exv4w7






Exhibit 4.7




SECOND AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT




     This Second Amendment to First Amended and Restated Credit Agreement is dated January 19,
2010, by and among RTI International Metals, Inc., an Ohio corporation (the “Borrower”), the
Lenders (as defined in the Credit Agreement), PNC Bank, National Association, successor to National
City Bank, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”),
PNC Bank, National Association, 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”) (“Second Amendment”).



W I T N E S S E T H:




     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 by that certain First Amendment to First Amended and Restated
Credit Agreement, dated September 18, 2009, by and among the Borrower, the Lenders, the
Administrative Agent, the Documentation Agent and the Syndication Agent (as further 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:




     “Debt” of a Person means such Person’s (a) obligations for
borrowed money, (b) obligations representing the deferred purchase
price of property or services (other than accounts payable and
accrued expenses, including without limitation, performance
guaranties, arising in the ordinary course of such Person’s business
payable on terms customary in the trade and not evidenced by a
note), (c) obligations, whether or not assumed, secured by Liens or
payable out of the proceeds or production from property now or
hereafter owned or acquired by such Person, (d) obligations which



 









 







are evidenced by notes, bonds (excluding performance/surety
bonds and custom bonds), or similar instruments, (e) Capitalized
Lease Obligations, (f) Contingent Obligations and (g) obligations
for which such Person is obligated pursuant to or in respect of a
letter of credit (excluding Cash Collateralized Letters of Credit
but only to the extent of the amount of same day funds held in the
Pre-Default L/C Cash Collateral Account at the applicable time of
determination) and, for the purpose of Section 7.01 only, Hedging
Agreements.




     “Issuing Bank” means PNC Bank, National Association, as the
issuer of Letters of Credit.




     “L/C Cash Collateral Account” means, as applicable, either (i)
a Pre-Default L/C Cash Collateral Account; or (ii) a Post-Default
Cash Collateral L/C Account.




     “Net Debt” means as of any time, Consolidated Debt minus
unencumbered cash and unencumbered Cash Equivalents of the Borrower
and its Domestic Subsidiaries in excess of Fifty Million and 00/100
Dollars ($50,000,000.00).




     “Swing Loan Bank” means PNC Bank, National Association, or such
other Lenders as shall, with the consent of each Swing Loan Bank,
the Administrative Agent and the Borrower, have assumed all or any
portion of the obligations of a Swing Loan Bank to make Swing Loans.



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




     “Cash Collateralized Letter of Credit” or “Cash Collateralized
Letters of Credit” shall mean, singularly or collectively, as the
context may require, any Letter of Credit, with respect to which the
Borrower, at its sole discretion, has deposited with the Issuing
Bank on behalf of the Lenders in same day funds at the Issuing
Bank’s office designated by the Issuing Bank, for deposit in the
Pre-Default L/C Cash Collateral Account, an amount equal to the
applicable outstanding Letter of Credit issued by the Issuing Bank
which are to be Cash Collateralized Letters of Credit.




     “Post-Default L/C Cash Collateral Account” means, at any time
upon the occurrence and during the continuance of an Event of
Default an interest bearing account, either automatically converted
from a Pre-Default L/C Cash Collateral Account or otherwise
established in accordance with the terms and provisions of Section
8.04, with the Issuing Bank at its address designated in Section
10.02 in the name of the Borrower but in connection with



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which the Issuing Bank shall be the sole entitlement holder or
customer.




     “Pre-Default L/C Cash Collateral Account” means, so long as no
Event of Default has occurred and is continuing, an interest bearing
account, established at the request of the Borrower in connection
with any Cash Collateralized Letter of Credit, with the Issuing Bank
at its address designated in Section 10.02 in the name of the
Borrower, and with respect to which the Borrower hereby pledges and
assigns and grants to the Issuing Bank on behalf of itself and of
the Lenders a security interest in such Pre-Default L/C Cash
Collateral Account and all cash held therein, all interest and
proceeds of any and all of the foregoing which account may be closed
or from which account assets may be withdrawn by the Borrower;
provided, however, upon the occurrence and during
the continuation of an Event of Default, any Pre-Default L/C Cash
Collateral Account shall automatically be deemed to be a
Post-Default L/C Cash Collateral Account and such account and all
assets held therein shall become subject to the terms and provisions
of Section 8.04 without further act of the Administrative Agent, the
Issuing Bank or any Lender.



     4. Section 8.04(a) of the Credit Agreement is hereby amended to delete therefrom each
reference to “L/C Cash Collateral Account” in its entirety and to insert in its stead in each
instance the reference to “Post-Default L/C Cash Collateral Account”.



     5. The introductory paragraph of Section 8.04(b) of the Credit Agreement is hereby deleted in
its entirety and in its stead is inserted the following:




     To the extent not otherwise automatically converted from a
Pre-Default L/C Cash Collateral Account in accordance with the terms
and provisions of this Agreement, the Borrower hereby authorizes the
Issuing Bank to open at any time upon the occurrence and during the
continuance of an Event of Default a Post-Default L/C Cash
Collateral Account, and hereby pledges and assigns and grants to the
Issuing Bank on behalf of itself and of the Lenders a security
interest in the following collateral (the “L/C Cash Collateral
Account Collateral”):



     6. Subsection 8.04(b)(i) of the Credit Agreement is hereby amended to delete therefrom the
reference to “L/C Cash Collateral Account” in its entirety and to insert in its stead the
reference to “Post-Default L/C Cash Collateral Account”.



     7. Section 8.04(c) of the Credit Agreement is hereby amended to delete therefrom each
reference to “L/C Cash Collateral Account” in its entirety and to insert in its stead in each
instance the reference to “Post-Default L/C Cash Collateral Account”.



     8. Section 8.04(d) of the Credit Agreement is hereby amended to delete therefrom



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each reference to “L/C Cash Collateral Account” in its entirety and to insert in its stead in
each instance the reference to “Post-Default L/C Cash Collateral Account”.



     9. Subsection 8.04(e)(i) of the Credit Agreement is hereby amended to delete therefrom the
reference to “L/C Cash Collateral Account” in its entirety and to insert in its stead the
reference to “Post-Default L/C Cash Collateral Account”.



     10. Section 8.04(f) of the Credit Agreement is hereby amended to delete therefrom each
reference to “L/C Cash Collateral Account” in its entirety and to insert in its stead in each
instance the reference to “Post-Default L/C Cash Collateral Account”.



     11. The provisions of Sections 2 through 10 of this Second 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 Second Amendment, duly executed by the Borrower and the Required
Lenders;
	 
	(b)	 	the items listed in the Preliminary Closing Agenda set forth on
Exhibit A attached hereto and made a part hereof; and
	 
	(c)	 	payment of all fees and expenses owed to the respective counsel of the
Administrative Agent, the Documentation Agent, the Lead Arranger in
connection with this Second Amendment.






     12. 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.



     13. 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.



     14. 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 Second Amendment, (ii) the officers of the Borrower
executing this Second 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 Second Amendment, the Credit Agreement and
the documents executed or to be executed



 









 







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



     15. 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 Second 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 Second 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.



     16. 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.



     17. The agreements contained in this Second 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 Second Amendment amends
the Credit Agreement and is not a novation thereof.



     18. This Second 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.



     19. This Second 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 Second Amendment.



[INTENTIONALLY LEFT BLANK]





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



	 	 	 
	WITNESS:	 	
THE BORROWER:
	/s/ Tom Marion
 
	 	
RTI International Metals, Inc.
	 	 	
By:   /s/ Roseanne S. Potter
 ;

Name:   Roseanne S. Potter
 

Title:  Treasurer
 

	 	 	
THE ADMINISTRATIVE AGENT
	 	 	
PNC Bank, National Association
	 	 	
By:   /s/ Susan Dimmick
 

Title:  Vice President
 

	 	 	
THE DOCUMENTATION AGENT
	 	 	
PNC Bank, National Association
	 	 	
By:   /s/  Susan Dimmick
 

Title:  Vice President
 

	 	 	
THE LENDERS
	 	 	
Citibank, N.A.
	 	 	
By:  /s/  Vasudera Sersane
 

Title:  Vice President
 

	 	 	
PNC Bank, National Association
	 	 	
By:   /s/ Susan Dimmick
 

Title:  Vice President
 







 









 






	 	 	 
	 	 	
Fifth Third Bank
	 	 	
By:   /s/ H. A. Mung
 

Title:  Vice President
 

	 	 	
Comerica Bank
	 	 	
By:  /s/ [illegible signature]
 

Title:  AVP
 

	 	 	
KeyBank National Association
	 	 	
By:   /s/ Suzannah Harris
 

Title:  Vice President