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PROCEEDING SHALL HAVE BEEN FILED AGAINST HAYNES AND THE SAME IS NOT WITHDRAWN,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,
3
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,