##### 



Exhibit 10.1
 LOCKHEED MARTIN CORPORATIONActing Through ItsLockheed Martin Aeronautics CompanyP.O. Box 748 Fort Worth, Texas 76101817-777-2000
 MASTER PURCHASE ORDER
    
    PAGE 1(SUPPLEMENT)
    
    07/11/07
  PURCHASE ORDER NO:
    
    M4560SUPPLEMENT NO:
    
    009CONTRACT TYPE
    
    REQUIREMENTSVENDOR NO:
    
    008594BUYER:
    
    BLAKEMAN, CETELEPHONE
    
    (817) 762-1215MAIL ZONE
    
    1420
 ACCEPTANCE:
   TO:
    
    RTI  ST. LOUIS
    
    FROM:
    
    LOCKHEED MARTIN AERONAUTICS950 FRANKLIN STREET
    
    
    
    LOCKHEED BLVD.SULLIVAN                      , MO 630801257
    
    
    
    PO BOX 748FORT WORTH                     , TX 76101ATTN: BLAKEMAN, CE, MZ: 1420
   
    
    
    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.




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##### 



LOCKHEED MARTIN CORPORATIONActing Through ItsLockheed Martin Aeronautics CompanyP.O. Box 748 Fort Worth, Texas 76101817-777-2000
 MASTER PURCHASE ORDER
    
    PAGE 2(SUPPLEMENT)
    
    07/11/07
  PURCHASE ORDER NO:
    
    M4560SUPPLEMENT NO:
    
    009 (CONTINUED)CONTRACT TYPE
    
    REQUIREMENTSVENDOR NO:
    
    008594
 ACCEPTANCE:
      ATTACHMENT PL (BILLET) PAGES 1 THROUGH 3, DATED 30 MAY 2007.
    
    ATTACHMENT BEQ, DATED 26 JUNE 2007
  BY:
    
    /s/ William A. Pallante
    
    APPROVED BY:
    
    /s/ GL BaileySELLER REPRESENTATIVE
    
    
    
    LOCKHEED MARTIN CORPORATIONBAILEY, GLVICE PRESIDENTMATERIAL MANAGEMENT
  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.




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##### 



MASTER PURCHASE ORDER
    
    PAGE 1
07/11/02
 PURCHASE ORDER NO:
    
    M4560SUPPLEMENT NO:
    
    003CONTRACT TYPE
    
    REQUIREMENTSVENDOR NO:
    
    009712BUYER:
    
    COMUNALE, LLTELEPHONE
    
    (817) 763-3283MAIL ZONE
    
    1420
 TO:
    
    RTI INTERNATIONAL METALS
    

FROM:
    LOCKHEED MARTIN CORPORATION1422 N. MEDIO RIVER CIRCLE
    
    
    
    LOCKHEED MARTIN AERONAUTICSSUGAR
LAND          , TX 77478
    
    
    
    LOCKHEED BLVD.P.O. BOX 748FORT WORTH
           , TX 76101ATTN: COMUNALE, LL, MZ: 1420
 EFFECTIVE DATE: 
EXPIRATION DATE:
    
    APRIL 18, 2002
DECEMBER 31, 2006
    
    
    
    TOTAL FUNDING:
TOTAL COMPENSATION:
    
    100,000.00
100,000.00
     FOR JSF TITANIUM SHEET AND PLATE.




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MASTER PURCHASE ORDER
    
    PAGE 207/11/02
 PURCHASE ORDER NO: 
SUPPLEMENT NO:
    
    M4560
003
  JSF
TERMS


BY:
    
    /s/ Robert L. Ramsey
    
    APPROVED BY:
    
    /s/ LL ComunaleSELLER REPRESENTATIVE
RTI INTERNATIONAL METALS
ROBERT L. RAMSEY
SALES MANAGER
    
    
    
    LOCKHEED MARTIN CORPORATION
COMUNALE, LL
PURCHASING REPRESENTATIVE
MATERIAL MANAGEMENT




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##### 



Attachment A
 Master Purchase Order M4560
Requirements Contract
Between Lockheed Martin Corporation
And RTI International Metals, Inc.
 st
       1.
    
    DefinitionsMPO means this Requirements Contract or Master Purchase Order.Buyer means the Lockheed Martin Aeronautics Company of Lockheed Martin Corporation.
 Amendment to MPOSupplement 00930 May 2007
 - 1 -




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##### 



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.
    
    RequirementsSubject 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 MPOUnless 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 -




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##### 



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 ItemsThe 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 QuantitiesBuyer 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 MPOSupplement 00930 May 2007
 - 3 -




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##### 



Attachment A
 Master Purchase Order M4560
Requirements Contract
Between Lockheed Martin Corporation
And RTI International Metals, Inc.
 6.
    
    PricingThe 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.
    
    DeliverySubject 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 OrdersIt 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 SourcesIf 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 MPOSupplement 00930 May 2007
 - 4 -




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##### 



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 intentionally11.
    
    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 MPOSupplement 00930 May 2007
 - 5 -




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##### 



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:
                  Amendment to MPOSupplement 00930 May 2007
 - 6 -




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##### 



Attachment A
 Master Purchase Order M4560
Requirements Contract
Between Lockheed Martin Corporation
And RTI International Metals, Inc.
    (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 MPOSupplement 00930 May 2007
 - 7 -




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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.
    
    InspectionAuthorizing 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 ImprovementSeller 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 00930 May 2007
 - 8 -




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##### 



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
   Amendment to MPOSupplement 00930 May 2007
 - 9 -




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Attachment A
 Master Purchase Order M4560
Requirements Contract
Between Lockheed Martin Corporation
And RTI International Metals, Inc.
 18.
    
    Right To BuyFrom 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 MPOSupplement 00930 May 2007
 - 10 -




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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 SpaceBuyer 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 WarrantySeller 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 MPOSupplement 00930 May 2007
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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 ResaleBuyer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.
    
    AmendmentsThis MPO may be amended from time to time by written agreement of the parties, signed by
their duly authorized representatives.24.
    
    Entire MPOThis 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.
  LOCKHEED MARTIN CORPORATION
    
    RTI INTERNATIONAL METALS, INC.By:
    
    /s/ Linda Zimmerman
    
    By:
    
    /s/ William A. PallantePrinted Name: LINDA ZIMMERMAN
    
    Printed Name: WILLIAM A. PALLANTETitle: DIRECTOR, PROCUREMENT
    
    Title: VICE PRESIDENT COMMERCIALDate: 05/30/07
    
    Date: 5/30/07
 Amendment to MPOSupplement 00930 May 2007
 - 12 -