exhibit_10-33.htm


    EXHIBIT 10.33

     

    
 

    Portions
of this Exhibit 10.33 have been omitted based upon a request for confidential
treatment. This Exhibit 10.33, 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.

    


    TITANIUM SPONGE SUPPLY
AGREEMENT

    


    This
Agreement is executed on the 4th day
of January 2010, having an effective date of December 18, 2009, by and between
Toho
Titanium Co., Ltd., a company organized and existing under the laws of
Japan,
having its principal place of business at 3-3-5
Chigasaki, Chigasaki-City, Kanagawa-Pref. 253-8510 Japan (hereinafter
called “Toho”) and Titanium Metals Corporation, a company organized and existing
under the laws of the State of Delaware, having its principal place of business
at Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240
(hereinafter called “TIMET”).  Toho and TIMET are hereinafter
collectively called the “Parties” and individually a “Party.”

    


    WITNESSETH:

    


    WHEREAS,
TIMET requires a stable supply of Commodity (as hereinafter defined) for use at
its facilities;

    


    WHEREAS,
Toho is desirous of providing TIMET with a stable supply of Commodity throughout
the term hereof;

    


    WHEREAS,
TIMET is desirous of obtaining an assurance by Toho that TIMET will have a
stable source of supply of Commodity, and Toho is willing to provide such
assurance;

    


    WHEREAS, Toho and TIMET have previously
entered into a Titanium Sponge Supply Agreement for the purchase and sale of
titanium sponge dated as of November 14th,
2007 (the “Former Supply Agreement”); and

    


    WHEREAS,
Toho and TIMET desire to terminate the Former Supply Agreement.

    


    NOW,
THEREFORE, in consideration of the premises and mutual covenants herein
contained, the parties agree as follows:

    


    ARTICLE 1. TERMINATION OF
SUPPLY AGREEMENT

    


    Upon
execution of this Agreement by Toho and TIMET, the Former Supply Agreement shall
be automatically terminated and revoked without further action by the
Parties.  The termination of the Former Supply Agreement shall not
affect the rights of the Parties that have accrued thereunder prior to such
termination.

    
 

    ARTICLE 2.
DEFINITIONS

    


    
      	
              2.1

            	
              As
      used in this Agreement, the following terms shall have the meanings as
      specified below:

            


    

    


       
“All Other Types” means SP80, HP120, and HP250 as set out in the Appendix
A.

    


    “Annual
Confirmation” shall have the meaning set forth in Article 4.1.

    


    “Business
Day” shall mean any day other than Saturday, Sunday or national holiday in the
United States of America or Japan.

    


    “Calculation
Notice” shall have the meaning set forth in Article 8.1.

    


    “Commodity”
shall mean Structural Grade (as defined below), Disc Quality (as defined below)
and All Other Types of titanium sponge meeting the Specifications (as defined
below) set forth on Appendix A.

    


    “Commodity
Mix” shall have the meaning set forth in Article 5.3.

    


    “Consignment
Agreement” means the Titanium Sponge Consignment Agreement dated 14 November
2007 by and between Toho and TIMET and attached hereto as Appendix
B.

    


    “Consignment
Place” shall have the meaning set forth in Clause 2.1 of the Consignment
Agreement.

    


    “Contract
Year” means each year from 1st
January to 31st
December during the term of this Agreement, commencing with the year of 1st
January to 31st
December 2011.

    


    “Cost
Adjustment” shall have the meaning set forth in Article 6.4(a).

    


    “Currency
Adjustment” shall have the meaning set forth in Article 6.5(a).

    


    “Disc
Quality” shall mean titanium sponge produced by Toho meeting Specification RMS
71.4.

    


    “Firm
Annual Quantity” shall have the meaning set forth in Articles
5.1(b).

    


    “Firm
Price” shall have the meaning set forth in Article 6.1.

    


    “Forecast
Quantity” shall have the meaning set forth in Article 5.1(a).

    


    “Force
Majeure” shall have the meaning set forth in Article 16.

    


    “Former
Supply Agreement” shall have the meaning set forth in the recitals
hereto.

    


    
      	
               
      

            	
              “Mitsui
      EUROPE” means Mitsui & Co. Europe
PLC.

            


    

    


    “MT”
shall have the meaning set forth in Article 5.2.

    


    “Price
Disagreement” shall have the meaning set forth in Article 7.1.

    


    “Specification”
means the latest version of the specifications for differing purities of
Commodity (Structural Grade, Disc Quality and All Other Types), which are
attached hereto as Appendix A.

    


    “Structural
Grade” shall mean titanium sponge produced by Toho meeting Specification RMS
72.4.

    


    “Take or
Pay Payment” shall have the meaning set forth in Article 8.2.

    


    “Termination
Date” shall have the meaning set forth in Article 14.1.

    


    “TIMET
Final Counteroffer” shall have the meaning set forth in Article
7.2(b)(ii).

    


    “TIMET
Final Offer” shall have the meaning set forth in Article 7.3(a).

    


    “Toho
Facility” means any titanium sponge production facility of Toho located in
Japan.

    


    “Toho
Final Counteroffer” shall have the meaning set forth in Article
7.3(b)(ii).

    


    “Toho
Final Offer” shall have the meaning set forth in Article 7.2(a).

    


    ARTICLE 3.
DELIVERY

    


    Toho
agrees to deliver to TIMET, and TIMET agrees to take delivery from Toho of
Commodity in the amount of the Firm Annual Quantity at the Firm Price pursuant
to the provisions of the Consignment Agreement.  In case of a
discrepancy between this Agreement and the Consignment Agreement, the former
shall prevail.

    


    ARTICLE 4. TIMET ANNUAL
CONFIRMATION

    


    
      	
              4.1

            	
              The
      Firm Price of each specification of Commodity under this Agreement during
      each Contract Year shall be confirmed by TIMET and Toho in writing
      (hereinafter called the “Annual Confirmation”), which shall be made
      annually within thirty (30) days after the Parties have agreed to the Firm
      Price of Commodity for the next Contract Year.  The form of the
      Annual Confirmation is attached hereto as Appendix C.  The
      Annual Confirmation also will set forth the Commodity Mix (as defined
      below).

            


    

    


    
      	
              4.2

            	
              The
      Annual Confirmation shall stipulate the monthly delivery schedule of
      Commodity in the applicable Contract
Year.

            


    

    


    
      	
              4.3

            	
              Each
      Annual Confirmation shall be deemed to incorporate the terms and
      conditions set forth in this Agreement and the Consignment
      Agreement.  If there is any conflict or difference in
      interpretation between this Agreement and any Annual Confirmation, the
      terms and conditions of this Agreement shall supersede those of said
      Annual Confirmation, and any such conflicting or different terms or
      conditions shall be deemed rejected by the other Party, unless such
      conflicting or different terms or conditions are incorporated into the
      relevant Annual Confirmation by writing or typing conspicuously on the
      Annual Confirmation and identifying the specific changes to this Agreement
      as an amendment and signed by the duly authorized representatives of TIMET
      and Toho.

            


    

    


    
      	
              ARTICLE 5.
      QUANTITY

            


    

    


    
      	
              5.1

            	
              (a)

            	
              By
      * of each Contract Year, TIMET shall provide Toho with an estimate of
      quantity of Commodity (including the estimated quantity of each type of
      Commodity) to be purchased and taken delivery of by TIMET for the next
      Contract Year pursuant to the Consignment Agreement (the “Forecast
      Quantity”).  Toho and TIMET shall agree by * to the actual
      quantity and price of Commodity by Specification to be supplied by Toho to
      TIMET pursuant to the Consignment Agreement during the following Contract
      Year.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      quantity agreed to by * shall be final and binding quantity for both
      Parties (the “Firm Annual Quantity”), provided that, where relevant,
      *  in the case that the Parties fail to reach agreement on the
      annual quantity in the relevant Contract
Year.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Both
      the Forecast Quantity for the following Contract Year under this Agreement
      and the Firm Annual Quantity shall be within the range of quantities
      permitted as set forth in Article
5.2.

            


    

    


    
      	
              5.2

            	
              For
      Contract Year 2011, the Firm Annual Quantity of Disc Quality Commodity
      shall be *  and the Firm Annual Quantity of Structural Grade
      Commodity shall be *.  For Contract Years 2012-2025, the Parties
      have established a range for the minimum and maximum Firm Annual Quantity
      of Commodity *  as
follows:

            


    

    


    
      	
              *

            	
              *

            	
              *

            
	
              *

            	
              *

            	
              *

            
	
              *

            	
              *

            	
              *

            


    

    


    *

    
      	
              5.3

            	
              For
      Contract Years 2011 – 2025 the Commodity Mix by Specification (hereinafter
      called the “Commodity Mix”) with respect to All Other Types of Commodity
      and for Contract Years 2012 – 2025 the Commodity Mix with respect to Disc
      Quality and Structural Grade Commodity will be subject to the limitations
      as follows:

            


    

    


    
      	
              *

            	
              *

            	
              *

            
	
              *

            	
              *

            	
              *

            
	
              *

            	
              *

            	
              *

            


    

    


    For the
avoidance of doubt, the Firm Annual Quantity of All Other Types of Commodity
shall be included in the Disc Quality minimum and maximum, as the case may
be.

    


    From
Contract Year 2012 to the expiration or termination of this Agreement, TIMET
will provide to Toho an initial forecast (hereinafter called the “Initial
Forecast”) for the total volume of Commodity and Commodity Mix on or prior to
*  Such initial forecast shall include *.  TIMET will
provide Forecast Quantity by updating such Initial Forecast on
*.  Toho shall agree to the final Commodity Mix requested by TIMET if
the total volumes of Commodity are within the permitted minimums and maximums
set forth in Article 5.2 and the volumes of Disc Quality and Structural Grade
are within the permitted minimum and maximum set forth in Article 5.3 and the
volume of All Other Types of Commodity are *. The
Maximum combined quantity of All Other Types of Commodity (SP80, HP120 and
HP250) shall be reasonable in comparison with the past actual quantity ordered
by TIMET. *, the Parties will agree on the final Commodity Mix for such year. In
the case that the Parties fail to reach agreement on the final Commodity Mix in
the relevant Contract Year, the minimum quantity of the All Other Types of
Commodity set forth in Initial Forecast shall be deemed to be the final quantity
for All Other Types of Commodity.

    


    
      	
              5.4

            	
              *

            


    

    


    
      	
              ARTICLE 6.
      PRICE

            


    

    


    
      	
              6.1

            	
              On
      or prior to *, Toho will provide to TIMET the price for the Commodity for
      the upcoming Contract Year.  (In the event that there is a Cost
      Adjustment (as defined below) or a Currency Adjustment (as defined below)
      applicable to the upcoming Contract Year, Toho will provide to TIMET the
      price for the Commodity by *.) The Parties will engage in negotiation
      within the applicable price ranges detailed in Article 6.3, and will take
      into consideration the market situation of titanium sponge in their final
      agreement on the price of Commodity to be reached by * of the year that
      precedes such Contract Year (the “Firm Price”).  If no agreement
      is reached by *, the terms of Article 7 shall
  apply.

            


    

    


    
      	
              6.2

            	
              The
      Firm Price shall be set out in each Annual Confirmation issued pursuant to
      Article 4.1. All prices are stipulated in U.S. Dollars per kilogram, DDU
      (notwithstanding any provisions of the Consignment Agreement, as defined
      in INCOTERMS 2000) Consignment Place basis, and the Firm Price shall be
      held final and binding on both Parties for the applicable Contract
      Year.

            


    

    


    
      	
              6.3

            	
              The
      permissible price ranges for the minimum and maximum Firm Price shall be
      as set forth in the table below, as adjusted pursuant to Articles 6.4 and
      6.5 below. The price range below, adjusted as applicable, for the
      Commodity shall be applicable for each Contract Year during the term of
      this Agreement.

            


    

    


    
      	
              *

            	
              *

            	
              *

            
	
              *

            	
              *

            	
              *

            
	
              *

            	
              *

            	
              *

            
	
              *

            	
              *

            	
              *

            
	
              *

            	
              *

            	
              *

            
	
              *

            	
              *

            	
              *

            


    

    


    
      	
               
      

            	
              6.4

            	
              (a)

            	
              *

            


    

    


    (b)               *

    


    (c)               *

    


    
      	
               
      

            	
              (d)

            	
              With
      respect to the Benchmark and Reference Indices for feedstock (i.e., the
      BM-F and the RI-F), TIMET shall be permitted upon advance written notice
      to audit Toho’s books and records to verify the actual and estimated
      purchase costs incurred to purchase all rutile feedstock for all periods
      relevant to the Cost Adjustment
calculation.

            


    

    


    
      	
               
      

            	
              (e)

            	
              The
      Parties shall complete the calculation of the Cost Adjustment to the price
      range by *.

            


    

    


    
      	
              

                6.5

              

            	
              

                (a)

              

            	
              

                *

              

            	
               

            


    

    


    
      	
               
      

            	
              (b)

            	
              *

            


    

    


    (c)               
*

    


    
      	
               
      

            	
              (d)

            	
              The
      Parties shall complete the calculation of the Currency Adjustment to the
      price range by *.

            


    

    


    ARTICLE 7. PRICE
DISAGREEMENT

    


    
      	
              7.1

            	
              In
      the event that TIMET and Toho fail to agree on the Firm Price of the
      Commodity for any Contract Year pursuant to the provisions set forth in
      Article 6 on or before *  (the “Price Disagreement”), the terms
      and conditions of this Article 7 shall
apply.

            


    

    


    
      	
              7.2

            	
              In
      case that the following Contract Year is an odd
  year:

            


    

    


    
      	
               
      

            	
              (a)

            	
              *,
      Toho shall make an offer to TIMET in writing (hereinafter called “Toho’s
      Final Offer”), which will consist of the lowest prices (within the
      applicable price range) at which Toho is willing to sell the Firm Annual
      Quantity of the Commodity for such Contract
  Year.

            


    

    


    
      	
               
      

            	
              (b)

            	
              *,
      TIMET shall respond to Toho in writing as
  follows:

            


    

    


    
      	
               
      

            	
              (i)

            	
              by
      accepting Toho’s Final Offer; or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              by
      making its final offer price to Toho (hereinafter called “TIMET’s Final
      Counteroffer”), which will consist of the highest prices (within the
      applicable price range) at which TIMET is willing to purchase the Firm
      Annual Quantity of the Commodity for such Contract
  Year.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Unless
      the price of Commodity is mutually agreed by both Parties *, the price of
      Commodity stipulated in TIMET’s Final Counteroffer shall be deemed to be
      accepted by Toho and to be the Firm
Price.

            


    

    


    
      	
              7.3

            	
              In
      case that the following Contract Year is an even
  year:

            


    

    


    
      	
               
      

            	
              (a)

            	
              *,
      TIMET shall make an offer to Toho in writing (hereinafter called “TIMET’s
      Final Offer”), which will consist of the highest prices (within the
      applicable price range) at which TIMET is willing to purchase the Firm
      Annual Quantity of the Commodity for such Contract
  Year.

            


    

    


    
      	
               
      

            	
              (b)

            	
              *,
      Toho shall respond to TIMET in writing as
  follows:

            


    

    


    
      	
               
      

            	
              (i)

            	
              by
      accepting TIMET’s Final Offer; or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              by
      making its final offer price to TIMET (hereinafter called “Toho’s Final
      Counteroffer”), which will consist of the lowest prices (within the
      applicable price range) at which Toho is willing to sell the Firm Annual
      Quantity of the Commodity for such Contract
  Year.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Unless
      the price of Commodity is mutually agreed by both Parties *, the price of
      Commodity stipulated in Toho’s Final Counteroffer shall be deemed to be
      accepted by TIMET and to be the Firm
Price.

            


    

    


    ARTICLE 8. TAKE OR
PAY

    


    
      	
              8.1

            	
              *,
      Toho will calculate the amount of Commodity actually sold by Toho to TIMET
      hereunder for the immediately preceding Contract Year and shall advise
      TIMET in writing of the result of such calculation (hereinafter called the
      “Calculation Notice”).  If TIMET objects to such calculation, it
      shall advise Toho in writing of its objection within *  after
      receipt of the Calculation Notice.  The date on which the
      Parties agree in writing as to such calculation shall be referred to as
      the “Calculation Date.”

            


    

    


    
      	
              8.2

            	
              *

            


    

    


    
      	
              8.3

            	
              The
      liquidated damages in the amount of the Take or Pay Payment stipulated in
      Article 8.2 shall settle all the damages arising from TIMET’s failure to
      take delivery of the full amount of the Firm Annual Quantity
      *.

            


    

    


    ARTICLE 9.
PAYMENT

    


    Pursuant
to Clause 3.4 of the Consignment Agreement, the payment term for Commodity sold
and delivered to TIMET by Toho pursuant to the Consignment Agreement shall be
within *  after the end of the month during which the sale shall have
taken place pursuant to Clause 3.2 of the Consignment Agreement and shall be
effected by bank remittance to such bank account as designated by
Toho.

    


    ARTICLE 10. TITLE AND
RISK

    


    Title to
and risk of loss of or damage to Commodity shall pass from Toho to TIMET,
pursuant to the provisions of the Consignment Agreement.

    


    
      	
              ARTICLE 11.
      SHIPMENT

            


    

    


    
      	
              11.1

            	
              The
      shipment of Commodity hereunder shall be made in accordance with the
      delivery schedule in the Annual Confirmation. Toho agrees to deliver the
      Commodity within *  before or after the delivery schedule in the
      Annual Confirmation.  If any scheduled shipment (other than due
      to Force Majeure) is delayed by more than *  from the scheduled
      delivery date, and the Commodity held in Consignment is not sufficient to
      cover for such late delivery, TIMET may, at its sole election, provide
      written notice to Toho of TIMET’s election to (i) *; or (ii) take delivery
      of the delayed Commodity within *  of receipt of TIMET’s notice
      of election, and Toho agrees to supply the Commodity to TIMET on a first
      priority basis, with time of the essence in performance, until all TIMET’s
      orders have been brought current with the original delivery
      schedule.  *.

            


    

    


    
      	
              11.2

            	
              TIMET
      shall use commercially reasonable efforts to schedule the shipments of
      Commodity to be evenly spread by calendar quarter (and also evenly spread
      in each calendar month) during each Contract Year.  The Parties
      understand, however, that actual quantities of Commodity to be purchased
      and taken delivery of by TIMET may vary upward or downward from
      quarter-to-quarter and month-to-month, depending on TIMET’s production
      requirements and availability of Commodity and on the production of
      Commodity at the Toho Facility.  For the avoidance of doubt, the
      actual quantity of Commodity to be delivered in each Contract Year shall
      in no way affect the obligation of TIMET or Toho with regard to delivery
      of the entire Firm Annual Quantity throughout the relevant Contract
      Year.

            


    

    


    
      	
              ARTICLE 12
      WARRANTY

            


    

    


    
      	
              12.1

            	
              Toho
      warrants to TIMET that Toho holds and will pass marketable title to the
      goods sold under the Consignment
Agreement.

            


    

    


    
      	
              12.2

            	
              Toho
      warrants to TIMET that Commodity shall strictly conform to the applicable
      Specification.

            


    

    


    
      	
              12.3

            	
              In
      the event that Commodity sold by Toho to TIMET hereunder does not conform
      to the warranty set forth in Article 12.2 above, then Toho shall, at its
      sole cost and expense, remove or otherwise dispose of such non-conforming
      Commodity and replace it promptly with an equivalent quantity of Commodity
      which conforms to such warranty.  Toho’s obligation to remove or
      dispose of and replace non-conforming Commodity with conforming Commodity
      shall not be applicable in the event TIMET fails to give notice of such
      non-conformity as provided for in Article
13.

            


    

    


    
      	
              12.4

            	
              Except
      for such warranties, no warranties whatsoever, express or implied, with
      respect to any quantities of Commodity delivered to TIMET hereunder are
      made by Toho and Toho expressly disclaims any warranty of merchantability,
      express, implied or statutory, with respect to such quantities of
      Commodity, and further disclaims any warranty of fitness for any
      purpose.

            


    

    


    
      	
              ARTICLE 13
      INSPECTION

            


    

    


    TIMET
shall inspect all Commodity delivered by Toho and inform Toho pursuant to Clause
2.3 of the Consignment Agreement if the Commodity does not conform to the
Specifications.

    


    
      	
               
      

            	
              ARTICLE 14. TERM AND
      TERMINATION

            


    

    


    
      	
              14.1

            	
              This
      Agreement shall be effective as of the 18th
      day of December 2009 and remain effective until December 31, 2025 (the
      “Termination Date”).

            


    

    


    
      	
              14.2

            	
              This
      Agreement shall terminate upon the occurrence of any of the
      following:

            


    

    


    
      	
               
      

            	
              (a)

            	
              the
      Termination Date;

            


    

    


    
      	
               
      

            	
              (b)

            	
              exercise
      of the right to terminate this Agreement set forth in Article 14.3 or 14.4
      below.

            


    

    


    
      	
              14.3

            	
              If
      either Party commits a material breach of this Agreement, the Annual
      Confirmation or the Consignment Agreement, the non-breaching Party may
      give a written notice demanding the breaching Party to remedy such breach,
      if such breach is capable of being remedied.  If the breaching
      Party fails to remedy the same within ninety (90) days (or fails to
      commence efforts to remedy the same within thirty (30) days) after receipt
      of such notice or such breach is not capable of being remedied, the
      non-breaching Party has a right to terminate this Agreement immediately by
      written notice to the breaching
Party.

            


    

    


    
      	
              14.4

            	
              Either
      Party has a right to terminate this Agreement immediately if bankruptcy,
      insolvency, reorganization proceedings, or any other proceedings analogous
      in nature or effect, are instituted by or against the other Party, or the
      other Party is dissolved or liquidated, whether voluntarily or
      involuntarily, or if a receiver or trustee is appointed for all or a
      substantial part of the assets of the other Party or if the other Party
      makes an assignment for the benefit of creditors
  generally.

            


    

    


    
      	
              14.5

            	
              The
      termination of this Agreement shall not affect the rights of the Parties
      that have accrued hereunder prior to such
  termination.

            


    

    


    
      	
              14.6

            	
              Notwithstanding
      Clause 5 of the Consignment Agreement, both Parties agree not to terminate
      the Consignment Agreement unless this Agreement is
    terminated.

            


    

    


    
      	
              14.7

            	
              An
      obligation to pay under Article 8 or Article 11.1 if accrued prior to the
      date of termination of this Agreement, shall survive the termination of
      this Agreement.

            


    

    


    
      	
              ARTICLE 15.
      HARDSHIP

            


    

    


    The
Parties declare it to be their intention that the provisions of this Agreement
shall operate between them fairly without detriment to the interests of either
Party and this understanding forms the basis upon which this Agreement has been
negotiated and entered into.  If, during the course of the performance
of this Agreement, one Party notifies the other Party of its good faith belief
that, due to factors beyond the control of such Party, the terms of contract
contained herein have ceased to be fair or have become inequitable, including,
without limitation, substantial changes in economic circumstances from the
circumstances existing at the date hereof, then the Parties shall discuss the
situation and consider all contents hereof for possible
amendment.  There shall be no consequence under this Agreement if no
amendment is made as a result of such discussions.

    


    
      	
              ARTICLE 16. FORCE
      MAJEURE

            


    

    


    
      	
              16.1

            	
              Neither
      Party shall be liable for a failure to perform or delay in performing all
      or any part of this Agreement, the Consignment Agreement, or of any Annual
      Confirmation when such failure or delay is due to any cause or
      circumstance beyond the reasonable control of such Party including,
      without limitation, acts of God, fire, flood, storms, earthquake, typhoon,
      tidal wave, plague or other epidemics, laws, governmental orders,
      regulations, sanctions or restrictions, war (whether declared or not),
      armed conflict, or the serious threat of the same, hostilities,
      mobilization, blockade, embargo, detention, revolution, riot, looting,
      lockout, strike or other labor dispute or unavailability of transportation
      (each an event of “Force Majeure”).

            


    

    


    
      	
              16.2

            	
              If
      any of the events of Force Majeure occurs and the failure or delay caused
      thereby cannot be cured within ninety (90) days, any part of the Annual
      Confirmation affected thereby shall be deemed not to form a part of such
      Annual Confirmation and the Parties shall be discharged from any relevant
      obligations thereunder accordingly.

            


    

    


    
      	
              16.3

            	
              The
      Party affected by an event of Force Majeure shall promptly notify the
      other Party, in writing, as to its commencement and
      termination.  The Party so affected shall take commercially
      reasonable steps to resume performance hereunder with the least possible
      delay.

            


    

    


    
      	
              16.4

            	
              In
      the event of any Force Majeure occurring, both Parties shall use their
      commercially reasonable endeavors to find out possible lawful means to
      minimize the loss and damage resulting from such circumstances and may
      also seek alternative means to give effect to the objects of this
      Agreement.

            


    

    


    
      	
              ARTICLE 17.
      ARBITRATION

            


    

    


    
      	
              17.1

            	
              If
      there shall be any dispute under this Agreement (excluding that related to
      the Price Disagreement set forth in Article 7), the regular
      representatives of the Parties shall use their best efforts to resolve the
      matter on an amicable basis and in a manner fair to the Parties. If one
      Party notifies another Party that a dispute has arisen and the Parties are
      unable to resolve such dispute within a period of thirty (30) days from
      such notice, then the matter shall be referred to arbitration under
      Article 17.2

            


    

    


    
      	
              17.2

            	
              If
      a dispute is not resolved in the manner and within the period described in
      Article 17.1, the dispute shall be referred by either Party for final
      settlement by arbitration in accordance with the Rules of Arbitration of
      the International Chamber of Commerce. One arbitrator appointed in
      accordance with said Rules shall decide the matters in
      dispute.

            


    

    


    
      	
              17.3

            	
              The
      place of arbitration shall be New York City, New York, USA. The costs of
      arbitration, including reasonable attorneys’ fees, shall be awarded as the
      arbitrator shall equitably determine. The award shall set forth the legal
      and factual bases therefor.

            


    

    


    
      	
              17.4

            	
              The
      award of the arbitrator shall be final and binding and not subject to any
      appeal.  Judgment on the award may be entered in any court
      having jurisdiction thereof or having jurisdiction over the unsuccessful
      Party or its assets.

            


    

    


    
      	
              17.5

            	
              When
      adjudicating a dispute or proceeding among the Parties, the arbitrator
      shall be instructed to first apply the contractual provisions hereof and
      the mutual intent of the Parties as set forth in this Agreement and any
      Annual Confirmations that are part of such dispute or
      proceeding.

            


    

    


    
      	
              17.6

            	
              If
      a dispute, controversy or claim other than an issue of material breach is
      submitted to arbitration pursuant to this Article 17, the Parties, during
      the period of such arbitral proceedings and pending the making of an
      arbitral award, shall continue to perform their respective obligations
      under this Agreement insofar as the circumstances reasonably shall allow
      without prejudice to a final adjustment in accordance with the arbitral
      award made in respect of that dispute, controversy or
    claim.

            


    

    


    
      	
              ARTICLE 18. GOVERNING
      LAW

            


    

    


    This
Agreement and any Annual Confirmation shall be in all respects governed by and
construed in accordance with the laws of the State of New York, USA without
regard to the conflicts of laws principles of England.

    


    
      	
              ARTICLE 19. ENTIRE
      AGREEMENT

            


    

    


    With the
exception of the Consignment Agreement, this Agreement, including the agreements
represented in the Appendices hereto, constitutes the entire agreement among the
Parties regarding the subject matter contained herein and wholly cancels,
terminates and supersedes all previous negotiations, agreements and commitments,
whether formal or informal, oral or written, with respect to the subject matter
hereof.

    


    
      	
              ARTICLE 20.
      AMENDMENTS

            


    

    


    This
Agreement shall not be amended, changed or modified in any manner except by an
instrument in writing signed by duly authorized representatives of all the
Parties.

    


    
      	
              ARTICLE 21
      CONFIDENTIALITY

            


    

    


    
      	
              

                21.1

              

            	
              

                (a)

              

            	
               

            	
              Neither
      Party shall disclose to any other person any information relating to or
      referring to the matters in this Agreement that such party (the “Receiving
      Party”) has received from the other party
  except:

            


    

    


    
      	
               
      

            	
              (i)

            	
              to
      the extent such information was in the lawful possession of the Receiving
      Party without confidentiality restrictions prior to its receipt thereof
      from the disclosing Party;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              to
      the extent such information is or becomes public knowledge without the
      fault of the Receiving Party;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              where
      disclosure is required by law or is made in compliance with the order of
      any court of competent jurisdiction or by the rules or regulations of any
      stock exchange on which any securities of the Parties or any of their
      affiliates are registered, or any regulatory or statutory
      body;

            


    

    


    
      	
               
      

            	
              (iv)

            	
              in
      the case of Toho to its subsidiaries or affiliates, or employees,
      consultants, advisors, lawyers, accountants or bankers of any of the
      foregoing, provided that such recipients of information are made aware of
      the confidentiality of such
information;

            


    

    


    
      	
               
      

            	
              (v)

            	
              in
      the case of TIMET, to its subsidiaries, its affiliates or its or its
      subsidiaries or affiliates’ employees, consultants, advisors, lawyers,
      accountants or bankers, provided that such recipients of information are
      made aware of the confidentiality of such
  information

            


    

    


    
      	
               
      

            	
              (vi)

            	
              where
      it is independently developed by it or any of its affiliates without usage
      of any information that is confidential under this
    Agreement;

            


    

    


    
      	
               
      

            	
              (vii)

            	
              is
      or becomes available to the Receiving Party on an unrestricted basis from
      a source having a right to make such disclosure;
  or

            


    

    


    
      	
               
      

            	
              (viii)

            	
              is
      made available on an unrestricted basis by a third
  party.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Parties will attempt to limit the exchange of information relating to or
      referring to the matters dealt with in this Agreement to only such
      information reasonably necessary for the purposes of this
      Agreement.

            


    

    
      	
               
      

            	 


    

    
      	
              ARTICLE 22.
      ASSIGNMENT

            


    

    


    
      	
              22.1

            	
              This
      Agreement shall be binding upon and inure to the benefit of the Parties
      and their respective successors and permitted
  assigns.

            


    

    


    
      	
              22.2

            	
              Neither
      Party shall assign, transfer or otherwise dispose of its rights or
      obligations under this Agreement and the Annual Confirmation, in whole or
      in part, without the prior written permission of the other Party which
      will not be unreasonably withheld.

            


    

    


    
      	
              ARTICLE 23. NO
      WAIVER

            


    

    


    
      	
              23.1

            	
              No
      failure to exercise or delay in exercising any right or remedy under this
      Agreement, the Consignment Agreement, or under any Annual Confirmation by
      any Party shall operate as a waiver thereof or of any other right or
      remedy which such Party may have hereunder or thereunder, nor shall any
      single or partial exercise of such right or remedy preclude any further
      exercise thereof or of any other right or remedy which such Party may have
      hereunder or thereunder.

            


    

    


    
      	
              23.2

            	
              The
      rights and remedies provided herein are cumulative and not exclusive of
      any rights and remedies provided by law, in equity or
      otherwise.

            


    

    


    
      	
              ARTICLE 24.
      SEVERABILITY

            


    

    


    In the
event that any provision or any portion of any provision of this Agreement turns
out to be invalid, illegal or unenforceable under any applicable law, such
provision or portion thereof shall be deemed to be deleted from this Agreement
and the validity of the remainder of this Agreement shall remain unaffected
thereby.

    


    
      	
              ARTICLE 25.
      NOTICES

            


    

    


    
      	
              25.1

            	
              All
      notices, requests or other communications required or permitted to be
      given hereunder shall be in writing in the English language and shall be
      sent by registered mail, postage prepaid, or e-mail or facsimile (with
      confirmation by registered mail, postage prepaid) to the Party at its
      address set forth below or to such other address as may from time to time
      be notified by any Party to the other in accordance with this Article
      25.1:

            


    

    


    If to
TIMET:                      Titanium
Metals Corporation

    Attn:
General Counsel

    3 Lincoln
Centre

    5430 LBJ
Freeway, Suite 1700

    Dallas,
Texas 75240-2697

    Facsimile:  (972)
448-1445

    


    With a
copy
to:                TIMET
UK Limited

    PO Box
704, Witton Birmingham B6 7UR

    Attention:
Purchase Manager

    Facsimile:
0121-332-5338

    


    If to
Toho
:                        Toho
Titanium Co., Ltd.

    3-3-5
Chigasaki, Chigasaki-City

    Kanagawa-Pref.
253-8510 Japan

    Attention:
General Manager, Titanium Sales Dept.

    Facsimile:
81-467-82-6661

    


    With a
copy
to:                 Toho
Titanium America Co., Ltd.

    2500 City
West Blvd., Siite300

    Houston,
Texas 77042

    Attention:
President

    Facsimile:

    


    With a
copy
to:                 Toho
Titanium Europe Co., Ltd.

    City
Tower, 40 Basinghall Street, EC2V 5DE

    London,
UK

    Attention:
Managing Director

    Facsimile:

    


    
      	
              25.2

            	
              All
      notices shall be deemed to have been given when duly transmitted by e-mail
      or facsimile or seven (7) days after such notice has been deposited in the
      mail and sent by registered mail as the case may
  be.

            


    

    


    ARTICLE 26.
HEADINGS

    


    The
headings of this Agreement are inserted for convenience of reference only and
shall not affect the construction or interpretation hereof.

    


    ARTICLE 27. LANGUAGE;
CURRENCY

    


    English
shall be the official language of this Agreement.  Except as expressly
stated otherwise, all currency figures in this Agreement are expressed in United
States dollars.

    


    ARTICLE 28.
CONFLICTS

    


    If there
is any conflict or difference in interpretation between this Agreement and the
Consignment Agreement, the terms and conditions of this Agreement shall
supersede those of the Consignment Agreement, unless provided otherwise in this
Agreement.

    


    ARTICLE 29.
COUNTERPARTS

    


    This
Agreement may be executed in two or more counterparts each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.

    


    ARTICLE 30. TAXES AND
DUTIES

    


    All taxes
and duties imposed on the sale of Commodity to TIMET by Toho hereunder shall be
the responsibility of TIMET; provided, however, that any taxes imposed on Toho’s
income shall be the responsibility of Toho.

    


    ARTICLE 31.
COOPERATION

    


    In the
event that TIMET determines to construct a new titanium sponge plant in the
future (excluding any partnership, joint venture, acquisition or investment with
or in a third party or parties), TIMET agrees to enter into discussions with
Toho concerning possible cooperation between the Parties prior to TIMET’s
construction of such new titanium sponge plant.  In the event that
Toho is unable or unwilling to accommodate any new or further supply that TIMET
may desire on terms acceptable to TIMET, Toho agrees to enter into discussions
with TIMET concerning the possibility of participation or cooperation in TIMET’s
plans and location of such new titanium sponge plant.  In the event
that Toho determines to construct a new titanium sponge plant in the future
(excluding any partnership, joint venture, acquisition or investment with or in
a third party or parties), Toho agrees to enter into discussions with TIMET
concerning possible cooperation between the parties prior to Toho’s construction
of such new titanium sponge plant.  For purposes of clarity, neither
party is obligated by the provisions of this Article 31 to continue discussions
beyond an initial meeting or to enter into any agreement with the other party
concerning the subject matter hereof.

    


    ARTICLE 32. APPOINTMENT OF
AGENT

    


    TIMET
agrees that Toho will be permitted to appoint Mitsui EUROPE or its affiliates as
its agent to perform certain services under this Agreement (without cost to
TIMET), including but not limited to, delivery and shipment of the Commodity
hereunder, provided, however, that Toho shall remain obligated to TIMET
hereunder for all such services performed by Mitsui EUROPE.

    


    ARTICLE 33. APPOINTMENT OF
DISTRIBUTORS

    


    TIMET
agrees that Toho will be permitted to appoint Toho Titanium America Co., Ltd.
and Toho Titanium Europe Co., Ltd., which are both wholly owned subsidiaries of
Toho, as its distributors of Commodity.

    


    


    


    


    
      	
               
      

            	
              [Signature
      page follows.]

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their
respective duly authorized representatives on the day and year first above
written.

    


    Toho
Titanium Co., Ltd.

    


    By:  /s/
S. Watanabe

    Name:  Shinichi
Watanabe

    Title:  Senior
Executive Managing Officer

    


    Titanium
Metals Corporation

    


    By:  /s/
Henry S. Seiner

    Name:  Henry
S. Seiner

    Title:
Vice President

    



    
      
         


      

      
         


        
          

        

      

      
         


        
          
            	
                     

                  	
                    RAW
      MATERIAL SPECIFICATION

                  	
                    RMS: 71.4

                  
	
                    REV: 3

                  
	
                    PREMIUM
      GRADE

                    TITANIUM
      SPONGE

                    CLASS
      A RAW MATERIAL

                  	
                    DATE:15
      Dec 08

                  
	 
      	
                    PAGE: 
      1 of 6

                  


          

          


        

      

    


    


     

    
      	
               
      

            	
              SCOPE

            


    

     

    
      	
               
      

            	
              1.1

            	
              This
      specification covers the manufacture of premium quality titanium sponge
      produced by the Vacuum Distillation Process for use in making titanium
      alloy products for premium grade aerospace
  applications.

            


    

     

    
      	
               
      

            	
              1.2

            	
              This
      product shall be controlled by a written Method of Manufacture agreed
      between supplier and TIMET.  No change shall be made to the
      Method of Manufacture without prior approval by
  TIMET.

            


    

     

    
      	
               
      

            	
              1.3

            	
              This
      is a TIMET designated Class “A” raw
material.

            


    

     

     

    
      	
              2

            	
              ACKNOWLEDGEMENT

            


    

     

    The
manufacturer, defined throughout this specification as the supplier, shall
explicitly incorporate this specification, RMS 71.4 and revision number in all
quotations, certification and acknowledgements.

     

     

    
      	
              3

            	
              APPLICABLE
      DOCUMENTS

            


    

     

    
      	
               
      

            	
              3.1

            	
              TIMET
      RMS 1000 Critical
      Aerospace Application Raw Material Quality Systems Requirements
      (latest revision).

            


    

     

    
      	
               
      

            	
              3.2

            	
              PWA
      1201, Titanium
      Sponge (latest revision).

            


    

     

    
      	
               
      

            	
              3.3

            	
              PWA
      300, Control of
      Materials, Processes and Parts (latest
  revision)

            


    

     

    
      	
               
      

            	
              3.4

            	
              PWA
      370, Engineering Source
      Approval (latest revision)

            


    

     

    
      	
               
      

            	
              3.5

            	
              GE
      P1TF95, Control of
      Materials Used in the Melting of Premium Quality Titanium Base
      Metals (latest revision).

            


    

     

     

    
      	
              4

            	
              TECHNICAL
      REQUIREMENTS

            


    

     

    
      	
               
      

            	
              4.1

            	
              Composition

            


    

     

    Material
shall conform to the percentages by weight shown in Table
I.  Determination shall be by applicable ASTM, spectrographic or other
analytical methods acceptable to TIMET.

     

    
      	
               
      

            	
              4.2

            	
              Table
      1:  Chemical
Analysis

            


    

     

    The
following elements shall be determined and shall not exceed the limits detailed
below. *

     

     

    
      
        
           


        

        
           


          
            

          

        

        
           


          
            
              	
                       

                    	
                      RAW
      MATERIAL SPECIFICATION

                    	
                      RMS: 71.4

                    
	
                      REV: 3

                    
	
                      PREMIUM
      GRADE

                      TITANIUM
      SPONGE

                      CLASS
      A RAW MATERIAL

                    	
                      DATE:15
      Dec 08

                    
	 
      	
                      PAGE:  2
      of 6

                    


            

            


          

        

      

    

    Table 1

     

    
      	
              Element

            	
              Blend wt%

            
	
              *

            	
              *

            
	
              *

            	
              *

            
	
              *

            	
              *

            
	
              *

            	
              *

            
	
              *

            	
              *

            
	
              *

            	
              *

            
	
              *

            	
              *

            
	
              *

            	
              *

            
	
              *

            	
              *

            
	
              *

            	
              *

            
	
              *

            	
              *

            
	
              *

            	
              *

            
	
              *

            	
              *

            
	
              *

            	
              *

            
	
              *

            	
              *

            
	
              *

            	
              *

            


    

     

    Should
any of the elements fall outside these limits, the Supplier must submit a
Nonconforming Material Request form for TIMET approval as defined in RMS
1000.

     

    
      	
               
      

            	
              4.3

            	
              Hardness

            


    

     

    The
hardness of each lot of material shall be determined by methods agreed between
the Supplier and TIMET. *;
determination is not required for routine acceptance.

     

    
      	
               
      

            	
              4.4

            	
              Quality

            


    

     

    
      	
               
      

            	
              4.4.1

            	
              Sponge
      shall be uniform in appearance, thoroughly blended and free from high
      density inclusions, oxides, nitrides, slag particles, discolored
      particles, non-metallic and all other foreign
  materials.

            


    

     

    
      	
               
      

            	
              4.4.2

            	
              Sponge
      particles from each lot (batch) or blend of lots shall be visually
      inspected to an established inspection procedure to a frequency as agreed
      in the Method of Manufacture to remove any particle(s) of unusual color or
      physical appearance.  Any particle(s) that are suspected of burn
      shall be sent for analysis.  Only the portion of the sponge
      particle that exhibits the unusual color or physical appearance shall be
      tested for nitrogen.

            


    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


          
            
              	
                       

                    	
                      RAW
      MATERIAL SPECIFICATION

                    	
                      RMS: 71.4

                    
	
                      REV: 3

                    
	
                      PREMIUM
      GRADE

                      TITANIUM
      SPONGE

                      CLASS
      A RAW MATERIAL

                    	
                      DATE:15
      Dec 08

                    
	 
      	
                      PAGE:  3
      of 6

                    


            

            


          

        

      

    

     

     

    
      	
               
      

            	
              4.4.3

            	
              No
      sponge shall be used when *.

            


    

     

    
      	
               
      

            	
              4.4.4

            	
              No
      sponge shall be used which has been subjected to a fire or has been
      produced in equipment that has experienced a fire until that equipment has
      been cleaned, inspected for damage and has produced sponge not used for
      product meeting this specification.

            


    

     

    
      	
               
      

            	
              4.4.5

            	
              Specific
      procedures must be available dealing with control of any dense metal tools
      used in the processing/inspection areas, e.g. tungsten or tungsten
      carbide.

            


    

     

    
      	
               
      

            	
              4.4.6

            	
              *.

            


    

     

    
      	
               
      

            	
              4.4.7

            	
              *.

            


    

     

    
      	
               
      

            	
              4.4.8

            	
              Every
      effort must be made to keep 4.4.6 and 4.4.7 to a minimum and despatch all
      of one (1) batch at the same time if
possible.

            


    

     

    
      	
               
      

            	
              4.5

            	
              Screen
      Analysis

            


    

     

    The
titanium sponge shall be in the particle size range listed below.

     

    
      	
              Size
      Range

            	
              Amount

            
	
              *

            	
              *

            


    

     

               The
following size ranges shall be reported on the certificate of
analysis:

     

    
      	
              Size
      Range

            
	
              *

            


    

     

    
      	
               
      

            	
              4.6

            	
              Bulk
      Density

            


    

     

     

    
      
        
           


        

        
           


          
            

          

        

         

         

        
           


          
            
              	
                       

                    	
                      RAW
      MATERIAL SPECIFICATION

                    	
                      RMS: 71.4

                    
	
                      REV: 3

                    
	
                      PREMIUM
      GRADE

                      TITANIUM
      SPONGE

                      CLASS
      A RAW MATERIAL

                    	
                      DATE:15
      Dec 08

                    
	 
      	
                      PAGE:  4
      of 6

                    


            

            


          

        

      

    

     

    *

     

    
      	
               
      

            	
              4.7

            	
              Sampling

            


    

     

    A
representative sample will be obtained by abstracting a representative portion
of the stream of material, when lot is being fed into drums during
packaging.  The size of the sample will be defined in the approved
process outline.  The minimum size of the sample sent to TIMET and
removed from the representative portion will be 5kg, and this will be sent with
the lot in drum 1. For the first delivery of sponge every year, and upon request
at any other time, the supplier will make available to TIMET a slice of the
manufacturers evaluation ingot. This shall be sent to the attention of the Raw
Materials Quality Engineer of TIMET UK.

     

     

    
      	
              5

            	
              IDENTIFICATION

            


    

     

    The body of each drum
shall be legibly marked with the words “Titanium Sponge”, along with the lot
number, the drum number and the supplier of the sponge.  The lot
number shall be repeated on the diametrically opposite side to the primary
markings, on the top third of the drum in characters at least 40mm (1.6”)
high.

     

     

    
      	
              6

            	
              PACKAGING

            


    

     

    *

     

    
      	
              7

            	
              SHIPPING

            


    

     

    
      	
               
      

            	
              7.1

            	
              All
      containers and shipping papers must be in compliance with applicable
      regulations.  The product shall be prepared for shipment in
      accordance with commercial practice and in compliance with applicable
      rules and regulations pertaining to handling, packaging and transportation
      to ensure carrier acceptance and safe
delivery.

            


    

     

    
      	
               
      

            	
              7.2

            	
              For
      shipment overseas, an entire blend shall be contained in one overseas
      shipping container.

            


    

     

    
      	
               
      

            	
              7.3

            	
              Within
      each delivery the drums will be arranged in order of lot and drum
      number.

            


    

     

    
      	
               
      

            	
              7.4

            	
              The
      method of packing and delivery will not be altered without the prior
      agreement of TIMET.

            


    

     

    
      	
               
      

            	
              7.5

            	
              The
      samples that are required by Section 4 of this specification shall be
      packed in No.1 drum of the lot.

            


    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


          
            
              	
                       

                    	
                      RAW
      MATERIAL SPECIFICATION

                    	
                      RMS: 71.4

                    
	
                      REV: 3

                    
	
                      PREMIUM
      GRADE

                      TITANIUM
      SPONGE

                      CLASS
      A RAW MATERIAL

                    	
                      DATE:15
      Dec 08

                    
	 
      	
                      PAGE:  5
      of 6

                    


            

            


          

        

      

    

     

     

    
      	
              8

            	
              CERTIFICATION

            


    

     

    The
manufacturer will send to TIMET, FAO the Technical Officer – Raw Materials,
prior to, or at the time of despatch a certificate of analysis in duplicate
stating the TIMET specification number and giving:

     

    
      	
               
      

            	
              8.1

            	
              Average
      values from the chemical analysis of the blends, along with particle size
      analysis and hardness of each lot as per section 4 of this
      specification.

            


    

     

    
      	
               
      

            	
              8.2

            	
              Statement
      that material meets this RMS, RMS 1000, PWA 1201, PWA 300, PWA 370 and GE
      P1TF 95 and material has been manufactured in accordance with the
      applicable method of manufacture and/or applicable end user agreements. If
      a non-integrated process is used, this must be
  stated.

            


    

     

    
      	
               
      

            	
              8.3

            	
              Details
      of any non-conformances and/or process change requests that apply on the
      first lot.

            


    

     

     

    
      	
              9

            	
              NON-CONFORMANCE

            


    

     

    Per RMS
1000.

     

     

    
      	
              10

            	
              QUALITY
      ASSURANCE

            


    

     

    Per RMS
1000.

     

     

    
      	
              11

            	
              OTHER
      CRITERIA

            


    

     

    
      	
               
      

            	
              11.1

            	
              The
      order of precedence shall be any applicable agreements between TIMET and
      the supplier, the requirements listed on the TIMET Purchase Order or
      contract, RMS 71.4 (latest revision) and RMS 1000 (latest
      revision).

            


    

     

    
      	
               
      

            	
              11.2

            	
              Acceptance
      of this RMS by the supplier must be acknowledged and a signed copy of such
      acceptance shall be returned to TIMET Purchasing Manager.  The
      acceptance must indicate the date from which material to the new
      specification will be despatched to
TIMET.

            


    

     

     

    12           REVISION
HISTORY:

     

    
      	
              Revision
      3:

            	
              15
      Dec 08

            	
              Major
      rewrite to bring specification up to date and more in-line with all other
      raw material specifications.

            


    

    APPROVED:

     

    
      
        
           


        

        
           


          
            

          

        

        
           


          
            
              	
                       

                    	
                      RAW
      MATERIAL SPECIFICATION

                    	
                      RMS: 71.4

                    
	
                      REV: 3

                    
	
                      PREMIUM
      GRADE

                      TITANIUM
      SPONGE

                      CLASS
      A RAW MATERIAL

                    	
                      DATE:15
      Dec 08

                    
	 
      	
                      PAGE:  6
      of 6

                    


            

            


          

        

      

    

     

    


    
      	
              RK
      Bolingbroke

            	
              15/12/08

            	 
      	
              Yvon
      MILLET

            	
              15
      Dec 08

            
	
              Quality
      and Technology Manager, Witton

            	
              Date

            	 
      	
              Quality
      and Technology Manager, Savoie

            	
              Date

            
	
              Michael
      Hausman

            	
              12
      Dec 08

            	 
      	
              JR
      Berger

            	
              10
      Dec 08

            
	
              Quality
      and Technology Manager, Morgantown

            	
              Date

            	 
      	
              Quality
      and Technology Manager, Henderson

            	
              Date

            
	
              J
      Horodecky

            	
              15
      Dec 08

            	 
      	
              Margaret
      Bolding

            	
              12
      Dec 08

            
	
              Purchasing
      Manager, Europe

            	
              Date

            	 
      	
              Purchasing
      Manager, Henderson

            	
              Date

            
	
              Nicholas
      D. Corby, III

            	
              12/12/08

            	 
      	 
      	 
      
	
              Purchasing
      Manager, Morgantown

            	
              Date

            	 
      	 
      	 
      


    

    



    
      
         


      

      
         


        
          

        

      

      
         


        
          


          
            	
                     

                  	
                    RAW
      MATERIAL SPECIFICATION

                  	
                    RMS: 71.5

                  
	
                    REV: 4

                  
	
                    TITANIUM
      SPONGE

                    PREMIUM
      QUALITY

                    SUPER/HIGH
      PURITY (SP80/HP120, HP250)

                  	
                    DATE:15
      Dec 08

                  
	 
      	
                    PAGE: 
      1 of 6

                  


          

          


        

      

    


    


     

    
      	
              1

            	
              SCOPE

            


    

     

    
      	
               
      

            	
              1.1

            	
              This
      specification covers the manufacture of premium quality titanium sponge
      produced by the Vacuum Distillation Process for use in making titanium
      alloy products for premium grade aerospace
  applications.

            


    

    
      	
               
      

            	
              1.2

            	
              This
      product shall be controlled by a written Method of Manufacture agreed
      between supplier and TIMET.  No change shall be made to the
      Method of Manufacture without prior approval by
  TIMET.

            


    

    
      	
               
      

            	
              1.3

            	
              This
      is a TIMET designated Class “A” raw
material.

            


    

    
      	
              2

            	
              ACKNOWLEDGEMENT

            


    

    The
manufacturer, defined throughout this specification as the supplier, shall
explicitly incorporate this specification, RMS 71.5 and revision number in all
quotations, certification and acknowledgements.

    
      	
              3

            	
              APPLICABLE
      DOCUMENTS

            


    

    
      	
               
      

            	
              3.1

            	
              TIMET
      RMS 1000 Critical
      Aerospace Application Raw Material Quality Systems Requirements
      (latest revision).

            


    

    
      	
               
      

            	
              3.2

            	
              PWA
      1201, Titanium
      Sponge (latest revision).

            


    

    
      	
               
      

            	
              3.3

            	
              PWA
      300, Control of
      Materials, Processes and Parts (latest
  revision)

            


    

    
      	
               
      

            	
              3.4

            	
              PWA
      370, Engineering Source
      Approval (latest revision)

            


    

    
      	
               
      

            	
              3.5

            	
              GE
      P1TF95, Control of
      Materials Used in the Melting of Premium Quality Titanium Base
      Metals (latest revision).

            


    

    
      	
              4

            	
              TECHNICAL
      REQUIREMENTS

            


    

    
      	
               
      

            	
              4.1

            	
              Composition

            


    

    Material
shall conform to the percentages by weight shown in Table
I.  Determination shall be by applicable ASTM, spectrographic or other
analytical methods acceptable to TIMET.

    
      	
               
      

            	
              4.2

            	
              Table
      1:  Chemical
Analysis

            


    

    The
following elements shall be determined and shall not exceed the limits detailed
below.  *.


    
      
         


      

      
         


        
          

        

      

      
         


        
          


          
            	
                     

                  	
                    RAW
      MATERIAL SPECIFICATION

                  	
                    RMS: 71.5

                  
	
                    REV: 4

                  
	
                    TITANIUM
      SPONGE

                    PREMIUM
      QUALITY

                    SUPER/HIGH
      PURITY (SP80/HP120, HP250)

                  	
                    DATE:15
      Dec 08

                  
	 
      	
                    PAGE: 
      2 of 6

                  


          

          


        

      

    


    Table 1

     

    
      	
              *

            	
              *

            
	
              *

            	
              *

            
	
              *

            	
              *

            
	
              *

            	
              *

            
	
              *

            	
              *

            
	
              *

            	
              *

            
	
              *

            	
              *

            
	
              *

            	
              *

            
	
              *

            	
              *

            
	
              *

            	
              *

            
	
              *

            	
              *

            
	
              *

            	
              *

            
	
              *

            	
              *

            
	
              *

            	
              *

            
	
              *

            	
              *

            
	
              *

            	
              *

            


    

     

    The
maximum Iron plus Nickel content of the sponge shall be reported separately as
follows: *

     

    Should
any of the elements fall outside these limits, the Supplier must submit a
Nonconforming Material Request form for TIMET approval as defined in RMS
1000.

     

    
      	
               
      

            	
              4.3

            	
              Hardness

            


    

     

    The
hardness of each lot of material shall be determined by methods agreed between
the Supplier and TIMET. *;
determination is not required for routine acceptance.

     

    
      	
               
      

            	
              4.4

            	
              Quality

            


    

     

    
      	
               
      

            	
              4.4.1

            	
              Sponge
      shall be uniform in appearance, thoroughly blended and free from high
      density inclusions, oxides, nitrides, slag particles, discolored
      particles, non-metallic and all other foreign
  materials.

            


    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


          
            


            
              	
                       

                    	
                      RAW
      MATERIAL SPECIFICATION

                    	
                      RMS: 71.5

                    
	
                      REV: 4

                    
	
                      TITANIUM
      SPONGE

                      PREMIUM
      QUALITY

                      SUPER/HIGH
      PURITY (SP80/HP120, HP250)

                    	
                      DATE:15
      Dec 08

                    
	 
      	
                      PAGE:  3
      of 6

                    


            

            


          

        

      

    

     

    
      	
               
      

            	
              4.4.2

            	
              Sponge
      particles from each lot (batch) or blend of lots shall be visually
      inspected to an established inspection procedure to a frequency as agreed
      in the Method of Manufacture to remove any particle(s) of unusual color or
      physical appearance.  Any particle(s) that are suspected of burn
      shall be sent for analysis.  Only the portion of the sponge
      particle that exhibits the unusual color or physical appearance shall be
      tested for nitrogen.

            


    

     

    
      	
               
      

            	
              4.4.3

            	
              *

            


    

     

    
      	
               
      

            	
              4.4.4

            	
              No
      sponge shall be used which has been subjected to a fire or has been
      produced in equipment that has experienced a fire until that equipment has
      been cleaned, inspected for damage and has produced sponge not used for
      product meeting this specification.

            


    

     

    
      	
               
      

            	
              4.4.5

            	
              Specific
      procedures must be available dealing with control of any dense metal tools
      used in the processing/inspection areas, e.g. tungsten or tungsten
      carbide.

            


    

     

    
      	
               
      

            	
              4.4.6

            	
              *

            


    

     

    
      	
               
      

            	
              4.4.7

            	
              *

            


    

     

    
      	
               
      

            	
              4.4.8

            	
              Every
      effort must be made to keep 4.4.6 and 4.4.7 to a minimum and despatch all
      of one (1) batch at the same time if
possible.

            


    

     

    
      	
               
      

            	
              4.5

            	
              Screen
      Analysis

            


    

     

    The
titanium sponge shall be in the particle size range listed below.

     

    
      	
              Size
      Range

            	
              Amount

            
	
              *

            	
              *

            


    

     

        The
following size ranges shall be reported on the certificate of
analysis:

    
      	
              Size
      Range

            
	
              *

            


    

     

    
      	
               
      

            	
              4.6

            	
              Bulk
      Density

            


    

     

     

    *

     

    
      
        
           


        

        
           


          
            

          

        

        
           


          
            


            
              	
                       

                    	
                      RAW
      MATERIAL SPECIFICATION

                    	
                      RMS: 71.5

                    
	
                      REV: 4

                    
	
                      TITANIUM
      SPONGE

                      PREMIUM
      QUALITY

                      SUPER/HIGH
      PURITY (SP80/HP120, HP250)

                    	
                      DATE:15
      Dec 08

                    
	 
      	
                      PAGE:  4
      of 6

                    


            

            


          

        

      

    

     

     

    
      	
               
      

            	
              4.7

            	
              Sampling

            


    

     

    A
representative sample will be obtained by abstracting a representative portion
of the stream of material, when lot is being fed into drums during
packaging.  The size of the sample will be defined in the approved
process outline.  The minimum size of the sample sent to TIMET and
removed from the representative portion will be 5kg, and this will be sent with
the lot in drum 1.  For the first delivery of sponge every year, and
upon request at any other time, the supplier will make available to TIMET a
slice of the manufacturers evaluation ingot. This shall be sent to the attention
of the Raw Materials Quality Engineer of TIMET UK.

     

     

    
      	
              5

            	
              IDENTIFICATION

            


    

     

    The body of each drum
shall be legibly marked with the words “Titanium Sponge”, along with the lot
number, the drum number and the supplier of the sponge.  The lot
number shall be repeated on the diametrically opposite side to the primary
markings, on the top third of the drum in characters at least 40mm (1.6”) high.
Each drum will have a yellow band, with the marking `SP80`, `HP120` or `HP250`
(depending on the particular grade of sponge) clearly written on the drum
body.

     

     

    
      	
              6

            	
              PACKAGING

            


    

     

     

    
      	
              7

            	
              *
  SHIPPING

            


    

     

    
      	
               
      

            	
              7.1

            	
              All
      containers and shipping papers must be in compliance with applicable
      regulations.  The product shall be prepared for shipment in
      accordance with commercial practice and in compliance with applicable
      rules and regulations pertaining to handling, packaging and transportation
      to ensure carrier acceptance and safe
delivery.

            


    

     

    
      	
               
      

            	
              7.2

            	
              For
      shipment overseas, an entire blend shall be contained in one overseas
      shipping container.

            


    

     

    
      	
               
      

            	
              7.3

            	
              Within
      each delivery the drums will be arranged in order of lot and drum
      number.

            


    

     

    
      	
               
      

            	
              7.4

            	
              The
      method of packing and delivery will not be altered without the prior
      agreement of TIMET.

            


    

     

    
      	
               
      

            	
              7.5

            	
              The
      samples that are required by Section 4 of this specification shall be
      packed in No.1 drum of the lot.

            


    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


          
            


            
              	
                       

                    	
                      RAW
      MATERIAL SPECIFICATION

                    	
                      RMS: 71.5

                    
	
                      REV: 4

                    
	
                      TITANIUM
      SPONGE

                      PREMIUM
      QUALITY

                      SUPER/HIGH
      PURITY (SP80/HP120, HP250)

                    	
                      DATE:15
      Dec 08

                    
	 
      	
                      PAGE:  5
      of 6

                    


            

            


          

        

      

    

     

    
      	
              8

            	
              CERTIFICATION

            


    

     

     The
manufacturer will send to TIMET, FAO the Technical Officer – Raw Materials,
prior to, or at the time of despatch a certificate of analysis in duplicate
stating the TIMET specification number and giving:

     

    
      	
               
      

            	
              8.1

            	
              Average
      values from the chemical analysis of the blends, along with particle size
      analysis and hardness of each lot as per section 4 of this
      specification.

            


    

     

    
      	
               
      

            	
              8.2

            	
              Statement
      that material meets this RMS, RMS 1000, PWA 1201, PWA 300, PWA 370 and GE
      P1TF 95 and material has been manufactured in accordance with the
      applicable method of manufacture and/or applicable end user agreements. If
      a non-integrated process is used, this must be
  stated.

            


    

     

    
      	
               
      

            	
              8.3

            	
              Details
      of any non-conformances and/or process change requests that apply on the
      first lot.

            


    

     

     

    
      	
              9

            	
              NON-CONFORMANCE

            


    

     

    Per RMS
1000.

     

     

    
      	
              10

            	
              QUALITY
      ASSURANCE

            


    

     

    Per RMS
1000.

     

     

    
      	
              11

            	
              OTHER
      CRITERIA

            


    

     

    
      	
               
      

            	
              11.1

            	
              The
      order of precedence shall be any applicable agreements between TIMET and
      the supplier, the requirements listed on the TIMET Purchase Order or
      contract, RMS 71.5 (latest revision) and RMS 1000 (latest
      revision).

            


    

     

    
      	
               
      

            	
              11.2

            	
              Acceptance
      of this RMS by the supplier must be acknowledged and a signed copy of such
      acceptance shall be returned to TIMET Purchasing Manager.  The
      acceptance must indicate the date from which material to the new
      specification will be despatched to
TIMET.

            


    

     

     

    12           REVISION
HISTORY:

     

    
      	
              Revision
      4:

            	
              15
      Dec 08

            	
              Major
      rewrite to bring specification up to date and more in-line with all other
      raw material specifications.

            


    

    APPROVED:

     

    
      
        
           


        

        
           


          
            

          

        

        
           


          
            


            
              	
                       

                    	
                      RAW
      MATERIAL SPECIFICATION

                    	
                      RMS: 71.5

                    
	
                      REV: 4

                    
	
                      TITANIUM
      SPONGE

                      PREMIUM
      QUALITY

                      SUPER/HIGH
      PURITY (SP80/HP120, HP250)

                    	
                      DATE:15
      Dec 08

                    
	 
      	
                      PAGE: 6
      of 6

                    


            

            


          

        

      

    

     

    


    
      	
              RK
      Bolingbroke

            	
              15/12/08

            	 
      	
              Yvon
      MILLET

            	
              15
      Dec 08

            
	
              Quality
      and Technology Manager, Witton

            	
              Date

            	 
      	
              Quality
      and Technology Manager, Savoie

            	
              Date

            
	
              Michael
      Hausman

            	
              12
      Dec 08

            	 
      	
              JR
      Berger

            	
              10
      Dec 08

            
	
              Quality
      and Technology Manager, Morgantown

            	
              Date

            	 
      	
              Quality
      and Technology Manager, Henderson

            	
              Date

            
	
              J
      Horodecky

            	
              15
      Dec 08

            	 
      	
              Margaret
      Bolding

            	
              12
      Dec 08

            
	
              Purchasing
      Manager, Europe

            	
              Date

            	 
      	
              Purchasing
      Manager, Henderson

            	
              Date

            
	
              Nicholas
      D. Corby, III

            	
              12
      Dec 08

            	 
      	 
      	 
      
	
              Purchasing
      Manager, Morgantown

            	
              Date

            	 
      	 
      	 
      


    


    
      
         


      

      
         


        
          

        

      

      
         


        
          


          
            	
                     

                  	
                    RAW
      MATERIAL SPECIFICATION

                  	
                    RMS: 71.5

                  
	
                    REV: 4

                  
	
                    TITANIUM
      SPONGE

                    PREMIUM
      QUALITY

                    SUPER/HIGH
      PURITY (SP80/HP120, HP250)

                  	
                    DATE:15
      Dec 08

                  
	 
      	
                    PAGE:  7
      of 6

                  


          

          


        

      

    


    Appendix
B:  Consignment Agreement

    


    



    
      
         


      

      
         


        
          

        

      

      
         


        
          


          
            	
                    [Missing Graphic Reference]

                  	
                    RAW
      MATERIAL SPECIFICATION

                  	
                    RMS: 71.5

                  
	
                    REV: 4

                  
	
                    TITANIUM
      SPONGE

                    PREMIUM
      QUALITY

                    SUPER/HIGH
      PURITY (SP80/HP120, HP250)

                  	
                    DATE:15
      Dec 08

                  
	 
      	
                    PAGE:  8
      of 6

                  


          

          


        

      

    


    Appendix
C:  Form of Annual Confirmation

    


    


    

Titanium Metals Corporation/TIMET UK
Ltd.

    ____________

    ____________

    ____________

    


    (Insert Date)   

    


    Dear 
Sirs:

    


    



    ANNUAL
CONFIRMATION

    


    Please
refer to the Titanium Sponge Supply Agreement dated (Insert Date) and the Titanium
Sponge Consignment Agreement dated (Insert Date) between you
(“TIMET”)
and us (“Toho”).  The
capitalized terms used in this letter shall have the same meaning as defined in
the aforementioned Agreements.  For the avoidance of doubt, the
reference herein to the term “Commodity” shall, where required, include the
reference to the term “Material” in the Titanium Sponge Consignment
Agreement.

    


    
It is hereby agreed in accordance with
Article 4 of the Titanium Sponge Supply Agreement that the following shall apply
to deliveries and withdrawals of the Commodity to and from the Consignment Place
during the period 1st
January 200_ through 31st
December 20__  in accordance with the terms of the Titanium Sponge
Consignment Agreement.

    


    1.           Quantity
:

    As agreed
pursuant to Article 5 of the Titanium Sponge Supply Agreement, Toho shall
deliver the following quantities of the Commodity to TIMET during the period
1st
January  20__ and 31 December 200_:

     

    


     

    -
Structural Grade:   (insert
quantity)

    - Disc
Quality:     (insert
quantity)

     

    
      
        
           


        

        
           


          
            

          

        

        
           


          
            


            
              	
                       

                    	
                      RAW
      MATERIAL SPECIFICATION

                    	
                      RMS: 71.5

                    
	
                      REV: 4

                    
	
                      TITANIUM
      SPONGE

                      PREMIUM
      QUALITY

                      SUPER/HIGH
      PURITY (SP80/HP120, HP250)

                    	
                      DATE:15
      Dec 08

                    
	 
      	
                      PAGE:  9
      of 6

                    


            

            


          

        

      

    

     

    -
SP80:                                (insert
quantity)

    -
HP120:                             (insert
quantity)

    -
HP250:                             (insert
quantity)

    Total                          (insert
quantity)

    


     

    TIMET
agrees to purchase the
Commodity in accordance with the terms and conditions of the Titanium Sponge
Consignment Agreement.

    


    2.           Price :

    As agreed
pursuant to Article 6 and Article 7 (if applicable) of the Titanium Sponge
Supply Agreement the following Firm Prices in US$ shall be applied to deliveries
into the consignment from 1 January 20__ to 31 December 20__ :

    


    -
Structural
Grade:           US$                      /Kg           DDU
Consignment Place

    - Disc
Quality                   US$                      /KG          DDU
Consignment Place

    -
SP80:                               US$                      /Kg           DDU
Consignment Place

    -
HP120:                             US$                      /Kg          
DDU Consignment Place

    -
HP250:                             US$                      /Kg           DDU
Consignment Place

    


    


    3.           Deliveries :  Toho
shall use reasonable endeavour to ship the Commodity from Japan by sea to meet
the target delivery schedule as specified in the attachment no. 1 to this Annual
Confirmation.  However Toho does not guarantee to meet the exact date
but agrees to deliver the Commodity within *  before or after the
scheduled date. However, if any scheduled shipment (other than due to Force
Majeure) is delayed by more than sixty *  from the scheduled delivery
date, and the Commodity held in Consignment is not sufficient to cover for such
late delivery, TIMET may at its sole election, provide written notice to Toho of
TIMET’s election to (i) *; or (ii) take the delivery of the delayed Commodity
within forty-five (45) days of receipt of TIMET’s notice of election, and Toho
agrees to supply the Commodity to TIMET on a first priority basis, with time of
the essence in performance, until all TIMET’s orders have been brought current
with the original delivery schedule.  *.

    


    4.           Consignment Stock at 31/December
200_:  Any and all of the Commodity in the Consignment Stock at
31 December 20__ shall be carried over to 20__, and consumed by TIMET in
accordance with the terms and conditions of the Titanium Sponge Consignment
Agreement. The applicable price for any carried over quantity shall be the Firm
Price applicable at the time of the delivery to the Consignment
Stock.

     

     

    
      
        
           


        

        
           


          
            

          

        

        
           


          
            


            
              	
                       

                    	
                      RAW
      MATERIAL SPECIFICATION

                    	
                      RMS: 71.5

                    
	
                      REV: 4

                    
	
                      TITANIUM
      SPONGE

                      PREMIUM
      QUALITY

                      SUPER/HIGH
      PURITY (SP80/HP120, HP250)

                    	
                      DATE:15
      Dec 08

                    
	 
      	
                      PAGE: 
      10 of 6

                    


            

            


          

        

      



    5.           Payment : Payment of the Firm
Price by TIMET to Toho shall be made within 60 days after the end of the month
during which the sale shall have taken place pursuant to Clause 3.2 of the
Titanium Sponge Consignment Agreement and shall be effected by bank remittance
to such bank account as designated by Toho.

    


    If the
foregoing meets with your approval, would you sign and return the duplicate of
this letter enclosed herewith.

     

    


    Yours
faithfully,

    Agreed by

    Toho
Titanium Co.,
Ltd.                                                              Titanium
Metals Corporation

    


    


       

    
    

     

    
      	 	 	 	 
	
               

               Name:                                                                     
      

            	 	
               

              Name:                                                                      

            	 
	
               

              Title:                                                                        
      

            	 	
               

              
                 Title: