1 EXHIBIT 9.5 AMENDMENT NO. 4, dated as of February 21, 1997, to the INVESTORS' AGREEMENT, dated May 30, 1990, among UNION TITANIUM SPONGE CORPORATION (the "Investor"), a Delaware corporation, TOHO TITANIUM CO., LTD., a Japanese corporation, NIPPON...
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EXHIBIT 9.5
AMENDMENT NO. 4, dated as of February 21, 1997, to the INVESTORS'
AGREEMENT, dated May 30, 1990, among UNION TITANIUM SPONGE CORPORATION (the
"Investor"), a Delaware corporation, TOHO TITANIUM CO., LTD., a Japanese
corporation, NIPPON MINING & METALS CO. LTD. , a Japanese corporation, NIPPON
STEEL CORPORATION, a Japanese corporation, MITSUI & CO., LTD., a Japanese
corporation, MITSUI & CO. (U.S.A.), INC., a New York corporation, TREMONT
CORPORATION (formerly Baroid Corporation), a Delaware corporation, and TITANIUM
METALS CORPORATION (formerly Titanium Metals Corporation of America) ("TMC"), a
Delaware corporation (as previously amended December 21, 1990, December 17,
1992 and May 2, 1996, the "Investors' Agreement"). Capitalized terms appearing
herein and not otherwise defined are used as defined in the Investors'
Agreement.
WHEREAS, the parties desire to amend the Investors' Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. Section 3.1 of the Investors' Agreement is hereby amended by
the addition of the words "or fewer" after the word "seven" and the replacement
of the words "any four" with the words "a majority of such".
2. Except as specifically amended hereby, the Investors'
Agreement, as heretofore amended, shall continue in full force and effect.
3. This Amendment No. 4 to the Investors' Agreement shall be
effective as of the date first written above.
IN WITNESS WHEREOF, this Amendment No. 4 has been executed by each of
the parties hereto as of the date last written below.
UNION TITANIUM SPONGE CORPORATION
By: /S/ XXXXXX XXXX
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Name: Xxxxxx Xxxx
Title: President
Date: February 12, 1997
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TOHO TITANIUM CO., LTD.
By: /s/ XXXXXX XXXX
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Name: Xxxxxx Xxxx
Title: President
Date: February 12, 1997
NIPPON MINING & METALS CO., LTD
By: /s/ XXXXXXXX XXXXXXX
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Name: Xxxxxxxx Xxxxxxx
Title: Senior Managing Director
Date: February 12, 1997
NIPPON STEEL CORPORATION
By: /s/ XXXXXXX XXXXXX
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Name: Xxxxxxx Xxxxxx
Title: General Manager
Titanium Division
Date: February 13, 1997
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MITSUI & CO., LTD.
By: /s/ XXXXXXX XXXXXXXX
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Name: Xxxxxxx Xxxxxxxx
Title: General Manager
Non-Ferrous Metals Second
Div., Non-Ferrous Metals
Group
Date: February 17, 1997
MITSUI & CO. (U.S.A.), INC.
By: /s/ XXXXX XXXXXX
--------------------------------------
Name: Xxxxx Xxxxxx
Title: SVP & General Manager
Metal Division
Date: February 11, 1997
TREMONT CORPORATION
By: /s/ XXXXXX X. XXXXXXXXX
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Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
Date: February 21, 1997
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TITANIUM METALS CORPORATION
By: /s/ XXXXXX X. XXXXXXXX
--------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
Date: February 21, 1997
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