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EXHIBIT 4.2
 FIRST 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 June 4, 2004
 and arranged by:
 PNC CAPITAL MARKETS, INC.,
as sole arranger




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TABLE OF CONTENTS
 PageARTICLE I
    
    AMENDMENTS TO ORIGINAL CREDIT AGREEMENT
    
    
    2Section 1.01.
    
    Amendment to the First Paragraph of the Original Credit Agreement.
    
    
    2Section 1.02.
    
    Amended Definitions
    
    
    2Section 1.03.
    
    Additional Definitions
    
    
    3Section 1.04.
    
    Amendment of Definition of Permitted Liens
    
    
    4Section 1.05.
    
    Amendment to Section 2.01
    
    
    4Section 1.06.
    
    Amendment to Section 2.03
    
    
    4Section 1.07.
    
    Amendment to Subsection 2.08(b)(i)
    
    
    4Section 1.08.
    
    Amendments to Section 2.17.
    
    
    4Section 1.09.
    
    Amendment to Article II.
    
    
    10Section 1.10.
    
    Amendment to Article IV.
    
    
    10Section 1.11.
    
    Amendment to Section 6.02.
    
    
    11Section 1.12.
    
    Amendment to Section 7.12
    
    
    11Section 1.13.
    
    Amendment to Section 9.01
    
    
    11Section 1.14
    
    Amendment to Section 9.08.
    
    
    12Section 1.15.
    
    Amendment to Section 9.17
    
    
    12Section 1.16.
    
    Amendment to Article IX
    
    
    12Section 1.17.
    
    Amendment to Section 10.01
    
    
    12Section 1.18.
    
    Amendment to Section 10.04
    
    
    13Section 1.19.
    
    Amendment to Section 10.11
    
    
    13Section 1.20.
    
    Amendment to Article X
    
    
    13Section 1.21.
    
    Schedules
    
    
    13Section 1.22.
    
    No Other Amendments
    
    
    13ARTICLE II
    
    BORROWERS SUPPLEMENTAL REPRESENTATIONS
    
    
    14Section 2.01
    
    Incorporation by Reference
    
    
    14Section 2.02.
    
    Corporate Authority
    
    
    14Section 2.03.
    
    Capitalization and Ownership
    
    
    14Section 2.04.
    
    Validity of this First Amendment
    
    
    14Section 2.05.
    
    Financial Statements
    
    
    14Section 2.06.
    
    Absence of Litigation
    
    
    14Section 2.07.
    
    No Material Adverse Change
    
    
    15ARTICLE III
    
    CONDITIONS PRECEDENT
    
    
    15Section 3.01.
    
    Conditions Precedent
    
    
    15ARTICLE IV
    
    GENERAL PROVISIONS
    
    
    16Section 4.01.
    
    Ratification of Terms
    
    
    16Section 4.02.
    
    References
    
    
    16Section 4.03.
    
    Incorporation Into Original Credit Agreement
    
    
    17Section 4.04.
    
    Counterparts
    
    
    17Section 4.05.
    
    Capitalized Terms
    
    
    17Section 4.06.
    
    Taxes
    
    
    17Section 4.07.
    
    Costs and Expenses
    
    
    17Section 4.08.
    
    Severability
    
    
    17Section 4.09.
    
    Governing Law
    
    
    17Section 4.10.
    
    Headings
    
    
    17Section 4.11.
    
    Acknowledgment of Amendment of the Revolving Credit Note
    
    
    17Section 4.12.
    
    First Amendment Effective Date Adjustment of Commitments.
    
    
    17
 SCHEDULES
 - i -




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- ii -




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FIRST AMENDMENT TO  REVOLVING CREDIT AND LETTER OF CREDIT ISSUANCE AGREEMENT
 First
Amendment Borrower Documentation Agents Agent Original Credit Agreement
 WITNESSETH:
 Original
Lenders
  Non-Extending Bank Non-Extending Banks
  PNC Capital




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ARTICLE I  AMENDMENTS TO ORIGINAL CREDIT AGREEMENT
 Amendment to the First Paragraph of the Original Credit Agreement.
 Amended Definitions
 Agents Letter
 Application and Agreement for Letter of Credit Exhibit A
 Assignment and Assumption Agreement Exhibit B
 Base Rate
 Documentation Agent
 Euro-Rate
 as shown on Money Telerate Service display page 3750
  Expiration Date shall mean May 31, 2008. - 2 -




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Federal Funds Effective Rate
 L/C Issuer
 Additional Definitions
 Affirmation of Subsidiary Guaranty
 Anti-Terrorism Laws
 Blocked Person
 Executive Order No. 13224
 Federal Funds Open Rate
 First Amendment
 First Amendment Closing
 First Amendment Closing Date
 First Amendment Closing Fee
 First Amendment Effective Date
 - 3 -




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Master Assignment and Assumption Agreement
 USA Patriot Act
 Amendment of Definition of Permitted Liens
 Amendment to Section 2.01
  Amendment to Section 2.03
 First Amendment Closing Fee
 Amendment to Subsection 2.08(b)(i)
 Amendments to Section 2.17
   - 4 -




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Consolidated Total Indebtedness
    
    Applicable Letter ofto Consolidated EBITDA Ratio
    
    Credit FeeLess than or equal to 1.5 to 1.0
    
    1.00%Greater than 1.5 to 1.0 but less than or equal
to 2.0 to 1.0
    
    1.25%Greater than 2.0 to 1.0 but less than or equal
to 2.5 to 1.0
    
    1.75%Greater than 2.5 to 1.0
    
    2.25%
 - 5 -




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- 6 -




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- 7 -




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Existing Letters of Credit Schedule 2.17(j)
 Obligations Absolute
   - 8 -




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- 9 -




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Amendment to Article II
 Increasing the Revolving Credit Commitments provided however
 Amendment to Article IV
 - 10 -




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Blocked Person
        Amendment to Section 6.02
 and
 Amendment to Section 7.12
  Amendment to Section 9.01
 Appointment and Grant of Authority
 - 11 -




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Amendment to Section 9.08.
 Amendment to Section 9.17
 Amendment to Article IX
 No Reliance on Agents Customer Identification Program
 CIP Regulations
 Amendment to Section 10.01
 Amendments and Waivers
   - 12 -




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provided further
  Amendment to Section 10.04
 Amendment to Section 10.11
 Amendment to Article X
 Anti-Terrorism Laws
  Schedules
 No Other Amendments
 - 13 -




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ARTICLE II  BORROWERS SUPPLEMENTAL REPRESENTATIONS
 Incorporation by Reference
 Corporate Authority
 Capitalization and Ownership
 Validity of this First Amendment
 Financial Statements
 Financial Statements
 Accuracy of Financial Statements
 Absence of Litigation
 - 14 -




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No Material Adverse Change
 ARTICLE III  CONDITIONS PRECEDENT
 Conditions Precedent
                - 15 -




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ARTICLE IV  GENERAL PROVISIONS
 Ratification of Terms
 References
 - 16 -




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Incorporation Into Original Credit Agreement
 Counterparts
 Capitalized Terms
 Taxes
 Costs and Expenses
 Severability
 Governing Law
 Headings
 Acknowledgment of Amendment of the Revolving Credit Note
 First Amendment Effective Date Adjustment of Commitments
 - 17 -




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- 18 -




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Borrower:
 ATTEST/WITNESS:
    
    
    
    RTI INTERNATIONAL METALS, INC., an Ohio corporationBy:
    
    
    
    
    
    By:Name:
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    Title:Agent:PNC BANK, NATIONAL ASSOCIATION,as AgentBy:Name:
    
    David B. GookinTitle:
    
    Vice PresidentDocumentation Agents:NATIONAL CITY BANK OFPENNSYLVANIA, as a Documentation AgentBy:Name:Title:COMERICA BANK, as a DocumentationAgentBy:
    
    
    
    (SEAL)Name:Title:Lenders:PNC BANK, NATIONAL ASSOCIATIONBy:
    
    
    
    (SEAL)Name:
    
    David B. GookinTitle:
    
    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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Lender Credit Commitment
 Name:
    
    PNC Bank, National Commitment $30,000,000
   Association Ratable Share: 33.333333%
 nd
 Name:
    
    National City Bank Commitment $15,000,000
   of Pennsylvania Ratable Share: 16.666667%
 
 Name:
    
    Comerica Bank Commitment $15,000,000
   Ratable Share: 16.666667%




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Name:
    
    LaSalle Bank National Association Commitment $10,000,000
   Ratable Share: 11.111111%
 th
 Name:
    
    Citizens Bank of Pennsylvania Commitment $10,000,000
   Ratable Share: 11.111111%
 
 Name:
    
    Fifth Third Bank Commitment $10,000,000
   Ratable Share: 11.111111%
 th