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;
4
(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