Inc., a Delaware corporation (“Haynes”), and
Titanium Metals Corporation, a Delaware corporation (“TIMET”).


WHEREAS, Haynes has
excess capacity at its 4-High “Steckel” rolling mill located at its plant in
Kokomo, Indiana and desires to monetize such excess capacity;


WHEREAS, in furtherance
of its continuing operations and business objectives, TIMET requires the
services capable of being provided by Haynes and the use of the aforementioned
4-High “Steckel” rolling mill, and requires such services in such capacities,
for such duration and on such demand as, for all practical purposes, can only
be provided by Haynes and the use of the aforementioned 4-High “Steckel”
rolling mill;


WHEREAS, in furtherance
of its desire to utilize its excess capacity of the 4-High Mill, Haynes wishes
to make to TIMET the capacity commitments described herein and to agree to
supply TIMET with Titanium Conversion Services, as defined in and pursuant to
the terms and conditions of that certain Conversion Services Agreement of even
date herewith by and between TIMET and Haynes, the form of which is attached
hereto as Exhibit A (the “Conversion Agreement”);


WHEREAS, in order for
Haynes to make the commitment and agreements set forth in the Conversion
Agreement, Haynes must reserve and not fully utilize the capacity of the 4-High
Mill, and Haynes is willing and able to do so only if such excess capacity is
monetized such that Haynes does not suffer economic harm by reserving such
excess capacity for TIMET;


WHEREAS, TIMET has agreed
to monetize such excess capacity by paying the Fee (as defined below) to Haynes
in exchange for Haynes’ execution of the Conversion Agreement and performance
thereunder;


WHEREAS, Haynes
acknowledges that any delay in the performance of the Titanium Conversion
Services or any default by Haynes under the Transaction Documents (as defined
below) may cause TIMET irreparable harm and, therefore, Haynes has agreed to
provide to TIMET the rights and protections set forth in the Transaction
Documents; and


WHEREAS, TIMET
acknowledges that Haynes cannot reserve the excess capacity of the 4-High Mill
for the benefit of TIMET without TIMET’s monetization of such excess capacity
without causing Haynes irreparable harm, and that any failure of such
monetization, whether by reason of TIMET’s default under the Transaction
Documents or otherwise, may cause Haynes irreparable harm.


NOW, THEREFORE, in
consideration of the foregoing, the agreements, covenants, representations and
warranties of the parties set forth herein and in the other Transaction
Documents, and other good and valuable consideration, the receipt and sufficiency
of which are acknowledged, Haynes and TIMET agree as follows:













1.                                       Defined
Terms.  The following terms have the
indicated meanings, unless the context otherwise requires:


(a)                                  “Acceleration
Event” shall mean the exercise by TIMET of its rights under Section 5.3(a)
of the Conversion Agreement.


(b)                                 “Access
Period” has the meaning set forth in Section 4(a).


(c)                                  “Additional
Contracts” means all Contracts that relate or pertain both to (i) the Mill,
the Equipment, the Intellectual Property or the performance of the Titanium
Conversion Services and (ii) other assets or operations of Haynes.


(d)                                 “Agreement”
has the meaning set forth in the introduction hereto.


(e)                                  “Bankruptcy
Proceeding” means any case, action, proceeding, petition or filing,
voluntary or involuntary, under the Federal Bankruptcy Code or any similar
state or federal law now or hereafter in effect pertaining to bankruptcy,
reorganization, insolvency, composition, restructuring, dissolution,
liquidation, receivership, custodianship, or adjustment of debts.


(f)                                    
“Change in Control” has the meaning set forth in the Conversion
Agreement.


(g)                                 “Claims”
has the meaning set forth in Section 4(b)(ii).


(h)                                 “Code”
means the Uniform Commercial Code as in effect in the State of Indiana as of
the date of this Agreement.


(i)                                     “Collateral”
has the meaning set forth in Section 3(a).


(j)                                     “Conversion
Agreement” has the meaning set forth in the recitals hereto.


(k)                                  “Contract
Rights” means all rights of Haynes (including to payment) arising under
each Contract that relate or pertain only to the Mill, the Equipment, the
Intellectual Property for Titanium Conversion Services or the performance of
the Titanium Conversion Services.


(l)                                     “Contracts”
means all service agreements (including utility services and supply agreements),
permits and licenses, operating agreements, maintenance, training, operational
and procedural manuals, leases and contract rights, choses in action or causes
of action or claims in each case as to all of the foregoing with respect to the
Equipment, the Mill, the Intellectual Property or the performance of Titanium
Conversion Services, documents which evidence rights to Equipment, Intellectual
Property or any portion of the Mill, guaranty or warranty claims with respect
to Equipment, Intellectual Property or the Mill, and the Proceeds of all of the
foregoing, other than the Transaction Documents.


(m)                               “Debt
Obligations” means, collectively, (i) any outstanding principal
balance under the Option Note and any accrued and unpaid interest thereon, if
any; (ii) the entire



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unearned portion of the Fee; (iii) the
amount of any Liquidated Damages (as defined in the Conversion Agreement); (iv)
the amount of any Termination Fee (as defined in the Conversion Agreement); (v)
the amount of any Non-Compete Amendment Fee (as defined in the Conversion
Agreement); and (vi) any amounts owed by Haynes under Section 5.1 of
the Conversion Agreement.


(n)                                 “Default”
means any of the following events:


(i)                                     If TIMET fails at
any time to have a legal, valid, binding and enforceable first priority lien on
the Collateral or any portion thereof that is caused by reason of an act or
omission of Haynes (provided, however that a Permitted Encumbrance will not
cause or be deemed to cause a default hereunder);


(ii)                                  Violation of any of
the terms, obligations, covenants or conditions set forth in Sections 11(b) or
(c); or


(iii)                               The failure of Haynes to
pay when due any principal of or other amount due on the Debt Obligations,
which failure continues for five (5) days after the date such payment becomes
due;


(o)                                 “Equipment”
means all of the equipment located at the Mill of any kind, nature and
description, whether affixed to real property or not, as well as all additions
to, substitutions for, replacements of or accessions to any of the foregoing
items and all attachments, components, parts (including spare parts), and
accessories whether installed thereon or affixed thereto in each case to the
extent used in or related to the performance of the Titanium Conversion
Services, including but not limited to the equipment listed on Exhibit B
attached hereto, but excluding any equipment that may be temporarily located at
the Mill such as forklifts, golf carts, hand tools and other portable equipment
that is used in connection with the Mill and other assets of Haynes.


(p)                                 “Fee”
has the meaning set forth in Section 2(c).


(q)                                 “Haynes”
has the meaning set forth in the introduction hereto.


(r)                                    “Haynes
Bankruptcy Event” means any of the following events:  (i) Haynes consents to the filing of, or
commences or consents to the commencement of, any Bankruptcy Proceeding;
(ii) any Bankruptcy Proceeding shall have been filed against Haynes and
the same is not withdrawn, dismissed, canceled or terminated within ninety (90)
days of such filing; (iii) Haynes is adjudicated bankrupt or insolvent or
a petition for reorganization of it is granted; (iv) a receiver,
liquidator or trustee of it or of any of Haynes’ properties shall be appointed;
(v) Haynes shall make an assignment for the benefit of its creditors or
shall admit in writing the inability to pay its debts generally as they become
due; or (vi) Haynes otherwise institutes or causes to be instituted any
proceeding for its termination or dissolution.


(s)                                  “Intellectual
Property” means all now existing or hereafter acquired patents, trademarks,
copyrights, inventions, licenses, discoveries, processes, know-how, techniques,
trade secrets, designs, specifications and the like (regardless of whether such
items are now patented or registered, or registerable, or patentable in the
future), and all technical,



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engineering, or other information and
knowledge, production data and drawings, in each case to the extent used in,
necessary for or related to the operation of the Mill and the Equipment or the
performance of Titanium Conversion Services, including without limitation, all
items, rights and property defined as Intellectual Property under 11 U.S.C.
Section 101, as amended from time to time.


(t)                                    “Intellectual
Property for Titanium Conversion Services” means all Intellectual Property
that relates or pertains only to the Mill, the Equipment or the performance of
the Titanium Conversion Services.


(u)                                 “License”
has the meaning set forth in Section 5.


(v)                                 “Mill”
means the 4-High “Steckel” rolling mill located in Building R-55 on the Real
Estate, and all licenses, easements and appurtenances relating thereto,
wherever located on the Real Estate, and any easements necessary for access
thereto or necessary to deliver, store or ship materials thereto, and any
fixtures or equipment located at the Real Estate which are primarily related
to, and/or integral or primarily used in connection with the operation of the
Mill, consisting of all pumps, pipes, plumbing, cleaning, call and sprinkler
systems, fire extinguishing apparatuses and equipment, heating, ventilating,
plumbing, incinerating, electrical, air conditioning and air cooling equipment
and systems, pollution control equipment, security systems disposals, water,
gas, electrical, storm and sanitary sewer facilities, utility lines and equipment,
all water tanks, water supply, water power sites, fuel stations, fuel tanks,
fuel supply, and all other structures, together with  all accessions, appurtenances, additions,
replacements, betterments and substitutions for any of the foregoing.


(w)                               “Obligations”
means the Debt Obligations together with Haynes’ obligations under the
Transaction Documents.


(x)                                   “Operating
Assets” means the Mill, the Contract Rights, the Equipment, the
Intellectual Property for Titanium Conversion Services, the Real Estate and all
Proceeds thereof.


(y)                                 “Option”
has the meaning set forth in the Conversion Agreement.


(z)                                   “Option
Note” has the meaning set forth in the Conversion Agreement.


(aa)                            “Permitted
Encumbrances” means:


(i)                                     Liens in favor of
TIMET;


(ii)                                  Encumbrances consisting
of minor easements, zoning restrictions, or other restrictions on the use of
real property that do not (individually or in the aggregate) materially affect
the value of the Operating Assets or materially impair the ability of Haynes to
use the Operating Assets, and none of which is violated in any material respect
by existing or proposed structures or land use;



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(iii)                               Liens for taxes,
assessments, or other governmental charges which are not delinquent or which
are being contested in good faith and for which adequate reserves have been
established; and


(iv)                              Liens of mechanics,
materialmen, warehousemen, carriers, or other similar statutory liens securing
obligations that are not yet due and are incurred in the ordinary course of
business; and liens resulting from good faith deposits to secure payments of
workers’ compensation or other social security programs or to secure the
performance of tenders, statutory obligations, surety and appeal bonds, bids,
or contracts (other than for payment of indebtedness), or leases of any
Operating Assets made in the ordinary course of business.


(bb)                          “Person”
means any individual, corporation, limited or general partnership, limited
liability company, joint venture, association, joint stock company, trust,
unincorporated organization, government authority or other entity.


(cc)                            “Proceeds”
shall have the meaning provided it under Section 9-102(a)(65) of the Code and,
in any event, shall include, but not be limited to: (i) any and all proceeds of
any insurance, indemnity, warranty, or guaranty payable to Haynes from time to
time with respect to any of the Collateral; (ii) any and all payments (in any
form whatsoever) made or due and payable to Haynes from time to time in
connection with any requisition, confiscation, condemnation, seizure, or
forfeiture of all or any part of the Collateral by any governmental body,
authority, bureau, or agency (or any Person acting under color of governmental
authority): and (iii) any and all other amounts from time to time paid or
payable under or in connection with any of the Collateral.


(dd)                          “Real
Estate” means the real property on which Building R-55 at Haynes’
operations on the south side of Defenbaugh Street in Kokomo, Indiana is located
including leasehold interests, together with the building and all other
improvements located thereon, the legal description for which is set forth on Exhibit C
hereto, and all licenses, easements and appurtenances relating thereto,
wherever located on such real property, and any fixtures or equipment located
at the Real Estate which are primarily related to, and/or integral or primarily
used in connection with the operation of the Real Estate, consisting of all
pumps, pipes, plumbing, cleaning, call and sprinkler systems, fire
extinguishing apparatuses and equipment, heating, ventilating, plumbing,
incinerating, electrical, air conditioning and air cooling equipment and
systems, pollution control equipment, security systems disposals, water, gas,
electrical, storm and sanitary sewer facilities, utility lines and equipment,
all water tanks, water supply, water power sites, fuel stations, fuel tanks,
fuel supply, and all other structures, together with all accessions,
appurtenances, additions, replacements, betterments and substitutions for any
of the foregoing, and any easements necessary for access thereto or to deliver,
store or ship materials thereto.


(ee)                            “Right
of Access” has the meaning set forth in Section 4(a).


(ff)                                “Secured
Facility Event” means that a Secured Lender has declared Haynes to be in
default of Haynes’ obligations to such Secured Lender, the Secured Lender has
accelerated all such obligations to such Secured Lender, and Haynes has (i)
failed to cure such



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default such that such obligations are no
longer accelerated, or (ii) provide adequate assurance reasonably acceptable to
TIMET of Haynes’ continuing ability to perform under the terms of the
Transaction Documents.


(gg)                          “Secured
Lender” means Wachovia Capital Finance Corporation (Central), an Illinois
corporation, as agent, for itself and the parties from time to time to the loan
agreement as lenders, collectively, together with their respective successors
and assigns, herein, or any lender or lenders from time to time hereafter
holding instruments representing Haynes’ indebtedness, the obligations under
which are secured by a pledge of substantially all of Haynes’ assets, other
than the indebtedness created by the Conversion Agreement.


(hh)                          “Titanium
Conversion Services” has the meaning set forth in the Conversion Agreement.


(ii)                                  “TIMET”
has the meaning set forth in the introduction hereto.


(jj)                                  “TIMET
Bankruptcy Event” means any of the following events:  (i) TIMET consents to the filing of, or
commences or consents to the commencement of, any Bankruptcy Proceeding;
(ii) any Bankruptcy Proceeding shall have been filed against TIMET and the
same is not withdrawn, dismissed, canceled or terminated within ninety (90)
days of such filing; (iii) TIMET is adjudicated bankrupt or insolvent or a
petition for reorganization of it is granted; (iv) a receiver, liquidator
or trustee of it or of any of TIMET’s properties shall be appointed;
(v) TIMET shall make an assignment for the benefit of its creditors or
shall admit in writing the inability to pay its debts generally as they become
due; or (vi) TIMET otherwise institutes or causes to be instituted any
proceeding for its termination or dissolution.


(kk)                            “Transaction
Documents” means, collectively, the Conversion Agreement, the Option Note,
this Agreement and any other document or instrument delivered in connection
herewith or therewith.


2.                                       Capacity
Commitments, Termination of Standstill Agreement, Fee and Option Note.


(a)                                  Capacity
Commitments.  Haynes agrees:  (i) to reserve for the benefit of and
dedicate to TIMET or its designee(s) adequate capacity at the Mill and the
other Operating Assets necessary to provide the Titanium Conversion Services in
accordance with and subject to all terms of the Conversion Agreement, including
the Maximum Monthly Volume and the Maximum Annual Volume (as each such term is defined
in the Conversion Agreement); and (ii) not to engage in any activity or
transaction that is prohibited by Section 11.1 of the Conversion Agreement (as
such term may be amended by the Non-Compete Amendment (as defined in the
Conversion Agreement)).


(b)                                 Termination
of Standstill Agreement.  Effective
as of the date hereof, the provisions of the carryover paragraph on pages 3 and
4 of the Confidentiality Agreement, dated November 21, 2005, between TIMET and
Houlihan Lokey Howard & Zukin Capital, Inc. are hereby terminated and of no
further force or effect.



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(c)                                  Fee.  As consideration for (i) the capacity
reservations and commitments described in Section 2(a) above and in the
Conversion Agreement, (ii) the termination of the standstill provisions as
described in Section 2(b) above and (iii) the Option to order additional
Conversion Services granted to TIMET pursuant to Section 2.1(b) of the
Conversion Agreement, concurrently herewith, TIMET agrees to pay to Haynes an
advance fee of $50,000,000 (the “Fee”) in immediately payable U.S. funds
in accordance with the wiring instructions provided by Haynes.  The Fee shall be deemed earned by Haynes
during the term of the Conversion Agreement in equal amounts on the first twenty
(20) anniversaries of the date hereof. 
Upon being deemed earned as set forth in the preceding sentence, the
earned portion of the Fee shall be nonrefundable to TIMET.  In the event that a Haynes Successor (as
defined in the Conversion Agreement) exercises the option with respect to the
Non-Compete Amendment (as defined in the Conversion Agreement), the unearned
portion of the Fee shall be reduced by the Non-Compete Amendment Fee (as
defined in the Conversion Agreement), and the amortization of the remaining
unearned portion of the Fee shall be adjusted based upon the remaining
anniversaries of this Agreement. 
Notwithstanding the foregoing, the Fee shall not be deemed earned by
Haynes (i) from and after the time that TIMET has exercised any of its rights
under Section 8(b) or (ii) during (but not before or after) an Access Period if
for any reason TIMET does not have in all material respects all of its rights
set forth in Section 4.  Haynes
shall be required to repay the unearned portion of the Fee only in accordance
with the requirements of the Transaction Documents.


(d)                                 Option
Note.  Upon the exercise of the
Option under the Conversion Agreement, under the terms and conditions set forth
in the Conversion Agreement, Haynes will execute the Option Note in the form
attached to the Conversion Agreement as Exhibit B.


3.                                       Grant
of Lien and Security Interests.


(a)                                  First
Priority Lien Interest.  As security
for the Obligations, Haynes hereby grants to TIMET a continuing first priority
security interest in the Operating Assets, whether now owned or hereafter
acquired by Haynes, or in which Haynes now has or at any time in the future may
acquire any right, title or interest (the “Collateral”).  On or prior to the date hereof, (i) any
applicable loan documents have been amended to reflect the first priority of
the lien created hereunder and are otherwise in the form approved by TIMET, and
(ii) any liens superior to the first priority lien created hereunder have been
released in forms reasonably acceptable to TIMET, and such documents will be
delivered to TIMET within three (3) business day from the date hereof.


(b)                                 Financing
Statements.  Haynes hereby authorizes
TIMET to file one or more financing statements, and amendments thereto,
relating to the Collateral.


(c)                                  Non-disturbance.  On or prior to the date hereof, Haynes and
any mortgagee or other party holding an interest in the Real Estate shall
execute a non-disturbance agreement or similar agreement in favor of TIMET in
form reasonably acceptable to TIMET, and such documents will be delivered to
TIMET within three (3) business day from the date hereof.



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4.                                       Right
of Access.


(a)                                  General.  Upon the occurrence of a Haynes Bankruptcy
Event or a Secured Facility Event, TIMET or its agreed-upon designee(s) shall
have a right, but not the obligation, to use and occupy the Operating Assets to
perform any or all of the Titanium Conversion Services (the “Right of Access”),
subject to the Maximum Monthly Volume and the Maximum Annual Volume, for a
period commencing upon the Haynes Bankruptcy Event or Secured Facility Event,
as the case may be, and ending at the earlier of (i) the expiration of the term
of the Conversion Agreement or (ii) the termination of the Right of Access
pursuant to Section 4(d), subject to reinstatement as set forth therein
(the “Access Period”).  TIMET may
invoke the Right of Access by delivering written notice to Haynes indicating
TIMET’s intention to invoke the Right of Access.  TIMET shall have no right to sell, transfer,
or dispose of the Operating Assets as part of the Right of Access.


(b)                                 TIMET’s
Obligations. If TIMET invokes the Right of Access for itself or its
designee(s), TIMET and its designee shall:


(i)                                     Use reasonable
care in the custody and preservation of the Operating Assets;


(ii)                                  Indemnify, defend and
hold Haynes and its officers, directors, employees and agents harmless from any
and all costs, expenses (including reasonable attorneys’ fees), losses,
damages, liabilities or claims (collectively, “Claims”) with respect to
injury to or death of persons occurring on the Real Estate to the extent
arising out of the willful misconduct or gross negligence of TIMET or its
officers, directors, employees or agents to the extent such Claims arise or
accrue during an Access Period; and


(iii)                               Subject to TIMET’s or
its designee’s right to use and occupy the Operating Assets during an Access
Period, afford Haynes any access requested by Haynes to the Operating Assets
provided that such access does not in any material way interfere with the
performance of the Titanium Conversion Services.


(c)                                  If
TIMET invokes its Right of Access for itself or its designee(s):


(i)                                     Haynes shall use
commercially-reasonable efforts to continue to employ those of its employees
that TIMET determines are necessary or appropriate to perform the Titanium
Conversion Services;


(ii)                                  If TIMET is required
to retain personnel to perform Titanium Conversion Services or incurs any other
costs or expenses to perform Haynes’ obligations under the Conversion
Agreement, all such personnel and other costs and expenses shall be credited
against the payments due to Haynes under the Conversion Agreement; provided,
however, that such credits in a single week may not exceed the weekly average
cost to Haynes in the prior fiscal year for similar personnel and cost and
expenses, and any such excess shall be the sole responsibility of TIMET.



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(iii)                               Haynes shall indemnify,
defend and hold TIMET, its designee(s) and their respective officers,
directors, employees and agents harmless from any and all Claims to the extent
such Claims (1) arise or accrue prior to the commencement of an Access Period
or (2) arise or accrue during an Access Period and are not covered by Section
4(b)(ii).


(d)                                 Right
to Terminate.  TIMET shall have the
absolute right to terminate the Right of Access upon twenty (20) days’ written notice
to Haynes.  Haynes shall have the right
to cure a Haynes Bankruptcy Event or Secured Facility Event the occurrence of
which gave rise to the Right of Access. 
Upon the completion of such cure and Haynes’ providing notice thereof to
TIMET along with evidence that such Haynes Bankruptcy Event or Secured Facility
Event, as the case may be, has been cured in form reasonably satisfactory to
TIMET, the Right of Access shall be deemed terminated.  Notwithstanding the foregoing, TIMET shall
have the absolute right to reinvoke the Right of Access at any time after the
occurrence of a subsequent Haynes Bankruptcy Event or Secured Facility Event
giving rise to the Right of Access by delivering written notice to Haynes
indicating TIMET’s intention to reinvoke the Right of Access.


(e)                                  Irreparable
Harm; Limitation of Notice.  HAYNES
ACKNOWLEDGE THAT TIMET MAY SUFFER IRREPARABLE HARM IF TIMET INVOKES THE RIGHT
OF ACCESS AND HAYNES FAILS TO COOPERATE WITH TIMET IN ALLOWING TIMET TO
EXERCISE THE RIGHT OF ACCESS UNDER THIS AGREEMENT OR IF TIMET IS OTHERWISE
PREVENTED FROM EXERCISING SUCH RIGHT. 
ACCORDINGLY, PROVIDED THAT HAYNES RECEIVES AT LEAST FORTY-EIGHT (48)
HOURS’ ACTUAL NOTICE OF ANY REQUEST FOR HEARINGS IN CONNECTION WITH PROCEEDINGS
INSTITUTED BY TIMET, HAYNES WAIVES, TO THE FULLEST EXTENT POSSIBLE UNDER
APPLICABLE LAW, THE RIGHT TO NOTICE IN EXCESS OF FORTY-EIGHT (48) HOURS IN
CONNECTION WITH ANY JUDICIAL PROCEEDINGS INSTITUTED BY TIMET TO ENFORCE THE
RIGHT OF ACCESS.


5.                                       License.  Haynes hereby grants TIMET a non-exclusive
worldwide, irrevocable, fully paid, and in the event TIMET exercises its rights
under Section 8(b) hereof, fully transferable, right and license to use any
Intellectual Property necessary or helpful for the performance of the Titanium
Conversion Services for use by TIMET or a sublicensee (the “License”).  TIMET’s right to use the License shall
include the right to grant one or more third parties sublicenses for the
performance of the Titanium Conversion Services, provided, however, that any
sublicensee must satisfy the terms of this Agreement, including
Section 15, and sublicensing will have no effect on TIMET’s obligations
under this Agreement.


(a)                                  Right
to Use License.  Although the License
is being granted to TIMET as of the date set forth above, TIMET agrees that,
except as set forth under Section 5(e) below, neither it nor its sublicensees
will utilize the License unless TIMET invokes the Right to Access and then
TIMET and its sublicensee will only use the License (i) during an Access Period
and (ii) in connection with the performance of the Titanium Conversion
Services using the Operating Assets.


(b)                                 No
Royalty.  For all purposes, Haynes
has been fully paid for the License and other rights granted to TIMET under
this Agreement (except as otherwise provided in this



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Agreement) and no royalties, fees, payments,
charges or other consideration shall be due from TIMET on account of the
License or this Agreement or TIMET’s (or sublicensee’s) use of the License or
other rights granted pursuant to this Agreement.  The above is not intended to relieve TIMET in
any way of payment obligations under the Conversion Agreement.


(c)                                  Protection
of Ownership.  TIMET and its
sublicensees, if any, shall treat and preserve the Intellectual Property in
accordance with the same practices employed by TIMET to safeguard its own
intellectual property against unauthorized use and disclosure and, except as
set forth under Section 5(e) below, will only use such information, data and
trade secrets during an Access Period in connection with producing the Titanium
Conversion Services.  The foregoing
obligations of TIMET shall not be applicable to information that is now or
becomes hereafter available to the public through no action, conduct, admission
or fault of TIMET.  Except as set forth
under Section 5(e) below, without waiving any rights under the Conversion
Agreement, which rights, if any, are expressly reserved, no such sub-licensees
shall have any rights respecting the continued use of intellectual property
upon termination of an Access Period. 
The provisions of this Section 5(c) shall survive termination of
this Agreement.


(d)                                 Sale
of Intellectual Property.  Nothing
contained herein shall prevent Haynes from marketing and selling the
Intellectual Property subject to all rights of TIMET granted under this
Section 5.


(e)                                  Transferability.  In the event that TIMET exercises its rights
under Section 8(b) hereof, TIMET shall be permitted to transfer the
License in connection with any sale, transfer or other disposition of the Operating
Assets.  Each transferee of the License
shall obtain all of TIMET’s rights to the License hereunder.  Each transferee shall be required to use the
License in connection with its use of the Operating Assets, and any further
transfer or assignment of the License may occur only in connection with a
further sale, transfer or other disposition of the Operating Assets.


6.                                       Protection
of Performance.  TIMET shall have the
unlimited right to, among other things, enter into discussions, negotiations,
and agreements regarding the performance of the Titanium Conversion Services by
any potential alternative supplier(s), including without limitation, any
current or former agents, consultants, directors, employees, or officers of
Haynes so long as such parties are not subject to restrictions under a
noncompetition agreement.


7.                                       Rights
of TIMET; Limitations on TIMET’s Obligations.  Unless TIMET exercises the Right of Access,
in which case TIMET shall have the obligations as are expressly provided in
this Agreement, except as provided by applicable law, TIMET shall not have any
obligation or liability by reason of or arising out of this Agreement.  In no event shall TIMET be required or
obligated in any manner to perform or fulfill any of the obligations of Haynes
under any of the Transaction Documents.


8.                                       TIMET’s
Remedies.


(a)                                  Right
of Access.  Upon a Haynes Bankruptcy
Event or a Secured Facility Event, TIMET may exercise the Right of Access only
on the terms and conditions set forth of



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Section 4.  Further, in connection with TIMET’s rights
and remedies under this Agreement and the other Transaction Documents:


(i)                                     Haynes waives any
right it may have to require TIMET to foreclose its security interests and
liens and/or reduce the Debt Obligations to a monetary sum;


(ii)                                  If TIMET exercises
the Right of Access, TIMET’s use and occupancy of the Operating Assets will not
be deemed to be acceptance of such assets in satisfaction of the Debt
Obligations; and


(iii)                               Except as otherwise
provided herein, all of TIMET’s rights and remedies under this Agreement are
cumulative and not exclusive of any rights and remedies under any other
agreement or under applicable law; provided, however, that if TIMET exercises
its rights under Section 8(b) hereof, it shall no longer be permitted to
exercise the, or must terminate any current, Right of Access.


(b)                                 Right
to Repayment of the Debt Obligations and Foreclose on the Collateral.


(i)                                     In addition to the
remedies set forth in Section 8(a), upon a Default or an Acceleration
Event, TIMET, at TIMET’s option, may declare due and payable the Debt
Obligations, without notice, demand or presentment, all of which are hereby
waived, and upon such declaration, the same shall become and shall be
immediately due and payable, and TIMET shall have the right to foreclose on the
Collateral or otherwise enforce all liens or security interests securing
payment of the Debt Obligations, or any part thereof, and offset against the
Debt Obligations any sum or sums owed by TIMET to Haynes and exercise any
powers and any and all other remedies permitted by Indiana law or provided in
this Agreement or in any other Transaction Documents.  Failure of TIMET to exercise the options set
forth in this Section 8(b) shall not constitute a waiver of the right to
exercise the same upon the occurrence of a subsequent Default or Acceleration
Event.  Haynes acknowledges that the
power of sale granted by this Agreement may be exercised by TIMET without prior
judicial hearing.


(ii)                                  Upon a Default or an
Acceleration Event, and provided that any access under a Right of Access is not
continuing, TIMET is authorized prior or subsequent to the institution of any
foreclosure proceedings by private power of sale or otherwise to enter upon the
Real Estate, or any part thereof, to take possession of the Operating Assets
and of all books, records and accounts relating exclusively to the Operating
Assets, to have access at any reasonable time upon TIMET’s request to review or
make copies or facsimiles of any books, records and accounts that relate in
part to the Operating Assets and in part to any other assets of Haynes, and to
exercise without interference from Haynes any and all rights which Haynes has
with respect to the management, possession, operation, protection or
preservation of the Operating Assets, including the right to operate the same
for the account of Haynes and to deduct from the proceeds thereof all costs,
expenses and liabilities of every character incurred by TIMET in collecting
such proceeds and in managing, operating, maintaining, protecting or



 11
 









preserving the Operating Assets and to apply the remainder of such
proceeds on the Debt Obligations secured hereby in such manner as TIMET may
elect.  All such costs, expenses and
liabilities incurred by TIMET in collecting such proceeds and in managing,
operating, maintaining, protecting or preserving the Operating Assets, if not
paid out of proceeds as hereinabove provided, shall constitute a demand
obligation owing by Haynes and shall bear interest from the date that is ten
(10) days after TIMET notifies Haynes in writing of expenditure until the date
paid at the maximum lawful interest rate under applicable law, all of which
shall constitute a portion of the Debt Obligations.  If necessary to obtain the possession
provided for above, TIMET may invoke any and all legal remedies to dispossess
Haynes, including specifically one or more actions for forcible entry and
detainer, trespass to try title and restitution.  IN CONNECTION WITH ANY ACTION TAKEN BY TIMET
PURSUANT TO THIS SECTION 8(b)(ii), TIMET SHALL NOT BE LIABLE FOR ANY LOSS
SUSTAINED BY HAYNES RESULTING FROM ANY FAILURE TO OPERATE THE OPERATING ASSETS,
OR ANY PART THEREOF, OR FROM ANY OTHER ACT OR OMISSION OF TIMET IN MANAGING THE
OPERATING ASSETS (REGARDLESS OF WHETHER SUCH LOSS IS CAUSED BY THE NEGLIGENCE
OF TIMET OR ANY STRICT LIABILITY) UNLESS SUCH LOSS IS CAUSED BY THE GROSS
NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, BAD FAITH OR ILLEGAL ACTION OF TIMET,
NOR SHALL TIMET BE OBLIGATED TO PERFORM OR DISCHARGE ANY OBLIGATION, DUTY OR LIABILITY
UNDER ANY AGREEMENT RELATING TO THE OPERATING ASSETS OR ANY PART THEREOF OR
UNDER OR BY REASON OF THIS AGREEMENT OR THE EXERCISE OF RIGHTS OR REMEDIES
HEREUNDER.  HAYNES SHALL AND DOES HEREBY
AGREE TO INDEMNIFY AND DEFEND TIMET FOR, AND TO HOLD TIMET HARMLESS FROM, ANY
AND ALL LIABILITY, LOSS OR DAMAGE WHICH MAY OR MIGHT BE INCURRED BY TIMET UNDER
ANY SUCH AGREEMENT OR UNDER OR BY REASON OF THIS AGREEMENT OR THE EXERCISE OF
RIGHTS OR REMEDIES HEREUNDER AND FROM ANY AND ALL CLAIMS AND DEMANDS WHATSOEVER
WHICH MAY BE ASSERTED AGAINST TIMET BY REASON OF ANY ALLEGED OBLIGATIONS OR
UNDERTAKINGS ON ITS PART TO PERFORM OR DISCHARGE ANY OF THE TERMS, COVENANTS OR
AGREEMENTS CONTAINED IN ANY SUCH AGREEMENT, REGARDLESS OF WHETHER SUCH
LIABILITY, LOSS, DAMAGE, CLAIMS OR DEMANDS ARE THE RESULT OF THE NEGLIGENCE OF
TIMET OR ANY STRICT LIABILITY, UNLESS SUCH LOSS IS CAUSED BY THE GROSS
NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, BAD FAITH OR ILLEGAL ACTION OF
TIMET.  Should TIMET incur any such
liability, the amount thereof, including costs, expenses and reasonable
attorney’s fees, shall be secured hereby and Haynes shall reimburse TIMET
within ten (10) days after written demand therefor.  Nothing in this Section 8(b)(ii) shall impose
any duty, obligation or responsibility upon TIMET for the control, care,
management or repair of the Operating Assets, nor for the carrying out of any
of the terms and conditions of any such agreement; nor shall it operate to make
TIMET responsible or liable for any waste committed on the Operating Assets by
any parties or for any dangerous or defective condition of the Operating
Assets, OR FOR ANY NEGLIGENCE IN THE MANAGEMENT, UPKEEP, REPAIR OR CONTROL OF
THE



 12
 









OPERATING ASSETS RESULTING IN LOSS OR INJURY OR DEATH TO ANY LICENSEE,
EMPLOYEE OR STRANGER OR ANY STRICT LIABILITY. 
Haynes hereby assents to, ratifies and confirms any and all actions of
TIMET with respect to the Operating Assets taken under this Section 8(b)(ii),
other than any actions constituting TIMET’s gross negligence, willful misconduct,
fraud, bad faith or illegal action.  For
purposes of this paragraph, the term “TIMET” shall include the directors,
officers, employees, attorneys and agents of TIMET and any persons or entities
owned or controlled by, owning or controlling, or under common control or
affiliated with TIMET.


(iii)                               In addition to all other
remedies herein provided for, Haynes agrees that upon a Default or an
Acceleration Event, and provided that any access under a Right of Access is not
continuing, TIMET shall as a matter of right be entitled to the appointment of
a receiver or receivers for all or any part of the Operating Assets, whether
such receivership be incident to a proposed sale of such assets or otherwise,
and without regard to the value of the Operating Assets or the solvency of any
person or persons liable for the payment of the Debt Obligations secured
hereby, and Haynes does hereby consent to the appointment of such receiver or
receivers, waives any and all defenses to such appointment and agrees not to oppose
any application therefor by TIMET, but nothing herein is to be construed to
deprive TIMET of any other right, remedy or privilege it may now have under the
law to have a receiver appointed.  Any
money advanced by TIMET in connection with any such receivership shall be a
demand obligation owing by Haynes to TIMET and shall bear interest from the
date that is ten (10) days after written notice from TIMET after such
advancement by TIMET until the date paid at the maximum lawful interest rate
under applicable law, and all of which shall be a part of the Debt Obligations
and shall be secured by this Agreement and by any other instrument securing the
Debt Obligations.


(iv)                              TIMET shall have the
right to become the purchaser at any sale held by TIMET or any trustee or
substitute or successor or by any receiver or public officer, and in such event
TIMET shall have the right to credit upon the amount of the bid made therefor,
to the extent necessary to satisfy such bid, the Debt Obligations owing to
TIMET.


(v)                                 Upon a Default or an
Acceleration Event, TIMET may exercise its rights of enforcement with respect
to the Collateral under the Code, as amended, and in conjunction with, in
addition to or in substitution for those rights and remedies:


(1)                                  TIMET may enter upon
the Real Property to take possession of, assemble and collect the Collateral or
to render it unusable; and


(2)                                  written notice mailed
to Haynes as provided herein ten (10) days prior to the date of public sale of
the Collateral or prior to the date after which private sale of the Collateral
will be made shall constitute reasonable notice; and



 13















(3)                                  any
sale made pursuant to the provisions of this paragraph shall be deemed to have
been a public sale conducted in a commercially reasonable manner if held
contemporaneously with the sale of the Collateral under power of sale as
provided herein upon giving the same notice with respect to the sale of the
Collateral hereunder as is required for such sale of the Collateral under power
of sale; and


(4)                                  in
the event of a foreclosure sale, whether made by the TIMET or its designee,
successor or substitute under the terms hereof, or under judgment of a court,
the Collateral may, at the option of TIMET, be sold as a whole; and


(5)                                  it
shall not be necessary that TIMET take possession of the Collateral or any part
thereof prior to the time that any sale pursuant to the provisions of this
paragraph is conducted and it shall not be necessary that the Collateral or any
part thereof be present at the location of such sale; and


(6)                                  prior
to application of proceeds of disposition of the Collateral to the Debt
Obligations, such proceeds shall be applied to the reasonable expenses of
retaking, holding, preparing for sale or lease, selling, leasing and the like
and the reasonable attorney’s fees and legal expenses incurred by TIMET; and


(7)                                  any
and all statements of fact or other recitals made in any bill of sale or
assignment or other instrument evidencing any foreclosure sale hereunder as to
nonpayment of the indebtedness or as to the occurrence of any default, or as to
TIMET having declared all of such indebtedness to be due and payable, or as to
notice of time, place and terms of sale and of the properties to be sold having
been duly given, or as to any other act or thing having been duly done by
TIMET, shall be taken as prima facie evidence of the truth of the facts so stated
and recited; and


(8)                                  TIMET
may appoint or delegate any one or more persons as agent to perform any act or
acts necessary or incident to any sale held by TIMET, including the sending of
notices and the conduct of the sale, but in the name and on behalf of TIMET.


(vi)                              All
remedies herein expressly provided for are cumulative of any and all other
remedies existing at law or in equity and are cumulative of any and all other
remedies provided for in any other instrument securing the payment of the Debt
Obligations, or any part thereof, or otherwise benefiting TIMET, and TIMET
shall, in addition to the remedies herein provided, be entitled to avail itself
of all such other remedies as may now or hereafter exist at law or in equity
for the enforcement of the covenants herein and the foreclosure of the liens
and security interests evidenced hereby, and the resort to any remedy provided
for hereunder or under any such other instrument



 14
 









or provided
for by law shall not prevent the concurrent or subsequent employment of any
other appropriate remedy or remedies.


(vii)                           To
the fullest extent permitted by law, TIMET may resort to any security given by
this Agreement or to any other security now existing or hereafter given to
secure the payment of the Debt Obligations, in whole or in part, and in such
portions and in such order as may seem best to TIMET in its sole and
uncontrolled discretion, and any such action shall not in anywise be considered
as a waiver of any of the rights, benefits, liens or security interests evidenced
by this Agreement.


(viii)                        To
the full extent Haynes may do so, Haynes agrees that it will not at any time
insist upon, plead, claim or take the benefit or advantage of any law now or
hereafter in force pertaining to the rights and remedies of sureties or
redemption, and Haynes, for itself and its representatives, successors and
assigns, and for any and all persons ever claiming any interest in the
Operating Assets, to the extent permitted by law, hereby waives and releases
all rights of redemption, valuation, appraisement, stay of execution, notice of
intention to mature or declare due the whole of the secured indebtedness,
notice of election to mature or declare due the whole of the secured
indebtedness, notices as provided for under the Code, and all rights to a
marshaling of the assets of Haynes, including the Operating Assets, or to a
sale in inverse order of alienation in the event of foreclosure of the liens
and security interests hereby created. 
Haynes shall not have or assert any right under any statute or rule of
law pertaining to the marshaling of assets, sale in inverse order of
alienation, the exemption of homestead, the administration of estates of
decedents or other matters whatever to defeat, reduce or affect the right of
TIMET under the terms of this Agreement to a sale of the Operating Assets for
the collection of the secured indebtedness without any prior or different
resort for collection, or the right of TIMET under the terms of this Agreement
to the payment of such Obligations out of the proceeds of sale of the Operating
Assets in preference to every other claimant whatever.  If any law referred to in this paragraph and
now in force, of which Haynes or their representatives, successors and assigns
and such other persons claiming any interest in the Operating Assets might take
advantage despite this paragraph, shall hereafter be repealed or cease to be in
force, such law shall not thereafter be deemed to preclude the application of
this paragraph.  Without limiting the
foregoing, Haynes and any surety or guarantor of the indebtedness secured
hereby waives, to the maximum extent not prohibited under applicable law, the
following: (1) any requirement that TIMET first take any action whatsoever
against Haynes or any other party, or file any claim in the event of Haynes’
bankruptcy, in order to enforce the obligations of Haynes under this Agreement
or any other Transaction Document, (2) failure to protect, preserve or resort
to any Collateral, (3) failure of TIMET to notify Haynes of any assignment
of the Transaction Documents or any part thereof, (4) all rights if Haynes or
any other person is found not liable for the Debt Obligations secured hereby or
any part thereof for any reason, and regardless of any joinder of Haynes or any
other person in any action to obtain payment or performance of any or all of
the indebtedness secured hereby, and (5) all rights and defenses in
connection with any full or partial release of the liability of Haynes.  Haynes authorizes TIMET, without notice to or
consent of Haynes, and without affecting Haynes’ liability hereunder, from time
to time to change the terms under any document (other those to which Haynes is
a party), including, without



 15
 









limitation,
exchanging, enforcing, waiving or releasing any security with regard to the
Debt Obligations, releasing any other guarantor or exercising or refraining
from exercising any right or remedy of TIMET.


(ix)                                Upon
a Default or an Acceleration Event, Haynes shall be liable for reimbursing
TIMET for all expenses incurred by TIMET as a result of such Default or
Acceleration Event, including, but not limited to, all travel costs,
third-party appraisal fees, report preparation and testing fees, consultants’
fees and reasonable legal fees and expenses.


(x)                                   Haynes
agrees that any disclaimer of warranties in a foreclosure sale of any or all of
the Collateral will not render the sale commercially unreasonable.


9.                                       Injunctive
Relief.  GIVEN THAT TIMET MAY INCUR
SIGNIFICANT DAMAGES IF HAYNES FAILS TO TIMELY SATISFY ITS OBLIGATIONS TO TIMET
AND TIMET’S OPERATIONS MAY BE NEGATIVELY IMPACTED, AND BECAUSE TIMET DOES NOT
HAVE AN ADEQUATE REMEDY AT LAW AND WOULD BE IRREPARABLY HARMED BY SUCH EVENTS
AND BECAUSE THE OPERATING ASSETS ARE UNIQUE, AND BECAUSE HAYNES IS OBTAINING
INTELLECTUAL PROPERTY/KNOW-HOW FROM TIMET THAT WOULD COMPETITIVELY HARM TIMET,
HAYNES AGREES THAT TIMET SHALL BE ENTITLED TO INJUNCTIVE RELIEF (BOTH
PROHIBITIVE AND MANDATORY) IN CONNECTION WITH ANY DEFAULT BY HAYNES UNDER THIS
AGREEMENT OR THE TRANSACTION DOCUMENTS TO AFFORD TIMET ITS RIGHT OF ACCESS
UNDER THIS AGREEMENT, IN ADDITION TO ALL OTHER RIGHTS AND REMEDIES IN LAW OR AT
EQUITY.


10.                                 Representations
and Warranties.  Haynes represents
and warrants to TIMET that:


(a)                                  Title; No Other
Security Interests.  Except for the
security interest granted under this Agreement to TIMET and the Permitted
Encumbrances, Haynes owns the Collateral free and clear of any and all security
interests or claims.


(b)                                 Address; Etc.  Haynes’ chief executive office is set forth
in Section 22 and the location of the Collateral is described in Exhibit C
and neither location shall not be changed without prior written notice to TIMET
(but any such change or the failure of the Collateral to be located at such
address shall not exclude any of the Collateral from being subject to the
security interest granted therein). 
Haynes must immediately advise TIMET in writing of any change in its
name, trade name, address, state of organization, or form of organization.  Haynes’ exact name, entity type and organizational
number issued by the Secretary of State of Delaware are set forth on the first
page hereof.


(c)                                  Trade Names.  Any and all trade names under which Haynes
transacts any part of its business, and all former names of Haynes used since
1986, are those that have been previously disclosed to TIMET in writing.


(d)                                 Accuracy of
Information.  All information,
certificates, or statements given to TIMET under this Agreement are true and
complete in all material respects.



 16
 









11.                                 Covenants.  Haynes covenants and agrees with TIMET that
from and after the date of this Agreement until the Debt Obligations are paid
in full:


(a)                                  Further
Documentation. At any time and from time to time, upon the written request
of TIMET, and at Haynes’ sole expense, Haynes will promptly and duly execute
and deliver to TIMET any and all such further instruments and documents and
take such further action as TIMET may reasonably request for the purpose of
obtaining the full benefits of this Agreement and of the rights and powers
herein granted.


(b)                                 Sales or
Dispositions of Assets.  Haynes will
not sell or otherwise dispose of or encumber the Collateral, except for
Permitted Encumbrances, without the written consent of TIMET; provided,
however, that the foregoing shall not be deemed to restrict a Change in
Control.


(c)                                  Limitations on
Liens.  Haynes shall not permit or
grant any liens (voluntary or involuntary) on any portion of the Collateral,
except Permitted Encumbrances.


(d)                                 Maintenance of
Insurance.  Haynes will at all times
comply with the provisions of Section 7.1 of the Conversion Agreement.


(e)                                  Right of
Inspection; Cooperation.  In addition
to any rights TIMET may have under the Conversion Agreement, TIMET and its
representatives shall, at TIMET’s expense, upon reasonable request and at
reasonable times, have the right to enter into and upon any premises where any
of the Collateral is located for the purpose of inspecting the same, observing
the use thereof or otherwise protecting TIMET’s interests therein.


(f)                                    Notice of
Default.  Haynes will provide
immediate notice to TIMET, by way of facsimile transmission and overnight
express mail service, of its or its attorneys’ or agents’ receipt of any notice
of default under Haynes’ agreements with any secured creditors including but
not limited to taxing authorities. 
Haynes hereby grants to TIMET the option, but not the obligation, to
exercise whatever rights to cure defaults that Haynes has under such agreements
or by law.


(g)                                 Haynes Bankruptcy
Event.  If a Haynes Bankruptcy Event
occurs, Haynes will support any request by TIMET to lift any stay imposed by
any court (bankruptcy or otherwise) that might block or impede TIMET’s exercise
of the Right of Access.


(h)                                 Additional
Contracts.  Upon a Default, Haynes
Bankruptcy Event, Secured Facility Event or Acceleration Event, Haynes
covenants and agrees (i) to provide or otherwise make available to TIMET, its
affiliates, designee(s), successors and permitted assigns all rights,
privileges and benefits arising under any Additional Contract; (ii) to provide
notice of renewal, termination, breach or threatened breach of any Additional
Contract; and (iii) to provide notice of any lapse, revocation or threat of
revocation of any permit or license that constitutes an Additional Contract.  Haynes hereby grants TIMET the option, but
not the obligation, upon a Default, Haynes Bankruptcy Event, Secured Facility
Event or Acceleration Event, (x) to exercise whatever rights to cure any breach
that Haynes has under any Additional Contract or by law and (y) to approach
directly any party to an Additional Contract for the purpose of arranging to
obtain directly from such party all rights, privileges and benefits arising
under such Additional



 17
 









Contract that relate or pertain to the Mill, the Equipment, the Real
Estate or the performance of the Titanium Conversion Services.


12.                                 Haynes’
Remedies.  Upon (a) TIMET’s consent
to the filing of, or TIMET’s commencement or consent to the commencement of, or
a court’s entry of an order for relief in any TIMET Bankruptcy Event under
Chapter 7 of Title 11, United States Code; (b) a TIMET Bankruptcy Event in
which the Conversion Agreement is rejected by order of a court or by operation
of law; or (c) the termination of the Conversion Agreement by TIMET for any
reason other than an Event of Default (as defined in the Conversion Agreement)
or TIMET’s exercise of its rights under Section 8(b) of this Agreement, the
entire unearned portion of the Fee shall be deemed fully earned by Haynes and
nonrefundable to TIMET.


13.                                 Lessor
Acknowledgments.  Upon the request of
TIMET, Haynes will use commercially reasonable efforts to deliver to TIMET
acknowledgements of the lessors of leased Operating Assets to TIMET’s rights
hereunder, in the form attached hereto as Schedule 13.


14.                                 Term.
The rights granted to TIMET under this Agreement shall continue until the
expiration of the term of the Conversion Agreement.


15.                                 Confidential
Information and Data.  Without
limiting TIMET’s rights under this Agreement, to the extent the Operating
Assets include, or TIMET or its designee(s) otherwise comes into possession of
or becomes aware of, Haynes’ trade secrets or proprietary information during
TIMET’s exercise of the Right of Access, TIMET and its designee(s) must (a)
keep the information, data, and trade secrets confidential; and (b) only use
the information, data, and trade secrets during an Access Period in connection
with performing the Titanium Conversion Services.  The provisions of this Section 15 shall
survive the termination of this Agreement. 
TIMET acknowledges and agrees that Haynes will suffer irreparable harm
if TIMET or its designee(s) violate or breach their obligations under this
Section 15.  TIMET agrees that Haynes
shall be entitled to injunctive relief (both prohibitive and mandatory) in
connection with any violations by TIMET or its designee(s) of their obligations
under this Section 15.


16.                                 Indemnification.  Haynes shall indemnify TIMET and each of its
affiliates and designees and their respective officers, directors, employees,
attorneys, and agents from, and hold each of them harmless against, any and all
Claims which any of them may become subject which directly or indirectly arise
from or relate to (a)  TIMET’s exercise of any rights or remedies set
forth in the Transaction Documents, (b) any breach by Haynes of any
representation, warranty, covenant, or other agreement contained in any of the
Transaction Documents, (c) the presence, release, threatened release,
disposal, removal, or cleanup of any hazardous material located on, about,
within, or affecting any of the properties or assets of Haynes, or (d) any
investigation, litigation, or other proceeding, including, without limitation,
any threatened investigation, litigation, or other proceeding, relating to any
of the foregoing; provided that such indemnity shall not be available to the
extent that such losses, liabilities, claims, damages, penalties, judgments,
disbursements, costs, expenses or fees resulted from the gross negligence or
willful misconduct of TIMET or any other indemnitee.  WITHOUT LIMITING ANY
PROVISION OF THIS AGREEMENT OR OF ANY OTHER TRANSACTION DOCUMENT, IT IS THE
EXPRESS INTENTION OF THE PARTIES HERETO THAT EACH PERSON TO BE INDEMNIFIED
UNDER THIS SECTION



 18
 









SHALL BE INDEMNIFIED FROM AND
HELD HARMLESS AGAINST ANY AND ALL CLAIMS ARISING OUT OF OR RESULTING FROM THE
SOLE OR CONTRIBUTORY NEGLIGENCE OF SUCH PERSON.


17.                                 Severability.  Should any provision of this Agreement be
held invalid, prohibited or unenforceable in any one jurisdiction it shall, as
to that jurisdiction only, be ineffective to the extent of such holding without
invalidating the remaining provisions of this Agreement, and any such holding
does not invalidate or render unenforceable that provision in any other
jurisdiction wherein it would be valid and enforceable.


18.                                 Authorization.  The parties executing this Agreement as
representatives warrant that they have the power and authority to execute this
Agreement on behalf of the entity that they represent and that their signatures
bind said entities to the terms of this Agreement.


19.                                 Section
Headings.  The Section headings used
in this Agreement are for convenience of reference only and are not to affect
the construction hereof or be taken into consideration in the interpretation of
this Agreement.  All references to
Sections and Schedules are to Sections and Schedules in or to this Agreement
unless otherwise specified.


20.                                 No
Waiver; Cumulative Remedies.  The
Parties shall not by any act, delay, indulgence, omission, or otherwise be
deemed to have waived any right or remedy under this Agreement or of any breach
of the terms and conditions of this Agreement. 
A waiver by the Parties of any right or remedy under this Agreement on
any one occasion shall not be construed as a bar to any right or remedy that
the Parties would otherwise have had on a subsequent occasion.  No failure to exercise nor any delay in
exercising on the part of either Party of any right, power, or privilege under
this Agreement, shall operate as a waiver, nor shall any single or partial
exercise of any right, power or privilege under this Agreement preclude any
other or future exercise thereof or the exercise of any other right, power or
privilege.  The rights and remedies under
this Agreement are cumulative, may be exercised singly or concurrently, and are
not exclusive of any rights and remedies provided by any other agreements or
applicable law.


21.                                 Waivers
and Amendments; Successors and Assigns. 
No term or provision of this Agreement may be waived, altered, modified,
or amended except by a written instrument, duly executed by Haynes and
TIMET.  This Agreement and all of Haynes’
obligations are binding upon the successors and assigns of Haynes, and together
with the rights and remedies of TIMET under this Agreement, inure to the
benefit of TIMET and its successors and assigns.  Haynes may not assign or transfer any right
or obligation under this Agreement without the prior written consent of
TIMET.  Notwithstanding the foregoing,
Haynes shall be permitted to assign this Agreement to its successor in
connection with a Change in Control provided that such successor assumes all of
Haynes’ obligations under this Agreement and each of the other Transaction
Documents.


22.                                 Governing
Law and Forum.  Except with respect
to the creation, perfection, priority and enforcement of the liens and security
interests created hereby, which shall be construed in accordance with and
governed by the laws of the State of Indiana, this Agreement shall be governed
by, and construed and enforced in accordance with, the laws of the State of
Delaware.  Each of the parties hereby
irrevocably submits to the jurisdiction of the courts of the



 19
 









State of Delaware or the
United States District Court for the District of Delaware, over any suit,
action or proceeding arising out of or relating to this Agreement and covenants
and agrees that such courts shall have exclusive jurisdiction over any such
suit, action or proceeding.  Each party
irrevocably waives, to the fullest extent permitted under applicable law, any
objections it may now or hereafter have to the venue of any suit, action or
proceeding brought in such court and any claim that the same has been brought
in an inconvenient forum.


23.                                 Notices.  All notices, requests, and other
communications that are required or may be given under this Agreement must be
in writing, and shall be deemed to have been given on the date of delivery, if
delivered by hand, telecopy or courier, or three days after mailing, if mailed
by certified or registered mail, postage prepaid, return receipt requested,
addressed as set forth below (which addresses may be changed, from time to
time, by notice given in the manner provided in this Section 22):


	
  

  	
  If to Haynes,
  to:

  	
   

  	
  Haynes International, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
  1020 West Park Avenue

  	
   

  	
   

  
	
   

  	
   

  	
  P.O. Box 9013

  	
   

  	
   

  
	
   

  	
   

  	
  Kokomo, Indiana 46904-9013

  	
   

  	
   

  
	
   

  	
   

  	
  Attn: Marcel Martin, Chief Financial Officer

  	
   

  	
   

  
	
   

  	
   

  	
  Facsimile: (765) 456-6526

  	
   

  	
   

  
	
   

  	
   

  	
  Attn: Stacy S. Kilian, V.P. – General Counsel

  	
   

  	
   

  
	
   

  	
   

  	
  Facsimile: (765) 456-6935

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  with a copy to:

  	
   

  	
  Ice Miller LLP

  	
   

  	
   

  
	
   

  	
   

  	
  One American Square

  	
   

  	
   

  
	
   

  	
   

  	
  34th Floor

  	
   

  	
   

  
	
   

  	
   

  	
  Indianapolis, IN 46282-0200

  	
   

  	
   

  
	
   

  	
   

  	
  Attn: Stephen J. Hackman

  	
   

  	
   

  
	
   

  	
   

  	
  Facsimile: (317) 592-4666

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  If to TIMET, to:

  	
   

  	
  Titanium Metals Corporation

  	
   

  	
   

  
	
   

  	
   

  	
  3 Lincoln Centre

  	
   

  	
   

  
	
   

  	
   

  	
  5430 LBJ Freeway, Suite 1700

  	
   

  	
   

  
	
   

  	
   

  	
  Dallas, Texas 75240

  	
   

  	
   

  
	
   

  	
   

  	
  Facsimile: (972) 448-1445

  	
   

  	
   

  
	
   

  	
   

  	
  Attention: General Counsel

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  with a copy to:

  	
   

  	
  Locke Liddell & Sapp LLP

  	
   

  	
   

  
	
   

  	
   

  	
  2200 Ross Avenue, Suite 2200

  	
   

  	
   

  
	
   

  	
   

  	
  Dallas, Texas 75201

  	
   

  	
   

  
	
   

  	
   

  	
  Facsimile: (214) 740-8800

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:

  	
  Don M. Glendenning, Esq.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Toni Weinstein, Esq.

  	
   

  	
   

  



 


24.                                 No
Intended Third Party Beneficiary. 
The parties hereto acknowledge and agree that, other than the rights of
the indemnitees named herein, the rights and interests of the parties under
this Agreement are intended to benefit solely the parties to this Agreement.



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25.                                 Effectiveness
of this Agreement.  This Agreement
shall be effective upon the completion of the following conditions:


(i)  TIMET’s perfection of its first priority
interest in the Collateral; and


(ii) TIMET’s payment of
the Fee.


26.                                 Counterparts.  This Agreement may be executed in any number
of counterparts and by each party hereto on separate counterparts, each of
which when so executed and delivered shall be an original, but all of which
together shall constitute one and the same instrument, and it shall not be
necessary in making proof of this Agreement to produce or account for more than
one such counterpart.  For purposes of
this Agreement, signatures obtained by facsimile shall constitute original
signatures.


27.                                 Entire
Agreement; Conflicts.  This Agreement
together with the other Transaction Documents and the exhibits and schedules
hereto and thereto, and any other agreements executed in connection herewith or
therewith, constitutes the entire understanding of the parties in connection
with the subject matter hereof.  The
terms and conditions of the Conversion Agreement shall be unaffected by this
Agreement.  To the extent any term or
condition of this Agreement is inconsistent or in conflict with the terms of any
Transaction Document, the terms of this Agreement shall govern and control.


28.                                 CONSULTATION
WITH COUNSEL.  THE PARTIES HERETO
ACKNOWLEDGE THAT THEY HAVE BEEN GIVEN THE OPPORTUNITY TO CONSULT WITH COUNSEL
BEFORE EXECUTING THIS AGREEMENT AND ARE EXECUTING SUCH AGREEMENT WITHOUT DURESS
OR COERCION AND WITHOUT RELIANCE ON ANY REPRESENTATIONS, WARRANTIES OR
COMMITMENTS OTHER THAN THOSE REPRESENTATIONS, WARRANTIES AND COMMITMENTS SET
FORTH IN THIS AGREEMENT.


29.                                 WAIVER
OF JURY TRIAL.  THE PARTIES HERETO
ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT
THIS RIGHT MAY BE WAIVED.  THE PARTIES
EACH HEREBY KNOWINGLY, VOLUNTARILY AND WITHOUT COERCION, WAIVE ALL RIGHTS TO A
TRIAL BY JURY OF ALL DISPUTES ARISING OUT OF OR IN RELATION TO THIS AGREEMENT
OR ANY OTHER AGREEMENTS BETWEEN THE PARTIES. NO PARTY SHALL BE DEEMED TO HAVE
RELINQUISHED THE BENEFIT OF THIS WAIVER OF JURY TRIAL UNLESS SUCH
RELINQUISHMENT IS IN A WRITTEN INSTRUMENT SIGNED BY THE PARTY TO WHICH SUCH
RELINQUISHMENT WILL BE CHARGED.



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IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date first written above.


	
   

  	
  HAYNES INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Francis J. Petro

  	
   

  
	
   

  	
   

  	
  Name: Francis J. Petro

  
	
   

  	
   

  	
  Title: President and CEO

  
	
   

  	
   

  	
   

  
	
   

  	
  TITANIUM METALS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bobby D. O’Brien

  	
   

  
	
   

  	
   

  	
  Name: Bobby D. O’Brien

  
	
   

  	
   

  	
  Title: Executive Vice President and

  
	
   

  	
   

  	
  Chief Financial
  Officer

  



 



 22















SCHEDULE 13


LESSOR’S
ACKNOWLEDGMENT AND CONSENT


While not a party to the Access and Security Agreement
(the “Access Agreement”) between Titanium Metals Corporation (“TIMET”) and
Haynes International, Inc. (“Haynes”) dated November 17, 2006 the undersigned leases
certain real estate and/or equipment to Haynes and, in such capacity, the
undersigned acknowledges, consents to, and agrees with, and agrees to be bound
by, the terms and conditions of the foregoing Agreement, including TIMET’s
right to use the Operating Assets during an Access Period.  Capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in the Access
Agreement.


	
  

  	
  LESSOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: