EXHIBIT 10.18
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (the "Second Amendment")
reference _______, dated and effective as of this [ * ] of [ * ] is by and
between ROLLS-ROYCE plc, whose registered office is at 00 Xxxxxxxxxx Xxxx,
Xxxxxx, XX0X 0XX, England, incorporated under the laws of England (Reg. No.
1003142) ("R-R"), and TITANIUM METALS CORPORATION, whose corporate headquarters
are located at 0000 Xxxxxxxx, Xxxxx 0000, Xxxxxx, XX 00000, XXX, a Delaware
corporation ("TIMET"). TIMET and R-R are together referred to as the "Parties."
RECITALS
A. R-R and TIMET have executed an Agreement for Purchase and Sale of Titanium
dated as of [ * ] as amended by the First Amendment to Purchase and Sale
Agreement dated as of [ * ] (together, the "Master Agreement"). Certain
capitalized terms used in this Second Amendment but not defined herein
shall have the meanings ascribed to them in the Master Agreement or in the
Exhibits and Schedules thereto, all of which together form and constitute
the Master Agreement.
B. R-R and TIMET wish to amend the Master Agreement by the terms of this
Second Amendment.
C. Upon execution by both Parties of this Second Amendment, the Master
Agreement shall be amended by this Second Amendment, and, thereafter, the
term "Master Agreement" shall mean that agreement as so amended.
NOW, THEREFORE, the Parties agree that the Master Agreement is amended follows:
AMENDMENTS
1. PRICING MATTERS
1.1 Section 4.1 of the Master Agreement shall be deleted in its entirety and
replaced with the following new Section 4.1:
"4.1 Initial pricing for deliveries of TIMET Titanium Products during the
period from [ * ] through [ * ] shall be as set forth on Schedule 1 to
the Common Terms."
1.2 Section 4.3 of the Master Agreement shall be deleted in its entirety and
replaced with the following new Section 4.3:
"4.3 Pricing for deliveries of TIMET Titanium Products during the period [
* ] through [ * ] shall be adjusted annually, as of January 1 of each
such year (commencing [ * ]) based upon the application of the formula
set forth in Section 3.2 of the Common Terms. TIMET will provide R-R,
* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to such omitted portions.
no later than [ * ] of each year (commencing [ * ]), with TIMET's
calculation of the resulting price change for each TIMET Titanium
Product."
1.3 Sections 3.1 and 3.2 of the Common Terms shall be deleted in their entirety
and replaced with the following new Sections 3.1 and 3.2:
"3.1 Pricing for all TIMET Titanium Products sold to Purchaser will be as
set forth on Schedule 1 to these Common Terms, a current copy of which
is attached hereto, except (a) as otherwise agreed in writing by R-R
and TIMET, or (b) as otherwise provided in this Article 3 for TIMET
Titanium Products originally scheduled for delivery on or after [ * ].
Pricing for TIMET Titanium Products not specifically identified in
Schedule 1 will be established by the mutual agreement of R-R and
TIMET for all Purchase Agreements (R-R acting as agent for Purchaser
in such case). [ * ]. Any such additional prices for new or modified
TIMET Titanium Products will be evidenced by the execution of an
amended and restated Schedule 1 signed by both R-R and TIMET which
shall set forth the effective date of such amended and restated
Schedule 1 and shall thereupon be substituted for the then-current
Schedule 1. Schedule 1 shall be redacted, as appropriate from time to
time, to contain only those TIMET Titanium Products being purchased by
Purchaser."
"3.2 For TIMET Titanium Products originally scheduled for delivery on or
after [*], the prices set forth in the then-current Schedule 1 are
subject to annual adjustment, up or down, subject to an annual
adjustment limitation [ * ] effective January 1 of each such year,
based upon the following formula:
[ * ]
Each successive calculation shall be rounded to the fourth
decimal, except that [ * ] shall be rounded to the second
decimal. All referenced index values to be used in the above
formula shall be index values as of June 30 in the year
specified, and the data for such dates shall be final data not
preliminary data."
2. MISCELLANEOUS
Section 7 of the Master Agreement shall be amended by adding thereto a new
Section 7.6, as follows:
"7.6 Without limiting any existing obligation of R-R to TIMET under the
Master Agreement, R-R agrees that [ * ]."
3. VOLUME COMMITMENT
The version of Section 4.1(a) of the Common Terms that is applicable to R-R and
contained in Section 8.1 of the Master Agreement shall be deleted and replaced
in its entirety by the following new Section 4.1(a) to be included in Section
8.1 of the Master Agreement:
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* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to such omitted portions.
"4.1(a) a volume of TIMET Titanium Products comprised of [ * ] not less
that the greater of the volume identified in subpart (i) or the volume
identified in subpart (ii) below:
[ * ]
4. INGOT VOLUME LIMITATIONS
Section 2.10 of the Common Terms shall be deleted in its entirety and replaced
with the following new Section 2.10:
"2.10Excluded Volume" means, for any given calendar year, the aggregate
volume (rounded to the nearest 50 metric tonnes) of all Titanium
Products purchased directly or indirectly by Purchaser for end use in
an R-R aerospace application from a titanium producer other than TIMET
solely for one of the following reasons: [ * ].
5. TERM; TERMINATION
5.1 Section 5.1 of the Common Terms shall be deleted in its entirety and
replaced with the following new Section 5.1:
"5.1 The Purchase Agreement shall expire on [ * ], if not sooner terminated
in accordance with another provision of this Article 5. TIMET shall
not be obligated to accept any Purchase Order calling for delivery of
a TIMET Titanium Product after such date. The parties agree, however,
that during calendar years [ * ] they shall meet to discuss the terms
on which they might mutually agree to extend this agreement beyond [ *
].
5.2 R-R and TIMET expressly agree and intend that in consideration of their
mutual agreement to enter into this Second Amendment, each of them
respectively waives any rights, conditions or circumstances that existed or
may have existed prior to the execution of this Second Amendment that would
have permitted either party to exercise its termination rights under the
Master Agreement, whether arising under Sections 5.1, 5.2, or 5.3 of the
Master Agreement, Section 5.2 of the Common Terms, or otherwise.
6. RENUMBERING OF CROSS REFERENCES TO AMENDED SECTIONS. To the extent any
sections in the Master Agreement are renumbered upon the effectiveness of
this Second Amendment, all cross-references to such renumbered sections
contained in any part of the Master Agreement shall be deemed to be
revised, as appropriate, to refer to the renumbered section.
7. CONTINUING EFFECTIVENESS OF MASTER AGREEMENT. Except as expressly amended
by this Second Amendment, the Master Agreement shall remain in full force
and effect.
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* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to such omitted portions.
8. COUNTERPARTS. This Second Amendment may be executed in multiple, identical
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.
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* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to such omitted portions.
IN WITNESS WHEREOF, this Second Amendment to Purchase and Sale Agreement is
executed by an authorized representative of each Party to be effective as of the
date first hereinabove set forth.
ROLLS-ROYCE plc
By: /s/ Xxxxx Hole
-------------------------
Name: Xxxxx Hole
-------------------------
Title: Director- Procurement
------------------------
Notices to:
----------
Rolls-Royce plc
X.X. Xxx 00
Xxxxx XX00 0XX, Xxxxxxx
Attn: [ * ]
Purchasing Executive--Castings and Raw Materials
Facsimile No.: [ * ]
TITANIUM METALS CORPORATION
By: /s/ J. Xxxxxx Xxxxxx
----------------------------------
Name: J. Xxxxxx Xxxxxx
---------------------------------
Title: Chairman, President, and CEO
---------------------------------
Notices to: With a copy to:
---------- --------------
TIMET UK Limited Titanium Metals Corporation
X.X. Xxx 000 0000 Xxxxxxxx, Xxxxx 0000
Xxxxxx Denver, Colorado 80202
Xxxxxxxxxx X0 0XX XXX
Xxxxxxx Attn: [ * ]
Attn: [ * ] [ * ]
Facsimile No.: [ * ] Facsimile No.: [ * ]
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* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to such omitted portions.
