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EXHIBIT 10.1
 OFFER OF LOAN
    
    Page 1 of 12
 BY:
    
    INVESTISSEMENT QUÉBEC,a legal person constituted pursuant to the
Act respecting Investissement Québec and La Financière du Québec
(R.S.Q., c. I-16.1), having its head office at 1200 Route de
lÉglise, Suite 500, Sainte-Foy (Québec), G1V 5A3 and having a
place of business at 393 Rue Saint-Jacques, Suite 500, Montréal
(Québec), H2Y 1N9, hereinafter referred to as IQ.TO:
    
    RTI-CLARO, INC.,a legally constituted legal person having its
principal place of business at 8140 Rue Lafrenaie, Saint-Léonard
(Québec) H1P 2A9, hereinafter referred to as the Company.
 THIS OFFER CANCELS AND REPLACES THE ONE ISSUED TO THE COMPANY AS OF JUNE 26, 2006.
 LOAN
 1.1
    
    IQ offers the Company a loan of five million one hundred and seventy-five thousand dollars
($5,175,000), hereinafter referred to as the Loan, on the terms and conditions set out herein
and in Schedules 1 and 2.
 CONTRACT
 2.1
    
    The acceptance of this Offer of Loan by the Company constitutes a binding contract for IQ and
the Company.
 PROJECT
 3.1
    
    The Loan is offered only for the new equipment acquisition project for implementation of a
new production line for large aircraft parts. Moreover, the aim of the project is the
acquisition of land and construction of a building to install the existing production line,
dedicated to small aircraft parts, and to install the new production line contemplated by the
project. The project will be carried out on Rue Ernest-Cormier in Laval, hereinafter referred
to as the Project, which, accompanied by its financing, is established as follows:
 Total
    
    EligiblePROJECT
    
    Expenditures
    
    Expenditures
    
    FINANCINGEquipment
    
    $
    25,500,000
    
    
    $
    25,500,000
    
    
    IQ interest-free loan
    
    $
    5,175,000Equipment
contingencies
    
    $
    2,550,000
    
    
    $
    2,550,000
    
    
    Internal funds
    
    $
    22,875,000Land and building
    
    $
    16,750,000
    
    
    
    
    
    
    Bank loan for land and building
    
    $
    16,750,000$
    44,800,000
    
    
    $
    28,050,000
    
    
    
    
    $
    44,800,000
 3.2
    
    The Company declares that it began the Project on April 7, 2006 and
undertakes to complete it no later than April 6, 2009. For the purposes of this Offer,
the Project completion date will be the latter date or any other previous date
confirmed in writing by the Company to IQ as the date when the Project was completed.
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OFFER OF LOAN
    
    Page 2 of 12
 DISBURSEMENT
 4.1
    
    IQ shall disburse the Loan a maximum of five (5) disbursements, over the period of
implementation of the Project, if the Company is not in default of any of the terms and
conditions of this Offer. Each disbursement shall be equal to eighteen point forty-five
percent (18.45%) of the Eligible Expenditures contemplated in the request for disbursement, up
to a maximum of five million one hundred and seventy-five thousand dollars ($5,175,000), so as
to comply with the proportion of the Loan regarding the Projects Eligible Expenditures.
However, for the last disbursement, IQ may withhold up to twenty percent (20%) of the amount
of the Loan until all of its terms and conditions are met.
 COMMITMENTS TO FULFILL BEFORE DISBURSEMENT OF THE FUNDS
 5.1
    
    The first disbursement of the Loan shall be made only once IQ has obtained, to its
satisfaction:
 5.1.1
    
    a written confirmation from the parent company, RTI
International Metals, Inc., to the effect that it will make the necessary funds
available to the Company to implement the Project, at its new Laval plant;5.1.2
    
    a copy of the loan agreement concerning the financing of the
land and building, accompanied by a firm turnkey contract, duly signed, for the
construction of the building in Laval;recent certificates of attestation;5.1.3
    
    the legal opinions of the Companys external counsel on the
Companys corporate status and its capacity to borrow and that the agreement
constitutes valid commitments that bind the Company in accordance with its
provisions, on the validity of the Suretyship, the capacity of the Surety to
grant the Suretyship, their enforceability and any other matter that IQ may
require;5.1.4
    
    the Suretyship of RTI International Metals, Inc., according to
the terms and conditions of Schedule 2.
 5.2
    
    Prior to each disbursement of the Loan, including the first one, the Company shall have
remitted to IQ, in a form that will be satisfactory to it, a request for disbursement
accompanied by a report on the degree of implementation of the Project, and on the new Jobs
created, its most recent internal financial statements accompanied by the most recent publicly
available financial statements of RTI International Metals, Inc., and a certificate of its
external auditors certifying the Eligible Expenditures contemplated in the request for
disbursement and showing how these expenditures have been financed.
 5.3
    
    Prior to the last disbursement of the Loan, the Enterprise shall have provided IQ with a
report conforming the complete implementation of the Project and confirming that all the
equipment which is the object of disbursements by IQ has been installed at its Laval plant,
and a certificate of its external auditors attesting to the Eligible Expenditures made
regarding the Project.
 OTHER COMMITMENTS
 6.1
    
    Effective from the date of acceptance of this Offer and for the entire term of the Loan, the
Company undertakes to:
 6.1.1
    
    maintain a minimum working capital ratio of one point five to one point zero
(1.5 : 1.0); the working capital ratio being obtained by dividing the total short
term assets by the total short term liabilities;
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OFFER OF LOAN
    
    Page 3 of 12
 6.1.2
    
    make Eligible Expenditures for a minimum amount of five million
dollars ($5,000,000);6.1.3
    
    disclose promptly any other financial assistance granted for the
purposes of the Project, it being understood that the cumulative financial
contributions obtained for the Project, including the participating interests in
the form of share capital and loan guarantees, coming from government
departments or bodies (federal and provincial) shall not exceed fifty percent
(50%) of the total cost of the Project;6.1.4
    
    provide any authorized representative of IQ, on reasonable
advance notice and during normal business hours, with reasonable access to its
premises where any document related to the Project is found and to the Companys
premises, its relevant books related to this Offer and other documents related
to the Project in order to inspect and evaluate the progress and results of the
Project;6.1.5
    
    honour the other commitments stipulated in Section 8 of Schedule 1.
 INTEREST RATE
 7.1
    
    The Loan shall not bear interest.7.2
    
    Notwithstanding subsection 7.1, in the event of the Companys default under the
terms hereof, any amount then due and payable by the Company shall thereupon bear
interest effective from the date of receipt of a request from IQ to this effect, up to
and including the date of repayment of the total amount owed to IQ, the whole at the
annual rate equal to IQs weekly variable rate, which is currently established, for
reference purposes only, at seven point five percent (7.5%) per year. For the purposes
hereof, the weekly variable rate prevailing at IQ is equal to the average prime rate of
six (6) Canadian chartered banks selected by IQ, expressed on an annual basis and
increased by one and a half percent (1.5%). This rate is reviewed once a week and is
thus subject to weekly variation.7.3
    
    The Company hereby accepts any variation of the weekly variable rate that IQ may
determine from time to time and that IQ will take into account in the calculation of the
interest on the Loan. Any statement of account sent to the Company by IQ shall
constitute incontestable proof of the accuracy of this calculation, should the Company
fail to notify IQ of the contrary within ten (10) days of receipt of any such statement
of account.
 REPAYMENT OF THE LOAN
 8.1
    
    The Company shall benefit from a moratorium on the principal repayment of the Loan for a
period of twenty-four (24) months effective from the first disbursement of the Loan.
 8.2
    
    At the end of the moratorium stipulated in subsection 8.1, to the extent that the Loan has be
disbursed in full, the Company shall repay the principal of the Loan in sixty (60) monthly,
equal and consecutive payments of eighty-six thousand two hundred and fifty dollars ($86,250)
each, payable on the last day of each month. If the Loan has not been disbursed in full, the
Company shall repay the balance of the principal disbursed in sixty (60) monthly, equal and
consecutive payments, payable on the last day of each month.
 8.3
    
    For the purposes of repayment of the Loan by means of manual or electronic debits from the
Companys bank account, as explained in section 9 of Schedule 1 entitled GENERAL TERMS AND
CONDITIONS OF THE LOAN, the Company confirms that, on the date of acceptance of this Offer,
it
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OFFER OF LOAN
    
    Page 4 of 12
 
  COMMITMENT FEE
 9.1
    
    This Offer is subject to the payment of management fees, hereinafter referred to as the
Commitment Fee, of one point twenty-five percent (1.25%) of the amount of the Loan, namely
sixty-four thousand six hundred and eighty-seven dollars and fifty cents ($64,687.50).
 9.2
    
    IQ acknowledges that it has received the amount of thirty-seven thousand five hundred dollars
($37,500) in partial payment of the Commitment Fee. This Commitment Fee, the balance of which
shall be paid to IQ upon acceptance of this Offer, is not refundable under any circumstances,
in whole or in part.
 9.3
    
    This Commitment Fee, which shall be paid to IQ upon acceptance of this Offer, is not
refundable in any circumstances, in whole or in part.
 9.4
    
    The mere cashing of the Commitment Fee shall not create any right in favour of the Company
and shall in no way oblige IQ to make any disbursement on the Loan, since these rights and
obligations can be generated only provided that the terms and conditions mentioned in this
Offer are met.
 OTHER PROVISIONS
 10.1
    
    Schedule 1 and Schedule 2, respectively entitled GENERAL TERMS AND
CONDITIONS OF THE LOAN and SURETYSHIP, are an integral part of this Offer.10.2
    
    Only the French version of this Offer shall be considered official and, in
all cases, it shall prevail over any translation that might accompany it.10.3
    
    The Company and the Surety acknowledge that the stipulations contained in
this Offer and in its schedules entitled GENERAL TERMS AND CONDITIONS OF THE LOAN
and SURETYSHIP have been discussed freely between them and IQ and that they have
received adequate explanations of their nature and extent.
 INVESTISSEMENT QUÉBEC
 
 
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OFFER OF LOAN
    
    Page 5 of 12
 ACCEPTANCE BY THE COMPANY
   RTI-CLARO, INC.
 Per:
    
    
    
    Date:SignatureName of authorized signatory
 SURETY
 RTI INTERNATIONAL METALS, INC.
 Per:
    
    
    
    Date:SignatureName of authorized signatory
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OFFER OF LOAN
    
    Page 6 of 12
 SCHEDULE 1
 GENERAL TERMS AND CONDITIONS OF THE LOAN
 1.
    
    This contract shall be governed by the laws of Québec and, in the event of contestation, the
courts of Québec shall have sole jurisdiction. Moreover, this Offer is subject to the
application of the terms and conditions set out in the Act respecting Investissement Québec
and La Financière du Québec (R.S.Q., c. I-16.1) and its programs.2.
    
    By its acceptance of this Offer, the Company declares that all the information it has
furnished to IQ is true.3.
    
    For the purposes of this Offer, the following terms have the meaning given to them
hereinafter unless the context requires a different meaning:Equity means the amount, according to the Companys balance sheet, (a) of its paid-up
capital, including all new capital investments by shareholders in the form of subscriptions
in the Companys share capital, (b) its contributed surplus, (c) its retained earnings, (d)
loans granted to the Company and not involving any principal repayment for the next 5 years,
(e) advances extended by the shareholders, (f) subsidies from the federal, Québec or
municipal governments that have been carried over, and (g) any other item of a similar
nature; however, Equityexcludes deferred expenses, unpaid goodwill, appraisal surpluses,
loans granted or guaranteed by government bodies and other items of a similar nature, and
research expenses and other intangibles that will have been capitalized and that will not
have been paid in cash by the Company;Case of Default means any of the defaults under the terms of Section 9;Material Change means any change, as the case may be, that risks having a material adverse
affect on the implementation of the Project or a Major element thereof;Eligible Expenditures means the expenditures indicated in Section 3 of this Offer, provided
that they have been incurred, paid and capitalized by the Company, and, as the case may be,
the Eligible Capital Expenditures indicated in Section 3 of this Offer; excluded are Eligible
Expenditures for which the Company is entitled to receive refundable tax credits from the
Government of Québec and those that benefit from any financial assistance from the Government
of Québec;Eligible Capital Expenditures means the capital expenditures indicated in Section 3 of this
Offer, provided that they have been incurred and paid by the Company; excluded are Eligible
Expenditures for which the Company is entitled to receive refundable tax credits from the
Government of Québec and those that benefit from any financial assistance from the Government
of Québec;Long-Term Debt means the sum of the financial obligations the Company is not normally bound
to discharge during the current fiscal year and which appear under Long-Term Liabilities in
its balance sheet;Major Element means the legal existence of the Company, its financial position, its
operating results, its capacity to carry on its business, to hold its property or to fulfill
its general obligations or its obligations under the terms of any credit or security
agreement to which it may be party;
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OFFER OF LOAN
    
    Page 7 of 12
 
 Job means any permanent job held on a basis of no less than 40 weeks per year, including
vacation weeks, and including a minimum of 30 hours per week.4.
    
    No significant change shall be made to the Project without IQs prior written consent. If the
actual cost of the Project exceeds the forecast total, the Company shall provide or ensure
that its shareholders provide the amounts necessary to cover any amount in excess of the
forecasts, in a manner that IQ shall deem satisfactory, before the balance of the Loan is
disbursed. If the Eligible Capital Expenditures (OR the Capital Expenditures) actually
incurred by the Company in respect of the Project turn out to be less than the total Eligible
Capital Expenditures (OR the total Capital Expenditures) forecast under PROJECT, IQ
reserves the right to reduce the amount of the Loan proportionally.5.
    
    For each disbursement of the Loan, the Company shall submit an application in writing. In
support of each request, it shall submit any voucher required by IQ.6.
    
    The Loan may be disbursed directly by IQ to the Companys bank account, by written notice
issued by the bank or the financial institution with which IQ does business. However, IQ
reserves the right to disburse the Loan by means of cheques if it considers this disbursement
mode preferable under the circumstances.7.
    
    The Company hereby authorizes IQ to make any payment, by manual or electronic debits, that
the Company must make to IQ in respect of this Agreement. For this purpose, the Company hereby
authorizes the bank or the financial institution with which it does business to honour the
debits made by IQ.IQ shall send in advance a monthly debit note to the Company containing all the information
relating to the repayment to be made by the Company.The Company undertakes to renew the authorization appearing above if it changes banks or
financial institutions before the Loan is repaid in full and to inform IQ of this change by
providing it with a cheque specimen from its new bank or financial institution marked VOID
and containing all the necessary information.The Company accepts that the repayment of any amount owing pursuant to this Offer be made by
means of cheques if IQ considers this payment mode preferable under the circumstances.8.
    
    Effective from the date of acceptance of this Offer and for the entire term of the Loan, the
Company undertakes to:
 8.1
    
    furnish its internal annual financial statements, as presented for tax purposes,
within one hundred and twenty (120) days of the end of any fiscal year and its audited
consolidated financial statements (when the Company must have them prepared according to
generally accepted accounting practices recognized by the Canadian Institute of
Chartered Accountants); also furnish, on request, its financial statements, those of its
subsidiaries and its consolidated financial statements, as the case may be, for any
period determined by IQ within the time limit prescribed in such request;8.2
    
    furnish the audited consolidated annual financial statements of RTI International
Metals, Inc., when made available to the public;
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OFFER OF LOAN
    
    Page 8 of 12
 8.3
    
    furnish a written confirmation of the renewal and the conditions of its bank line
of credit on an annual basis or a written confirmation by the Company to the effect that
it benefits from adequate financing from RTI International Metals, Inc., allowing it to
carry on its operations suitably, including the implementation of the Project,
throughout the term of this financial intervention, within a time limit of forty-five
(45) days of publication of the Companys annual financial statements;8.4
    
    not amend its articles of incorporation constituting documents or its authorized
and issued share capital, including not issuing new shares of its share capital or
purchasing, redeeming, converting or exchanging any shares of its share capital without
the prior written agreement of IQ;8.5
    
    not merge, wind up or dissolve itself without the prior written agreement of IQ;8.6
    
    not grant any loan or advance to its shareholders, directors or officers outside
the normal course of its operations, without having obtained IQs written agreement in
advance;8.7
    
    transact on a business basis and at arms length in its commercial relations
with any person;8.8
    
    obtain the prior written agreement of IQ before declaring or paying any dividend
to one or more classes of shareholders;8.9
    
    not grant loans or advances to affiliated or related companies, not make
investments or grant security, except in the normal course of its operations, and
notably, except for the securities granted pursuant to a loan agreement financing the
land and building as indicated in section 3.1 of this Offer;8.10
    
    not move a substantial portion of its assets out of Québec without having
obtained the prior written authorization of IQ;8.11
    
    ensure that there is no change not authorized in advance by IQ in the control of
the Company;control means holding of shares entailing a sufficient number of voting rights to
allow the election of the majority of the directors of the Company.8.12
    
    insure and keep insured against all risks the assets included in the Project, up
to their replacement value, or take out and maintain in force any insurance policy
required by IQ and furnish to IQ, on request, with a copy of the insurance policies thus
taken out and their renewal. In the event that the Company is in default of compliance
with this commitment, IQ may remedy it, at the Companys expense, without prejudice to
any other right in its favour;8.13
    
    not dispose of its assets except as permitted by IQ, as the case may be;8.14
    
    disclose promptly to IQ any litigation or proceedings before a law court, a
commission or a government agency to which it is a party;8.15
    
    maintain its operations related to the Project for a minimum period of 5 years effective from
the date when it will have completed the Project, except as concerns the periods necessary to
permit the Company to proceed with maintenance or replacement of equipment that is obsolete or
can no longer be used in the normal course of its operations
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OFFER OF LOAN
    
    Page 9 of 12
 
 9.
    
    Notwithstanding any contrary provision contained in this Offer and even if the conditions
have been honoured, IQ reserves the right, at its discretion, to cancel the Loan or any
undisbursed portion thereof, defer disbursement and cancel the interest moratorium, as the
case may be, and the Company undertakes to repay, on demand, all or part of the amounts
disbursed on the Loan, with interest, fees and accessories, in the following Cases of
Default:
 9.1
    
    if the Project is not completed by the date stipulated in this Offer;9.2
    
    if the Company has not submitted any request for disbursement within six (6)
months of acceptance of this Offer;9.3
    
    if the Loan is not disbursed in full by July 6, 2009;9.4
    
    if the total amount of the financial assistance granted, in any form whatsoever,
by the Government of Québec and its departments and bodies, including the refundable tax
credits, exceeds fifty percent (50%) of the Eligible Expenditures of the Project;9.5
    
    if a minimum of five million dollars ($5,000,000) of Eligible Capital
Expenditures are not realized by the Company under the Project if the Company interrupts
or abandons the Project in whole or in part;9.6
    
    if the Company assigns its property, is under a receivership order pursuant to
the Bankruptcy and Insolvency Act (R.S.C. (1985) c. B-3), makes a proposal to its
creditors or commits an act of bankruptcy pursuant to the said Act, avails itself of the
provisions of the Act to facilitate compromises and arrangements between companies and
their creditors (R.S.C. (1985), c. C-36) or if it is under a winding-up order pursuant
to the Winding-Up Act (R.S.Q., c. L-4) or any other law to the same effect, or if its is
insolvent or on the verge of becoming insolvent, or if it does not maintain its legal
existence or if its financial position, in the opinion if IQ, deteriorates so as to
jeopardize its survival;9.7
    
    if the Company losses the benefit of term in respect of any loan that has been
granted to it or has been the object of a demand for repayment of any loan payable on
demand;9.8
    
    if the Company is in default under the terms of an agreement or a warranty deed
in respect of its borrowing;9.9
    
    if, in the opinion of IQ and without its consent, a material change occurs in the
Project or in its financing, in the nature of the Companys operations or, in general,
in the risk level;9.10
    
    if the assets constituting the Project are liquidated;9.11
    
    if the Company has paid Eligible Capital Expenditures (OR Eligible Expenditures)
for the implementation of the Project before the date of receipt by IQ of the Companys
request for financing;9.12
    
    in the event of an error or omission in a representation, reticence,
misrepresentation, fraud or falsification of documents on the part of the Company;9.13
    
    if the Company encumbers or disposes in any manner of its capitalized assets
included in the Project without the prior written consent of IQ, except for the purpose
of carrying on its business or enterprise and in the normal course of its business, and
notably, except for the securities granted pursuant to a loan agreement financing the
land and building as indicated in section 3.1 of this Offer;
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OFFER OF LOAN
    
    Page 10 of 12
 9.14 if the Company is in default of performance of any of the conditions and clauses
of this Offer.
 10.
    
    IQ reserves the right, during the term of the Loan, to require any document that it may
consider useful or relevant.11.
    
    The Company shall furnish, at IQs request, the certificates or documents required in
accordance with the laws of Québec.12.
    
    The Company may not assign or transfer the rights conferred to it under the terms of this
Offer without the prior written consent of IQ.13.
    
    The Company shall sign a term note or an acknowledgment of debt in the amount of each of the
disbursements of the Loan.14.
    
    Any interest not paid at maturity shall bear interest itself effective from that date at the
rate stipulated in this Offer, without notice or warning.15.
    
    If the amount of the Loan is not disbursed in full by October 6, 2009, IQ shall require
payment of an indemnity, calculated on a daily basis, effective from the aforementioned date,
at one percent (1%) per year, on the undisbursed balance of the Loan, so as to maintain this
balance at the Companys disposal (hereinafter referred to as the Standby Fee) and payable on
the last day of each month effective from the last day of the month following the
aforementioned date.The Company may request the cancellation of any undisbursed balance and the Standby Fees
shall cease to accrue effective from the date of receipt by IQ of such written request.16.
    
    By accepting this Offer, the Company consents that a public announcement be made by IQ or by
its responsible Minister, communicating the following information: the name and address of the
Company, the type of business, the nature and budget of the Project, the amount of the Loan
and the number of Jobs involved Any such announcement shall receive the prior approval of the
Company which shall not withhold or delay its approval without justification.17.
    
    If the Company wishes to announce the Project officially or proceed with an official
inauguration, it shall advise IQ fifteen (15) days in advance, so as to permit it or its
responsible Minister to participate.18.
    
    The Company undertakes to discharge all the expenses pertaining to the preparation and
registration, as the case may be, of the documents necessary to give legal effect to this
Offer and to any amendment thereto.19.
    
    The Company undertakes to pay all the costs incurred by IQ to exercise its rights under the
terms of this Offer, including those permitting it to obtain performance of all of the
Companys obligations to protect, execute or preserve any security granted to guarantee the
Loan or proceed with an appraisal of the Companys assets at IQs request, including, in
particular, all court costs, fees, charges or other legal expenses, and the costs and fees of
agents, trustees or others.20.
    
    IQ, on prior notice to the Company, may enter the Companys premises during normal business
hours for the purposes of audits considered useful or necessary.21.
    
    For the purposes of this Offer and its schedules entitled GENERAL TERMS AND CONDITIONS OF
THE LOAN AND SURETYSHIP, all notices shall be sent in writing, by certified or registered
mail or by delivery in person. The notices coming from IQ shall be sent to the Companys head
office, to the attention of the authorized representative who will sign the acceptance of this
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OFFER OF LOAN
    
    Page 11 of 12
 
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OFFER OF LOAN
    
    Page 12 of 12
 SCHEDULE 2
 SURETYSHIP
    1.
    
    The Surety declares that it is to its advantage that the Loan be granted to the Company; it
further adds that it has studied all the provisions contained in this Offer and declares that it is
satisfied therewith.
 2.
    
    The Company and the Surety declare that the Surety is a shareholder of the Company or that it
maintains a close and constant business relationship with the Company.
 3.
    
    The Surety, as undivided, joint and several surety, hereby guarantees to IQ the repayment of
what the Company will owe to IQ, up to the amount of the principal, interest, fees and
accessories of the Loan and any other amount payable under the terms of this Offer, as these
amounts become respectively due and payable, whether by the passage of time, by extension or
otherwise, in accordance with the provisions contained in this Offer, and also guarantees the
fulfillment by the Company of any other obligation mentioned in this Offer.
 4.
    
    The Surety shall be considered and shall find itself in the same status as the Company, and
expressly waives any request for payment, presentation for payment, protest and notice thereof
respectively and any notice of default, and also waives the benefits of division and
discussion.
 5.
    
    The Surety consents that IQ obtain and exchange all personal information concerning its
solvency, its financial capacity, its payment behaviour and any other information it considers
relevant with third parties, in particular, financial institutions, creditors and personal
information agents.
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