Portions
of this Exhibit 10.27 have been omitted based upon a request for confidential
treatment. This Exhibit 10.27, including the non-public information, has been
filed separately with the Securities and Exchange Commission “*” designates
portions of this document that have been redacted pursuant to the request for
confidential treatment filed with the Securities and Exchange
Commission.
  
 SPECIAL
BUSINESS PROVISIONS
 
 between
 
 THE
BOEING COMPANY
 
 and
 
 TITANIUM
METALS CORPORATION
 
 
 
 
 
 SBP
– * dated 01-01-2011
  
  TABLEOF
CONTENTS
 
 TITLE
PAGE
 TABLE OF
CONTENTS
 AMENDMENT
PAGE
 RECITAL
PAGE
  1.0
              DEFINITIONS
              8
  2.0
              CONTRACT FORMATION
              9
 2.1
              Order
              9
 2.2
              Entire
      Agreement
              9
 2.3
              Incorporated
      by Reference
              9
 2.4
              Order
      of Precedence
              10
 2.5
              Survival
              10
 2.6
              Electronic
      Commerce (“E-Comm”)
              10
  3.0
              PERIOD OF PERFORMANCE AND PRICES
              10
 3.1
              Performance
              10
 3.1.1
              Period
      of Performance
              10
 3.1.2
              Option
      to Extend
              11
 3.2
              Pricing
              11
 3.2.1
              Product
      Pricing
              11
 3.2.2
              Manufacturing
      Configuration
              11
 3.2.3
              Packaging
              12
 3.2.4
              Local
      Transportation Devices
              12
 3.3
              Subject
      Matter of Sale
              12
 3.4
              Type
      Design and Type Certification Data Development and
      Protection
              12
 3.5
              Reserved
              13
 3.6
              Export
      Compliance
              13
 3.6.1
              Commercial/Defense
      Item Representation
              13
 3.6.2
              Other
      Military Program Requirements
              13
  4.0
              GOVERNING QUALITY ASSURANCE
    REQUIREMENTS
              14
  5.0
              APPLICABLE LAW
              15
  6.0
              PRODUCT SUPPORT AND ASSURANCE
              15
 6.1
              Warranty
              15
 6.2
              Integrated
      Materials Management (IMM) Program
              16
  7.0
              PAYMENT
              16
 7.1
              Recurring
      Price
              16
 7.2
              Nonrecurring
      Price/Special Charges
              17
 7.3
              Payment
      Method
              17
 7.4
              Payment
      Errors
              17
 7.5
              Spare
      Parts
              17
  Table of Contents
 2
 8.0
              SCHEDULE ACCELERATION/DECELERATION
              17
  9.0
              NOTICES
              17
 9.1
              Addresses
              17
  10.0
              OBLIGATION TO PURCHASE AND SELL
              18
  11.0
              COST AND PERFORMANCE VISIBILITY
              18
  12.0
              CHANGE PROVISIONS
              19
 12.1
              Reserved
              19
 12.2
              Computation
      of Equitable Adjustment
              19
 12.3
              Obsolescence
              19
 12.4
              Change
      Absorption (Nonrecurring/Recurring)
              19
 12.5
              Planning
      Schedule
              19
 12.6
              Total
      Cost Management
              19
 12.6.1          Boeing
      Generated Technical and Cost Improvement
              20
 12.7
              Reserved
              20
 12.8
              Critical
      Manufacturing Reorder Lead-Time
              20
 12.9
              Derivative
      Aircraft
              20
  13.0
              SPARES AND OTHER PRICING
              20
 13.1
              Spares
              20
 13.1.1
              Spares
      Support
              21
 13.1.2
              Reclassification
      or Re-exercises
              22
 13.1.3
              Spare
      Pricing
              22
 13.1.3.1
              Aircraft
      on Ground (AOG) and Purchased On Assembly (POA)
      Requirement
              22
 13.1.3.2
              Seller’s
      Less Than Lead-time Spare
              22
 13.2
              Expedite
      of Production Requirements
              22
 13.3
              Tooling
              22
 13.3.1
              Responsible
      Party
              22
 13.3.2
              Boeing
      Furnished Tooling
              23
 13.3.3.1
              Title
      to Tooling
              23
 13.3.3.2
              Use
      and Disposition of Tooling
              23
 13.3.3.3
              Accountability
      for Tooling
              23
 13.3.3.4
              Certified
      Tool Lists
              23
 13.4
              Pricing
      of Boeing's Supporting Requirements
              23
 13.5
              Pricing
      of Requirements for Modification or Retrofit
              23
 13.5.1
              Boeing
      Responsibility or Regulatory Requirement
              23
 13.5.2
              Contract
      Aftermarket Modification or Retrofit Work Performed by
      Boeing
              23
 13.6
              Pricing
      of Similar Products
              24
  14.0
              STATUS REPORTS/REVIEWS
              24
 14.1
              General
      Reports / Reviews
              24
 14.2
              Diversity
      Reporting
              24
  Table of Contents
 3
 14.3
              Program
      Manager
              25
 14.4
              Certified
      Tool List
              25
 14.5
              Problem
      Reports
              25
 14.6
              Reserved
              26
  15.0
              INDUSTRIAL PARTICIPATION
              26
 15.1
              Market
      Access and Sales Support
              26
 15.2
              Offset
      Assistance
              26
 15.3
              Credit
      against Aircraft Sales
              27
  16.0
              BOEING FURNISHED MATERIAL/SUPPLIER BANKED
      MATERIAL
              27
 16.1
              Boeing
      Furnished Material
              27
  17.0
              PARTICIPATION
              27
 17.1
              Other
      Boeing Entities and Licensees
              27
 17.2
              Boeing
      Subcontractors/Suppliers
              27
 17.3
              Notification
      of Contract
              27
 17.4
              Notification
      of Price Reductions
              27
  18.0
              INVENTORY AT CONTRACT COMPLETION
              27
  19.0
              OWNERSHIP OF INTELLECTUAL PROPERTY
              28
  20.0
              ADMINISTRATIVE AGREEMENTS
              28
  21.0
              GUARANTEED WEIGHT REQUIREMENTS
              28
  22.0
              SELLER DATA REQUIREMENTS
              28
  23.0
              DEFERRED PAYMENT
              28
  24.0
              SOFTWARE PROPRIETARY INFORMATION
    RIGHTS
              28
  25.0
              CONFIGURATION CONTROL
              28
  26.0
              INFRINGEMENT
              28
  27.0
              RAW MATERIAL PROGRAM
              29
 27.1
              Boeing
      Raw Material Strategy
              29
  28.0
              DIGITIZATION OF PROPRIETARY INFORMATION AND
      MATERIALS
              29
  29.0
              INSURANCE
              29
 29.1
              Indemnification
      Negligence of Seller or subcontractor
              29
 29.2
              Commercial
      General Liability
              29
 29.3
              Automobile
      Liability
              29
 29.4
              Workers’
      Compensation
              29
 29.5
              Certificates
      of Insurance
              30
 29.6
              Self-Assumption
              30
 29.7
              Protection
      of Property
              30
  Table of Contents
 4
  30.0
              BOEING TECHNICAL / MANUFACTURING ASSISTANCE REGARDING
      SELLER’S NONPERFORMANCE
              30
  31.0
              INTERNATIONAL CONTRACT
PROVISIONS
              30
 31.1
              Packing,
      Shipping and Transportation Requirements
              30
 31.2
              U.
      S. Customs Invoice Requirements
              30
 31.3
              Duty
      Free /Special Tariff Programs / Free Trade
Agreements
              31
 31.4
              No
      Contributions, Fees and Commissions
              31
 31.5
              Gifts,
      Gift Foods, Promotional Items, Unsolicited Items and Personal
      Effects
              32
  32.0
              STRATEGIC ALIGNMENT
              32
  33.0
              UNITED STATES CUSTOMS AND BORDER PROTECTION’S CUSTOMS-TRADE
      PARTNERSHIP AGAINST TERRORISM (C-TPAT)
              32
  34.0
              SAFETY, HEALTH AND ENVIRONMENTAL
AFFAIRS
              33
 34.1
              Environmental
      Management Systems and Health Safety Management
    Systems
              33
 34.2
              Compliance
      with Boeing On-Site Requirements
              33
 34.3
              Reserved
              34
  35.0
              Reserved
              34
  36.0
              Reserved
              34
  37.0
              Reserved
              34
  38.0
              Reserved
              34
  39.0
              Reserved
              34
  40.0
              Reserved
              34
  41.0
              Reserved
              34
  42.0
              Reserved
              34
  43.0
              Reserved
              34
  44.0
              Reserved
              34
  45.0
              Reserved
              34
  47.0
              Reserved
              34
  Table of Contents
 5
  48.0
              Reserved
              34
  49.0
              ELECTRONIC COMMUNICATIONS
              34
 
  50.0
              RESTRICTIONS ON LOBBYING
              35
 50.1
              Applicability
              35
 50.2
              Certificate
              35
 50.3
              Flow
      Down
              35
 
  Signature
Page
 
 Attachment
1                                 Work
Statement and Pricing
 Attachment
1A                              Uniquely
Military Requirements
 Attachment
1B                               Component
Spares Requirements
 Attachment
2                                  Non-U.S.
Procurement Report
 Attachment
3                                  Rates
and Factors
 Attachment
4                                  Boeing
Electronic Commerce
 Attachment
5                                  Packing,
Shipping and Transportation
 Attachment
6                                  Seller
Data Submittals
 Attachment
7                                  Supplier
Data Requirements List Customers / Engineering
 Attachment
8                                  Reserved
 Attachment
9                                  Cost
and Performance Reviews
 Attachment
10                                Quality
Assurance Requirements
 Attachment
11                                Second
Tier Support Report
 Attachment
12                                Commercial
Invoice Requirements (Customs Invoice)
 Attachment
13                                On-Site
Terms & Conditions Supplement
 Attachment
14                                Production
Article Delivery Schedule
 Attachment
15                                Production
Article Definition & Contract Change Notices
 Attachment
16                                Non-Recurring
and Recurring Price Status and Summary Tables
 Attachment
17                                Value
Engineering Methodology
 Attachment
18                                Indentured
Priced Parts List and Spares Pricing
 Attachment
19                                Incremental
Release Plan and Lead Times
 Attachment
20                                Schedule
Change Examples
 Attachment
21                                Seller’s
Standard Stocked Items
 Attachment
22                                Sellers
Traditional Shipping Location
 Attachment
23                                Anti-Lobbying
Certificate
 Attachment
24                                Price
Lists
 
 Exhibit
A                                        
Raw Material Participation Agreement
  Table of Contents
 6
  AMENDMENTS
 
 Amend
                Number
              Description
              Date
              Approval
  Table of Contents
 7
  SPECIAL
BUSINESS PROVISIONS
 
 RELATING
TO
 
 BOEING
PRODUCTS
  THIS
SPECIAL BUSINESS PROVISIONS (SBP) is entered into as of enter date of SBP, by and
between Titanium Metals
Corporation, a Delaware corporation, with
its principal office in Dallas, Texas (“Seller”), and
The Boeing Company, a Delaware Corporation with an office in Seattle, Washington
("Boeing").  Hereinafter, the Seller and Boeing may be referred to
individually as a Party or jointly as “Parties” hereto.
  Now, therefore, in
consideration of the mutual covenants set forth herein, the Parties agree as
follows:
  AGREEMENTS
  1.0                      DEFINITIONS
   All
defined terms not defined herein shall have the meaning assigned in the General
Terms Agreement GTA-65310-2006 dated 01-01-2011(“GTA”).  In
addition, the following terms are defined as follows:
  
  A.
              "Drawing"
      means an electronic or manual depiction of graphics or technical
      information representing a Product or any part thereof and which includes
      the parts list and Specifications relating
  thereto.
  B.
              "End
      Item Assembly" means any Product which is described by a single part
      number and which is comprised of more than one component
    part.
  C.
              "Shipset"
      means the total set of Production Articles provided by Seller hereunder
      necessary for production of one Program Airplane or
      Derivative.
  D.
              "Spare
      Parts" or “Spares” means Production Articles or components thereof, and
      materials, assemblies and items of equipment relating thereto, which are
      intended for Boeing's use or sale as spare parts or production
      replacements. The term "Spare Parts" includes, but is not limited to,
      Boeing Proprietary Spare Parts.
  E.
              “Specifications”
      means chemical, physical and other specifications (which may include
      processing, procedures and inspecting and testing criteria) for
      Products.
  Table of Contents
 8
  2.0
              CONTRACTFORMATION
   2.1                      
Order
   Any Order
to which this SBP applies will include a statement incorporating this SBP by
reference unless otherwise specifically agreed in to in writing by the
Parties.
  Each such
Order will be governed by and be deemed to include the provisions of the
Agreement.
  Notwithstanding
anything to the contrary in the GTA Section 2.2, Seller is permitted to reject
any Order which (i) is not for a Product represented on Attchment 1 to this SBP,
(ii) is in excess of maximum volumes that Boeing is permitted to order under
Section 2.0(C) of Attachment 1 to this SBP or (iii) requests a delivery date
earlier than the lead times established expressly in accordance with this SBP;
provided Seller follows the procedure of reviewing less than lead time orders
under this SBP prior to rejection of such less than lead time
Order.
  2.2                      Entire Agreement
   This
Agreement sets forth the entire agreement, and supersedes any and all other
prior agreements understandings and communications between Boeing and Seller
related to the subject matter of an Order.  The rights and remedies
afforded to Boeing or Customers pursuant to any provisions of an Order are in
addition to any other rights and remedies afforded by any other provisions of
the Order, the General Terms Agreement (GTA) or the SBP, by law or
otherwise.
  2.3                      Incorporated
by Reference
   General
Terms Agreement (“GTA”) *dated
01/01/2011 is incorporated in and made a part of this SBP by this
reference.
  In
addition to any other documents incorporated elsewhere in this SBP or GTA by
reference, the following documents are incorporated in and made a part of this
SBP by reference with full force and effect, as if set out in full
text.  It is the Seller’s responsibility to comply with the latest
revision of these documents.
  PUGET
SOUND
  *
  LONG
BEACH
  *
  Table of Contents
 9
  2.4                      Order
of Precedence
  In the
event of a conflict or inconsistency between any of the terms of the following
documents, the following order of precedence shall control:
  *
  In
resolving any such conflicts, these documents shall be read as a whole and in a
manner most likely to accomplish their purposes.
  Either
Party shall promptly report to the other Party in writing any inconsistencies
discovered in these documents, even if the inconsistency is resolvable using the
above rules.
  2.5                      Survival
  Without
limiting any other survival provision contained herein and notwithstanding any
other provision of this SBP or the GTA to the contrary, the representations,
covenants, agreements and obligations of the Parties set forth in GTA Section
12.3 “Seller’s Claim”, GTA Section 16.0 “Termination or Wrongful Cancellation”,
GTA Section 18.0 “Responsibility for Property”, GTA Section 20.0 ‘ Proprietary
Information and Items”, GTA Section 24.0 “Boeing’s Rights in Seller’s Patents,
Copyrights, Trade Secrets and Tooling”, GTA Section 27.0 “Property Insurance”,
GTA Section 29.0 “Non-Waiver/Partial Invalidity”, this SBP Section 2.5
“Survival”, SBP Section 3.4 “ Type Design and Type Certification Data
Development and Protection” (if applicable), SBP Section 5.0 “Applicable Law”,
SBP Section 29.0 “Insurance”(if applicable), and SBP Section 43.0 “Supplements
and Modifications”(if applicable), shall survive any cancellation, termination
or expiration of this SBP, any assignment of this SBP or any payment and
performance of any or all of the other obligations of the Parties
hereunder.  Termination or cancellation of any part of this SBP shall
not alter or affect any other part of this SBP, which has not been terminated or
cancelled.
  2.6                      Electronic
Commerce (“E-Comm”)
  During
the period of performance of this Agreement, Seller shall maintain an electronic
trading account with Exostar (www.Exostar.com).
  3.0                      PERIODOF PERFORMANCE AND PRICES
  3.1                      Performance
  3.1.1                   Period
of Performance
  The
period of performance for this SBP shall include initial manufacturing
activities required to support delivery of Products beginning on *and ending on *.
  Table of Contents
 10
  3.1.2                   Option
to Extend
  Seller
and Boeing may extend the period of performance of this SBP by mutual written
agreement of both parties.  Boeing and Seller shall endeavor to reach
any such agreement no later than *.
  Notwithstanding
the option set forth herein, each Party reserves the right to commence new
negotiations with the other Party concerning pricing and other terms for
additional quantities of Products.
  3.2                      Pricing
  3.2.1                   Product
Pricing
  The
prices of Products ordered under this SBP are set forth in SBP Attachment
1.  Except as otherwise agreed to in writing by the Parties, pricing
as set forth in Attachment 1 shall be the price in effect at the time of the
Product(s) scheduled delivery dates. Prices are in United States
Dollars.
  *
  The
following shipping term as defined Incoterms 2000, published by the
International Chamber of Commerce, shall govern this contract.
  *
  In
addition, when the Products will be imported into the United States by way of
aircraft, the Seller has the responsibility of requiring, and ensuring, that the
forwarder/carrier provide, via email, a pre-alert and confirmed on board
notification to Boeing's contracted broker no less than * prior to the shipment
leaving the port of export.  The pre-alert must include a copy of the
completed commercial invoice, the airway bill, flight details, and confirmed on
board information. For identification of Boeing’s contracted broker contact
Boeing Supply Chain Logistics at http://www.boeing.com/companyoffices/doingbiz/flash.html.
  3.2.2                      Manufacturing
Configuration
  Unit
pricing for each Product or part number shown in SBP Attachment 1 is based on
the latest revisions of the engineering drawings or Specifications at the time
of the signing of this SBP and any amendments thereof.
  Table of Contents
 11
  3.2.3                    Packaging
  The
prices shown in SBP Attachment 1 include all packaging costs that are in
accordance with GTA Section 7.0, “Packing and Shipping”, and Boeing shall pay
charges, if any, for such special instructions or for any amendment to Boeing
Document D37522-6, “Supplier Packaging,” that increases the packaging cost to
Seller. Upon Boeing’s request, Seller will provide discrete packaging costs.
Seller shall package Product in accordance with the requirements of Boeing
Document D37522-6 “Supplier Packaging” as well as the applicable requirements
set forth in the documents referred to in SBP Section 2.3 for the location
issuing the Order.  In the case of shipments of Products in support of
spare requirements,  A.T.A. Specification 300 "Specification for
Packaging of Airline Supplies" shall apply unless otherwise directed by
Boeing.
  Seller
shall comply with carrier tariffs.  Unless the Order specifies
otherwise, the price for Products or Services sold are: (i) FOB Seller’s
facility for domestic shipments or (ii) Ex Works Seller’s facility for
international shipments.
  3.2.4                   Local
Transportation Devices
  Not
Applicable.
  3.3                      Subject
Matter of Sale
  Subject
to the provisions of this SBP, Seller shall sell to Boeing and Boeing shall
purchase from Seller certain Products as set forth in SBP Attachment
1.
  3.4                      Type
Design and Type Certification Data Development and Protection
  Not
Applicable.
  Table of Contents
 12
  3.5                      Reserved
   3.6                      Export
Compliance
   3.6.1                  Commercial/Defense
Item Representation
   With the
exception of those Products specifically identified in SBP Attachment 1A, if
applicable, each Party represents that (i) the Products and the parts and
components thereof, it is providing under this Agreement are not “defense
articles” as that term is defined in 22 C.F.R. § 120.6 of the ITAR and (ii)
the services it is providing under this Agreement are not “defense services” as
that term is defined in 22 C.F.R. § 120.9 of the ITAR.  The
Parties acknowledge that this representation means that an official capable of
binding the Party providing such Items knows or has otherwise determined that
such Items, and the parts and components thereof, are not on the ITAR’s
Munitions List at 22 C.F.R. §121.1.  Each Party agrees to reasonably
cooperate with the other in providing, upon request of the other Party,
documentation or other information that supports or confirms this
representation.  To the extent that such Products, or any parts or
components thereof, were specifically designed or modified for a military end
use or end user, the Party responsible for design of such Items shall notify the
other Party of this fact and shall also provide the other Party with written
confirmation from the United States Department of State that such Products, and
all such parts or components thereof, are not subject to the jurisdiction of the
ITAR.
  For those
Products specifically identified in SBP Attachment 1A, each party represents
that such Products are “defense articles” as that term is defined in 22 C.F.R.
§ 120.6 of the ITAR. and (ii) the services it is providing under this SBP
as it relates to those Products set forth in SBP Attachment 1A are “defense
services” as that term is defined in 22 C.F.R. § 120.9 of the
ITAR.  The Parties acknowledge that this representation means that an
official capable of binding the Party providing such Items knows or has
otherwise determined that such Items, and the parts and components thereof, are
on the ITAR’s Munitions List at 22 C.F.R. §121.1.  Each Party agrees
to reasonably cooperate with the other in providing, upon request of the other
Party, documentation or other information that supports or confirms this
representation.
  If Seller
is a U.S. company or is subcontracting to a U.S. company for ITAR controlled
work, Seller and/or its subcontractor shall be registered with the U.S.
Department of State in accordance with 22 C.F.R. §122.
  3.6.2                  Other
Military Program Requirements
   To the
extent applicable, for the Product(s) set forth in SBP Attachment 1A, Seller
shall be responsible for complying with the “Offshore Procurement” export
license under 22 C.F.R. § 124.13 included but not limited to the
following:
  A.
              Seller
      shall limit the use of the technical data to the manufacture of the
      defense articles required by this SBP or Order
  only;
  Table of Contents
 13
  B.
              Seller
      shall limit the disclosure of the ITAR controlled data to subcontractors
      within the same country or to subcontractors in other countries as
      specifically authorized under the
license;
  C.
              Prohibit
      the acquisition of any rights in the data by any foreign
      person;
  D.
              Require
      the Seller and its suppliers and subcontractor to destroy or return to
      Boeing all of the technical data exported pursuant to this SBP or Order
      upon fulfillment of their terms;
  E.
              Require
      delivery of the defense articles only to Boeing in the United States (or
      to Seller in case of lower tier
subcontracts);
  F.
              Identify
      the Product to be produced under the export
  license;
  G.
              Identify
      the export license number under which the ITAR controlled technical data
      is exported; and,
  H.
              Seller
      will include the relevant above contract language in their lower tier
      subcontracts if those subcontractors will be receiving the ITAR controlled
      technical data provided by Boeing.
  The
Export Administrator must provide a copy of the relevant portions of the
contract, Order or subcontract to the US Government’s Office of Defense Trade
Controls upon contract award/amendment.  Accordingly upon contract
award or amendment the Procurement Administrator, as defined in the applicable
legislation, must provide the sections of the supplier contract that contain the
above language along with the contract cover page and signature page to the
Export Administrator to be forwarded to the Government.
  4.0                      GOVERNINGQUALITY ASSURANCE REQUIREMENTS
  In
addition to those general quality assurance requirements set forth in the GTA,
the work performed under this SBP shall be in accordance with the requirements
set forth in SBP Attachment 10.
  Table of Contents
 14
  5.0                      APPLICABLELAW
  This
Agreement shall be governed by the laws of the State of Washington without
reference to the choice of laws provision thereof  This Agreement
excludes the application of the 1980 United Nations Convention on Contracts for
the International Sale of Goods.  Seller hereby irrevocably consents
to and submits itself exclusively to the jurisdiction of the applicable courts
of King County Washington and the federal courts of Washington State for the
purpose of any suit, action or other judicial proceeding arising out of or
connected with any Order or the performance or subject matter
thereof.  Seller hereby waives and agrees not to assert by way of
motion, as a defense, or otherwise, in any such suit, action or proceeding, any
claim that (a) Seller is not personally subject to the jurisdiction of the
above-named courts, (b) the suit, action or proceeding is brought in an
inconvenient forum or (c) the venue of the suit, action or proceeding is
improper.
  6.0                      PRODUCTSUPPORT AND ASSURANCE
  6.1                      Warranty
  Seller
acknowledges that Boeing and Customers must be able to rely on each Product
performing as specified.  Accordingly, the following provisions,
including documents, if any, set forth below are incorporated herein and made a
part hereof:
  *.  Boeing
may, at its option, either * in the same manner and to the same extent as
Products originally delivered under this SBP, but only as to the *
thereof.  Even if the Parties disagree about the existence of a breach
of this warranty, Seller shall promptly comply with Boeing’s direction to:
*  If the Parties later determine that Seller did not breach this
warranty, the Parties shall equitably adjust the Price.  Any claim
against Seller for breach of the foregoing warranty shall be made in writing no
later than * after delivery of such Product by Seller, and after which time any
such claim shall be deemed waived and barred.  Boeing may extend the
warranty period by an additional period of * with written notice to TIMET in the
event Boeing’s titanium inventories are in excess of *.
 
 Notwithstanding
the foregoing, Boeing shall retain the right to seek contribution or indemnity
from Seller, to the extent provided by applicable law, in respect of its payment
for any product liability claim made by Boeing's customers or other third
parties relating to Product purchased by Boeing under the
Agreement.
  *
  Boeing
may choose initially not to extend the Seller's full warranty of Product to
Customers.  This action shall in no way relieve Seller of any
obligation set forth in the warranty stated above.  Boeing, at its
sole discretion, may extend Seller's full warranty of Product to its Customers
at any time.  Furthermore, Seller agrees to support the Product as
long as any aircraft using or supported by the Product remains in
service.
 
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 15
  6.2                      Integrated
Materials Management (IMM) Program
   If
requested by Boeing, Seller shall participate in and support Boeing's Integrated
Materials Management (IMM) Program pursuant to terms and conditions mutually
determined by the Parties that will achieve an efficient and low cost supply
chain infrastructure pursuant to the goals and strategies of the IMM Program as
set forth below:
  A.
              Provide
      a Boeing integrated solution for Customers’ material management
      operations;
  B.
              Provide
      guaranteed service levels to Customers’ maintenance
      operations;
  C.
              Reduce
      inventory and process costs with better service levels to
      customers;
  D.
              Enable
      supply chain and Customers to reduce costs and share
    benefits.
  IMM
on-site functions may be located at Customers’ facilities and may include,
demand planning, inventory management, repair and overhaul services and
replenishment management.  IMM global functions may include, planning
and collaboration, global operations, systems integration, network supplier
management, global logistics management, quality assurance, human resources,
parts/services engineering, finance and accounting, communications, product
development.
  
  7.0                      PAYMENT
   7.1                      Recurring
Price
   Unless
otherwise provided in the applicable Order or written agreement between the
Parties, payment shall be *.
  Except as
otherwise provided in the applicable Order identifying pay-from receipt, payment
due dates, including discount periods, shall be computed from (a) the date of
receipt of the Product, (b) the date of receipt of a correct (proper) invoice or
(c) the scheduled delivery date of such Product, whichever is
later.  Unless freight and other charges are itemized, any discount
shall be taken on the full amount of the invoice.  All payments are
subject to adjustment for shortages, credits and rejections.
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 16
  7.2                      Nonrecurring
Price/Special Charges
  Unless
otherwise provided in the applicable Order, any Nonrecurring price payable by
Boeing under SBP Attachment 1 will be paid * after receipt by Boeing of both
acceptable Products and a correct invoice and where required, a completed
certified tool list (CTL).
  7.3                      Payment
Method
  All
payments hereunder shall be made by Automated Clearing House (ACH) electronic
funds transfer payable to the order of Seller.
  7.4                      Payment
Errors
  If an
error in payment (over payment or under payment) is discovered by Boeing or
Seller, a written notification will be submitted to the other Party and
resolution of the error will occur in a timely manner after discovery of such
error.
  7.5                      Spare
Parts
   Not
Applicable.
  8.0                      SCHEDULEACCELERATION/DECELERATION
   Notwithstanding
GTA Section 10.0, Boeing may revise the delivery schedule and/or firing order
without additional cost or change to the unit price stated in the applicable
Order if (a) the delivery date of the Product under such Order is on or prior to
the end date of this SBP, if applicable, and (b) Boeing provides Seller with
written notice of such changes.
  Upon
receipt of written notice of the change, Seller shall make its best effort to
implement the change as soon as possible, but in no event shall the change be
implemented later than * after notification of schedule acceleration or * after
notification of a schedule deceleration.
  
  9.0                      NOTICES
   9.1                      Addresses
   For all
matters requiring the approval or consent of either Party, such approval or
consent shall be requested in writing and is not effective until given in
writing. Notices and other communications shall be given in writing by personal
delivery, United States mail, express delivery, facsimile, or electronic
transmission addressed to the respective party as follows:
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 17
 To
Boeing:            Attention:
Jeffry L
Melville                                                                Mail
Code: 05-03
 Boeing Commercial Airplanes
 P.O. Box 3707
 Seattle,
Washington  98124-2207
  
  To
      Seller:
              Titanium
      Metals Corporation
 Attn:
      Boeing Account Manager
 14281
      Franklin Ave
 Tustin,
      CA 92780
 
 cc:
              Titanium
      Metals Corporation
 Attn:
      V.P. & General Counsel
 3
      Lincoln Cntre
 5430 LBJ Freeway, Suite
1700
 Dallas,
      Texas 75240-2697
  
  10.0                      OBLIGATIONTO PURCHASE AND SELL
   Boeing
and Seller agree that in consideration of the prices set forth under Section 1.0
of SBP Attachment 1, Boeing shall issue Orders for Products from time to time to
Seller, and Boeing shall purchase, and Seller shall sell, in each calendar year
*.  Such Products shall be shipped at any scheduled rate of delivery,
as determined by Boeing, and Seller shall sell to Boeing Boeing's requirements
of such Products, provided that, without limitation on Boeing's right to
determine its requirements, Boeing shall not be obligated to issue any Orders in
excess of *:
  *
 
  For
purposes of this SBP Section 10.0, Boeing is defined as those organizations,
divisions, groups or entities set forth specifically in SBP Attachment
1.
  Seller
represents and warrants to Boeing that *.
  11.0                      COSTAND PERFORMANCE VISIBILITY
   Subject
to the limitations set forth in GTA Section 9.0, Examination of Records, when
requested by Boeing, Seller shall provide * at the Seller's facility in support
of cost and performance reviews performed by the Parties pursuant to cost
reduction initiatives as set forth in SBP Section 12.6.  Such data,
where applicable may be submitted in the format set forth in Boeing Form X30674,
“Supplier Price Reduction Proposal (SPRP)”.
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 18
  The Cost
and Performance Review (CPR) process is the tool, which the Parties will use to
measure Seller’s performance to the goals and objectives of Boeing as set forth
in SBP Section 12.6.  Boeing and Seller shall implement a structured
process called CPR to review and identify areas, processes and strategies to
improve, reduce or eliminate costs and/or improving cycle times for the
Product(s) set forth in this SBP.  The CPR process will address those
activities, which are a direct result of both Parties
involvement.  Seller will provide the resources and data sufficient to
support the CPR process in accordance with the structure set forth in SBP
Attachment 9.
  12.0                      CHANGEPROVISIONS
  12.1                      Reserved
  12.2                      Computation
of Equitable Adjustment
  The Rates
and Factors set forth in SBP Attachment 3, which by this reference is
incorporated herein, shall be used to determine the equitable adjustment, if
any, (including equitable adjustments, if any, in the prices of Products to be
incorporated in Derivative Aircraft), to be paid by Boeing pursuant GTA Section
10.0 for each individual change.
  12.3                      Obsolescence
  Seller
may not submit a claim for obsolete material or Product in its possession
resulting from an individual change order or termination that has a total claim
value of * or less.
  12.4                      Change
Absorption (Nonrecurring/Recurring)
  Not
Applicable
  12.5                      Planning
Schedule
  No later
than *, (forecast dates) of each year, Boeing will provide Seller with
*  In accordance with the current practice between the Parties, *,
Seller will provide Boeing with the * which report shall contain * are subject
to adjustment or change as required by Seller’s
business.  *.
  12.6                      Total
Cost Management
  Boeing
and Seller shall engage in a process herein known as Total Cost Management
(TCM).  Boeing and Seller shall each identify cost reduction
opportunities and work together for implementation.  Boeing and Seller
shall review TCM opportunities on a periodic basis, which shall include the
establishment of targets and implementation plans.  Where Boeing and
Seller identify TCM cost improvements, beyond those previously anticipated,
identified and documented in the price, the Parties will determine the amount of
savings that will result from the improvements and share the
savings.  Notwithstanding any other provision(s) elsewhere in this
SBP, where a savings is identified as part of TCM, the Parties agree to reduce
the price accordingly including any related Spares work statement priced
pursuant to this SBP.  Seller suggestions disapproved by Boeing may be
given consideration in achievement of TCM targets.
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 19
  12.6.1                   Boeing
Generated Technical and Cost Improvement
  At any
time during the Seller's performance under this SBP, Boeing may offer specific
recommendations to Seller for the incorporation of any new technologies and
process improvements intended to reduce Seller's costs or improve Product
performance.  These recommendations may include, but are not limited
to, Boeing Proprietary Information and Materials and Boeing owned
patents.  Notwithstanding any other provision(s) elsewhere in this
Agreement, where a savings is identified and documented, the Parties agree to
reduce the price accordingly.  Such recommendations by Boeing shall
not relieve Seller of its obligation to perform under this
Agreement.
  12.7                      Reserved
  12.8                      Critical
Manufacturing Reorder Lead-Time
  Not
Applicable.
  12.9                      Derivative
Aircraft
  Boeing
may, but is not obligated to direct Seller within the scope of the applicable
Order and in accordance with the provisions of GTA Section 10.0 to supply
Boeing's requirements for Products for Derivative aircraft which correspond to
those Products being produced under the applicable Order.  For
purposes of this SBP Section, Derivative Aircraft means any model airplane
designated by Boeing as a derivative of an existing model airplane and which:
(1) has the same number of engines as the existing model airplane; (2) utilizes
essentially the same aerodynamic and propulsion design, major assembly
components, and systems as the existing model airplane; (3) achieves other
payload/range combinations by changes in body length, engine thrust, or
variations in certified gross weight; (4) has the same body cross-section as the
subject model aircraft; and (5) is designated as a Derivative to the FAA by
Boeing. A Derivative does not include any subject model aircraft, which has been
or was currently in production as of the date of execution of this SBP.
Furthermore, Boeing reserves the right to extend application of the above
Products and prices to other aircraft models as required.
  13.0                      SPARESAND OTHER PRICING
  13.1                      Spares
  For
purposes of this SBP Section, the following requirements and definitions shall
apply:
  A.
              AIRCRAFT
      ON GROUND (AOG) - means the highest Spares priority.  Seller
      will expend best efforts to provide the earliest possible shipment of any
      Spare designated AOG by Boeing.  Such effort includes but is not
      limited to working twenty-four (24) hours a day, seven days a week and use
      of premium transportation.  Seller shall specify the delivery
      date of any such AOG Spare within * of receipt of an AOG Spare
      request.
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 20
  B.
              DEMAND
      DATE – means the date provided to Seller by Boeing as to when Boeing wants
      the Product(s) on-dock.  Seller will provide a commitment to
      Boeing no later than * from notification of demand
  date.
  C.
              SELLER’S
      FULL LEADTIME SPARE - means a Spare in which the Demand Date is equal to
      or greater than Seller’s normal lead-time or the Demand Date is less than
      Seller’s normal lead-time but Seller’s best effort commitment is Seller’s
      normal lead-time.
  D.
              SELLER’S
      LESS THAN FULL LEADTIME SPARE - means a Spare in which the Demand Date is
      less than Seller’s normal lead-time and Seller’s best effort commitment to
      meet the Demand Date is less than Seller’s normal
  lead-time
  E.
              PURCHASED
      ON ASSEMBLY REQUIREMENT (POA) - means any detail component needed to
      replace a component on an End Item Assembly currently in Boeing's assembly
      line process.  Seller shall expend best efforts to provide the
      earliest possible delivery of any Spare designated as POA by
      Boeing.  Such effort includes but is not limited to working
      twenty-four (24) hours a day, seven days a week and use of premium
      transportation.  Seller shall specify the delivery date of any
      such POA within * of a POA request.
  F.
              IN-PRODUCTION
      SPARE - means any Spare which is in the current engineering configuration
      for the Product and is used on a model aircraft currently being
      manufactured by Boeing at the time of the
Order.
  G.
              NON-PRODUCTION
      SPARE - means any Spare which is used on model aircraft no longer being
      manufactured by Boeing (Post Production) or is in a non-current
      engineering configuration for the Product (Out of
    Production).
  H.
              BOEING
      PROPRIETARY SPARE - means any Spare, which is manufactured (i) by Boeing,
      or (ii) to Boeing's detailed designs with Boeing's authorization or (iii)
      in whole or in part using Boeing's Proprietary Information and
      Materials.
  13.1.1                                Spares
Support
  Seller
shall provide Boeing with a written Spares support plan describing Seller's
process for supporting AOG commitments and manufacturing support.  The
plan must provide Boeing with the name and number of a twenty-four (24) hour
contact for coordination of AOG requirements.
  Seller
shall notify Boeing as soon as possible via fax, telecom, or as otherwise agreed
to by the Parties of each AOG requirement shipment. Such notification shall
include time and date shipped, Order, method of transportation and air bill if
applicable.  Seller shall also notify Boeing immediately upon the
discovery of any delays in shipment of any requirement and identify the earliest
revised delivery dates possible.
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 21
  13.1.2                                Reclassification
or Re-exercises
  Boeing
may instruct Seller to re-prioritize or reclassify an existing requirement in
order to improve or otherwise change the established shipping
schedule.  Seller shall expend the effort required to meet the revised
requirement as set forth above in the definitions of the
requirements.  Seller's commitment of a delivery schedule shall be
given in accordance with that set forth above for the applicable classification
but in no case shall it exceed * from notification by Boeing.
  13.1.3                                Spare
Pricing
  Except as
set forth in subsections 13.1.3.1 and 13.1.3.2 below, the price for Boeing
Spare(s) shall be the same as the production price for the Products as listed on
SBP Attachment 1, in effect at the time the Spare(s) are ordered, subject to
Boeing’s responsibility for all additional costs, if any, resulting from a Spare
request.
  13.1.3.1                      Aircraft on Ground (AOG) and
Purchased On Assembly (POA) Requirement
  The price
for AOG and POA requirements shall be the price for such Products listed on SBP
Attachment 1 in effect when such Spares are scheduled for delivery, subject to
Boeing’s responsibility for all additional costs, if any, resulting from such
AOG and POA Spare request.
  13.1.3.2                           
Seller’s Less Than Lead-time Spare
  The price for Seller’s Less Than
Lead-time Spare shall be the price for such Products listed on SBP Attachment 1
in effect when such Spares are scheduled for delivery, subject to Boeing’s
responsibility for all additional costs, if any, resulting from such less than
Lead-time Spare request.
  13.2                                  
Expedite of Production Requirements
  Any
expedite charges to be paid for short flow production requirements shall be
pre-approved by the Procurement Representative.  Seller shall provide
data to verify expedite charges. If Seller fails to meet their committed
delivery, Boeing shall not be obligated to pay the agreed upon
amount.
  13.3                                  
Tooling
   13.3.1                                Responsible
Party
  Not
Applicable.
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 22
 13.3.2                                Boeing
Furnished Tooling
   Not
Applicable.
  13.3.3                                Additional
Tooling Requirement
  Not
Applicable.
  13.3.3.1                             Title
to Tooling
   Not
Applicable.
  13.3.3.2                             Use
and Disposition of Tooling
   Not
Applicable.
  13.3.3.3                             Accountability
for Tooling
   Not
Applicable.
  13.3.3.4                            
Certified Tool Lists
   Not
Applicable.
  13.4                                   
Pricing of Boeing's Supporting Requirements
   Any
Products required to assist Boeing's supporting requirements, including but not
limited to requirements for test requirements, factory support, and Spares will
be provided for not more than the applicable price as set forth in SBP
Attachment 1.
  13.5                                   
Pricing of Requirements for Modification or Retrofit
   13.5.1                                Boeing
Responsibility or Regulatory Requirement
   Any
Products required by Boeing to support a modification or retrofit program which
results from a regulatory requirement or which Boeing may be liable for the cost
associated with such program shall be provided to Boeing at a price not more
than the applicable price as set forth in SBP Attachment 1.
  13.5.2                               Contract
Aftermarket Modification or Retrofit Work Performed by Boeing
   Any
Products required by Boeing to support modification or retrofit programs, which
Boeing performs under contract, shall be provided for not more than the
applicable price as set forth in SBP Attachment 1.
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 23
  13.6                      Pricing
of Similar Products
   New
Products ordered by Boeing that are similar to or within Product families of
Products currently being manufactured by Seller shall be priced using the same
methodology or basis as that used to price the existing Product(s).
  
  14.0
              STATUSREPORTS/REVIEWS
  14.1                      General
Reports / Reviews
  When
requested by Boeing, Seller shall update and submit, as a minimum, monthly
status reports or data requested by Boeing using a method mutually agreed upon
by Boeing and Seller. Boeing has the right to impose more frequent reporting on
Seller to achieve program objectives.
  When
requested by Boeing, Seller shall provide to Boeing a manufacturing milestone
chart identifying the major purchasing, planning and manufacturing operations
for the applicable Product(s).
  Program
reviews will be held at Seller’s facility or Boeing’s facilities as requested by
Boeing.  The topics of these reviews may include, but not be limited
to, raw material and component part status, manufacturing status, production
status, Seller’s current and future capacity assessments, Boeing supplied
components, inventory, Boeing’s requirements, changes, forecasts and other
issues pertinent to Seller’s performance under this SBP.  Reviews will
allow formal presentations and discussion of status reports as set forth
above.
  Formal
management reviews shall be held periodically by Boeing and Seller to evaluate
total cost performance (including overhead, man-hours (production and
support)).  Subject to GTA Section 9.0, Examination of Records, during
these reviews, Seller shall present and provide actual cost performance data
with respect to this SBP.
  
  14.2                      Diversity
Reporting
  Seller
shall report to Boeing on a quarterly basis, starting from the effective date of
this Special Business Provision (SBP) or amendment, all payments made to one or
more of the following business categories:
  Small
Businesses (which includes small disadvantaged businesses (SDB) small minority
business enterprises and small women business enterprises),
  Minority
Business Enterprises (MBE) (which includes small/large minority business
enterprises and small/large disadvantaged businesses),
  Table of Contents
 24
  Women
Business Enterprises (WBE) (which includes small/large women business
enterprises)
  Report
the dollars and the percentage of the contract price paid Seller to date on the
form identified in SBP Attachment 11.  The Seller will download the
form from The Boeing Company website and email the completed form to:
SMPdiversitystrategy@boeing.com and copy the procurement agent.
  Directions
to the Boeing Commercial Airplanes (BCA) Second Tier Report form:
  A.
              Click
      on the following link:  http://www.boeing.com/companyoffices/doingbiz/esd/links.html
  B.
              Find
      "Boeing Commercial Airplanes Supplier Diversity and click on and download
      the Second Tier Report (Form X32993)"   Instruct Seller to
      put "Second Tier Reporting form" in the email's subject
    line.
  Where a
2nd tier
supplier of Seller meets the requirements of a particular business category it
is permissible for the Seller to report that supplier under more than one
business category.   For example: a woman business enterprise may
also be reported under a small business concern.  Or a small business
may also meet the requirements of small minority business, small disadvantage
business and small woman business.  If you have questions contact your
Supplier Diversity Specialist.
  14.3
              Program
      Manager
  Seller
will assign a program manager whose responsibility will be to oversee and manage
Seller's performance hereunder.  The assignment of such program
manager will be subject to Boeing's prior approval of such Person's
resume.
  14.4                      Certified
Tool List
  Not
Applicable.
  14.5                      Problem
Reports
  Seller
shall provide a detailed report, notifying Boeing of program problems/issues
that could impact Seller’s ability to deliver Products on time and otherwise in
conformance with the terms of the Agreement.  The report shall contain
a detailed description of the problem, impact on the program or affected tasks,
and corrective/remedial action, with a recovery schedule.  Submittal
of a report in no way relieves Seller of any obligations under the Agreement nor
does it constitute a waiver of any rights and remedies Boeing may have with
respect to any default.
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 25
  Problem
reports shall be submitted to the Procurement Representative within * of known
problem to Seller. Where problems arise prior to a normal status reporting date,
Seller shall report said events *.  Status reports shall include, but
are not limited to, the following topics:
  A.
              Delivery
      schedule updates, schedule impact issues and corrective
      action;
  B.
              Technical/manufacturing
      progress since the previous report period, including significant
      accomplishments, breakthroughs, problems and
  solutions;
  C.
              Identification
      of changes to key manpower or staffing
levels;
  D.
              Identification
      of the critical events/activities expected within the next month and a
      discussion of potential risk
factors;
  E.
              Progress
      on open Action Items, including closure
dates;
  F.
              Purchased
      components and raw material status;
  G.
              Identification
      of Quality issues and resolutions;
  H.
              Manufacturing
      and Quality inspection progress of First Article
  products;
  I.
              Status
      on tool design and fabrication, as applicable, until
      completion;
  J.
              Inventory
      status of castings and forgings procured by Seller (if
      applicable).
  14.6                      Reserved
  15.0
              INDUSTRIALPARTICIPATION
  15.1                      Market
Access and Sales Support
  Seller
agrees to work with Boeing *.  Boeing and Seller agree
*.  With respect to work covered by this SBP, and if directed by
Boeing, Seller agrees *.  Such direction may occur at any time during
the performance of this SBP.  Although not required to do so, Seller
may *.  If Seller is directed by Boeing *. Boeing shall respond within
* on whether Seller is to proceed.
  15.2                      Offset
Assistance
  Seller
shall cooperate with Boeing *.  In the event that Seller is either
directed by Boeing, or on its own *.  Seller shall take
*.  Seller shall document on SBP Attachment 2 *.  Seller
shall provide to Boeing an updated copy of SBP Attachment 2 for the
*.  The reports shall be submitted on the *. If Seller is directed by
*.
  Table of Contents
 26
  15.3                      Credit
against Aircraft Sales
   Not
Applicable
  16.0                      BOEINGFURNISHED MATERIAL/SUPPLIER BANKED MATERIAL
   16.1           Boeing
Furnished Material
   Material,
including but not limited to raw material, standards, detail components and
assemblies, furnished to Seller by Boeing shall be administered in accordance
with a Bonded Stores Agreement between Boeing and Seller.
  Seller
shall provide Boeing with required on-dock dates for all
material.  Seller's notice shall provide Boeing with sufficient time
to competitively acquire the material if, in its sole and absolute discretion,
it desires to do so.
  
  *
  17.0                      PARTICIPATION
  17.1                      Other
Boeing Entities and Licensees
  Seller
agrees that *.  Seller agrees that *.  Seller shall notify
the Boeing Procurement Representative named in SBP Section 9.0 of
*.
  17.2                      Boeing
Subcontractors/Suppliers
  Seller
agrees that *.  Seller agrees * used under this SBP.  Boeing
*.  Seller agrees that *.  Seller may request
*.  Seller shall periodically inform the Procurement Representative of
*.
  17.3                      Notification
of Contract
  In the
event a purchaser known by Seller to be a * covered by this SBP but *, Seller
shall notify Boeing’s Procurement Representative of * from the Boeing
Procurement Representative regarding the manner in which * shall be
handled.
  17.4                      Notification
of Price Reductions
  If Seller
is * that results in *, Seller agrees to notify the Boeing Procurement
Representative immediately of * and shall extend * to this SBP.
  18.0                      INVENTORYAT CONTRACT COMPLETION
  Table of Contents
 27
  Not
Applicable.
  19.0                      OWNERSHIPOF INTELLECTUAL PROPERTY
   Not
Applicable.
  
  20.0                      ADMINISTRATIVEAGREEMENTS
  Administrative
Agreements are used for administrative matters not specifically addressed
elsewhere and set forth-certain obligations of the Parties relating to the
administration of each Order.  The Administrative Agreements, if any,
are identified and incorporated in SBP Section 2.3.
  21.0                      GUARANTEEDWEIGHT REQUIREMENTS
  Not
Applicable.
  22.0                      SELLERDATA REQUIREMENTS
  Not
Applicable.
  23.0                      DEFERREDPAYMENT
  Not
Applicable.
  24.0                      SOFTWAREPROPRIETARY INFORMATION RIGHTS
  Not
Applicable.
  25.0                      CONFIGURATIONCONTROL
  Not
Applicable.
  26.0                      INFRINGEMENT
  Seller
will indemnify, defend, and hold harmless Boeing and its Customers from all
claims, suits, actions, awards (including, but not limited to, awards based on
intentional infringement of patents known at the time of such infringement,
exceeding actual damages, and/or including attorneys' fees and/or costs),
liabilities, damages, costs and attorneys' fees related to the actual or alleged
infringement of any United States or foreign intellectual property right
(including, but not limited to, any right in a patent, copyright, industrial
design or semiconductor mask work, or based on misappropriation or wrongful use
of information or documents) and arising out of the manufacture, sale or use of
Products by either Boeing or its Customers.  Boeing and/or its
Customers will duly notify Seller of any such claim, suit or action; and Seller
will, at its own expense, fully defend such claim, suit or action on behalf of
Boeing and/or its Customers.  Seller shall have no obligation under
this SBP Section 26.0 with regard to any infringement arising from: (i) Seller's
compliance with formal specifications, other than specifications which reflect
one or more industry standards in which event this exception (i) shall not
apply, issued by Boeing where infringement could not be avoided in complying
with such specifications or (ii) use or sale of Products for other than their
intended application.  For purposes of this SBP Section 26.0 only, the
term Customer shall not include the United States Government; and the term
Boeing shall include The Boeing Company and all Boeing subsidiaries and all
officers, agents, and employees of Boeing or any Boeing subsidiary.*.
  
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 28
  27.0                      RAWMATERIAL PROGRAM
  27.1                      Boeing
Raw Material Strategy
   Not Applicable.
  
  28.0                      DIGITIZATIONOF PROPRIETARY INFORMATION AND
MATERIALS
  Each
Party grants to the other Party, a license under Seller’s copyrights for the
purpose of converting Proprietary Information and Materials to a digital format
(“Digital Materials”) and make such Digital Materials available to its employees
for company internal use through a computer data base
system.   Except as otherwise specifically agreed to in writing
by the Parties, said license set forth hereunder shall survive termination or
cancellation of this SBP relative to Digital Materials included in Boeing’s
computer data base system prior to receipt of such notice of termination or
cancellation.
  29.0
              INSURANCE
   29.1                      Indemnification
Negligence of Seller or subcontractor
  Not
Applicable.
  29.2                      Commercial
General Liability
  Not
Applicable.
  29.3                      Automobile
Liability
  Not
Applicable.
  29.4                      Workers’
Compensation
  Not
Applicable.
  Table of Contents
 29
  29.5                      Certificates
of Insurance
  Not
Applicable.
  29.6                      Self-Assumption
  Not
Applicable.
  29.7                      Protection
of Property
  Not
Applicable.
  30.0
              BOEINGTECHNICAL / MANUFACTURING ASSISTANCE REGARDING
      SELLER’S NONPERFORMANCE
  Seller
shall reimburse Boeing for all Boeing resources expended in providing Seller
and/or Seller’s subcontractors or supplier’s technical or manufacturing
assistance in resolving Seller nonperformance issues at the established Boeing
internal wage rate, which shall include fringe benefits, multiplied by the
estimated hours recorded by Boeing, plus the estimated Material costs associated
with providing such assistance. In addition, Seller shall, at Boeing's request,
pay for normal and customary expenses relating to salaries, living expenses,
travel and any other reasonable expenses related to the provision of technical
or manufacturing services.  Such reimbursement may be offset against
any pending Seller invoice, regardless of Boeing model or
program.  Boeing’s rights under this clause are in addition to those
available to Boeing for Seller’s nonperformance issues, including those where a
demand for an Adequate Assurance of Performance may be made under GTA Section
17.0.
  31.0                      INTERNATIONALCONTRACT PROVISIONS
  31.1                      Packing,
Shipping and Transportation Requirements
  In
addition to the provisions set forth in GTA Section 7.0 and SBP Section 2.3,
Seller shall comply with the requirements set forth in Attachment
5.
  31.2                      U.
S. Customs Invoice Requirements
  Customs
and Border Protection (CBP) requires a commercial invoice for all imports into
the U.S.  A commercial invoice is one prepared by the Seller or
Shipper of the Products and contains sufficient information for Customs to
determine the value, tariff classification, and admissibility of an import
shipment.
  A
commercial invoice is normally a document accompanying the import shipment. In
many instances, it is a copy of the same financial invoice being used by Boeing
to pay the Seller. The invoice can be a commercial or invoice generated
specifically for the purpose of declaring the import shipment to Customs,
particularly in the case of non-purchased goods.
  Each
commercial invoice of imported merchandise shall set forth the information
identified in Attachment 12 to this SBP.
  Table of Contents
 30
  31.3                      Duty
Free /Special Tariff Programs / Free Trade Agreements
  In
addition to the required commercial invoice, packing list and bill of lading,
Seller shall provide the following documentation to support any duty free,
special tariff programs or free trade agreements as applicable prior to shipping
to the United States.
  A.
              North
      American Free Trade Act – Original or Blanket NAFTA Certificate
      of      Origin
  B.
              Civil
      Aircraft Agreement – Qualification statement,
  affidavit
  C.
              Generalized
      System of Preferences – GSP
declaration
  D.
              Israeli
      Free Trade Act – Form A
  E.
              Caribbean
      Basin Economic Recovery Act – CBI
declaration
  F.
              Caribbean
      Basin Trade Sellership Act – CBI
declaration
  G.
              African
      Growth Opportunity Act Qualification statements,
  affidavits
  H.
              Chilean
      Free Trade Act – CFTA declaration
  I.
              Jordan
      Free Trade Act – JFTA declaration
  J.
              Singapore
      Free Trade Act – SFTA declaration
  K.
              Australian
      Free Trade Act – AFTA declaration
  The facts
contained in the documentation shall be verified by the Seller and originally
signed by the verifying official who has direct knowledge of the facts contained
in the documentation.
  If a
blanket certificate is issued, the information shall be revised accordingly
whenever changes occur and the document shall be verified on an annual basis by
the Seller and resubmitted to the Boeing on an annual basis during the life of
the agreement.
  31.4                      No
Contributions, Fees and Commissions
  Seller
will not directly or indirectly authorize, promise, offer or make any payment,
gift or contribution to any person, organization, government, government
representative, political party or organization that would constitute or appear
to constitute a bribe, kickback, or other illegal payment under any applicable
law, including the U.S. Foreign Corrupt Practices Act, either during or after
termination of the Agreement.  In addition, Seller will not directly
or indirectly authorize, promise, offer or make any political contributions as
defined in 22 CFR 130.6 or any fees or commissions as defined in 22 CFR
130.5.
  Table of Contents
 31
  31.5
              Gifts,
      Gift Foods, Promotional Items, Unsolicited Items and Personal
      Effects
   Seller
shall not include any gifts, gift foods, promotional items, (i.e. pens,
t-shirts, souvenirs, posters, magazines, recorded music and movies, etc.,)
unsolicited items or any other personal effects inside the packages or
containers of any procured item.  Only items properly procured on the
purchase contract shall be shipped to Boeing.  Unmanifested or
uninvoiced items which are not properly documented may cause delays in customs
clearance. Certain commodities may require additional customs, other government
agency forms and filing requirements.
  32.0                      STRATEGICALIGNMENT
  Not
Applicable.
  33.0
              UNITEDSTATES CUSTOMS AND BORDER PROTECTION’S CUSTOMS-TRADE
      PARTNERSHIP AGAINST TERRORISM
(C-TPAT)
  
 C-TPAT is
an initiative between business and government to protect global commerce from
terrorism and increase the efficiencies of global transportation.  The
program calls for importers, carriers and brokers to establish policies to
enhance their own security practices and those of their business partners
involved in their supply chain.  Such practices may include but are
not limited to the following:
  Procedural
Security –Procedures in place to protect against unmanifested material being
introduced into the supply chain–
  Physical
Security –Buildings constructed to resist intrusion, perimeter fences, locking
devices, and adequate lighting;
  Access
Controls –Positive identification of all employees, visitors and
suppliers;
  Personnel
Security –Employment screening, background checks and application
verifications;
  Education
and Training Awareness –Security awareness training, incentives for
participation in security controls;
  Seller
agrees to work with Boeing and appropriate industry and governmental agencies,
as necessary, to develop and implement policies and processes consistent with
the C-TPAT initiative to ensure the safe and secure transport of Products under
this SBP.
 
 Table of Contents
 32
 34.0
              SAFETY, HEALTH AND ENVIRONMENTAL
  AFFAIRS
  34.1
              Environmental
      Management Systems and Health Safety Management
  Systems
  Seller
shall implement an environmental management system (“EMS”) meeting the
requirements of International Standards Organization (ISO) 14001 with respect to
its performance under this SBP.  The EMS shall be certified and
registered by an independent auditing body, and a copy of the certification
shall be provided to Boeing.  Seller shall promptly notify Boeing of
any change to its EMS’s certification or registration status.  Seller
shall include these requirements in each of its subcontractor and supplier
contracts in support of the performance of Seller’s obligations under this
Agreement, as well as the requirements of GTA Section 21.1 (Compliance with
Laws).
  Seller
shall implement a health and safety management system (“HSMS”) with respect to
its performance under this SBP.  Seller shall include this requirement
in any of its subcontractor and supplier contracts in support of the performance
of Seller’s obligations under this Agreement, as well as the requirements of GTA
Section 21.1 (Compliance with Laws).
  In no
event, shall this SBP section 34.1 be construed to grant Boeing the power to
direct or cause the direction of the management or policies of Seller, or any of
its subcontractors or suppliers.
  34.2                      Compliance
with Boeing On-Site Requirements
  In the
event Seller or Seller’s subcontractor(s) or supplier(s) perform any aspect of
Seller’s work under this Agreement involving activities potentially creating
environmental or safety issues, including but not limited to manufacturing
activities, on property owned, operated, leased, or controlled by Boeing
(hereinafter "On-Site Work"), Seller shall comply with Attachment 13 "Safety
Health and Environmental Terms and Conditions Supplement for Work At or Within
the Vicinity of a Boeing Facility," with respect to that work.  This
requirement shall not apply to work performed on property owned or leased by
Boeing and leased or subleased by Boeing to Seller or a subcontractor or
supplier of Seller, except to the extent that Boeing employs are, or are
expected to be, regularly or repeatedly involved in conjunction with employees
of Seller, its subcontractor(s) or supplier(s) in activities potentially
creating environmental or safety issues, including but not limited to
manufacturing activities, at such leased property.  Seller shall
include these requirements in each of its subcontractor and supplier contracts
in support of the performance of Seller’s obligations under this Agreement, as
well as the requirements of GTA Section 21.1 (Compliance with
Laws).
  In the
event that Seller or Seller’s Subcontractor(s) or supplier(s) perform any aspect
of Seller’s work under this Agreement involving activities potentially creating
environmental or safety issues, including but not limited to manufacturing
activities, within 20 miles of any property owned, operated, leased, or
controlled by Boeing, Seller shall comply with the provisions of section 4
(Compliance and Cooperation Regarding Orders, Permits and Approvals and
Applicable Laws) of Attachment 13 "Safety, Health and Environmental Terms and
Conditions Supplement for Work At or Within the Vicinity of a Boeing Facility,"
with respect to that work.
  Table of Contents
 33
  34.3                    Reserved
  35.0                      Reserved
  36.0                      Reserved
 
  37.0                      Reserved
    38.0                      Reserved
  39.0                      Reserved
  40.0                      Reserved
  40.2                      Reserved
  41.0                      Reserved
  42.0                      Reserved
  43.0                      Reserved
  44.0                      Reserved
  45.0                      Reserved
  46.0                      Reserved
  47.0                      Reserved
  48.0                      Reserved
  49.0                      ELECTRONICCOMMUNICATIONS
  Any
electronic communications and data exchange via telecommunications between the
parties shall be pursuant to the Administrative Agreement.  Provided,
that any amendments to the SBP, change authorizations and any other matter
requiring written authorization shall be communicated in writing and not solely
by electronic communication.
  Any
electronic access to Boeing by Seller shall be pursuant to an electronic access
or similar agreement.
  
 Table of Contents
 34
 50.0                      RESTRICTIONSON LOBBYING
 
 50.1                      Applicability
 
 SBP
Section 50.0 applies to all Sellers, domestic and foreign if:
 
 Seller’s
Product is sold by Boeing, individually or incorporated into another product
such as an Aircraft, to  a Customer who finances the purchase of the
Product or product with a direct loan from the Export-Import Bank of the United
States (“Direct Loan”), and
 
 The
shipset price of the Product, combined with the shipset prices of any other
items sold to Boeing by Seller which are incorporated into the product sold to
the Customer, exceeds $100,000 U.S.
 
 50.2                      Certification
 
 Boeing
will notify Seller in writing if it believes the conditions of 50.1 are met and
the below described certificate and disclosure form are required.  If
applicable, Boeing will also identify the Aircraft being financed.
 
 Upon
receipt of such notice, Seller will execute an “Anti-Lobbying Certificate”
substantially in the form of Attachment Y to this SBP and, if applicable,
Standard Form-LLL, “Disclosure Form to Report Lobbying.”  (a copy of
the form can be found at
http://www.ahrq.gov/downloads/pub/rfp010003/lobbying.pdf)
 
 Seller
will provide the executed certificate to the Boeing Procurement
Representative.  Also, Seller will forward to the Boeing Procurement
Representative any originals of the Standard Form-LLL received by Seller from
its subcontractors of any tier promptly upon Seller’s receipt.
 
 50.3                      Flow
Down
 
 With
respect to any Direct Loan, the substance of this SBP 50 shall apply to all of
Seller’s suppliers of any tier who supply items with a shipset price exceeding
$100,000 U.S.  Seller agrees to incorporate the substance of SBP 50,
including this subsection 50.3, in all applicable subcontracts.
  Table of Contents
 35
   EXECUTED
in duplicate as of the date and year first set forth above by the duly
authorized representatives of the Parties.
  
  
 BOEING                                                                                                                                                   
SELLER
 
 
 THE
BOEING
COMPANY                                                                                                                    
TITANIUM METALS CORPORATION
 
 Signature:
      /s/ Jeffry L Melville
              Signature:/s/
      James BuchPrinted
      Name: Jeffry L Melville
              Printed
      Name: James BuchTitle:
      Procurement Agent
              Title:
      Vice President – CommercialDate:  November
      12, 2009
              Date:
      November 12, 2009
 
  Table of Contents
 36
   
  
  
  
  
 SBP
ATTACHMENT 1 TO
 SPECIAL
BUSINESS PROVISIONS
 
 WORK STATEMENT AND
PRICING
 (Reference SBP Section
3.0)
 
 FOR
PURPOSES OF SBP Section 10.0, Boeing shall be deemed to refer to and include the
following organizations, divisions, groups or entities:
 
 Boeing
Commercial Aircraft, a division ofThe Boeing Company, Chicago, IL
 
 *
 
 
 
 
 
 
 
 
 
 
  Table of Contents
 37
  SBP
ATTACHMENT 1A TO
 SPECIAL
BUSINESS PROVISIONS
 
 
 Reserved
     Table of Contents
 38
  SBP
ATTACHMENT 2 TO
 SPECIAL
BUSINESS PROVISIONS
 
 NON-U.S. PROCUREMENT REPORT
FORM
 (Seller
to Submit)
 (Reference
SBP Section 15.2)
 
 Seller
      Name
              Country
              Commodity/
                Nomenclature
              Bid
                Dollars
              Contracted
                Dollars
 
  Table of Contents
 39
  SBP
ATTACHMENT 3 TO
 SPECIAL
BUSINESS PROVISIONS
 
 RATES AND
FACTORS
 (Reference
SBP Section 12.2)
 Not
Applicable.
    Table of Contents
 40
  
 SBP
ATTACHMENT 4 TO
 SPECIAL
BUSINESS PROVISIONS
 
 BOEING AOG
COVERAGE
 (Reference SBP Section
13.1.1)
 
 1⁄4
              NORMAL
      HOURS BOEING’S PROCUREMENT
REPRESENTATIVE
 Approximately 5:30 a.m. - 6:00
p.m.
 
 þ
              Performs
      all functions of procurement
process.
 þ
              Manages
      formal communication with Seller.
 
 1
              SECOND
      SHIFT - AOG PROCUREMENT SUPPORT
 3:00 p.m. - 11:00 p.m.
 
 þ
              May
      place order and assist with commitment and shipping information, working
      with several suppliers on a priority
basis.
 
 þ
              Provides
      a communication link between Seller and
Boeing.
 
 )
              24
      HOUR AOG SERVICE - AOG CUSTOMER REPRESENTATIVE (CUSTOMER SERVICE DIVISION)
      (206) 662-7200
 
 þ
              Support
      commitment information particularly with urgent
  orders.
 
 þ
              Customer
      Service Representative needs (if
available):
 
 1.
              Part
      Number
 2.
              Boeing
      Purchase Order
 3.
              Airline
      Customer & customer purchase order
number
 4.
              Boeing
      S.I.S. #
 
 If Seller
is unable to contact any of the above, please provide AOG shipping information
notification via FAX using Boeing AOG shipping notification form (SBP Attachment
5).
 
  Table of Contents
 41
    SBP
ATTACHMENT 5 TO
 SPECIAL
BUSINESS PROVISIONS
 
 
 BOEING
 AOG SHIPPING
NOTIFICATION
 (Reference SBP Section
13.1.1)
 
 
 To:  FAX:
              (206)
      662-7145
              Phone:
              (206)
      662-7200Procurement
      Rep. Name:
              
              Phone:From:
              
              Today’s
      Date:Part
      Number:
              
              Customer
      P.O.:Customer:
              
              Ship
      Date:Qty
      Shipped:
              
              *SIS
      Number:Boeing
      P.O.:
              
              Pack
      Sheet:*Airway
      Bill:
              
              or
      Invoice:Carrier:
              
              *Flight
      #:Freight
      Forwarder:
 
 *If
Applicable
 
 
 SHIPPED
TO:
 þ
              (check
      one)
 
 o
              Boeing
 
 o
              Direct
      Ship to Customer
 
 o
              Direct
      Ship to Seller
 
 Remarks:
 
 
 
 
 
 
 If unable
to contact Procurement Representative, Please use this form to fax shipping
information.
 
  Table of Contents
 42
  SBP
ATTACHMENT 6 TO
 SPECIAL
BUSINESS PROVISIONS
 
 SELLER
DATA SUBMITTALS
 
 Diversity
Reports
 Not
Applicable.
 
 Problem
Reports (as required)
 Seller’s
written notification to Boeing of program problems, potential program impact and
corrective action.  Refer to SBPSection 14.5 for
details.
 
 AOG Spares Support
Plan
 Not
Applicable.
 
 Non-U.S.
Procurement Reporting(as required)
 A report,
submitted in February and August annually, to document the Seller's contracts
and solicitations with non-U.S. subcontractors or suppliers, relating to the
work covered by this SBP.  Refer to SBP Section 15.2 for
details.
 
 Certified Tool
List
 Not
Applicable.
 
 General
Reports (as requested by Boeing)
 General
reports may include, but not be limited to, Seller’s program progress reports,
highlighting significant accomplishments and critical program issues, Seller’s
manufacturing schedule depicting key milestone events to support program
requirements.   Refer to SBP Section 14.1 for
details.
 
 
  Table of Contents
 43
  SBP
ATTACHMENT 7 TO
 SPECIAL
BUSINESS PROVISIONS
 
 
 
 SUPPLIER DATA REQUIREMENTS
LIST (“SDRL”)
 CUSTOMER AND
ENGINEERING
 (Reference
SBP Section 22.0)
 
 
 Not
Applicable.
    Table of Contents
 44
  SBP
ATTACHMENT 8 TO
 SPECIAL
BUSINESS PROVISIONS
 
 
 
 COMMODITY LISTING AND TERMS
OF SALE
 (Reference
SBP Section 27.0)
 
 COMMODITY
LISTING
 
 
 Titanium
–
 
 All
titanium mill products for which pricing is provided in Attachment 1 to the SBP
including *.
    Table of Contents
 45
  SBP
ATTACHMENT 8 TO
 SPECIAL
BUSINESS PROVISIONS
 CONTINUED
  TERMS OF
SALE
 (Reference SBP Section
27.0)
  Not
Applicable.
    Table of Contents
 46
  SBP
ATTACHMENT 9 TO
 SPECIAL
BUSINESS PROVISIONS
 
 (use this SBP Attachment if
11.0 optional paragraph is used)
 COST PERFORMANCE
REVIEWS
 (Reference
SBP Section 11.0)
  (OPTION
A)
  Cost
Performance Reviews (CPR’s) will occur on as needed basis (alternating between
Seller and Boeing locations unless otherwise agreed) at a mutually agreeable
time.   The detail of the CPR’s will be defined at a later date
by mutual agreement between Boeing and Seller.   When they are
defined, this SBP Attachment 9 will be updated.
    Table of Contents
 47
  SBP
ATTACHMENT 10 TO
 SPECIAL
BUSINESS PROVISIONS
  
  QUALITY
ASSURANCE REQUIREMENTS
  A10.1                      Quality
System
  All work
performed under this SBP shall be in accordance with the following:
  A.
              Not
      Applicable
  B.
              Not
      Applicable
  C.
              Not
      Applicable
  D.
              Not
      Applicable
  E.
              Not
      Applicable
  F.
              Document
      D6-82479, "Boeing Quality Management System Requirements for Suppliers -
      Appendix A - Quality Management System" as amended from time to time,
      which is incorporated herein and made a part hereof by this
      reference.
  G.
              Not
      Applicable
  H.
              Not
      Applicable
  I.
              Not
      Applicable
  J.
              Not
      Applicable
  A10.2
              Common
      Quality Purchasing Data and Business
  Requirements
  A10.2.1                      *
  A10.2.2                      Change
in Quality Management Representative
  The
Seller shall promptly notify Boeing of any changes in the management
representative with assigned responsibility and authority for the quality
system
  A10.2.3                      English
Language
  When
specifically requested by Boeing, Seller shall make specified quality data
and/or approved design data available in the English language.
  The
Seller shall maintain an English language translation of (1) its quality manual,
and (2) an index of all other Seller procedures that contain quality
requirements.  Boeing may require the Seller to translate additional
documentation.
  Table of Contents
 48
  A10.2.4                      Changes
to Quality System
  The
Seller shall immediately notify Boeing in writing of any change to the quality
control system that may affect the inspection, conformity or airworthiness of
the Product.  After the issue of initial Boeing quality system
approval, each change to the quality control system is subject to review by
Boeing.
  A10.2.5                      Change
in Manufacturing Facility
  The
Seller shall immediately notify Boeing in writing of any change to the
manufacturing facility location of the contracted part number or
assembly.
  A10.2.6                      Excess
Inventory
 
 The
Seller shall strictly control all inventory of Boeing proprietary product that
is in excess of contract quantity in order to prevent product from being sold or
provided to any third party without prior written authorization from
Boeing.
 
 A10.2.7
Aerospace Quality Management System (AQMS) Certification
  Boeing
recognition of Seller’s AQMS certification/registration does not affect the
right of Boeing to conduct audits and issue findings at the Seller’s
facility.  Boeing reserves the right to provide Boeing-identified
quality system findings, associated quality system data, and quality performance
data to the Seller’s Certification /Registration Body (CRB).
  Seller
      shall ensure the following relative to AQMS
  certification:
  A10.2.7.1
              Accreditation
      of Certification/Registration Body
  The
certification/registration body (CRB) is accredited to perform aerospace quality
management system (AQMS) assessments.  The CRB must use approved
auditors and operate in accordance with the corresponding International
Aerospace Quality Group (IAQG) certification/registration scheme.
  NOTE:
              IAQG
      sanctioned certification/registration schemes include but are not limited
      to AIR 5359, SJAC 9010, TS157, etc.  Reference IAQG website for
      listing of accredited CRBs:  http://www.iaqg.sae.org/servlets/index?PORTAL_CODE=IAQG
  A10.2.7.2
              Records
      of Certification/Registration
  Table of Contents
 49
  The
seller maintains objective evidence of CRB certification/registration on file at
Seller’s facility.  Objective evidence shall include:
  A.
              The
      accredited AQMS certificate(s) of
registration;
  B.
              The
      audit report(s), including all information pertaining to the audit results
      in accordance with the applicable certification/registration
      scheme;
  C.
              Copies
      of all CRB finding(s), objective evidence of acceptance of corrective
      action(s), and closure of the
finding(s).
  NOTE:
              Certification
      records shall be maintained in accordance with Boeing specified
      contractual quality record retention
  requirements.
  A10.2.7.3                 Right
of Access to CRB
  The CRB
services agreement provides for “right of access” to all CRB records by Boeing,
applicable accreditation body, applicable Registrar Management Committee (RMC)
and other regulatory or government bodies for the purpose of verifying CRB
certification/registration criteria and methods are in accordance with the
applicable IAQG certification/registration scheme.
  A10.2.7.4                Audit
Results/Data Reporting to IAQG
  The CRB
has Seller’s written permission to provide audit results/data to IAQG membership
as required by the applicable IAQG certification/registration
scheme.
  A10.2.7.5
              Notification
      to Boeing of Change in Status
  Boeing is
immediately notified in writing should the Seller’s certification/registration
be suspended or withdrawn, or accreditation status of Seller’s CRB is
withdrawn.  Send email notification to grpcrboversightrep@boeing.com
..
  A10.2.7.6
              Provision
      of Boeing Quality Data to CRB
  Boeing-identified
findings and Seller’s quality performance data is provided to the CRB during
certification/registration and surveillance activity.
  A10.2.7.7
              CRB
      Access to Proprietary Data
  CRB shall
be provided access to applicable proprietary data (including Boeing proprietary
data) to the extent necessary to assess Seller’s compliance to AQMS
requirements.  CRB shall agree to keep confidential and protect Boeing
proprietary information under terms no less stringent than Seller’s contractual
agreement with Boeing. Seller will assure that such information is conspicuously
marked “BOEING PROPRIETARY”.
  Table of Contents
 50
  A10.2.7.8
              Seller
      Compliance with CRB Requirements
  Seller
complies with all CRB requirements imposed to issue and maintain
certification/registration.
  A10.2.8
              Verification
      of Corrective Action
  When
Boeing notifies Seller of a detected nonconformance, Seller shall immediately
take action to eliminate the nonconformance on all products in Seller’s
control.  Seller shall also maintain on file verification that root
cause corrective action has occurred and has resolved the subject
condition.  At the specific request of Boeing, this verification shall
occur for the next * shipments after implementation of the corrective action to
ensure detected nonconformance has been eliminated.  Boeing reserves
the right to review the verification data at Seller’s facility or have the data
submitted to Boeing.
  A10.2.9                      Corrective
Action Report
  Where
Seller is requested to submit a corrective action report, Seller will submit its
response within * of receipt of such request unless an extension is otherwise
provided by Boeing. Any corrective action report submitted to Boeing shall be in
the format specified by Boeing. If after submittal to Boeing, Seller determines
need for revision, Seller shall immediately notify Boeing of such
revision   In the event Seller is unable to respond within the
allotted ten day time frame, Seller shall submit a request for extension which
shall include the reason for the extension request and the time need to complete
the corrective action report.
  A10.2.10
              Relocation/Subcontract
      Notification (Puget Sound only)
  The
Seller shall not relocate or subcontract any Category I or II work outside the
U.S. (unless such relocation is to another entity or facility owned or
controlled by Seller that is approved by Boeing’s Quality System) without
written Boeing acceptance. Notification to Boeing should be made to the
Procurement Agent who manages the Seller's contract and shall contain the
subcontractor name, address, telephone number, QA manager name, applicable part
numbers, and part descriptions.  Category I and II work is defined in
FAA Order 8120.2, Appendix 4.
  A10.2.11
              Quality
      Metrics & Reporting
  When
requested by Boeing, Seller agrees to work with Boeing to develop and implement
processes designed at improving Seller’s quality performance.  Process
will include sufficient detail to allow Boeing to evaluate Seller’s
progress
  A10.3                      Site
Unique Quality Purchasing Data Requirements
  A10.3.1                      Acceptance/Rejection
of Seller’s Root Cause/Corrective Action
  Table of Contents
 51
 
 Boeing
reserves the right to reject any root cause and/or corrective action
determination provided by the Seller, and may request subsequent investigation
and/or corrective action to either Boeing or Seller-initiated corrective action
requests.  If the Seller is late in responding to corrective action
requests by Boeing, or if Boeing requires subsequent corrective action, Boeing
reserves the right to withhold acceptance of shipments either at source or
destination until Seller corrective action is submitted to Boeing’s
satisfaction
 
 A10.3.2                   Seller
Inspection Responsibilities For Delegated Inspection Authority
  If Seller
fails to achieve and maintain * on the terms required by the contract between
Seller and Boeing, which is a prerequisite for delegated inspection authority
awarded at Boeing’s discretion, the Seller shall be responsible for one or more
of the following as directed by Boeing:
  A.
              Obtaining
      source inspection from a Boeing-qualified contractor at Seller’s own
      expense;
  B.
              Reimbursing
      Boeing for reasonable Boeing costs incurred at the point of manufacture
      (i.e. Seller’s site) to verify product
  conformance;
  C.
              Reimburse
      Boeing for reasonable Boeing costs incurred at the point of receipt to
      verify product conformance.
  *
  A10.3.3
              Not
      Applicable
  A.10.4
              Incorporated
      by Reference
  In
addition to any other documents incorporated elsewhere in this SBP or GTA by
reference, Seller is required to maintain compliance with the following
documents as may be revised from time to time, and incorporated herein, and made
a part of this SBP by reference with full force and effect, as if set out in
full text:
  A10.4.1
              Document
      AS/EN/SJAC 9102, “Aerospace First Article Inspection (FAI)
      Requirement”
  Seller
shall perform First Article Inspections (FAIs) in accordance with AS/EN/SJAC
9102.
  A10.4.2
              Boeing
      Document D1-8007, “Approval Guide for Supplier Statistical Sampling
      Plans”
  A Seller
that performs acceptance sampling shall meet the requirements of document
D1-8007 or other mutually agreed sampling plan.  Boeing approval of
Seller’s acceptance sampling plan is required prior to performing acceptance
sampling when it is used for in-process or final inspection, and employs
continuous sampling or repetitive lot sampling.  Subsequent revisions
to approved sampling plans require Boeing approval prior to
implementation.  Prior Boeing approval of a sampling plan is not
required if it is used exclusively for receiving inspection, or employs only
isolated lot sampling during in-process or final inspection.
  Table of Contents
 52
  When
statistical process control is used as an option for either in-process or final
inspection, Seller shall satisfy the requirements of document AS/EN/SJAC 9103,
Variation Management of Key Characteristics.
  In all
cases, inspection requirements identified by engineering drawing or
specification take precedence over the inspection requirements defined
herein.
  A10.4.3
              Boeing
      Document D6-51991, “Quality Assurance Standard for Digital Product
      Definition (DPD) at Boeing
Suppliers”
  
 Boeing
document D6-51991, "Quality Assurance Standard for Digital Product Definition at
Boeing Suppliers".  When Type Design Digital Product Definition (DPD)
data is utilized in manufacturing, inspection and subtier flowdown of product
definition, Seller shall have a quality system to control Type Design DPD data
to the extent necessary to fulfill program requirements.  Seller must
obtain Boeing DPD capability approval.
  A10.4.4                      Boeing
Document D1-4426, "Approved Process Sources"
  This
document defines the approved sources for special processing, composite raw
materials, composite products, aircraft bearings, designated fasteners, and
metallic raw materials.
  A10.4.5
              Boeing
      Document D-13709-4, “Requirements for Obtaining MRB Authority by Boeing
      Suppliers”
  Seller
shall not use dispositions of use-as-is or repair on Boeing-designed product
unless current revision of Seller’s Material Review Board (MRB) plan complies
with D-13709-4 and has been approved by Boeing.
 
  A10.4.6                      Not
Applicable
  A10.4.7
              Not
      Applicable
  A10.4.8                      Not
Applicable
 For
complete text of notes, access via Boeing Partners Network (BPN) or contact
Procurement Representative.
 
 Table of Contents
 53
   SBP
ATTACHMENT 11 TO
  SPECIAL
BUSINESS PROVISIONS
 When
Required.
 Boeing
Commercial Airplanes (BCA) SECOND TIER SUPPORT REPORT (Reference SBP Section
14.2)
 Seller
      Name:
              Date:Seller
      Contact:                                                                                                         Phone:BCA
      Procurement Representative
      Contact:                                                                           Phone:BCA
      Purchase Contract #:Reporting
      Period
      *              Jan
      – Mar           Apr
      – Jun          July -
      Sept               Oct
      – Dec
              Year:Definitions
      **Small
      Business (SB)
              The
      term "small business" shall mean a small business as defined pursuant to
      section 3 of the Small Business Act (15 U.S.C.A. 632) and relevant
      regulations issued pursuant thereto.  Generally, this means a
      small business organized for profit, it is independently owned and
      operated, is not dominant in the field of operations in which it is
      bidding, and meets the size standards as prescribed in Government
      regulations.  (Includes SDBs, SMBEs and
WOSBs)Small
      Disadvantaged business (SDB)
              A
      small business certified by the U.S. Small Business Administration as a
      socially and economically small disadvantaged business for consideration
      of Government set-a-side contracting opportunities and business
      development.  (Inc. SDBs who are women-owned)Small
      Minority Business Enterprise (SMBE)
              A
      small business that is at least 51 percent owned, operated and controlled
      by a minority group member (Asian, Black, Hispanic, and Native Americans);
      or, in the case of a publicly-owned business, at least 51% of the stock is
      owned by one or more minority group members and such individuals control
      the management and daily operations.  (Includes
      SDBs)Women-owned
      Small Business (WOSB)
              A
      small business concern that is at least 51 percent owned by one or more
      women; or, in the case of any publicly owned business, at least 51 percent
      of the stock is owned by one or more women; and whose management and daily
      business operations are controlled by one or more
      women.  (Includes WOSBs who are also SDBs)Contract
      Dollars Received by SellerA.
              Boeing
      Commercial Airplanes contract dollars received by seller for the above
      reporting period* (report in whole numbers):        $________________________________Value
      of Subcontract 2nd
      Tier Dollars Awarded
                (for
      Boeing Commercial Airplanes Purchase Contracts ONLY)Diversity
      Category
              Reporting
      Period (see above*)Dollars
                (report
      in whole numbers)
              Percent
      of
                Seller
      DollarsB.
              Small
      Business (SB)
              
              (B
      ÷ A)C.
              Small
      Minority Business Enterprise (SMBE)
              
              (C
      ÷ A)D.
              Women-owned
      Small Business (WOSB)
              
              (D
      ÷ A)
 
 Table of Contents
 54
 
  Authorized
      Company Representative (Print):
              Authorized
      Company Representative
      (Signature):           Date:
 
 SBP
ATTACHMENT 12 TO
 SPECIAL
BUSINESS PROVISIONS
 (Reference
SBP Section 31.0)
 For
Imports into the United States
  a.
              Record
      the United States Port of
      Entry where merchandise is to be cleared by
  CBP
  b.
              Quantities,
      weights and measures
  i.
              Record
      the quantity of each item in the
shipment
  ii.
              If
      not separately noted on packing sheet(s) include on invoice
    :
  ·
              Total
      quantity of parts being shipped
  ·
              Provide
      net weight of each part number and gross weight of entire
      shipment
  ·
              Specify
      unit of measure being used
  ·
              Specify
      the total number of boxes included per packing
  sheet.
  ·
              Textiles
      must specify the net gross weights and the length, width and total square
      meters of material.
  
  c.
              Provide
      a detailed description of each item being shipped to ensure proper product
      classification per the Harmonized Tariff Schedule (HTS) and must include
      at a minimum:
  i.
              The
      full name by which each item is
known
  ii.
              Part
      Number as appears on Purchase Order/Contract.  If the item is a
      raw material, provide the material grade, class and
      dimensions.
  Notes:
  ·
              Generic
      descriptions, abbreviations, acronyms, and Stock Keeping Unit (SKU)
      numbers are not acceptable.
  ·
              Boeing
      may request additional description information for items that do not have
      a Boeing part number and or design.
  ·
              Seller
      will provide material class, grade, dimensions and assembly components if
      part is manufactured by Seller’s own manufacturing
    drawings.
  Table of Contents
 55
  SBP
ATTACHMENT 12 TO
 SPECIAL
BUSINESS PROVISIONS
 CONTINUED
 Commercial
Invoice Requirements (Customs Invoice)
 For
Imports into the United States
  d.
              Country
      of Origin: indicate the country of manufacture of each
    item.
  e.
              Terms
      of Sale: Specify the International Commercial Terms of Sale (Incoterms) as
      agreed to per the Boeing Contract on the invoice or Boeing Work
      Authorization.
  f.
              Specify
      “Related Party to the Boeing Company” status (Yes or No) on the
      invoice.
  g.
              Commercial
      Invoice Number (Seller’s option)
  h.
              Page
      numbers are required for each invoice (example: ____ of ____
      pages).
   2.
              Commercial
      Invoice Valuation Requirements
  a.
              Must
      be complete and accurate, including the unit cost of each part and the
      total value of the entire shipment.
  b.
              Currency
      on all invoices must reflect the actual currency of the purchase contract
      and the transaction of money between the buyer and the
    seller.
  c.
              List
      separately any Assists and/or additional costs used for manufacturing each
      part.  For example:
  ·
              Assists:
      Any components, materials, dies molds and tools that are supplied by
      Boeing free of charge or at a reduced cost to the Seller, and used in the
      production of imported goods.  This includes any Boeing paid
      transportation costs associated with the assist.  These
      transportation costs will be provided by the procurement focal responsible
      for this merchandise.
  ·
              Engineering
      and Design work – Work that is performed outside the U.S. by non-U.S.
      employees, and is not included in the unit price of the merchandise being
      imported.
  ·
              Packing
      Costs – Costs for packing that are incurred by the Boeing and have not
      been included in the unit cost.
  ·
              Non-recurring
      charges – One time charges, incurred by the Boeing, for such items as,
      expedite fees and transportation costs, which have not been included in
      the unit cost.
  ·
              Selling
      Commissions – Commissions incurred by Boeing that have not been included
      in the unit cost.
  ·
              Royalties
      – Fees the Boeing is required to pay as a condition of
    sale.
  Table of Contents
 56
  SBP
ATTACHMENT 12 TO
 SPECIAL
BUSINESS PROVISIONS
 CONTINUED
 Commercial
Invoice Requirements (Customs Invoice)
 For
Imports into the United States
  d.
              List
      all discounts that have been agreed to, or may be allowed, that apply to
      the purchase price or value, but have not been included in the unit price
      (Terms of Payment).
  e.
              Repaired
      or modified parts – separately enter the value of the item and the value
      of the repair on the invoice.  For “no charge” repair show the
      value of the repair on invoice.
  f.
              If
      Seller receives any rebates, drawbacks or bounties, as a result of
      exportation, please itemize and provide
  description.
  3.
              Packing
      Sheet\slip (if used by supplier)
  a.
              Include
      packing sheet\slip number(s) on
invoice
  
  4.
              US
      Government Programs Only (Regardless of Business
  Units)
  a.
              If
      a government contract applies, the prime contract number must be noted on
      the commercial invoice.  Additionally, the following government
      contract statement needs to be shown as follows for Military
      Programs.
   “Uni
              ted
      States Dept. of Defense Duty-Free Entry to be claimed pursuant to Section
      XXII, Chapter 98, Sub-chapter VIII, item 9808.00.3000 of the Harmonized
      Tariff Schedules to The United States. Upon arrival of shipment at the
      port of entry, District Director of Customs, please release shipment under
      Section 19 CFR Part 142 and notify Commander, Defense Contract Management
      Area Operations (DCMAO) New York, for execution of customs forms and any
      required duty free entry
certificates.”
  b.
              Commercial Invoice must show that
      the shipment is consigned to a U.S. Government Agency (i.e.: U.S.
      Department of Defense) in “care of Boeing”, if shipment has a prime
      contract number.
  c.
              If
      items were exported on a license or exemption upon importation, that
      license or exemption information should be notated as
    follows:
  Example: “Originally exported
      under DSP-XX license number XXXXXX” or  “Imported under
      22 CFR XXXXX”
 
  Table of Contents
 57
  SBP
ATTACHMENT 13 TO
 SPECIAL
BUSINESS PROVISIONS
 
 On Site
Terms and Conditions Supplement
 (Reference
SBP Section 29.8)
 
 Not
Applicable.
   Table of Contents
 58
  SBP
ATTACHMENT 14 TO
 SPECIAL
BUSINESS PROVISIONS
  
 
 PRODUCTION
ARTICLE DELIVERY SCHEDULE
 (Reference
SBP Section 2.1, GTA Sections 4.0 & 7.0)
  
 
 Not
Applicable
 
  Table of Contents
 59
  SBP
ATTACHMENT 15 TO
 SPECIAL
BUSINESS PROVISIONS
  
 PRODUCTION
ARTICLE DEFINITION AND CONTRACT CHANGE NOTICES
 (Reference
SBP Section 3.3.2.1)
  
 
 
 Not Applicable
  Table of Contents
 60
  
 SBP
ATTACHMENT 16 TO
 SPECIAL
BUSINESS PROVISIONS
  
 
 NON-RECURRING AND RECURRING PRICE STATUS AND
SUMMARY TABLES
 (Reference
SBP Section 12.2)
  
  Not
Applicable
   Table of Contents
 61
  SBP
ATTACHMENT 17 TO
 SPECIAL
BUSINESS PROVISIONS
 
  Reserved
  Table of Contents
 62
   SBP
ATTACHMENT 18 TO
  SPECIAL
BUSINESS PROVISIONS
  
  INDENTURED
PRICED PARTS LIST AND SPARES PRICING
  
 Not
Applicable
   Table of Contents
 63
  
 SBP
ATTACHMENT 19 TO
 SPECIAL
BUSINESS PROVISIONS
  
 INCREMENTAL
RELEASE PLAN AND LEAD TIMES
 (Reference
SBP Section 44.0)
 
 
 Not
Applicable
 
 
 Table of Contents
 64
  SBP
ATTACHMENT 20 TO
 SPECIAL
BUSINESS PROVISIONS
  
 
 Reserved
 
  Table of Contents
 65
  SBP
ATTACHMENT 21 TO
 SPECIAL
BUSINESS PROVISIONS
  
 
 Seller’s
Standard Stocked Items
 (Reference
SBP Section 10.0.Q)
 
 *
              *
              *
              **
              *
              *
              **
              *
              *
              **
              *
              *
              **
              *
              *
              **
              *
              *
              **
              *
              *
              **
              *
              *
              *
 
 
 
 *
  Table of Contents
 66
  SBP
ATTACHMENT 22 TO
 SPECIAL
BUSINESS PROVISIONS
 
 Seller’s
Traditional Shipping Locations
 (Reference
SBP Section 3.2.1)
 
 *
              *
              **
                *
                *
                *
              *
              **
              **
              **
              **
                *
                *
                *
              *
              **
              **
              **
              **
                *
                *
                *
              *
              **
              **
              **
              **
                *
                *
              *
              **
              **
              **
                *
                *
              *
              **
              **
              **
              *
              **
                *
              *
              **
              *
 
  Table of Contents
 67
  SBP
ATTACHMENT 23 TO
 SPECIAL
BUSINESS PROVISIONS
 
 
 ANTI-LOBBYING
CERTIFICATE
 
 ________,
20__
 
 
 Export-Import
Bank of the United States
 811
Vermont Avenue, N.W.
 Washington,
D.C.  20571
 Attention:  Operations
& Data Quality Division
 
 
 Subject:
              Ex-Im
      Bank Credit No. _______ - [Name of
Country]
 [Name of Borrower]
("Borrower")
 Anti-Lobbying Certificate
 
 Ladies
and Gentlemen:
 
 The undersigned certifies, to the best
of his or her knowledge and belief, that:
 
 (1)           No
Federal appropriated funds have been paid or will be paid, by or on behalf of
the undersigned, to any person for influencing or attempting to influence an
officer or employee of any agency, a Member of Congress, an officer or employee
of Congress, or an employee of a Member of Congress in connection with the
awarding of any Federal contract, the making of any Federal grant, the making of
any Federal loan, the entering into of any cooperative agreement and the
extension, continuation, renewal, amendment or modification of any Federal
contract, grant, loan or cooperative agreement.
 
 (2)           If
any funds other than Federal appropriated funds have been paid or will be paid
to any person for influencing or attempting to influence an officer or employee
of any agency, a Member of Congress, an officer or employee of Congress or an
employee of a Member of Congress in connection with this Federal contract,
grant, loan or cooperative agreement, the undersigned shall complete and submit
Standard Form-LLL, "Disclosure Form to Report Lobbying" in accordance with its
instructions.
 
 (3)           The
undersigned shall require that the language of this certification be included in
the award documents for all subawards at all tiers (including subcontracts,
subgrants, and contracts under grants, loans and cooperative agreements) and
that all subrecipients shall certify and disclose accordingly.
  Table of Contents
 68
 
 This certification is a material
representation of fact upon which reliance was placed when this transaction was
made or entered into.  Submission of this certification is a
prerequisite for making or entering into this transaction imposed by Section
1352, Title 31, U.S. Code.  Any person who fails to file the required
certification shall be subject to a civil penalty of not less than $10,000 and
not more than $100,000 for each such failure.
 
 Titanium Metals
Corporation
 
 
 By:_______________________________________
 (Signature of Authorized
Representative)1
 
 
 Name:_____________________________________
 (Print)
 
 
 Title:____________________________________
 (Print)
 
 
 Address2_________________________________
 _________________________________
 
 
 
  
  1This
Certificate must be signed by the President, Chief Executive Officer (if
different) and/or Chief Financial Officer, and/or by any other authorized
officer(s) of the undersigned.  Execution of this certificate
constitutes a representation that the signer(s) are fully authorized to do so on
behalf of the undersigned.  Any person who makes a false
representation to Ex-Im Bank may be subject to fine and/or imprisonment pursuant
to 18 U.S.C. §1001.  The undersigned agrees that, upon request, it
will provide Ex-Im Bank with evidence of authority with respect to the person(s)
signing this certificate.
 2Include
Zip Code of company facility that produced the Item.
  Table of Contents
 69
  SBP
ATTACHMENT 24 TO
 SPECIAL
BUSINESS PROVISIONS
 
 
 PRICE
LISTS
 
 
 *
 
  Table of Contents
 70