EXHIBIT 10.7
AMENDMENT TO XXXXXXXX BAY SLAG SALES AGREEMENT
THIS AMENDING AGREEMENT dated December 20, 2002 is made by and between XXXXXXXX
BAY IRON AND TITANIUM (PROPRIETARY) LIMITED, a South African corporation with
offices at Xxxxxxxx Bay, Natal, South Africa (hereafter called "RBIT") and
KRONOS INC., a Delaware corporation with offices at 0 Xxxxx Xxxxx Xxxxx,
Xxxxxxxx, Xxx Xxxxxx, 00000, XXX (hereinafter "Buyer").
WHEREAS RBIT and Buyer entered into an agreement for the purchase and sale of
titanium bearing slag produced at RBIT's plant at Xxxxxxxx Bay, Natal, South
Africa (hereafter "RBIT Product") dated as of the 1st day of May, 1995, amended
as of November 3, 1997, May 1, 1999 and June 1, 2001 (hereinafter called the
"Agreement");
WHEREAS the parties wish to amend and extend the Agreement for the sale and
purchase of RBIT Product;
NOW THEREFORE, for and in consideration of the covenants and conditions herein
contained, the parties hereto agree to amend the Agreement as follows:
1. Article III shall be replaced with the following:
This Agreement shall be in effect for a term of thirteen (13) years
commencing on January 1, 1995 up to and including December 31, 2007 (the
"Term"), subject to prior termination as hereinafter provided.
2. Paragraph D of Article IV of the Agreement shall be replaced by the
following:
"For 1998 onward the annual Contracted Quantity shall be as follows:
[***]
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Buyer shall commit to the actual quantity to be purchased in each of such
years within the above range by written notice to RBIT on or before
September 30th of the previous year, failing which such quantity shall be
determined by RBIT.
[***]
3. The provisions of Paragraph E of Article IV of the Agreement shall also be
interpreted to apply to the Total Quantity and any required adjustments
shall be reflected in the Final Annual Invoice of January 2008.
4. Articles V.A.4. and 5. shall be replaced with the following:
"4. For 2002, the Basic Price of RB Slag shall be the 2001 Basic Price.
[***]
5. For 2003, the Basic Price of RB Slag shall be [***] per ton. For 2004
to 2007 inclusively, the Basic Price of RB Slag shall be the previous
year's Basic Price plus Escalation as herein defined."
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5. [***]
6. Article VIII.A is amended to [***] the time of payments to [***].
7. The parties hereby ratify and confirm the terms and conditions of the
Agreement not specifically amended pursuant to this Amending Agreement.
IN WITNESS WHEREOF, the parties have caused this Amending Agreement to be
executed by their duly authorized representatives.
XXXXXXXX BAY IRON AND TITANIUM KRONOS INC.
(PROPRIETARY) LIMITED
By: /s/ X. X. Xxxxxxxxx By: /s/ X. X. Xxxxxx
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Name: X. X. Xxxxxxxxx Name: X. X. Xxxxxx
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Title: G. M. Marketing Title: V.P.
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