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
5
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