EX-10.2



 





Exhibit 10.2




CREDIT AMENDING AGREEMENT




     THIS CREDIT AMENDING AGREEMENT dated as of September 27, 2007 is entered into by and among
National City Bank, Canada Branch (the “Lender”), RTI Claro, Inc. (the “Borrower”), RTI
International Metals, Inc. (“RTI International”), RMI Titanium Company (“Titanium”), Tradco, Inc.
(“Tradco”), New Century Metals Southeast, Inc. (“Southeast”), Extrusion Technology Corporation of
America (“Extrusion”) and RTI Energy Systems, Inc. (“Energy”) (the “Amending Agreement”).



RECITALS:





	A.	 	The Lender, the Borrower and RTI International are parties to a credit agreement dated
December 27, 2006 (the “Original Credit Agreement”) (as it may be further amended,
supplemented, restated, changed or replaced from time to time, the “Credit Agreement”);






	B.	 	RTI International, Titanium, Tradco, Southeast, Extrusion and Energy (collectively, the
“Guarantors” and each a “Guarantor”) have guaranteed the repayment of the Outstanding
Obligations of the Borrower to the Lender pursuant to the guarantees executed by each of them
(together with all amendments, restatements, modifications, supplements, replacements,
extensions, renewals, and confirmations, the “Guarantees” and each a “Guarantee”);






	C.	 	The Borrower and the Guarantors have requested that the Lender amend certain terms of the
Credit Agreement in the manner set out in this Amending Agreement; and






	D.	 	The Lender has agreed to amend certain provisions of the Credit Agreement pursuant to the
terms and conditions set out in this Amending Agreement.





     NOW THEREFORE, in consideration of the premises herein contained and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:




	1.	 	Defined Terms. Unless otherwise defined herein, capitalized terms used herein which
are defined in the Credit Agreement are used herein as therein defined.






	2.	 	Amendments. Upon satisfaction of the conditions precedent set out in section 3
below, the Credit Agreement is amended as follows:






	 	(i)	 	The definitions of “Consolidated EBIT” and “Consolidated Total
Indebtedness” are deleted in their entirety.
	 
	 	(ii)	 	The definition of “Agent” is deleted in its entirety and
replaced with the following:






	 	 	 	“Agent” means Citibank, N.A., in its capacity as administrative agent
for certain lenders, in respect of syndicated credit facilities
provided to RTI International pursuant to the US Credit Agreement.





 









 











	 	(iii)	 	The definition of “Applicable Margin” is amended by deleting
the words “above the Prime Rate” from that definition.
	 
	 	(iv)	 	The definition of “Debt Service Coverage Ratio” is amended by
deleting the words “and optional prepayments” from that definition.
	 
	 	(v)	 	The definition of “Leverage Ratio” is deleted in its entirety
and replaced with the following:






	 	 	 	“Leverage Ratio” has the meaning ascribed to that term in Section
8.02(a) of this Agreement.






	 	(vi)	 	The definition of “Material Adverse Change” is deleted in its
entirety and replaced with the following:






	 	 	 	“Material Adverse Change” means a material adverse change in the
business, financial condition or operations of RTI International and
its Subsidiaries taken as a whole.






	 	(vii)	 	The definition of “Permitted Encumbrances” is deleted in its
entirety and replaced with the following:






	 	 	 	“Permitted Encumbrances” means:






	 	(a)	 	inchoate or statutory liens or trust claims for taxes, assessments and other governmental
charges and levies which are not delinquent or the validity of
which are currently being contested in good faith;
	 
	 	(b)	 	the right reserved to, or vested in, any municipality or governmental or other public authority
by the terms of any lease, license, franchise, grant, or permit
acquired by any Obligor, or by any statutory provision, to
terminate any such lease, license, franchise, grant or permit,
or to require annual or periodic payments as a condition of the
continuance thereof;
	 
	 	(c)	 	inchoate or statutory liens of contractors, subcontractors, mechanics, suppliers, materialmen
and others in respect of construction, maintenance, repair or
operation of assets or properties, or other like possessory
liens and public utility liens provided the same are not
registered as encumbrances against the title to any real or
personal property of any Obligor or, if registered, being
contested actively and diligently in good faith by appropriate
and timely proceedings and all enforcement proceedings have been stayed;





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	 	(d)	 	security given by any Obligor to a public utility or other municipality or governmental or other
public authority when required by such utility or municipality
or other authority in connection with the operations of such
Obligor in the ordinary course of business;
	 
	 	(e)	 	liens securing appeal bonds or similar liens arising in connection with court proceedings
(including surety bonds, security for costs of litigation where
required by law and letters of credit) or any other instrument
serving a similar purpose;
	 
	 	(f)	 	pledges or deposits made in the ordinary course of business to secure performance of bids,
tenders, contracts (other than for the repayment of borrowed
money) or leases, not in excess of the aggregate amounts due
thereunder, or to secure statutory obligations, or surety,
appeal, indemnity, performance or other similar bonds required
in the ordinary course business;
	 
	 	(g)	 	(i) encumbrances consisting of zoning restrictions, easements, rights-of-way, or other
restrictions on the use of real property, (ii) defects in title
to real property, and (iii) liens, encumbrances and title
defects affecting real property not known by the Borrower and
not discoverable by a search of the public records, none of
which materially impairs the use of such property;
	 
	 	(h)	 	other Security Interests incidental to the conduct of the Borrower’s business or the
ownership of its property and assets which were not incurred in
connection with the borrowing of money or the obtaining of
advances or credit, and which do not in the aggregate materially
detract from the value of the Borrower’s property or assets or
which do not materially impair the use thereof in the operation
of the Borrower’s business; and
	 
	 	(i)	 	encumbrances securing Purchase Money Obligations and Capitalized Lease Obligations not
exceeding $500,000 per complete financial year in the aggregate,
on a non-cumulative basis, for the Borrower on a consolidated
basis provided the encumbrance charges only the assets which are
the subject of the Purchase Money Obligations and Capitalized
Lease Obligations (and the proceeds thereof)




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	 	 	 	and no other asset unless provided for with the Lender’s
consent , not to be unreasonably withheld. by appropriate
proceedings, provided that there shall have been set aside a
reserve to the extent required by GAAP in an amount which is
reasonably adequate with respect thereto.






	 	(viii)	 	The definition of “US Credit Agreement” is deleted in its entirety and
replaced with the following:






	 	 	 	“US Credit Agreement” means the credit agreement dated September 27,
2007 among, inter alia, RTI International, as Borrower, the Lenders
party thereto, the Agent a copy of which is attached hereto as
Schedule “F”.






	 	(ix)	 	Section 7.02 is amended by deleting “Article 4” and replacing
it with “Article 5”.
	 
	 	(x)	 	Subsections 8.02 (a), (b) and (c) of the Credit Agreement are
deleted in their entirety and replaced with the following:






	 	 	 	(a) Leverage Ratio. Not permit as of the last day of any period of
four consecutive fiscal quarters of RTI International, the ratio of
Net Debt (as defined in the US Credit Agreement) to Consolidated
EBITDA (as defined in the US Credit Agreement) (the “Leverage Ratio”)
to be greater than 3.25 to 1.00.
	 
	 	 	 	(b) Interest Coverage Ratio. Not permit as of the last day of any
period of four consecutive fiscal quarters of RTI International the
ratio of Consolidated EBITDA to Consolidated Interest Expense (as
defined in the US Credit Agreement) for such 12-month period to be
less than 2.00 to 1.00.
	 
	 	 	 	(c) Debt Service Coverage. As of the last day of each fiscal quarter
of RTI International, RTI International’s Debt Service Coverage
Ratio, measured on a rolling four quarter basis, shall be not less
than 1.25:1.00 at all times.






	 	(xi)	 	Subsection 8.02(m) of the Credit Agreement is deleted in its
entirety and replaced with the following:






	 	 	 	(m) Issuance of Shares. The Borrower shall not issue or agree to
issue any shares of any class of its capital stock, nor grant any
options, warrants, special warrants or other rights whereby the
grantee thereof or any other Person could acquire any shares or other
equity interests in the Borrower other than: (a) the issuance of 650
shares of the Borrower to RTI International and the pledge of such
shares by RTI International to the Agent pursuant to the
US Credit Agreement; and (b) the issuance of 350 shares of the
Borrower to RTI International.





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	 	(xii)	 	Subsection 10.01(o) is amended by deleting the words “a
default or” from that subsection.
	 
	 	(xiii)	 	Subsection 11.06 is amended by:






	 	(a)	 	deleting the words “William T.
Hull, Vice President and CAO” and replacing it with “William T.
Hull, Senior Vice President, CFO and Treasurer of RTI
International”; and
	 
	 	(b)	 	deleting the words “Andrew
Riddell, Senior Vice-President” and replacing them with “Nazmin
Adatia, Vice-President”.






	 	(xiv)	 	Schedule “A” is deleted in its entirety and replaced with Annex “1”.
	 
	 	(xv)	 	Schedule “E” is deleted in its entirety and replaced with Annex “2”.
	 
	 	(xvi)	 	Schedule “F” is deleted in its entirety and replaced with Annex “3”.






	3.	 	Conditions Precedent. The effectiveness of the foregoing amendment is subject to the
conditions precedent set out below being met to the satisfaction of the Lender in its sole and
absolute discretion:






	 	(i)	 	this Amending Agreement shall have been duly executed and
delivered by the Borrower, the Guarantors and the Lender;
	 
	 	(ii)	 	the Lender shall have received such opinions and certificates
as the Lender may reasonably require;
	 
	 	(iii)	 	the Borrower has paid or reimbursed the Agent and the Lenders
for all of their out-of-pocket costs and expenses incurred in connection with
the Credit Agreement and this Amending Agreement, including, without
limitation, the fees and disbursements of counsel to the Lender; and
	 
	 	(iv)	 	no Event of Default has occurred and is continuing.






	 	 	Any of the foregoing conditions precedent may be waived by the Lender in its sole and
absolute discretion, in whole or in part, and with or without terms or conditions.
	 
	4.	 	Release. Upon satisfaction of the conditions set out in Section 3 above, the Lender
releases and forever discharges each of Bow Steel Corporation, Bow Steel of Texas Corporation,
Nati Gas Co., New Century Metals, Inc., Pierce-Spafford Metals Company, Inc., RMI Delaware,
Inc., RMI Metals, Inc., RTI Hermitage, Inc., RTI Fabrication and Distribution, Inc. and
RTI-St-Louis, Inc. (collectively, the “Released Guarantors” and each a “Released Guarantor”)
from all debts and liabilities, claims, judgements and




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	 	 	demands of any kind that the Lender has had, now has, or may hereafter have against each the
Released Guarantor under the guarantee executed by each of them in favour of the Lender
pursuant to the Original Credit Agreement.
	 
	5.	 	Acknowledgement of Guarantees. Each Guarantor hereby acknowledges, confirms and
agrees that the Guarantee of such Guarantor unconditionally and irrevocably guarantees to the
Lender the full and punctual payment when due, whether at stated maturity, by required
payment, by acceleration, declaration, demand or otherwise, of all debts, liabilities and
obligations, present or future, direct or indirect, absolute or contingent, matured or not, at
any time owing or remaining unpaid by the Borrower to the Lender pursuant to the Credit
Agreement together with interest thereon and all costs, charges and expenses incurred in
connection therewith (including reasonable counsel fees and expenses) upon the terms and
conditions set out in such Guarantee and such Guarantee remains in full force and effect as at
the date hereof.
	 
	6.	 	Guarantor’s Information. Each Guarantor confirms that such Guarantor shall
independently keep apprised of the financial position of the Borrower and acknowledges that
the Lender has no obligation to any Guarantor to do so or to give notice of any further
amendments or previous amendments to the Credit Agreement. Each Guarantor acknowledges and
confirms that such Guarantor has received a copy of the Credit Agreement and understands the
terms thereof.
	 
	7.	 	Nature of Amendments and Defined Terms. It is acknowledged and agreed that the terms
of this Amending Agreement are in addition to and, unless specifically provided for, shall not
limit, restrict, modify, amend or release any of the understandings, agreements or covenants
as set out in the Credit Agreement.
	 
	8.	 	Effectiveness. This Amending Agreement shall become effective on the date on which
this Amending Agreement shall have been duly executed and delivered by the Lender, the
Borrower and the Guarantors.
	 
	9.	 	Representations and Warranties. Each of the Borrower and the Guarantors hereby
represents and warrants that each of covenants, the representations and warranties made by the
Borrower and the Guarantors in or pursuant to the Credit Agreement, the Guarantees or any
other document, agreement, certificate or instrument executed in favour of the Lender pursuant
to the Credit Agreement shall be, after giving effect to this Amending Agreement, true and
correct in all material respects as if made on and as of the date hereof.
	 
	10.	 	Continuing Effect of Credit Agreement. This Amending Agreement shall not be
construed as a waiver or consent to any further or future action on the part of the Borrower
and/or the Guarantors that would require a waiver or consent of the Lender. Except as
provided hereby, the provisions of the Credit Agreement are and shall remain in full force and
effect.










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	11.	 	No Novation. Nothing in this Amending Agreement, nor in the Credit Agreement when
read together with this Amending Agreement, shall constitute novation, payment, readvance, or
otherwise of any existing Outstanding Obligations of the Borrower.
	 
	12.	 	Counterparts. This Amending Agreement may be executed in multiple counterparts, each
of which shall be deemed to be an original agreement and all of which shall constitute one
agreement. All counterparts shall be construed together and shall constitute one and the same
agreement. This Amending Agreement, to the extent signed and delivered by means of electronic
transmission (including, without limitation, facsimile and Internet transmissions), shall be
treated in all manner and respects as an original agreement and should be considered to have
the same binding legal effect as if it were the original signed version thereof delivered in
person.
	 
	13.	 	Governing law. This Amending Agreement shall be governed by, and construed and
interpreted in accordance with, the laws of the province of Ontario and the laws of Canada
applicable therein.
	 
	14.	 	Expenses. The Borrower and the Guarantors, jointly and severally, agree to pay or
reimburse the Lender for all of its reasonable out-of-pocket costs and expenses incurred in
connection with the preparation, negotiation and execution of this Amending Agreement,
including, without limitation, the reasonable fees and disbursements of counsel to the Lender.
	 
	15.	 	Judgment Currency. The obligations of the Borrower and the Guarantors pursuant to
the Loan Documents to make payments in a specific currency (the “Contractual Currency”) shall
not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in
or converted into any other currency except to the extent to which such tender or recovery
shall result in the effective receipt by the Lender of the full amount of the Contractual
Currency payable or expressed to be payable under the Loan Documents. Accordingly, the
obligations of the Borrower and the Guarantors shall be enforceable as an alternative or
additional cause of action for the purpose of recovering the other currency of the amount (if
any) by which such effective receipt shall fall short of the Contractual Currency payable or
expressed to be payable under the Loan Documents and shall not be effected by judgment being
offered for any other sum due under the Loan Documents.










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     IN WITNESS WHEREOF, the parties hereto have caused this Amending Agreement to be executed and
delivered by their duly authorized officers as of the date first written above.



	 	 	 	 
	 

	 	NATIONAL CITY BANK, CANADA BRANCH

Per:
	 
	 	 
	 

	 	/s/ G. William Hines
	 

	 	 
	 

	 	Title: Senior Vice President and Principal Officer
	 
	 	 
	 

	 	I have authority to bind the Bank.
	 
	 	 
	 
	 	 
	 

	 	RTI CLARO, INC.

Per:
	 
	 	 
	 

	 	/s/ Chad Whalen
	 

	 	 
	 

	 	Title: Secretary
	 
	 	 
	 

	 	I have authority to bind the Corporation.
	 
	 	 
	 
	 	 
	 

	 	RTI INTERNATIONAL METALS, INC.

Per:
	 
	 	 
	 

	 	/s/ William T. Hull
	 

	 	 
	 

	 	Title: Senior Vice President, Chief Financial Officer
and Treasurer
	 
	 	 
	 

	 	I have authority to bind the Corporation.






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	 	RMI TITANIUM COMPANY

Per:
	 
	 	 
	 

	 	/s/ William T. Hull
	 

	 	 
	 

	 	Title: Treasurer
	 
	 	 
	 

	 	I have authority to bind the Corporation.
	 
	 	 
	 
	 	 
	 

	 	TRADCO, INC.

Per:
	 
	 	 
	 

	 	/s/ William T. Hull
	 

	 	 
	 

	 	Title: Treasurer
	 
	 	 
	 

	 	I have authority to bind the Corporation.
	 
	 	 
	 
	 	 
	 

	 	NEW CENTURY METALS SOUTHEAST, INC.

Per:
	 
	 	 
	 

	 	/s/ William T. Hull
	 

	 	 
	 

	 	Title: Treasurer
	 
	 	 
	 

	 	I have authority to bind the Corporation.
	 
	 	 
	 
	 	 
	 

	 	EXTRUSION TECHNOLOGY CORPORATION
OF AMERICA

Per:
	 
	 	 
	 

	 	/s/ William T. Hull
	 

	 	 
	 

	 	Title: Treasurer
	 
	 	 
	 

	 	I have authority to bind the Corporation.






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	 	RTI ENERGY SYSTEMS, INC.

Per:
	 
	 	 
	 

	 	/s/ William T. Hull
	 

	 	 
	 

	 	Title: Treasurer
	 
	 	 
	 

	 	I have authority to bind the Corporation.







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