EXHIBIT 10.5
AMENDMENT TO XXXXXXXX BAY SLAG SALES AGREEMENT
THIS AMENDING AGREEMENT dated June 1st, 2001 is made by and between XXXXXXXX BAY
IRON AND TITANIUM (PROPRIETARY) LIMITED, a South African corporation with
offices at Xxxxxxxx Bay, Natal, South Africa (hereafter called "RBI") and KRONOS
INC., a Delaware corporation with offices at 0 Xxxxx Xxxxx Xxxxx, Xxxxxxxx, Xxx
Xxxxxx, 00000, XXX (hereinafter "Buyer").
WHEREAS, RBIT and Buyer entered into an agreement for the purchase and sale of
titanium bearing slag produced at RBIT's plant at Xxxxxxxx Bay, Natal, South
Africa (hereafter "RBIT Product") dated as of the 1st day of May, 1995, amended
as of November 3, 1997 and May 1, 1999 (hereafter called the "Agreement");
WHEREAS, the parties wish to amend the Agreement to provide for the extension of
the Term of the Agreement;
NOW THEREFORE, for and in consideration of the covenants and conditions herein
contained, the parties hereto agree to amend the Agreement effective January 1,
2001 as follows:
1. Article III shall be replaced with the following:
This Agreement shall be in effect for a term of twelve (12) years
commending on January 1, 1995 up to and including December 31, 2006 (the
"Term"), subject to prior termination as hereinafter provided.
2. Paragraph D of Article IV of the Agreement shall be replaced by the
following:
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"For 1998 onward the annual Contracted Quantity shall be as follows:
[***]
Buyer shall commit to the actual quantity to be purchased in each of such
years within the above range by written notice to RBIT on or before
September 30th of the previous year, failing which such quantity shall be
determined by RBIT.
[***]
3. The provisions of Paragraph E of Article IV of the Agreement shall also be
interpreted to apply to the Total Quantity and any required adjustments
shall be reflected in the Final Annual Invoice of January 2007.
4. Article V.A.3. shall be replaced with the following:
"3.For 1997 to 2000 inclusively, the Basic Price of RB Slag shall be the
previous year's Basic Price plus Escalation as herein defined. [***]
4.For 2002, the Basic Price of RB Slag shall be the 2001 Basic Price.
[***]
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5.For 2003 to 2006 inclusively, the Basic Price of RB Slag shall be the
previous year's Basic Price plus Escalation as herein defined."
5. In the year 2004 and in each subsequent year during the Term of the
Agreement, if the difference in the escalated Basic Price of RB Slag to
Kronos and the average escalated Basic Price to RBIT's other major
contract customers in any such year is greater than the change in the US
All urban CPI over the 12-month period ending December 31st of the
preceding year, RIT will approach Kronos to realign the Basic Price. If
the parties are unable to agree on a new Basic Price, either party may
terminate the Agreement on 12 months written notice but no sooner than
July 1st, 2005. Contracted Quantities will be prorated if termination
occurs prior to year-end.
Should RBIT offer spot quantities of RB Slag for sale to major contract
customers during the Term of the Agreement, Kronos Inc. shall be offered a
quantity in proportion to its Contracted Quantity and have 7 days in which
to accept or decline such offer.
6. The parties hereby ratify and confirm the terms and conditions of the
Agreement not specifically amended pursuant to this Amending Agreement.
[***] - Confidential treatment requested.
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IN WITNESS WHEREOF, the parties have caused this Amending Agreement to be
executed by their duly authorized representatives.
XXXXXXXX BAY IRON AND TITANIUM KRONOS, INC.
(PROPRIETARY) LIMITED
By: /s/ J. Xxxxxx Xxxxxx By: /s/ Xxxxxxxx X. Xxxxxx
Name: J. Xxxxxx Xxxxxx Name: Xxxxxxxx X. Xxxxxx
Title: Chief Executive Officer/ Title: Chief Executive Officer
Managing Director
