exhibit_10-25.htm


    EXHIBIT 10.25


       

      Portions
of this Exhibit 10.25 have been omitted based upon a request for confidential
treatment. This Exhibit 10.25, including the non-public information, has been
filed separately with the Securities and Exchange Commission “*” designates
portions of this document that have been redacted pursuant to the request for
confidential treatment filed with the Securities and Exchange
Commission.

      


      


      [Boeing
Letterhead]

      


      


      


      


      November
12, 2009

      


      6-5310-JLM-09-045

      


      Mr. James
Buch

      Timet
Metals Corporation

      Vice
President – Commercial

      224
Valley Creek Blvd.

      Suite
200

      Exton, Pa
19341

      


      Subject:
Amendment  to the 2005 SBP

      


      Dear Mr.
Melville:

      


      This
letter shall serve as an amendment (the “First Amendment”) to those certain
“Special Business Provisions” fully executed between The Boeing Company
(“Boeing”) and Titanium Metals Corporation (“Seller”) as of August 2, 2005 (the
“2005 SBP”).  Simultaneously with the execution of this First
Amendment, Boeing and Seller are entering into a new “Special Business
Provisions” (the “2009 SBP”) and a new “General Terms Agreement” (the “2009
GTA”) for the purchase and sale of titanium products for the calendar years
2011-2015.  Capitalized terms used herein, but not otherwise defined,
shall have the meaning ascribed to them in the 2005 SBP.

      


      As part
of entering into the 2009 SBP and 2009 GTA, Boeing and Seller desire to amend
certain provisions of the 2005 SBP related to (i) *, (ii) *, (iii) * (iv)
*.

      


      By way of
additional background, pursuant to Section 10.F.2 of the 2005 SBP, Boeing has
sent Seller notices *.  In addition, pursuant to Section 1.03 of
Attachment 1 to the SBP, prices for Products *.  Finally, pursuant to
Section 16.2 of the 2005 SBP, under certain circumstances, Boeing agreed to
*.

      


      Now,
therefore, in consideration of the foregoing premises and promises, each of
Boeing and Seller hereby agree that the 2005 SBP is amended as
follows:

      


      1.           *
of the 2005 SBP is hereby amended by inserting a new sentence at the end of the
paragraph as follows:

      


      *

      


      2.           *.

      


      3.           *
of Attachment 1 to the 2005 SBP is hereby amended and restated in its entirety
as follows:

      


      *

      


      
        	
                *

              	
                *

              	
                *

              	
                *

              
	
                *

              	
                *

              	
                *

              	
                *

              	
                *

              
	
                *

              	
                *

              	
                *

              	
                *

              	
                *

              
	
                *

              	
                *

              	
                *

              	
                *

              	
                *

              
	
                *

              	
                *

              	
                *

              	
                *

              	
                *

              


      

      4.           *.

      


      5.       Other
than as set for in this First Amendment, the 2005 SBP remains in full force and
effect in accordance with its terms.

      


      Please
acknowledge your agreement to the foregoing terms by signing below.

      


      Sincerely,

      


      THE
BOEING COMPANY, acting through its division,

      BOEING
COMMERCIAL AIRPLANES

      


      


      By:           /s/ Jeffry L.
Melville                  
                                                                

      Name:      Jeffry L.
Melville                        
   
                                                    

      Title:        Procurement
Agent                   
                                                      

      


      


      ACCEPTED
AND AGREED TO THIS 12th DAY
of November, 2009:

      


      


      TITANIUM
METALS CORPORATION

      


      


      By:           /s/ James
Buch                            
                                                                

      Name:     
James
Buch                                  
                                                                

      Title:       
Vice President –
Commercial