tie8k081231-101.htm


    STOCK
PURCHASE AGREEMENT

    


    This
Stock Purchase Agreement (the “Agreement”) is made and
entered into as of December 31, 2008 between Titanium Metals Corporation, a
Delaware corporation (“Seller”), and Contran
Corporation, a Delaware corporation (“Contran”).

    


    Recitals

    


    Seller
wishes to sell all of its interest in Whitney International University System
Ltd. (“WIUS”) comprised of 2,352,942 shares (the “Shares”) of the common stock,
$0.01 par value per share, of WIUS to Contran, and Contran wishes to purchase
the Shares, on the terms and subject to the conditions of this Agreement (the
“Transaction”).

    


    Agreement

    


    The
parties agree as follows:

    


    ARTICLE I.

    THE
TRANSACTION

    


    Section 1.1.  Purchase and Sale
of Shares.  Against payment of the purchase price therefor as
specified in Section
1.2, Seller hereby sells, transfers, assigns and delivers to Contran the
Shares.  Certificates representing the Shares are hereby delivered
accompanied by stock powers duly endorsed in blank.

    


    Section 1.2.  Purchase Price
and Payment.  Contran hereby purchases all of the Shares for a
purchase price of SIXTEEN MILLION SEVEN HUNDRED THOUSAND DOLLARS ($16,700,000)
payment for which is hereby made by means of a promissory note (the “Note”) from
Contran as maker in the original principal amount of $16,700,000 payable to
Seller.  In addition to the Note, Contran shall also deliver an
executed Pledge and Security Agreement securing the Shares as collateral for the
Note.

    


    ARTICLE II.

    REPRESENTATIONS
AND WARRANTIES OF THE SELLER

    


    Seller
hereby represents and warrants to Contran as of the date of this Agreement as
follows:

    


    Section 2.1.  Authority.  It
is a corporation validly existing and in good standing under the laws of the
state of its incorporation.  It has full corporate power and
authority, without the consent or approval of any other person, to execute and
deliver this Agreement and to consummate the Transaction.  All
corporate action required to be taken by or on behalf of it to authorize the
execution, delivery and performance of this Agreement has been duly and properly
taken.

    


    Section 2.2.  Validity.  This
Agreement is duly executed and delivered by it and constitutes its lawful, valid
and binding obligation, enforceable in accordance with its terms.  The
execution and delivery of this Agreement and the consummation of the Transaction
by it are not prohibited by, do not violate or conflict with any provision of,
and do not result in a default under (a) its charter or bylaws; (b) any material
contract, agreement or other instrument to which it is a party or by which it is
bound; (c) any order, writ, injunction, decree or judgment of any court or
governmental agency applicable to it; or (d) any law, rule or regulation
applicable to it, except in each case for such prohibitions, violations,
conflicts or defaults that would not have a material adverse consequence to the
Transaction.

    


    Section 2.3.  Ownership of
Shares.  It is the record and beneficial owner of the Shares
and upon consummation of the transactions contemplated by this Agreement,
Contran will acquire good and marketable title to the Shares, free and clear of
any liens, encumbrances, security interests, restrictive agreements, claims or
imperfections of any nature whatsoever, other than restrictions on transfer
imposed by applicable securities laws.

    


    ARTICLE III.

    REPRESENTATIONS
AND WARRANTIES OF THE PURCHASER

    


    Contran
hereby represents and warrants to the Seller as of the date of this Agreement as
follows:

    


    Section 3.1.  Authority.  It
is a corporation validly existing and in good standing under the laws of the
state of its incorporation.  It has full corporate power and
authority, without the consent or approval of any other person, to execute and
deliver this Agreement and to consummate the Transaction.  All
corporate and other actions required to be taken by or on behalf of it to
authorize the execution, delivery and performance of this Agreement have been
duly and properly taken.

    


    Section 3.2.  Validity.  This
Agreement is duly executed and delivered by it and constitutes its lawful, valid
and binding obligation, enforceable in accordance with its terms.  The
execution and delivery of this Agreement and the consummation of the Transaction
by it are not prohibited by, do not violate or conflict with any provision of,
and do not result in a default under (a) its charter or bylaws; (b) any material
contract, agreement or other instrument to which it is a party or by which it is
bound; (c) any order, writ, injunction, decree or judgment of any court or
governmental agency applicable to it; or (d) any law, rule or regulation
applicable to it, except in each case for such prohibitions, violations,
conflicts or defaults that would not have a material adverse consequence to the
Transaction.

    


    Section 3.3.  Purchase for
Investment.  It is purchasing the Shares sold and delivered to
it hereunder for investment solely for its own account and not with a view to,
or for resale in connection with, the distribution thereof.  It
understands that such Shares are restricted securities under the Securities Act
of 1933, as amended (the “Securities Act”), and that
such Shares must be held indefinitely unless they are registered under the
Securities Act and any applicable state securities or blue sky laws or an
exemption from such registration is available.

    


    Section 3.4.  Nature of
Purchaser.  It has such knowledge and experience in financial
and business matters that it is capable of evaluating the merits and risks of
the purchase of the Shares.

    


    ARTICLE IV.

    GENERAL
PROVISIONS

    


    Section 4.1.  
Survival.  The representations and warranties set forth in this
Agreement shall survive the execution of this Agreement and the consummation of
the transactions contemplated herein.  The covenants and other
agreements set forth in this Agreement shall terminate on the tenth anniversary
of this Agreement.

     

     

           
Section 4.2.  Amendment and
Waiver.  No amendment or waiver of any provision of this
Agreement shall in any event be effective unless the same shall be in a writing
referring to this Agreement and signed by the parties hereto, and then such
amendment, waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given.

    


    Section 4.3.  Parties and
Interest.  This Agreement shall bind and inure to the benefit
of the parties named herein and their respective heirs, successors and
assigns.

    


    Section 4.4.  Entire
Transaction.  This Agreement contains the entire understanding
among the parties with respect to the transactions contemplated hereby and
supersedes all other agreements and understandings among the parties with
respect to the subject matter of this Agreement.

    


    Section 4.5.  Applicable
Law.  This Agreement shall be governed by and construed in
accordance with the domestic laws of the state of Delaware, without giving
effect to any choice of law or conflict of law provision or rule (whether of the
state of Delaware or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the state of Delaware.

    


    Section 4.6.  Severability.  If
any provision of this Agreement is found to violate any statute, regulation,
rule, order or decree of any governmental authority, court, agency or exchange,
such invalidity shall not be deemed to effect any other provision hereof or the
validity of the remainder of this Agreement and such invalid provision shall be
deemed deleted to the minimum extent necessary to cure such
violation.

    


    Section 4.7.  Notice.  All
notices, requests, demands and other communications hereunder shall be in
writing and shall be sent by registered or certified mail, postage prepaid as
follows:

     

    If to the
Seller:                                       Titanium
Metals Corporation

    5430 LBJ
Freeway

    Three
Lincoln Centre, Suite 1700

    Dallas,
Texas 75240-2697

    Attention:  Secretary

    


    If to the
Purchaser:                               Contran
Corporation

    5430 LBJ
Freeway

    Three
Lincoln Centre, Suite 1700

    Dallas,
Texas 75240-2697

    Attention:  General
Counsel

    


    Section 4.8.  Headings.  The
sections and other headings contained in this Agreement are for reference
purposes only and shall not effect in any way the meaning or interpretation of
this Agreement.

    


    Section 4.9.  Expenses.  Except
as otherwise expressly provided herein, each party to this Agreement shall pay
its own costs and expenses in connection with the transactions contemplated
hereby.

    


    The
parties hereto have caused this Agreement to be executed by their duly
authorized officers as of the date first written above.

    


    


    
      	
               
      

            	
              TITANIUM
      METALS CORPORATION

            


    

    


    


    


    
      	
               
      

            	
              By:

            	
              /s/ Robert D.
      Graham

            	 


    

    
      	
               
      

            	
              Robert
      D. Graham, Executive Vice President

            


    

    


    


    


    
      	
               
      

            	
              CONTRAN
      CORPORATION

            


    

    


    


    


    
      	
               
      

            	
              By:

            	
              /s/ William J.
      Lindquist

            	 


    

    
      	
               
      

            	
              William
      J. Lindquist, Senior Vice
President