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EXHIBIT 10.2
 SECOND AMENDMENT TO
REVOLVING CREDIT AND LETTER OF CREDIT ISSUANCE AGREEMENT
 By and Among
 RTI INTERNATIONAL METALS, INC.,
as Borrower
 and
 THE FINANCIAL INSTITUTIONS PARTY HERETO,
as Lenders
 and
 NATIONAL CITY BANK OF PENNSYLVANIA
and
COMERICA BANK
as Documentation Agents
 and
 PNC BANK, NATIONAL ASSOCIATION,
as Agent
 Dated as of July 25, 2006
 and arranged by:
 PNC CAPITAL MARKETS, INC.,
as sole arranger




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TABLE OF CONTENTS
 PageARTICLE I AMENDMENTS TO ORIGINAL CREDIT AGREEMENT
    
    
    1Section 1.01. Additional Definitions
    
    
    1Section 1.02. Amendment to Section 7.01
    
    
    2Section 1.03. Amendment to Section 7.14
    
    
    2Section 1.04. Addition of Schedule 1.01(d)
    
    
    2Section 1.05. Revision of Schedule 4.03
    
    
    2Section 1.06. Revision of Schedule 4.03
    
    
    2Section 1.07. Revision of Schedule 7.03
    
    
    2Section 1.08. No Other Amendments
    
    
    2ARTICLE
II BORROWERS SUPPLEMENTAL REPRESENTATIONS
    
    
    3Section 2.01 Incorporation by Reference
    
    
    3Section 2.02. Corporate Authority
    
    
    3Section 2.03. Capitalization and Ownership
    
    
    3Section 2.04. Validity of this First Amendment
    
    
    3Section 2.05. No Conflict
    
    
    3Section 2.06. Consents and Approvals
    
    
    3Section 2.07. Financial Statements
    
    
    3Section 2.08. Absence of Litigation
    
    
    4Section 2.09. No Material Adverse Change
    
    
    4Section 2.10. Full Disclosure
    
    
    4ARTICLE III CONDITIONS PRECEDENT
    
    
    4Section 3.01. Conditions Precedent
    
    
    4ARTICLE IV GENERAL PROVISIONS
    
    
    5Section 4.01. Ratification of Terms
    
    
    5Section 4.02. References
    
    
    5Section 4.03. Incorporation Into Original Credit Agreement
    
    
    5Section 4.04. Counterparts
    
    
    6Section 4.05. Capitalized Terms
    
    
    6Section 4.06. Taxes
    
    
    6Section 4.07. Costs and Expenses
    
    
    6Section 4.08. Severability
    
    
    6Section 4.09. Governing Law
    
    
    6Section 4.10. Headings
    
    
    6
 - i -




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EXHIBITS
  SCHEDULES
 
 - ii -




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SECOND AMENDMENT TO  REVOLVING CREDIT AND LETTER OF CREDIT ISSUANCE AGREEMENT
 Second Amendment Borrower Documentation Agents Agent Original Credit
Agreement
 WITNESSETH:
   PNC Capital
  ARTICLE I  AMENDMENTS TO ORIGINAL CREDIT AGREEMENT
 Additional Definitions
 RTI-Claro
 RTI-Claro Facility
 Second Amendment




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Second Amendment Closing
 Second Amendment Closing Date
 Second Amendment Effective Date
 Amendment to Section 7.01
    Amendment to Section 7.14
 Limitation on Negative Pledge Clauses
 Addition of Schedule 1.01(d)
 Revision of Schedule 4.01
 Revision of Schedule 4.03
 Revision of Schedule 7.03
 No Other Amendments
 - 2 -




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ARTICLE II  BORROWERS SUPPLEMENTAL REPRESENTATIONS
 Incorporation by Reference
 Corporate Authority
 Capitalization and Ownership
 Validity of this Second Amendment
 No Conflict
 Consents and Approvals
 Financial Statements
 Financial Statements
 - 3 -




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Accuracy of Financial Statements
 Absence of Litigation
 No Material Adverse Change
 Full Disclosure
 ARTICLE III  CONDITIONS PRECEDENT
 Conditions Precedent
         - 4 -




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ARTICLE IV  GENERAL PROVISIONS
 Ratification of Terms
 References
 Incorporation Into Original Credit Agreement
 - 5 -




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Counterparts
 Capitalized Terms
 Taxes
 Costs and Expenses
 Severability
 Governing Law
 Headings
  - 6 -




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Borrower:
 ATTEST/WITNESS:
    
    
    
    RTI INTERNATIONAL METALS, INC., an OhiocorporationBy:
    
    
    
    
    
    By:Name:
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    Title:Agent:PNC BANK, NATIONAL ASSOCIATION,as AgentBy:Name:
    
    David B. GookinTitle:
    
    Senior Vice PresidentDocumentation Agents:NATIONAL CITY BANK OFPENNSYLVANIA, as a Documentation AgentBy:Name:Title:COMERICA BANK, as a Documentation AgentBy:
    
    
    
    (SEAL)Name:Title:Lenders:PNC BANK, NATIONAL ASSOCIATIONBy:
    
    
    
    (SEAL)Name:
    
    David B. GookinTitle:
    
    Senior Vice President




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NATIONAL CITY BANK OF PENNSYLVANIABy:
    
    
    
    (SEAL)Name:Title:COMERICA BANKBy:
    
    
    
    (SEAL)Name:Title:LaSALLE BANK NATIONAL ASSOCIATIONBy:
    
    
    
    (SEAL)Name:Title:CITIZENS BANK OF PENNSYLVANIABy:
    
    
    
    (SEAL)Name:Title:FIFTH THIRD BANKBy:
    
    
    
    (SEAL)Name:Title:




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EXHIBIT A TO
SECOND AMENDMENT TO REVOLVING CREDIT AND LETTER OF CREDIT ISSUANCE AGREEMENT
DATED AS OF JULY 25, 2006
 CONSENT OF SUBSIDIARY GUARANTORS
 Borrower Credit Agreement Amendment Guaranty




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GUARANTORS:WITNESS/ATTEST:BOW STEEL CORPORATION, a DelawarecorporationBy:
    
    
    
    
    
    By:
    
    
    
    (SEAL)Name:
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    Title:WITNESS/ATTEST:
    
    
    
    BOW STEEL OF TEXAS CORPORATION, aDelaware corporationBy:
    
    
    
    
    
    By:
    
    
    
    (SEAL)Name:
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    Title:WITNESS/ATTEST:
    
    
    
    EARTHLINE TECHNOLOGIES, INC., anOhio corporationBy:
    
    
    
    
    
    By:
    
    
    
    (SEAL)Name:
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    Title:
  
 WITNESS/ATTEST:
    
    
    
    ETCA GP, L.L.C., a Texas limited liability companyBy:
    
    
    
    
    
    By:
    
    
    
    (SEAL)Name:
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    Title:WITNESS/ATTEST:
    
    
    
    ETCA LP, INC., a Delaware corporationBy:
    
    
    
    
    
    By:
    
    
    
    (SEAL)Name:
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    Title:WITNESS/ATTEST:
    
    
    
    EXTRUSION TECHNOLOGYCORPORATION OF AMERICA, an Ohio corporationBy:
    
    
    
    
    
    By:
    
    
    
    (SEAL)Name:
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    Title:WITNESS/ATTEST:
    
    
    
    NATI GAS CO., an Ohio corporation
 - 10 -




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By:
    
    
    
    
    
    By:
    
    
    
    (SEAL)Name:
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    Title:WITNESS/ATTEST:
    
    
    
    NEW CENTURY METALS, INC., an Ohio corporationBy:
    
    
    
    
    
    By:
    
    
    
    (SEAL)Name:
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    Title:WITNESS/ATTEST:
    
    
    
    NEW CENTURY METALS SOUTHEAST,INC., a Delaware corporationBy:
    
    
    
    
    
    By:
    
    
    
    (SEAL)Name:
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    Title:
  
 WITNESS/ATTEST:
    
    
    
    PIERCE-SPAFFORD METALS COMPANY,INC., a California corporationBy:
    
    
    
    
    
    By:
    
    
    
    (SEAL)Name:
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    Title:WITNESS/ATTEST:
    
    
    
    RMI DELAWARE, INC., a Delaware corporationBy:
    
    
    
    
    
    By:
    
    
    
    (SEAL)Name:
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    Title:WITNESS/ATTEST:
    
    
    
    RMI METALS, INC., a Utah corporationBy:
    
    
    
    
    
    By:
    
    
    
    (SEAL)Name:
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    Title:WITNESS/ATTEST:
    
    
    
    RMI TITANIUM COMPANY, an Ohio corporationBy:
    
    
    
    
    
    By:
    
    
    
    (SEAL)Name:
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    Title:WITNESS/ATTEST:
    
    
    
    RTI HERMITAGE, INC., an Ohio corporation, f/k/aRTI COMMERCIAL PRODUCTS, INC.
 - 11 -




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By:
    
    
    
    
    
    By:
    
    
    
    (SEAL)Name:
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    Title:WITNESS/ATTEST:
    
    
    
    RTI ENERGY SYSTEMS, INC., an Ohio corporationBy:
    
    
    
    
    
    By:
    
    
    
    (SEAL)Name:
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    Title:
  
 WITNESS/ATTEST:
    
    
    
    RTI FABRICATION AND DISTRIBUTION,INC., an Ohio corporationBy:
    
    
    
    
    
    By:
    
    
    
    
    
    
    
    (SEAL)Name:
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    Title:WITNESS/ATTEST:
    
    
    
    RTI FABRICATIONS, L.P., a Texas limited partnershipBy:
    
    ETCA GP, L.L.C., a Texas limitedliability company, its general partnerBy:
    
    
    
    
    
    
    
    
    
    By:
    
    
    
    (SEAL)Name:
    
    
    
    
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    
    
    
    
    Title:WITNESS/ATTEST:
    
    
    
    RTI-ST. LOUIS, INC., a Missouri corporationBy:
    
    
    
    
    
    By:
    
    
    
    
    
    
    
    (SEAL)Name:
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    Title:WITNESS/ATTEST:
    
    
    
    TRADCO, INC., a Missouri corporationBy:
    
    
    
    
    
    By:
    
    
    
    
    
    
    
    (SEAL)Name:
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    Title:WITNESS/ATTEST:
    
    
    
    WELD-TECH ENGINEERING SERVICES,L.P., a Texas limited partnership
 - 12 -




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By:
    
    WELD-TECH GP, INC., a Texascorporation, its general partnerBy:
    
    
    
    
    
    By:
    
    
    
    
    
    
    
    (SEAL)Name:
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    Title:
  
 WITNESS/ATTEST:
    
    
    
    WELD-TECH GP, INC., a Texas corporationBy:
    
    
    
    
    
    By:
    
    
    
    (SEAL)Name:
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    Title:WITNESS/ATTEST:
    
    
    
    WELD-TECH LP, INC., a Delaware corporationBy:
    
    
    
    
    
    By:
    
    
    
    (SEAL)Name:
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    Title:
 - 13 -