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
2
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