EX-10.1



 





Exhibit 10.1

(Long-Term Supply Agreement)





	 	 	 
	LOCKHEED MARTIN CORPORATION

	 	 
	Acting Through Its
	 	 
	Lockheed Martin Aeronautics Company
	 	 
	P.O. Box 748 Fort Worth, Texas 76101
	 	 
	817-777-2000
	 	 






	 	 	 
	MASTER PURCHASE ORDER

	 	PAGE 1
	(SUPPLEMENT)

	 	07/11/07








	 	 	 
	PURCHASE ORDER NO:

	 	M4560 
	SUPPLEMENT NO:

	 	009 
	CONTRACT TYPE

	 	REQUIREMENTS
	VENDOR NO:

	 	008594 
	BUYER:

	 	BLAKEMAN, CE
	TELEPHONE

	 	(817) 762-1215 
	MAIL ZONE

	 	1420 








ACCEPTANCE: Acknowledgment of this order or, in any event, delivery in whole or in part
constitutes acceptance of this order, it is the entire contract and is not subject to variation irrespective of the wording
of Seller’s accept-ance. No changes are binding on Buyer unless in writing and signed by an authorized person of Buyers Procurement Department.









	 	 	 	 	 	 	 
	TO:

	 	RTI — ST. LOUIS
	 	FROM:
	 	LOCKHEED MARTIN AERONAUTICS
	 

	 	950 FRANKLIN STREET
	 	 	 	LOCKHEED BLVD.
	 

	 	SULLIVAN                      , MO 630801257
	 	 	 	PO BOX 748
	 

	 	 	 	 	 	FORT WORTH                     , TX 76101
	 

	 	 	 	 	 	ATTN: BLAKEMAN, CE, MZ: 1420







EXCEPT AS HEREBY AMENDED BY THIS SUPPLEMENT, ALL TERMS AND CONDITIONS
OF THIS PURCHASE ORDER INCLUDING PREVIOUS AMENDMENTS OR MODIFICATIONS, IF
ANY, REMAIN IN EFFECT AND ARE APPLICABLE TO THIS SUPPLEMENT.



     THE ABOVE CONTRACT IS HEREBY AMENDED AS FOLLOWS:



EXPIRATION DATE CHANGED FROM: DECEMBER 31, 2010 

     EXPIRATION DATE CHANGED TO:  DECEMBER 31, 2020



THE FOLLOWING PURCHASE ORDER TEXT IS ADDED:




NEW MASTER TEXT





     SUPP 009 (06/26/07) ISSUED TO FORMALLY INCORPORATE THE FOLLOWING DOCUMENTS:




	 	—	 	“ATTACHMENT “A”” “MASTER PURCHASE ORDER M4560 REQUIREMENTS CONTRACT BETWEEN
LOCKHEED MARTIN CORPORATION AND RTI INTERNATIONAL METALS, INC”; DATED 30 MAY
2007; PAGES 1 THROUGH 12.
	 
	 	—	 	“ATTACHMENT PL” (SHEET/PLATE) PAGES 1 THROUGH 4 AND





	 	 	 	 	 
	This is a rated
order certified for
national defense
use when a DPAS
Rating is entered,
and you are
required to follow
all the provisions
of the Defense
Priorities and
Allocations System
regulation (15 CFR
700).

	 	APPENDIXES AND CODES NOTED

ABOVE ARE INCORPORATED HEREIN.
	 	P.O. Number, P. O.
Item, CEVI Number,
if applicable must show on
all packing lists,
invoices and communication.






 









 







	 	 	 
	LOCKHEED MARTIN CORPORATION

	 	 
	Acting Through Its
	 	 
	Lockheed Martin Aeronautics Company
	 	 
	P.O. Box 748 Fort Worth, Texas 76101
	 	 
	817-777-2000
	 	 






	 	 	 
	MASTER PURCHASE ORDER

	 	PAGE 2
	(SUPPLEMENT)

	 	07/11/07








	 	 	 
	PURCHASE ORDER NO:

	 	M4560 
	SUPPLEMENT NO:

	 	009 (CONTINUED)
	CONTRACT TYPE

	 	REQUIREMENTS
	VENDOR NO:

	 	008594 








ACCEPTANCE: Acknowledgment of this order
or, in any event, delivery in whole or in part constitutes acceptance
of this order, it is the
entire contract and is not subject to variation
irrespective of the wording of Seller’s acceptance. No changes are
binding on Buyer unless in writing and signed by an authorized person of
Buyers Procurement Department.









*** SUPPLEMENT 009 PURCHASE ORDER NO. M4560



THE FOLLOWING PURCHASE ORDER TEXT IS ADDED:




NEW MASTER TEXT





	 	 	 	“ATTACHMENT PL” (BILLET) PAGES 1 THROUGH 3, DATED 30 MAY 2007.
	 	—	 	“ATTACHMENT “BEQ”, DATED 26 JUNE 2007






ALL UNMODIFIED TERMS AND CONDITIONS OF M4560 SHALL REMAIN UNCHANGED AND
SHALL CONTINUE IN EFFECT.



	 	 	 	 	 	 	 
	BY:

	 	/s/ William A. Pallante
	 	APPROVED BY:
	 	/s/ GL Bailey
	 

	 	 
	 	 	 	 
	 

	 	SELLER REPRESENTATIVE
	 	 	 	LOCKHEED MARTIN CORPORATION
	 

	 	 	 	 	 	BAILEY, GL
	 

	 	 	 	 	 	VICE PRESIDENT
	 

	 	 	 	 	 	MATERIAL MANAGEMENT






*** END OF SUPPLEMENT 009, PO NUMBER M4560                     ***




	 	 	 	 	 
	This is a rated
order certified for
national defense
use when a DPAS
Rating is entered,
and you are
required to follow
all the provisions
of the Defense
Priorities and
Allocations System
regulation (15 CFR
700).

	 	APPENDIXES AND CODES NOTED

ABOVE ARE INCORPORATED HEREIN,
	 	P.O. Number, P. O.
Item, CEVI Number,
if applicable must show on
all packing lists,
invoices and communication.







 









 







					
	 
	 	MASTER PURCHASE ORDER
	 	PAGE 1

07/11/02






	 	 	 
	PURCHASE ORDER NO:

	 	M4560
	SUPPLEMENT NO:

	 	 003
	CONTRACT TYPE

	 	REQUIREMENTS
	VENDOR NO:

	 	 009712
	BUYER:

	 	COMUNALE, LL
	TELEPHONE

	 	 (817) 763-3283
	MAIL ZONE

	 	 1420






	 	 	 	 	 	 	 
	TO:

	 	RTI INTERNATIONAL METALS
	 	FROM:    
	LOCKHEED MARTIN CORPORATION
	 

	 	1422 N. MEDIO RIVER CIRCLE
	 	 	 	LOCKHEED MARTIN AERONAUTICS
	 

	 	SUGAR
LAND          , TX 77478
	 	 	 	LOCKHEED BLVD.
	 

	 	 	 	 	 	P.O. BOX 748
	 

	 	 	 	 	 	FORT WORTH
           , TX 76101
	 

	 	 	 	 	 	ATTN: COMUNALE, LL, MZ: 1420





	 	 	 	 	 	 	 	 	 
	EFFECTIVE DATE: 

EXPIRATION DATE:

	 	APRIL 18, 2002

DECEMBER 31, 2006
	 	 
	 	TOTAL FUNDING:

TOTAL COMPENSATION:
	 	100,000.00
100,000.00






MASTER TEXT



SUPPLEMENT 002 IS THE BASIC PURCHASE ORDER




SUPP
003 (7/11/02) CHANGES PO TEXT PER DIRECTION FROM LEGAL.




****************
MASTER PURCHASE ORDER M4560 ****************



THIS FIRM-FIXED PRICE CONTRACT, DESIGNATED AS MASTER PURCHASE ORDER M4560, CONSTITUTES THE
AGREEMENT BY AND BETWEEN LOCKHEED MARTIN AERONAUTICS — FT WORTH (LM AERO)
HEREINAFTER REFERRED TO AS THE BUYER, AND RTI INTERNATIONAL METALS, INC.
HEREINAFTER REFERRED TO AS THE SELLER, FOR JSF TITANIUM SHEET AND PLATE. CHANGES IN PRICE SHALL BE
GOVERNED BY THE FORMULA SHOWN IN ATTACHMENT PL.




*********************************************************************



THIS PURCHASE ORDER IS A REQUIREMENTS TYPE PURCHASE ORDER.



THIS MPO
INCLUDES ATTACHMENT (A), MASTER PURCHASE ORDER M4560 REQUIREMENTS
CONTRACT LANGUAGE. THE “TOTAL FUNDING” AND “TOTAL COMPENSATION” SHOWN ABOVE
REPRESENT ESTIMATES BASED ON THE BUYER’S BEST ESTIMATED QUANTITIES (BEQ) AND
DOES NOT CONSTITUTE AN OBLIGATION OR LIABILITY ON THE PART OF THE










 


 








					
	 
	 	MASTER PURCHASE ORDER
	 	PAGE 2
	 
	 	 	 	07/11/02






	 	 	 
	PURCHASE ORDER NO: 

SUPPLEMENT NO:

	 	M4560

003





BUYER.



JSF
TERMS AND CONDITIONS ARE INCORPORATED AS NOTED BELOW:

JSF EMD CORPDOC3; JSF EMD CORPDOC3A; APPENDIX B (H, H–AH
CLAUSES).




	 	 	 	 	 	 	 












	 	 	 	 	 	 	 
	BY:

	 	/s/ Robert L. Ramsey
	 	APPROVED BY:
	 	/s/ LL Comunale
	 

	 	 
	 	 	 	 
	 

	 	SELLER REPRESENTATIVE

RTI INTERNATIONAL METALS

ROBERT L. RAMSEY

SALES MANAGER
	 	 	 	LOCKHEED MARTIN CORPORATION

COMUNALE, LL

PURCHASING REPRESENTATIVE

MATERIAL MANAGEMENT





***
      END OF P.O. NUMBER M4560                                                                                   ***





 









 





Attachment “A”




Master Purchase Order M4560

Requirements Contract

Between Lockheed Martin Corporation

And RTI International Metals, Inc.




This Requirements Contract or Master Purchase Order (“MPO”) is entered into as of the
1st day of July 2002, as hereby amended on 30 May, 2007 and between Lockheed Martin
Corporation (“LMC”), a Maryland Corporation, acting by and through its Lockheed Martin Aeronautics
Company (“Buyer”) and RTI International Metals, Inc. (RTI), an Ohio Corporation (“Seller”).



WITNESSETH




WHEREAS, LMC has entered into prime contracts with the United States Government (“USG”) for
the sale of JSF F-35 Aircraft; and



WHEREAS, in addition to the above-stated contracts with the USG, LMC has or intends to enter into
prime contracts with commercial customers for foreign sales of the JSF F-35 Aircraft; and



WHEREAS, Buyer and Seller desire to enter into an MPO binding Buyer to annually purchase the first
eight (8) million pounds of its titanium mill product (plate, sheet and billet) requirements, as
hereinafter defined, for certain component items of the JSF F-35 Aircraft, during the period of
this MPO, and the desire of Seller to furnish all such items during the same period;



WHEREAS, the “Total Funding” and “Total Compensation” shown on the first page of this MPO
represent estimates only based on Buyer’s Best Estimated Quantities (“BEQs”), and along with the
BEQs, do not constitute an obligation or liability on the part of Buyer;



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




	1.	 	Definitions
	 
	 	 	“MPO” means this Requirements Contract or Master Purchase Order.
	 
	 	 	“Buyer” means the Lockheed Martin Aeronautics Company of Lockheed Martin Corporation.





			
	 
	 	Amendment to MPO
	 
	 	Supplement 009
	 
	 	30 May 2007






- 1 -









 





Attachment “A”




Master Purchase Order M4560

Requirements Contract

Between Lockheed Martin Corporation

And RTI International Metals, Inc.





	 	 	“Requirements” means those requirements arising in connection with prime contracts
for the JSF F-35 Aircraft, USG or commercial, domestic or foreign, performed by Lockheed
Martin Aeronautics Company, and as further defined herein.
	 
	 	 	“Items” means those goods and services identified in Clause 4, “Covered Items,” hereof.
	 
	 	 	“Authorizing Document” means Purchase Order(s) (PO), Purchase Order Supplements (POS),
Release Purchase Orders (RPOs), or other similar authorizing document, by which Buyer will
order quantities, if any, pursuant to this MPO.
	 
	 	 	“Seller” means RTI.
	 
	2.	 	Requirements
	 
	 	 	Subject to any limitations and/or other provisions of this MPO, Buyer agrees to order the
first eight (8) million pounds of Buyer’s titanium mill products (plate, sheet and billet)
requirements, if any, of the Items which Buyer procures from other than a business unit,
division or subsidiary of Lockheed Martin Corporation, and Seller agrees to furnish such
Items during the Period of this MPO.
	 
	3.	 	Period of MPO
	 
	 	 	Unless terminated in accordance with the Termination clauses of the applicable Terms and
Conditions of this MPO, the effective period of this MPO shall be for deliveries of Item(s)
from July 1, 2002 through December 31, 2020. Any change in prices shall be governed by the
formula shown in Attachment “PL”. For purposes of the effective period of this MPO, in the
event Seller does not complete delivery of any Item(s) as scheduled, Buyer, at its
election, may (a) require Seller to complete delivery of such ltem(s) in accordance with a
Buyer approved recovery schedule or (b) terminate the order pursuant to the “Termination”
clause of the applicable Terms and Conditions. In the event Buyer elects to accept late
delivery of the Item(s), Buyer and Seller’s rights and obligations will remain in effect
with respect to the late delivery of such ltem(s) as if the Item(s) were delivered as
scheduled.





			
	 	 	 
	 
	 	Amendment to MPO

Supplement 009

30 May 2007






- 2 -









 





Attachment “A”




Master Purchase Order M4560

Requirements Contract

Between Lockheed Martin Corporation

And RTI International Metals, Inc.





	 	 	This MPO shall survive the completion of orders issued hereunder, and no
termination of such an individual order will operate as a termination of this MPO, unless
such is expressly provided by Buyer in the notice of termination to Seller. In no event
shall this MPO’s effective period exceed the above stated period of performance.
	 
	4.	 	Covered Items
	 
	 	 	The Items subject to this MPO are titanium sheet, plate and billet for the JSF program,
which shall include, but not be limited to, the sheet, plate and billet items in
Attachment “BEQ”.
	 
	5.	 	Order Quantities
	 
	 	 	Buyer is not required to order any minimum or maximum quantity of Items during the
effective period of this MPO other than the first eight million lbs of its aggregate
annual requirements. Any estimates, or Best Estimated Quantities (“BEQs”), provided by
Buyer in accordance with clause 6, “Pricing” or otherwise, are for planning purposes only
and shall not be construed as minimum order requirements nor shall any provision of this
MPO obligate Buyer to purchase any specific quantity of the Items. Buyer shall have no
liability to Seller for any specific quantities unless and until Authorizing Documents are
issued for Items covered by this MPO.
	 
	 	 	The actual volume required to be purchased will be based on the JSF program requirements.
Lockheed Martin Aeronautics Company will enjoin with authority all of its Affiliated
Companies and/or Qualified Suppliers to procure the first eight (8) million pounds of
titanium products covered by this MPO in support of the JSF program on an annual basis
from RTI, directly or indirectly. In the event the JSF program requirements do not exceed
eight (8) million pounds of titanium products covered by this MPO in a given year,
Lockheed Martin Aeronautics Company will enjoin with authority all of its Affiliated
Companies and/or Qualified Suppliers to procure all such required quantity for such given
year from RTI.





			
	 	 	 
	 
	 	Amendment to MPO
	 
	 	Supplement 009
	 
	 	30 May 2007






- 3 -









 





Attachment “A”




Master Purchase Order M4560

Requirements Contract

Between Lockheed Martin Corporation

And RTI International Metals, Inc.





	6.	 	Pricing
	 
	 	 	The prices set forth in Attachment “PL” shall apply to Items ordered under this MPO. The
calendar-year price shall apply to all Items scheduled for delivery in the cited calendar
year. It is understood that if Seller is delinquent and a delivery is made in a later
calendar year, the price paid by Buyer shall be the price for the calendar year in which
delivery was originally scheduled. All prices are firm fixed price in then-year dollars.
	 
	7.	 	Delivery
	 
	 	 	Subject to clause 8, below, the delivery schedules set forth in each Authorizing Document
shall not be in advance of Seller’s current lead time identified in Attachment “PL”
herein. Seller shall inform Buyer whenever this lead time is expected to change. Until
such time as Buyer and Seller mutually agree upon a revised lead time, and the same is
incorporated into this Agreement, the valid lead time is that set forth herein. The actual
delivery schedule, based on Seller’s lead time, will be included in each Authorizing
Document. Buyer shall have the right to require delivery to multiple destinations.
	 
	8.	 	Expedited Orders
	 
	 	 	It is recognized that Buyer may from time to time need to procure Items in advance of
Seller’s lead time defined in clause 7, above. Seller agrees to endeavor to satisfy
Buyer’s schedule needs at no increase in price. After advising Seller of the latest
possible acceptable delivery date, in the event Seller cannot meet Buyer’s schedule within
the contractual price, Buyer may fulfill its requirement for that increment from another
source without violating any provision of this MPO.
	 
	9.	 	Ordering from Different Sources
	 
	 	 	If for any reason, including any reason which would constitute an excusable delay under the
default provision applicable to this MPO, Seller cannot fill Buyer’s Requirement at the time
Buyer issues the order, Buyer may, after advising Seller of the latest possible acceptable
delivery date, fulfill its requirements for that increment





			
	 	 	 
	 
	 	Amendment to MPO
	 
	 	Supplement 009
	 
	 	30 May 2007






- 4 -









 





Attachment “A”




Master Purchase Order M4560

Requirements Contract

Between Lockheed Martin Corporation

And RTI International Metals, Inc.





	 	 	from other suppliers without violating any provision of this MPO.
	 
	10.	 	This section left blank intentionally
	 
	11.	 	Issuance of Authorizing Documents






	 	(a)	 	Content of Orders. From time to time as Buyer’s Requirements arise, Buyer
or its supply chain will issue Authorizing Documents to Seller for Items covered by
this MPO. Each Authorizing Document will include the following:






	 	(1)	 	A description of the Items covered by this MPO;
	 
	 	(2)	 	The quantity required;
	 
	 	(3)	 	The unit pricing applicable to the Items covered by this MPO.
	 
	 	(4)	 	The delivery schedule;
	 
	 	(5)	 	All applicable quality assurance appendices;
	 
	 	(6)	 	All applicable drawing, design, specification and other
technical requirements.






	 	(b)	 	Precedence. In the event of any inconsistency between this MPO,
Applicable Terms and Conditions, Appendices, Documents, other specifications
or provisions which are part of this MPO or an Authorizing Document, the order of
priority shall be as follows:






	 	(1)	 	This MPO (excluding standard Appendices described in Clause 13 and the
Specifications);
	 
	 	(2)	 	Standard Appendices described in clause 13;
	 
	 	(3)	 	Other Documents contained in or incorporated in this MPO;
	 
	 	(4)	 	Authorizing Documents issued under this MPO;





			
	 	 	 
	 
	 	Amendment to MPO
	 
	 	Supplement 009
	 
	 	30 May 2007






- 5 -









 





Attachment “A”




Master Purchase Order M4560

Requirements Contract

Between Lockheed Martin Corporation

And RTI International Metals, Inc.





	 	(5)	 	The Specifications.






	12.	 	Applicable Appendices and other Documents






	 	(a)	 	Appendices and Documents applicable to this MPO and all Authorizing Documents issued
hereunder.
	 
	 	 	 	The following Appendices and Documents are incorporated herein by this reference as if
the same were incorporated herein in full text and applicable to this MPO and all
Authorizing Documents issued pursuant to this MPO:






(1) Appendix QX — Seller Quality Requirements




(2) Appendix Y — Statistical Process Control dated 06/01/99.




(3) PM 5010C — Packaging, Marking, Handling &
Transportation Instructions.




(4) CORPDOC 3 dated 29 April 1999




(5) CORPDOC 3A dated 2 February 2000.




(6) Appendix B, Section H, H-AH clauses, Special Purchase Order Requirements for
JSF.




(7) Attachment CTS, Cut To Size Requirements For Raw Material.




(8) Attachment NDT, Heat Treat Verification Requirements For Raw Material.




(9) Attachment NET, Electronic Reporting Requirements For Raw Material.




(10) Attachment PTR, Periodic Testing Requirements For Raw Material.




(11) Attachment RTB, Right To Buy For Raw Material.




(12) Attachment “PL”, Pricing Matrix.




(13) Attachment BEQ, Best Estimated Quantities.




(14) Certification Regarding Debarment, Suspension, Proposed Debarment, and
Other Responsibility Matters.




(15) Certification of Clean Air and Water.




(16) Certification and Disclosure Regarding Payments to Influence Certain Federal
Transactions (Byrd Amendment).




(17) Certification of Toxic Chemical Release Reporting.



			
	 	 	 
	 
	 	Amendment to MPO
	 
	 	Supplement 009
	 
	 	30 May 2007






- 6 -









 





Attachment “A”




Master Purchase Order M4560

Requirements Contract

Between Lockheed Martin Corporation

And RTI International Metals, Inc.





(18) Certification “Identification and Assertion Of Use, Release,
Or Disclosure Restrictions (Based On DFARS 252.227-7017) (Jun 1995)”.




(19) Certification “Royalty Information (APR 1984) Based On FAR 52.227-6”.




(20) Certification “Technical Data Or Computer Software Previously Delivered
To The Government (Jun 1995) (Based On DFARS 252.227-7028)”.




	 	(b)	 	Any references to General Dynamics Fort Worth Division, Lockheed Fort Worth Company,
or Lockheed Martin Tactical Aircraft Systems contained in this MPO, or any Documents or
Appendices incorporated herein, shall be deemed to be references to Buyer.






	 	(c)	 	Seller agrees that upon Buyer’s request, it will from time to time enter into
new and/or additional terms and conditions to accommodate new and similar provisions, as
Buyer may reasonably deem necessary, in order to comply with the provisions of new Buyer
prime contract(s). If any such terms and/or conditions cause an increase or decrease in
the cost of this MPO, an equitable adjustment shall be made in the price or delivery
schedule, or both, in accordance with the “Changes” clause of the applicable Appendices.






	13.	 	Changes to the Items






	 	(a)	 	Pursuant to CORPDOC 3, Federal Acquisition Regulation 52.243-1, “Changes — Fixed
Price,” is incorporated herein. “Contracting Officer” and “Government” mean Buyer.






	 	(b)	 	From time to time, engineering or other changes to the Items covered by this MPO may
result in the assignment of a new part number or “dash” number for the Items.






	 	(1)	 	If such a change results in an increase in the recurring price of
the Items, such changed part will not be considered as being within the scope
of this MPO unless and until the price of such Item is negotiated and agreed
to by Buyer and this MPO has been modified to incorporate such revised part
number.





			
	 	 	 
	 
	 	Amendment to MPO
	 
	 	Supplement 009
	 
	 	30 May 2007






- 7 -









 





Attachment “A”




Master Purchase Order M4560

Requirements Contract

Between Lockheed Martin Corporation

And RTI International Metals, Inc.





	 	(2)	 	If such change does not result in a change in the recurring price of the
Items, and such changed part otherwise satisfies Buyer’s Requirements, such
changed part shall be deemed within the scope of this MPO. Buyer shall issue a
modification of this MPO to reflect such changed part numbers.






	 	(c)	 	Whenever Seller requests an equitable adjustment under the “Changes” clause of
the applicable Appendices, referenced in clause 13, such request shall include an
estimate of the impact, if any, upon the pricing of the Items covered by this MPO.
The adjustment, if any, to the prices of the Items shall be resolved pursuant to the
“Changes” clause and this MPO shall be amended as necessary.






	14.	 	Inspection
	 
	 	 	Authorizing Documents issued under this MPO shall specify whether Buyer inspection is at
source. In the event inspection is at source, Seller shall, within five (5) days of
receipt of such Authorizing Document, contact the appropriate Buyer field representative.
Such representative will be indicated on the Material Management Center (MMC) homepage at
www.ammc.lmco.com/pqar locate worldmap or by contacting the MMC Buyer.
	 
	15.	 	Continuous Improvement
	 
	 	 	Seller and Buyer shall make a good faith effort during the term of this PO to work
together to reduce the PO price and lead time of the Items to be delivered hereunder. In
furtherance of such effort, Seller shall suggest ideas, including without limitation
leveraged purchases, alternate contracting methods, and process improvements. Buyer and
Seller shall share in any savings resulting from the implementation of any such ideas.
Additionally, if lead time reductions result and Buyer desires to amend any PO delivery
schedules, Buyer and Seller shall amend such PO delivery schedules to reflect such lead
time reductions.
	 
	 	 	The only amounts to be shared in by Seller are those savings, if any, resulting from the
implementation of such continuous improvement ideas. Seller shall not share in





			
	 	 	 
	 
	 	Amendment to MPO

Supplement 009
	 
	 	30 May 2007






- 8 -









 





Attachment “A”




Master Purchase Order M4560

Requirements Contract

Between Lockheed Martin Corporation

And RTI International Metals, Inc.





	 	 	any other savings, including without limitation any “savings” which result from a
change in the prime contract, and any “savings” which result from any total or partial
termination of this MPO. Accordingly, matters pertaining to prime contract changes and
terminations shall be dealt with according to the “Changes” clause, the “Termination of
Convenience” clause, or the “Default” clause, respectively, if and as applicable.
	 
	16.	 	No Cost Reschedule






	 	(a)	 	Seller shall extend to Buyer no cost reschedule rights for
quantities rescheduled (decelerated).






	 	(b)	 	Schedule revisions (PO net changes), including additional requirements,
are anticipated to be released to Seller monthly, unless conditions warrant a greater
frequency.






	17.	 	Capacity






(a) Seller shall allocate up to eight (8) million pounds of annual mill
product capacity (up to 3.3 million pounds of sheet and plate and the balance
being billet) to the JSF Program at the prices within this MPO.




(b) At any point in time that Seller determines in its discretion that a ramp-down in the
F-22 Program has occurred which will cause its mill product supply committed to such
program to become available, Seller shall afford Buyer a right of first refusal whereby
Buyer can elect to reallocate such terminal F-22 volume to the JSF program at the pricing
per this MPO. This process shall apply to any series of F-22 ramp-downs such that Seller
may present Buyer with multiple decision points; however, each decision point shall be
binding on the terminal F-22 capacity made available from the specific ramp-down.
Notwithstanding the foregoing, in no event shall more than an aggregate of 1.1 million
pounds annually be reallocated from the F-22 program at the pricing per this MPO.



			
	 	 	 
	 
	 	Amendment to MPO
	 
	 	Supplement 009
	 
	 	30 May 2007






- 9 -









 





Attachment “A”




Master Purchase Order M4560

Requirements Contract

Between Lockheed Martin Corporation

And RTI International Metals, Inc.





	18.	 	Right To Buy
	 
	 	 	From time to time (1) a business unit or units, or a subsidiary or subsidiaries of Buyer
other than the business unit or subsidiary for which Buyer is acting in connection with
this PO (“Affiliated Company,” or “Affiliated Companies”), or (2) a supplier or suppliers
of Buyer, at any tier, providing supplies to Buyer in connection with the prime
contract(s) or higher tier subcontract(s) under which this PO is issued (“Qualified
Supplier,” or “Qualified Suppliers”); or both, may desire to procure a quantity of the
Items as described herein.
	 
	 	 	Seller shall sell to any Affiliated Company commercially reasonable quantities of the Items as
are requested by such Affiliated Company; and, shall sell to any Qualified Supplier such
commercially reasonable quantities of the Items as are requested by such Qualified Supplier for
such Affiliated Company or Qualified Supplier’s use in providing supplies to Buyer under the
prime contract(s) or higher tier subcontract(s) under which this PO is issued. However, Seller
shall not be required to enter into any such sale if it (1) has in good faith determined that
there are reasonable grounds to conclude, and does conclude, that the prospective buyer is not
financially sound or is not capable of carrying out the obligations of the terms and conditions
of the purchase order as are described below, (2) so notifies such prospective buyer, (3) gives
such prospective buyer a reasonable opportunity to provide information which refutes Seller’s
conclusion, and (4) Seller upon receiving such information retains its good faith belief.
	 
	 	 	The price of the Items of any such sale shall be the price set forth in this PO, and the
remaining terms and conditions of any such sale shall be substantially similar to the
terms and conditions of this PO. In connection with any such sale, Seller may require any
Affiliated Company or Qualified Supplier to enter into a requirements contract with
Seller. In order to receive the same prices and lead times as the Buyer JSF Team members,
suppliers may be required by Seller to sign a separate agreement or purchase order with
Seller which will commit them to purchase their titanium requirements for JSF from Seller.
Seller will be responsible for securing the separate agreements.
	 
	 	 	Seller shall enter into a separate purchase order with any such Affiliated Company or
Qualified Supplier which desires to procure a quantity of Items, and Seller shall look to
the purchaser under any such purchase order for satisfaction of any and all





			
	 	 	 
	 
	 	Amendment to MPO
	 
	 	Supplement 009
	 
	 	30 May 2007






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Attachment “A”




Master Purchase Order M4560

Requirements Contract

Between Lockheed Martin Corporation

And RTI International Metals, Inc.





	 	 	obligations thereunder. Buyer shall have no obligation for payment or any matter
whatsoever under this PO for any sale to an Affiliated Company or Qualified Supplier,
but shall have the obligation to perform its obligations, if any, as it may undertake
under any such separate purchase order.






	19.	 	Office Space
	 
	 	 	Buyer shall make available office space and office furniture as may be required by
Seller’s personnel, who will be stationed at Buyer’s Ft. Worth plant, without direct
charge to Seller.
	 
	 	 	Seller shall make available office space and office furniture as may be required by
personnel of Buyer and Buyer’s Customer, who will be stationed at Seller’s plant, without
direct charge to Buyer.
	 
	20.	 	Cooperation with Integrated Product Teams (IPTs)
	 
	 	 	Upon request by Buyer, Seller shall participate in or cooperate with Program IPTs
that have been or may be established for the raw material that Seller is
developing or producing under this subcontract.
	 
	 	 	Upon request by Buyer and at no additional cost to Buyer, Seller shall send one or more
representatives to a facility designated by Buyer to support the cognizant IPT(s) during
the design and development phase of the Program.
	 
	21.	 	Hazardous Material Warranty
	 
	 	 	Seller warrants that Items delivered under this MPO do not contain any of the hazardous
material listed on the Hazardous Materials Elimination List (“HMEL”) under this heading
“I. Banned Material” as of the effective date of this MPO. Seller agrees to indemnify
Buyer against any loss, cost, damage or liability including removal costs, by reason of
Seller’s violation of this warranty.





			
	 	 	 
	 
	 	Amendment to MPO
	 
	 	Supplement 009
	 
	 	30 May 2007






- 11 -









 





Attachment “A”




Master Purchase Order M4560

Requirements Contract

Between Lockheed Martin Corporation

And RTI International Metals, Inc.





	22.	 	State of Texas Direct Payment Exemption and Sales Tax Resale
	 
	 	 	Buyer’s State of Texas Direct Payment Exemption Certificate for Sales, Excise, and Use Tax No.
30118119459 or Texas Sales Tax Resale Certificate No. 15218936324 apply to this MPO unless
otherwise specified. Buyer will be responsible for the payment of any Texas Sales and Use Tax
applicable to this MPO.
	 
	23.	 	Amendments
	 
	 	 	This MPO may be amended from time to time by written agreement of the parties, signed by
their duly authorized representatives.
	 
	24.	 	Entire MPO
	 
	 	 	This MPO represents the entire agreement between the parties with respect to the matters
contained herein. All prior agreements, representations, statements, negotiations and
undertakings, whether written or oral, are superseded by this MPO.





IN WITNESS WHEREOF, the parties have caused this Master Purchase Agreement to be executed by their
duly authorized representatives.



	 	 	 	 	 	 	 
	LOCKHEED MARTIN CORPORATION	 	RTI INTERNATIONAL METALS, INC.
	 
	 	 	 	 	 	 
	By:

	 	/s/ Linda Zimmerman
	 	By:
	 	/s/ William A. Pallante
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Printed Name: LINDA ZIMMERMAN	 	Printed Name: WILLIAM A. PALLANTE
	 
	 	 	 	 	 	 
	Title: DIRECTOR, PROCUREMENT	 	Title: VICE PRESIDENT COMMERCIAL
	 
	 	 	 	 	 	 
	 Date: 05/30/07	 	 Date: 5/30/07






			
	 	 	 
	 
	 	Amendment to MPO
	 
	 	Supplement 009
	 
	 	30 May 2007







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