exhibit101.htm


    STOCK
      PURCHASE AGREEMENT

    


    


    This
      Stock Purchase Agreement (the “Agreement”) is made and entered into as
      of October 11, 2007 between NL Industries, Inc., a Delaware corporation
      (“Seller”), and Valhi, Inc., a Delaware corporation
      (“Valhi”).

    


    Recitals

    


    Seller
      wishes to sell 800,000 shares (the “Shares”) of the common stock, $0.01
      par value per share, of Titanium Metals Corporation owned by Seller, to Valhi,
      and Valhi 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 Valhi the Shares.  The
      Shares will be delivered electronically to Valhi.

    


    Section 1.2.  Purchase
      Price and Payment.  Valhi hereby purchases all of the
      Shares for a purchase price of $33.50 per Share in cash, payment for which
      is
      hereby made by means of a transfer of $26.8 million to an account specified
      by
      Seller.

    


    ARTICLE II.

    REPRESENTATIONS
      AND WARRANTIES OF THE SELLER

    


    Seller
      hereby represents and warrants to Valhi 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,
      Valhi 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

    


    Valhi
      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 Delaware. 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:                                      NL
      Industries, Inc.

    5430
      LBJ
      Freeway

    Three
      Lincoln Centre, Suite 1700

    Dallas,
      Texas 75240-2697

    Attention:  General
      Counsel

    


    If
      to the
      Purchaser:                              Valhi,
      Inc.

    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.

    


    


    
      	
               

            	
              NL
                Industries, Inc.

            


    

    


    


    


    


    
      	
               

            	
               

            	 	
               By: 
                /s/ Gregory M. Swalwell

            	 


    

    
      	
               

            	
                
                Gregory M. Swalwell, Vice
                President

            


    

    


    


    
      	
               

            	
              Valhi,
                Inc.

            


    

    


    


    


    


    
      	
               

            	
               

            	 	
              By: 
                /s/ Steven L. Watson

            	 


    

    
      	
               

            	
                
                Steven L. Watson,
                President