are evidenced by notes, bonds (excluding performance/suretybonds and custom bonds), or similar instruments, (e) CapitalizedLease Obligations, (f) Contingent Obligations and (g) obligationsfor which such Person is obligated pursuant to or in respect of aletter of credit (excluding Cash Collateralized Letters of Creditbut only to the extent of the amount of same day funds held in thePre-Default L/C Cash Collateral Account at the applicable time ofdetermination) and, for the purpose of Section 7.01 only, HedgingAgreements.     “***Issuing Bank***” means PNC Bank, National Association, as theissuer 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-DefaultCash Collateral L/C Account.     “***Net Debt***” means as of any time, Consolidated Debt *minus*unencumbered cash and unencumbered Cash Equivalents of the Borrowerand its Domestic Subsidiaries in excess of Fifty Million and 00/100Dollars ($50,000,000.00).     “***Swing Loan Bank***” means PNC Bank, National Association, or suchother Lenders as shall, with the consent of each Swing Loan Bank,the Administrative Agent and the Borrower, have assumed all or anyportion 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 definedterms in their appropriate alphabetical order:     “***Cash Collateralized Letter of Credit***” or “***Cash CollateralizedLetters of Credit***” shall mean, singularly or collectively, as thecontext may require, any Letter of Credit, with respect to which theBorrower, at its sole discretion, has deposited with the IssuingBank on behalf of the Lenders in same day funds at the IssuingBank’s office designated by the Issuing Bank, for deposit in thePre-Default L/C Cash Collateral Account, an amount equal to theapplicable outstanding Letter of Credit issued by the Issuing Bankwhich are to be Cash Collateralized Letters of Credit.     “***Post-Default L/C Cash Collateral Account***” means, at any timeupon the occurrence and during the continuance of an Event ofDefault an interest bearing account, either automatically convertedfrom a Pre-Default L/C Cash Collateral Account or otherwiseestablished in accordance with the terms and provisions of Section8.04, with the Issuing Bank at its address designated in Section10.02 in the name of the Borrower but in connection with
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which the Issuing Bank shall be the sole entitlement holder orcustomer.     “***Pre-Default L/C Cash Collateral Account***” means, so long as noEvent of Default has occurred and is continuing, an interest bearingaccount, established at the request of the Borrower in connectionwith any Cash Collateralized Letter of Credit, with the Issuing Bankat its address designated in Section 10.02 in the name of theBorrower, and with respect to which the Borrower hereby pledges andassigns and grants to the Issuing Bank on behalf of itself and ofthe Lenders a security interest in such Pre-Default L/C CashCollateral Account and all cash held therein, all interest andproceeds of any and all of the foregoing which account may be closedor from which account assets may be withdrawn by the Borrower;provided, however, upon the occurrence and duringthe continuation of an Event of Default, any Pre-Default L/C CashCollateral Account shall automatically be deemed to be aPost-Default L/C Cash Collateral Account and such account and allassets held therein shall become subject to the terms and provisionsof Section 8.04 without further act of the Administrative Agent, theIssuing Bank or any Lender.     4. Section 8.04(a) of the Credit Agreement is hereby amended to delete therefrom eachreference to “L/C Cash Collateral Account” in its entirety and to insert in its stead in eachinstance 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 inits entirety and in its stead is inserted the following:     To the extent not otherwise automatically converted from aPre-Default L/C Cash Collateral Account in accordance with the termsand provisions of this Agreement, the Borrower hereby authorizes theIssuing Bank to open at any time upon the occurrence and during thecontinuance of an Event of Default a Post-Default L/C CashCollateral Account, and hereby pledges and assigns and grants to theIssuing Bank on behalf of itself and of the Lenders a securityinterest in the following collateral (the “***L/C Cash CollateralAccount Collateral***”):     6. Subsection 8.04(b)(i) of the Credit Agreement is hereby amended to delete therefrom thereference to “L/C Cash Collateral Account” in its entirety and to insert in its stead thereference to “Post-Default L/C Cash Collateral Account”.     7. Section 8.04(c) of the Credit Agreement is hereby amended to delete therefrom eachreference to “L/C Cash Collateral Account” in its entirety and to insert in its stead in eachinstance 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 ineach 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 thereference to “L/C Cash Collateral Account” in its entirety and to insert in its stead thereference to “Post-Default L/C Cash Collateral Account”.     10. Section 8.04(f) of the Credit Agreement is hereby amended to delete therefrom eachreference to “L/C Cash Collateral Account” in its entirety and to insert in its stead in eachinstance the reference to “Post-Default L/C Cash Collateral Account”.     11. The provisions of Sections 2 through 10 of this Second Amendment shall not becomeeffective until the Administrative Agent has received the following items, each in form andsubstance acceptable to the Administrative Agent and its counsel:(a) this Second Amendment, duly executed by the Borrower and the RequiredLenders; (b) the items listed in the Preliminary Closing Agenda set forth onExhibit A attached hereto and made a part hereof; and (c) payment of all fees and expenses owed to the respective counsel of theAdministrative Agent, the Documentation Agent, the Lead Arranger inconnection 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 earlierdate, in which case they shall be true and correct as of such earlier date, and except as suchrepresentations 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 oragreement, which at any time has secured the Obligations including, without limitation, theSubsidiary Guaranty and the Pledge Agreement hereby continues to secure the Obligations.     14. The Borrower hereby represents and warrants to the Lenders, the Administrative Agent, theDocumentation Agent and the Syndication Agent that (i) the Borrower has the legal power andauthority to execute and deliver this Second Amendment, (ii) the officers of the Borrowerexecuting this Second Amendment have been duly authorized to execute and deliver the same and bindthe Borrower with respect to the provisions hereof, (iii) the execution and delivery hereof by theBorrower and the performance and observance by the Borrower of the provisions hereof and alldocuments executed or to be executed herewith, do not violate or conflict with the organizationalagreements of the Borrower or any Law applicable to the Borrower or result in a breach of anyprovision of or constitute a default under any other agreement, instrument or document bindingupon or enforceable against the Borrower, and (iv) this Second Amendment, the Credit Agreement andthe documents executed or to be executed
 

 
by the Borrower in connection herewith constitute valid and binding obligations of theBorrower in every respect, enforceable in accordance with their respective terms.     15. The Borrower represents and warrants that (i) no Potential Default or Event of Defaultexists under the Credit Agreement, nor will any occur as a result of the execution and delivery ofthis Second Amendment or the performance or observance of any provision hereof, (ii) the schedulesattached to and made a part of the Credit Agreement, are true and correct in all material respectsas of the date hereof, except as such schedules may have heretofore been amended or modified inwriting in accordance with the Credit Agreement or are being amended or modified in accordancewith this Second Amendment, and (iii) it presently has no known causes of action of any kind atLaw or in equity against the Lenders, the Administrative Agent, the Documentation Agent or theSyndication 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 otherdocument executed or to be executed in connection therewith shall hereafter be construed as areference to the Credit Agreement as amended hereby.     17. The agreements contained in this Second Amendment are limited to the specific agreementsmade herein. Except as amended hereby, all of the terms and conditions of the Credit Agreementand the other Loan Documents shall remain in full force and effect. This Second Amendment amendsthe Credit Agreement and is not a novation thereof.     18. This Second Amendment may be executed in any number of counterparts and by the differentparties hereto on separate counterparts each of which, when so executed, shall be deemed to be anoriginal, 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 inaccordance with, the Laws of the State of New York without regard to the principles of theconflicts of law thereof. The Borrower hereby consents to the jurisdiction and venue of theCourts of the State of New York sitting in the County of New York and of the United StatesDistrict Court of the Southern District of New York, and any appellate Court from any thereof withrespect 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 thisSecond Amendment to be duly executed by their duly authorized officers on the day and year firstabove 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