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.
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 & CEO
TITANIUM METALS CORPORATION
By:
/s/BOBBY D. O'BRIEN
Name:
Bobby D. O'Brien
Title:
Chief Financial Officer
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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:
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EXHIBIT A
FORM OF CONVERSION AGREEMENT
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EXHIBIT B
EQUIPMENT
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EXHIBIT C
REAL PROPERTY