exv10w1






Exhibit 10.1




FIRST AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT

AGREEMENT




     This First Amendment to First Amended and Restated Credit Agreement is dated September 18,
2009, by and among RTI International Metals, Inc., an Ohio corporation (the “Borrower”), the
Lenders (as defined in the Credit Agreement), National City Bank, as administrative agent for the
Lenders (in such capacity, the “Administrative Agent”), PNC, as documentation agent for the Lenders
(in such capacity, the “Documentation Agent”), Citibank, N.A., as syndication agent for the Lenders
(in such capacity, the “Syndication Agent”) (“First Amendment”).



WITNESSETH:




     WHEREAS, the Borrower, the Lenders, the Administrative Agent, the Documentation Agent and the
Syndication Agent entered into that certain First Amended and Restated Credit Agreement, dated as
of September 8, 2008 (as amended, modified, supplemented or restated from time to time, the “Credit
Agreement”); and



     WHEREAS, the Borrower desires to amend certain provisions of the Credit Agreement and the
Lenders, the Administrative Agent, the Documentation Agent and the Syndication Agent shall permit
such amendments pursuant to the terms and conditions set forth herein.



     NOW, THEREFORE, in consideration of the premises contained herein and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be
legally bound hereby, the parties hereto agree as follows:



     1. All capitalized terms used herein which are defined in the Credit Agreement shall have the
same meaning herein as in the Credit Agreement unless the context clearly indicates otherwise.



     2. Section 1.01 of the Credit Agreement is amended by deleting the following definitions in
their entirety and in their stead inserting the following:




     Applicable Margin means, from time to time, the
percentages per annum determined by reference to the Leverage Ratio
in respect of the facility fee pursuant to Section 2.12(a) and the
Revolving Loans as set forth on Schedule 2.10.




     Base Rate means for any day a fluctuating rate per
annum equal to the highest of (i) the interest rate per annum
announced from time to time by the Administrative Agent at its
Principal Office as its then prime rate, which rate may not be the
lowest rate then being charged commercial borrowers by the
Administrative Agent, (ii) the Federal Funds Open Rate plus one-half
of one percent (.50%) per annum, or (iii) the Daily LIBOR Rate plus
one percent (1.00%) per annum.



 









 






     Consolidated EBITDA means, for any period and effective
as of September 30, 2009, the sum (without duplication) of (a)
Consolidated Net Income for such period, plus, (b) without
duplication and to the extent deducted in determining such
Consolidated Net Income, the sum of (i) Consolidated Interest
Expense for such period, (ii) income tax expense for such period,
and (iii) depreciation and amortization expense for such period, all
determined on a consolidated basis for each such item in accordance
with GAAP; (iv) all other non-cash charges (including impairment
charges with respect to good will and other intangibles) and
expenses (including stock based compensation) of the Borrower and
its Subsidiaries determined on a consolidated basis in accordance
with GAAP, (v) charges, expenses and fees incurred in connection
with this Agreement and the Loans, (vi) non-recurring charges, fees
and expenses incurred in connection with corporate restructurings
and acquisitions, in an aggregate amount not to exceed Twenty-Five
Million and 00/100 Dollars ($25,000,000.00) during the term of this
Agreement, and minus, to the extent included in determining such
consolidated net income, any non-cash income or non-cash gains, all
as determined on a consolidated basis in accordance with GAAP.
EBITDA will be calculated on a pro forma basis to give effect to
acquisitions and sales (other than in the ordinary course of
business) by the Borrower and its consolidated subsidiaries
consummated on or after the first (1st) day of a
measurement period and prior to the date of determination as if
effective on the first (1st) day of such period.



     3. Section 1.01 of the Credit Agreement is further amended by inserting the following defined
terms in appropriate alphabetical order:




     Daily LIBOR Rate means, for any day, the rate per annum
determined by the Administrative Agent by dividing (x) the Published
Rate by (y) a number equal to 1.00 minus the percentage prescribed
by the Federal Reserve for determining the maximum reserve
requirements with respect to any eurocurrency funding by banks on
such day.




     Federal Funds Alternate Source shall have the meaning
assigned to that term in the definition of Federal Funds Open Rate.




     Federal Funds Open Rate means, for any day, the rate
per annum (based on a year of three hundred sixty (360) days and
actual days elapsed) which is the daily federal funds open rate as
quoted by ICAP North America, Inc. (or any successor) as set forth
on the Bloomberg Screen BTMM for that day opposite the caption
“OPEN” (or on such other substitute Bloomberg Screen that displays
such rate), or as set forth on such other recognized



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electronic source used for the purpose of displaying such rate
as selected by the Administrative Agent (a “Federal Funds Alternate
Source”) (or if such rate for such day does not appear on the
Bloomberg Screen BTMM (or any substitute screen) or on any Federal
Funds Alternate Source, or if there shall at any time, for any
reason, no longer exist a Bloomberg Screen BTMM (or any substitute
screen) or any Federal Funds Alternate Source, a comparable
replacement rate determined by the Administrative Agent at such time
(which determination shall be conclusive absent manifest error);
provided however, that if such day is not a Business Day, the
Federal Funds Open Rate for such day shall be the “open” rate on the
immediately preceding Business Day. The rate of interest charged
shall be adjusted as of each Business Day based on changes in the
Federal Funds Open Rate without notice to the Borrower.




     Principal Office means the main banking office of the
Administrative Agent in Pittsburgh, Pennsylvania.




     Published Rate means the rate of interest published
each Business Day in The Wall Street Journal “Money Rates” listing
under the caption “London Interbank Offered Rates” for a one (1)
month period (or, if no such rate is published therein for any
reason, then the Published Rate shall be the eurodollar rate for a
one (1) month period as published in another publication determined
by the Administrative Agent).



     4. Effective as of October 1, 2009, Section 7.04(b) of the Credit Agreement is hereby deleted
in its entirety and in its stead is inserted the following:




     (b) Interest Coverage Ratio. Not permit (i) as of the last day
of the fiscal quarter ending December 31, 2009 (annualized by
multiplying cash interest paid for such period by 4.0), (ii) as of
the last day of the two (2) consecutive fiscal quarters ending March
31, 2010 (annualized by multiplying cash interest paid for such
period by 2.0), (iii) as of the last day of the three (3)
consecutive fiscal quarters ending June 30, 2010 (annualized by
multiplying cash interest paid for such period by 1.33), and (iv) as
of the last day of any period of four (4) consecutive fiscal
quarters thereafter of the Borrower, the ratio of Consolidated
EBITDA to cash interest paid for such 12-month period to be less
than 2.00 to 1.00; provided, however, for purposes
of determining compliance with the requirements of this covenant,
cash interest paid shall not at any time include (i) bank fees paid,
bank reimbursable expenses paid, letter of credit fees paid,
facility fees incurred and cash interest paid with respect to each
of the Term Loan and the Credit Agreement by and among RTI-Claro,
Inc., the Borrower and



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National City Bank, Canada Branch dated as of December 27,
2006, as amended or (ii) interest rate swap termination fees paid.



     5. Schedule 2.10 to the Credit Agreement is hereby deleted in its entirety and in its stead
is inserted the Schedule 2.10 set forth on Exhibit A attached hereto and made a part
hereof.



     6. Schedule 10.02 to the Credit Agreement is hereby deleted in its entirety and in its stead
is inserted the Schedule 10.02 set forth on Exhibit B attached hereto and made a part
hereof.



     7. The provisions of Sections 2 through 6 of this First Amendment shall not become effective
until the Administrative Agent has received the following items, each in form and substance
acceptable to the Administrative Agent and its counsel:




(a) this First Amendment, duly executed by the Borrower and the Required
Lenders;




(b) the items listed in the Preliminary Closing Checklist set forth on
Exhibit C attached hereto and made a part hereof; and




(c) payment of all fees and expenses owed to the Administrative Agent, the
Documentation Agent, the Lead Arranger and their respective counsel in
connection with this First Amendment.



     8. The Borrower hereby reconfirms and reaffirms all representations and warranties,
agreements and covenants made by it pursuant to the terms and conditions of the Credit Agreement,
except to the extent that such representations and warranties specifically refer to an earlier
date, in which case they shall be true and correct as of such earlier date, and except as such
representations and warranties, agreements and covenants may have heretofore been amended,
modified or waived in writing in accordance with the Credit Agreement.



     9. The Borrower acknowledges and agrees that each and every document, instrument or
agreement, which at any time has secured the Obligations including, without limitation, the
Subsidiary Guaranty and the Pledge Agreement hereby continues to secure the Obligations.



     10. The Borrower hereby represents and warrants to the Lenders, the Administrative Agent, the
Documentation Agent and the Syndication Agent that (i) the Borrower has the legal power and
authority to execute and deliver this First Amendment, (ii) the officers of the Borrower executing
this First Amendment have been duly authorized to execute and deliver the same and bind the
Borrower with respect to the provisions hereof, (iii) the execution and delivery hereof by the
Borrower and the performance and observance by the Borrower of the provisions hereof and all
documents executed or to be executed herewith, do not violate or conflict with the organizational
agreements of the Borrower or any Law applicable to the Borrower or result in a breach of any
provision of or constitute a default under any other agreement, instrument or document binding
upon or enforceable against the Borrower, and (iv) this First Amendment, the Credit Agreement and
the documents executed or to be executed by



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the Borrower in connection herewith constitute valid and binding obligations of the Borrower
in every respect, enforceable in accordance with their respective terms.



     11. The Borrower represents and warrants that (i) no Potential Default or Event of Default
exists under the Credit Agreement, nor will any occur as a result of the execution and delivery of
this First Amendment or the performance or observance of any provision hereof, (ii) the schedules
attached to and made a part of the Credit Agreement, are true and correct in all material respects
as of the date hereof, except as such schedules may have heretofore been amended or modified in
writing in accordance with the Credit Agreement or are being amended or modified in accordance
with this First Amendment, and (iii) it presently has no known causes of action of any kind at Law
or in equity against the Lenders, the Administrative Agent, the Documentation Agent or the
Syndication Agent arising out of or in any way relating to the Loan Documents.



     12. Each reference to the Credit Agreement that is made in the Credit Agreement or any other
document executed or to be executed in connection therewith shall hereafter be construed as a
reference to the Credit Agreement as amended hereby.



     13. The agreements contained in this First Amendment are limited to the specific agreements
made herein. Except as amended hereby, all of the terms and conditions of the Credit Agreement
and the other Loan Documents shall remain in full force and effect. This First Amendment amends
the Credit Agreement and is not a novation thereof.



     14. This First Amendment may be executed in any number of counterparts and by the different
parties hereto on separate counterparts each of which, when so executed, shall be deemed to be an
original, but all such counterparts shall constitute but one and the same instrument.



     15. This First Amendment shall be governed by, and shall be construed and enforced in
accordance with, the Laws of the State of New York without regard to the principles of the
conflicts of law thereof. The Borrower hereby consents to the jurisdiction and venue of the
Courts of the State of New York sitting in the County of New York and of the United States
District Court of the Southern District of New York, and any appellate Court from any thereof with
respect to any suit arising out of or mentioning this First Amendment.



[INTENTIONALLY LEFT BLANK]





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          IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto have caused this
First Amendment to be duly executed by their duly authorized officers on the day and year first
above written.




	 	 	 	 	 
	WITNESS: 	THE BORROWER:



RTI International Metals, Inc.

 	 
	 
	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE ADMINISTRATIVE AGENT



National City Bank

 	 
	 	By:  	 	 
	 	 	Title:  	 	 
	 
	 	THE DOCUMENTATION AGENT



PNC Bank, National Association

 	 
	 	By:  	 	 
	 	 	Title:  	 	 
	 
	 	THE LENDERS



Citibank, N.A.

 	 
	 	By:  	 	 
	 	 	Title:  	 	 
	 
	 	PNC Bank, National Association

 	 
	 	By:  	 	 
	 	 	Title:  	 	 
	 



 









 



	 	 	 	 	 
	 	
Fifth Third Bank

 	 
	 	By:  	 	 
	 	 	Title:  	 	 
	 
	 	Comerica Bank

 	 
	 	By:  	 	 
	 	 	Title:  	 	 
	 
	 	KeyBank National Association

 	 
	 	By:  	 	 
	 	 	Title:  	 	 
	 
	 	National City Bank

 	 
	 	By:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



EXHIBIT A




Schedule 2.10

To Credit Agreement




RTI International Metals, Inc.

$200,000,000 Credit Facility

Pricing Grid and Applicable Margins




	 	 	 	 	 	 	 	 	 
	 	 	LEVEL 1	 	LEVEL 2	 	LEVEL 3	 	LEVEL 4
	 
	 	 	 	 	 	 	 	 
	Leverage Ratio

(Net Debt / EBITDA)

	 	£ 0.5:1.0
	 	> 0.5:1.0 and

£ 1.0:1.0
	 	> 1.0:1.0 and

£ 2.0:1.0
	 	> 2.0:1.0
	 
	 
	 	 	 	 	 	 	 	 
	Facility Fee

	 	25 bps
	 	25 bps
	 	25 bps
	 	37.5 bps
	 
	 	 	 	 	 	 	 	 
	Revolving Loans Applicable Margin for Eurodollar Rate Loans; Letter of Credit Fees

	 	100 bps
	 	125 bps
	 	175 bps
	 	212.5 bps
	 
	 	 	 	 	 	 	 	 
	Revolving
Loans Applicable Margin for Base Rate Loans

	 	0 bps
	 	25 bps
	 	75 bps
	 	112.5 bps





Until the sixtieth (60th) day following the fiscal quarter ended September 30, 2009, the
Applicable Margin shall be based upon Level 1 pricing as set forth above. Any change thereafter
shall be based upon the financial statements and compliance certificates provided pursuant to
Sections 6.01(a), 6.01(b) and 6.01(c) and shall become effective on the date such financial
statements and compliance certificates are due in accordance with such Sections.





 









 








EXHIBIT B




Schedule 10.02

To Credit Agreement




 









 





EXHIBIT C




PRELIMINARY CLOSING CHECKLIST




(see attached)