10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2009

OR

o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                 to                

Commission File Number: 001-14437

RTI INTERNATIONAL METALS, INC.

(Exact name of registrant as specified in its charter)

Ohio (State or other jurisdiction of incorporation or organization)	52-2115953 (I.R.S. Employer Identification No.)
Westpointe Corporate Center One, 5th Floor 1550 Coraopolis Heights Road Pittsburgh, Pennsylvania (Address of principal executive offices)	15108-2973 (Zip Code)

(412) 893-0026

Registrant’s telephone number, including area code:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ     No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o     No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ Accelerated filer o Non-accelerated filer o Smaller reporting company o

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o     No þ

Number of shares of the Corporation’s common stock (“Common Stock”) outstanding as of July 31, 2009
was 23,119,670.

RTI INTERNATIONAL METALS, INC AND CONSOLIDATED SUBSIDIARIES

As used in this report, the terms “RTI,” “Company,” “Registrant,” “we,” “our,” and “us,” mean RTI International Metals, Inc., its predecessors, and consolidated subsidiaries, taken as a whole, unless the context indicates otherwise.

INDEX

			Page
PART I — FINANCIAL INFORMATION
	Item 1.	Financial Statements		2
		Condensed Consolidated Statements of Operations (Unaudited) for the Three and Six Months Ended June 30, 2009 and 2008		2
		Condensed Consolidated Balance Sheets (Unaudited) as of June 30, 2009 and December 31, 2008		3
		Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2009 and 2008		4
		Condensed Consolidated Statement of Comprehensive Income and Shareholders’ Equity (Unaudited) for the Six Months Ended June 30, 2009		5
		Condensed Notes to Consolidated Financial Statements		6
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		21
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk		33
	Item 4.	Controls and Procedures		33
PART II — OTHER INFORMATION
	Item 1A.	Risk Factors		34
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		38
	Item 4.	Submission of Matters to a Vote of Security Holders		38
	Item 6.	Exhibits		38
Signatures				39
EX-4.1
EX-4.3
EX-4.4
EX-31.1
EX-31.2
EX-32.1
EX-32.2

PART I — FINANCIAL INFORMATION

Item 1.   Financial Statements.

RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations
(Unaudited)

(In thousands, except share and per share amounts)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2009			2008			2009			2008
Net sales	$	104,354		$	159,829		$	210,408		$	310,477
Cost and expenses:
Cost of sales		90,859			110,626			180,621			209,216
Selling, general, and administrative expenses		14,595			17,798			31,142			36,106
Research, technical, and product development expenses		503			511			1,027			1,035
Operating income (loss)		(1,603	)		30,894			(2,382	)		64,120
Other income (expense)		855			(975	)		1,754			(680	)
Interest income		427			470			1,068			1,373
Interest expense		(2,355	)		(266	)		(4,776	)		(616	)
Income (loss) before income taxes		(2,676	)		30,123			(4,336	)		64,197
Provision for (benefit from) income taxes		(2,801	)		11,510			(3,002	)		23,347
Net Income (loss)	$	125		$	18,613		$	(1,334	)	$	40,850
Earnings per share:
Basic		0.01		$	0.81		$	(0.06	)	$	1.77
Diluted	$	0.01		$	0.81		$	(0.06	)	$	1.76
Weighted-average shares outstanding:
Basic		22,898,490			22,835,487			22,887,743			22,899,615
Diluted		22,971,124			23,048,041			22,887,743			23,151,361

The accompanying notes are an integral part of these Consolidated Financial Statements.

2

RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets
(Unaudited)

(In thousands, except share and per share amounts)

	June 30,			December 31,
	2009			2008
ASSETS
Current assets:
Cash and cash equivalents	$	261,069		$	284,449
Receivables, less allowance for doubtful accounts of $594 and $2,260		57,262			79,778
Inventories, net		278,774			274,330
Deferred income taxes		29,746			29,456
Other current assets		15,243			11,109
Total current assets		642,094			679,122
Property, plant, and equipment, net		291,356			271,062
Goodwill		48,615			47,984
Other intangible assets, net		13,487			13,196
Deferred income taxes		19,696			15,740
Other noncurrent assets		1,893			2,099
Total assets	$	1,017,141		$	1,029,203
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	42,875		$	54,422
Accrued wages and other employee costs		10,546			20,452
Unearned revenue		22,660			22,352
Current portion of long-term debt		24,319			1,375
Current liability for post-retirement benefits		2,632			2,632
Current liability for pension benefits		121			121
Other accrued liabilities		19,112			18,167
Total current liabilities		122,265			119,521
Long-term debt		217,033			238,550
Noncurrent liability for post-retirement benefits		31,246			30,732
Noncurrent liability for pension benefits		26,995			26,535
Deferred income taxes		154			154
Other noncurrent liabilities		10,999			11,777
Total liabilities		408,692			427,269
Commitments and Contingencies
Shareholders’ equity:
Common stock, $0.01 par value; 50,000,000 shares authorized;
23,813,584 and 23,688,010 shares issued; 23,119,270 and 23,004,136 shares outstanding		238			237
Additional paid-in capital		309,666			307,604
Treasury stock, at cost; 694,314 and 683,874 shares		(16,979	)		(16,891	)
Accumulated other comprehensive loss		(40,478	)		(46,352	)
Retained earnings		356,002			357,336
Total shareholders’ equity		608,449			601,934
Total liabilities and shareholders’ equity	$	1,017,141		$	1,029,203

The accompanying notes are an integral part of these Consolidated Financial Statements.

3

RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows
(Unaudited)

(In thousands)

	Six Months Ended
	June 30,
	2009			2008
OPERATING ACTIVITIES:
Net income (loss)	$	(1,334	)	$	40,850
Adjustment for non-cash items included in net income:
Depreciation and amortization		10,762			9,622
Deferred income taxes		(3,862	)		(6,813	)
Stock-based compensation		2,466			2,718
Excess tax benefits from stock-based compensation activity		(437	)		(241	)
Other		41			(114	)
Changes in assets and liabilities:
Receivables		24,408			5,329
Inventories		(2,837	)		(19,968	)
Accounts payable		3,557			3,671
Income taxes payable		(683	)		278
Unearned revenue		(807	)		17,833
Other current liabilities		(13,818	)		(21,983	)
Other assets and liabilities		1,524			2,319
Cash provided by operating activities		18,980			33,501
INVESTING ACTIVITIES:
Capital expenditures		(45,167	)		(48,122	)
Cash used in investing activities		(45,167	)		(48,122	)
FINANCING ACTIVITIES:
Proceeds from exercise of employee stock options		27			110
Excess tax benefits from stock-based compensation activity		437			241
Borrowings on long-term debt		1,181			1,930
Repayments on long-term debt		(686	)		(549	)
Purchase of common stock held in treasury		(88	)		(9,090	)
Cash provided by (used in) financing activities		871			(7,358	)
Effect of exchange rate changes on cash and cash equivalents		1,936			(712	)
Decrease in cash and cash equivalents		(23,380	)		(22,691	)
Cash and cash equivalents at beginning of period		284,449			107,505
Cash and cash equivalents at end of period	$	261,069		$	84,814

The accompanying notes are an integral part of these Consolidated Financial Statements.

4

RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES

Condensed Consolidated Statement of Comprehensive Income and Shareholders’ Equity
(Unaudited)

(In thousands, except share amounts)

															Accumulated Other Comprehensive
															Income (Loss)
															Net Unrealized Gain (Loss) From
	Common Stock					Additional												Minimum			Foreign
	Shares					Paid-In			Treasury			Retained			Derivative			Pension			Currency
	Outstanding			Amount		Capital			Stock			Earnings			Instruments			Liability			Translation			Total
Balance at December 31, 2008		23,004,136		$	237	$	307,604		$	(16,891	)	$	357,336		$	(3,325	)	$	(39,321	)	$	(3,706	)	$	601,934
Net loss		—			—		—			—			(1,334	)		—			—			—			(1,334	)
Foreign currency translation		—			—		—			—			—			—			—			3,565			3,565
Unrecognized gain on derivatives (interest rate swaps), net of tax		—			—		—			—			—			1,069			—			—			1,069
Benefit plan amortization		—			—		—			—			—			—			1,240			—			1,240
Comprehensive income																									4,540
Shares issued for directors’ compensation		35,911			—		—			—			—			—			—			—			—
Shares issued for restricted stock award plans		87,360			1		—			—			—			—			—			—			1
Shares issued for performance share award plans		53			—																				—
Stock-based compensation expense recognized		—			—		2,466			—			—			—			—			—			2,466
Treasury stock purchased at cost		(6,040	)		—		—			(88	)		—			—			—			—			(88	)
Exercise of employee options		2,250			—		27			—			—			—			—			—			27
Forfeiture of restricted stock awards		(4,400	)		—		—			—			—						—			—			—
Tax benefits from stock-based compensation activity		—			—		(431	)		—			—			—			—			—			(431	)
Balance at June 30, 2009		23,119,270		$	238	$	309,666		$	(16,979	)	$	356,002		$	(2,256	)	$	(38,081	)	$	(141	)	$	608,449

The accompanying notes are an integral part of these Consolidated Financial Statements.

5

RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES

Condensed Notes to Consolidated Financial Statements
(Unaudited)

(In thousands, except share and per share amounts, unless otherwise indicated)

Note 1—BASIS OF PRESENTATION:

The accompanying unaudited consolidated financial statements of RTI International Metals, Inc. and its subsidiaries (the “Company” or “RTI”) have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. In the opinion of management, these financial statements contain all of the adjustments of a normal and recurring nature considered necessary to state fairly the results for the interim periods presented. The results for the interim periods are not necessarily indicative of the results to be expected for the year.

The balance sheet at December 31, 2008 has been derived from the audited financial statements at that date, but does not include all of the information and notes required by accounting principles generally accepted in the United States for complete financial statements. Although the Company believes that the disclosures are adequate to make the information presented not misleading, it is suggested that these financial statements be read in conjunction with accounting policies and notes to consolidated financial statements included in the Company’s 2008 Annual Report on Form 10-K.

Note 2—ORGANIZATION:

The Company is a leading U.S. producer of titanium mill products and a global supplier of fabricated titanium and specialty metal components for the national and international market. It is a successor to entities that have been operating in the titanium industry since 1951. The Company first became publicly traded on the New York Stock Exchange in 1990 under the name RMI Titanium Co., and was reorganized into a holding company structure in 1998 under the symbol “RTI.”

The Company conducts business in three segments: the Titanium Group, the Fabrication Group, and the Distribution Group.

The Titanium Group melts and produces a complete range of titanium mill products, which are further processed by its customers for use in a variety of commercial aerospace, defense, and industrial applications. The titanium mill products consist of basic mill shapes including ingot, slab, bloom, billet, bar, plate, and sheet. The Titanium Group also produces ferro titanium alloys for steel-making customers.

The Fabrication Group is comprised of companies that fabricate, machine, and assemble titanium and other specialty metal parts and components. Its products, many of which are complex engineered parts and assemblies, serve commercial aerospace, defense, oil and gas, power generation, and chemical process industries, as well as a number of other industrial and consumer markets.

The Distribution Group stocks, distributes, finishes, cuts-to-size, and facilitates just-in-time delivery services of titanium, steel, and other specialty metal products, primarily nickel-based specialty alloys.

6

RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES

Condensed Notes to Consolidated Financial Statements
(Unaudited)

(In thousands, except share and per share amounts, unless otherwise indicated)

Note 3—STOCK-BASED COMPENSATION:

Stock Options

A summary of the status of the Company’s stock options as of June 30, 2009, and the activity during the six months then ended, is presented below:

Stock Options	Shares
Outstanding at December 31, 2008		352,680
Granted		170,430
Forfeited		(5,734	)
Expired		(1,367	)
Exercised		(2,250	)
Outstanding at June 30, 2009		513,759
Exercisable at June 30, 2009		286,029

The fair value of stock options granted was estimated at the date of grant using the Black-Scholes option-pricing model based upon the assumptions noted in the following table:

	2009
Risk-free interest rate		1.85	%
Expected dividend yield		0.00	%
Expected lives (in years)		4.0
Expected volatility		58.00	%

Restricted Stock

A summary of the status of the Company’s nonvested restricted stock as of June 30, 2009, and the activity during the six months then ended, is presented below:

Nonvested Restricted Stock Awards	Shares
Nonvested at December 31, 2008		161,669
Granted		123,271
Vested		(63,132	)
Forfeited		(4,400	)
Nonvested at June 30, 2009		217,408

The fair value of restricted stock grants was calculated using the market value of the Company’s Common Stock on the date of issuance. The weighted-average grant date fair value of restricted stock awards granted during the six months ended June 30, 2009 was $14.46.

7

RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES

Condensed Notes to Consolidated Financial Statements
(Unaudited)

(In thousands, except share and per share amounts, unless otherwise indicated)

Performance Share Awards

A summary of the Company’s performance share award activity during the six months ended June 30, 2009 is presented below:

	Awards			Maximum Shares
Performance Share Awards	Granted			Eligible to Receive
Outstanding at December 31, 2008		28,500			57,000
Granted		85,730			171,460
Forfeited		(3,900	)		(7,800	)
Vested		(500	)		(1,000	)
Outstanding at June 30, 2009		109,830			219,660

The fair value of the performance share awards granted was estimated by the Company at the grant date using a Monte Carlo model. The weighted-average grant-date fair value of performance shares awarded during the six months ended June 30, 2009 was $20.65.

Note 4—INCOME TAXES:

Management evaluates the estimated annual effective income tax rate on a quarterly basis based on current and forecasted business levels and activities, including the mix of domestic and foreign results and enacted tax laws. This estimated annual effective tax rate is updated quarterly based upon actual results and updated operating forecasts. Items unrelated to current year ordinary income are recognized entirely in the period identified as a discrete item of tax. The quarterly income tax provision is comprised of tax on ordinary income at the most recent estimated annual effective tax rate, adjusted for the effect of discrete items.

For the six months ended June 30, 2009, the estimated annual effective tax rate applied to ordinary income was 83.3% compared to a rate of 37.2% for the six months ended June 30, 2008. These rates differ from the federal statutory rate of 35% principally as a result of the mix of domestic income and foreign losses benefited at lower tax rates. The lower level of income amplifies the rate impact of these mix effects in the current period compared to the comparable period last year.

Inclusive of discrete items, the Company recognized a provision for (benefit from) income taxes of $(2,801), or 104.7% of pretax income (loss), and $11,510, or 38.2% of pretax income for federal, state, and foreign income taxes for the three months ended June 30, 2009 and 2008, respectively. The current provision as a percentage of pretax income is higher than the comparable period principally as a result of the mix of domestic income and foreign losses benefited at lower tax rates. The lower level of income amplifies the rate impact of these mix effects compared to the comparable period. Discrete items recognized during each period were not material.

The Company recognized a provision for (benefit from) income taxes of $(3,002), or 69.2% of pretax income (loss), and $23,347, or 36.4% of pretax income for federal, state, and foreign income taxes for the six months ended June 30, 2009 and 2008, respectively. The provision for the current period as a percentage of pretax income is higher than the comparable period principally as a result of the mix of domestic income and foreign losses benefited at lower tax rates. The lower level of income amplifies the rate impact of these mix effects in the current period compared to the comparable period. Discrete items totaling $610 reduced the benefit from income taxes for the six months ended June 30, 2009 and were comprised primarily of adjustments to unrecognized tax benefits. Discrete items totaling $535 reduced the provision for income taxes for the six months ended June 30, 2008 and were comprised primarily of adjustments to the prior year state income tax provision.

8

RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES

Condensed Notes to Consolidated Financial Statements
(Unaudited)

(In thousands, except share and per share amounts, unless otherwise indicated)

Note 5—EARNINGS PER SHARE:

Earnings per share amounts for each period are presented in accordance with Statement of Financial Standards (“SFAS”) No. 128, Earnings Per Share (“SFAS 128”), which requires the presentation of basic and diluted earnings per share. Basic earnings per share was computed by dividing net income (loss) by the weighted-average number of shares of Common Stock outstanding for each respective period. Diluted earnings per share was calculated by dividing net income (loss) by the weighted-average of all potentially dilutive shares of Common Stock that were outstanding during the periods presented.

Effective January 1, 2009, the Company adopted the provisions of FASB Staff Position No. EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities (“FSP EITF 03-6-1”). FSP EITF 03-6-1 clarifies that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents, whether paid or unpaid, are participating securities to be included in the computation of earnings per share under the two-class method described in SFAS 128. The provisions of FSP EITF 03-6-1 are applied retrospectively. The Company’s restricted stock awards are considered participating securities under the provisions of FSP EITF 03-6-1. The adoption of FSP EITF 03-6-1 reduced basic EPS by $0.01 for both the three and six month periods ended June 30, 2008. There was no effect on diluted EPS.

Actual weighted-average shares of Common Stock outstanding used in the calculation of basic and diluted earnings per share for the three and six months ended June 30, 2009 and 2008 were as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2009		2008		2009			2008
Numerator:
Net income (loss)	$	125	$	18,613	$	(1,334	)	$	40,850
Denominator:
Basic weighted-average shares outstanding		22,898,490		22,835,487		22,887,743			22,899,615
Effect of diluted securities		72,634		212,554		—			251,746
Diluted weighted-average shares outstanding		22,971,124		23,048,041		22,887,743			23,151,361
Earnings (loss) per share:
Basic	$	0.01	$	0.81	$	(0.06	)	$	1.77
Diluted	$	0.01	$	0.81	$	(0.06	)	$	1.76

For the three and six months ended June 30, 2009, options to purchase 417,715 and 493,220 shares of Common Stock, at an average price of $35.16 and $31.66, respectively, have been excluded from the calculations of diluted earnings per share because their effects were antidilutive. For the three and six months ended June 30, 2008, options to purchase 187,040 and 118,129 shares of Common Stock, at an average price of $58.86 and $66.54, respectively, have been excluded from the calculation of diluted earnings per share because their effects were antidilutive.

9

RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES

Condensed Notes to Consolidated Financial Statements
(Unaudited)

(In thousands, except share and per share amounts, unless otherwise indicated)

Note 6—INVENTORIES:

Inventories are valued at cost as determined by the last-in, first-out (“LIFO”) method for approximately 62% and 61% of the Company’s inventories as of June 30, 2009 and December 31, 2008, respectively. The remaining inventories are valued at cost determined by a combination of the first-in, first-out (“FIFO”) and weighted-average cost methods. Inventory costs generally include materials, labor, and manufacturing overhead (including depreciation). When market conditions indicate an excess of carrying cost over market value, a lower-of-cost-or-market provision is recorded. Inventories consisted of the following:

	June 30,			December 31,
	2009			2008
Raw materials and supplies	$	131,433		$	124,689
Work-in-process and finished goods		222,922			228,745
LIFO reserve		(75,581	)		(79,104	)
Total inventories	$	278,774		$	274,330

As of June 30, 2009 and December 31, 2008, the current cost of inventories exceeded their carrying value by $75,581 and $79,104, respectively. The Company’s FIFO inventory value approximates current costs.

Note 7—GOODWILL AND OTHER INTANGIBLE ASSETS:

Under SFAS 142, Goodwill and Other Intangible Assets (“SFAS 142”), goodwill is not amortized; however, the carrying amount of goodwill is tested, at least annually, for impairment. Absent any events throughout the year which would indicate a potential impairment has occurred, the Company performs its annual impairment testing during the fourth quarter.

There have been no impairments to date; however, uncertainties or other factors that could result in a potential impairment in future periods may include continued long-term production delays or a significant decrease in expected demand related to the Boeing 787 Dreamliner^® program, as well as any cancellation of one of the major aerospace programs the Company currently supplies, including the Joint Strike Fighter (“JSF”) program or the Airbus family of aircraft, including the A380 and A350XWB programs. In addition, the Company’s ability to ramp up its production of these programs in a cost efficient manner may also impact the results of a future impairment test.

In June 2009, Boeing announced a further delay in the first flight of the Boeing 787 Dreamliner^® test aircraft in order to strengthen small areas where the wings join the fuselage. Boeing has not released an updated flight schedule nor has it provided any information with regards to the length of production delays, if any, related to this latest issue. A significant further delay in the Boeing 787 Dreamliner^® production schedule is a specific uncertainty that may impact the results of a future impairment test.

Goodwill.  The carrying amount of goodwill attributable to each segment at December 31, 2008 and June 30, 2009 was as follows:

	December 31,		Translation		June 30,
	2008		Adjustment		2009
Titanium Group	$	2,548	$	—	$	2,548
Fabrication Group		35,603		631		36,234
Distribution Group		9,833		—		9,833
Total goodwill	$	47,984	$	631	$	48,615

10

RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES

Condensed Notes to Consolidated Financial Statements
(Unaudited)

(In thousands, except share and per share amounts, unless otherwise indicated)

Intangibles.  Intangible assets consist of customer relationships as a result of the Company’s 2004 acquisition of Claro Precision, Inc. (“Claro”). These intangible assets, which were valued at fair value, are being amortized over 20 years. In the event that long-term demand or market conditions change and the expected future cash flows associated with these assets is reduced, a write-down or acceleration of the amortization period may be required.

There were no intangible assets attributable to our Titanium Group and Distribution Group at December 31, 2008 and June 30, 2009. The carrying amount of intangible assets attributable to our Fabrication Group at December 31, 2008 and June 30, 2009 was as follows:

	December 31,					Translation		June 30,
	2008		Amortization			Adjustment		2009
Fabrication Group	$	13,196		(422	)		713	$	13,487

Note 8—UNEARNED REVENUE:

The Company reported a liability for unearned revenue of $22,660 as of June 30, 2009 and $22,352 as of December 31, 2008. These amounts primarily represent payments received in advance from commercial aerospace, defense, and energy market customers on long-term orders, which the Company has not recognized as revenues.

Note 9—OTHER INCOME:

Other income (expense) for the three months ended June 30, 2009 and 2008 was $855 and $(975), respectively. Other income (expense) for the six months ended June 30, 2009 and 2008 was $1,754 and $(680), respectively. Other income (expense) consists primarily of foreign exchange gains and losses from international operations and fair value adjustments related to the Company’s foreign currency forward contracts. See Note 14 to the Company’s Condensed Consolidated Financial Statements for further information on the Company’s foreign currency forward contracts.

11

RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES

Condensed Notes to Consolidated Financial Statements
(Unaudited)

(In thousands, except share and per share amounts, unless otherwise indicated)

Note 10—EMPLOYEE BENEFIT PLANS:

Components of net periodic pension and other post-retirement benefit cost for the three and six months ended June 30, 2009 and 2008 for those salaried and hourly covered employees were as follows:

	Pension Benefits												Other Post-Retirement Benefits
	Three Months						Six Months						Three Months				Six Months
	Ended						Ended						Ended				Ended
	June 30,						June 30,						June 30,				June 30,
	2009			2008			2009			2008			2009		2008		2009		2008
Service cost	$	398		$	485		$	796		$	970		$	128	$	129	$	256	$	258
Interest cost		1,761			1,783			3,523			3,566			534		505		1,069		1,010
Expected return on plan assets		(1,930	)		(2,218	)		(3,859	)		(4,436	)		—		—		—		—
Amortization of prior service cost		209			206			418			412			304		304		607		607
Amortization of unrealized gains and losses		480			537			960			1,074			—		—		—		—
Net periodic benefit cost	$	918		$	793		$	1,838		$	1,586		$	966	$	938	$	1,932	$	1,875

The Company is required to make contributions totaling $2.6 million to its Company-sponsored pension plans in order to maintain its desired funding status; however, it is considering making contributions of up to $9.0 million.

Note 11—COMMITMENTS AND CONTINGENCIES:

From time to time, the Company is involved in litigation relating to claims arising out of its operations in the normal course of business. In the Company’s opinion, the ultimate liability, if any, resulting from these matters will have no significant effect on its Consolidated Financial Statements. Given the critical nature of many of the aerospace end uses for the Company’s products, including specifically their use in critical rotating parts of gas turbine engines, the Company maintains aircraft products liability insurance of $350 million, which includes grounding liability.

Environmental Matters

The Company is subject to environmental laws and regulations as well as various health and safety laws and regulations that are subject to frequent modifications and revisions. While the costs of compliance for these matters have not had a material adverse impact on the Company in the past, it is impossible to accurately predict the ultimate effect these changing laws and regulations may have on the Company in the future. The Company continues to evaluate its obligation for environmental-related costs on a quarterly basis and make adjustments in accordance with provisions of Statement of Position 96-1, Environmental Remediation Liabilities and SFAS No. 5, Accounting for Contingencies.

Given the status of the proceedings at certain of the Company’s sites and the evolving nature of environmental laws, regulations, and remediation techniques, the Company’s ultimate obligation for investigative and remediation costs cannot be predicted. It is the Company’s policy to recognize environmental costs in the financial statements when an obligation becomes probable and a reasonable estimate of exposure can be determined. When a single

12

RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES

Condensed Notes to Consolidated Financial Statements
(Unaudited)

(In thousands, except share and per share amounts, unless otherwise indicated)

estimate cannot be reasonably made, but a range can be reasonably estimated, the Company accrues the amount it determines to be the most likely amount within that range.

Based on available information, the Company believes that its share of possible environmental-related costs is in a range from $1,143 to $2,615 in the aggregate. At June 30, 2009 and December 31, 2008, the amounts accrued for future environmental-related costs were $1,775 and $2,259, respectively. Of the total amount accrued at June 30, 2009, $1,539 is expected to be paid out within one year and is included in the other accrued liabilities line of the balance sheet. The remaining $236 is recorded in other noncurrent liabilities. During the six months ended June 30, 2009, the Company made payments totaling $569 related to its environmental liabilities.

As these proceedings continue toward final resolution, amounts in excess of those already provided may be necessary to discharge the Company from its obligations for these sites which include the Ashtabula River and the Reserve Environmental Services Landfill.

Duty Drawback Investigation

The Company maintained a program through an authorized agent to recapture duty paid on imported titanium sponge as an offset against exports for products shipped outside the U.S. by the Company or its customers. The agent, who matched the Company’s duty paid with the export shipments through filings with U.S. Customs and Border Protection (“U.S. Customs”), performed the recapture process.

Historically, the Company recognized a credit to Cost of Sales when it received notification from its agent that a claim had been filed and received by U.S. Customs. For the period January 1, 2001 through March 31, 2007, the Company recognized a reduction to Cost of Sales totaling $14.5 million associated with the recapture of duty paid. This amount represents the total of all claims filed by the agent on the Company’s behalf.

During 2007, the Company received notice from U.S. Customs that it was under formal investigation with respect to $7.6 million of claims previously filed by the agent on the Company’s behalf. The investigation relates to discrepancies in, and lack of supporting documentation for, claims filed through the Company’s authorized agent. The Company revoked the authorized agent’s authority and is fully cooperating with U.S. Customs to determine the extent to which any claims may be invalid or may not be supportable with adequate documentation. In response to the investigation noted above, the Company suspended the filing of new duty drawback claims through the third quarter of 2007. The Company is fully engaged and cooperating with U.S. Customs in an effort to complete the investigation in an expeditious manner.

Concurrent with the U.S. Customs investigation, the Company has performed an internal review of the entire $14.5 million of drawback claims filed with U.S. Customs to determine to what extent any claims may have been invalid or may not have been supported with adequate documentation. As a result, the Company recorded charges totaling $8.0 million to Cost of Sales through December 31, 2008. The Company recorded charges totaling $0.2 million during the three months ended March 31, 2009. During the three months ended June 30, 2009, the Company recorded additional charges totaling $2.3 million, primarily as a result of U.S. Customs’ formal denial of certain of the Company’s previously filed direct claims. While the Company intends to continue to pursue these claims through the administrative process, it has fully reserved for these claims due to the inherent risks and uncertainties related to the protest process.

These abovementioned charges were determined in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 5, Accounting for Contingencies, and represent the Company’s current best estimate of

13

RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES

Condensed Notes to Consolidated Financial Statements
(Unaudited)

(In thousands, except share and per share amounts, unless otherwise indicated)

probable loss. Of this amount, $9.5 million was recorded as a contingent current liability and $1.0 million was recorded as a write-off of an outstanding receivable representing claims filed which had not yet been paid by U.S. Customs. Through December 31, 2008, the Company repaid to U.S. Customs $1.1 million for invalid claims. The Company made additional repayments totaling $0.2 million during the six months ended June 30, 2009. As a result of these payments, the Company’s liability totaled $8.1 million as of June 30, 2009.

While the ultimate outcome of the U.S. Customs investigation and the Company’s own internal review is not yet known, the Company believes there is an additional possible risk of loss between $0 and $3.0 million based on current facts, exclusive of amounts imposed for interest and penalties, if any, which cannot be quantified at this time. This possible risk of future loss relates primarily to indirect duty drawback claims filed with U.S. Customs by several of the Company’s customers as the ultimate exporter of record in which we shared in a portion of the revenue.

Other Matters

The Company is also the subject of, or a party to, a number of other pending or threatened legal actions involving a variety of matters incidental to its business. The Company is of the opinion that the ultimate resolution of these matters will not have a material adverse effect on the results of the operations, cash flows, or the financial position of the Company.

Note 12—LONG-TERM DEBT:

Long-term debt consisted of:

	June 30,			December 31,
	2009			2008
RTI term loan	$	225,000		$	225,000
RTI Claro credit agreement		11,984			11,792
Interest-free loan agreement — Canada		4,250			2,995
Other		118			138
Total debt	$	241,352		$	239,925
Less: Current portion		(24,319	)		(1,375	)
Long-term debt	$	217,033		$	238,550

Note 13—SEGMENT REPORTING:

The Company has three reportable segments: the Titanium Group, the Fabrication Group, and the Distribution Group.

The Titanium Group manufactures and sells a wide range of titanium mill products to a customer base consisting primarily of manufacturing and fabrication companies in the commercial aerospace and nonaerospace markets. Titanium mill products are sold primarily to customers such as metal fabricators, forge shops, and, to a lesser extent, metal distribution companies. Titanium mill products are usually raw or starting material for these customers, who then form, fabricate, or further process mill products into finished or semi-finished components or parts.

14

RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES

Condensed Notes to Consolidated Financial Statements
(Unaudited)

(In thousands, except share and per share amounts, unless otherwise indicated)

The Fabrication Group is comprised of companies with significant hard-metal expertise that fabricate, machine, and assemble titanium and other specialty metal parts and components. Its products, many of which are complex engineered parts and assemblies, serve the commercial aerospace, defense, oil and gas, power generation, medical device, and chemical process industries, as well as a number of other industrial and consumer markets.

The Distribution Group stocks, distributes, finishes, cuts-to-size, and facilitates just-in-time delivery services of titanium, steel, and other specialty metal products.

Intersegment sales are accounted for at prices which are generally established by reference to similar transactions with unaffiliated customers. Reportable segments are measured based on segment operating income after an allocation of certain corporate items such as general corporate overhead and expenses. Assets of general corporate activities include unallocated cash and deferred taxes.

15

RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES

Condensed Notes to Consolidated Financial Statements
(Unaudited)

(In thousands, except share and per share amounts, unless otherwise indicated)

A summary of financial information by reportable segment is as follows:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2009			2008			2009			2008
Net sales:
Titanium Group	$	27,124		$	52,374		$	57,427		$	107,501
Intersegment sales		35,278			43,579			69,029			90,668
Total Titanium Group net sales		62,402			95,953			126,456			198,169
Fabrication Group		26,487			41,152			52,551			71,064
Intersegment sales		14,210			23,116			28,575			45,567
Total Fabrication Group net sales		40,697			64,268			81,126			116,631
Distribution Group		50,743			66,303			100,430			131,912
Intersegment sales		588			295			1,265			1,118
Total Distribution Group net sales		51,331			66,598			101,695			133,030
Eliminations		50,076			66,990			98,869			137,353
Total consolidated net sales	$	104,354		$	159,829		$	210,408		$	310,477
Operating income (loss):
Titanium Group before corporate allocations	$	4,496		$	21,330		$	11,475		$	52,687
Corporate allocations		(2,386	)		(2,897	)		(5,144	)		(5,902	)
Total Titanium Group operating income		2,110			18,433			6,331			46,785
Fabrication Group before corporate allocations		(4,213	)		7,674			(8,865	)		7,218
Corporate allocations		(2,222	)		(2,368	)		(4,791	)		(4,798	)
Total Fabrication Group operating income (loss)		(6,435	)		5,306			(13,656	)		2,420
Distribution Group before corporate allocations		4,488			9,130			8,752			18,907
Corporate allocations		(1,766	)		(1,975	)		(3,809	)		(3,992	)
Total Distribution Group operating income		2,722			7,155			4,943			14,915
Total consolidated operating income (loss)	$	(1,603	)	$	30,894		$	(2,382	)	$	64,120
Income (loss) before income taxes:
Titanium Group	$	2,216		$	18,632		$	6,927		$	47,535
Fabrication Group		(8,041	)		4,470		$	(16,843	)		908
Distribution Group		3,149			7,021			5,580			15,754
Total consolidated income (loss) before income taxes	$	(2,676	)	$	30,123		$	(4,336	)	$	64,197

16

RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES

Condensed Notes to Consolidated Financial Statements
(Unaudited)

(In thousands, except share and per share amounts, unless otherwise indicated)

	June 30,		December 31,
	2009		2008
Total assets:
Titanium Group	$	388,221	$	374,999
Fabrication Group		226,826		224,534
Distribution Group		142,311		155,838
General corporate assets		259,783		273,832
Total consolidated assets	$	1,017,141	$	1,029,203

Note 14—FINANCIAL INSTRUMENTS:

When appropriate, the Company uses derivatives to manage its exposure to changes in interest rates. The interest differential to be paid or received is recorded as interest expense. SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (“SFAS 133”), defines derivatives, requires that derivatives be carried at fair value on the balance sheet, and provides for hedge accounting when certain conditions are met. In accordance with this standard, the Company’s derivative financial instruments are recognized on the balance sheet at fair value. Changes in the fair value of derivative instruments designated as “cash flow” hedges under SFAS 133, to the extent the hedges are highly effective, are recorded in other comprehensive income, net of tax effects. The ineffective portions of “cash flow” hedges, if any, are recorded into current period earnings. Amounts recorded in other comprehensive income are reclassified into current period earnings when the hedged transaction affects earnings. Changes in the fair value of derivative instruments designated as “fair value” hedges under SFAS 133, along with corresponding changes in the fair values of the hedged assets or liabilities, are recorded in current period earnings.

As of June 30, 2009, the Company maintained several interest rate swap agreements (the “swap agreements”), with notional amounts totaling $146.3 million. The swap agreements effectively convert, from floating-rate to fixed-rate, the first 65% of interest payments on the Company’s $225.0 million term loan. The swap agreements amortize proportionally with the amortization of the term loan and allow the Company to convert a portion of its interest expense from one-month LIBOR to a fixed rate. The swap agreements expire on September 27, 2012. The swap agreements are accounted for as “cash flow” hedges under the provisions of SFAS 133 as they are highly effective at offsetting the cash flows related to interest payments on the Company’s $225.0 million term loan. The fair value of the swap agreements is recorded in Accumulated other comprehensive income. Amounts recorded in Accumulated other comprehensive income are reclassified into Interest expense in the period the transaction affects earnings.

As of June 30, 2009, the Company maintained several foreign currency forward contracts, with notional amounts totaling €9.7 million, that are used to manage foreign currency exposure related to equipment purchases associated with the Company’s ongoing capital expansion projects. These forward contracts settle throughout fiscal 2009. They have not been designated as hedging instruments under SFAS 133. Changes in the fair value of these forward contracts are recorded in current period earnings within Other income (expense).

A summary of the Company’s derivative instrument portfolio as of June 30, 2009, is below:

	Designated as		Statement of Financial	Asset (Liability)
	Hedging Instrument		Position Location	Fair Value
Interest rate swaps		Yes	Other noncurrent liabilities		(3,893	)
Foreign currency forwards		No	Other current assets		1,234

17

RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES

Condensed Notes to Consolidated Financial Statements
(Unaudited)

(In thousands, except share and per share amounts, unless otherwise indicated)

Note 15—FAIR VALUE MEASUREMENTS:

SFAS No. 157, Fair Value Measurements (“SFAS 157”) clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based upon assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, SFAS 157 establishes a three-tier fair value hierarchy that prioritizes the inputs utilized in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs other than the quoted prices in active markets that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data and which requires the Company to develop its own assumptions. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. On a recurring basis, the Company measures certain financial assets and liabilities at fair value, including its cash equivalents.

The Company’s cash equivalents consist of highly liquid Money Market Funds that are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The Company’s interest rate swap agreements are estimated utilizing the terms of the interest rate swap agreements and available market yield curves. The Company’s foreign currency forward contracts are estimated utilizing the terms of the contracts and available forward pricing information. However, because these derivative contracts are unique and not actively traded, the fair values are classified as Level 2 estimates under the provision of SFAS 157.

Listed below are the Company’s assets and liabilities, and their fair values, that are measured at fair value on a recurring basis as of June 30, 2009.

			Significant		Significant
	Quoted Market		Other Observable		Unobservable
	Prices		Inputs		Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Cash and cash equivalents	$	261,069	$	—	$	—	$	261,069
Foreign currency forward contracts		—		1,234		—		1,234
Total assets	$	261,069	$	1,234	$	—	$	262,303
Interest rate swap agreements		—		3,893		—		3,893
Total liabilities	$	—	$	3,893	$	—	$	3,893

As of June 30, 2009, the Company did not have any financial assets or liabilities that were measured on a nonrecurring basis.

Note 16—NEW ACCOUNTING STANDARDS:

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations (“SFAS 141(R)”). SFAS 141(R) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree, and the goodwill acquired. SFAS 141(R) also establishes additional disclosure requirements related to the financial effects of a business combination. SFAS 141(R) became effective as of January 1, 2009. The adoption of SFAS 141(R) did not have a material effect on the Company’s Consolidated Financial Statements.

18

RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES

Condensed Notes to Consolidated Financial Statements
(Unaudited)

(In thousands, except share and per share amounts, unless otherwise indicated)

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51 (“SFAS 160”). SFAS 160 establishes accounting and reporting standards for ownership interest in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a parent’s ownership interest, and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. SFAS 160 also establishes disclosure requirements that clearly identify and distinguish between the interest of the parent and the interests of the noncontrolling owners. SFAS 160 became effective as of January 1, 2009. The adoption of SFAS 160 did not have a material effect on the Company’s Consolidated Financial Statements.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133 (“SFAS 161”). SFAS 161 provides for additional disclosure requirements for derivative instruments and hedging activities, including disclosures as to how and why a company uses derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS 133 and how derivative instruments and related hedged items affect a company’s financial position, financial performance, and cash flows. SFAS 161 became effective as of January 1, 2009. The adoption of SFAS 161 did not have a material effect on the Company’s Consolidated Financial Statements. See Note 14 to the Company’s Condensed Consolidated Financial Statements for further information on the Company’s derivative instruments.

In June 2008, the FASB issued FSP EITF 03-6-1. FSP EITF 03-6-1 clarifies that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents, whether paid or unpaid, are participating securities to be included in the computation of earnings per share under the two-class method described in SFAS 128. The provisions of FSP EITF 03-6-1 became effective as of January 1, 2009, and required retrospective application. The adoption of FSP EITF 03-6-1 did not have a material impact on the Company’s Consolidated Financial Statements. See Note 5 to the Company’s Condensed Consolidated Financial Statements for further information on the Company’s earnings per share.

In December 2008, the FASB issued FASB Staff Position No FAS 132(R)-1, Employers’ Disclosure about Postretirement Benefit Plan Assets (“FSP SFAS 132(R)-1”). FSP SFAS 132(R)-1 provides guidance on an employers’ disclosures about plan assets of a defined benefit or other postretirement plan, to include investment policies and strategies; associated and concentrated risks; major asset categories and their fair values; inputs and valuation techniques used to measure fair-value of plan assets; and the net periodic benefit costs recognized for each annual period. FSP SFAS 132(R)-1 is effective for reporting periods ending after December 15, 2009. The Company is currently evaluating the potential impact the adoption of FSP SFAS 132(R)-1 will have on its Consolidated Financial Statements.

In April 2009, the FASB issued FSP No. 107-1 and APB Opinion No. 28-1, Interim Disclosures about Fair Value of Financial Instruments (“FSP SFAS 107-1 and APB 28-1”). FSP SFAS 107-1 and APB 28-1 amends FASB Statement No. 107, Disclosures about Fair Value of Financial Instruments, to require disclosures about fair value of financial instruments in interim financial statements as well as in annual financial statements and amends APB Opinion No. 28, Interim Financial Reporting, to require disclosures in summarized financial information at interim reporting periods. FSP SFAS 107-1 and APB 28-1 is effective for interim reporting periods ending after June 15, 2009. The adoption of FSP SFAS 107-1 and APB 28-1 did not have a material effect on the Company’s Consolidated Financial Statements.

In May 2009, the FASB issued SFAS No. 165, Subsequent Events (“SFAS 165”). SFAS 165 establishes general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Additionally, SFAS 165 requires disclosure of the date through

19

RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES

Condensed Notes to Consolidated Financial Statements
(Unaudited)

(In thousands, except share and per share amounts, unless otherwise indicated)

which subsequent events have been evaluated. The adoption of SFAS 165 did not have a material impact on the Company’s Consolidated Financial Statements.

In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles — a replacement of FASB Statement No. 162 (“SFAS 168”). SFAS 168 identifies the FASB Accounting Standards Codification (the “Codification”) as the sole source of US GAAP recognized by the FASB. The Codification identifies only two levels of GAAP: authoritative and nonauthoritative. SFAS 168 is effective for interim and annual periods ending after September 15, 2009. The Company does not expect the adoption of SFAS 168 to have a material effect on its Consolidated Financial Statements.

Note 17—SUBSEQUENT EVENTS:

The Company evaluated subsequent events through August 10, 2009, the date the financial statements were issued. On July 31, 2009, the Company prepaid $78.8 million on its $225.0 million term loan in order to reduce its interest expense.

20

Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

The following discussion should be read in connection with the information contained in the Consolidated Financial Statements and Condensed Notes to Consolidated Financial Statements. The following information contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and is subject to the safe harbor created by that Act. Such forward-looking statements may be identified by their use of words like “expects,” “anticipates,” “intends,” “projects,” or other words of similar meaning. Forward-looking statements are based on expectations and assumptions regarding future events. In addition to factors discussed throughout this quarterly report, the following factors and risks should also be considered, including, without limitation:

•  statements regarding the future availability and prices of raw materials,

•  competition in the titanium industry,

•  demand for the Company’s products,

•  the historic cyclicality of the titanium and commercial aerospace industries,

•  changes in defense spending,

•  the success of new market development,

•  ability to obtain access to financial markets and to maintain current covenant requirements,

•  long-term supply agreements,

•  the impact of Boeing 787 Dreamliner^® production delays,

•  legislative challenges to the Specialty Metals Clause,

•  labor matters,

•  outcome of the U.S. Customs investigation,

•  the successful completion of our expansion projects,

•  our ability to execute on new business awards,

•  our order backlog and the conversion of that backlog into revenue, and

•  other statements contained herein that are not historical facts.

Because such forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These and other risk factors are set forth in this, as well as in other filings filed with or furnished to the Securities and Exchange Commission (“SEC”) over the last 12 months, copies of which are available from the SEC or may be obtained upon request from the Company.

21

Overview

RTI International Metals, Inc. (the “Company,” “RTI,” “we,” “us,” or “our”) is a leading U.S. producer and supplier of titanium mill products and a supplier of fabricated titanium and specialty metal parts for the global market.

The Titanium Group melts, processes, and produces a complete range of titanium mill products which are further processed by its customers for use in a variety of commercial aerospace, defense, and industrial and consumer applications. With operations in Niles, Ohio; Canton, Ohio; and Hermitage, Pennsylvania, the Titanium Group has overall responsibility for the production of primary mill products including, but not limited to, bloom, billet, sheet, and plate. This Group also focuses on the research and development of evolving technologies relating to raw materials, melting and other production processes, and the application of titanium in new markets.

The Fabrication Group is comprised of companies with significant hard-metal expertise that extrude, fabricate, machine, and assemble titanium and other specialty metal parts and components. Its products, many of which are complex engineered parts and assemblies, serve commercial aerospace, defense, oil and gas, power generation, and chemical process industries, as well as a number of other industrial and consumer markets. With operations located in Houston, Texas; Washington, Missouri; Laval, Quebec; and a representative office in China, the Fabrication Group concentrates its efforts on offering value-added products and services such as engineered tubulars and extrusions, fabricated and machined components and sub-assemblies, as well as engineered systems for energy-related markets by accessing the Titanium Group as its primary source of mill products.

The Distribution Group stocks, distributes, finishes, cuts-to-size, and facilitates just-in-time delivery services of titanium, steel, and other specialty metal products, primarily nickel-based specialty alloys. With operations in Garden Grove, California; Windsor, Connecticut; Sullivan, Missouri; Staffordshire, England; and Rosny-Sur-Seine, France; the Distribution Group services a variety of commercial aerospace, defense, and industrial and consumer customers.

During the first quarter of 2009, we closed our distribution facility located in Indianapolis, Indiana. We closed our Houston, Texas, distribution facility during the second quarter of 2009. Both of these closures were done as part of our ongoing cost rationalization strategy within the Distribution Group in light of current market conditions. These closures did not have a material impact on our Consolidated Financial Statements.

Both the Fabrication and Distribution Groups access the Titanium Group as their primary source of mill products. For the three months ended June 30, 2009 and 2008, approximately 57% and 45%, respectively, of the Titanium Group’s sales were to the Fabrication and Distribution Groups. For the six months ended June 30, 2009 and 2008, approximately 55% and 46%, respectively, of the Titanium Group’s sales were to the Fabrication and Distribution Groups.

Our net income for the three months ended June 30, 2009 totaled $0.1 million, or $0.01 per diluted share, on sales of $104.4 million, compared with net income totaling $18.6 million, or $0.81 per diluted share, on sales of $159.8 million for the three months ended June 30, 2008. Our net loss for the six months ended June 30, 2009 totaled $(1.3) million, or $(0.06) per diluted share, on sales of $210.4 million, compared with net income of $40.9 million, or $1.76 per diluted share, on sales of $310.5 million for the six months ended June 30, 2008.

Trends and Uncertainties

Our business has been significantly impacted by the global economic crisis. This impact was exacerbated by the severe global credit crisis that started in September 2008. Our primary market, the commercial aerospace industry, has been hit especially hard by these crises as most aircraft purchases are financed over long periods of time. The result of these two crises combined with the long-term delays in the Boeing 787 Dreamliner^® program, is that our industry is left with a significant oversupply of inventory and a severe contraction in demand. As a result, our spot sales of titanium mill products have been minimal. Somewhat offsetting these impacts has been our focus

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on removing some of the cyclicality of the industry by signing longer-term contracts for specific quantities of material. These contracts have allowed us to maintain a level of volumes in excess of those seen during the last market downturn following September 11, 2001.

In such market downturns, we strive to reduce our variable costs to counteract such declines in spot sales, although we cannot always do so as quickly as sales levels decline. We continue to balance our expectations of future business with our need to contain costs.

Production delays related to the Boeing 787 Dreamliner^® program continue to hamper our Fabrication and Distribution Groups as well. The 787, which was initially scheduled to begin customer deliveries in late 2007, currently has a first delivery date of early 2010. We have invested a significant amount of capital into our facilities to prepare for the ramp up of 787 production. As such, while we attempt to reduce our own variable expenses (primarily labor, outside processing, overtime, and supplies) to match the reduced near-term demand from Boeing, our fixed costs cannot be reduced. While we expect to receive the anticipated volumes from this program, it will be difficult to predict in what period they will occur given the uncertainly in the program’s production schedule.

Three Months Ended June 30, 2009 Compared To Three Months Ended June 30, 2008

Net Sales.  Net sales for our reportable segments, excluding intersegment sales, for the three months ended June 30, 2009 and 2008 were as follows:

	Three Months
	Ended
	June 30,				$ Increase/			% Increase/
(In millions except percents)	2009		2008		(Decrease)			(Decrease)
Titanium Group	$	27.1	$	52.4	$	(25.3	)		(48.3	)%
Fabrication Group		26.5		41.1		(14.6	)		(35.5	)%
Distribution Group		50.8		66.3		(15.5	)		(23.4	)%
Total consolidated net sales	$	104.4	$	159.8	$	(55.4	)		(34.7	)%

The combination of a 4% decrease in the average realized selling prices of prime mill products and a 44% decrease in prime mill shipments to our trade customers resulted in a $21.2 million reduction in the Titanium Group’s net sales. The decrease in average realized selling prices was primarily due to changes in the sales mix between periods, with the mix in 2009 consisting of a higher percentage of sales related to long-term supply agreements, which generally carry lower overall sales prices and are subject to annual pricing adjustments. Furthermore, excess inventory in the market due to the ongoing Boeing 787 Dreamliner^® program delays and the lower overall titanium demand profile resulted in a reduction in spot market volume and a decrease in realized selling prices on spot sales compared to the prior period. Additionally, decreasing demand from the specialty steel industry resulted in a $3.8 million reduction in ferro titanium sales.

The decrease in the Fabrication Group’s net sales principally relates to the relatively low price of oil compared to the prior year, which has led to a slow down in orders from our energy market customers, resulting in a $9.9 million decrease in net sales compared to the prior year. In addition, continued delays in the Boeing 787 Dreamliner^® program, as well as the general downturn in the commercial aerospace market, resulted in a reduction in net sales totaling $4.2 million compared to the prior year.

The decrease in the Distribution Group’s net sales was principally related to lower demand resulting from the global economic downturn and the slow down in the commercial aerospace market which has resulted in higher levels of titanium inventory throughout the supply chain. Lower demand and lower realized pricing for the Group’s titanium products resulted in a $10.2 million reduction in net sales. Lower demand and lower realized pricing for the Group’s specialty alloys products resulted in a $5.3 million reduction in net sales.

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Gross Profit (Loss).  Gross profit (loss) for our reportable segments, for the three months ended June 30, 2009 and 2008 were as follows:

	Three Months
	Ended
	June 30,					$ Increase/			% Increase/
(In millions except percents)	2009			2008		(Decrease)			(Decrease)
Titanium Group	$	6.8		$	24.2	$	(17.4	)		(71.9	)%
Fabrication Group		(1.3	)		11.9		(13.2	)		(110.9	)%
Distribution Group		8.0			13.3		(5.3	)		(39.8	)%
Total consolidated gross profit (loss)	$	13.5		$	49.4	$	(35.9	)		(72.7	)%

Excluding the $2.3 million charge in the current period associated with the U.S. Customs’ investigation of our previously filed duty drawback claims, gross profit for the Titanium Group decreased $15.1 million compared to the prior year. The decrease in the Titanium Group’s gross margin was largely the result of lower sales levels, which reduced gross profit by $5.7 million. In addition, lower average realized selling prices and a lower margin sales mix reduced gross profit by $3.5 million. Higher raw material costs and lower absorption of production overhead due to the lower level of production in the current period reduced gross profit $1.4 million. Furthermore, gross profit at the Titanium Group was unfavorably impacted $0.6 million by reduced sales of Titanium Group-sourced inventory by our Fabrication Group and Distribution Group business.

The decrease in gross profit for the Fabrication Group was driven by several factors, including reduced sales volumes which reduced gross profit by $3.0 million and continued cost overruns related to certain energy market projects which negatively impacted gross profit by $6.0 million. In addition, production execution issues at one of the Fabrication Group’s facilities negatively impacted its ability to deliver orders and lower than expected material yields at that same location resulted in higher than expected material costs. These issues, although largely corrected by the end of the current period, reduced gross profit by $3.7 million compared to the prior year. Additionally, ongoing uncertainty and delays in the ramp up of the Boeing 787 Dreamliner^® program continue to result in lower utilization and other operational inefficiencies despite significant actions taken to manage costs in line with demand.

The decrease in gross profit for the Distribution Group was principally related to lower sales coupled with a decrease in realized selling prices for certain specialty metals that exceeded our decline in product cost. This decrease was partially offset by our actions taken to rationalize our domestic Distribution Group facilities and to reduce logistics costs.

Selling, General, and Administrative Expenses.  Selling, general, and administrative expenses (“SG&A”) for our reportable segments for the three months ended June 30, 2009 and 2008 were as follows:

	Three Months
	Ended
	June 30,				$ Increase/			% Increase/
(In millions except percents)	2009		2008		(Decrease)			(Decrease)
Titanium Group	$	4.2	$	5.0	$	(0.8	)		(16.0	)%
Fabrication Group		5.1		6.6		(1.5	)		(22.7	)%
Distribution Group		5.3		6.2		(0.9	)		(14.5	)%
Total consolidated SG&A expenses	$	14.6	$	17.8	$	(3.2	)		(18.0	)%

The $3.2 million decrease in SG&A was primarily related to a $2.2 million reduction in salary and incentive related expenses, driven by a reduction in expected cash incentive compensation in the current year compared to the prior year. Additionally there was a $0.7 million reduction in pension related expenses and a $0.6 million reduction in professional and consulting expenses. The decreases reflect management’s focus on reducing expenses during the current economic downturn while continuing to position the Company for growth in the future.

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Research, Technical, and Product Development Expenses.  Research, technical, and product development expenses (“R&D”) were $0.5 million for both the three month periods ended June 30, 2009 and June 30, 2008, respectively. This spending reflects our continued focus on productivity and quality enhancements to our operations.

Operating Income (Loss).  Operating income (loss) for our reportable segments for the three months ended June 30, 2009 and 2008 was as follows:

	Three Months
	Ended
	June 30,					$ Increase/			% Increase/
(In millions except percents)	2009			2008		(Decrease)			(Decrease)
Titanium Group	$	2.1		$	18.4	$	(16.3	)		(88.6	)%
Fabrication Group		(6.4	)		5.3		(11.7	)		(220.8	)%
Distribution Group		2.7			7.2		(4.5	)		(62.5	)%
Total operating income (loss)	$	(1.6	)	$	30.9	$	(32.5	)		(105.2	)%

Excluding the $2.3 million charge in the current period associated with the U.S. Customs investigation of our previously filed duty drawback claims, operating income for the Titanium Group decreased $14.0 million. The decrease was primarily attributable to lower gross profit, largely due to unfavorable volume and lower realized selling prices, which were partially offset by a reduction in SG&A expenses.

The decrease in the Fabrication Group’s operating income was the result of lower sales to both the energy and aerospace markets, along with continuing cost overruns on certain energy market projects and manufacturing execution issues at one of the Fabrication Group’s facilities, although these issues were largely corrected during the current period. Further, the Fabrication Group experienced lower utilization as well as increased operating inefficiencies, which in part were driven by the ongoing delays in the Boeing 787 Dreamliner^® program and global economic slow down affecting the commercial aerospace market, partially offset by reductions in compensation, professional and consulting expenses during the period.

The decrease in operating income for the Distribution Group was largely due to lower demand in both the titanium and specialty alloys markets. The lower demand resulted in decreased realized selling prices for certain specialty metals that exceeded our decline in product cost. This decrease was slightly offset by a decrease in compensation-related expenses and other cost management actions.

Other Income (Expense).  Other income (expense) for the three months ended June 30, 2009 and 2008 was $0.9 million and $(1.0) million, respectively. Other income (expense) consists primarily of foreign exchange gains and losses from our international operations and fair value adjustments related to our foreign currency forward contracts.

Interest Income and Interest Expense.  Interest income for the three months ended June 30, 2009 and 2008 was $0.4 million and $0.5 million, respectively. The decrease was principally related to lower returns on invested cash compared to the prior year period. Interest expense was $2.4 and $0.3 million for the three months ended June 30, 2009 and 2008, respectively. The increase in interest expense was primarily attributable to the increase in our long-term debt compared to the prior year as a result of the closing of our $225 million term loan in September 2008.

Provision for (Benefit from) Income Taxes.  We recognized a provision for (benefit from) income taxes of $(2.8) million, or 104.7% of pretax loss, and $11.5 million, or 38.2% of pretax income, for federal, state, and foreign income taxes for the three months ended June 30, 2009 and 2008, respectively. Discrete items recognized during each period were not material. Income taxes, as a percentage of pretax income or loss, increased year over year primarily as a result of the mix of domestic income and foreign losses benefited at lower rates. The lower level of income amplifies the rate impact of these mix effects in the current period compared to the comparable period.

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Six Months Ended June 30, 2009 Compared To Six Months Ended June 30, 2008

Net Sales.  Net sales for our reportable segments, excluding intersegment sales, for the six months ended June 30, 2009 and 2008 were as follows:

	Six Months Ended
	June 30,				$ Increase/			% Increase/
(In millions except percents)	2009		2008		(Decrease)			(Decrease)
Titanium Group	$	57.4	$	107.5	$	(50.1	)		(46.6	)%
Fabrication Group		52.6		71.1		(18.5	)		(26.1	)%
Distribution Group		100.4		131.9		(31.5	)		(23.9	)%
Total consolidated net sales	$	210.4	$	310.5	$	(100.1	)		(32.2	)%

The combination of a 9% decrease in the average realized selling prices of prime mill products and a 41% decrease in prime mill shipments to our trade customers resulted in a $44.8 million reduction in the Titanium Group’s net sales. The decrease in average realized selling prices was primarily due to changes in the sales mix between periods, with the mix in 2009 consisting of lower priced products. In addition, a higher percentage of our sales in the current period were related to long-term supply agreements, which generally carry lower overall sales prices and are subject to annual pricing adjustments. Furthermore, excess inventory in the market due to the ongoing Boeing 787 Dreamliner^® program delays and the lower overall titanium demand profile resulted in a reduction in spot market volume and a decrease in realized selling prices on spot sales compared to the prior period. Additionally, decreasing demand from the specialty steel industry resulted in a $5.5 million reduction in ferro titanium sales.

The decrease in the Fabrication Group’s net sales principally relates to the relatively low price of oil compared to the prior year, which has led to a slow down in orders from our energy market customers, resulting in $8.6 million decrease in net sales compared to the prior year. In addition, the general downturn in the commercial aerospace market, combined with production inefficiencies at one of our facilities, resulted in a reduction in net sales totaling $10.2 million compared to the prior year.

The decrease in the Distribution Group’s net sales was principally related to lower demand resulting from the global economic downturn and the slow down in the commercial aerospace market which has resulted in higher levels of titanium inventory throughout the supply chain. Lower demand and lower realized pricing for the Group’s titanium products resulted in a $22.3 million reduction in net sales. Lower demand and lower realized pricing for the Group’s specialty alloys products resulted in a $9.2 million reduction in net sales.

Gross Profit (Loss).  Gross profit (loss) for our reportable segments, for the six months ended June 30, 2009 and 2008 was as follows:

	Six Months Ended
	June 30,					$ Increase/			% Increase/
(In millions except percents)	2009			2008		(Decrease)			(Decrease)
Titanium Group	$	16.2		$	57.6	$	(41.4	)		(71.9	)%
Fabrication Group		(2.6	)		16.5		(19.1	)		(115.8	)%
Distribution Group		16.2			27.2		(11.0	)		(40.4	)%
Total consolidated gross profit (loss)	$	29.8		$	101.3	$	(71.5	)		(70.6	)%

Excluding the $2.5 million charge in the current period associated with the U.S. Customs investigation of our previously filed duty drawback claims, gross profit for the Titanium Group decreased $38.9 million compared to the prior year. The decrease in the Titanium Group’s gross margin was largely the result of lower sales levels, which reduced gross profit $13.7 million. In addition, lower average realized selling prices and a lower margin sales mix reduced gross profit $9.5 million. Higher raw material costs and lower absorption of production overhead due to the

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lower level of production in the current period reduced gross profit $4.9 million. Deterioration in ferro-alloys margins due to weakening steel markets reduced gross profit $2.1 million compared to the prior year. Furthermore, gross profit at the Titanium Group was unfavorably impacted $2.1 million by reduced sales of Titanium Group-sourced inventory by our Fabrication Group and Distribution Group businesses.

The decrease in gross profit for the Fabrication Group was driven by several factors, including reduced sales volumes which reduced gross profit by $4.3 million and continued cost overruns related to certain energy market projects which negatively impacted gross profit by $6.7 million. In addition, production execution issues at one of the Fabrication Group’s facilities negatively impacted its ability to deliver orders and lower than expected material yields at that same location resulted in higher than expected material costs. These issues, although largely corrected by the end of the current period, reduced gross profit by $6.2 million compared to the prior year. Additionally, ongoing uncertainty and delays in the ramp up of the Boeing 787 Dreamliner^® program continue to result in lower utilization and other operational inefficiencies despite significant actions taken to manage costs in line with demand.

The decrease in gross profit for the Distribution Group was principally related to lower sales coupled with a decrease in realized selling prices for certain specialty metals that exceeded our decline in product cost. This decrease was partially offset by our actions taken to rationalize our domestic Distribution Group facilities and to reduce logistics costs.

Selling, General, and Administrative Expenses.  SG&A expenses for our reportable segments for the six months ended June 30, 2009 and 2008 were as follows:

	Six Months Ended
	June 30,				$ Increase/			% Increase/
(In millions except percents)	2009		2008		(Decrease)			(Decrease)
Titanium Group	$	8.8	$	9.8	$	(1.0	)		(10.2	)%
Fabrication Group		11.0		14.1		(3.1	)		(22.0	)%
Distribution Group		11.3		12.2		(0.9	)		(7.4	)%
Total consolidated SG&A expenses	$	31.1	$	36.1	$	(5.0	)		(13.9	)%

The $5.0 million decrease in SG&A was primarily related to a $2.2 million reduction in salary and incentive related expenses, driven by a reduction in expected cash incentive compensation in the current year compared to the prior year. Additionally there was a $1.9 million reduction in professional and consulting expenses and a $0.8 million reduction in pension related expenses. The decreases reflect management’s focus on reducing expenses during the current economic downturn while continuing to position the Company for growth in the future.

Research, Technical, and Product Development Expenses.  Research, technical, and product development expenses (“R&D”) were $1.0 for both the six month periods ended June 30, 2009 and June 30, 2008. This spending reflects our continued focus on productivity and quality enhancements to our operations.

Operating Income (Loss).  Operating income (loss) for our reportable segments for the six months ended June 30, 2009 and 2008 were as follows:

	Six Months
	Ended
	June 30,					$ Increase/			% Increase/
(In millions except percents)	2009			2008		(Decrease)			(Decrease)
Titanium Group	$	6.3		$	46.8	$	(40.5	)		(86.5	)%
Fabrication Group		(13.6	)		2.4		(16.0	)		(666.7	)%
Distribution Group		4.9			14.9		(10.0	)		(67.1	)%
Total operating income (loss)	$	(2.4	)	$	64.1	$	(66.5	)		(103.7	)%

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Excluding the $2.5 million charge in the current period associated with the U.S. Customs investigation of our previously filed duty drawback claims, operating income for the Titanium Group decreased $38.0 million. The decrease was primarily attributable to lower gross profit, largely due to unfavorable volume and lower realized selling prices, which were partially offset by a reduction in SG&A expenses.

The decrease in the Fabrication Group’s operating income was the result of lower sales to both the energy and aerospace markets, along with continuing cost overruns on certain energy market projects and manufacturing execution issues at one of the Fabrication Group’s facilities, although these issues were largely corrected during the current period. Further, the Fabrication Group experienced lower utilization as well as increased operating inefficiencies, which in part were driven by the ongoing delays in the Boeing 787 Dreamliner^® program and global economic slow down affecting the commercial aerospace market, partially offset by reductions in compensation, professional and consulting expenses during the period.

The decrease in operating income for the Distribution Group was largely due to lower demand in both the titanium and specialty alloys markets. The lower demand resulted in decreased realized selling prices for certain specialty metals that exceeded our decline in product cost. This decrease was slightly offset by a decrease in compensation-related expenses and other cost management actions.

Other Income (Expense).  Other income (expense) for the six months ended June 30, 2009 and 2008 was $1.8 million and $(0.7) million, respectively. Other income (expense) consists primarily of foreign exchange gains and losses from our international operations and fair value adjustments related to our foreign currency forward contracts.

Interest Income and Interest Expense.  Interest income for the six months ended June 30, 2009 and 2008 was $1.1 million and $1.4 million, respectively. The decrease was principally related to lower returns on invested cash compared to the prior year period. Interest expense was $4.8 million and $0.6 million for the six months ended June 30, 2009 and 2008, respectively. The increase in interest expense was primarily attributable to the increase in our long-term debt compared to the prior year as a result of the closing of our $225 million term loan in September 2008.

Provision for (Benefit from) Income Taxes.  We recognized a provision for (benefit from) income taxes of $(3.0)million, or 69.2% of pretax loss, and $23.3 million, or 36.4% of pretax income, for federal, state, and foreign income taxes for the six months ended June 30, 2009 and 2008, respectively. Income tax, as a percentage of pretax income or loss, increased year over year primarily as a result of the mix of domestic income and foreign losses benefited at lower tax rates. The lower level of income amplifies the rate impact of these mix effects in the current period compared to the comparable period. Discrete items totaling $0.6 million reduced the benefit from income taxes for the six months ended June 30, 2009 and were comprised primarily of adjustments to unrecognized tax benefits. Discrete items totaling $0.5 million reduced the provision for income taxes for the six months ended June 30, 2008 and were comprised primarily of adjustments to the prior year state income tax provision.

Liquidity and Capital Resources

In connection with our long-term mill product supply agreements for the Joint Strike Fighter (“JSF”) program and the Airbus family of commercial aircraft, including the A380 and A350XWB programs, we are undertaking several capital expansions. During 2007, we announced plans to construct a premium-grade titanium sponge facility in Hamilton, Mississippi, with anticipated capital spending of approximately $300 million. To date, we have spent approximately $60 million on this project and have additional commitments of up to approximately $40 million related to this project. In light of current economic uncertainties, the overall softening within the industry, and the continued delays in the production schedules of several of the programs driving titanium demand, we have delayed the construction of this facility. We will continue to monitor market conditions in relation to the timing of our future capital expenditures associated with this project, as well as continue to assess potential alternative sourcing options for sponge supply. These market conditions include expected future mill product demand volume and its impact on our metallics requirements, which may result in further delay, idling, or abandonment of the sponge plant project.

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During 2007, we also announced plans to construct a new titanium forging and rolling facility in Martinsville, Virginia, and new melting facilities in Canton and Niles, Ohio, with anticipated capital spending of approximately $100 million. While we continually evaluate market conditions, we continue to move forward with this project and presently anticipate the majority of the capital expenditures related to these facilities to occur in 2009 and 2010.

In connection with these capital expansion programs and the continuing uncertainties in the credit markets, we completed the first amendment of our $240 million credit agreement in September 2008. The amendment replaced our $240 million revolving credit facility with a $225 million term loan, on which we have fully borrowed, and a $200 million revolving credit facility. The principal on the term loan will be repaid in quarterly installments beginning in 2010 with 20% of the outstanding balance being repaid in each of 2010 and 2011 and the remaining 60% being repaid in 2012. In order to reduce our net interest expense, we prepaid $78.8 million of our $225 million term loan on July 31, 2009.

Our $425 million credit agreement and our Claro credit agreement (collectively, the “Credit Agreements”) contain identical restrictive covenants derived from our Consolidated Financial Statements which, among other things, include a leverage ratio and an interest coverage ratio (our “financial covenants”). A failure to maintain our financial covenants may impair our ability to borrow under the credit facilities. These financial covenants and ratios are described below:

•  Our leverage ratio (the ratio of Net Debt to Consolidated EBITDA, as defined in the Credit Agreements) was 0.7 at June 30, 2009. If this ratio were to exceed 3.25 to 1, we would be in default of our Credit Agreements and our ability to borrow under our Credit Agreements would be impaired.

•  Our interest coverage ratio (the ratio of Consolidated EBITDA to Net Interest, as defined in the Credit Agreements) was 6.9 at June 30, 2009. If this ratio were to fall below 2.0 to 1, we would be in default of our Credit Agreements and our ability to borrow under the Credit Agreements would be impaired.

Consolidated EBITDA, as defined in the Credit Agreements, allows for adjustments related to unusual gains and losses and certain noncash items. At June 30, 2009, we were in compliance with our financial covenants under the Credit Agreements.

While our current financial forecasts indicate we will maintain our compliance with these covenants, certain events, some of which are beyond our control, including further long-term delays in the Boeing 787 Dreamliner^® production schedule, the failure of one or more of our significant customers to honor the terms of their take-or-pay contracts, a future decision to indefinitely delay, idle, or abandon the construction of the sponge plant, and deeper reductions in global aircraft demand, may cause us to be in default of one or more of these covenants in the future. In the event of a default under our credit agreement, absent a waiver from our lenders or an amendment to our credit agreement, our $225 million term loan could become due immediately and/or the interest rate on the credit agreement could increase materially. Either of these developments, or both in combination, could have a material adverse impact on our Consolidated Financial Statements. If we default or anticipate an expected future default under one or more of our credit facility covenants, we will need to renegotiate our credit arrangements, seek other sources of liquidity, or both.

Provided we continue to meet our financial covenants under our Credit Agreements, we expect that our cash and cash equivalents, coupled with our expected future cash flows and our undrawn $200 million revolving credit facility, will provide us sufficient liquidity to meet our operating needs, debt service requirements, and capital expansion plans.

Cash provided by operating activities.  Cash provided by operating activities for the six months ended June 30, 2009 and 2008 was $19.0 million and $33.5 million, respectively. This decrease is primarily due to the decrease in our net income for the six months ended June 30, 2009, partially offset by improvements in our working capital, primarily driven by improvements in accounts receivable.

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Cash used in investing activities.  Cash used in investing activities for the six months ended June 30, 2009 and 2008 was $45.2 million and $48.1 million, respectively. This spending reflects our continued investments related to our major capital expansion projects.

Cash provided by (used in) financing activities.  Cash provided by (used in) financing activities for the six months ended June 30, 2009 and 2008 was $0.9 million and $(7.4) million, respectively. This increase was primarily due to the purchase of 176,976 shares of RTI Common Stock at an average price of $50.83 per share during the six months ended June 30, 2008.

Duty Drawback Investigation

We maintained a program through an authorized agent to recapture duty paid on imported titanium sponge as an offset against exports for products shipped outside the U.S. by the Company or its customers. The agent, who matched the Company’s duty paid with the export shipments through filings with the U.S. Customs and Border Protection (“U.S. Customs”), performed the recapture process.

Historically, the Company recognized a credit to Cost of Sales when it received notification from its agent that a claim had been filed and received by U.S. Customs. For the period January 1, 2001 through March 31, 2007, the Company recognized a reduction to Cost of Sales totaling $14.5 million associated with the recapture of duty paid. This amount represents the total of all claims filed by the agent on the Company’s behalf.

During 2007, the Company received notice from U.S. Customs that it was under formal investigation with respect to $7.6 million of claims previously filed by the agent on the Company’s behalf. The investigation relates to discrepancies in, and lack of supporting documentation for, claims filed through the Company’s authorized agent. The Company revoked the authorized agent’s authority and is fully cooperating with U.S. Customs to determine the extent to which any claims may be invalid or may not be supportable with adequate documentation. In response to the investigation noted above, the Company suspended the filing of new duty drawback claims through the third quarter of 2007. The Company is fully engaged and cooperating with U.S. Customs in an effort to complete the investigation in an expeditious manner.

Concurrent with the U.S. Customs investigation, we performed an internal review of the entire $14.5 million of drawback claims filed with U.S. Customs to determine to what extent any claims may have been invalid or may not have been supported with adequate documentation. As a result of this review, we recorded charges totaling $8.0 million to Cost of Sales through December 31, 2008. We recorded additional charges totaling $0.2 million during the three months ended March 31, 2009. During the three months ended June 30, 2009, we recorded additional charges totaling $2.3 million, primarily as a result of U.S. Customs’ formal denial of certain of our previously filed direct claims. While we intend to continue to pursue these claims through the administrative process, we have fully reserved for these claims due to the inherent risks and uncertainties related to the protest process.

These abovementioned charges were determined in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 5, Accounting for Contingencies, and represent the Company’s current best estimate of probable loss. Of this amount, $9.5 million was recorded as a contingent current liability and $1.0 million was recorded as a write-off of an outstanding receivable representing claims filed which had not yet been paid by U.S. Customs. Through December 31, 2008, the Company repaid to U.S. Customs $1.1 million for invalid claims. The Company made additional repayments totaling $0.2 million during the six months ended June 30, 2009. As a result of these payments, the Company’s liability totaled $8.1 million as of June 30, 2009.

While the ultimate outcome of the U.S. Customs investigation and the Company’s own internal review is not yet known, the Company believes there is an additional possible risk of loss between $0 and $3.0 million based on current facts, exclusive of amounts imposed for interest and penalties, if any, which cannot be quantified at this time. This possible risk of future loss relates primarily to indirect duty drawback claims filed with U.S. Customs by several of our customers as the ultimate exporter of record in which we shared in a portion of the revenue.

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Backlog

The Company’s order backlog for all markets was approximately $320 million as of June 30, 2009, as compared to $400 million at December 31, 2008. Of the backlog at June 30, 2009, approximately $188 million is likely to be realized over the remainder of 2009. We define backlog as firm business scheduled for release into our production process for a specific delivery date. We have numerous requirement contracts that extend multiple years, including the Airbus, JSF and Boeing 787 long-term supply agreements, that are not included in backlog until a specific release into production or a firm delivery date has been established.

Environmental Matters

We are subject to environmental laws and regulations as well as various health and safety laws and regulations that are subject to frequent modifications and revisions. While the costs of compliance for these matters have not had a material adverse impact on our Consolidated Financial Statements in the past, it is impossible to accurately predict the ultimate effect these changing laws and regulations may have in the future. We continue to evaluate our obligation for environmental-related costs on a quarterly basis and make adjustments in accordance with provisions of Statement of Position 96-1, Environmental Remediation Liabilities and SFAS No. 5, Accounting for Contingencies.

Given the status of the proceedings at certain of our sites and the evolving nature of environmental laws, regulations, and remediation techniques, our ultimate obligation for investigative and remediation costs cannot be predicted. It is our policy to recognize environmental costs in the financial statements when an obligation becomes probable and a reasonable estimate of exposure can be determined. When a single estimate cannot be reasonably made, but a range can be reasonably estimated, we accrue the amount we determine to be the most likely amount within that range.

Based on available information, we believe our share of possible environmental-related costs is in a range from $1.1 million to $2.6 million in the aggregate. At June 30, 2009 and December 31, 2008, the amounts accrued for future environmental-related costs were $1.8 million and $2.3 million, respectively. Of the total amount accrued at June 30, 2009, $1.5 million is expected to be paid out within one year and is included in the other accrued liabilities line of the balance sheet. The remaining $0.2 million recorded in other noncurrent liabilities. During the six months ended June 30, 2009, we made payments totaling $0.6 million related to its environmental liabilities.

As these proceedings continue toward final resolution, amounts in excess of those already provided may be necessary to discharge us from our obligations for these sites, which include the Ashtabula River and the Reserve Environmental Services Landfill.

New Accounting Standards

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations (“SFAS 141(R)”). SFAS 141(R) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree, and the goodwill acquired. SFAS 141(R) also establishes additional disclosure requirements related to the financial effects of a business combination. SFAS 141(R) became effective as of January 1, 2009. The adoption of SFAS 141(R) did not have a material effect on our Consolidated Financial Statements.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51 (“SFAS 160”). SFAS 160 establishes accounting and reporting standards for ownership interest in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a parent’s ownership interest, and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. SFAS 160 also establishes disclosure requirements that clearly identify and distinguish between the interest of the parent and the

31

interests of the noncontrolling owners. SFAS 160 became effective as of January 1, 2009. The adoption of SFAS 160 did not have a material effect on our Consolidated Financial Statements.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133 (“SFAS 161”). SFAS 161 provides for additional disclosure requirements for derivative instruments and hedging activities, including disclosures as to how and why a company uses derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS 133 and how derivative instruments and related hedged items affect a company’s financial position, financial performance, and cash flows. SFAS 161 became effective as of January 1, 2009. The adoption of SFAS 161 did not have a material effect on our Consolidated Financial Statements.

In June 2008, the FASB issued FASB Staff Position No. EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities (“FSP EITF 03-6-1”). FSP EITF 03-6-1 clarifies that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents, whether paid or unpaid, are participating securities to be included in the computation of earnings per share under the two-class method described in SFAS 128. The provisions of FSP EITF 03-6-1 became effective as of January 1, 2009, and require retrospective application. The adoption of FSP EITF 03-6-1 did not have a material impact on our Consolidated Financial Statements.

In December 2008, the FASB issued FASB Staff Position No FAS 132(R)-1, Employers’ Disclosure about Postretirement Benefit Plan Assets (“FSP SFAS 132(R)-1”). FSP SFAS 132(R)-1 provides guidance on an employers’ disclosures about plan assets of a defined benefit or other postretirement plan, to include investment policies and strategies; associated and concentrated risks; major asset categories and their fair values; inputs and valuation techniques used to measure fair-value of plan assets; and the net periodic benefit costs recognized for each annual period. FSP SFAS 132(R)-1 is effective for reporting periods ending after December 15, 2009. We are currently evaluating the potential impact the adoption of FSP SFAS 132(R)-1 will have on our Consolidated Financial Statements.

In April 2009, the FASB issued FSP No. 107-1 and APB Opinion No. 28-1, Interim Disclosures about Fair Value of Financial Instruments (“FSP SFAS 107-1 and APB 28-1”). FSP SFAS 107-1 and APB 28-1 amends FASB Statement No. 107, Disclosures about Fair Value of Financial Instruments, to require disclosures about fair value of financial instruments in interim financial statements as well as in annual financial statements and amends APB Opinion No. 28, Interim Financial Reporting, to require disclosures in summarized financial information at interim reporting periods. FSP SFAS 107-1 and APB 28-1 is effective for interim reporting periods ending after June 15, 2009. The adoption of FSP SFAS 107-1 and APB 28-1 did not have a material effect on our Consolidated Financial Statements.

In May 2009, the FASB issued SFAS No. 165, Subsequent Events (“SFAS 165”). SFAS 165 establishes general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Additionally, SFAS requires disclosure of the date through which subsequent events have been evaluated. The adoption of SFAS 165 did not have a material impact on our Consolidated Financial Statements.

In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles — a replacement of FASB Statement No. 162 (“SFAS 168”). SFAS 168 identifies the FASB Accounting Standards Codification (the “Codification”) as the sole source of U.S. GAAP recognized by the FASB. The Codification identifies only two levels of GAAP: authoritative and nonauthoritative. SFAS 168 is effective for interim and annual periods ending after September 15, 2009. We do not expect the adoption of SFAS 168 to have a material effect on our Consolidated Financial Statements.

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Item 3.   Quantitative and Qualitative Disclosures about Market Risk.

There have been no significant changes in our exposure to market risk from the information provided in Item 7A. Quantitative Disclosures about Market Risk on our Form 10-K filed with the SEC on February 18, 2009.

Item 4.   Controls and Procedures.

As of June 30, 2009, an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s management concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2009.

There were no changes in the Company’s internal control over financial reporting during the quarter ended June 30, 2009 that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1A.   Risk Factors.

Our business is subject to various risks and uncertainties. Any of these individual risks described below, or any number of these risks occurring simultaneously, could have a material effect on our Consolidated Financial Statements, business or results of operation. You should carefully consider these factors, as well as the other information contained in this document, when evaluating your investment in our securities.

We are subject to risks associated with global economic and political uncertainties

Like other companies, we are susceptible to macroeconomic downturns in the United States and abroad that may affect our performance and the performance of our customers and suppliers. Further, the global financial crisis may have an impact on our business and financial condition in ways that we currently cannot predict. The credit crisis and related turmoil in the global financial system has had and may continue to have an impact on our business and our financial condition. In addition to the impact that the global financial crisis has already had, we may face significant financial and operational challenges if conditions in the financial markets do not improve or continue to worsen. For example, an extension of the credit crisis to other industries (for example, the availability of financing for the purchase of commercial aircraft) could adversely impact overall demand for our products, which could have a negative effect on our revenues. In addition, our ability to access the traditional bank and capital markets may be severely restricted, which could have an adverse impact on our ability to react to changing economic and business conditions.

In addition, we are subject to various domestic and international risks and uncertainties, including changing social conditions and uncertainties relating to the current and future political climate. Changes in policy resulting from the new Presidential administration could have an adverse effect on the financial condition and the level of business activity of the defense industry or other market segments in which we participate. This may reduce our customers’ demand for our products and/or depress pricing of those products, resulting in a material adverse impact on our business, prospects, results of operations, revenues, and cash flows.

A significant amount of our future revenue is based on long-term contracts for new aircraft programs

We have signed several long-term contracts in recent years to produce titanium mill products and complex engineered assemblies for several new aircraft programs, including the Boeing 787, Lockheed Martin’s F-35 Joint Strike Fighter or “JSF,” and the Airbus family of aircraft, including the A380 and the A350XWB. In order to meet the delivery requirements of these contracts, we have invested in significant capital expansion projects. Because of the current global economic slowdown and production problems experienced by many of our customers, we have experienced significant delays in these programs. Further delays or program cancellations could have a material adverse impact on our business, prospects, results of operations, revenues, cash flows, and financial standing. In addition, several of our customer contracts are “take-or-pay” contracts that require our customers to take a minimum amount of product in a period. As program delays continue, some of our customers may not meet their contractual minimum amount of product. While we intend to bill these customers for their contractual minimum amount, if they fail to pay as required by their contracts, we may suffer a material adverse impact on our liquidity and results of operations.

The ability to successfully expand our operations in a timely and cost effective manner

In connection with several of our long-term commercial contracts, we have undertaken several major capital expansion projects which are currently estimated to continue through 2011, including the construction of our new titanium sponge plant and titanium rolling mill and forging press facilities. Construction of the sponge plant has been delayed because of the current global economic slowdown, and may be further delayed, idled, or abandoned. Our inability to successfully complete the construction of these facilities in a timely and cost effective manner, or at all, or obtain titanium sponge (our principle raw material) from an alternative source, could have a material adverse

34

effect on our business, financial condition and results of operations. If we were to indefinitely delay or abandon the construction of the sponge plant, we could suffer an adverse effect on our liquidity and our ability to meet our financial covenants under our credit agreement. Further, our undertaking of these significant initiatives places a significant demand on management, financial, and operational resources. Our success in these projects will depend upon the ability of key financial and operational management to ensure the necessary internal and external resources are in place to properly complete and operate these facilities.

We may be affected by our ability or inability to obtain financing

Our ability to access the traditional bank or capital markets in the future for additional financing, if needed, and our future financial performance could be influenced by our ability to meet current covenant requirements associated with our existing credit agreement, our credit rating, or other factors.

The demand for our products and services may be adversely affected by demand for our customers’ products and services

Our business is substantially derived from titanium mill products and fabricated metal parts, which are primarily used by our customers as components in the manufacture of their products. The ability or inability to meet our financial expectations could be directly impacted by our customers’ abilities or inabilities to meet their own financial expectations. A continued downturn in demand for our customers’ products and services could occur for reasons beyond their control such as unforeseen spending constraints, competitive pressures, rising prices, the inability to contain costs, and other domestic as well as global economic, environmental or political factors. A continued slowdown in demand by or complete loss of business from these customers could have a material impact on our financial position.

A substantial amount of revenue is derived from the commercial aerospace and defense industries and a limited number of customers

More than 80% of our annual revenue is derived from the commercial aerospace and defense industries. Within those industries are a relatively small number of consumers of titanium products. Those industries have historically been highly cyclical, resulting in the potential for sudden and dramatic changes in expected production and spending that, as a partner in the supply chain, can negatively impact our operational plans and, ultimately, the demand for our products and services. Some of our customers are particularly sensitive to the level of government spending on defense-related products. Sudden reductions in defense spending could occur due to economic or political changes which could result in a downturn in demand for defense-related titanium products. In addition, changes to existing defense procurement laws and regulations, such as the domestic preference for specialty metals, could adversely affect our results of operations. Many of our customers are dependent on the commercial airline industry which has shown to be subject to significant economic and political challenges due to threats or acts of terrorism, rising or volatile fuel costs, pandemics, or other outbreaks of infectious diseases, aggressive competition, global economic slowdown, and other factors. Any one or combination of these factors could occur suddenly and result in a reduction or cancellation in orders of new airplanes and parts which could have an adverse impact on our business. Neither the Company nor its customers may be able to project or plan in a timely manner for the impact of these events.

We may be subject to competitive pressures

The titanium metals industry is highly competitive on a worldwide basis. Our competitors are located primarily in the U.S., Japan, Russia, Europe, and China. Our Russian competitor, in particular, has significantly greater capacity than us and others in our industry. Not only do we face competition for a limited number of customers with other producers of titanium products, but we also must compete with producers of other generally less expensive materials of construction including stainless steel, nickel-based high temperature and corrosion resistant alloys, and composites.

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Our competitors could experience more favorable operating conditions than us including lower raw materials costs, more favorable labor agreements, or other factors which could provide them with competitive cost advantages in their ability to provide goods and services. Changes in costs or other factors related to the production and supply of titanium mill products compared to costs or other factors related to the production and supply of other types of materials of construction may negatively impact our business and the industry as a whole. New competitive forces unknown to us today could also emerge which could have an adverse impact on our financial performance. Our foreign competitors in particular may have the ability to offer goods and services to our customers at more favorable prices due to advantageous economic, environmental, political, or other factors.

We may experience a lack of supply of raw materials at costs that provide us with acceptable margin levels

The raw materials required for the production of titanium mill products (primarily titanium sponge and scrap) are acquired from a number of domestic and foreign suppliers. Although we have long-term contracts in place for the procurement of certain amounts of raw material and have begun the process of constructing a titanium sponge plant (which has been delayed due to the current global economy), we cannot guarantee that our suppliers can fulfill their contractual obligations nor can we guarantee that the construction of our sponge plant will not be further delayed, idled, or abandoned due to the global economic slowdown or other circumstances. Our suppliers may be adversely impacted by events within or outside of their control that may adversely affect our business operations. We cannot guarantee that we will be able to obtain adequate amounts of raw materials from other suppliers in the event that our primary suppliers are unable to meet our needs. We may experience an increase in prices for raw materials which could have a negative impact on our profit margins if we are unable to adequately increase product pricing, and we may not be able to project the impact that an increase in costs may cause in a timely manner. We may be contractually obligated to supply products to our customers at price levels that do not result in our expected margins due to unanticipated increases in the costs of raw materials. We may experience dramatic increases in demand and we cannot guarantee that we will be able to obtain adequate levels of raw materials at prices that are within acceptable cost parameters in order to fulfill that demand.

We are subject to changes in product pricing

The titanium industry is highly cyclical. Consequently, excess supply and competition may periodically result in fluctuations in the prices at which we are able to sell certain of our products. Price reductions may have a negative impact on our operating results. In addition, our ability to implement price increases is dependent on market conditions, often beyond our control. Given the long manufacturing lead times for certain products, the realization of financial benefits from increased prices may be delayed.

We may experience a shortage in the supply of energy or an increase in energy costs to operate our plants

We own twenty-four natural gas wells which provide some but not all of the non-electrical energy required by our Niles, Ohio operations. Because our operations are reliant on energy sources from outside suppliers, we may experience significant increases in electricity and natural gas prices, unavailability of electrical power, natural gas, or other resources due to natural disasters, interruptions in energy supplies due to equipment failure or other causes, or the inability to extend expiring energy supply contracts on favorable economical terms.

Our business could be harmed by strikes or work stoppages

Approximately 350 hourly, clerical and technical employees at our Niles, Ohio facility are represented by the United Steelworkers of America. Our current labor agreement with this union expires June 30, 2013. Approximately 160 hourly employees at our RTI Tradco facility in Washington, Missouri are represented by the International Association of Machinists and Aerospace Workers. Our current labor agreement with this union expires February 19, 2011.

We cannot be certain that we will be able to negotiate new bargaining agreements upon expiration of the existing agreements on the same or more favorable terms as the current agreements, or at all, without production

36

interruptions caused by a labor stoppage. If a strike or work stoppage were to occur in connection with the negotiation of a new collective bargaining agreement, or as a result of a dispute under our collective bargaining agreements with the labor unions, our business, financial condition and results of operations could be materially adversely affected.

Our business is subject to the risks of international operations

We operate subsidiaries and conduct business with suppliers and customers in foreign countries which exposes us to risks associated with international business activities. We could be significantly impacted by those risks, which include the potential for volatile economic and labor conditions, political instability, expropriation, and changes in taxes, tariffs, and other regulatory costs. We are also exposed to and can be adversely affected by fluctuations in the exchange rate of the United States Dollar against other foreign currencies, particularly the Canadian Dollar, the Euro and the British Pound. Although we are operating primarily in countries with relatively stable economic and political climates, there can be no assurance that our business will not be adversely affected by those risks inherent to international operations.

We are dependent on services that are subject to price and availability fluctuations

We often depend on third parties to provide outside material processing services that may be critical to the manufacture of our products. Purchase prices and availability of these services are subject to volatility. At any given time, we may be unable to obtain these critical services on a timely basis, at acceptable prices or on other acceptable terms, if at all. Further, if an outside processor is unable to produce to required specifications, our additional cost to cure may negatively impact our margins.

Our success depends largely on our ability to attract and retain key personnel

Much of our future success depends on the continued service and availability of skilled personnel, including members of our executive team, management, materials engineers and other technical specialists, and staff positions. The loss of key personnel could adversely affect our Company’s ability to perform until suitable replacements are found. There can be no assurance that the Company will be able to continue to successfully attract and retain key personnel.

The demand for our products and services may be affected by factors outside of our control

War, terrorism, natural disasters, and public health issues including pandemics, whether in the U.S. or abroad, have caused and could cause damage or disruption to international commerce by creating economic and political uncertainties that may have a negative impact on the global economy as a whole. Our business operations, as well as our suppliers’ and customers’ business operations, are subject to interruption by those factors as well as other events beyond our control such as governmental regulations, fire, power shortages, and others. Although it is impossible to predict the occurrences or consequences of any such events, they could result in a decrease in demand for the Company’s products, make it difficult or impossible for us to deliver products to our customers or to receive materials from our suppliers, and create delays and inefficiencies in our supply chain. Our operating results and financial condition may be adversely affected by these events.

The outcome of the U.S. Customs investigation of our previously filed duty drawback claims is uncertain

During 2007, the Company received notice from U.S. Customs indicating that certain duty drawback claims previously filed by the Company’s agent, on behalf of the Company, are under formal investigation. The investigation relates to discrepancies in, and lack of supporting documentation for, claims filed through the Company’s prior drawback broker. For additional detail regarding this investigation, see “Duty Drawback Investigation” in Item 3. Legal Proceedings, in our Annual Report on Form 10-K for the year ended December 31, 2008. The ultimate outcome of the U.S. Customs investigation cannot be determined, however, the outcome of this investigation could have an adverse impact on our financial performance.

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Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds.

The Company may repurchase shares of Common Stock under the RTI International Metals, Inc. share repurchase program approved by the Company’s Board of Directors on April 30, 1999, and which authorizes the repurchase of up to $15 million of RTI Common Stock. No shares were repurchased under this program during the three months ended June 30, 2009. At June 30, 2009, approximately $3 million of the $15 million remained available for repurchase. There is no expiration date specified for the share repurchase program.

In addition to the share repurchase program, employees may surrender shares to the Company to pay tax liabilities associated with the vesting of restricted stock awards under the 2004 Stock Plan. The number of shares of Common Stock surrendered to satisfy tax liabilities during the three months ended June 30, 2009 and 2008 were 226 and 99 shares, respectively.

Item 4.   Submission of Matters to a Vote of Security Holders.

The annual meeting of shareholders was held on April 24, 2009. In connection with the meeting, proxies were solicited pursuant to the Securities Exchange Act of 1934. The following are the voting results on proposals considered and voted upon at the meeting, all of which were described in the Company’s proxy statement for such meeting.

All nominees for directors listed in the proxy statement were elected. Listed below are the names of each director elected, together with their individual vote totals.

Nominee	For		Withheld
Craig R. Andersson		19,790,313		1,613,601
Daniel I. Booker		19,791,484		1,612,430
Donald P. Fusilli, Jr.		20,801,970		601,944
Ronald L. Gallatin		20,776,292		627,622
Charles C. Gedeon		19,819,524		1,584,390
Robert M. Hernandez		20,655,544		748,370
Dawne S. Hickton		20,701,606		702,308
Edith E. Holiday		19,647,092		1,756,822
Bryan T. Moss		19,845,531		1,558,383
Michael C. Wellham		20,807,270		596,644
James A. Williams		20,794,739		609,175

The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2009 was ratified.

	For		Against		Abstain
Ratification of independent registered public accounting firm		21,231,233		138,477		34,206

The proposed RTI International Metals, Inc Employee Stock Purchase Plan was approved by the shareholders and the total vote on the plan is listed below.

	For		Against		Abstain
Approval of the RTI International Metals, Inc Employee Stock Purchase Plan		16,711,377		1,363,115		824,671

Item 6.   Exhibits.

The exhibits listed on the Index to Exhibits are filed herewith and incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

RTI INTERNATIONAL METALS, INC.

Dated: August 10, 2009

By  /s/  William T. Hull

William T. Hull

Senior Vice President and Chief Financial Officer

(Principal Accounting Officer)

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INDEX TO EXHIBITS

Exhibit
No.			Description
	4	.1	Amended and Restated Credit Agreement dated September 8, 2008.
	4	.3	Credit Agreement Between RTI Claro, Inc., as borrower, RTI International Metals, Inc., as guarantor, and National City Bank, Canada Branch, as lender, dated December 27, 2006.
	4	.4	Credit Amending Agreement, dated September 27, 2007, related to the Credit Agreement between RTI Claro, Inc., as borrower, RTI International Metals, Inc., as guarantor, and National City Bank, Canada Branch, as lender.
	4	.5	Second Credit Amending Agreement, dated September 8, 2008, related to the Credit Agreement between RTI Claro, Inc., as borrower, RTI International Metals, Inc., as guarantor, and National City Bank, Canada Branch, as lender, incorporated by reference to exhibit 10.2 to the Company’s Current Report on Form 8-K for the event dated September 8, 2008.
	10	.1	RTI International Metals, Inc. Employee Stock Purchase Plan incorporated by reference to Annex A to the Company’s Notice of Annual Meeting of Shareholders and Proxy Statement, Form 14A, dated February 23, 2009.
	31	.1	Certification of Chief Executive Officer required by Item 307 of Regulation S-K as promulgated by the Securities and Exchange Commission and pursuant to Section 302 of Sarbanes-Oxley Act of 2002, filed herewith.
	31	.2	Certification of Principal Financial Officer required by Item 307 of Regulation S-K as promulgated by the Securities and Exchange Commission and pursuant to Section 302 of Sarbanes-Oxley Act of 2002, filed herewith.
	32	.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
	32	.2	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

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EX-4.1

Exhibit 4.1

$425,000,000.00

FIRST AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of September 8, 2008

among

RTI INTERNATIONAL METALS, INC.
as Borrower

and

The Lenders Party Hereto

and

NATIONAL CITY BANK
as Administrative Agent

and

CITIBANK, N.A.
as Syndication Agent

and

PNC BANK, NATIONAL ASSOCIATION
as Documentation Agent

and

PNC CAPITAL MARKETS LLC and FIFTH THIRD BANK
as Co-Lead Arrangers

and

PNC CAPITAL MARKETS LLC
as Sole Bookrunner

TABLE OF CONTENTS

			Page
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS				1
	Section 1.01	Defined Terms		1
	Section 1.02	Other Interpretive Provisions		25
	Section 1.03	Accounting Terms		26
	Section 1.04	Times of Day		26
	Section 1.05	Rounding		26
ARTICLE II THE COMMITMENTS AND LOANS				27
	Section 2.01	Revolving Loans		27
	Section 2.02	Term Loans		27
	Section 2.03	Swing Loans		28
	Section 2.04	Letters of Credit		28
	Section 2.05	Term Loan Borrowing; Revolving Loan Borrowings, Swing Loan Borrowings		29
	Section 2.06	Conversions or Continuations		34
	Section 2.07	Prepayments		35
	Section 2.08	Termination or Reduction of Commitments		37
	Section 2.09	Repayment of Loans		37
	Section 2.10	Interest		38
	Section 2.11	Interest Rate Determination		38
	Section 2.12	Fees		39
	Section 2.13	Computation of Interest and Fees		40
	Section 2.14	Evidence of Debt		40
	Section 2.15	Payments Generally; Administrative Agent’s Clawback		41
	Section 2.16	Sharing of Payments by Lenders		42
	Section 2.17	Increase in the Aggregate Revolving Credit Commitments		42
	Section 2.18	Extension of Revolving Credit Maturity Date		44
	Section 2.19	Issuance of Letters of Credit		48
ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY				52
	Section 3.01	Taxes		52
	Section 3.02	Illegality		55
	Section 3.03	Inability to Determine Rates		55
	Section 3.04	Increased Costs; Reserves on Eurodollar Rate Loans		56
	Section 3.05	Compensation for Losses		57
	Section 3.06	Mitigation Obligations; Replacement of Lenders		58
	Section 3.07	Survival		59
ARTICLE IV CONDITIONS PRECEDENT				59
	Section 4.01	Conditions of Effectiveness		59
	Section 4.02	Conditions to Borrowing and Issuance of Letters of Credits		61
	Section 4.03	Conditions to Commitment Increases		61

			Page
ARTICLE V REPRESENTATIONS AND WARRANTIES				62
	Section 5.01	Organization, Good Standing and Qualification		62
	Section 5.02	Authority		62
	Section 5.03	Governmental Filings; No Violations		62
	Section 5.04	Financial Statements		63
	Section 5.05	Disclosure		63
	Section 5.06	Material Adverse Change		64
	Section 5.07	Litigation		64
	Section 5.08	Employee Benefits		64
	Section 5.09	Compliance with Laws		65
	Section 5.10	Environmental Matters		66
	Section 5.11	Payment of Taxes		66
	Section 5.12	Intellectual Property		67
	Section 5.13	Title to Properties		67
	Section 5.14	Material Contracts		67
	Section 5.15	Insurance		67
	Section 5.16	Federal Reserve Regulations		68
	Section 5.17	Investment Company		68
	Section 5.18	Subsidiaries		68
	Section 5.19	Solvency		68
	Section 5.20	Pledged Equity		69
	Section 5.21	Pari Passu		69
ARTICLE VI AFFIRMATIVE COVENANTS				69
	Section 6.01	Financial Reporting		69
	Section 6.02	Notices		71
	Section 6.03	Use of Proceeds		71
	Section 6.04	Preservation of Existence		72
	Section 6.05	Insurance		72
	Section 6.06	Compliance with Laws		72
	Section 6.07	Access		72
	Section 6.08	Payment Taxes and Other Obligations		73
	Section 6.09	New Material Subsidiaries		73
	Section 6.10	Maintenance of Properties and Leases		73
	Section 6.11	Keeping of Records and Books of Account		73
	Section 6.12	Further Assurances		74
	Section 6.13	Transactions With Affiliates		74
ARTICLE VII NEGATIVE COVENANTS				74
	Section 7.01	Debt		74
	Section 7.02	Liens		76
	Section 7.03	Fiscal Year; Nature of Business, Accounting Policies		76
	Section 7.04	Financial Covenants		76
	Section 7.05	Liquidations, Mergers and Consolidations		76
	Section 7.06	Dispositions of Assets or Subsidiaries		77
	Section 7.07	Dividends and Related Distributions		78

ii

			Page
	Section 7.08	Changes in Organizational Documents		78
	Section 7.09	Negative Pledge		79
ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES				79
	Section 8.01	Events of Default		79
	Section 8.02	Remedies Upon Event of Default		81
	Section 8.03	Application of Funds		82
	Section 8.04	Actions in Respect of the Letters of Credit Upon Event of Default; L/C Cash Collateral Account		82
ARTICLE IX ADMINISTRATIVE AGENT; DOCUMENTATION AGENT				85
	Section 9.01	Appointment and Authority		85
	Section 9.02	Rights as a Lender		86
	Section 9.03	Exculpatory Provisions		86
	Section 9.04	Reliance by Administrative Agent and/or Documentation Agent		87
	Section 9.05	Delegation of Duties		88
	Section 9.06	Resignation of Administrative Agent		88
	Section 9.07	Non-Reliance on Administrative Agent or Documentation Agent and Other Lenders		89
	Section 9.08	No Other Duties, Etc.		89
ARTICLE X MISCELLANEOUS				90
	Section 10.01	Amendments, Etc.		90
	Section 10.02	Notices; Effectiveness; Electronic Communication		91
	Section 10.03	No Waiver; Cumulative Remedies		92
	Section 10.04	Expenses; Indemnity; Damage Waiver		93
	Section 10.05	Payments Set Aside		95
	Section 10.06	Successors and Assigns		95
	Section 10.07	Treatment of Certain Information; Confidentiality		99
	Section 10.08	Right of Setoff		100
	Section 10.09	Interest Rate Limitation		100
	Section 10.10	Counterparts; Integration; Effectiveness		100
	Section 10.11	Survival of Representations and Warranties		101
	Section 10.12	Severability		101
	Section 10.13	Replacement of Lenders		101
	Section 10.14	Governing Law; Jurisdiction; Etc.		102
	Section 10.15	Waiver of Jury Trial		103
	Section 10.16	USA PATRIOT Act Notice		103
	Section 10.17	Amendment and Restatement		103

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			Page
SCHEDULES
Schedule 2.01	—	Revolving Credit Commitments and Applicable Revolving Credit Percentages
Schedule 2.02	—	Term Loan Commitments and Applicable Term Loan Percentages
Schedule 2.04	—	Existing Letters of Credit
Schedule 2.10	—	Applicable Margins
Schedule 5.07	—	Litigation
Schedule 5.18	—	Subsidiaries
Schedule 7.01(a)	—	Existing Debt
Schedule 7.01(b)	—	Existing Subsidiary Debt
Schedule 7.02	—	Existing Liens
Schedule 7.07	—	Restrictions on Dividends
Schedule 10.02	—	Notice Information

EXHIBITS
Exhibit A	—	Form of Loan Notice
Exhibit B	—	Form of Conversion or Continuation Notice
Exhibit C	—	Form of Revolving Credit Commitment Increase Notice
Exhibit D	—	Form of Promissory Note (Revolving Loan)
Exhibit E	—	Form of Promissory Note (Term Loan)
Exhibit F	—	Form of Assignment and Assumption
Exhibit G	—	Form of Subsidiary Guaranty
Exhibit H	—	Form of Pledge Agreement
Exhibit I	—	Form of Compliance Certificate

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FIRST AMENDED AND RESTATED CREDIT AGREEMENT

          This FIRST AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of September 8, 2008 among RTI INTERNATIONAL METALS, INC., an Ohio corporation (the “Borrower”), each lender from time to time party hereto, PNC BANK, NATIONAL ASSOCIATION, as issuer of letters of credit, PNC BANK NATIONAL ASSOCIATION, as Documentation Agent, CITIBANK, N.A., as Syndication Agent, PNC CAPITAL MARKETS LLC and FIFTH THIRD BANK, as Co-Lead Arrangers, and NATIONAL CITY BANK, as Swing Loan Bank and Administrative Agent.

          WHEREAS, the Borrower, various financial institutions and Citibank, N.A., as administrative agent for such various financial institutions, entered into that certain Credit Agreement, dated as of September 27, 2007 (as amended prior to the date hereof, the “Existing Credit Agreement”);

          WHEREAS, the Borrower has requested that the Lenders (as defined below) amend and restate the Existing Credit Agreement in order to provide a credit facility to make loans to the Borrower and that the Issuing Bank issue Letters of Credit on the Borrower’s behalf, and the Lenders and the Issuing Bank are willing to do so on the terms and conditions set forth herein; and

          WHEREAS, the Administrative Agent, the Documentation Agent and the Lenders are willing to amend and restate the Existing Credit Agreement in order to provide such credit upon the terms and conditions hereinafter set forth.

          In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

          Section 1.01 Defined Terms.

          As used in this Agreement, the following terms shall have the meanings set forth below:

          “Act” has the meaning assigned to such term in Section 10.16.

          “Administrative Agent” means National City Bank, in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

          “Administrative Agent Fee Letter” means that certain fee letter, dated September 3, 2008, by and between the Borrower and the Administrative Agent, as amended, modified or supplemented from time to time.

          “Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders.

          “Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

          “Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

          “Aggregate Commitments” means the Commitments, as applicable, of all the Lenders.

          “Aggregate Revolving Credit Commitments” means the Revolving Credit Commitments of all the Lenders.

          “Aggregate Term Loan Commitments” means the Term Loan Commitments of all the Lenders.

          “Agreement” means this First Amended and Restated Credit Agreement.

          “Applicable Margin” means, from time to time, the percentages per annum determined by reference to the Leverage Ratio in respect of the facility fee pursuant to Section 2.12(a), the Revolving Loans which are Eurodollar Rate Loans and the Term Loans, as set forth on Schedule 2.10.

          “Applicable Revolving Credit Percentage” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Revolving Credit Commitments represented by such Lender’s Revolving Credit Commitment at such time. If the commitment of each Lender to make Revolving Credit Loans has been terminated pursuant to Section 8.02 or if the Aggregate Revolving Credit Commitments have expired, then the Applicable Revolving Credit Percentage of each Lender shall be determined based on the Applicable Revolving Credit Percentage of such Lender most recently in effect, giving effect to any subsequent assignments or increase in Revolving Credit Commitments. The initial Applicable Revolving Credit Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

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          “Applicable Term Loan Percentage” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Term Loan Commitments represented by such Lender’s Term Loan Commitment at such time. The initial Applicable Term Loan Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.02 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

          “Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

          “Asbestos” includes chrysotile, amosite, crocidolite, tremolite asbestos, anthophyllite asbestos, actinolite asbestos, asbestos winchite, asbestos richterite, and any of these minerals that have been chemically treated and/or altered and any asbestiform variety, type or component thereof and any asbestos-containing material.

          “Asbestos-Containing Material” means any material containing Asbestos, including, without limitation, any Asbestos-containing products, automotive or industrial parts or components, equipment, improvements to real property and any other material that contains Asbestos.

          “Assignment and Assumption” means an Assignment and Assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required hereunder), and accepted by the Administrative Agent, in substantially the form of Exhibit F or any other form approved by the Administrative Agent.

          “Assuming Revolving Credit Lender” has the meaning specified in Section 2.17(d).

          “Audited Financial Statements” means the audited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2007 and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Borrower and its Subsidiaries, including the notes thereto.

          “Authorized Officer” the chief executive officer, president, chief financial officer, senior vice president of strategic planning and finance, assistant treasurer or treasurer of a Loan Party, acting singly or any officer designated by any such Loan Party. Any document delivered hereunder that is signed by an Authorized Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Authorized Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

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          “Availability Period” means the period from and including the Closing Date to the Revolving Credit Maturity Date.

          “Available Amount” of any Letter of Credit means, at any time, the maximum amount available to be drawn under such Letter of Credit at such time (assuming the compliance at such time with all conditions to drawing).

          “Bankruptcy and Equity Exception” has the meaning specified in Section 5.02.

          “Base Rate” means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced by the Administrative Agent from time to time as the Administrative Agent’s “prime rate.” Any change in such rate announced by the Administrative Agent shall take effect at the opening of business on the day specified in the public announcement of such change.

          “Base Rate Loan” means a Loan that bears interest based on the Base Rate.

          “Borrower” has the meaning specified in the introductory paragraph hereto.

          “Borrower Materials” has the meaning assigned to such term in Section 6.01.

          “Borrowing” means a Revolving Loan Borrowing, a Swing Loan Borrowing or a Term Loan Borrowing.

          “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located and, if such day relates to any Eurodollar Rate Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

          “Capitalized Lease” of a Person means any lease of property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared in accordance with GAAP.

          “Capitalized Lease Obligations” of a Person means the amount of the obligations of such Person under Capitalized Leases which would be shown as a liability on a balance sheet of such Person prepared in accordance with GAAP.

          “Cash Equivalents” means any of the following types of investments, to the extent owned by the Borrower or its Domestic Subsidiaries free and clear of all Liens, (i) securities issued or directly and fully guaranteed or insured by the United States Government or any agency instrumentality thereof having maturities of not more than six months from the date of acquisition, (ii) time deposits, certificates of deposit and eurodollar time deposits with

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maturities of not more than six months from the date of acquisition, bankers’ acceptances with maturities not exceeding six months from the date of acquisition and overnight bank deposits, in each case with any Lender or with any domestic commercial bank having capital and surplus in excess of Five Hundred Million and 00/100 Dollars ($500,000,000.00), (iii) repurchase obligations with a term of not more than thirty (30) days for underlying securities of any of the types described in clauses (i) or (ii) and entered into with any bank meeting the qualifications specified in clause (ii) above, (iv) commercial paper maturing in one hundred eighty (180) days or less rated not lower than “A-1” by S&P or “P-1” by Moody’s on the date of acquisition, (v) variable rate demand notes whether recorded as cash equivalents or short-term investments under GAAP and rated not lower than A-1 by S&P or P-1 by Moody’s on the date of acquisition and credit enhanced either by a letter of credit from a bank meeting the qualifications specified in clause (ii) above or by bond insurance and (vi) shares of any money market fund that (i) has at least eighty percent (80%) of its assets invested continuously in the types of investments referred to in clauses (i), (ii), (iii) and (iv) above, (ii) has net assets of not less than Five Hundred Million and 00/100 Dollars ($500,000,000.00.) and (iii) is rated at least “AAA” by S&P and, if rated by Moody’s, “Aaa” by Moody’s.

          “Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Entity or (c) compliance by any Lender (or, for the purpose of Section 3.04(b), any Lending Office of such Lender or by such Lender’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Entity.

          “Change of Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof), of equity interests representing more than fifty percent (50%) of the aggregate ordinary voting power represented by the issued and outstanding equity interests in the Borrower or (b) the occupation of a majority of the seats (other than vacant seats) on the board of directors of the Borrower by Persons who were not (i) directors of the Borrower on the date of this Agreement, (ii) nominated by the board of directors of the Borrower, or (iii) appointed by directors referred to in the preceding clauses (i) and (ii).

          “Closing Date” means the first date that all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01.

          “Code” means the Internal Revenue Code of 1986, as amended from time to time.

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          “Co-Lead Arranger Fee Letter” means that certain fee letter, dated August 28, 2008, by and between the Borrower and Fifth Third Bank, as amended, modified or supplemented from time to time.

          “Commitment” means a Term Loan Commitment, a Revolving Credit Commitment, a Swing Loan Commitment or a Letter of Credit Commitment.

          “Company Foreign Benefit Plan” has the meaning assigned to such term in Section 5.08(g).

          “Compensation and Benefit Plan” means, with respect to any Person, any bonus, deferred compensation, pension, retirement, profit-sharing, thrift, savings, employee stock ownership, stock bonus, stock purchase, change in control, retention, restricted stock, stock option, employment, termination, severance, compensation, medical, health or other compensation or benefit plan, including, without limitation, each “employee benefit plan” within the meaning of Section 3(3) of ERISA, that covers employees or former employees, or directors or former directors of such Person or any of its Subsidiaries, or to which contributions are made or otherwise required to be made, by such Person or any of its Subsidiaries, together with any trust agreement or insurance contract forming a part of such Compensation and Benefit Plan.

          “Consolidated Debt” means, at any time, all Debt that would be required to appear as liabilities on the consolidated balance sheet of the Borrower and its Subsidiaries prepared in accordance with GAAP plus all guarantee obligations (or obligations having the economic effect of guarantee obligations) of the Borrower or any Subsidiary in respect of Debt of Persons other than the Borrower or any Subsidiary.

          “Consolidated EBITDA” means, for any period, the sum (without duplication) of (a) Consolidated Net Income for such period, plus, without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of (i) Consolidated Interest Expense for such period, (ii) income tax expense for such period, and (iii) depreciation and amortization expense for such period, all determined on a consolidated basis for each such item in accordance with GAAP; (iv) all other non-cash charges (including impairment charges with respect to good will) and expenses (including stock based compensation) of the Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP, (v) charges, expenses and fees incurred in connection with this Agreement and the Loans, (vi) non-recurring charges, fees and expenses incurred in connection with corporate restructurings and acquisitions, in an aggregate amount not to exceed Ten Million and 00/100 Dollars ($10,000,000.00) in any calendar year and not to exceed Twenty-Five Million and 00/100 Dollars ($25,000,000.00) during the term of this Agreement, and minus, to the extent included in determining such consolidated net income, any non-cash income or non-cash gains, all as determined on a consolidated basis in accordance with GAAP. EBITDA will be calculated on a pro forma basis to give effect to acquisitions and sales (other than in the ordinary course of business) by the

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Borrower and its consolidated subsidiaries consummated on or after the first (1^st) day of a measurement period and prior to the date of determination as if effective on the first (1^st) day of such period.

          “Consolidated Interest Expense” means, for any period, the total interest expense of the Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP with respect to all outstanding Debt of the Borrower and its Subsidiaries.

          “Consolidated Net Income” means, for any period, net income for the Borrower and the Subsidiaries for such period determined on a consolidated basis in accordance with GAAP.

          “Consolidated Net Tangible Assets” means, at any time, the total assets less all Intangible Assets appearing on the consolidated balance sheet of the Borrower as of the end of the most recently concluded fiscal quarter of the Borrower.

          “Contingent Obligation” of a Person means any obligation arising under any agreement, undertaking or arrangement by which such Person (a) assumes, guarantees, endorses, contingently agrees to purchase or provide funds for the payment of, or otherwise becomes or is contingently liable for, the Debt or other financial obligation or similar liability of any other Person, excluding guarantees of the obligations of any Subsidiary which do not constitute Debt of such Subsidiary, or (b) agrees to maintain the net worth or working capital or other financial condition of any other Person, or (c) otherwise assures any creditor of such other Person against loss, but excluding endorsements of instruments for deposit or collection in the ordinary course of business.

          “Contracts” has the meaning specified in Section 5.03(b).

          “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

          “Controlled Group” means all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with any of the Loan Parties and/or one or more of the Subsidiaries, are treated as a single employer (i) under Section 414(b) or (c) of the Code or (ii) for the purposes of Section 302 of ERISA or Section 412 of the Code, under Section 414(b), (c), (m) or (o) of the Code.

          “Conversion or Continuation Notice” means a notice of conversion or continuation delivered pursuant to Section 2.06, which, if in writing, shall be substantially in the form of Exhibit B.

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          “Debt” of a Person means such Person’s (a) obligations for borrowed money, (b) obligations representing the deferred purchase price of property or services (other than accounts payable and accrued expenses arising in the ordinary course of such Person’s business payable on terms customary in the trade and not evidenced by a note), (c) obligations, whether or not assumed, secured by Liens or payable out of the proceeds or production from property now or hereafter owned or acquired by such Person, (d) obligations which are evidenced by notes, bonds, or similar instruments, (e) Capitalized Lease Obligations, (f) Contingent Obligations and (g) obligations for which such Person is obligated pursuant to or in respect of a letter of credit and, for the purpose of Section 7.01 only, Hedging Agreements.

          “Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

          “Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

          “Defaulting Lender” means any Lender that (a) has failed to fund any portion of the Loans required to be funded by it hereunder within one (1) Business Day of the date required to be funded by it hereunder, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one (1) Business Day of the date when due, unless the subject of a good faith dispute, or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

          “Default Rate” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Margin, if any, applicable to Base Rate Loans plus (c) two percent (2%) per annum; provided, however, that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Margin) otherwise applicable to such Loan plus two percent (2%) per annum.

          “Documentation Agent” means PNC Bank, National Association, in its capacity as documentation agent under any of the Loan Documents, or any successor documentation agent.

          “Documentation Agent Fee Letter” means that certain engagement letter, dated July 28, 2008, by and between the Borrower and the Documentation Agent, as amended, modified or supplemented from time to time.

          “Dollar” and “$” mean lawful money of the United States.

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          “Domestic Subsidiary” means any Subsidiary of the Borrower organized under the laws of (i) any State of the United States or the District of Columbia or (ii) any commonwealth, territory or possession of the United States.

          “Eligible Assignee” means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; and (d) any other Person (other than a natural person) approved by the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower (such approval of the Administrative Agent and the Borrower, as applicable, not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include the Borrower or any of the Borrower’s Affiliates or Subsidiaries.

          “Environmental Law” means any applicable Law (including common law) relating to: (a) pollution; (b) the protection of the environment (including air, water, soil, subsurface strata and natural resources) or public health and safety; and (c) the regulation of the generation, use, storage, handling, transportation, treatment, release, remediation or disposal of Hazardous Substances.

          “Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Substances, (c) exposure to any Hazardous Substances, (d) the release or threatened release of any Hazardous Substances into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

          “ERISA Affiliate” means any Person, trade or business that together with any Loan Party is or was treated as a single-employer within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001(b) of ERISA.

          “ERISA Event” means (a) a Reportable Event with respect to any Pension Plan, (b) the occurrence of an accumulated funding deficiency (whether or not waived) within the meaning of Section 412 of the Code or Section 302 of ERISA with respect to any Pension Plan or the filing of an application to waive the funding requirements with respect to any Pension Plan, (c) the withdrawal of a Loan Party or any ERISA Affiliate from a Plan during a plan year in which such Loan Party or ERISA Affiliate was a “substantial employer” as defined in Section 4001(a)(2) of ERISA with respect to any Plan, (d) the termination of a Pension Plan, the filing of a notice of intent to terminate such Pension Plan or the treatment of an amendment of such Pension Plan as a termination under Section 4041 of ERISA, (e) the institution by the PBGC of

9

proceedings to terminate a Pension Plan or to appoint a trustee to administer a Pension Plan, (f) any event or condition which could reasonable be expected to constitute grounds under Section 4042 of ERISA for the termination of, or appointment of a trustee to administer, such Plan, (g) the imposition upon any Loan Party or ERISA Affiliate of any withdrawal liability, or (h) the reorganization or insolvency of any Multiemployer Plan.

          “Eurodollar Rate” means for any Interest Period with respect to a Eurodollar Rate Loan, an interest rate per annum equal to the rate per annum obtained by dividing (a) the rate per annum (rounded upward to the nearest whole multiple of 1/100 of 1% per annum) appearing on Reuters LIBOR01 Screen (or any successor page) as the London interbank offered rate for deposits in U.S. dollars at approximately 11:00 A.M. (London time) two (2) Business Days prior to the first (1^st) day of such Interest Period for a term comparable to such Interest Period or, if for any reason such rate is not available, the average (rounded upward to the nearest whole multiple of 1/100 of 1% per annum, if such average is not such a multiple) of the rate per annum at which deposits in U.S. dollars are offered by the principal office of National City Bank in London, England to prime banks in the London interbank market at 11:00 A.M. (London time) two (2) Business Days before the first (1^st) day of such Interest Period in an amount substantially equal to National City Bank’s Eurodollar Rate Loan comprising part of such Borrowing to be outstanding during such Interest Period and for a period equal to such Interest Period by (b) a percentage equal to one hundred percent (100%) minus the Eurodollar Rate Reserve Percentage for such Interest Period. If the Reuters LIBOR01 Screen (or any successor page) is unavailable, the Eurodollar Rate for any Interest Period for each Eurodollar Rate Loan comprising part of the same Borrowing shall be determined by National City Bank.

          “Eurodollar Rate Loan” means a Loan that bears interest at a rate based on the Eurodollar Rate.

          “Eurodollar Rate Reserve Percentage” for any Interest Period for all Eurodollar Rate Loans comprising part of the same Borrowing means the reserve percentage applicable two (2) Business Days before the first (1^st) day of such Interest Period under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve System in New York City with respect to liabilities or assets consisting of or including eurocurrency liabilities (or with respect to any other category of liabilities that includes deposits by reference to which the interest rate on Eurodollar Rate Loans is determined) having a term equal to such Interest Period.

          “Event of Default” has the meaning specified in Section 8.01.

          “Exchange Act” means the Securities Exchange Act of 1934, as amended.

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          “Excluded Taxes” means, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which the Borrower is located and (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 10.13), any withholding tax imposed by the jurisdiction in which the Borrower is resident that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office) or the date on which a Participant becomes entitled to the benefits of Section 3.01 pursuant to Section 10.06(d) or is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 3.01(e), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 3.01(a).

          “Existing Credit Agreement” has the meaning set forth in the preamble to this Agreement.

          “Existing Letters of Credit” means each “Letter of Credit” issued pursuant to the terms of, and as defined in, the Existing Credit Agreement and outstanding on the Closing Date and set forth on Schedule 2.04 hereto.

          “Extended Revolving Credit Maturity Date” has the meaning specified in Section 2.18(a).

          “Extending Revolving Credit Lender” has the meaning specified in Section 2.18(a)(i).

          “Federal Funds Rate” means, for any day, a fluctuating interest rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average quotations (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) for such day for such transactions received by the

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Administrative Agent from three (3) Federal funds brokers of recognized standing selected by the Administrative Agent.

          “Financial Officer” of a Person means the chief financial officer, principal accounting officer, treasurer or controller of such Person or any officer having substantially the same position for such Person.

          “Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

          “Foreign Subsidiary” means each Subsidiary which is not a Domestic Subsidiary.

          “FRB” means the Board of Governors of the Federal Reserve System of the United States.

          “Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

          “GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

          “Governmental Entity” has the meaning specified in Section 5.03(a).

          “Guarantors” means the Material Subsidiaries that are Domestic Subsidiaries as of the date hereof and each other Subsidiary that has executed the Subsidiary Guaranty pursuant to Section 6.09.

          “Guaranty Supplement” means a Guaranty Supplement in the form attached as Exhibit B to the Subsidiary Guaranty.

          “Hazardous Substance” means any chemical, material or substance that is defined as harmful to human health, the environment, or natural resources by any Environmental Law, including without limitation, petroleum, petroleum products, Asbestos, and Asbestos-Containing Materials.

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          “Hedging Agreement” means any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement or puts and calls on any of the foregoing and with respect to equity securities.

          “Increasing and Extending Revolving Credit Lender” has the meaning specified in Section 2.18(a)(ii).

          “Increasing Revolving Credit Lender” has the meaning specified in Section 2.17(b).

          “Indemnified Taxes” means Taxes other than Excluded Taxes.

          “Indemnitee” has the meaning specified in Section 10.04(b).

          “Information” has the meaning assigned to such term in Section 10.07.

          “Intangible Assets” means, at any date, the amount (if any) stated under the heading “Goodwill and Other Intangible assets, net” or under any other heading relating to intangible assets separately listed, in each case, on the face of a balance sheet of the Borrower prepared on a consolidated basis as of such date.

          “Intellectual Property Rights” shall mean all patents, patent applications, trademarks, trade names, service marks, brand names, copyrights, technology, know-how, computer software programs or applications, databases and tangible or intangible proprietary information or materials that are currently used in the Borrower’s and its Subsidiaries’ businesses and as to which Borrower and its Subsidiaries have rights.

          “Interest Payment Date” means, (a) as to any Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan and the Revolving Credit Maturity Date or the Term Loan Maturity Date, as applicable, and, if such Interest Period has a duration of more than three (3) months, on each day that occurs during such Interest Period every three (3) months from the first (1^st) day of such Interest Period and on the date such Eurodollar Rate advance shall be converted or paid in full; and (b) as to any Base Rate Loan, the last Business Day of each calendar quarter commencing September 30, 2008 and the Revolving Credit Maturity Date or the Term Loan Maturity Date, as applicable.

          “Interest Period” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the last day of the Interest Period determined in accordance with Section 2.11; provided that:

          (i) the Interest Period for any Eurodollar Rate Loan shall be for a period of

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one (1), two (2), three (3) or six (6) months;

          (ii) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless, in the case of a Eurodollar Rate Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

          (iii) any Interest Period pertaining to a Eurodollar Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

          (iv) no Interest Period shall extend beyond the Revolving Credit Maturity Date or the Term Loan Maturity Date, as applicable.

          “Investment Quebec Facility” means the loan facility up to the aggregate principal amount of Five Million One Hundred Seventy-Five Thousand and 00/100 Canadian Dollars (CDN $5,175,000.00) between Investissement Quebec and RTI-Claro, Inc. dated as of July 24, 2006.

          “IRS” means the United States Internal Revenue Service.

          “Issuing Bank” means PNC Bank, National Association, as the issuer of Letters of Credit, or such other Lender as shall, with the consent of the Issuing Bank, the Borrower and the Administrative Agent, have assumed the obligations of the Issuing Bank with respect to all or any of the Letters of Credit hereunder.

          “L/C Cash Collateral Account” has the meaning specified in Section 8.04(b).

          “L/C Cash Collateral Account Collateral” has the meaning specified in Section 8.04(b).

          “L/C Cash Collateral Account Investments” has the meaning specified in Section 8.04(c).

          “L/C Cash Collateral Account Obligations” has the meaning specified in Section 8.04(e)(i).

          “L/C Related Documents” has the meaning specified in Section 2.19(e)(i).

          “Law” means any law (including common law), constitution, statute, treaty, regulation, rule, ordinance, opinion, release, ruling, order, injunction, writ, decree, bond,

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judgment, authorization or approval, lien or award of or settlement agreement with any Governmental Entity.

          “Lenders” means the Banks listed on the signature pages hereof and each assignee that shall become a party hereto pursuant to Section 10.06 and shall include the Swing Loan Bank and the Issuing Bank.

          “Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

          “Letter of Credit” has the meaning specified in Section 2.04(a).

          “Letter of Credit Agreement” has the meaning specified in Section 2.19(a)(i).

          “Letter of Credit Commitment” means, with respect to the Issuing Bank, the obligation of the Issuing Bank to issue Letters of Credit for the account of the Borrower in an amount not to exceed at any one time the Letter of Credit Facility, as such amount may be reduced from time to time by the Available Amount of any outstanding Letter of Credit issued by any other Issuing Bank.

          “Letter of Credit Facility” means an aggregate amount not to exceed Forty Million and 00/100 Dollars ($40,000,000.00) at any time outstanding.

          “Letter of Credit Loan” means a payment by the Issuing Bank of a draft drawn under any Letter of Credit pursuant to Section 2.19(b) or, without duplication, a payment by a Lender in respect thereof pursuant to Section 2.19(b).

          “Letter of Credit Outstandings” means, at any time, the aggregate Available Amount of all Letters of Credit plus the aggregate outstanding principal amount of all Letter of Credit Loans.

          “Leverage Ratio” has the meaning specified in Section 7.04(a).

          “Lien” means any security interest, lien (statutory or other), mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, the interest of a vendor or lessor under any conditional sale, Capitalized Lease or other title retention agreement).

          “Litigation Claims” has the meaning specified in Section 5.07.

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          “Loan Documents” means this Agreement, each Note, each Subsidiary Guaranty, each Pledge Agreement, the Administrative Agent Fee Letter and the Documentation Agent Fee Letter.

          “Loan Notice” means an Activity Report, pursuant to Section 2.05, which, shall be substantially in the form of Exhibit A.

          “Loan Parties” means, collectively, the Borrower and the Guarantors.

          “Loans” means all Term Loans, all Revolving Loans, all Swing Loans and all Letter of Credit Loans.

          “Margin Stock” has the meaning assigned to such term under Regulation U of the FRB.

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

          “Material Adverse Effect” means a material adverse effect on the (a) business, financial condition or operations of the Borrower and its Subsidiaries taken as a whole, (b) ability of each Loan Party to perform any of its obligations under any Loan Document to which it is a party or (c) rights or remedies available to the Lenders under any Loan Document.

          “Material Subsidiary” means, RMI Titanium Company, Tradco, Inc., RTI Energy Systems, Inc., Extrusion Technology Corporation of America, New Century Metals Southeast, Inc., RTI Finance Corp., RTI-Claro, Inc., RTI International Metals Limited and each other Subsidiary of the Borrower which at any time has five percent (5%) or more of the consolidated assets of the Borrower and its Subsidiaries.

          “Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

          “Multiemployer Plan” means a Plan that is a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA to which any Loan Party or any ERISA Affiliate is or was obligated to make contributions.

          “National City Bank” means National City Bank and its successors.

          “Net Debt” means as of any time, Consolidated Debt minus cash and Cash Equivalents of the Borrower and its Domestic Subsidiaries in excess of Fifty Million and 00/100 Dollars ($50,000,000.00).

          “Non-Bank Certificate” has the meaning specified in Section 3.01(e)(iii).

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          “Non-Extending Revolving Credit Lender” has the meaning specified in Section 2.18(a).

          “Note” or “Notes” means, singularly or collectively, as the context may require, all the Revolving Credit Notes and Term Notes.

          “Notice of Issuance” has the meaning specified in Section 2.19(a)(i).

          “Notice of Revolving Loan Borrowing” has the meaning specified in Section 2.05(b).

          “Notice of Swing Loan Borrowing” has the meaning specified in Section 2.05(c).

          “Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

          “Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Entity in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

          “Other Taxes” means all present or future stamp or documentary taxes or any other excise or property taxes or similar charges or levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

          “Participant” has the meaning specified in Section 10.06(d).

          “PBGC” means the Pension Benefit Guaranty Corporation.

          “Pension Plan” means any Plan that is subject to Section 412 of the Code or Title IV of ERISA, other than a Multiemployer Plan.

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          “Permitted Liens” shall mean:

          (a) Liens for taxes, assessments, governmental levies or similar charges incurred in the ordinary course of business and which are not yet due and payable, or if due and payable, (i) are being contested in good faith and by appropriate and lawful proceedings diligently conducted, but only so long as such proceedings could not subject the Administrative Agent, the Swing Loan Bank, the Lenders or the Issuing Bank to any civil or criminal penalties or liabilities, (ii) for which such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made and (iii) which shall be paid in accordance with the terms of any final judgments or orders relating thereto within thirty (30) days after the entry of such judgments or orders;

          (b) Pledges or deposits made in the ordinary course of business to secure payment of workmen’s compensation, or to participate in any fund in connection with workmen’s compensation, unemployment insurance, old-age pensions, other social security programs or similar program or to secure liability to insurance carriers under insurance or self insurance agreements or arrangement;

          (c) Liens of mechanics, materialmen, warehousemen, carrier or other like Liens, securing obligations incurred in the ordinary course of business that are not yet due and payable and Liens of landlords securing obligations to pay lease payments that are not yet due and payable or in default, or if such Liens are due and payable, (i) are being contested in good faith and by appropriate and lawful proceedings diligently conducted, (ii) for which such reserves or other appropriate provisions, if any, as required by GAAP shall have been made and (iii) which shall be paid in accordance with the terms of any final judgments or orders relating thereto within thirty (30) days after the entry of such judgments or orders;

          (d) Pledges, bonds 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;

          (e) (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 or a Subsidiary, as applicable, and not discoverable by a search of the public records, none of which materially impairs the use of such property;

          (f) (i) Liens on assets of a Person which is merged into or acquired by the Borrower or a Subsidiary of the Borrower on or after the date this Agreement, and (ii) Liens on assets acquired after the date of this Agreement, provided that (A) such Liens existed at the time

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of such merger or acquisition and were not created in anticipation thereof, (B) no such Lien is spread to cover any property or assets of the Borrower or any Subsidiary of the Borrower; and (C) the principal amount of Indebtedness secured thereby is not increased from the amount outstanding immediately prior to such merger or acquisition;

          (g) Liens created by or resulting from any litigation or legal proceedings which are currently being contested in good faith by appropriate and lawful proceedings diligently conducted and for which such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made and Liens arising out of judgments or orders for the payment of money which do not constitute an Event of Default hereunder;

          (h) Liens placed upon fixed assets described on Schedule 7.02 or fixed assets or equipment hereafter acquired, in each case to secure all or a portion of the purchase price thereof, provided that any such Lien shall not encumber any other property of the Borrower or any Subsidiary;

          (i) Other Liens incidental to the conduct of the Borrower’s or any Subsidiary’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 or any Subsidiary’s property or assets or which do not materially impair the use thereof in the operation of the Borrower’s business;

          (j) Leases or subleases not otherwise prohibited by this Agreement or the other Loan Documents;

          (k) The titanium sponge manufacturing facility lease agreement which the Borrower or one of its Subsidiaries will enter into in connection with the financing of such facility and Liens on such facility in favor of state development authorities with respect to tax incentives in connection with such facility; and

          (l) Other Liens securing Debt not exceeding ten percent (10%) of the Consolidated Net Tangible Assets and not encumbering the Pledged Equity.

          (m) Liens created hereunder or under any other Loan Document in favor of the Administrative Agent for its benefit and the benefit of the Swing Loan Bank, any Issuing Bank or any Lender;

          “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature.

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          “Plan” means an employee pension benefit plan, as defined in Section 3(2) of ERISA, as to which any Loan Party or ERISA Affiliate may have any liability.

          “Platform” has the meaning assigned to such term in Section 6.01(f).

          “Pledge Agreement” means the First Amended and Restated Negative Pledge and Pledge Agreement, dated as of the Closing Date, by the Borrower in favor of the Administrative Agent, the First Amended and Restated Equity Pledge Agreement, dated as of the Closing Date by the Borrower in favor of the Administrative Agent, the Charge Over Securities, dated September 27, 2007, between the Borrower and Citibank, N.A. (in its capacity as security agent) as amended and supplemented by a Supplemental Deed, dated as of the Closing Date, between the Borrower, Citibank, N.A. (the existing security agent) and the Administrative Agent (the new security agent) and any other pledge agreement executed from time to time by a Pledgor in favor of the Administrative Agent in substantially the forms attached hereto as Exhibit H with such changes as advisable based on the laws of the jurisdiction of organization of the Foreign Subsidiary the ownership interests of which are encumbered by such pledge agreement, each as amended, modified or supplemented from time to time.

          “Pledged Equity” means sixty-five percent (65%) of the shares of capital stock of RTI-Claro, Inc., and RTI Europe Limited and sixty-five percent (65%) of the capital stock, beneficial, partnership or membership interests of any Foreign Subsidiary which may from time to time be pledged by a Pledgor pursuant to Section 6.09.

          “Pledgor” means (i) the Borrower and (ii) each Domestic Subsidiary which owns, directly or indirectly, any Foreign Subsidiary which is a Material Subsidiary.

          “Proposed Additional Revolving Credit Commitment” has the meaning specified in Section 2.18(a)(ii).

          “Purchase” means any transaction, or any series of related transactions, consummated on or after the date of this Agreement, by which any Loan Party or any Subsidiary (a) acquires any going business or all or substantially all of the assets of any Person or division or line of business thereof, whether through purchase of assets, merger or otherwise, or (b) directly or indirectly acquires (in one transaction or as of the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage or voting power) of the outstanding partnership interests of a partnership.

          “Ratable Share” means the proportion that a Lender’s Commitment (excluding the Swing Loan Commitment) bears to the Commitments (excluding the Swing Loan Commitments) of all of the Lenders. If the Commitments have terminated or expired, the

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Ratable Share shall be determined based upon the Commitments most recently in effect, giving effect to any assignments.

          “Register” has the meaning specified in Section 10.06(c).

          “Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

          “Reportable Event” means a reportable event as defined in Section 4043 of ERISA and the regulations issued under such section, with respect to a Pension Plan, excluding, however, such events as to which the PBGC has by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within thirty (30) days of the occurrence of such event pursuant to subsection         .22, .23, .27, .28 or .31 of DOL Regulations Section 4043.

          “Required Lenders” means, as of any date of determination, Lenders having more than fifty percent (50%) of the Aggregate Commitments or, if the commitment of each Lender to make Loans has been terminated pursuant to Section 8.02(a), Lenders holding in the aggregate more than fifty percent (50%) of the Total Outstandings; provided that the Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

          “Revolving Credit Assumption Agreement” has the meaning specified in Section 2.17(d)(ii).

          “Revolving Credit Commitment” means as to any Lender (a) the amount set forth opposite such Lender’s name on Schedule 2.01 hereto as such Lender’s “Revolving Credit Commitment”, (b) if such Lender has become a Lender hereunder pursuant to an Assignment and Assumption, the amount set forth as such Lender’s “Revolving Credit Commitment” in such Assignment and Assumption or (c) if such Lender has entered into any Assignment and Assumption, the amount set forth as such Lender’s “Revolving Credit Commitment” in the Register maintained by the Administrative Agent pursuant to Section 10.06(c), as such amount may be reduced pursuant to Section 2.08. The aggregate amount of the Revolving Credit Commitments on the Closing Date is Two Hundred Million and 00/100 Dollars ($200,000,000.00).

          “Revolving Credit Commitment Date” has the meaning specified in Section 2.17(b).

          “Revolving Credit Commitment Increase” has the meaning specified in Section 2.17(a).

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          “Revolving Credit Increase Date” has the meaning specified in Section 2.17(a).

          “Revolving Credit Maturity Date” means the earliest of (a) September 27, 2012, subject to extension pursuant to Section 2.18, (b) the date of termination in whole of the Revolving Credit Commitments pursuant to Section 2.08 and (c) the date of the termination in whole of the Commitments pursuant to Section 8.02(a).

          “Revolving Credit Note” means a promissory note made by the Borrower in favor of a Lender evidencing the Revolving Loans made by such Lender, substantially in the form of Exhibit D, as amended, modified or supplemented from time to time.

          “Revolving Loan” means a Loan by a Lender to the Borrower as part of a Revolving Loan Borrowing and refers to a Base Rate Loan or a Eurodollar Rate Loan, each of which shall be a “Type” of Revolving Loan.

          “Revolving Loan Borrowing” means a borrowing consisting of simultaneous Revolving Loans of the same Type made be each of the Lenders pursuant to Section 2.01.

          “Revolving Loan Outstandings” means, at any time, the then aggregate outstanding principal amount of all Revolving Loans.

          “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and any successor thereto.

          “SEC” means the Securities and Exchange Commission, or any Governmental Entity succeeding to any of its principal functions.

          “Solvent” shall mean, with respect to any person on a particular date, that on such date (i) the fair value of the property of such person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such person, (ii) the present fair salable value of the assets of such person is not less than the amount that will be required to pay the probable liability of such person on its debts as they become absolute and matured, (iii) such person does not intend to, and does not believe that it will, incur debts or liabilities beyond such person’s ability to pay as such debts and liabilities mature and (iv) such person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such person’s property would constitute an unreasonably small capital. For purposes of the definition of “Solvent” above, the amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing as such time, represents the amount that can reasonably be expected to become an actual or matured liability.

          “Subsidiary” means, with respect to any Person, any entity, whether incorporated or unincorporated (including, without limitation, any limited liability company or limited

22

partnership), of which at least a majority of the securities ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions is directly or indirectly owned or controlled by such Person or by one or more of its respective Subsidiaries or by such Person and any one or more of its respective Subsidiaries.

          “Subsidiary Guaranty” means the Subsidiary Guaranty made by the Guarantors in favor of the Administrative Agent, the Issuing Bank, the Swing Loan Bank and the Lenders, substantially in the form of Exhibit G, as supplemented from time to time pursuant to Section 6.09, each as amended, modified or supplemented from time to time.

          “Swing Loan” means a Loan made by (a) the Swing Loan Bank pursuant to Section 2.03 or (b) by any other Lender pursuant to Section 2.05(b).

          “Swing Loan Bank” means National City Bank or such other Lenders as shall, with the consent of each Swing Loan Bank, the Administrative Agent and the Borrower, have assumed all or any portion of the obligations of a Swing Loan Bank to make Swing Loans.

          “Swing Loan Borrowing” means a borrowing consisting of a Swing Loan made by the Swing Loan Bank.

          “Swing Loan Commitment” means an aggregate amount not to exceed Fifteen Million and 00/100 Dollars ($15,000,000.00) at any one time.

          “Swing Loan Outstandings” means, at any time, the aggregate outstanding principal amount of all Swing Loans.

          “Syndication Agent” means Citibank, N.A., in its capacity as syndication agent under any of the Loan Documents, or any successor syndication agent.

          “Tax” (including, with correlative meaning, the term “Taxes,”) includes all federal, state, local and foreign income, profits, franchise, gross receipts, environmental, capital stock, severances, stamp, payroll, sales, employment, unemployment, disability, use, property, withholding, excise, production, value added, occupancy and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts and any interest in respect of such penalties and additions.

          “Tax Return” includes all returns and reports (including elections, declarations, disclosures, schedules, estimates and information returns, as well as attachments thereto and amendments thereof) required to be supplied to a Tax authority relating to Taxes.

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          “Term Loan” means a Loan by a Lender to the Borrower as part of a Term Loan Borrowing and refers to a Base Rate Loan or a Eurodollar Rate Loan, each of which shall be a “Type” of Term Loan.

          “Term Loan Borrowing” means a borrowing consisting of simultaneous Term Loans of the same Type made by each of the Lenders pursuant to Section 2.02(a).

          “Term Loan Commitment” means as to any Lender (a) the amount set forth opposite such Lender’s name on Schedule 2.02 hereto as such Lender’s “Term Loan Commitment”, (b) if such Lender has become a Lender hereunder pursuant to an Assignment and Assumption, the amount set forth as such Lender’s “Term Loan Commitment” in such Assignment and Assumption or (c) if such Lender has entered into any Assignment and Assumption, the amount set forth as such Lender’s “Term Loan Commitment” in the Register maintained by the Administrative Agent pursuant to Section 10.06(c), in each case as the Term Loan Outstandings with respect to such Term Loan Commitment are reduced under this Agreement, including without limitation, pursuant to Section 2.09(b). The aggregate amount of the Term Loan Commitments on the Closing Date is Two Hundred Twenty-Five Million and 00/100 Dollars ($225,000,000.00).

          “Term Loan Maturity Date” means the earliest of (a) September 27, 2012, and (b) the date of the termination in whole of the Commitments pursuant to Section 8.02(a).

          “Term Loan Outstandings” means, at any time, the then aggregate outstanding principal amount of all Term Loans.

          “Term Note” means a promissory note made by the Borrower in favor of a Lender evidencing the Term Loan made by such Lender, substantially in the form of Exhibit E, as amended, modified or supplemented from time to time.

          “Total Commitments” means Four Hundred Twenty-Five Million and 00/100 Dollars ($425,000,000.00), as such amount may be increased or reduced as expressly provided in this Agreement.

          “Total Outstandings” means, at any time, the sum of (i) the Term Loan Outstandings, (ii) the Revolving Loan Outstandings, (iii) the Swing Loan Outstandings and the (iv) the Letter of Credit Outstandings.

          “Transactions” means the execution, delivery and performance by the Loan Parties of the Loan Documents, the borrowing of Loans, the issuance of Letters of Credit and the use of the proceeds thereof.

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          “Type” means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.

          “Unfunded Liability” means the amount (if any) by which the present value of all vested and unvested accrued benefits under a Single Employer Plan exceeds the fair market value of assets allocable to such benefits, all determined as of the then most recent valuation date for such Plans based on the actuarial assumptions used by the Plan’s actuary in the most recent annual valuation of the Plan.

          “United States” and “U.S.” mean the United States of America.

          “Unused Revolving Credit Commitment” means, with respect to each Lender at any time, (a) such Lender’s Revolving Credit Commitment at such time minus (b) the sum of (i) the aggregate principal amount of all Revolving Loans made by such Lender (in its capacity as a Lender) and outstanding at such time, plus (ii) such Lender’s Applicable Revolving Credit Percentage of the aggregate Available Amount of all the Letters of Credit outstanding at such time.

          Section 1.02 Other Interpretive Provisions.

          With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

          (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and

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(vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

          (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

          (c) Article and Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

          Section 1.03 Accounting Terms.

          (a) Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time.

          (b) Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

          Section 1.04 Times of Day.

          Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

          Section 1.05 Rounding.

          For the purposes of the calculating the number of shares of Pledged Equity pursuant to Sections 5.18 and 7.05(c) and the definition of “Pledged Equity”, if the pledge of sixty-five percent (65%) of the stock or other interests of the applicable Material Subsidiary would result in the issuance of fractional shares, such lower percentage that would be rounded up to

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sixty-five percent (65%) if such percentage were carried to the first decimal point may be used to determine the number of shares or other interests.

ARTICLE II
THE COMMITMENTS AND LOANS

          Section 2.01 Revolving Loans.

          (a) Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Loans to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time such Lender’s Unused Revolving Credit Commitment. Anything in this Agreement to the contrary notwithstanding, the Total Outstandings shall not on the date of any extension of credit under this Agreement nor on the last day of an Interest Period for any outstanding Borrowing exceed the Total Commitments.

          (b) Each Revolving Loan Borrowing shall be in an aggregate amount of not less than Ten Million and 00/100 Dollars ($10,000,000.00) or a whole multiple of One Million and 00/100 Dollars ($1,000,000.00) in excess thereof or the aggregate Unused Revolving Credit Commitments, if less. Each Revolving Loan Borrowing shall consist of Revolving Loans of the same Type made on the same day by the Lenders ratably according to their respective Revolving Credit Commitments.

          (c) Within the limits set forth above, the Borrower may from time to time borrow, prepay pursuant to Section 2.07, repay pursuant to Section 2.09 and reborrow under this Section 2.01.

          Section 2.02 Term Loans.

          (a) Subject to the terms and conditions hereof, and relying upon the representations and warranties herein set forth, each Lender severally agrees to make a Term Loan to the Borrower on the Closing Date in the aggregate principal amount of Two Hundred Twenty-Five Million and 00/100 Dollars ($225,000,000.00) based upon and not to exceed such Lender’s Term Loan Commitment. Anything in this Agreement to the contrary notwithstanding, the Total Outstandings shall not on the date of any extension of credit under this Agreement nor on the last day of an Interest Period for any outstanding Borrowing exceed the Total Commitments.

          (b) The obligations of each Lender to make Term Loans to the Borrower shall be in proportion to such Lender’s Applicable Term Loan Percentage, but each Lender’s Term Loan to the Borrower shall never exceed the Term Loan Commitment. The failure of any Lender to make a Term Loan shall not relieve any other Lender of its obligations to make a Term Loan nor shall it impose any additional liability on any other Lender hereunder. The Lenders

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shall have no obligation to make Term Loans hereunder after the Closing Date. The Term Loan Commitments are not revolving credit commitments, and the Borrower shall not have the right to borrow, repay and reborrow under this Section 2.02.

          Section 2.03 Swing Loans.

          (a) The Borrower may request the Swing Loan Bank to make, and the Swing Loan Bank agrees, on the terms and conditions hereof including the limitation set forth in Section 2.01(b), to make Swing Loans to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding Fifteen Million and 00/100 Dollars ($15,000,000.00).

          (b) Each Swing Loan shall be a Base Rate Loan or shall bear interest at such other interest rate as mutually agreed to between the Borrower and the Swing Loan Bank.

          (c) Within the limits of the Swing Loan Commitments and the Unused Revolving Credit Commitments as aforesaid, the Borrower may borrow under this Section 2.03, prepay pursuant to Section 2.07, repay pursuant to Section 2.09 and reborrow under this Section 2.03.

          Section 2.04 Letters of Credit.

          (a) The Issuing Bank agrees, on the terms and conditions hereof, to issue one or more letters of credit (each, a “Letter of Credit”) for the account of the Borrower, or any Subsidiary of the Borrower, from time to time on any Business Day during the Availability Period until the date thirty (30) days before the then scheduled Revolving Credit Maturity Date, provided that (i) the aggregate Available Amount of all Letters of Credit shall not exceed at any time the Letter of Credit Facility (ii) the Available Amount of such Letters of Credit shall not exceed the aggregate Unused Revolving Credit Commitments of the Lenders at such time and (iii) if a Letter of Credit shall be issued for a Subsidiary of the Borrower, the Borrower shall cause such Subsidiary to be a co-applicant with the Borrower with respect to such Letter of Credit.

          (b) No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary thereof to require renewal of, or to have automatically renewed, such Letter of Credit) later than thirty (30) days before the then scheduled Revolving Credit Maturity Date (as in effect on the date of issuance of the applicable Letter of Credit).

          (c) Any Letter of Credit may provide that it will be automatically renewed annually unless notice is given (1) by the Borrower to the relevant Issuing Bank not less than five (5) Business Days prior to the date of the automatic renewal of such Letter of Credit, that such Letter of Credit will not be renewed, or (2) by the relevant Issuing Bank to the Borrower

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not less than thirty (30) Business Days prior to the date of the automatic renewal of such Letter of Credit, of its election not to renew such Letter of Credit; provided, however, that no Issuing Bank shall give such a notice except (A) at any time during the continuance of any Event of Default or (B) if any automatic renewal would extend a Letter of Credit expiration date to later than thirty (30) days prior to the then scheduled Revolving Credit Maturity Date. In either case in which such notice is given pursuant to the preceding sentence, such Letter of Credit will expire on the date it would otherwise have been automatically renewed, provided that the terms of such Letter of Credit may (y) require the relevant Issuing Bank forthwith to give to the named beneficiary of such Letter of Credit notice of any notice given pursuant to the preceding sentence and (z) permit the beneficiary, upon receipt of the notice under clause (y), to draw under such Letter of Credit prior to the date such Letter of Credit would otherwise have been automatically renewed.

          (d) Within the limits of the Letter of Credit Facility, the Borrower may request the issuance of Letters of Credit under Section 2.04(a), repay any Letter of Credit Loans resulting from drawings thereunder and request the issuance of additional Letters of Credit under Section 2.04(a).

          (e) Each letter of credit listed on Schedule 2.04 shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender or each Affiliate of a Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.19, be deemed to be the Issuing Bank for each such letter of credit, provided than any renewal or replacement of any such letter of credit shall be issued by the Issuing Bank pursuant to the terms of this Agreement.

          Section 2.05 Term Loan Borrowing; Revolving Loan Borrowings, Swing Loan Borrowings.

          (a) Term Loan Borrowing.

     (i) The Term Loan Borrowing shall be made on notice, given not later than (x) in the case of a Term Loan Borrowing comprised of Eurodollar Rate Loans, 12:00 noon (New York City time) on the third (3^rd) Business Day prior to the Closing Date, and (y) in the case of a Term Loan Borrowing comprised of Base Rate Loans, 10:00 A.M. (New York City time) on the Closing Date, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telecopier, telex, cable or electronic mail. The notice of Term Loan Borrowing shall be made in the form of a written Loan Notice, or orally and confirmed immediately in writing, by telecopier, telex, cable or electronic mail, in the form of a written Loan Notice, specifying therein the requested (i) Type of Term Loan comprising the Term Loan Borrowing, (ii) aggregate amount of such Term Loan Borrowing and (iii) in the case of a Term Loan Borrowing comprised of Eurodollar Rate Loans, the Interest Period for such Term Loan. Each Lender shall (A) before 11:00 A.M. (New York City time) on the Closing Date (in the

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case of a Eurodollar Rate Borrowing) and (B) before 1:00 P.M. (New York City time) on the Closing Date of such Term Loan Borrowing (in the case of a Base Rate Borrowing), make available for the account of its applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account in same day funds, such Lender’s ratable portion of such Term Loan Borrowing (based upon its Applicable Term Loan Percentage). After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Section 4.01, the Administrative Agent will make such funds available to the Borrower in such manner as the Administrative Agent and the Borrower may agree.

     (ii) Subject to Sections 3.02 and 3.03, the notice of Term Loan Borrowing shall be irrevocable and binding on the Borrower. If the notice of Term Loan Borrowing specifies such Term Loan Borrowing is to be comprised of Eurodollar Rate Loans, the Borrower shall indemnify each relevant Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the Closing Date the applicable conditions set forth in Section 4.01, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Term Loan to be made by such Lender as part of such Term Loan Borrowing when such Term Loan, as a result of such failure, is not made on such date.

     (iii) The failure of any Lender to make the Term Loan to be made by it as part of the Term Loan Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Term Loan on the Closing Date, but no Lender shall be responsible for the failure of any other Lender to make the Term Loan to be made by such other Lender on the Closing Date.

     (iv) If any Lender makes available to the Administrative Agent funds for the Term Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available on the Closing Date to the Borrower by the Administrative Agent because the conditions to the Term Loan Borrowing set forth in Section 4.01 are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender within one (1) Business Day, without interest.

     (v) The obligations of the Lenders hereunder to make Term Loans and to make payments pursuant to Section 10.04(c) are several and not joint. The failure of any Lender to make any Term Loan or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Term Loan or to make its payment under Section 10.04(c).

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     (vi) Nothing herein shall be deemed to obligate any Lender to obtain the funds for the Term Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for the Term Loan in any particular place or manner.

          (b) Revolving Loan Borrowings. (i) Each Revolving Loan Borrowing shall be made on notice, given not later than (x) 12:00 noon (New York City time) on the third (3^rd) Business Day prior to the date of a Eurodollar Rate Borrowing, and (y) 10:00 A.M. (New York City time) on the day of a Base Rate Borrowing, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telecopier, telex, cable or electronic mail. Each notice of a Revolving Loan Borrowing (a “Notice of Revolving Loan Borrowing”) shall be made in the form of a written Loan Notice, or orally and confirmed immediately in writing, by telecopier, telex, cable or electronic mail, in the form of a written Loan Notice, specifying therein the requested (i) date of such Revolving Loan Borrowing (which shall be a Business Day), (ii) Type of Revolving Loan comprising such Revolving Loan Borrowing, (iii) aggregate amount of such Revolving Loan Borrowing and (iv) in the case of a Revolving Loan Borrowing comprised of Eurodollar Rate Loans, the Interest Period for each such Revolving Loan. Each Lender shall (A) before 11:00 A.M. (New York City time) on the date of such Borrowing (in the case of a Eurodollar Rate Borrowing) and (B) before 1:00 P.M. (New York City time) on the date of such Borrowing (in the case of a Base Rate Borrowing), make available for the account of its applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account in same day funds, such Lender’s ratable portion of such Borrowing (based upon its Applicable Revolving Credit Percentage). After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Section 4.02, the Administrative Agent will make such funds available to the Borrower in such manner as the Administrative Agent and the Borrower may agree; provided, however, that the Administrative Agent shall first make a portion of such funds equal to the aggregate principal amount of any Swing Loan and Letter of Credit Loans as to which the Borrower has received timely notice made by the Swing Loan Bank or the Issuing Bank, as the case may be, and by any other Lender and outstanding on the date of such Revolving Loan Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to the Swing Loan Bank or the Issuing Bank, as the case may be, and such other Lenders for repayment of such Swing Loans and Letter of Credit Loans.

     (ii) Subject to Sections 3.02 and 3.03, each Notice of Revolving Loan Borrowing shall be irrevocable and binding on the Borrower. In the case of any Revolving Loan Borrowing by the Borrower which the related Notice of Revolving Loan Borrowing specifies is to be comprised of Eurodollar Rate Loans, the Borrower shall indemnify each relevant Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Revolving Loan Borrowing for such Revolving Loan Borrowing the applicable conditions set forth in Section 4.02, including, without limitation, any loss (excluding

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loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Revolving Loan to be made by such Lender as part of such Revolving Loan Borrowing when such Revolving Loan, as a result of such failure, is not made on such date.

     (iii) Unless the Administrative Agent shall have received notice from a Lender prior to the time any Revolving Loan Borrowing is required to be made that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Revolving Loan Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Revolving Loan Borrowing in accordance with subsection (b)(i) of this Section 2.05 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand a fee in the amount of Two Hundred Dollars ($200.00), and such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such ratable portion of such Revolving Loan Borrowing together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (A) in the case of the Borrower, the interest rate applicable at the time to Revolving Loans comprising such Revolving Loan Borrowing and (ii) in the case of such Lender, the Federal Funds Rate, provided that the Borrower retains its rights against such Lender with respect to any damages it may incur as a result of such Lender’s failure to fund, and notwithstanding anything herein to the contrary, in no event shall the Borrower be liable to such Lender or any other Person for the interest payable by such Lender to the Administrative Agent pursuant to this sentence. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Revolving Loan as part of such Revolving Loan Borrowing for purposes of this Agreement.

     (iv) The failure of any Lender to make the Revolving Loan to be made by it as part of any Revolving Loan Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Revolving Loan on the date of such Revolving Loan Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Revolving Loan to be made by such other Lender on the date of any Revolving Loan Borrowing.

     (v) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Section 4.02 are not satisfied or waived in accordance with the terms hereof, the Administrative Agent

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shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

     (vi) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 10.04(c) are several and not joint. The failure of any Lender to make any Loan or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or to make its payment under Section 10.04(c).

     (vii) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

          (c) Swing Loan Borrowings. (i) Each Swing Loan Borrowing shall be made on oral notice, given not later than 2:00 P.M. (New York City time) on the date of such proposed Swing Loan Borrowing by the Borrower to the Administrative Agent (who shall promptly inform the Swing Loan Bank thereof). Promptly thereafter, the Borrower shall give written notice of the Swing Loan Borrowing (each such notice a “Notice of Swing Loan Borrowing”) to the Administrative Agent by electronic mail (which shall give to the Swing Loan Bank prompt notice thereof by electronic mail), and shall specify therein (i) the date of such Borrowing (which shall be a Business Day), (ii) the amount of such Borrowing and (iii) the account of the Borrower to which the proceeds of such Borrowing are to be made available.

     (ii) Upon (i) demand by the Swing Loan Bank, each other Lender shall purchase from the Swing Loan Bank, and the Swing Loan Bank shall sell and assign to each other Lender, such other Lender’s Applicable Revolving Credit Percentage of each outstanding Swing Loan made by the Swing Loan Bank together with related claims for accrued and unpaid interest or (ii) an Event of Default of the type referred to in clauses (a), (f), (g) or (h) of Section 8.01, upon a Change of Control or any rescission or restoration of any payment received by the Swing Loan Bank in respect of any Swing Loan (whether as a result of proceedings in bankruptcy or otherwise), each Lender shall purchase from the Swing Loan Bank, and the Swing Loan Bank shall sell and assign to each Lender, such Lender’s Applicable Revolving Credit Percentage of each outstanding Swing Loan together with related claims for accrued and unpaid interest, in each case by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of the Swing Loan Bank by deposit to the Administrative Agent at its aforesaid address, in same day funds, an amount equal to the sum of (x) the portion of the outstanding principal amount of such Swing Loans to be purchased by such Lender plus (y) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Swing Loans. Each Lender’s obligation to make

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such payments to the Administrative Agent for the account of the Swing Loan Bank under this paragraph (b)(ii), and the Swing Loan Bank’s right to receive the same, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the failure of any other Lender to make its payment under this paragraph (c)(ii), the financial condition of the Borrower (or any other Person), the existence of any Default, the failure of any of the conditions set forth in Section 4.02 to be satisfied, or the termination of the Commitments. Each such payment to the Swing Loan Bank shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender agrees to purchase its Applicable Revolving Credit Percentage of such outstanding Swing Loans as described above on (i) the Business Day on which demand therefor is made by the Swing Loan Bank, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day or (ii) the first (1^st) Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Swing Loan Bank to any other Lender of a portion of the Swing Loan Bank’s Swing Loans, the Swing Loan Bank represents and warrants to such other Lender that the Swing Loan Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Swing Loan, the Loan Documents or any party thereto. If and to the extent that any Lender shall not have so made the amount of such Swing Loan available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent for the account of the Swing Loan Bank forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Swing Loan Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such amount for the account of the Swing Loan Bank, such amount so paid in respect of principal shall constitute a Swing Loan by such Lender for purposes of this Agreement, and the outstanding principal amount of the Swing Loans made by the Swing Loan Bank shall be reduced by such amount pro rata.

          Section 2.06 Conversions or Continuations.

          (a) Each conversion of Loans from one Type to the other and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone or in the form of a written Conversion or Continuation Notice. Each such notice must be received by the Administrative Agent not later than 12:00 noon three (3) Business Days prior to the requested date of any conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.06(a) must be confirmed promptly by delivery to the Administrative Agent of a written Conversion or Continuation Notice appropriately completed and signed by an Authorized Officer of the Borrower. Each conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of Ten Million and 00/100 Dollars ($10,000,000.00) or a whole multiple of

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One Million and 00/100 Dollars ($1,000,000.00) in excess thereof. Each conversion to Base Rate Loans shall be in a principal amount of Five Hundred Thousand and 00/100 Dollars ($500,000.00) or a whole multiple of One Hundred Thousand and 00/100 Dollars ($100,000.00) in excess thereof. Each Conversion or Continuation Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a conversion of Loans from one Type to the other or a continuation of Eurodollar Rate Loans, (ii) the requested date of the conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be converted or continued, (iv) the Type of Loans to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a conversion to, or continuation of Eurodollar Rate Loans in any such Conversion or Continuation Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

          (b) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of an Event of Default, no Loans may be converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders.

          (c) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the Administrative Agent’s prime rate used in determining the Base Rate promptly following the public announcement of such change.

          (d) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than eight Interest Periods in effect with respect to Loans.

          Section 2.07 Prepayments.

          (a) Voluntary Prepayments. The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 10:00 a.m. (A) two (2) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Loans shall be in a principal amount of Ten Million and 00/100 Dollars ($10,000,000.00) or a whole multiple of One Million and 00/100 Dollars ($1,000,000.00) in

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excess thereof; if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. All Term Loan prepayments permitted pursuant to this Section 2.07 shall be applied ratably to the unpaid installments of principal on the Term Loans. If the Borrower prepays a Loan but fails to specify the applicable Eurodollar Rate Loan which the Borrower is prepaying, the prepayment shall be applied (i) first to Revolving Loans and then to Term Loans; and (ii) after giving effect to the allocations in clause (i) above and in the preceding sentence, first to Loans to Base Rate Loans, then to Eurodollar Rate Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Credit Percentage or Applicable Term Loan Percentage, as applicable, of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Revolving Credit Percentage or Applicable Term Loan Percentage, as applicable.

          (b) Mandatory Prepayments. Within three hundred sixty five (365) days of any sale or other disposition of assets by the Borrower or such Subsidiary of the Borrower as permitted by Section 7.06(d) when the proceeds of such sale or other disposition or the aggregate proceeds of all such sales and other dispositions in any fiscal year exceed Twenty-Five Million and 00/100 Dollars ($25,000,000.00), the Borrower shall make a mandatory prepayment of principal on the Term Loan equal to the after-tax proceeds of such sale (as estimated in good faith by the Borrower), together with accrued interest on such principal amount to the extent that the Borrower and its Subsidiaries have not reinvested the proceeds of such sale or other disposition in capital expenditures or acquisition of replacement assets. All prepayments pursuant to this Section 2.07(b) shall first be applied ratably to the unpaid installments of principal on the Term Loan, and then to the Revolving Loans outstanding, if any, and the excess, if any, shall be returned to the Borrower. All prepayments required pursuant to this Section 2.07(b) shall first be applied to the principal amount of the Base Rate Loans, then to the principal amount of the Eurodollar Rate Loans. In accordance with Sections 3.04 and 3.05, as applicable, the Borrower shall indemnify the Lenders for any loss or expense, including loss of margin, incurred with respect to any such prepayments applied against Eurodollar Rate Loans on any day other than the last day of the applicable Interest Period.

          (c) Excess Outstandings. If for any reason the Total Outstandings (excluding the Term Loan Outstandings) at any time exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower shall immediately prepay Loans in an aggregate amount equal to such excess.

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          (d) No Reborrowing. Term Loans prepaid pursuant to this Section 2.07 may not be reborrowed.

          Section 2.08 Termination or Reduction of Commitments.

          The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Credit Commitments or from time to time permanently reduce the Aggregate Revolving Credit Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of Ten Million and 00/100 Dollars ($10,000,000.00) or any whole multiple of One Million and 00/100 Dollars ($1,000,000.00) in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings (excluding the Term Loan Outstandings) would exceed the Aggregate Revolving Credit Commitments. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Commitment of each Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

          Section 2.09 Repayment of Loans.

          (a) Revolving Loans. The Borrower shall repay to the Administrative Agent for the account of each Lender the principal amount of each Revolving Loan made by such Lender to the Borrower, and each Revolving Loan made by such Lender shall mature, on the earlier of (i) the last day of the Interest Period for such Revolving Loan and (ii) the Revolving Credit Maturity Date.

          (b) Term Loans. The Borrower shall repay to the Administrative Agent for the account of each Lender, as applicable, the principal amount of the Term Loans made by such Lender to the Borrower in: consecutive quarterly installments as follows: (i) on the last Business Day of each March, June, September and December, 2010, a quarterly installment each in an amount equal to Eleven Million Two Hundred Fifty Thousand and 00/100 Dollars ($11,250,000.00); (ii) on the last Business Day of each March, June, September and December, 2011, a quarterly installment each in an amount equal to Eleven Million Two Hundred Fifty Thousand and 00/100 Dollars ($11,250,000.00); and (iii) on the last Business Day of each March and June, 2012, a quarterly installment each in an amount equal to Thirty Three Million Seven Hundred Fifty Thousand and 00/100 Dollars ($33,750,000.00), with the final installment of the remaining principal balance and accrued and unpaid interest due and payable on the Term Loan Maturity Date.

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          (c) Swing Loans. The Borrower shall repay to the Administrative Agent for the account of the Swing Loan Bank and each other Lender that has made a Swing Loan, the outstanding principal amount of each Swing Loan to the Borrower made by each of them on the earlier of (i) the first Wednesday following the date of such Swing Loan Borrowing and (ii) the Revolving Credit Maturity Date.

          Section 2.10 Interest.

          (a) Subject to Section 2.10(b), (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the respective Applicable Margin; and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the respective Applicable Margin.

          (b) If any principal of or interest on any Loan or any fee or other amount payable by the Loan Parties hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to the Default Rate to the fullest extent permitted by applicable laws. Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

          (c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

          Section 2.11 Interest Rate Determination.

          (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent if the screen rate is unavailable.

          (b) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Loans in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Loans will automatically, on the last day of the then existing Interest Period therefor, convert into Base Rate Loans.

          (c) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Loans comprising any Borrowing shall be reduced, by payment or prepayment or

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otherwise, to less than Ten Million and 00/100 Dollars ($10,000,000.00), such Loans shall automatically, on the last day of the then existing Interest Period therefor, convert into Base Rate Loans.

          (d) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurodollar Rate Loan will automatically, on the last day of the then existing Interest Period therefor, convert into a Base Rate Loan and (ii) the obligation of the Lenders to make, or to convert Loans into, Eurodollar Rate Loans shall be suspended.

          (e) If the Reuters LIBOR01 Screen is unavailable and the Administrative Agent cannot determine the Eurodollar Rate for any Eurodollar Rate Loans:

     (i) the Administrative Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Loans,

     (ii) each outstanding Eurodollar Rate Loan will automatically, on the last day of the then existing Interest Period therefor, convert into a Base Rate Loan (or if such Loan is then a Base Rate Loan, will continue as a Base Rate Loan), and

     (iii) the obligation of the Lenders to make Eurodollar Rate Loans or to convert Loans into Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

          Section 2.12 Fees.

          (a) Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Revolving Credit Percentage, a facility fee equal to the respective Applicable Margin times the Aggregate Revolving Credit Commitments. The facility fee shall accrue at all times from and including the Closing Date to but excluding the Revolving Credit Maturity Date, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each September, December, March and June, commencing September 30, 2008, and on the Revolving Credit Maturity Date (and, if applicable, thereafter on demand).

          (b) Letter of Credit Fees. The Borrower shall pay the following amounts with respect to Letters of Credit issued by any Issuing Bank:

     (i) to the Administrative Agent for the account of the Issuing Bank with respect to each Letter of Credit issued by the Issuing Bank, an issuance fee equal to one eighth of one percent (0.125%) per annum of the Available Amount of such Letter of

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Credit, due and payable in arrears on (A) the last Business Day of each September, December, March and June, commencing on the first day following the issuance of such Letter of Credit and (B) the Revolving Credit Maturity Date (and, if applicable, thereafter on demand); and

     (ii) to the Administrative Agent for the ratable account of each Lender, a letter of credit fee equal to a rate per annum equal to the Applicable Margin for Eurodollar Rate Loans on the Available Amount of all outstanding Letters of Credit. The letter of credit fee shall accrue at all times from and including the Closing Date to and including the Revolving Credit Maturity Date, including at any time during which one or more of the conditions in Section 4.02 is not met, and shall be due and payable in arrears on (A) the last Business Day of each September, December, March and June, commencing September 30, 2008 and (B) the Revolving Credit Maturity Date (and, if applicable, thereafter on demand).

          (c) Other Fees. The Borrower shall pay: (i) the Documentation Agent, for its own account, such fees as have been agreed to pursuant to the Documentation Agent Fee Letter; and (ii) the Administrative Agent, for its own account or the account of the Lenders, as applicable, such fees as have been agreed pursuant to the Administrative Agent Fee Letter.

          Section 2.13 Computation of Interest and Fees.

          All computations of interest for Base Rate Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed when the Base Rate is determined pursuant to clause (b) of the definition of Base Rate. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.15(a), bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

          Section 2.14 Evidence of Debt.

          The Loans made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Loans made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay

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any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) Notes, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Notes and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

          Section 2.15 Payments Generally; Administrative Agent’s Clawback.

          (a) General. All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Revolving Credit Percentage or Applicable Term Loan Percentage, as applicable, (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

          (b) Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this Section 2.15(b) shall be conclusive, absent manifest error.

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          Section 2.16 Sharing of Payments by Lenders.

          If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Loans and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:

     (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

     (ii) the provisions of this Section 2.16 shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply).

The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

          Section 2.17 Increase in the Aggregate Revolving Credit Commitments.

          (a) The Borrower may, at any time but in any event not more than once in any calendar year prior to the Revolving Credit Maturity Date, by notice to the Administrative Agent in the form attached hereto as Exhibit C, request that the aggregate amount of the Revolving Credit Commitments be increased by an amount of at least Ten Million and 00/100 Dollars ($10,000,000.00) or an integral multiple of Five Million and 00/100 Dollars ($5,000,000.00) in excess thereof (each a “Revolving Credit Commitment Increase”) to be effective as of a date that is at least ninety (90) days prior to the scheduled Revolving Credit Maturity Date then in effect (the “Revolving Credit Increase Date”) as specified in the related notice to the Administrative Agent; provided, however that (i) in no event shall the aggregate amount of the Revolving Credit Commitments at any time exceed Three Hundred Million and 00/100 Dollars ($300,000,000.00) and (ii) on the date of any request by the Borrower for a Revolving Credit Commitment Increase

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and on the related Revolving Credit Increase Date the conditions set forth in Section 4.03 shall have been satisfied.

          (b) The Administrative Agent shall promptly notify the Lenders of a request by the Borrower for a Revolving Credit Commitment Increase, which notice shall include (i) the proposed amount of such requested Revolving Credit Commitment Increase, (ii) the proposed Revolving Credit Increase Date and (iii) the date by which Lenders wishing to participate in the Revolving Credit Commitment Increase must commit to an increase in the amount of their respective Revolving Credit Commitments (the “Revolving Credit Commitment Date”). Each Lender that is willing to participate in such requested Revolving Credit Commitment Increase (each an “Increasing Revolving Credit Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Revolving Credit Commitment Date of the amount by which it is willing to increase its Revolving Credit Commitment. If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Revolving Credit Commitments by an aggregate amount that exceeds the amount of the requested Revolving Credit Commitment Increase, the requested Revolving Credit Commitment Increase shall be allocated among the Lenders pro rata in accordance with the aggregate Revolving Loan Commitments of such Increasing Revolving Credit Lenders.

          (c) Promptly following each Revolving Credit Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Revolving Credit Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Revolving Credit Commitment Increase on any such Revolving Credit Commitment Date is less than the requested Revolving Credit Commitment Increase, then the Borrower may extend offers to one or more Eligible Assignees to participate in any portion of the requested Revolving Credit Commitment Increase that has not been committed to by the Lenders as of the applicable Revolving Credit Commitment Date; provided, however, that the Revolving Credit Commitment of each such Eligible Assignee shall be in an amount of Five Million and 00/100 Dollars ($5,000,000.00) or an integral multiple of One Million and 00/100 Dollars ($1,000,000.00) in excess thereof.

          (d) On each Revolving Credit Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Revolving Credit Commitment Increase in accordance with Section 2.17(c) (each such Eligible Assignee, an “Assuming Revolving Credit Lender”) shall become a Lender party to this Agreement as of such Revolving Credit Increase Date and the Revolving Credit Commitment of each Increasing Revolving Credit Lender for such requested Revolving Credit Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.17(b)) as of such Revolving Credit Increase Date; provided, however, that the Administrative Agent shall have received on or before such Revolving Credit Increase Date the following, each dated such date:

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     (i) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving the Revolving Credit Commitment Increase and the corresponding modifications to this Agreement and an opinion of counsel for the Borrower (which may be in-house counsel) satisfactory to the Administrative Agent;

     (ii) an assumption agreement from each Assuming Revolving Credit Lender, if any, in form and substance satisfactory to the Borrower and the Administrative Agent (each a “Revolving Credit Assumption Agreement”), duly executed by such Assuming Revolving Credit Lender, the Administrative Agent and the Borrower; and

     (iii) confirmation from each Increasing Revolving Credit Lender of the increase in the amount of its Revolving Credit Commitment in a writing satisfactory to the Borrower and the Administrative Agent.

On each Revolving Credit Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.17(d) and in Section 4.03, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Revolving Credit Commitment Increase to be effected on such Revolving Credit Increase Date and shall record in the Register the relevant information with respect to each Increasing Revolving Credit Lender and each Assuming Revolving Credit Lender on such date.

          (e) On the Revolving Credit Increase Date, if any Revolving Loans are then outstanding, the Borrower shall borrow from all or certain of the Lenders and/or (subject to compliance by the Borrower with Section 3.05) prepay Revolving Loans of all or certain of the Lenders such that, after giving effect thereto, the Revolving Loans (including, without limitation, the Types and Interest Periods thereof) shall be held by the Lenders (including for such purposes the Increasing Revolving Credit Lenders and the Assuming Revolving Credit Lenders) ratably in accordance with their respective Applicable Revolving Credit Percentage after giving effect to such Revolving Credit Commitment Increase. On and after each Revolving Credit Increase Date, the Applicable Revolving Credit Percentage of each Lender’s participation in Revolving Loans shall be calculated after giving effect to each such Revolving Credit Commitment Increase.

          Section 2.18 Extension of Revolving Credit Maturity Date.

          (a) The Borrower may, by notice to the Administrative Agent (which shall promptly notify the Lenders) not less than forty-five (45) days and not more than ninety (90) days prior to each of the first (1^st) and second (2^nd) anniversaries of the Closing Date (each anniversary, an “Anniversary Date”, request that each Lender extend such Lender’s Revolving Credit Maturity Date to the date (the “Extended Revolving Credit Maturity Date”) that is one

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year after the then scheduled Revolving Credit Maturity Date. Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent given no later than the date (the "Consent Date”) that is twenty (20) days prior to the relevant Anniversary Date (provided that, if such date is not a Business Day, the Consent Date shall be the next succeeding Business Day), advise the Administrative Agent as to:

     (i) whether such Lender agrees to such extension of its Revolving Credit Maturity Date (each Lender so agreeing to such extension being an “Extending Revolving Credit Lender”); and

     (ii) only if such Lender is an Extending Revolving Credit Lender, whether such Lender also irrevocably offers to increase the amount of its Revolving Credit Commitment in connection with the replacement of one or more Non-Extending Lenders (each Lender so offering to increase its Revolving Credit Commitment being an “Increasing and Extending Revolving Credit Lender” as well as an Extending Revolving Credit Lender) and, if so, the amount of the additional Revolving Credit Commitment such Lender so irrevocably offers to assume hereunder (such Lender’s “Proposed Additional Revolving Credit Commitment”).

Each Lender that determines not to extend its Revolving Credit Maturity Date (a “Non-Extending Revolving Credit Lender”) shall notify the Administrative Agent (which shall notify the Lenders) of such fact promptly after such determination but in any event no later than the Consent Date, and any Lender that does not advise the Administrative Agent in writing on or before the Consent Date shall be deemed to be a Non-Extending Revolving Credit Lender and (without limiting the Borrower’s rights under this Section 2.18) shall have no liability to the Borrower in connection therewith. The election of any Lender to agree to such extension shall not obligate any other Lender so to agree. The Administrative Agent shall notify the Borrower of each Lender’s determination under this Section 2.18(a) no later than the date fifteen (15) days prior to the relevant Anniversary Date (or, if such date is not a Business Day, on the next preceding Business Day).

     (b) (i) If all of the Lenders are Extending Revolving Credit Lenders, then, effective as of the Consent Date, the Revolving Credit Maturity Date of each Lender shall be extended to the Extended Revolving Credit Maturity Date as provided in Section 2.18(b)(ii)(1), and the respective Revolving Credit Commitments of the Lenders will not be subject to change at such Consent Date pursuant to this Section 2.18.

     (ii) If and only if the sum of (x) the aggregate amount of the Revolving Credit Commitments of the Extending Revolving Credit Lenders (that are not Increasing and Extending Revolving Credit Lenders) plus (y) the aggregate amount of the Proposed Additional Revolving Credit Commitments of the Increasing and Extending Revolving Credit Lenders (such sum, the “Extending Revolving Credit Commitments”) shall be

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equal to at least fifty percent (50%) of the then total Revolving Credit Commitments, then:

(1) effective as of the Consent Date, the Revolving Credit Maturity Date of each Extending Revolving Credit Lender shall be extended to the Extended Revolving Credit Maturity Date;

(2) the Borrower shall (so long as no Event of Default shall have occurred and be continuing) have the right, but not the obligation, during the period commencing on the Consent Date and ending on the immediately succeeding Anniversary Date to replace each Non-Extending Revolving Credit Lender as a party to this Agreement in accordance with Section 2.18(c); and

(3) the Administrative Agent shall notify the Issuing Bank and the Swing Loan Bank of the Extended Revolving Credit Maturity Date and the Lenders whose Revolving Credit Maturity Dates are the Extended Revolving Credit Maturity Date, and the Issuing Bank and the Swing Loan Bank, acting in its sole discretion, shall determine whether it shall elect to extend its Revolving Credit Maturity Date to the Extended Revolving Credit Maturity Date and shall so notify the Administrative Agent, at which time the Issuing Bank’s obligation to issue Letters of Credit pursuant to Section 2.04 and the Swing Loan Bank’s obligation to make Swing Loan pursuant to Section 2.03 shall be extended to the date that is thirty (30) days prior to the Extended Revolving Credit Maturity Date.

     (iii) If neither of the conditions specified in clause (i) or clause (ii) of this Section 2.18(b) is satisfied, then neither the Revolving Credit Maturity Date nor the Revolving Credit Commitment of any Lender will change pursuant to this Section 2.18 on such Consent Date, and the Borrower will not have the right to take any of the actions specified in Section 2.18(b)(ii)(2).

          (c) Replacement by the Borrower of Non-Extending Revolving Credit Lenders pursuant to Section 2.18(b)(ii)(2) shall be effected as follows (certain terms being used in this Section 2.18(c) having the meanings assigned to them in Section 2.18(d)) on the relevant Assignment Date:

     (i) the Assignors shall severally assign and transfer to the Assignees, and the Assignees shall severally purchase and assume from the Assignors, all of the Assignors’ rights and obligations (including, without limitation, the Assignors’ respective Revolving Credit Commitments) hereunder and under the Revolving Credit Notes;

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     (ii) each Assignee shall pay to the Administrative Agent, for account of the Assignors, an amount equal to such Assignee’s Share of the aggregate outstanding principal amount of the Loans then held by the Assignors; and

     (iii) the Borrower shall pay to the Administrative Agent, for account of the Assignors, all interest, fees and other amounts (other than principal of outstanding Loans) then due and owing to the Assignors by the Borrower hereunder (including, without limitation, payments due such Assignors, if any, under Sections 3.01 and 3.04).

The assignments provided for in this Section 2.18(c) shall be effected on the relevant Assignment Date in accordance with Section 10.06 and pursuant to one or more Assignments and Assumptions. After giving effect to such assignments, each Assignee shall have a Revolving Credit Commitment hereunder (which, if such Assignee was a Lender hereunder immediately prior to giving effect to such assignment, shall be in addition to such Assignee’s existing Revolving Credit Commitment) in an amount equal to the amount of its Assumed Commitment. Upon any such termination or assignment, each Assignor shall cease to be a party hereto to the extent of its assignment but shall continue to be obligated under and be entitled to the benefits of Section 10.04, as well as to any fees and other amounts accrued for its account under Sections 2.12, 3.01 or 3.04 and not yet paid.

          (d) For purposes of this Section 2.18 the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

          “Assigned Commitments” means the Commitments of Non-Extending Revolving Credit Lenders to be replaced pursuant to Section 2.18(b)(ii)(2).

          “Assignees” means, at any time, Increasing and Extending Revolving Credit Lenders and, if the Assigned Commitments exceed the aggregate amount of the Proposed Additional Revolving Credit Commitments, one or more Assuming Revolving Credit Lenders.

          “Assignment Date” means the relevant Anniversary Date or such earlier date as shall be acceptable to the Borrower, the relevant Assignors, the relevant Assignees and the Administrative Agent.

          “Assignors” means, at any time, the Non-Extending Revolving Credit Lenders to be replaced by the Borrower pursuant to Section 2.18(b)(ii)(2).

          The “Assumed Commitment” of each Assignee shall be determined as follows:

          (a) If the aggregate amount of the Proposed Additional Revolving Credit Commitments of all of the Increasing Revolving Credit Lenders shall exceed the aggregate

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amount of the Assigned Commitments, then (i) the amount of the Assumed Commitment of each Increasing and Extending Revolving Credit Lender shall be equal to (x) the aggregate amount of the Assigned Commitments multiplied by (y) a fraction, the numerator of which is equal to such Increasing and Extending Revolving Credit Lender’s Revolving Credit Commitment as then in effect and the denominator of which is the aggregate amount of the Revolving Credit Commitments of all Increasing and Extending Revolving Credit Lenders as then in effect; and (ii) no Assuming Revolving Credit Lender shall be entitled to become a Lender hereunder pursuant to Section 2.18(c) (and, accordingly, each Assuming Revolving Credit Lender shall have an Assumed Commitment of zero).

          (b) If the aggregate amount of the Proposed Additional Revolving Credit Commitments of all of the Increasing and Extending Revolving Credit Lenders shall be less than or equal to the aggregate amount of the Assigned Commitments, then: (i) the amount of the Assumed Commitment of each Increasing and Extending Revolving Credit Lender shall be equal to such Increasing and Extending Revolving Credit Lender’s Proposed Additional Commitment; and (ii) the excess, if any, of the aggregate amount of the Assigned Commitments over the aggregate amount of the Proposed Additional Revolving Credit Commitments shall be allocated among Assuming Revolving Credit Lenders in such a manner as the Borrower and the Administrative Agent may agree.

          (c) “Share” means, as to any Assignee, a fraction the numerator of which is equal to such Assignee’s Assumed Commitment and the denominator of which is the aggregate amount of the Assumed Commitments of all the Assignees.

          Section 2.19 Issuance of Letters of Credit.

          (a) Request for Issuance.

     (i) Each Letter of Credit issued after the date hereof shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the third (3^rd) Business Day prior to the proposed issuance of such Letter of Credit (or such shorter period of time as may be acceptable to the applicable Issuing Bank), by the Borrower to the applicable Issuing Bank. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing by telecopier, specifying therein the requested (A) date of such issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit (each such application and agreement being herein called a “Letter of Credit Agreement”) as the Issuing Bank may specify to the Borrower for use in connection with such requested Letter of Credit.

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     (ii) If the requested form of such Letter of Credit is reasonably acceptable to the applicable Issuing Bank, the Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article 4.02, make such Letter of Credit available to the Borrower at its address set forth on Schedule 10.02 or as otherwise agreed with the Borrower in connection with such issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern.

     (iii) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Revolving Credit Percentage of the aggregate amount available to be drawn under such Letter of Credit. The Borrower hereby agrees to each such participation. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Lender’s Applicable Revolving Credit Percentage of the Available Amount of such Letter of Credit at each time such Lender’s Revolving Credit Commitment is amended pursuant to the operation of Section 2.17 or 2.18, as applicable, by an assignment in accordance with Section 10.06 or otherwise pursuant to this Agreement.

          (b) Drawing and Reimbursement.

     (i) The payment by the Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of a Letter of Credit Loan, which shall be a Base Rate Loan, in the amount of such draft. The Issuing Bank shall give prompt notice (and the Issuing Bank will use its commercially reasonable efforts to deliver such notice within one (1) Business Day) to the Borrower and the Administrative Agent of each drawing under any Letter of Credit issued by it. Upon written demand by the Issuing Bank, with a copy of such demand to the Administrative Agent, each Lender shall pay to the Administrative Agent such Lender’s Applicable Revolving Credit Percentage of such outstanding Letter of Credit Loan, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of the Issuing Bank, by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Loan to be funded by such Lender.

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Promptly after receipt thereof, the Administrative Agent shall transfer such funds to the Issuing Bank. Each Lender agrees to fund its Applicable Revolving Credit Percentage of such outstanding Letter of Credit Loan on (i) the Business Day on which demand therefor is made by the Issuing Bank, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first (1^st) Business Day next succeeding such demand if notice of such demand is given after such time. If and to the extent that any Lender shall not have so made the amount of such Letter of Credit Loan available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Loan made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Loan made by the Issuing Bank shall be reduced by such amount on such Business Day.

     (ii) The Lenders’ obligations to make such payments to the applicable Issuing Bank under this paragraph (b), and the applicable Issuing Bank’s right to receive the same, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, the financial condition of the Borrower (or any other account party), the existence of any Default, the failure of any of the conditions set forth in Article IV to be satisfied, or the termination of the Commitments. Each such payment to the applicable Issuing Bank shall be made without any offset, abatement, withholding or reduction whatsoever.

     (c) The Issuing Bank shall furnish (i) to the Administrative Agent on the first (1^st) Business Day of each month a written report summarizing issuance and expiration dates of Letters of Credit issued by it during the preceding month and drawings during such month under all Letters of Credit and (ii) to the Administrative Agent and each Lender on the first (1^st) Business Day of each calendar quarter a written report setting forth the average daily aggregate Available Amount during the preceding calendar quarter of all Letters of Credit issued by it.

     (d) The failure of any Lender to make the Letter of Credit Loan to be made by it on the date specified in Section 2.19(b) shall not relieve any other Lender of its obligation hereunder to make its Letter of Credit Loan on such date, but no Lender shall be responsible for the failure of any other Lender to make the Letter of Credit Loan to be made by such other Lender on such date.

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     (e) Obligations Absolute. The obligations of the Borrower under this Agreement, any Letter of Credit Agreement and any other agreement or instrument relating to any Letter of Credit (and the obligations of the Lenders to purchase portions of Letter of Credit Loans pursuant to paragraph (b) above) shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement, such Letter of Credit Agreement and such other agreement or instrument under all circumstances, including, without limitation, the following circumstances (it being understood that any such payment by the Borrower is without prejudice to, and does not constitute a waiver of, any rights the Borrower might have or might acquire as a result of the payment by the Issuing Bank or the Lenders of any draft or the reimbursement by the Borrower thereof):

     (i) any lack of validity or enforceability of this Agreement, any Letter of Credit Agreement, any Letter of Credit or any other agreement or instrument relating thereto (this Agreement and all of the other foregoing being, collectively, the “L/C Related Documents”);

     (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of the Borrower in respect of any L/C Related Document or any other amendment or waiver of or any consent to departure from all or any of the L/C Related Documents;

     (iii) the existence of any claim, set off, defense or other right that the Borrower may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Issuing Bank or any other Person, whether in connection with the transactions contemplated by the L/C Related Documents or any unrelated transaction;

     (iv) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

     (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or

     (vi) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including, without limitation, any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower.

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ARTICLE III
TAXES, YIELD PROTECTION AND ILLEGALITY

          Section 3.01 Taxes.

          (a) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required by applicable law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the Administrative Agent or Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Entity in accordance with applicable law.

          (b) Payment of Other Taxes by the Borrower. Without limiting Section 3.01(a), the Borrower shall timely pay any Other Taxes to the relevant Governmental Entity in accordance with applicable law.

          (c) Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) paid by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Entity. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

          (d) Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Entity, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Entity evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

          (e) Status of Lenders. Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Loan Document shall deliver to the Borrower (with a

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copy to the Administrative Agent), on or prior to the Closing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 10.06(b) (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.

Without limiting the generality of the foregoing, in the event that the Borrower is resident for tax purposes in the United States, any Foreign Lender shall deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the Closing Date, or in the case of a Foreign Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 10.06(b) (unless the respective Foreign Lender was already a Foreign Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Foreign Lender (and from time to time thereafter upon the request of the Borrower or the Administrative Agent), whichever of the following is applicable:

     (i) duly and validly completed copies of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party,

     (ii) duly and validly completed copies of Internal Revenue Service Form W-8ECI,

     (iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate (a “Non-Bank Certificate”) to the effect that such Foreign Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (y) duly completed copies of Internal Revenue Service Form W-8BEN, or

     (iv) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly and validly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made.

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In addition, each Lender agrees that from time to time after the Closing Date provided there has not been a Change in Law that makes it unable to do so, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower new duly completed original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interest exemption) and a Non-Bank Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Note. Notwithstanding anything to the contrary contained in Section 3.01(a), (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Foreign Lender to the extent that such Lender has not provided to the Borrower United States Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding (or, in the case of a Foreign Lender that has established a reduced rate of withholding, up to such reduced rate) and (y) the Borrower shall not be obligated pursuant to Section 3.01(a) to gross up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if such Lender has not provided the Borrower the Internal Revenue Service Forms required to be provided the Borrower pursuant to this Section 3.01(e).

          (f) Treatment of Certain Refunds. If the Administrative Agent or any Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 3.01, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.01 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Entity with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Entity) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Entity. This Section 3.01(f) shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

          (g) Form W-9. Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for United States federal income tax purposes agrees to provide the Borrower with two accurate and complete signed original copies of Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification), or

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any successor form, on or prior to the date hereof (or on the date such Lender becomes a Lender hereunder as provided in Section 10.06(b)), when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate.

          (h) Alternative Lending Office. If the Borrower is required to pay Lender any additional amounts pursuant to this Section 3.01, such Lender shall, upon the reasonable request of the Borrower, use reasonable efforts to select an alternative Lending Office which would not result in the imposition of such Taxes or Other Taxes; provided, however, that no Lender shall be obligated to select an alternative Lending Office if such Lender Party determines that (i) as a result of such selection such Lender would be in violation of an applicable law, regulation, or treaty, or would incur unreasonable additional costs or expenses or (ii) such selection would be inadvisable for regulatory reasons or inconsistent with the interests of such Lender.

          Section 3.02 Illegality.

          If any Lender determines that any Change in Law has made it unlawful, or that any Governmental Entity has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Entity has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

          Section 3.03 Inability to Determine Rates.

          If the Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the

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Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

          Section 3.04 Increased Costs; Reserves on Eurodollar Rate Loans.

     (a) Increased Costs Generally. If any Change in Law shall:

     (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(e));

     (ii) change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or

     (iii) impose on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, the Borrower will pay to such Lender, such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

          (b) Capital Requirements. If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender, as the case may be, such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

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          (c) Certificates for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in Section 3.04(a) or (b) and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof provided such amounts do not relate to any period which is more than six (6) months prior to the Borrower’s receipt of such certificate.

          (d) Delay in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 3.04 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 3.04 for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

          (e) Reserves on Eurodollar Rate Loans. The Borrower shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least ten (10) days’ prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice ten (10) days prior to the relevant Interest Payment Date, such additional interest shall be due and payable ten (10) days from receipt of such notice.

          Section 3.05 Compensation for Losses.

          Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

          (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

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          (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or

          (c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.13;

including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

          Section 3.06 Mitigation Obligations; Replacement of Lenders.

          (a) Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Entity for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then upon request of the Borrower, such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

          (b) Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Entity for the account of any Lender pursuant to Section 3.01, the Borrower may replace such Lender in accordance with Section 10.13.

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          Section 3.07 Survival.

          All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.

ARTICLE IV
CONDITIONS PRECEDENT

          Section 4.01 Conditions of Effectiveness.

          This Agreement shall become effective as of the Closing Date, subject to the following conditions precedent:

          (a) The Documentation Agent shall have received the following, each of which shall be originals or telecopies (followed promptly by originals), each properly executed by an Authorized Officer of the signing Loan Party, and each in form and substance satisfactory to the Documentation Agent and each of the Lenders:

     (i) executed counterparts of this Agreement;

     (ii) a Revolving Credit Note and/or Term Note, as applicable, executed by the Borrower in favor of each Lender, as applicable, requesting such Revolving Credit Note and/or Term Note;

     (iii) counterparts of the Subsidiary Guaranty executed by each Domestic Subsidiary which is a Material Subsidiary;

     (iv) counterparts of the Pledge Agreements executed by the Borrower together with the original certificates evidencing the applicable ownership interests (if applicable) along with appropriate transfer powers executed in blank; and

     (v) the other Loan Documents.

          (b) The Documentation Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by an Authorized Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Documentation Agent and each of the Lenders:

     (i) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Authorized Officers of each Loan Party as the Documentation Agent may reasonably require evidencing the identity, authority and capacity of each

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Authorized Officer thereof authorized to act as an Authorized Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party;

     (ii) the Organization Documents of each Material Subsidiary and such other documents and certifications as the Documentation Agent may reasonably require to evidence that each Loan Party is duly organized or formed, validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;

     (iii) favorable opinions of Buchanan Ingersoll & Rooney PC, special counsel to the Loan Parties, and Lavery, de Billy, S.E.N.C.R.L./L.L.P, special Quebec counsel to the Loan Parties as to such matters concerning the Loan Parties and the Loan Documents as the Documentation Agent and Lenders may reasonably request;

     (iv) a favorable opinion of Chadbourne & Parke MNP, special U.K. counsel to the Documentation Agent;

     (v) projected consolidated financial statements (including a proforma opening balance sheet, proforma operating statements and proforma cash flow statements) of the Borrower and its Subsidiaries for the period from the Closing Date through December 31, 2012, each in form and substance reasonably acceptable to the Documentation Agent and the Lenders;

     (vi) such other documents as the Documentation Agent any Lender or their counsel may have reasonably requested; and

     (vii) satisfactory Lien search results with respect to the Borrower and each Guarantor.

          (c) The representations and warranties of the Borrower and each other Loan Party contained in Article V and in the other Loan Documents shall be true and correct on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all respects as of such earlier date.

          (d) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof.

          (e) All amounts due and payable pursuant to the Co-Lead Arranger Fee Letter shall have been received by Fifth Third Bank.

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          (f) The Documentation Agent and/or the Administrative Agent, as applicable, shall have received payment of all amounts due and payable with respect to reasonable out-of-pocket costs, fees and expenses (including, without limitation, reasonable legal fees and expenses incurred by its special counsel and special Quebec counsel) incurred through the Closing Date in connection with the Documentation Agent’s due diligence investigation of the Borrower and its Subsidiaries and the negotiation of the Loan Documents.

          Section 4.02 Conditions to Borrowing and Issuance of Letters of Credits.

          The obligation of each Lender to honor the notice of Term Loan Borrowing, any Notice of Revolving Loan Borrowing, the Swing Loan Bank to honor any Notice of Swing Loan Borrowing and of the Issuing Bank to issue any Letter of Credit is subject to the following conditions precedent:

          (a) The representations and warranties of the Borrower and each other Loan Party contained in Article V (other than the representation set forth in Section 5.04) shall be true and correct on and as of the date of the Borrowing or issuance, both before and after giving effect to the application of proceeds of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date.

          (b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof.

          (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof.

          (d) The Administrative Agent and the Documentation Agent, as applicable, shall have received on or prior to such Borrowing payment of all reasonable out-of-pocket costs, fees and expenses then owing hereunder, under the Documentation Agent Fee Letter or under the Administrative Agent Fee Letter, as applicable.

          Section 4.03 Conditions to Commitment Increases.

          Each Commitment Increase requested by the Borrower pursuant to Section 2.17 is subject to the following conditions precedent:

          (a) The representations and warranties of the Borrower and each other Loan Party contained in Article V shall be true and correct on and as of the applicable Revolving Credit Increase Date, both before and after giving effect to such Commitment Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date.

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          (b) No Default shall exist, or would result from such proposed Commitment Increase.

          (c) The Administrative Agent and the Documentation Agent, as applicable, shall have received on or prior to such Revolving Credit Increase Date, payment of all reasonable out-of-pocket costs, fees and expenses then owing hereunder.

ARTICLE V
REPRESENTATIONS AND WARRANTIES

          The Borrower represents and warrants to the Administrative Agent, the Issuing Bank and the Lenders that:

          Section 5.01 Organization, Good Standing and Qualification.

          The Borrower and each other Loan Party is an entity duly organized, validly existing and in good standing under the laws of its respective jurisdiction of organization and has all requisite corporate, partnership or limited liability power and authority to own and operate its material properties and assets and to carry on its business as currently conducted in all material respects and is qualified to do business and is in good standing as a foreign entity in each jurisdiction where the ownership or operation of its properties and assets or conduct of its business requires such qualification, except where the failure to be so qualified as a foreign entity or be in good standing would not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect.

          Section 5.02 Authority.

          Each Loan Party has all requisite power and authority and has taken all action necessary in order to execute, deliver and perform its obligations under the Loan Documents and to consummate, on the terms and subject to the conditions thereof, the transactions contemplated thereby; each Loan Document has been duly executed and delivered by each Loan Party thereto and is a valid and legally binding agreement of such Loan Party enforceable against such Loan Party in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”).

          Section 5.03 Governmental Filings; No Violations.

          (a) No notices, reports, registrations or other filings are required to be made by any Loan Party with, and no consents, registrations, approvals, permits or authorizations required to be obtained by any Loan Party from, any United States or foreign federal, state, or local governmental or regulatory authority, agency, commission, body or other governmental

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entity (each a “Governmental Entity”), in connection with the execution and delivery of the Loan Documents and the consummation by each Loan Party of the transactions contemplated hereby, except for those notices, reports, registrations or other filings that have been obtained or which the failure to make or obtain would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect or prevent, materially delay or materially impair the ability of any Loan Party to perform its obligations under the Loan Documents.

          (b) The execution, delivery and performance of the Loan Documents and the consummation by each Loan Party of the transactions contemplated hereby will not constitute or result in (i) a breach of any applicable law or regulation, (ii) a breach or violation of, or a default under, either the articles of incorporation or by-laws (or comparable governing instruments) of such Loan Party or (iii) a breach or violation of, a default under, the acceleration of any obligations, the loss of any right or benefit, or the creation of a lien, pledge, security interest or other encumbrance on the assets of the Borrower or any Subsidiary of the Borrower other than the Liens described in clause (l) or (m) of the definition of Permitted Liens (with or without notice, lapse of time or both) pursuant to, any agreement, lease, contract, note, mortgage, indenture, arrangement or other obligation not otherwise terminable by the other party thereto on ninety (90) days or less notice (“Contracts”) binding upon the Borrower or any Subsidiary of the Borrower or any Law or governmental or non-governmental permit or license to which the Borrower or any of its Subsidiaries is subject.

          Section 5.04 Financial Statements.

          The Borrower has furnished to the Lenders (a) the Audited Financial Statements and (b) the unaudited consolidated financial statements of the Borrower and its Subsidiaries for the period ended June 30, 2008 (collectively the “Financial Statements”). Each of the Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present the financial condition of the Borrower and its respective Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and, in the case of such unaudited statements, except for absence of footnotes and normal year-end audit adjustments.

          Section 5.05 Disclosure.

          No written information, exhibit or report furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the negotiation and syndication of this Agreement or pursuant to the terms of this Agreement contained, as of the respective dates thereof, any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein, taken as a whole, not misleading.

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          Section 5.06 Material Adverse Change.

          No event or condition has occurred since the date of the Audited Financial Statements that has had, or could reasonably be expected to have, a Material Adverse Change.

          Section 5.07 Litigation.

          Except as set forth on Schedule 5.07, there are no civil, criminal or administrative actions, litigation, suits, claims, hearings, investigations, reviews or proceedings (collectively, “Litigation Claims”), pending or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries, which could reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect or that could reasonably be expected to materially and adversely affect the legality, validity or enforceability of the Loan Documents. There are no material SEC inquiries or investigations, other material governmental inquiries or investigations or material internal investigations pending, or to the knowledge of the Borrower, threatened, in each case regarding any accounting practices of the Borrower or any of its Subsidiaries or any malfeasance by any director or executive officer of the Borrower or any of its Subsidiaries.

          Section 5.08 Employee Benefits.

          (a) All Compensation and Benefit Plans of the Borrower and each of its Subsidiaries, to the extent subject to ERISA and the Code, are in compliance in all material respects with the applicable provisions of ERISA, the Code and any other applicable Law. Each Compensation and Benefit Plan of the Borrower and each of its Subsidiaries that is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA (a “Pension Plan”) and that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter (or opinion letter, if applicable) from the IRS, and nothing has occurred, whether by action or failure to act, that would reasonably be expected to cause the loss of such qualification or that would reasonably be expected to result in penalties or fines to the Borrower or any of its Subsidiaries related to such loss of qualification. There is no material pending or, to the knowledge of the Borrower, threatened litigation or other governmental proceeding relating to any of the Compensation and Benefit Plans of the Borrower and each of its Subsidiaries. Neither the Borrower nor any of its Subsidiaries has engaged in a transaction with respect to any Compensation and Benefit Plan that, assuming the taxable period of such transaction expired as of the date hereof, would subject the Borrower or any of its Subsidiaries to a material tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA.

          (b) No ERISA Event has occurred or is reasonably expected to occur.

          (c) All contributions (and premium payments in respect of) required to be made under the terms of any Compensation and Benefit Plan of the Borrower and its Subsidiaries or applicable Law subject to United States law have been timely made or have been

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reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Company Reports. Neither the Borrower nor any of its Subsidiaries has provided, or is required to provide, security to any Pension Plan subject to United States law or to any single-employer plan of an ERISA Affiliate pursuant to Section 401(a)(29) of the Code.

          (d) Except as disclosed in the Borrower’s 10K and 10Q filings with the SEC, neither the Borrower nor its Subsidiaries has any obligations for, or liabilities with respect to, retiree health and life benefits under any Compensation and Benefit Plan of the Borrower and its Subsidiaries subject to United States law, except for benefits required to be provided under Section 4980B of the Code or any other applicable state law requiring continuation of health coverage. The total projected liabilities of the Borrower and Subsidiaries retiree health and life benefits, as disclosed in the Borrower’s 10K and 10Q filings with the SEC, are not reasonably expected to result in a Material Adverse Effect.

          (e) Neither the negotiation and execution of Loan Documents nor the consummation of the transactions contemplated hereby will (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Compensation and Benefit Plan of the Borrower and its Subsidiaries that will or may result in any payment (whether of severance pay or otherwise), acceleration of payment, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee or former employee of the Borrower or any of its Subsidiaries.

          (f) Neither the Borrower nor any of its Subsidiaries has or could reasonably be expected to have any material liabilities or obligations arising out of a failure to operate any Compensation and Benefit Plan in good faith compliance with Code Section 409A since January 1, 2006.

          (g) With respect to each Compensation and Benefit Plan of the Borrower and its Subsidiaries not subject to United States law (a “Company Foreign Benefit Plan”): (i) each Company Foreign Benefit Plan is in compliance with applicable Law; (ii) each Company Foreign Benefit Plan required to be registered with a regulatory agency or authority has been registered and has been maintained in good standing with such agency or authority, and (C) the fair market value of the assets of each Company Foreign Benefit Plan is sufficient to provide for the accrued benefit obligations with respect to all current and former participants in such plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Company Foreign Benefit Plan.

          Section 5.09 Compliance with Laws.

          The Borrower and its Subsidiaries are in compliance in all material respects with all applicable laws, rules, regulations and orders (other than Environmental Laws which are

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addressed in Section 5.10) except where the failure to comply would not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect.

          Section 5.10 Environmental Matters.

          Except for such matters that would not be reasonably expected to cause, either individually or in the aggregate, a Material Adverse Effect: (i) the operations of the Borrower and its Subsidiaries are and have been in compliance with all applicable Environmental Laws; (ii) each of the Borrower and its Subsidiaries possesses and maintains in effect all environmental permits, licenses, authorizations and approvals required under applicable Environmental Laws with respect to the properties and business of the Borrower and its Subsidiaries; (iii) neither the Borrower nor any of its Subsidiaries has received any written environmental claim, notice or request for information concerning any violation or alleged violation of any applicable Environmental Law, nor, to the Borrower’s knowledge, is there any existing factual or legal basis for any such claim, notice or request for information; (iv) neither the Borrower nor any of its Subsidiaries has any knowledge of a release or threat of release of any Hazardous Substances in violation of any Environmental Law which would reasonably be expected to result in liability to the Borrower or any of its Subsidiaries at any of its Subsidiaries’ current or former properties or at any other property arising from its or any of its Subsidiaries’ current or former operations; (v) to the Borrower’s knowledge there are no writs, injunctions, decrees, orders or judgments outstanding, or any actions, suits or proceedings pending relating to compliance by the Borrower or any of its Subsidiaries with any environmental permits, licenses, authorizations and approvals required under applicable Environmental Laws or liability of the Borrower or any of its Subsidiaries under any applicable Environmental Law; and (vi) to the Borrower’s knowledge no Lien has been placed upon any of the Borrower’s or its Subsidiaries’ properties (whether owned, leased or managed) under any Environmental Law.

          Notwithstanding any other provision of this Agreement to the contrary (including, but not limited to, Section 5.09), the representations and warranties of the Borrower in this Section 5.10 constitute the sole representations and warranties of the Borrower with respect to any Environmental Law or Hazardous Substance.

          Section 5.11 Payment of Taxes.

          The Borrower and each of its Subsidiaries has filed or caused to be filed all Federal and other material tax returns that are required to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other taxes, fees or other charges imposed on it or any of its property by any governmental authority (other than any the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the Borrower or such Subsidiary).

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No tax Lien has been filed and, to the knowledge of the Borrower, no claim is being asserted, with respect to any such tax, fee or other charge.

          Section 5.12 Intellectual Property.

          (a) The Borrower and each of its Subsidiaries owns, or is licensed or otherwise possesses sufficient legally enforceable rights to use and enforce all Intellectual Property Rights, except for any such failures to own, be licensed, possess or enforce that, individually or in the aggregate, would not be reasonably expected to have a Material Adverse Effect.

          (b) Except for such matters that, individually or in the aggregate, would not be reasonably expected to have a Material Adverse Effect, to the Borrower’s knowledge, the use of any Intellectual Property Rights by the Borrower or its Subsidiaries does not conflict with, infringe upon, violate or interfere with, or constitute an appropriation of any right, title, interest or goodwill, including any valid patent, trademark, trade name, service mark or copyright or other intellectual property right of any other Person.

          Section 5.13 Title to Properties.

          The Borrower and each of its Subsidiaries has good and valid title to, or valid leasehold interests in, all of its material properties and assets, free and clear of all Liens other than Permitted Liens and such Liens that, individually or in the aggregate, would not be reasonably expected to have a Material Adverse Effect.

          Section 5.14 Material Contracts.

          Neither the Borrower nor any of its Subsidiaries has breached, or received in writing any claim that it has breached any of the terms and conditions of any Contract to which it is a party or by which it is bound in such a manner as, individually or in the aggregate, would be reasonably expected to have a Material Adverse Effect. Each Contract to which the Borrower or any of its Subsidiaries is a party or by which it is bound that has not expired or terminated by its terms is valid and in full force and effect, binding upon the Borrower or such Subsidiary in accordance with its terms, subject to the Bankruptcy and Equity Exception, except where the failure to be valid and in full force and effect or not binding, individually or in the aggregate, would not be reasonably expected to have a Material Adverse Effect.

          Section 5.15 Insurance.

          The Borrower maintains for itself and its Subsidiaries insurance policies covering the assets, business interruption, equipment, properties, employees, directors and officers and liability claims, and such other forms of insurance in such amounts, with such deductibles and

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against such risks and losses as, in its judgment, are reasonable for the business and assets of the Borrower and its Subsidiaries. All such insurance policies are in full force and effect, all premiums due and payable thereon have been paid, and the Borrower and its Subsidiaries are otherwise in compliance with the terms and conditions of such policies and bonds except for failures to so comply that, individually or in the aggregate, would not be reasonably expected to have a Material Adverse Effect.

          Section 5.16 Federal Reserve Regulations.

          No Loan Party nor any Subsidiary is engaged, directly or indirectly, principally, or as one of its important activities, in the business of extending, or arranging for the extension of, credit for the purpose of purchasing or carrying Margin Stock. No part of the proceeds of any Loan will be used in a manner which would violate, or result in a violation of, Regulation T, U or X of the FRB. Neither the making of any Loan hereunder nor the use of the proceeds thereof will violate or be inconsistent with the provisions of Regulations T, U or X.

          Section 5.17 Investment Company.

          No Loan Party nor any Subsidiary is, or after giving effect to any Borrowing will be, an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

          Section 5.18 Subsidiaries.

          Schedule 5.18, as updated from time to time by the Borrower pursuant to Section 6.09, sets forth the name and jurisdiction of formation of each Subsidiary and the percentage of each class of capital stock or other ownership interest owned by the Borrower or any Subsidiary as of the end of the most recently ended fiscal quarter. The Subsidiaries executing a Subsidiary Guaranty as of the Closing Date constitute all the Material Subsidiaries of the Borrower which are Domestic Subsidiaries. Sixty-five percent (65%) of the capital stock of each Material Subsidiary which is a Foreign Subsidiary of the Borrower as of the Closing Date has been pledged to the Administrative Agent pursuant to a Pledge Agreement, or in the case of any Material Subsidiary which is a Foreign Subsidiary but is owned by a Foreign Subsidiary, sixty-five percent (65%) of the capital stock of the first-tier Foreign Subsidiary which owns such Material Subsidiary which is a Foreign Subsidiary has been pledged to the Administrative Agent.

          Section 5.19 Solvency.

          Each Loan Party is, individually and together with its Subsidiaries, Solvent.

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          Section 5.20 Pledged Equity.

          The Pledge Agreements create legal and valid, perfected first priority Liens on the Pledged Equity.

          Section 5.21 Pari Passu.

          The obligations of the Borrower under this Agreement and the Notes rank at least pari passu in priority of payment with all other Debt of the Borrower, except Debt of the Borrower secured by Permitted Liens. The obligations of a Guarantor under a Subsidiary Guaranty executed by such Guarantor rank at least pari passu in priority of payment with all other Debt of such Guarantor, except Debt of such Guarantor secured by Permitted Liens.

ARTICLE VI
AFFIRMATIVE COVENANTS

          From and after the Closing Date, so long as any Lender shall have any Commitment hereunder, any Letter of Credit shall remain outstanding or any Loan or other Obligation (other than contingent indemnification obligations with respect to unasserted claims) hereunder shall remain unpaid or unsatisfied, the Borrower shall:

          Section 6.01 Financial Reporting.

          Furnish to the Administrative Agent (for distribution to each Lender):

          (a) As soon as practicable and in any event within ninety (90) days after the close of each fiscal year, the consolidated statements of income, retained earnings and cash flow of the Borrower and its Subsidiaries for such fiscal year, and the related consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, accompanied by an opinion of certified public accountants of recognized standing which are reasonably satisfactory to the Administrative Agent, which opinion shall not be limited as to scope or contain a “going concern” or like qualification or exception and shall state that such financial statements fairly present the consolidated financial condition and results of operations, as the case may be, of the Borrower and its Subsidiaries in accordance with GAAP as at the end of, and for, such fiscal year.

          (b) As soon as practicable and in any event within sixty (60) days after the close of each of the first three fiscal quarters of each fiscal year, the consolidated unaudited balance sheets of the Borrower and its Subsidiaries as at the close of each such period and related consolidated statements of income, retained earnings and cash flow for the period from the beginning of such fiscal year to the end of such fiscal Quarter, in each case setting forth in

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comparative form results of the corresponding period in the preceding fiscal year, all certified by a Financial Officer of the Borrower as fairly presenting the consolidated financial condition and results of operations of the Borrower and its Subsidiaries for such period in accordance with GAAP (subject to normal year-end adjustments and the absence of footnotes).

          (c) Together with the financial statements required by Sections 6.01(a) and (b), a compliance certificate in the form of Exhibit I signed by a Financial Officer of the Borrower showing the calculations necessary to determine compliance with Section 7.04 of this Agreement and stating that no Default has occurred and is continuing, or if a Default has occurred and is continuing, stating the nature and status thereof and the details of any action taken or proposed to be taken with respect thereto.

          (d) As soon as possible and in any event within ten (10) days after an executive officer of the Borrower knows that any ERISA Event has occurred that, when taken together with all other ERISA Events that have occurred, could result in a material liability to the Loan Parties, a statement, signed by a Financial Officer of the Borrower, describing such ERISA Event and the action which the Borrower proposes to take with respect thereto.

          (e) Promptly upon the filing thereof, copies of all filings and annual, quarterly, monthly or other regular reports which the Borrower or any Subsidiary files with the SEC.

          (f) Subject to Section 10.07, such other information regarding the operations, business affairs and financial condition of a Loan Party or Subsidiary or compliance with this Agreement as the Administrative Agent or any Lender may from time to time reasonably request.

Information required to be delivered pursuant to Sections 6.01(a) and (b) and Section 6.01(e) shall be deemed to have been delivered on the date on which the Borrower provides written notice to the Lenders that such information has been posted on the Borrower’s website on the Internet at http://www.rtiintl.com/ or at http://www.sec.gov; provided that such notice may be included in the certificates delivered pursuant to Section 6.01(c); provided further that the Borrower shall deliver paper copies of the information referred to in Section 6.01(d) and that, if any Lender requests delivery thereof, the Borrower shall deliver to such Lender paper copies of the information referred to in Sections 6.01(a) and (b) and Section 6.01(e) within five (5) Business Days after delivery is otherwise required hereunder.

          The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Documentation Agent may make available to the Lenders materials or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive

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material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Documentation Agent and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States federal and state securities laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and the Documentation Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”

          Section 6.02 Notices.

          Notify the Administrative Agent and each Lender promptly, but in any event not later than five (5) Business Days (unless otherwise indicated below) after an executive officer of the Borrower obtains knowledge thereof, of the following:

          (a) The occurrence of any Default if such Default is continuing.

          (b) The occurrence of any other development, financial or otherwise, relating specifically to the Borrower or any Subsidiaries (and not of a general economic or political nature) which could reasonably be expected to have a Material Adverse Effect.

          (c) Any judicial or administrative order limiting or controlling the business of the Borrower or any of its Subsidiaries (and not the industry in which the Borrower or such Subsidiary is engaged generally) which has been issued or adopted which could reasonably be expected to have a Material Adverse Effect.

          (d) The commencement of any litigation which could reasonably be expected to result in a Material Adverse Effect.

          Section 6.03 Use of Proceeds.

          Use the proceeds of the Loans only to pay fees and expenses related to the closing of the Loans, this Agreement and the other Loan Documents, to fund capital expenditures and for general corporate purposes. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of Regulation T, U or Regulation X of the Regulations of the FRB.

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          Section 6.04 Preservation of Existence.

          Except as permitted under Section 7.05, maintain and cause each Material Subsidiary to maintain its corporate, partnership or limited liability company existence and its good standing in the state of its formation and in each other jurisdiction in which its ownership or lease of property or the nature of its businesses make such qualification necessary (except for such jurisdictions in which such failure to be so qualified individually or in the aggregate would not result in a Material Adverse Effect).

          Section 6.05 Insurance.

          Maintain, and cause each Subsidiary to maintain, with financially responsible insurance companies (or through self insurance to the extent consistent with prudent business practice) insurance in such amounts and against such risks and losses as are consistent with the insurance maintained by the Borrower and its Subsidiaries in the ordinary course of business consistent with past practice.

          Section 6.06 Compliance with Laws.

          Comply, and cause each of its Subsidiaries to comply, in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to which it may be subject, the failure to comply with which could reasonably be expected to have a Material Adverse Effect.

          Section 6.07 Access.

          Upon reasonable prior notice, and except as may otherwise be required or restricted by applicable Law, afford, and shall cause each of its Subsidiaries to afford, the officers, employees, counsel, accountants and other authorized representatives of the Administrative Agent and each Lender reasonable access, during normal business hours, to its executive officers, to its properties, books, contracts and records and furnish promptly all information concerning its business, properties, personnel and Litigation Claims as may reasonably be requested but only to the extent such access does not unreasonably interfere with the business or operations of the Borrower or its Subsidiaries; provided that no investigation pursuant to this Section 6.07 shall affect or be deemed to modify any representation or warranty made by the Borrower in this Agreement; provided that neither the Borrower nor any of its Subsidiaries shall be required to provide information (a) in breach of applicable Law, (b) that is subject to confidentiality obligations or (c) where disclosure would affect attorney-client privilege. All requests for information made pursuant to this Section 6.07 shall be directed to an executive officer of the Borrower or such other Person as may be designated by its executive officers. Each Lender shall attempt to coordinate such rights with those of the Administrative Agent.

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          Section 6.08 Payment Taxes and Other Obligations.

          Pay its obligations, including Tax liabilities, that if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where the validity or amount thereof is being contested in good faith by appropriate proceedings and the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP.

          Section 6.09 New Material Subsidiaries.

          Cause each Domestic Subsidiary that shall at any time after the Closing Date become a Material Subsidiary to enter into a Guaranty Supplement no later than thirty (30) days after such Domestic Subsidiary shall become a Material Subsidiary, as determined at the end of each fiscal quarter of the Borrower. No later than forty-five (45) days after the Borrower or such Domestic Subsidiary shall acquire or otherwise own, directly or indirectly, after the Closing Date, any Foreign Subsidiary which is a Material Subsidiary as determined at the end of each fiscal quarter of the Borrower, enter into, or cause such Domestic Subsidiary to enter into, a Pledge Agreement and deliver an opinion of counsel reasonably satisfactory to the Documentation Agent in the jurisdiction of such Foreign Subsidiary whose ownership interests are subject to such Pledge Agreement with respect to the due authorization, enforceability and perfection of such pledge. Provide by the end of each fiscal quarter, an updated Schedule 5.18 to the extent necessary to maintain the accuracy of such Schedule.

          Section 6.10 Maintenance of Properties and Leases.

          Maintain in good repair, working order and condition (ordinary wear and tear excepted) in accordance with the general practice of other businesses of similar character and size, all of those properties useful or necessary to their respective businesses, and from time to time, the Borrower will make or cause to be made all appropriate repairs, renewals or replacements thereof.

          Section 6.11 Keeping of Records and Books of Account.

          Maintain and keep proper books of record and accounts which enable the Borrower to issue financial statements in accordance with GAAP and as otherwise required by applicable law of any Governmental Entity having jurisdiction over Borrower and its Subsidiaries, and in which full, true and correct entries shall be made in all material respects of all their respective dealings and business and financial affairs.

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          Section 6.12 Further Assurances.

          Upon the request of the Administrative Agent, each Loan Party shall, from time to time, at its expense, do such other acts and things as the Administrative Agent in its reasonable discretion may deem necessary or advisable from time to time in order to exercise and enforce its rights and remedies hereunder.

          Section 6.13 Transactions With Affiliates.

          Conduct, and cause each of its Subsidiaries to conduct, all transactions with any of its respective Affiliates upon fair and reasonable terms no less favorable than the Borrower or Subsidiary could obtain or could be entitled to in a comparable arm’s-length transaction with a Person which is not an Affiliate.

ARTICLE VII
NEGATIVE COVENANTS

          From and after the Closing Date, so long as any Lender shall have any Commitment hereunder, any Letter of Credit shall remain outstanding or any Loan or other Obligation (other than contingent indemnification obligations with respect to unasserted claims) hereunder shall remain unpaid or unsatisfied:

          Section 7.01 Debt.

          (a) The Borrower shall not, nor shall it permit any Guarantor to, create, incur, assume or suffer to exist any Debt other than:

     (i) Debt under the Loan Documents;

     (ii) Debt outstanding on the Closing Date and described on Schedule 7.01(a) (including any extensions or renewals thereof provided that there is no increase in the principal amount thereof);

     (iii) Debt in respect of any Hedging Agreement with a Lender or any Affiliate of a Lender entered into in the ordinary course of business to manage foreign currency or interest rate risk for the Borrower or any Loan Party;

     (iv) Debt scheduled to mature after the Revolving Credit Maturity Date and the Term Loan Maturity Date;

     (v) Debt of the Borrower to any Subsidiary or Debt of any Subsidiary to the Borrower or any other Subsidiary;

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     (vi) Debt (including, without limitation, Capitalized Lease Obligations) secured by Liens described in clause (h) of the definition of Permitted Liens in an aggregate principal amount not to exceed Twenty Million and 00/100 Dollars ($20,000,000.00);

     (vii) Debt that is convertible into equity interests of the Borrower, issued either pursuant to public issuances or private placements, and whether or not maturing prior to or after the later of the Revolving Credit Maturity Date and the Term Loan Maturity Date; provided that the holders of such Debt have no right to cause such Debt to be purchased, redeemed or otherwise repaid (in whole or in part) in cash prior to the Revolving Credit Maturity Date or the Term Loan Maturity Date.

so long as (x) no Event of Default shall have occurred and be continuing at the time of the incurrence of such Debt or would result from the incurrence of such Debt and (y) after giving effect to the incurrence of such Debt, on a pro forma basis as if such incurrence of such Debt had occurred on the first (1^st) day of the twelve-month period ending on the last day of the Borrower’s most recently completed fiscal quarter, the Borrower shall be in compliance with the financial covenants set forth in Section 7.04.

          (b) The Borrower shall not permit any of its Subsidiaries that is not a Guarantor, to create, incur, assume or suffer to exist any Debt other than:

     (i) Debt of such Subsidiary to the Borrower or any other Subsidiary;

     (ii) Debt existing on the Closing Date and described on Schedule 7.01(b) (including any extensions or renewals thereof provided that there is no increase in the principal amount thereof and including any additional advances under the Investment Quebec Facility so long as such advances do not exceed Five Million One Hundred Seventy-Five Thousand and 00/100 Canadian Dollars (CDN $5,175,000.00)); and

     (iii) Additional Debt in an aggregate principal amount not to exceed five percent (5%) of Consolidated Net Tangible Assets at any time outstanding;

so long as (x) no Event of Default shall have occurred and be continuing at the time of the incurrence of such Debt or would result from the incurrence of such Debt and (y) after giving effect to the incurrence of such Debt, on a pro forma basis as if such incurrence of such Debt had occurred on the first (1^st) day of the twelve-month period ending on the last day of the Borrower’s most recently completed fiscal quarter, the Borrower shall be in compliance with the financial covenants set forth in Section 7.04

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          Section 7.02 Liens.

          The Borrower and its Subsidiaries shall not at any time create, incur, assume, or suffer to exist any Lien on any of their respective property or assets, tangible or intangible, now owned or hereafter acquired, or agree or become liable to do so, except for Permitted Liens.

          Section 7.03 Fiscal Year; Nature of Business, Accounting Policies.

          The Borrower shall not, nor shall it permit any other Subsidiary to, directly or indirectly:

          (a) Substantively alter the general character of its business from that conducted by such Person as of the Closing Date; or

          (b) Change its fiscal year to end on any date other than December 31 of each year.

          (c) Except in the ordinary and usual course of business or as may be required by applicable Law and except to the extent required by GAAP as advised by such party’s regular independent accountants, change any material accounting principle, practice or method in a manner that is inconsistent with past practice.

          Section 7.04 Financial Covenants.

          The Borrower shall:

          (a) Leverage Ratio. Not permit as of the last day of any period of four (4) consecutive fiscal quarters of the Borrower, the ratio of Net Debt to Consolidated EBITDA (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 (4) consecutive fiscal quarters of the Borrower the ratio of Consolidated EBITDA to Consolidated Interest Expense for such 12-month period to be less than 2.00 to 1.00.

          Section 7.05 Liquidations, Mergers and Consolidations.

          The Borrower shall not, and shall not permit any of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger, consolidation or other business combination, whether accounted for under GAAP as a purchase or a pooling of interests and regardless of whether the value of the consideration paid or received is comprised of cash, common or preferred stock or other equity interests, or other assets, or sell, lease, transfer, or otherwise dispose of all or substantially all of its assets, provided that:

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          (a) any Subsidiary of the Borrower may consolidate with or merge into the Borrower or a Guarantor;

          (b) any Subsidiary of the Borrower may sell, lease transfer or otherwise dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or a Guarantor;

          (c) the Borrower or any Subsidiary may consolidate or merge with any Person, provided that (i) if the Borrower is a party to such merger or consolidation, the Borrower is the surviving Person, (ii) at the time of the consolidation or merger, no Event of Default shall have occurred and be continuing or be caused by such consolidation or merger, (iii) after giving effect to such merger or consolidation, (A) any Domestic Subsidiary which becomes a Material Subsidiary shall become a Guarantor and (B) the Borrower shall cause to be pledged pursuant to a Pledge Agreement to the Administrative Agent (x) sixty-five percent (65%) of the ownership interests of any Foreign Subsidiary which is a Material Subsidiary which is owned directly by the Borrower or any Domestic Subsidiary, and (y) sixty-five percent (65%) of the ownership interests of any first-tier Foreign Subsidiary which owns a Foreign Subsidiary which is a Material Subsidiary and deliver a legal opinion as required under Section 6.09, (iv) the consolidation or merger shall not be contested by such Person or the holders of its equity securities and shall be approved by such Person’s board of directors or other governing body and, if the Borrower shall use any portion of the Loans to fund such consolidation or merger, the Borrower also shall have delivered to the Lenders written evidence of the approval of the board of directors (or equivalent governing body) of such Person for such consolidation or merger, and (v) the Borrower shall have provided the Administrative Agent with a certificate stating that such merger or consolidation will not violate any covenants of this Agreement.

          Section 7.06 Dispositions of Assets or Subsidiaries.

          Excluding the payment of cash as consideration for assets purchased by, or services rendered to, the Borrower or any Subsidiary, neither the Borrower nor any of its Subsidiaries shall sell, convey, assign, lease, or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including but not limited to sale, assignment, discount or other disposition of receivables, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares or beneficial interests or partnership interests in Subsidiaries), except:

          (a) any sale, transfer or disposition of surplus, obsolete or worn out assets of the Borrower or a Subsidiary;

          (b) any sale, transfer or lease of inventory by the Borrower or any Subsidiary of the Borrower in the ordinary course of business;

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          (c) any sale, transfer or lease of assets by any Subsidiary of the Borrower to the Borrower or any other Subsidiary of the Borrower or by the Borrower to any Subsidiary of the Borrower; or

          (d) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (a) through (c) above, which in any one sale, transfer or lease of assets, or in any number of sales, transfers or leases of assets occurring (i) in any consecutive twelve month period involves the sale, transfer or lease of assets having a book value of not more than ten percent (10%) of the Consolidated Tangible Net Assets and (ii) during the term of this Agreement involves the sale, transfer, or lease of assets having a book value of not more than twenty percent (20%) of the Consolidated Tangible Net Assets (in each case, measured with respect to a series of sales, transfers or leases of assets on the day of the first sale).

          Section 7.07 Dividends and Related Distributions.

          Except in connection with (i) share purchased programs of the Borrower, (ii) employee stock purchase programs of the Borrower and its Subsidiaries and (iii) any Compensation and Benefit Plan, the Borrower shall not, and shall not permit any of its Subsidiaries to, make or pay, or agree to become or remain liable to make or pay, any dividend or other distribution of any nature (whether in cash, properties, securities or otherwise) on account of or in respect of its shares of capital stock, partnership interests or limited liability company interests on account of the purchase, redemption, retirement or acquisition of its shares of capital stock (or warrants, options or rights therefore), partnership interests or limited liability company interests other than, directly or indirectly, to the Borrower (each a “Specified Dividend”); provided, however, so long as no Event of Default or Default shall exist immediately prior to or after giving effect to any such Specified Dividend, the Borrower and its Subsidiaries may make or pay any such Specified Dividend (other than any Specified Dividend to any Subsidiary which is not a Guarantor). Except as set forth on Schedule 7.07, the Borrower shall not permit its Subsidiaries to enter into or otherwise be bound by any agreement prohibiting or restricting the payment of dividends or distributions to the Borrower.

          Section 7.08 Changes in Organizational Documents.

          The Borrower shall not, and shall not permit any Loan Party to, amend in any respect its certificate or articles of incorporation or comparable governing instruments without providing at least fifteen (15) days prior written notice to the Administrative Agent and the Lenders and, in the event such change would be materially adverse to the Lenders as determined by the Administrative Agent in its sole but reasonable discretion, obtaining the prior written consent of the Required Lenders.

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          Section 7.09 Negative Pledge.

          Except in connection with (i) Capitalized Leases and installment purchase agreements (in each case, as related to the specific assets financed), and (ii) as set forth in the Credit Agreement among RTI-Claro, Inc., the Borrower and National City Bank, Canada Branch dated as of December 27, 2006 and the Investment Quebec Facility (in each case, as related to the assets of RTI-Claro, Inc.), the Borrower shall not, and shall not permit any of its Subsidiaries to, enter into any agreement with any Person which, in any manner, whether directly or contingently, prohibits, restricts or limits the rights of the Borrower or any Subsidiary from granting any Lien to the Administrative Agent or the Lenders.

ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES

          Section 8.01 Events of Default.

          Any of the following shall constitute an Event of Default:

          (a) Non-Payment. (i) The Borrower shall fail to pay any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; or (ii) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (i)) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five (5) Business Days; or

          (b) Representations and Warranties. Any representation or warranty made or deemed made by or on behalf of the Borrower to the Lenders or the Administrative Agent under or in connection with this Agreement or the Transactions, shall be false in any material respect on the date as of which made or deemed made; or

          (c) Specific Covenants. The breach by the Borrower or any Subsidiary of any of the terms or provisions of Sections  6.02, 6.03, 6.04, 6.09 or Article VII or the breach by the Borrower or any Subsidiary of the terms or provisions of Section 6.01 which breach shall continue for a period of five (5) Business Days; or

          (d) Other Defaults. The breach by the Borrower (other than breaches specified in Section 8.01(a), (b) or (c)) or any other Loan Party of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within thirty (30) days after the earlier of (i) the date by which notice of such breach would be required to be given by the Borrower or such other Loan Party under this Agreement or such other Loan Document and (ii) written notice from the Administrative Agent or any Lender to the Borrower or other applicable Loan Party; or

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          (e) Cross-Default. The failure by the Borrower or any Subsidiary to make any payment of principal or interest under any agreement or agreements under which any Debt aggregating in excess of Fifty Million and 00/100 Dollars ($50,000,000.00) was created or is governed when due and payable (beyond any applicable grace period), or the occurrence of any other event or existence of any other condition, the effect of any of which is to cause, or to permit the holder or holders of such Debt to cause, such Debt to become due prior to its stated maturity; or any such Debt of the Borrower or any Subsidiary shall be declared to be due and payable or required to be prepaid (other than by regularly scheduled payment) prior to the stated maturity thereof; or

          (f) Insolvency Proceedings, Etc. The Borrower or any of its Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or its property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it as bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, rehabilitation, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 8.01(f) or (vi) become unable to pay, not pay, or admit in writing its inability to pay, its debts generally as they become due; or

          (g) Proceedings. (i) Without the application, approval or consent of the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator, conservator or similar official shall be appointed for the Borrower or any of its Subsidiaries or its property, or a proceeding described in Section 8.01(f)(iv) shall be instituted against the Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) consecutive days; or

          (h) Solvency. The Borrower or any Guarantor ceases to be Solvent or admits in writing its inability to pay its debts as they mature; or

          (i) Judgments. There is entered against the Borrower or any of its Subsidiaries (i) a final judgment or order for the payment of money in excess of Ten Million and 00/100 Dollars ($10,000,000.00) (or multiple judgments or orders for the payment of an aggregate amount in excess of Ten Million and 00/100 Dollars ($10,000,000.00)) which has not been paid, bonded or otherwise discharged within thirty (30) days after such judgment becomes final, or (ii) any non-monetary final judgment that has, or could reasonably be expected to have, a Material Adverse Effect which has not been bonded or discharged within thirty (30) days after

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such judgment becomes final and, in either case, such judgment or order has not been stayed on appeal or is not otherwise being appropriately contested in good faith; or

          (j) Change of Control. There occurs any Change of Control; or

          (k) Invalidity of Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations (other than contingent indemnity obligations with respect to unasserted claims), ceases to be enforceable or in full force and effect other than by reason of a breach of this Agreement by a party hereto other than the Loan Parties; or any Lien granted under the Loan Documents (other than with respect to interests in the Pledged Equity which are not material to the Pledged Equity taken as a whole) shall cease to be enforceable and perfected (except as permitted hereby); or any Loan Party contests in any manner in writing the validity or enforceability of any provision of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any Loan Document except by reason of payment in full of all Obligations (other than contingent indemnity obligations with respect to unasserted claims), or purports to revoke, terminate or rescind any provision of any Loan Document except pursuant to the express terms thereof.

          (l) ERISA. Any ERISA Event occurs that results in or is reasonably expected to have a Material Adverse Effect.

          Section 8.02 Remedies Upon Event of Default.

          If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:

          (a) declare the commitment of each Lender to make Loans to be terminated, whereupon such commitments and obligation shall be terminated;

          (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; and

          (c) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents;

provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans shall automatically terminate and the unpaid principal amount of all

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outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable without further act of the Administrative Agent or any Lender.

          Section 8.03 Application of Funds.

          After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent or the Documentation Agent, as applicable, and amounts payable under Article III) payable to the Administrative Agent or the Documentation Agent, as applicable, each in its respective capacity as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

          Section 8.04 Actions in Respect of the Letters of Credit Upon Event of Default; L/C Cash Collateral Account.

          (a) Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the declaration by the Lenders that the Loans are, or if the Loans otherwise automatically become, due and payable pursuant to the provisions of Section 8.01, the Issuing Bank may, irrespective of whether they are taking any of the actions described in Section 8.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand the Borrower will, pay to the Issuing Bank on behalf of the Lenders in same day funds at the Issuing Bank’s

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office designated in such demand, for deposit in the L/C Cash Collateral Account, an amount equal to the aggregate Available Amount of all outstanding Letters of Credit issued by the Issuing Bank. If at any time the Issuing Bank determines that any funds held in the L/C Cash Collateral Account are subject to any equal or prior right or claim of any Person other than the Issuing Bank and the Lenders pursuant to this Agreement or that the total amount of such funds is less than the aggregate Available Amount of all Letters of Credit, the Borrower will, forthwith upon demand by the Issuing Bank, pay to the Issuing Bank, as additional funds to be deposited and held in the L/C Cash Collateral Account, an amount equal to the excess of (1) such aggregate Available Amount over (2) the total amount of funds, if any, then held in the L/C Cash Collateral Account that the Issuing Bank determines to be free and clear of any such equal or prior right and claim.

          (b) The Borrower hereby authorizes the Issuing Bank to open at any time upon the occurrence and during the continuance of an Event of Default a non-interest bearing account with the Issuing Bank at its address designated in Section 10.02 in the name of the Borrower but in connection with which the Issuing Bank shall be the sole entitlement holder or customer (the “L/C Cash Collateral Account”), and hereby pledges and assigns and grants to the Issuing Bank on behalf of itself and of the Lenders a security interest in the following collateral (the “L/C Cash Collateral Account Collateral”):

     (i) the L/C Cash Collateral Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the investment of funds held therein,

     (ii) all L/C Cash Collateral Account Investments from time to time, and all certificates and instruments, if any, from time to time representing or evidencing the L/C Cash Collateral Account Investments,

     (iii) all notes, certificates of deposit, deposit accounts, checks and other instruments from time to time delivered to or otherwise possessed by the Issuing Bank for or on behalf of the Borrower in substitution for or in addition to any or all of the then existing L/C Cash Collateral Account Collateral,

     (iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing L/C Cash Collateral Account Collateral, and

     (v) all proceeds of any and all of the foregoing L/C Cash Collateral Account Collateral.

          (c) If requested by the Borrower, the Issuing Bank will, subject to the provisions of clause (e) below, from time to time (i) invest amounts on deposit in the L/C Cash

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Collateral Account in such notes, certificates of deposit and other debt instruments as the Borrower may select and the Issuing Bank may approve and (ii) invest interest paid on the notes, certificates of deposit and other instruments referred to in clause (i) above, and reinvest other proceeds of any such notes, certificates of deposit and other instruments which may mature or be sold, in each case in such notes, certificates of deposit and other debt instruments as the Borrower may select and the Issuing Bank may approve (the notes, certificates of deposit and other instruments referred to in clauses (i) and (ii) above being collectively “L/C Cash Collateral Account Investments”). Interest and proceeds that are not invested or reinvested in L/C Cash Collateral Account Investments as provided above shall be deposited and held in the L/C Cash Collateral Account.

          (d) Upon such time as (i) the aggregate Available Amount of all Letters of Credit is reduced to zero and such Letters of Credit are expired or terminated by their terms and all amounts payable in respect thereof, including but not limited to principal, interest, commissions, fees and expenses, have been paid in full in cash, and (ii) no Event of Default has occurred and is continuing under this Agreement, the Issuing Bank will pay and release to the Borrower or at its order (a) accrued interest due and payable on the L/C Cash Collateral Account Investments and in the L/C Cash Collateral Account, and (b) the balance remaining in the L/C Cash Collateral Account after the application, if any, by the Issuing Bank of funds in the L/C Cash Collateral Account to the payment of amounts described in clause (i) of this subsection (d).

          (e) (i) The Issuing Bank may, without notice to the Borrower except as required by law and at any time or from time to time, charge, set off and otherwise apply all or any part of the L/C Cash Collateral Account against the obligations of the Borrower in respect of Letters of Credit (collectively, the “L/C Cash Collateral Account Obligations”) or any part thereof. The Issuing Bank agrees to notify the Borrower promptly after any such set off and application, provided that the failure of any Issuing Bank to give such notice shall not affect the validity of such set off and application.

     (ii) The Issuing Bank may also exercise in respect of the L/C Cash Collateral Account Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of New York at that time (the “UCC”) (whether or not the UCC applies to the affected L/C Cash Collateral Account Collateral), and may also, without notice except as specified below, sell the L/C Cash Collateral Account Collateral or any part thereof in one or more parcels at public or private sale, at any of the Issuing Bank’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Issuing Bank may deem commercially reasonable. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. No Issuing Bank shall be obligated to make any sale of L/C Cash Collateral

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Account Collateral regardless of notice of sale having been given. The Issuing Bank may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

     (iii) Any cash held by any Issuing Bank as L/C Cash Collateral Account Collateral and all cash proceeds received by any Issuing Bank in respect of any sale of, collection from, or other realization upon all or any part of the L/C Cash Collateral Account Collateral may, in the discretion of the Issuing Bank, be held by the Issuing Bank as collateral for, and/or then or at any time thereafter be applied in whole or in part by the Issuing Bank against, all or any part of the L/C Cash Collateral Account Obligations in such order as the Issuing Bank shall elect. Any surplus of such cash or cash proceeds held by any Issuing Bank and remaining after payment in full of all the L/C Cash Collateral Account Obligations shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive such surplus.

          (f) Upon the permanent reduction from time to time of the aggregate Available Amount of all Letters of Credit in accordance with the terms thereof, the Issuing Bank’s shall release to the Borrower amounts from the L/C Cash Collateral Account in an amount equal to each such permanent reduction; provided that no Issuing Bank shall be obligated to reduce the funds or other L/C Cash Collateral Account Collateral then held in the L/C Cash Collateral Account below that level that the Issuing Bank reasonably determines is required to be maintained after taking into consideration any rights or claims of any Persons other than the Issuing Bank.

          (g) In furtherance of the grant of the pledge and security interest pursuant to this Section 8.04, the Borrower hereby agrees with the Administrative Agent and the Issuing Bank that the Borrower shall give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the reasonable judgment of the Administrative Agent and the Issuing Bank) to create, preserve, perfect or validate any security interest granted pursuant hereto or to enable the Issuing Bank to exercise and enforce its rights hereunder with respect to such pledge and security interests.

ARTICLE IX
ADMINISTRATIVE AGENT; DOCUMENTATION AGENT

          Section 9.01 Appointment and Authority.

Each of the Lenders and the Issuing Bank hereby irrevocably appoints National City Bank to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with

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such actions and powers as are reasonably incidental thereto. Each of the Lenders and the Issuing Bank hereby irrevocably appoints PNC Bank, National Association, to act on its behalf as the Documentation Agent hereunder and under the other Loan Documents and authorizes the Documentation Agent to accept on behalf of each of the Lenders and the Issuing Bank the Loan Documents. The provisions of this Article IX are solely for the benefit of the Administrative Agent, the Documentation Agent and the Lenders, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. PNC Bank, National Association, agrees to act as the Documentation Agent on behalf of the Lenders and the Issuing Bank to the extent provided in this Agreement.

          Section 9.02 Rights as a Lender.

          Each Person serving as the Administrative Agent or the Documentation Agent, as applicable, hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent or the Documentation Agent, as applicable, and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent or the Documentation Agent, as applicable, hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent or the Documentation Agent, as applicable, hereunder and without any duty to account therefor to the Lenders.

          Section 9.03 Exculpatory Provisions.

          Neither the Administrative Agent nor the Documentation Agent, as applicable, shall have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, neither the Administrative Agent nor the Documentation Agent, as applicable:

          (a) shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

          (b) shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent or the Documentation Agent, as applicable, is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that neither the Administrative Agent nor the Documentation Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose

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the Administrative Agent or the Documentation Agent to liability or that is contrary to any Loan Document or applicable law; and

          (c) shall, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or the Documentation Agent or any of their respective Affiliates in any capacity.

Neither the Administrative Agent nor the Documentation Agent shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent or the Documentation Agent, as applicable, shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by the Borrower, a Lender, or the Issuing Bank.

Neither the Administrative Agent nor the Documentation Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent and/or the Documentation Agent, as applicable.

          Section 9.04 Reliance by Administrative Agent and/or Documentation Agent.

          The Administrative Agent and/or the Documentation Agent, as applicable, shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent and/or the Documentation Agent, as applicable, also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent and/or the Documentation Agent, as applicable, may presume that such condition is satisfactory to such Lender unless the Administrative Agent or the

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Documentation Agent, as applicable, shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent and/or the Documentation Agent, as applicable, may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

          Section 9.05 Delegation of Duties.

          The Administrative Agent and/or the Documentation Agent, as applicable, may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent and/or the Documentation Agent, as applicable. The Administrative Agent and/or the Documentation Agent, as applicable, and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article IX shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and/or the Documentation Agent, as applicable, and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent or Documentation Agent, as applicable,.

          Section 9.06 Resignation of Administrative Agent.

          The Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing Bank and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for in this Section 9.06. Upon the acceptance of a successor’s appointment as Administrative Agent

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hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided in this Section 9.06). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

          Section 9.07 Non-Reliance on Administrative Agent or Documentation Agent and Other Lenders.

          Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent, the Documentation Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Documentation Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

          Section 9.08 No Other Duties, Etc.

          Anything herein to the contrary notwithstanding, neither Fifth Third Bank, in its capacity as Co-Lead Arranger, nor PNC Capital Markets LLC, in its capacity as Co-Lead Arranger and/or Sole Bookrunner, shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents. The parties hereto acknowledge and agree that no Person shall have, solely by reason of its designation as documentation agent, any power, duty, responsibility or liability whatsoever under this Agreement or any other Loan Document, provided, however, the Documentation Agent shall have such duties and responsibilities expressly set forth in Section 4.01 of this Agreement.

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ARTICLE X
MISCELLANEOUS

          Section 10.01 Amendments, Etc.

          No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:

          (a) waive any condition set forth in Section 4.01 without the written consent of each Lender;

          (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02(a)) without the written consent of such Lender;

          (c) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;

          (d) reduce the principal of, or the rate of interest specified herein on, any Loan, or any fees or other amounts payable hereunder or under any other Loan Document that would result in a reduction of any interest rate on any Loan or any fee payable hereunder without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate;

          (e) change Section 2.15 or Section 2.16 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;

          (f) change any provision of this Section 10.01 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; or

          (g) except as otherwise permitted under this Agreement or in the case of any Guarantor which ceases to be a Material Subsidiary release any Guarantor from the Subsidiary Guaranty without the written consent of each Lender;

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          (h) release any of the Pledged Equity from the Lien of the Pledge Agreement; provided, however, the Administrative Agent may release Pledged Equity at such time as such Pledged Equity ceases to constitute the capital stock or beneficial or membership interests of a Material Subsidiary or a Foreign Subsidiary that owns a Material Subsidiary that is a Foreign Subsidiary;

and, provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.

          Section 10.02 Notices; Effectiveness; Electronic Communication.

          (a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in Section 10.02(b)), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

     (i) if to the Borrower or the Administrative Agent, to the address, telecopier number, electronic mail address or telephone number specified for such Person on Schedule 10.02; and

     (ii) if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications to the extent provided in Section 10.02(b), shall be effective as provided in Section 10.02(b).

          (b) Electronic Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such

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Article by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

          (c) Change of Address, Etc. Each of the Borrower and the Administrative Agent may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the Borrower and the Administrative Agent.

          (d) Reliance by Administrative Agent and Lenders. The Administrative Agent, the Issuing Bank and the Lenders shall be entitled to rely and act upon any notices purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, the Issuing Bank, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

          Section 10.03 No Waiver; Cumulative Remedies.

          No failure by any Lender, any Issuing Bank or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and

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privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

          Section 10.04 Expenses; Indemnity; Damage Waiver.

          (a) Costs and Expenses. The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and/or the Documentation Agent and their respective Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and/or the Documentation Agent, as applicable), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all out-of-pocket expenses incurred by the Administrative Agent, the Documentation Agent or any Issuing Bank (including the fees, charges and disbursements of any counsel for the Administrative Agent, the Documentation Agent or any Issuing Bank), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04, or (B) in connection with the Loans made and Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans and Letters of Credit.

          (b) Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Documentation Agent (and any sub-agent thereof), the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Substances on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of

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such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. It is understood that the Borrower shall not, in connection with any action or related actions in the same jurisdiction, be liable for the fees and expenses of more than one separate law firm for all Indemnitees, unless the Indemnitees shall have concluded that representation of all the Indemnitees by the same counsel would be inappropriate due to actual or potential differing interests among them.

          (c) Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 10.04(a) or (b) to be paid by it to the Administrative Agent (or any sub-agent thereof), the Documentation Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any sub-agent thereof), the Documentation Agent (or any such sub-agent), or such Related Party, as the case may be, such Lender’s Ratable Share, (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent and/or the Documentation Agent (or any such sub-agent), in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent and/or the Documentation Agent (or any such sub-agent), in connection with such capacity. The obligations of the Lenders under this Section 10.04(c) are subject to the provisions of Sections 2.05(a)(v) and 2.05(b)(vi).

          (d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in Section 10.04(b) shall be liable for any damages arising from the use by unintended or unauthorized recipients of any information or other materials distributed by it through telecommunications, electronic or other similar information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

          (e) Payments. All amounts due under this Section 10.04 shall be payable not later than ten (10) Business Days after demand therefor.

          (f) Survival. The agreements in this Section 10.04 shall survive the resignation of the Administrative Agent, the replacement of any Lender, or Issuing Bank the

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termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

          Section 10.05 Payments Set Aside.

          To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent, any Issuing Bank or any Lender, or the Administrative Agent, any Issuing Bank or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, the Issuing Bank or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) the Issuing Bank and each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Issuing Bank and the Lenders under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

          Section 10.06 Successors and Assigns.

          (a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent, the Issuing Bank and each Lender and no Issuing Bank or Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with Section 10.06(b), (ii) by way of participation in accordance with Section 10.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.06(f), (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 10.06(d) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

          (b) Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement

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(including all or a portion of its Commitment and the Loans at the time owing to it); provided that

     (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than Five Million and 00/100 Dollars ($5,000,000.00) and increments of One Million and 00/100 Dollars ($1,000,000.00) in excess thereof unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed);

     (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;

     (iii) any assignment of a Commitment must be approved by the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower (such consents not be unreasonably withheld or delayed), unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and

     (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00), and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.06(c), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 10.04

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with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver Notes to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.06(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.06(d).

          (c) Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower at any reasonable time and from time to time upon reasonable prior notice. In addition, at any time that a request for a consent for a material or substantive change to the Loan Documents is pending, any Lender wishing to consult with other Lenders in connection therewith may request and receive from the Administrative Agent a copy of the Register.

          (d) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. Subject to Section 10.06(e), the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.06(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be

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subject to Section 2.16 as though it were a Lender.

          (e) Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01, 3.04 or 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 3.01(e) as though it were a Lender.

          (f) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Notes, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

          (g) Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

          (h) Notwithstanding anything to the contrary contained herein, if at any time any Lender that is also the Issuing Bank assigns all of its Revolving Credit Commitment and Loans pursuant to subsection (b) above, such Lender may, upon thirty (30) days’ notice to the Borrower and the Lenders, resign as Issuing Bank. In the event of any such resignation as Issuing Bank, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender as Issuing Bank. If any such Lender resigns as Issuing Bank, it shall retain all the rights and obligations of the Issuing Bank hereunder with respect to all Letters of Credit issued by it in such capacity outstanding as of the effective date of its resignation as Issuing Bank (including the right to require the Lenders to make Loans or fund participations in respect thereof pursuant to Section 2.19).

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          Section 10.07 Treatment of Certain Information; Confidentiality.

          Each of the Administrative Agent, the Lenders and the Issuing Bank agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective managers, administrators, trustees, partners, directors, officers, employees, agents, advisors and other representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and each such Person shall be bound by the provisions of Section 10.07 as if it were a Lender hereunder), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to any agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective party (or its managers, administrators, trustees, partners, directors, officers, employees, agents, advisors and other representatives) to any swap or derivative or similar transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (iii) any rating agency, or (iv) the CUSIP Service Bureau or any similar organization, (g) with the consent of the Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the Issuing Bank or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower. With respect to any disclosure made pursuant to clause (c) above, each of the Administrative Agent, the Lenders and the Issuing Bank agrees that it will notify the Borrower as soon as practical in the event of any such disclosure (other than disclosures made at the request of a regulatory authority), unless such notification shall be prohibited by applicable law or legal process.

          For purposes of this Section, “Information” means all information received from the Borrower or any of its Subsidiaries relating to the Borrower or any of its Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the Issuing Bank on a nonconfidential basis prior to the disclosure by the Borrower or any of its Subsidiaries, provided that, in the case of information received from the Borrower or any of its Subsidiaries after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

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          Section 10.08 Right of Setoff.

          If an Event of Default shall have occurred and be continuing, each Lender, and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section 10.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

          Section 10.09 Interest Rate Limitation.

          Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

          Section 10.10 Counterparts; Integration; Effectiveness.

          This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents, and the Documentation Agent Fee Letter constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Delivery of an executed counterpart of a

100

signature page of this Agreement by telecopy or shall be effective as delivery of a manually executed counterpart of this Agreement.

          Section 10.11 Survival of Representations and Warranties.

          All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof until repayment in full of all Obligations (other than contingent indemnification obligations with respect to unasserted claims). Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Borrowing, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied.

          Section 10.12 Severability.

          If any provision of this Agreement or the other Loan Documents is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties hereto shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

          Section 10.13 Replacement of Lenders.

          If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Entity for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

          (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b)(iv);

101

          (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

          (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; and

          (d) such assignment does not conflict with applicable Laws.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

          Section 10.14 Governing Law; Jurisdiction; Etc.

          (a) Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of New York.

          (b) Submission to Jurisdiction. The Borrower and each other Loan Party irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Courts of the State of New York sitting in the County of New York and of the United States District Court of the Southern District of New York, and any appellate Court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State Court or, to the fullest extent permitted by applicable law, in such Federal Court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Loan Party or its properties in the Courts of any jurisdiction.

          (c) Waiver of Venue. The Borrower and each other Loan Party irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Loan Document in any Court referred to in paragraph (b) of this Section 10.14. Each of the parties hereto hereby irrevocably waives, to the fullest extent

102

permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

          (d) Service of Process. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 10.02. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

          Section 10.15 Waiver of Jury Trial.

          EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

          Section 10.16 USA PATRIOT Act Notice.

          Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the Act.

          Section 10.17 Amendment and Restatement.

          This Agreement amends and restates in its entirety the Existing Credit Agreement and upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall, subject to this Section 10.17, be superseded hereby. All references to the “Credit Agreement” contained in the other Loan Documents delivered in connection with the Existing Credit Agreement or this Agreement shall, and shall be deemed to, refer to this Agreement. Notwithstanding the amendment and restatement of the Existing Credit Agreement by this Agreement, the Obligations of the Borrower and the other Loan Parties outstanding under

103

the Existing Credit Agreement and the other Loan Documents as of the Closing Date shall remain outstanding and shall constitute continuing Obligations and shall continue as such to be secured by the Pledged Equity. Such Obligations shall in all respects be continuing and this Agreement shall not be deemed to evidence or result in a novation or repayment and reborrowing of such Obligations. The Liens securing payment of the Obligations under the Existing Credit Agreement, as amended and restated in the form of this Agreement, shall in all respects be continuing, securing the payment of all Obligations.

[Remainder of page intentionally left blank; signature pages follow]

104

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

THE BORROWER RTI INTERNATIONAL METALS, INC.
By:
	Name:
	Title:
THE ADMINISTRATIVE AGENT NATIONAL CITY BANK
By:
	Name:
	Title:
THE DOCUMENTATION AGENT PNC BANK, NATIONAL ASSOCIATION
By:
	Name:
	Title:
THE LENDERS CITIBANK, N.A.
By:
	Name:
	Title:

PNC BANK, NATIONAL ASSOCIATION
By:
	Name:
	Title:
FIFTH THIRD BANK
By:
	Name:
	Title:
COMERICA BANK
By:
	Name:
	Title:
KEYBANK NATIONAL ASSOCIATION
By:
	Name:
	Title:
NATIONAL CITY BANK
By:
	Name:
	Title:

BANK OF AMERICA, N.A.
By:
	Name:
	Title:
PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
By:	Prudential Investment Management, Inc.,
	as investment manager
By:
	Name:
	Title:
WELLS FARGO BANK, NATIONAL ASSOCIATION
By:
	Name:
	Title:
FIRSTMERIT BANK, N.A.
By:
	Name:
	Title:
TD BANK, N.A.
By:
	Name:
	Title:

FIRST NATIONAL BANK OF PENNSYLVANIA
By:
	Name:
	Title:
FIRST COMMONWEALTH BANK
By:
	Name:
	Title:
TRISTATE CAPITAL BANK
By:
	Name:
	Title:

Schedule 2.01
To Credit Agreement

Revolving Credit Commitments and Applicable Revolving Credit Percentages

			Applicable Revolving
	Revolving Credit		Credit
Lender	Commitment		Percentage
Citibank, N.A.	$	40,243,902.44		20.1219512200	%
PNC Bank National Association	$	40,243,902.44		20.1219512200	%
Fifth Third Bank	$	40,243,902.44		20.1219512200	%
Comerica Bank	$	28,170,731.71		14.08536585550	%
KeyBank National Association	$	35,000,000.00		17.5000000000	%
National City Bank	$	16,097,560.97		8.0487804850	%
TOTAL:	$	200,000,000		100	%

Schedule 2.02
To Credit Agreement

Term Loan Commitments and Applicable Term Loan Percentages

			Applicable Term Loan
Lender	Term Loan Commitment		Percentage
Citibank, N.A.	$	9,756,097.56		4.3360433600	%
PNC Bank National Association	$	19,756,097.56		8.7804878044	%
Fifth Third Bank	$	19,756,097.56		8.7804878044	%
Comerica Bank	$	6,829,268.29		3.0352303511	%
Bank of America, N.A.	$	35,000,000.00		15.5555555556	%
National City Bank	$	18,902,439.03		8.4010840133	%
Prudential Retirement Insurance and Annuity Company	$	25,000,000.00		11.1111111111	%
Wells Fargo Bank, National Association	$	25,000,000.00		11.1111111111	%
FirstMerit Bank, N.A.	$	20,000,000.00		8.8888888889	%
TD Bank, N.A.	$	15,000,000.00		6.6666666667	%
First National Bank of Pennsylvania	$	10,000,000.00		4.44444444444	%
First Commonwealth Bank	$	10,000,000.00		4.44444444444	%
TriState Capital Bank	$	10,000,000.00		4.44444444444	%
TOTAL:	$	225,000,000		100	%

Schedule 2.04

to Credit Agreement

RTI INTERNATIONAL, INC.
LETTERS OF CREDIT OUTSTANDING
As of September 8, 2008

			EXPIRATION
BENEFICIARY NAME	AMOUNT	LC #	DATE	ISSUING BANK
Royal Bank of Canada	725,643	228242	1-Mar-09	PNC
Liberty Mutual	125,000	257810	1-Mar-09	PNC
	850,643

Schedule 2.10
To Credit Agreement

RTI International Metals, Inc.
$425,000,000 Credit Facility
Pricing Grid and Applicable Margins

	LEVEL 1	LEVEL 2	LEVEL 3	LEVEL 4	LEVEL 5	Level 6
Leverage Ratio		> 0.5:1.0 and	> 1.0:1.0 and	> 1.5:1.0 and	> 2.0:1.0 and
(Net Debt / EBITDA)	£ 0.5:1.0	£ 1.0:1.0	£ 1.5:1.0	£ 2.0:1.0	£ 2.5:1.0	>2.5:1.0
Facility Fee	10 bps	12 bps	15 bps	20 bps	25 bps	25 bps
Revolving Loans Applicable Margin for Eurodollar Rate Loans; Letter of Credit Fees	40 bps	48 bps	60 bps	80 bps	100 bps	125 bps
Total Fee on Outstanding Eurodollar Advances	50 bps	60 bps	75 bps	100 bps	125 bps	150 bps
Term Loan Applicable Margin for Eurodollar Rate Loans	200 bps	200 bps	200 bps	200 bps	250 bps	250 bps
Term Loan Applicable Margin for Base Rate Loans	50 bps	50 bps	50 bps	50 bps	100 bps	100 bps

Until the sixtieth (60^th) day following the fiscal quarter ended September 30, 2008, the Applicable Margin shall be based upon Level 1 pricing as set forth above. Any change thereafter shall be based upon the financial statements and compliance certificates provided pursuant to Sections 6.01(a), 6.01(b) and 6.01(c) and shall become effective on the date such financial statements and compliance certificates are due in accordance with such Sections.

Schedule 5.07
to Credit Agreement

LITIGATION

None.

Schedule 5.18

to Credit Agreement

SUBSIDIARIES

	JURISDICTION OF	OWNER OF EQUITY
SUBSIDIARY	FORMATION	INTERESTS	% OF EACH CLASS
Bow Steel Corporation	Delaware	New Century Metals, Inc.	100%
Bow Steel of Texas Corporation	Delaware	New Century Metals, Inc.	100%
Extrusion Technology Corporation of America	Ohio	New Century Metals, Inc.	100%
NaTi Gas Co.	Ohio	RMI Titanium Company	100%
New Century Metals, Inc.	Ohio	RTI Fabrication & Distribution, Inc.	100%
New Century Metals Southeast, Inc.	Delaware	New Century Metals, Inc.	100%
Pierce-Spafford Metals Company, Inc.	California	New Century Metals, Inc.	100%
RMI Delaware, Inc.	Delaware	RMI Titanium Company	100%
RMI Metals, Inc.	Utah	RMI Titanium Company	100%
RMI Titanium Company	Ohio	RTI International Metals, Inc.	100%
RTI Energy Systems, Inc.	Ohio	RTI Fabrication & Distribution, Inc.	100%
RTI Fabrication & Distribution, Inc.	Ohio	RTI International Metals, Inc.	100%
RTI Hermitage, Inc.	Ohio	RTI Fabrication & Distribution, Inc.	100%
RTI — St. Louis, Inc.	Missouri	RTI Fabrication & Distribution, Inc.	100%
TRADCO, Inc.	Missouri	RMI Titanium Company	100%
RTI Finance Corp.	Ohio	RTI International Metals, Inc.	100%
RTI Martinsville, Inc.	Ohio	RTI International Metals, Inc.	100%
RTI Hamilton, Inc.	Ohio	RMI Titanium Company	100%
RTI — Claro, Inc.	Province of Quebec, Canada	RTI International Metals, Inc.	100%

	JURISDICTION OF	OWNER OF EQUITY
SUBSIDIARY	FORMATION	INTERESTS	% OF EACH CLASS
RTI Europe Limited	United Kingdom	RTI International Metals, Inc.	100%
RTI France S.A.S.	France	RTI International Metals, Inc.	100%
RTI International Metals GmbH	Germany	RTI International Metals Limited	100%
RTI International Metals Limited	United Kingdom	RTI Europe Limited	100%
RTI International Metals Srl	Italy	RTI International Metals Limited	100%
RTI-Reamet S.A.	France	RTI France S.A.S.	99.99%
		Minority Shareholders: RTI International Metals Limited; RTI Europe Limited; David Hall; Michael C. Wellham; Nicolas de Morpurgo; Dawne Hickton	0.01%

Schedule 7.01(a)
to Credit Agreement

EXISTING DEBT

1. RTI International Metals, Inc. and the Guarantors have the following capital leases as of December 31, 2007:

				Lease Ending
Guarantor	Lessor	Asset Description	Monthly Payment	Date
RMI Titanium Company	Pitney Bowes	Mailing Machine	$190	1/31/2010
TRADCO, Inc.	IKON Financial Services	Copiers	$1,380	8/30/2009

2.

Guarantor	Lender	Asset Description	Amount Secured
RMI Titanium Company	Canton Community Improvement Corporation	One Vacuum Arc Re-Melt Furnace	$	100,000

Schedule 7.01(b)
to Credit Agreement

EXISTING SUBSIDIARY DEBT

1. RTI International Metals Inc. subsidiaries have the following capital leases as of December 31, 2007:

			Monthly		Lease Ending
Affiliate	Lessor	Asset Description	Payment		Date
Bow Steel Corp.	Penske Leasing	Truck - International 4300	$	1,023		5/31/2012
Bow Steel Corp.	CT Light & Power	Warehouse & Office Lighting Upgrade	$	559		9/30/2008
Pierce-Spafford	NMHG Financial Services	Used 1997 Forklift	$	361		3/11/2010
Pierce-Spafford	NMHG Financial Services	Used 2001 Forklift	$	426		3/11/2010
Pierce-Spafford	Konica Minolta	Copier	$	277		8/30/2010
RTI St. Louis	IKON Financial Services	Copiers	$	370		9/30/2009
RTI UK	Danwood Finance Limited	Copiers	$	1,900		6/30/2012

2.	As of June 30, 2008, RTI Claro, Inc. has a CAD 16 Million ten year term loan due June 30, 2017 with National City Bank, Canada Branch of which the outstanding amount was CAD 14,931,200.00.
3.	As of June 30, 2008, RTI Claro, Inc. has a CAD 5,175,000 interest free loan facility with Investissement Quebec of which CAD 3,657,018 is borrowed. This loan will mature in March, 2014.

Schedule 7.02
to Credit Agreement

PERMITTED LIENS

DEBTOR	SECURED PARTY	COLLATERAL
RMI Titanium Company	Canton Community Improvement Corporation	One Vacuum Arc Re-Melt Furnace
RMI Titanium Company	IKON Financial Svcs	Leased photocopier machines
RTI International Metals, Inc.	Caterpillar Financial Services Corporation	Leased Caterpillar 232B Skid Steer Loader S/N SCH00797
RTI International Metals, Inc.	Caterpillar Financial Services Corporation	Leased Caterpillar 232B2 Skid Steer Loader S/N SCH02590
TRADCO, Inc.	IKON Office Solutions	Leased Canon IR3300 MPH02318
		ADF XDZ10849
		Finisher XEG14547
		Cassett Feed Unit XDM14820
TRADCO, Inc.	Citicorp Del Lease, Inc. dba Citicorp Dealer Finance	Mitsubishi Model #FGC25KLP S/N AF82D01300 Sideshifter
TRADCO, Inc.	US Bancorp	Leased Inter-Tel Axxes w/ Voicemail per Lease # 156000

Schedule 7.07
to Credit Agreement

RESTRICTIONS ON DIVIDENDS

1.	The Credit Agreement between RTI-Claro, Inc. and National City Bank, Canada Branch restricts the ability of RTI-Claro, Inc. to make dividends and distributions if an Event of Default (under the RTI-Claro, Inc. Credit Agreement) has occurred and is continuing or would result from such dividend or distribution.
2.	The Offer of Loan between RTI-Claro, Inc. and Investissement Québec requires RTI-Claro, Inc. to obtain the prior written consent of Investissement Québec before declaring or paying any dividend to the shareholders of RTI-Claro, Inc.

Schedule 10.02
To Credit Agreement

              This Schedule 10.02 shows the names and addresses of the Administrative Agent and the Borrower.

Administrative Agent:

1.	Address for all notices:
	National City Bank 629 Euclid Avenue, 2nd Floor Locator 01-3028 Cleveland, Ohio 44114
	Attention: Clarice Jones Phone: 216.222.7776 Fax: 216.222.0103 E-mail: Clarice.Jones@nationalcity.com
	And
	National City Bank 1900 E. 9th Street Locator 01-2083 Cleveland, OH 44114
	Attention: Tim Holmes Phone: 216.222.9441 Fax: 216.222.9363 E-mail: Timothy.Holmes@nationalcity.com
2.	All payments and transfers of funds to the Administrative Agent shall be made by wire transfer of immediately available funds to National City Bank, ABA# 041-000-124, Account No. 151810-2711, Account Name: Agent Services, with a reference to RTI International Metals, Inc. and with sufficient information to identify the source and application of such funds.

Borrower:

1.	Address for all notices:
	RTI International Metals, Inc. Westpointe Corporate Center One 1550 Coraopolis Heights Road Fifth Floor Suite 500 Moon Township, PA 15108-2973
	Attention: William T. Hull, SVP and CFO Phone: 412.893.0083 Fax: 412.893.0028 E-mail: bhull@rtiintl.com
2.	All payments to the Borrower with respect to the Loan Documents shall be made by wire transfer of immediately available funds as specified separately by the Borrower to the Administrative Agent.

2

National City

Activity Notice

Date:	September 4, 2008
TO:	NATIONAL CITY	Sonya Townsell	phone 216-222-2254
		Sonya.Townsell@nationalcity.com	fax 216-222-0012
		PLEASE COPY EACH OF THE FOLLOWING:
		Candace.Marsky@nationalcity.com	phone 216-222-2888
		Kimberly.Thompson@ nationalcity.com	phone 216-222-3539
		Daisy.Perez@nationalcity.com	phone 216-222-2314
		Darlene.Null@nationalcity.com	phone 216-222-2906
From:	RTI International Metals, Inc.	BORROWER CONTACT	phone
		Borrower Contact email address	fax

Please check appropriate box:

     o    REVOLVER BASE RATE LOAN Notice Deadline: 10:00 AM Eastern (Same Day)

Beginning Balance:	$	—
ADVANCE:	$	—	CREDIT DDA#:
PAYDOWN:	$	—	DEBIT DDA#:
Ending Balance:	$	—

     o    REVOLVER LIBOR LOAN Notice Deadline: 12:00 PM Eastern (3 Days Prior)

Effective Date:
ADVANCE NEW FUNDS:	$	—	CREDIT DDA#:
CONVERT FROM PRIME:	$	—
New LIBOR Contact Total:	$	—
Duration of Contract:	o 1 Month o 2 Months o 3 Months o 6 Months Confirmation of Rate Setting wil be faxed

     o    SWING LINE BASE RATE LOAN Notice Deadline: 2:00 PM Eastern (Same Day)

Beginning Balance:	$	—
ADVANCE:	$	—	CREDIT DDA#:
PAYDOWN:	$	—	DEBIT DDA#:
Ending Balance:	$	—

Exhibit B
To Credit Agreement

National City®
Agent Services
629 Euclid Avenue
Cleveland, Ohio 44114

To	From
William T. Hull	Sonya Townsell
RTI International Metals, Inc.	NATIONAL CITY BANK
Phone: 412-893-0083	Phone: 216-222-2254
Fax: 412-893-0028	Fax: 216-222-0012
Email: bhull@rtiintl	Email: Sonya.Townsell@nationalcity.com

Date:                      ___, 20___

Regarding: LIBOR Activity, Maturity of ___/___/20___

On ___/___/20___, you have a LIBOR Contract Maturing

The attached indicates amount of maturing loan and interest due, as well as indicative rates as they are based on current date.

These are an indication of Rates only. Actual Rate Setting will take place on ___/___/20___.

Please indicate your renewal instructions and return to me no later than ___/___/20___at 12:00 PM

If you have any questions pertaining to this notification, please contact me at the phone number listed above.

Thank You.

1 of 2

Exhibit B
To Credit Agreement

National City®
Agent Services
629 Euclid Avenue
Cleveland, Ohio 44114

Return To:	NATIONAL CITY BANK
Fax Number:	216-222-0012
Regarding:	LIBOR Activity
Maturity Date:	___/___/20___
Principal Maturing:	USD xxx,xxx.xx
Estimated Interest Due:	USD xx,xxx.xx

Indicative Quoted Rates — (Rates include applicable Spread)

Spread Rate: 0.00000 %

Please Select Option Elected

Option	Quoted Rate (%)
LIBOR 1 MONTH		0.00000	%
LIBOR 2 MONTHS		0.00000	%
LIBOR 3 MONTHS		0.00000	%
LIBOR 6 MONTHS		0.00000	%

This is your authorization to schedule the following activity pertaining the above referenced

Maturing LIBOR: USD xxx,xxx.xx

Convert To Prime:

Convert From Prime:

New Money Borrowing:

Payment:

Scheduled Amortization:

New LIBOR Amount:

Authorized By:

XXXXX

2 of 2

Exhibit C
To Credit Agreement

FORM OF REVOLVING CREDIT COMMITMENT INCREASE NOTICE

National City Bank, as Administrative Agent
for the Lenders party
to the Credit Agreement
referred to below
629 Euclid Avenue, 2^nd Floor
Locator 01-3028
Cleveland, Ohio 7776
(216) 222-9441
Attention: Clarice Jones

[•] [•], 20[•] [•]

Ladies and Gentlemen:

          The undersigned, RTI International Metals, Inc. (the “Borrower”), refers to the First Amended and Restated Credit Agreement, dated September 8, 2008 (as amended or modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among the Borrower, the Issuing Bank, the Lenders party thereto, PNC Bank, National Association, as Documentation Agent and National City Bank, as Administrative Agent for said Lenders and Issuing Bank, and hereby gives you notice pursuant to Section 2.17 of the Credit Agreement that the Borrower hereby requests a Revolving Credit Commitment Increase under the Credit Agreement, and in that connection sets forth below the information relating to such Revolving Credit Commitment Increase (the “Proposed Commitment Increase”) as required by Section 2.17(a) of the Credit Agreement:

     (1) The Business Day of the Proposed Commitment Increase is [•] [•], 20[•] [•], and such date is at least 90 days prior to the Revolving Credit Maturity Date;

     (2) The amount of the Proposed Commitment Increase is $[•]¹;

     (3) After giving effect to the Revolving Credit Commitment Increase, the aggregate Revolving Credit Commitments will not exceed Three Hundred Million and 00/100 ($300,000,000).

          The Borrower hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Commitment Increase:

¹ [Insert amount of at least $10,000,000 or an integral multiple of $5,000,000 in excess thereof]

     (a) The representations and warranties of the Loan Parties contained in the Credit Agreement and the other Loan Documents are and will be true and correct, both before and after giving effect to the Proposed Commitment Increase, as though made on such date, except to the extent that any such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; and

     (b) No event has occurred and is continuing, or would result from such Proposed Commitment Increase, that constitutes a Default.

Very truly yours, RTI INTERNATIONAL METALS, INC.
By:
	Name:
	Title

- 2 -

Exhibit D
To Credit Agreement

FORM OF PROMISSORY NOTE (REVOLVING LOAN)

$[•] Dated: [•][•], 20[•] [•]

     FOR VALUE RECEIVED, the undersigned, RTI INTERNATIONAL METALS, INC., an Ohio corporation (the “Borrower”), hereby promises to the order of [•] (the “Lender”) for the account of its applicable Lending Office on the Revolving Credit Maturity Date (each as defined in the Credit Agreement referred to below) the principal sum of $[•] [amount of the Lender’s Revolving Credit Commitment in figures] or, if less, the then aggregate unpaid principal amount of the Revolving Loans made by the Lender to the Borrower pursuant to the First Amended and Restated Credit Agreement, dated September 8, 2008, among the Borrower, the Issuing Banks, the Lender and certain other lenders parties thereto, PNC Bank, National Association, as Documentation Agent, and National City Bank, as Administrative Agent for the Lender and such other lenders (as amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined).

     The Borrower promises to pay interest on the unpaid principal amount of each Revolving Loan from the date of such Revolving Loan until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement.

     This Promissory Note is one of the Revolving Credit Notes referred to in, is subject to the terms and conditions of and is entitled to the benefits of, the Credit Agreement and the other Loan Documents, including, without limitation, the Subsidiary Guaranty. The Credit Agreement, among other things, (i) provides for the making of Revolving Loans by the Lender to the Borrower in an aggregate principal amount not to exceed at any time outstanding the U.S. dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Revolving Loan being evidenced by this Promissory Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified.

     The Revolving Loans made by the Lender to the Borrower pursuant to the Credit Agreement and evidenced by this Promissory Note, and all payments made on account of principal thereof, may be, but are not required to be, endorsed by the Lender on the schedule attached hereto and made a part hereof, or on a continuation of such schedule attached to and made a part hereof.

     The Borrower hereby waives presentment, demand, protest and all other notices of any kind in connection with this Promissory Note.

[INTENTIONALLY LEFT BLANK]

     This Promissory Note shall be governed by and construed in accordance with the law of the state of New York.

RTI INTERNATIONAL METALS, INC.
 

By:  

Name:

Title:

Exhibit E

To Credit Agreement

FORM OF PROMISSORY NOTE (TERM LOAN)

$[•] Dated: [•][•], 20[•] [•]

     FOR VALUE RECEIVED, the undersigned, RTI INTERNATIONAL METALS, INC., an Ohio corporation (the “Borrower”), hereby promises to the order of [•] (the “Lender”) for the account of its applicable Lending Office on the Term Loan Maturity Date (each as defined in the Credit Agreement referred to below) the principal sum of $[•] [amount of the Lender’s Term Loan Commitment in figures] which principal amount shall be payable to the Lender in the amounts and on the dates set forth in Section 2.09(b) of the First Amended and Restated Credit Agreement, dated September 8, 2008, among the Borrower, the Issuing Banks, the Lender and certain other lenders parties thereto, PNC Bank, National Association, as Documentation Agent, and National City Bank, as Administrative Agent for the Lender and such other lenders (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined).

     The Borrower promises to pay interest on the unpaid principal amount of the Term Loan from the date of the Term Loan until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement.

     This Promissory Note is one of the Term Notes referred to in, is subject to the terms and conditions of and is entitled to the benefits of, the Credit Agreement and the other Loan Documents, including, without limitation, the Subsidiary Guaranty. The Credit Agreement, among other things, (i) provides for the making of a Term Loan by the Lender to the Borrower in an aggregate principal amount not to exceed the U.S. dollar amount first above mentioned, the indebtedness of the Borrower resulting from such Term Loan being evidenced by this Promissory Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified.

     The Term Loan made by the Lender to the Borrower pursuant to the Credit Agreement and evidenced by this Promissory Note, and all payments made on account of principal thereof, may be, but are not required to be, endorsed by the Lender on the schedule attached hereto and made a part hereof, or on a continuation of such schedule attached to and made a part hereof.

     The Borrower hereby waives presentment, demand, protest and all other notices of any kind in connection with this Promissory Note.

[INTENTIONALLY LEFT BLANK]

     This Promissory Note shall be governed by and construed in accordance with the law of the state of New York.

RTI INTERNATIONAL METALS, INC.

By:

Name:

Title:

Exhibit F
To Credit Agreement

FORM OF

ASSIGNMENT AND ASSUMPTION

     This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

     For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1.	Assignor:
2.	Assignee:
		[and is an Affiliate/Approved Fund of [identify Lender]1]
3.	Borrower:	RTI International Metals, Inc., an Ohio corporation
4.	Administrative Agent:	National City Bank, as the administrative agent under the Credit Agreement
5.	Credit Agreement:	The Four Hundred Twenty Five Million and 00/100 Dollar ($425,000,000.00) Credit Agreement dated as of September 8,

¹ Select as applicable.

2008, among RTI International Metals, Inc., an Ohio corporation, the Lenders parties thereto, National City Bank, as Administrative Agent, and the other agents parties thereto

     6. Assigned Interest:

		Aggregate
		Amount of		Percentage
		Revolving	Amount of	Assigned	Aggregate
		Credit	Revolving	of	Amount of
		Commitment/	Credit	Revolving	Term Loan		Percentage
		Revolving	Commitment/	Credit	Commitment/Term	Amount of	Assigned of
		Loans for	Revolving	Commitment/	Loans for	Term Loan	Term Loan
Assign		all	Loans	Revolving	all	Commitment/Term	Commitment/ Term
or[s]2	Assignee[s]3	Lenders4	Assigned5	Loans6	Lenders7	Assigned8	Loans9
		$	$	%	$	$	%
		$	$	%	$	$	%
		$	$	%	$	$	%

[7. Trade Date:                     ]¹⁰

Effective Date:                           , 20      [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

2	List each Assignor, as appropriate.
3	List each Assignee, as appropriate.
4	Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.
5	Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.
6	Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment/Revolving Loans of all Lenders thereunder.
7	Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.
8	Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.
9	Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder.
10	To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.

2

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR
[NAME OF ASSIGNOR]
By:
	Title:
ASSIGNEE
[NAME OF ASSIGNEE]
By:
	Title:

[Consented to and]11 Accepted:
NATIONAL CITY BANK, as    Administrative Agent
By
	Title:
[Consented to:]12
[RTI INTERNATIONAL METALS, INC.], as Borrower
By
	Title:

11	To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.
12	To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

3

ANNEX 1

RTI INTERNATIONAL METALS, INC.
$350,000,000 CREDIT AGREEMENT

STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION

     1. Representations and Warranties.

     1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

     1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

     2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignee whether such amounts have accrued prior to, on or after the Effective Date. The Assignor and the Assignee shall make all appropriate adjustments in payments by the Administrative Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves.

     3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one

instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

2

Exhibit G
To Credit Agreement

FORM OF SUBSIDIARY GUARANTY

FIRST AMENDED AND RESTATED SUBSIDIARY GUARANTY

Dated as of September 8, 2008

     WHEREAS, RTI International Metals, Inc. (the “Borrower”), the Lenders party thereto, the Swing Loan Bank, the Issuing Banks and Citibank, N.A., as Administrative Agent entered into that certain Credit Agreement, dated as of September 27, 2007 (as amended prior to the date hereof, the “Existing Credit Agreement”);

     WHEREAS, in consideration of the financial and other support provided by the Borrower to the Guarantors (as hereinafter defined) and in connection with the Existing Credit Agreement, the Guarantors entered into that certain Subsidiary Guaranty, dated as of September 27, 2007 (as amended prior to the date hereof, the “Existing Guaranty”);

     WHEREAS, the Borrower has requested that the Lenders amend and restate the Existing Credit Agreement, and accordingly have entered into that certain First Amended and Restated Credit Agreement, dated as of September 8, 2008, by and among the Borrower, the Lenders party thereto, the Swing Loan Bank, the Issuing Bank, PNC Bank, National Association, as Documentation Agent, and National City Bank, as Administrative Agent (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”);

     WHEREAS, in conjunction with the transactions contemplated by the Credit Agreement and in consideration of the financial and other support that the Borrower has provided, and such financial and other support as the Borrower may in the future provide, to the undersigned (each, a “Guarantor” and collectively, together with each of their respective successors, the “Guarantors”) and in order to induce the Lenders, the Swing Loan Bank, the Issuing Bank, the Documentation Agent and the Administrative Agent to enter into the Credit Agreement and to make extensions of credit and issue letters of credit thereunder, the Guarantors are willing, jointly and severally, to amend and restate the Existing Guaranty and continue to guarantee the obligations of the Borrower under the Credit Agreement and the Notes issued thereunder pursuant to the terms and conditions hereof;

     NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Guarantor hereby agrees as follows:

ARTICLE I

DEFINITIONS

     Section 1.01 Definitions. Terms defined in the Credit Agreement and not otherwise defined herein are used herein as therein defined, and the provisions of Sections 1.02 through

1.04 of the Credit Agreement shall apply to this Subsidiary Guaranty. In addition, the following terms, as used herein, have the following meanings:

     “Guaranteed Obligations” means (i) all obligations of the Borrower in respect of principal of and interest on the Loans, the Letters of Credit and the Notes, (ii) all other amounts payable by the Borrower under the Credit Agreement or any Letter of Credit or any Note and (iii) all renewals or extensions of the foregoing, in each case whether now outstanding or hereafter arising. The Guaranteed Obligations shall include, without limitation, any interest, costs, fees and expenses which accrue on or with respect to any of the foregoing and are payable by the Borrower pursuant to the Credit Agreement or any Letter of Credit or any Note, whether before or after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of any Loan Party, and any such interest, costs, fees and expenses that would have accrued thereon or with respect thereto and would have been payable by the Borrower pursuant to the Credit Agreement, any Letter of Credit or any Note but for the commencement of such case, proceeding or other action.

     “Guaranteed Parties” means the Administrative Agent, the Documentation Agent, the Swing Loan Bank, the Issuing Bank and each Lender.

ARTICLE II

GUARANTEE

     Section 2.01 The Guarantee. Subject to Section 2.03, each Guarantor hereby unconditionally and irrevocably guarantees to the Lenders, the Swing Loan Bank, the Issuing Bank, the Documentation Agent and the Administrative Agent and to each of them, the due and punctual payment of all Guaranteed Obligations as and when the same shall become due and payable, whether at maturity, by declaration or otherwise, according to the terms thereof. This is a continuing guarantee and a guarantee of payment and not merely of collection. In case of failure by the Borrower punctually to pay the indebtedness guaranteed hereby, each Guarantor, subject to Section 2.03, hereby unconditionally agrees to cause such payment to be made punctually as and when the same shall become due and payable, whether at maturity or by declaration or otherwise, and as if such payment were made by the Borrower. Each Guarantor further agrees that, if any payment made by the Borrower or any other person and applied to the Guaranteed Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, any such Guarantor’s liability hereunder shall be and remain in full force and effect, as fully as if such payment had never been made. If, prior to any of the foregoing, this Guaranty shall have been cancelled or surrendered, this Guaranty shall be reinstated in full force and effect, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any such Guarantor in respect of the amount of such payment.

     Section 2.02 Guarantee Unconditional. The obligations of each Guarantor under this Article II shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:

- 2 -

          (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other Loan Party under any Loan Document, by operation of law or otherwise;

          (b) any modification or amendment of or supplement to any Loan Document (other than as specified in an amendment or waiver of this Subsidiary Guaranty effected in accordance with Section 2.03);

          (c) any modification, amendment, waiver, release, non-perfection or invalidity of any Guaranteed Obligation, direct or indirect security, or of any guaranty or other liability of any third party, for any obligation of any other Loan Party under any Loan Document;

          (d) any change in the corporate existence, structure or ownership of any other Loan Party, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Loan Party or its assets or any resulting release or discharge of any obligation of any other Loan Party contained in any Loan Document;

          (e) the existence of any claim, set-off or other rights which any Guarantor may have at any time against any other Loan Party, the Administrative Agent, the Documentation Agent, the Swing Loan Bank, the Issuing Bank, any Lender or any other Person, whether or not arising in connection with the Loan Document; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;

          (f) any invalidity or unenforceability relating to or against any other Loan Party for any reason of any Loan Document, any Guaranteed Obligation or any provision of applicable law or regulation purporting to prohibit the payment by any other Loan Party of the principal of or interest on any Loan or any other amount payable by any other Loan Party under any Loan Document;

          (g) the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part of them;

          (h) any law, regulation, decree or order of any jurisdiction, or any other event, affecting any term of any Guaranteed Obligation or rights of the Administrative Agent, the Documentation Agent, the Swing Loan Bank, the Issuing Bank or the Lenders with respect thereto; or

          (i) any other act or omission to act or delay of any kind by any other Loan Party, the Administrative Agent, the Documentation Agent, the Swing Loan Bank, the Issuing Bank, any Lender or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of such Guarantor under this Article 2.

     Section 2.03 Limit of Liability. Each Guarantor shall be liable under this Subsidiary Guaranty only for amounts aggregating up to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provisions of any other applicable law. To the extent that any Guarantor shall be required hereunder to pay a portion of the Guaranteed Obligations which shall

- 3 -

exceed the greater of (i) the amount of the economic benefit actually received by such Guarantor from the incurrence of the Loans under the Credit Agreement and (ii) the amount which such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of the Guaranteed Obligations (excluding the amount thereof repaid by the Borrower and any other Guarantors) in the same proportion as such Guarantor’s net worth at the date enforcement hereunder is sought bears to the aggregate net worth of all the Guarantors at the date enforcement hereunder is sought (the “Contribution Percentage”), then such Guarantor shall have a right of contribution against each other Guarantor who has made payments in respect of the Guaranteed Obligations to and including the date enforcement hereunder is sought in an aggregate amount less than such other Guarantor’s Contribution Percentage of the aggregate payments made to and including the date enforcement hereunder is sought by all Guarantors in respect of the Guaranteed Obligations; provided that no Guarantor may take any action to enforce such right until the Guaranteed Obligations (other than contingent indemnification obligations with respect to unasserted claims) have been indefeasibly paid in full and the Commitments have been terminated, it being expressly recognized and agreed by all parties hereto that each Guarantor’s right of contribution arising pursuant to this Section 2.03 against any other Guarantor shall be expressly junior and subordinate to such other Guarantor’s obligations and liabilities in respect of the Guaranteed Obligations and any other obligations owing hereunder or under any other Subsidiary Guaranty. Until such time as the Guaranteed Obligations (other than contingent indemnification obligations with respect to unasserted claims) have been indefeasibly paid in full and the Commitments have been terminated, no Guarantor who makes any payment in respect of the Guaranteed Obligations shall have any right of contribution or subrogation against any other Guarantor in respect of such payment. The Guarantor recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such contribution. In this connection, each Guarantor has the right to waive its contribution right against any other Guarantor to the extent that after giving effect to such waiver such Guarantor would remain solvent, in the determination of the Required Lenders.

     Section 2.04 Discharge; Reinstatement in Certain Circumstances. The Guarantors’ obligations under this Article II shall remain in full force and effect until the Commitments are terminated and the principal of and interest on the Loans and all other amounts payable by the Borrower under the Loan Documents shall have been paid in full. If at any time any payment of the principal of or interest on any Loan or any other amount payable by the Borrower under any Loan Document is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of any other Loan Party or otherwise, the Guarantors’ obligations under this Article II with respect to such payment shall be reinstated at such time as though such payment had become due but had not been made at such time.

     Section 2.05 Waiver. Each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against any other Loan Party or any other Person.

     Section 2.06 Subrogation and Contribution. Until such time as the Guaranteed Obligations (other than contingent indemnification obligations with respect to unasserted claims) have been indefeasibly paid in full and the Commitments have been terminated, no Guarantor shall enforce or otherwise exercise any rights to which it may be entitled, by operation of law or

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otherwise, upon making any payment hereunder (i) to be subrogated to the rights of the payee against the Borrower with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by any other Loan Party in respect thereof or (ii) to receive any payment, in the nature of contribution or for any other reason, from any other Loan Party with respect to such payment. Any sums received in violation of the foregoing by any Guarantor shall be deemed to have been received by such Guarantor as trustee for the Guaranteed Parties, and shall be promptly paid over to the Administrative Agent on account of the Guaranteed Obligations, but without otherwise affecting such Guarantor’s liability hereunder.

     Section 2.07 Stay of Acceleration. If acceleration of the time for payment of any amount payable by the Borrower under the Loan Documents is stayed upon the insolvency, bankruptcy or reorganization of the Borrower, all such amounts otherwise subject to acceleration under the terms of the Loan Documents shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent made at the request of the Required Lenders.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

     Each Guarantor represents and warrants to the Administrative Agent, the Documentation Agent, the Swing Loan Bank, the Issuing Bank and the Lenders that:

     Section 3.01 Corporate Existence and Power. Such Guarantor is duly organized or incorporated, validly existing and in good standing under the laws of its jurisdiction of organization. Each Guarantor acknowledges receipt of a true and correct copy of the Credit Agreement and agrees to be bound by all the terms and conditions in the Credit Agreement applicable to such Guarantor.

     Section 3.02 Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by such Guarantor of this Subsidiary Guaranty:

          (a) are within such Guarantor’s corporate powers;

          (b) have been duly authorized by all necessary corporate or other entity action on the part of such Guarantor;

          (c) require no action by or in respect of, or filing with, any Governmental Authority on the part of the Guarantor; and

          (d) do not contravene, or constitute a default by such Guarantor under, any provision of (i) applicable law or regulation, (ii) the Organizational Document of such Guarantor, or (iii) any agreement or instrument evidencing or governing Debt of such Guarantor or any other material agreement, judgment, injunction, order, decree or other instrument binding upon such Guarantor.

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     Section 3.03 Binding Effect. This Subsidiary Guaranty constitutes a valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, subject to the Bankruptcy and Equity Exception.

     Section 3.04 Not an Investment Company. Such Guarantor is not an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

ARTICLE IV

MISCELLANEOUS

     Section 4.01 Notices. All notices and other communications to be made to or by any Guarantor hereunder shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows: (a) if to a Guarantor, to it at its address or facsimile number set forth on Exhibit A or such other address or facsimile number as such Guarantor may hereafter specify for the purpose by notice to the Administrative Agent and (b) if to any party to the Credit Agreement, to it at its address or facsimile number for notices specified in or pursuant to the Credit Agreement. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient).

     Section 4.02 No Waiver. No failure or delay by the Administrative Agent, the Documentation Agent, the Swing Loan Bank, the Issuing Bank or any Lender in exercising any right, power or privilege under this Subsidiary Guaranty or any other Loan Document shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein and therein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

     Section 4.03 Amendments and Waivers. Any provision of this Subsidiary Guaranty may be amended or waived if, and only if, such amendment or waiver is entered into in accordance with Section 10.01 of the Credit Agreement.

     Section 4.04 Successors and Assigns. This Subsidiary Guaranty is for the benefit of the Lenders, the Swing Loan Bank, the Documentation Agent, the Issuing Bank and the Administrative Agent and their respective successors and assigns and in the event of an assignment of the Loans, the Notes or other amounts payable under the Loan Documents, the rights hereunder, to the extent applicable to the indebtedness so assigned, shall be transferred with such indebtedness. All the provisions of this Subsidiary Guaranty shall be binding upon each Guarantor and its successors and assigns.

     Section 4.05 Taxes. All payments by any Guarantor hereunder shall be made free and clear of Taxes and otherwise in accordance with Section 3.01 of the Credit Agreement (which Section, including but not limited to the indemnification provisions contained therein) is hereby incorporated by reference as if set forth herein, provided that each reference contained therein to the Borrower shall be a reference to the Guarantors).

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     Section 4.06 Effectiveness. This Subsidiary Guaranty shall become effective when the Administrative Agent shall have received a counterpart hereof signed by each Guarantor.

     Section 4.07 GOVERNING LAW; SUBMISSION TO JURISDICTION. THIS SUBSIDIARY GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. EACH GUARANTOR HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN NEW YORK CITY FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS SUBSIDIARY GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH GUARANTOR IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

     Section 4.08 WAIVER OF JURY TRIAL. EACH GUARANTOR HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUBSIDIARY GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     Section 4.09 WAIVER OF CONSEQUENTIAL DAMAGES. EACH GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGE IN ANY LEGAL ACTION OR PROCEEDING IN RESPECT OF THIS GUARANTY OR ANY OTHER LOAN DOCUMENT.

     Section 4.10 Right of Setoff. Upon the occurrence and during the continuance of an Event of Default, each Guaranteed Party and each Affiliate of a Guaranteed Party may, without notice to, or demand upon, any Guarantor and regardless of the acceptance of any security or collateral for the payment hereof, appropriate and apply toward the payment of all or any part of the Guaranteed Obligations (a) any indebtedness due or to become due from such Guaranteed Party or Affiliate to such Guarantor and (b) any moneys, credits or other property belonging to such Guarantor, at any time held by, or coming into, the possession of such Guaranteed Party or Affiliate.

     Section 4.11 Additional Guarantors. If, pursuant to Section 6.09 of the Credit Agreement, the Borrower shall be required to cause any Material Subsidiary that is not a Guarantor as of the date hereof to become a Guarantor hereunder, such Material Subsidiary shall execute and deliver to the Administrative Agent a Guaranty Supplement in substantially the form of Exhibit B attached hereto and shall thereafter for all purposes be a party hereto and have the same rights, benefits and obligations as a Guarantor party hereto on the Closing Date.

     Section 4.12 Judgment Currency. If, under any applicable law and whether pursuant to a judgment being made or registered against any Guarantor or for any other reason, any

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payment under or in connection with this Subsidiary Guaranty, is made or satisfied in a currency (the “Other Currency”) other than that in which the relevant payment is due (the “Required Currency”) then, to the extent that the payment (when converted into the Required Currency at the rate of exchange on the date of payment or, if it is not practicable for the party entitled thereto (the “Payee”) to purchase the Required Currency with the other Currency on the date of payment, at the rate of exchange as soon thereafter as it is practicable for it to do so) actually received by the Payee falls short of the amount due under the terms of this Subsidiary Guaranty, such Guarantor shall, to the extent permitted by law, as a separate and independent obligation, indemnify and hold harmless the Payee against the amount of such shortfall. For the purpose of this Section, “rate of exchange” means the rate at which the Payee is able on the relevant date to purchase the Required Currency with the Other Currency and shall take into account any premium and other costs of exchange.

     Section 4.13 Amendment and Restatement. This Subsidiary Guaranty amends, restates and replaces the Existing Guaranty, and is not a novation of the obligations of the Guarantors pursuant to the Existing Guaranty.

[INTENTIONALLY LEFT BLANK]

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     IN WITNESS WHEREOF each Guarantor has caused this instrument to be duly executed by its authorized officer as of the date first above written.

RMI TITANIUM COMPANY, an Ohio corporation
 

By:  

Name:  

Title:  

TRADCO, INC., a Missouri corporation
 

By:  

Name:  

Title:  

NEW CENTURY METALS SOUTHEAST, INC., a Delaware corporation
 

By:  

Name:  

Title:  

EXTRUSION TECHNOLOGY CORPORATION OF AMERICA, an Ohio corporation
 

By:  

Name:  

Title:  

RTI ENERGY SYSTEMS, INC.,
an Ohio corporation
 

By:  

Name:  

Title:  

RTI FINANCE CORP., an Ohio corporation
 

By:  

Name:  

Title:  

Exhibit A

Notice Addresses

EXHIBIT B
TO
SUBSIDIARY GUARANTY

FORM OF GUARANTY SUPPLEMENT

     The undersigned hereby agrees to be bound as a Guarantor for purposes of the Subsidiary Guaranty, dated as of September 8, 2008 (the “Guaranty”), among certain Subsidiaries of RTI INTERNATIONAL METALS, INC. listed on the signature pages thereof and acknowledged by NATIONAL CITY BANK, as Administrative Agent, and the undersigned hereby acknowledges receipt of a copy of the Subsidiary Guaranty. The undersigned hereby represents and warrants that each of the representations and warranties contained in Article III of the Guaranty applicable to it is true and correct on and as the date hereof as if made on and as of such date. Capitalized terms used herein but not defined herein are used with the meanings given them in the Subsidiary Guaranty.

     IN WITNESS WHEREOF, the undersigned has caused this Guaranty Supplement to be duly executed and delivered as of                     ,           .

[NAME OF SUBSIDIARY GUARANTOR]
 

By:  

Name:  

Title:  

ACKNOWLEDGED AND AGREED
as of the date first above written:

NATIONAL CITY BANK
as Administrative Agent

By:

Name:

Title:

Exhibit I     
To Credit Agreement     

FORM OF COMPLIANCE CERTIFICATE

Financial Statement Date:                     ,                

To: National City Bank, as Administrative Agent

Ladies and Gentlemen:

     Reference is made to that certain First Amended and Restated Credit Agreement, dated as of September 8, 2008 (as amended, restated or otherwise modified from time to time, the “Agreement”), among RTI International Metals, Inc., an Ohio corporation (the “Borrower”), the Lenders from time to time party thereto, PNC Bank National Association, as Issuing Bank and Documentation Agent and National City Bank, as Swing Loan Bank, Issuing Bank and Administrative Agent. Capitalized terms used but not defined herein have the meanings given to them in the Agreement.

     The undersigned Financial Officer of the Borrower hereby certifies as of the date hereof that he/she is the                                          of the Borrower, and that, as such, he/she is authorized to execute and deliver this compliance certificate to the Administrative Agent on the behalf of the Borrower, and that:

[Use following paragraph 1 for fiscal year-end financial statement]

1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Borrower ended as of the above date, together with the opinion of a certified public accountant required by such section.

[Use following paragraph 1 for fiscal quarter-end financial statements]

1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.

[select one:]

2. [As of the date hereof, there is no Default or Event of Default.]

[or]

     [The following is a list of each Default or Event of Default as of the date hereof and the nature and status of each such Default or Event of Default and the details of any action taken or proposed to be taken with respect thereto:]

3. The financial covenant analyses, information and calculations necessary to show compliance with Section 7.04 of the Agreement set forth on Schedule 2 attached hereto are true and accurate on and as of the date of this compliance certificate.

[INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF. the undersigned has executed this compliance certificate as of                     ,           .

RTI INTERNATIONAL METALS, INC., an Ohio corporation:

By:

Name:

Title:

For the Quarter/Year ended                      (“Statement Date”)

SCHEDULE 1
to the Compliance Certificate

Financial Statements

For the Quarter/Year ended                      (“Statement Date”)

SCHEDULE 2
to the Compliance Certificate

RTI TO PREPARE SPREADSHEET WITH LINE ITEM CALCULATIONS OF THE FOLLOWING

I.	7.04(a) — Leverage Ratio.
II.	7.04(b) — Interest Coverage Ratio.

EX-4.3

Exhibit 4.3

December 27, 2006

CONFIDENTIAL

RTI Claro, Inc.
8140 Rue Lafrenaie
Saint Léonard, Québec
H1P 2A9

Attention: Kieran Mallette, Director Finance

- and to -

RTI International Metals, Inc..
1000 Warren Avenue
Niles, Ohio 44446

Attention: William T. Hull, Vice President and CAO

Dear Sirs:

Re:   Credit Agreement between RTI Claro, Inc., as borrower, RTI International Metals, Inc., as guarantor, and National City Bank, Canada Branch, as lender

Subject to the terms and conditions set forth in this Agreement the Lender agrees to provide the Credit Facility to the Borrower.

1. Interpretation

1.01 Definitions. The following terms used in this Agreement shall have the meanings set forth below:

     “Affiliate” of a Person means any other Person which, directly or indirectly, controls or is controlled by or is under common control with the first Person, and for purposes of this definition, “control” (including with correlative meanings the terms “controlled by” and “under common control with”) means the power to direct or cause the direction of the management and policies of any Person, whether through the ownership of shares or by contract or otherwise.

     “Agent” means PNC Bank, National Association, in its capacity as agent for certain lenders, in respect of syndicated loan and credit facilities provided to RTI International.

     “Agreement” means this credit agreement and the schedules attached hereto and any amendments or supplements to or restatements of this credit agreement or the schedules at any time and from time to time.

     “Applicable Law” means, at any time, with respect to any Person, property, transaction or event, all applicable laws, statutes, regulations, treaties, judgments and decrees and (whether or not having the

force of law) all applicable official directives, rules, consents, approvals, by-laws, permits, authorizations, guidelines, order and policies of any governmental or regulatory body or Persons having authority over that Person, property, transaction or event.

     “Applicable Margin” means the percentage per annum, or the number of Basis Points above the Prime Rate, as may be set out in the Pricing Grid for the applicable type of Borrowing at the level corresponding to RTI International’s Leverage Ratio for the most recently completed and reported fiscal quarter, as established in accordance with Section 5.07 hereof.

     “Associate” shall have the meaning given to “associate” in the Business Corporations Act (Ontario) as amended or re-enacted from time to time.

     “Audited Statements” has the meaning given to such term in Section 5.07.

     “Basis Point” and “bp” means one one-hundredth of one percent (.01%).

     “Borrower” means RTI Claro, Inc., a corporation incorporated under the laws of Canada, and its successors and permitted assigns.

     “Borrowing” means a use of the Credit Facility.

     “Borrowing Date” means a Business Day on which a Borrowing is made.

     “Business” means the business operated by the Borrower for the purpose of supplying the aerospace industry.

     “Business Day” means a day on which banks are open for business in Toronto, Ontario other than a Saturday, Sunday or legal holiday.

     “Canadian Dollars”, “Cdn. Dollars”, “Cdn. $” and “$” each means lawful money of Canada.

     “Capital Expenditures” means, for any particular period, those expenditures made by RTI International and its Subsidiaries on a consolidated basis, for the purchase lease or acquisition of assets (other than current assets) which are required to be capitalized in accordance with GAAP, including, without limitation, expenditures made in connection with the purchase, lease, license, acquisition, erection, development, improvement or construction of property of or by RTI International and any of its Subsidiaries (including any such property acquired pursuant to a Capitalized Lease Obligation) or any other such expenditures relating to equipment, rolling equipment, machinery and other fixed assets and real property.

     “Capital Leases” means with respect to any Person, all agreements for the lease or rental of real or personal property of such Person as lessee that in accordance with GAAP are required to be classified and accounted for as capital leases.

     “Capitalized Lease Obligations” means, with respect to any Person, all monetary obligations under Capital Leases.

     “CDOR Loan” means a Canadian Dollar loan made by the Lender to the Borrower on which the interest rate is calculated with reference to the CDOR Rate.

     “CDOR Loan Notice” means a Notice of Borrowing requesting a CDOR Loan to be given to the Lender in writing.

     “CDOR Loan Rollover” means the replacement in whole or in part of a maturing CDOR Loan with another CDOR Loan or an identical principal amount.

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     “CDOR Period” means the period for computing interest from time to time on a CDOR Loan as stated herein.

     “CDOR Rate” means, for any CDOR Period, the rate per annum determined by the Lender by reference to the average rate quoted on the Reuters Monitor Screen (Page CDOR, or such other page as may replace such page on such screen for the purpose of displaying Canadian interbank bid rates for Canadian Dollar bankers’ acceptance) applicable to Canadian Dollar bankers’ acceptances (on a three hundred sixty-five (365) day basis) with a term comparable to such CDOR Period as of 10:00 A.M. (Eastern time) on the first day of such CDOR Period and, if such day is not a Business Day, then on the immediately preceding Business Day (as adjusted by the Lender after 10:00 A.M. (Eastern time) to reflect any error in a posted rate of interest of in the posted average annual rate of interest). If, for any reason, the Reuters Monitor Screen rates are unavailable, CDOR Rate means the rate of interest determined by the Lender that is equal to the rate (rounded upwards to the nearest basis point) quoted by the Globe and Mail for the immediately prior Business Day in respect of Canadian Dollar bankers’ acceptances (on a thee hundred sixty-five (365) day basis) with a term comparable to such CDOR Period. No adjustment shall be made to account for the difference between the number of days in a year on which the rates referred to in this definition are based and the number of days in a year on the basis of which interest is calculated in this Agreement.

     “Closing Date” means December 27, 2006 or such earlier or later date to which the Lender and the Borrower may mutually agree.

     “Compliance Certificate” means a completed certificate substantially in the form of Schedule “A” attached hereto signed and delivered by an officer of the Borrower and RTI International, as such form may be amended from time to time, by mutual agreement of the Borrower, RTI International and the Lender.

     “Consolidated EBIT” means, for any period, the consolidated net income (or net loss) of RTI International and its Subsidiaries for such period as determined in accordance with GAAP, plus (a) the sum of (i) Interest Expense, (ii) total income tax expense, (iii) extraordinary or unusual losses (including after tax losses on sales of assets outside of the ordinary course of business and not otherwise included in GAAP extraordinary or unusual losses), (iv) other non cash charges, and (v) the net loss of any Person that is accounted for by the equity method of accounting, except to the extent of the amount of dividends or distributions paid to RTI International, less (b) the sum of (i) extraordinary or unusual gains (including after tax gains on sales of assets outside of the ordinary course of business and not otherwise included in GAAP extraordinary or nonrecurring gains), (ii) other noncash credits, and (iii) the net income of any Person that is accounted for by the equity method of accounting, except to the extent of the amount of dividends or distributions paid to RTI International; provided, that for purposes of calculating Consolidated EBIT of RTI International and its Subsidiaries for any period, the Consolidated EBIT of any Person acquired by RTI International or its Subsidiaries during such period shall be included on a pro forma basis for such period (assuming the consummation of each such acquisition and the incurrence or assumption of any Indebtedness in connection therewith occurred on the first day of such period) if the consolidated balance sheet of such acquired Person and its consolidated Subsidiaries as at the end of the period preceding the acquisition of such Person and related consolidated statements of income and stockholders’ equity and of cash flows for such period (i) have been previously provided to the Lender and (ii) either (A) have been reported on without qualification arising out of the scope of the audit by independent certified accountants of nationally recognized standing or (B) have been found acceptable by the Lender.

     “Consolidated EBITDA” shall mean, for any period, the consolidated net income (or net loss) of RTI International and its Subsidiaries for such period as determined in accordance with GAAP, plus (a) the sum of (i) depreciation expense, (ii) amortization expense, (iii) Interest Expense, (iv) total income tax expense, (v) extraordinary or unusual losses (including after tax losses on sales of assets outside of the ordinary course of business and not otherwise included in GAAP extraordinary or unusual losses), (vi) other non cash charges, and (vii) the net loss of any Person that is accounted for by the equity method of accounting, except to the extent of the amount of dividends or distributions paid to the Borrower, less (b)

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the sum of (i) extraordinary or unusual gains (including after tax gains on sales of assets outside of the ordinary course of business and not otherwise included in GAAP extraordinary or nonrecurring gains), (ii) other noncash credits, and (iii) the net income of any Person that is accounted for by the equity method of accounting, except to the extent of the amount of dividends or distributions paid to RTI International; provided, that for purposes of calculating Consolidated EBITDA of RTI International and its Subsidiaries for any period, the Consolidated EBITDA of any Person acquired by RTI International or its Subsidiaries during such period shall be included on a pro forma basis for such period (assuming the consummation of each such acquisition and the incurrence or assumption of any Indebtedness in connection therewith occurred on the first day of such period) if the consolidated balance sheet of such acquired Person and its consolidated Subsidiaries as at the end of the period preceding the acquisition of such Person and related consolidated statements of income and stockholders’ equity and of cash flows for such period (i) have been previously provided to the Lender and (ii) either (A) have been reported on without qualification arising out of the scope of the audit by independent certified accountants of nationally recognized standing or (B) have been found acceptable by the Lender.

     “Controlled” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, including the power to elect a majority of the directors or trustees of a corporation or trust, as the case may be, and the term “Controlled” and “Controlling” shall have correlative meanings.

     “Consolidated Total Indebtedness” means the Indebtedness of any Person determined on a consolidated basis in accordance with GAAP, consistently applied.

     “Conversion” means the conversion of one manner of Borrowing permitted hereunder into another manner of Borrowing permitted hereunder.

     “Conversion Date” means the date upon which a Conversion is effected.

     “Conversion Notice” means a notice requesting a Conversion substantially in the form of Schedule “B” attached hereto.

     “Corporate Distribution” means any direct or indirect declaration or payment by any Obligor to a Person whether by way of salary, bonus, allowance, expense reimbursement, dividends, purchase, redemption or return of capital, capital withdrawal, reduction in shareholder loan by way of cash repayment, non-arm’s length advance, interest, management or similar fee or other corporate distribution or compensation.

     “Credit Facility” means the credit facility to be provided by the Lender to the Borrower as described in Article 2 of this Agreement.

     “Debt Service Coverage Ratio” means, for any period, the ratio calculated by dividing:

(a)	Consolidated EBITDA
	by
(b)	the sum of, without duplication:

(i) Interest Expense; and

(ii) scheduled repayments and optional prepayments, to the extent actually made, in respect of the principal amount of all Indebtedness and Capital Lease Obligations of RTI International and its Subsidiaries.

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     “Default” means the occurrence of an Event of Default regardless of whether any requirement in connection with such Event of Default for the giving of notice, the lapse of time, or both, has been satisfied or met.

     “Event of Default” has the meaning given to it in Section 10.01.

     “GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be recognized by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination.

     “Governmental Authority” means any nation, or government, any province, state, municipality, local or other political subdivision thereof and any agency, instrumentality or other entity thereof exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

     “Guarantee” means, the form of guarantee attached in Schedule “G” attached hereto, and with respect to a Person any absolute or contingent obligation of that Person under any guarantee, agreement, endorsement (other than for collection or deposit in the ordinary course of business), discount with recourse or other obligation to pay, purchase, repurchase or otherwise be or become liable or obligated upon or in respect of any Indebtedness of any other Person, and including any absolute or contingent obligations to:

(a) advance or supply funds for the payment or purchase of any Indebtedness of any other Person,

(b) purchase, sell or lease (as lessee or lessor) any property, assets, goods, services, materials or supplies primarily for the purpose of enabling any other Person to make payment of Indebtedness or to assure the holder thereof against loss, or

(c) indemnify or hold harmless any other Person from or against any losses, liabilities or damages, in circumstances intended to enable such other Person to incur or pay any Indebtedness or to comply with any agreement relating thereto or otherwise to assure or protect creditors against loss in respect of such Indebtedness.

     Each Guarantee shall be deemed to be in an amount equal to the amount of the Indebtedness in respect of which the Guarantee is given, unless the Guarantee is limited to a determinable amount in which case the amount of the Guarantee shall be deemed to be the lesser of the amount of the Indebtedness in respect of which the Guarantee is given and such determinable amount..

     “Guarantors” means, collectively, RTI International and those Subsidiaries of RTI International listed in Schedule “E” attached hereto.

     “Indebtedness” means, as to any Person at any time, any and all indebtedness, obligations or liabilities (whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent or joint and several) of such Person for or in respect of: (i) borrowed money, (ii) amounts raised under or liabilities in respect of any note purchase or acceptance credit facility, (iii) reimbursement obligations (contingent or otherwise) under any letter of credit, currency swap agreement, hedging contracts, interest hedge agreements or other interest rate management device, raw materials management device or commodities management device (except raw materials or commodity management devices entered into in the ordinary course of business), (iv) any other transaction (including forward sale or purchase agreements, Capitalized Leases, and conditional sales agreements) having the commercial effect of a borrowing of money entered into by such person to finance its operations or capital requirements (but not including trade payables and accrued expenses incurred in the ordinary course of

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business which are not represented by a promissory note or other evidence of indebtedness), or (v) any Guarantee of any of the foregoing.

     “Internally Prepared Statements” has the meaning given to such term in Section 5.07.

     “Interest Expense” means any Person’s interest expense as determined in accordance with GAAP, as appearing on RTI International’s financial statements.

     “Lender” means National City Bank, Canada Branch and its successors and assigns.

     “Leverage Ratio” means the ratio calculated on a consolidated basis as of the end of each of RTI International’s and its Subsidiaries fiscal quarters by dividing (i) the Consolidated Total Indebtedness at such date by (ii) the Consolidated EBITDA for the four fiscal quarter period ending on such date.

     “Loan Documents” means this Agreement, the RTI Guarantee, the Other Guarantees and any other document, instrument, agreement, or certificate in favour of the Lender executed in connection herewith or contemplated hereunder and when used in relation to any Person, “Loan Documents” means the Loan Documents executed and delivered by such Person.

     “Material Adverse Change” means:

(a) any change, event, violation, circumstance or effect, including, without limitation:

(i) a loss by or failure of any Obligor to maintain any licences, permits, authorizations or other regulatory or statutory approvals required for the operation of its business;

(ii) any suit, claim, action or other proceeding of a material amount, whether civil, criminal or administrative, against any Obligor for which such Obligor is not insured or otherwise indemnified;

(iii) the receipt of a qualified opinion from the auditors of the Obligors in respect of their financial condition;

(iv) a default by the Borrower in the performance of any of its obligations under any material agreement which results, or could result, in the acceleration of any payment obligation or in a claim against the Borrower of more than $500,000 or where the action is identified as material by its auditors in the footnotes of its financial statements, and

(v) a default by RTI International in the performance of any of its obligations under any material agreement which results, or could result, in the acceleration of any payment obligation or in a claim against RTI International where the action is identified as material by its auditors in the footnotes of its financial statements, or could reasonably be expected to be material and adverse to the business, properties, assets, financial condition or results of the operations of RTI International,

which, when considered individually or when aggregated with other changes, events, violations, circumstances or effects, is or would reasonably be expected to have a Material Adverse Effect; or

(b) any other material event or occurrence following which the Lender, in good faith and upon commercially reasonable grounds, believes that the prospect of payment or

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performance by the Obligors of their obligations to the Lender is, or is about to be, impaired.

     “Material Adverse Effect” means a material adverse effect on the business, property, assets, liabilities, operations, condition (financial or otherwise), affairs or prospects of the Borrower or a material adverse effect on the ability of the Obligors to perform their obligations under any of the Loan Documents.

     “Maturity Date” means June 30, 2017.

     “Notice of Borrowing” means a notice substantially in the form of Schedule “C” attached hereto requesting a Borrowing to be given to the Lender in writing as described in Section 3.01 hereof.

     “Obligors” means the Borrower and RTI International and “Obligor” means any one of them.

     “Other Guarantees” has the meaning given to such term in Section 9.02

     “Outstanding Borrowings” means, at the time of determination, the aggregate of the outstanding principal amount of all Prime Rate Loans and CDOR Loans.

     “Outstanding Obligations” means the aggregate of (i) all Outstanding Borrowings, (ii) all unpaid interest and fees thereon as herein provided, and (iii) all other indebtedness, liabilities and obligations (including, without limitation, under any indemnities) and all other fees, charges and expenses required to be paid by the Borrower to the Lender hereunder or pursuant to any other Loan Document or pursuant to any other written agreements now or hereafter entered into between the Borrower and the Lender.

     “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 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;

(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;

(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;

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(f) 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) and no other asset unless provided for with the Lender’s consent , not to be unreasonably withheld..

     “Permitted Indebtedness” means:

(a) the Outstanding Obligations;

(b) intercompany loans made to the Borrower by any of the Guarantors that have executed and delivered to the Lender a Guarantee;

(c) current accounts payable arising in the ordinary course of the Business;

(d) Indebtedness owing to any Person who has fully subordinated such Indebtedness to the Outstanding Obligations;

(e) Capitalized Lease Obligations and Purchase Money Obligations incurred in compliance with the terms of this Agreement;

(f) the liability and obligation of the Borrower to the Agent incurred pursuant to a Guarantee granted by the Borrower to the Agent in accordance with the terms of the US Credit Agreement; and

(g) Indebtedness in a maximum principal amount of $5,175,000 owing to Investissement Québec and La Financière du Québec pursuant to an offer of loan dated July 24, 2006 between the Borrower, Investissement Québec and La Financière du Québec pursuant and RTI International.

     “Person” includes an individual, a partnership, a joint venture, a trust, an unincorporated organization, a company, a corporation, an association, a government or any department or agency thereof and any other incorporated or unincorporated entity.

     “Pricing Grid” has the meaning given to such term in Section 5.07.

     “Prime Rate” means the nominal variable rate of interest used by the Lender as its reference rate of interest for Canadian dollar commercial loans made in Canada from time to time announced by the Lender.

     “Prime Rate Loans” means loans or advances under the Credit Facility on which the interest rate is calculated by reference to the Prime Rate.

     “Priority Payables” means, with respect to any Person at any time, the aggregate amount of such debts, liabilities and obligations payable by such Person to any other Person or any Governmental Authority which in a bankruptcy, receivership, winding-up, liquidation or like proceeding would or could potentially rank in priority to the Outstanding Borrowings including, without limitation, employment insurance premiums, Canada Pension Plan contributions, unpaid wages, salaries and commissions, unremitted source deductions for vacation pay, arrears of rent, amounts owed in respect of worker’s compensation, withholding tax liabilities, goods and services tax, all sales and consumption taxes, customs duties, amounts owed to unpaid vendors who have a right of repossession and amounts to creditors which may claim priority by statute or under a Purchase Money Obligation.

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     “Purchase Money Obligations” means the outstanding balance of the purchase price of real or personal property title to which was acquired or will be acquired upon payment of such purchase price.

     “Revolving Period” means the period from the Closing Date up to and including July 1, 2007.

     “RTI Guarantee” has the meaning given to such term in Section 9.01.

     “RTI International” means RTI International Metals, Inc., an Ohio corporation, and its successors and assigns.

     “Security Interest” means any mortgage, charge, pledge, hypothecation, lien (statutory or otherwise), assignment, finance lease, title retention agreement or arrangement, security interest or other encumbrance or adverse claim of any nature, or any other security agreement or arrangement creating in favour of any creditor a right in respect of a particular property.

     “Subsidiary” means any Person at any time shall mean (i) any corporation or trust of which 50% or more (by number of shares or number of votes) of the outstanding capital stock or shares of beneficial interest normally entitled to vote for the election of one or more directors or trustees (regardless of any contingency which does or may suspend or dilute the voting rights) is at such time owned directly or indirectly by such Person or one or more of such Person’s Subsidiaries, (ii) any partnership of which such Person is a general partner or of which 50% or more of the partnership interests is at the time directly or indirectly owned by such Person or one or more of such Person’s Subsidiaries, (iii) any limited liability company of which such Person is a member or of which 50% or more of the limited liability company interests is at the time directly or indirectly owned by such Person or one or more of such Person’s Subsidiaries or (iv) any corporation, trust, partnership, limited liability company or other entity which is Controlled or capable of being Controlled by such Person or one or more of such Person’s Subsidiaries.

     “Tax” and “Taxes” include all present and future income, corporation, capital gains, capital, value-added, goods and services taxes and other taxes, levies, imposts, stamp taxes, duties, charges to tax, fees, deductions, withholdings and all penalties, interest and other payments on or in respect thereof.

     “US Credit Agreement” means the credit agreement dated April 12, 2002 among RTI International, as borrower, the Agent, as agent and L/C issuer, U.S. Bank, National City Bank of Pennsylvania and LaSalle Bank National Association, as documentation agents, PNC Capital Markets, Inc., as lead arranger, and the Lenders (as defined therein), as amended by a first amendment to revolving credit and letter of credit issuance agreement dated as of June 4, 2004 as further amended by a second amendment to revolving credit and letter of credit issuance agreement dated as of July 25, 2006 copies of which are attached hereto as Schedule “F”.

1.02 Interpretation. All references to Sections, Subsections, Paragraphs, Articles, Schedules are to sections, subsections, paragraphs, articles of and schedules to this Agreement. The words “hereto”, “herein”, “hereunder”, “this Agreement” mean and refer to this Agreement. The division of this Agreement into articles and sections and the insertion of headings are for the convenience of reference only and shall not affect the meaning or interpretation of this Agreement. Where the context so requires, words importing the singular include the plural and vice versa and words importing gender include the masculine, feminine and neuter genders.

1.03 Canadian Currency. Unless otherwise specified all amounts and values referred to in this Agreement are references to lawful money of Canada.

1.04 Schedules. The following Schedules are attached to and form part of this Agreement:

Schedule “A” — Compliance Certificate
Schedule “B” — Conversion Notice
Schedule “C” — Notice of Borrowing

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Schedule “D” — Location of Borrower’s Assets
Schedule “E” — Guarantors
Schedule “F” — US Credit Agreement
Schedule “G” — Form of Guarantee

2. Credit Facility

2.01 Credit Facility. Subject to the provisions of this Agreement, the Lender agrees to provide the Credit Facility to the Borrower for the purposes of the Borrower’s working capital, the Borrower’s financing land and building costs in connection with the construction of new manufacturing facilities in Laval, Quebec, Canada and the Borrower’s repayment of intercompany loans owed to RTI International.

2.02 Description of Credit Facility. The Credit Facility shall consist of a term credit facility available to the Borrower by way of, at the option of the Borrower, Prime Rate Loans or CDOR Loans. Borrowings under the Credit Facility may be made from time to time by the Borrower during the Revolving Period only. Outstanding Borrowings under the Credit Facility shall at no time exceed $16,000,000 as such amount may be reduced in accordance with this Agreement. Any undrawn portion of the Credit Facility as at the end of the Revolving Period shall be automatically and permanently cancelled.

2.03 Revolving Feature. Subject to the limitations contained in this Agreement, the Borrower may increase or decrease Borrowings under the Credit Facility during the Revolving Period only by borrowing, repaying and reborrowing Prime Rate Loans or CDOR Loans, in accordance with the terms of this Agreement.

2.04 Restrictions on Borrowing. The Borrower shall not request a Borrowing if the result thereof would create or cause a breach of any term, representation, warranty or covenant hereof. The principal amount of Prime Rate Loans outstanding at any time shall not be less than $1,000,000 and are available in whole multiples of $100,000.

2.05 Evidence of Outstanding Obligations. The Lender shall maintain accounts and records evidencing the obligations of the Borrower to the Lender hereunder. The Lender’s accounts and records shall constitute prima facie evidence of the Outstanding Obligations of the Borrower to the Lender hereunder in the absence of manifest error.

2.06 Illegality. If the introduction of or any change in any Applicable Law or in the interpretation or application thereof by any court or by any Governmental Authority charged with the administration thereof, makes it unlawful or prohibited for the Lender to provide the Credit Facility or any portion thereof or to perform any of its obligations under this Agreement, the Lender may, by thirty (30) days written notice to the Borrower (unless the provision of the Applicable Law requires earlier prepayment in which case the notice period shall be such shorter period as required to comply with the Applicable Law), terminate its obligations under this Agreement (or those which are unlawful or prohibited as the case may be) and in such event, the Borrower shall (to the extent required) repay the Outstanding Obligations or such part thereof as may be unlawful or prohibited forthwith (or at the end of such period as the Lender in its discretion agrees), without notice or penalty (other than breakage costs and related expenses), together with all accrued but unpaid interest and fees as may be applicable to the date of payment, or the Lender may, by written notice to the Borrower, convert such Borrowings forthwith into another basis of Borrowing available under this Agreement.

2.07 Termination of Credit Facility. The Credit Facility shall terminate automatically upon the earlier of the Maturity Date and the date specified by the Lender in any notice of termination of the Credit Facility issued by the Lender to the Borrower after the occurrence of an Event of Default. Following termination of the Credit Facility the Borrower shall have no further right to credit of any nature or kind from the Lender. All of the Outstanding Obligations shall become due and payable on the Maturity Date.

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3. Procedures for Borrowing

3.01 Notice of Borrowing. Each Borrowing of:

(a) Prime Rate Loans shall be made on at least one (1) Business Day’s prior notice; or

(b) CDOR Loans shall be made on at least two (2) Business Days prior notice,

given not later than 10:00 a.m. (Toronto time) by the Borrower to the Lender. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be given in such form as the Lender may from time to time reasonably specify, failing which such Notice of Borrowing shall be given by facsimile transmission, confirmed promptly by letter, and shall be in substantially the form of Schedule “C” attached hereto and shall specify therein the requested date and amount of such Borrowing. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. The Borrower shall indemnify the Lender against any loss or expense incurred by the Lender as a result of any failure to fulfill on or before the date specified for such Borrowing the applicable conditions set forth in Sections 6.01 and 6.02, including, without limitation, any loss or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by the Lender to fund any loan to be made by the Lender as part of such Borrowing if such loan, as a result of such failure, is not made on such date.

3.02 Conversion Notice. The Borrower may convert in whole or in part one type of Borrowing under the Credit Facility into another type of Borrowing available under the Credit Facility provided that:

(a) the Borrower delivers to the Lender a Conversion Notice within the notice periods required for a new Borrowing of the type into which the Borrower wishes to convert;

(b) after obtaining the converted Borrowing, the Borrower will remain in compliance with the provisions of this Agreement;

(c) if the proposed converted Borrowing is in the form of CDOR Loans, the provisions of Section 3.03 are complied with; and

(d) if the existing Borrowing is in the form of CDOR Loans, the Conversion is completed upon the maturity of the applicable CDOR Loan.

Each Conversion Notice shall specify, with respect to the outstanding loans to which such Notice applies, the new type of Borrowing selected and the date on which such change is to be made. Each Conversion Notice shall be irrevocable and binding upon the Borrower.

3.03 CDOR Loans.

(a) Subject to availability, each CDOR Loan shall have a CDOR Period of 30, 60 or 90 days at the option of the Borrower. The Borrower shall not be entitled to obtain a CDOR Loan which matures after the Maturity Date.

(b) The principal amount of CDOR Loans outstanding at any time shall be not less than Cdn$1,000,000 and are available in whole multiples of Cdn$100,000.

(c) Overdue amounts in respect of a CDOR Loan (including overdue interest) may, at the Lender’s option, be either converted into another type of loan or considered to be a CDOR Loan for one or more CDOR Periods or durations as the Lender may determine, and bearing interest at a rate per annum equal to the applicable interest rate both before and after demand, default and judgment.

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(d) The Borrower shall indemnify the Lender for all expenses and losses incurred by the Lender in connection with the early termination of any CDOR Period initiated by the Borrower.

(e) The Borrower shall repay the principal amount of each CDOR Loan on the last day of the CDOR Period therefor unless:

(i) the maturing CDOR Loan is renewed pursuant to a CDOR Loan Rollover or converted into a Prime Rate Loan pursuant to a Conversion; or

(ii) repayment of the Outstanding Borrowing under the Credit Facility shall have been accelerated or otherwise required to be paid at an earlier date pursuant to the terms hereof, in which case CDOR Loans shall be repaid on the date such repayment is due.

(f) If on the last day of the applicable CDOR Period, a CDOR Loan is not repaid, renewed pursuant to a CDOR Loan Rollover or converted pursuant to a Conversion, the Lender may, at its option, convert the maturing CDOR Loan into a Prime Rate Loan or renew the maturing CDOR Loan by way of a further CDOR Loan for such CDOR Period as the Lender may determine in its sole discretion.

(g) The availability of CDOR Loans to the Borrower shall be subject to its obligations to make payments and prepayments of its Outstanding Obligations as provided herein.

(h) If a CDOR Loan is outstanding at any time that the Outstanding Borrowings become immediately due and payable pursuant to the terms of this Agreement, the Borrower shall forthwith pay to the Lender an amount equal to the CDOR Loan and interest due on maturity. The proceeds of such payment shall be held by the Lender for set-off against the liability of the Borrower to the Lender in respect of such CDOR Loan. The Lender shall credit the Borrower with interest on such proceeds at the prevailing rate for comparative term deposits maturing on the maturity date of the CDOR Loan.

3.04 Reliance on Oral Instructions. The Lender shall be entitled to act upon the oral and written instructions of any Person whom the Borrower designates as a Person authorized by the Borrower to give instructions regarding matters contemplated by this Agreement. The Lender shall not be responsible for any error or omission relating to such instructions. Oral instructions shall, at the request of the Lender, be immediately confirmed in writing by the Borrower. The Borrower may revoke the authority of any authorized Person by notifying the Lender in writing, which notice shall be effective on the second Business Day immediately following the date of its actual receipt by the Lender.

4. Payments

4.01 Repayment. Unless the Credit Facility is required to be paid at an earlier date pursuant to the terms hereof, and in addition to any mandatory payments required to be made by the Borrower hereunder, the following repayment terms shall apply:

(a) The Borrower shall make thirty-nine (39) equal quarterly instalments in the principal amount of 1.67% of the principal amount of the Credit Facility outstanding as at the end of the Revolving Period each together with interest in accordance with Section 5.01 hereof. The initial repayment instalment shall be made on September 30, 2007 and subsequent instalments shall be made quarterly in arrears on the last Business Day of each quarter.

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(b) The Borrower shall also make a bullet principal repayment of 34.87% of the principal amount of the Credit Facility outstanding as at the end of the Revolving Period on the Maturity Date.

(c) All remaining Indebtedness under the Credit Facility together with accrued and unpaid interest thereon and all fees and other charges payable thereon shall be repaid in full by the Borrower on the Maturity Date.

4.02 Credit Limit Excess. If for any reason the Outstanding Obligations exceeds the amount limited by Section 2.02, the Borrower shall forthwith repay to the Lender Prime Rate Loans and CDOR Loans in such order until such excess is repaid in full. The Borrower shall pay interest on such excess at the nominal variable rate equal to the Prime Rate plus 2% per year, calculated on the daily outstanding balance of such excess and payable on the last day of each month, until such excess is repaid in full.

4.03 Voluntary Prepayment. The Borrower shall be entitled to prepay any Prime Rate Loans at any time without notice, bonus or penalty. The Borrower shall be entitled to prepay CDOR Loans prior to the end of the maturity date of such CDOR Loans, but must provide breakage costs acceptable to the Lender, acting reasonably, to cancel such CDOR Loans upon approval of the Lender, which approval shall not be unreasonably withheld.

4.04 Cancellation and Termination. The Borrower may terminate and cancel the Credit Facility established by this Agreement at any time provided that the Borrower has repaid all of the Outstanding Obligations. In addition to the Lenders rights and remedies contained in this Agreement, the Lender may terminate and cancel the Credit Facility established by this Agreement at any time after the expiry of the Revolving Period provided that the Borrower has repaid all the Outstanding Obligations.

5. Interest, Fees and Expenses

5.01 Interest Rate. Interest shall accrue from day to day from the date of each Borrowing, and the Borrower shall be liable for and pay interest to the Lender, both before and after the Maturity Date, demand, Default and judgment at an interest rate or rates per annum as follows:

(a) on Prime Rate Loans advanced under the Credit Facility at the Prime Rate plus the Applicable Margin per annum; and

(b) on CDOR Loans advanced under the Credit Facility at the CDOR Rate plus the Applicable Margin per annum.

5.02 Calculation on Prime Rate Loans. Interest on Prime Rate Loans shall be payable quarterly in arrears on the last day of each month during which a Prime Rate Loan is outstanding. Such interest shall accrue on a daily basis on the principal amount remaining unpaid from time to time and shall be calculated on the basis of the actual number of days elapsed and a year of 365 or 366 days.

5.03 Calculation on CDOR Loans. Interest on each CDOR Loan based on the principal amount of such CDOR Loan and on the number of days in the applicable CDOR Period shall be paid in Cdn Dollars to the Lender on the Interest Payment Date applicable to such CDOR Loan. Such interest shall accrue on a daily basis on the principal amount of such CDOR Loan remaining unpaid and shall be calculated on the basis of the actual number of days elapsed and a year of 365 or 366 days.

5.04 Interest on Overdue Amounts. The Borrower agrees to pay interest on all overdue amounts both before and after maturity, demand, Default and judgment at a rate equal to the Prime Rate plus

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2% per year, calculated on the daily outstanding balance of such overdue amounts and compounded monthly on the last day of each month. Such interest is payable on demand.

5.05 Change in Rates. All interest rates established in relation to the Prime Rate or CDOR Rate shall change automatically and without notice to the Borrower simultaneously with any change in the Prime Rate or CDOR Rate.

5.06 Other Fees. RTI International agrees to pay to National City Bank a fee of US$30,000 payable on the Closing Date.

5.07 Changes in Pricing Grid.

(a) The Borrower shall pay interest on the Outstanding Obligations at the rates specified for each of the component Borrowings in the pricing grid set out below (the “Pricing Grid”) from time to time based upon the magnitude of RTI International’s Leverage Ratio (in accordance with the method and procedures outlined in Section 8.02) in the most recently completed and reported fiscal quarter. Provided, however, that the interest rates payable by the Borrower shall be those set out in the “Level 1” of the Pricing Grid until such time as the Lender receives the auditor prepared consolidated annual financial statements and a Compliance Certificate for RTI International (the “Audited Statements”) for the end of the Fiscal Year ending December 31, 2006, Audited Statements for the end of each Fiscal Year thereafter and internally prepared consolidated financial statements and Compliance Certificate for RTI International for each of the first, second and third fiscal quarters of each Fiscal Year (the “Internally Prepared Statements”).

Level	Leverage Ratio	Prime Rate plus % per annum	CDOR Rate plus % per annum
1	=<1.50:1	-0.75%	0.65%
2	>1.50:1 but =<2.00:1	-0.50%	0.95%
3	>2.00:1 but =<2.50:1	0.00%	1.50%
4	>2.50:1	0.75%	2.25%

(b) The Borrower shall pay interest at the rates set out in the level of the Pricing Grid corresponding to the Leverage Ratio achievement commencing in the first fiscal quarter after the Lender’s receipt of the Internally Prepared Statements or the Audited Statements, as the case may be. Thereafter, the Borrower’s position on the Pricing Grid shall be reassessed on a going forward basis following the Lender’s receipt of the internally prepared Consolidated quarterly statements for the applicable quarter and Compliance Certificate for RTI International, and the Borrower shall pay interest on the component Borrowings in the upcoming fiscal quarter at the rates set forth in the Pricing Grid corresponding to RTI International’s Leverage Ratio achievement.

5.08 Change in Circumstances

(a) Reduction in Rate of Return. If at any time the Lender determines, acting reasonably, that (i) any change in any Applicable Law or any interpretation thereof after the date of execution hereof, or (ii) compliance by the Lender with any direction, requirement or request from any regulatory authority given after the date of execution hereof, whether or not having the force of law, has or would have, as a consequence of the Lender’s obligations under this Agreement and taking into consideration the Lender’s policies with respect to capital adequacy, the effect of reducing the rate of return on the Lender’s

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capital to a level below that which the Lender could have achieved but for such change or compliance, then from time to time, upon written demand by the Lender and after the expiry of 30 days from the date of such demand, the Borrower shall pay to the Lender such additional amounts as will compensate the Lender for such reduction after the expiry of such 30 day period; provided that should the Lender make such demand, the Borrower shall be entitled to prepay the Outstanding Obligations without notice or penalty (other than breakage costs and related expenses) during such 30 day period.

(b) Taxes, Reserves, Capital Adequacy, etc. If after the date of execution hereof, any introduction of any Applicable Law or any change or introduction of a change in any Applicable Law (whether or not having the force of law) or in the interpretation or application thereof by any court or by any Governmental Authority, central bank or other authority or entity charged with the administration thereof or any change in the compliance of the Lender with any Applicable Law now or hereafter:

(i) subjects the Lender to, or causes the withdrawal or termination of a previously granted exemption with respect to any Tax or changes the basis of taxation, or increases any existing Tax, on payments of principal, interest, fees or other amounts payable by the Borrower to the Lender under this Agreement (except for taxes on the overall net income of the Lender);

(ii) imposes, modifies or deems applicable any reserve, special deposit, deposit insurance or similar requirement against assets held by, or deposits in or for the account of or loans by or any other acquisition of funds by an office of the Lender;

(iii) imposes on the Lender or expects there to be maintained by the Lender any capital adequacy or additional capital requirement in respect of any Borrowing or its commitment hereunder or any other condition with respect to this Agreement; or

(iv) imposes any Tax on reserves or deemed reserves with respect to the undrawn portion of the Credit Facility,

and the result of any of the foregoing, in the sole determination of the Lender acting reasonably, shall be to increase the cost to, or reduce the amount of principal, interest or other amount received or receivable by the Lender hereunder or its effective return hereunder in respect of making, maintaining or funding a Borrowing under this Agreement the Lender shall, acting reasonably, determine that amount of money which shall compensate the Lender for such increase in cost or reduction in income (herein referred to as “Additional Compensation”).

(c) Claim for Additional Compensation. Upon the Lender having determined that it is entitled to Additional Compensation in accordance with the provisions of this Section 5.08, the Lender shall promptly so notify the Borrower and shall provide to the Borrower a certificate of a duly authorized officer of the Lender confirming its entitlement to Additional Compensation and setting forth the Additional Compensation, which shall be prima facie evidence of such Additional Compensation. The Lender shall promptly notify the Borrower, and the Borrower shall pay to the Lender, within ten Business Days of the giving of such notice, the Additional Compensation calculated to the date of such notification. The Lender shall be entitled to be paid such Additional Compensation from time to time to the extent that the provisions of this Section 5.08 are then applicable notwithstanding that the Lender has previously been paid Additional Compensation. If it is commercially reasonable, the Lender shall make reasonable efforts to limit the incidents of any such Additional Compensation. Should the Lender be entitled to collect Additional Compensation in accordance with this Section, the Borrower shall be entitled

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to prepay the Outstanding Obligations without notice or penalty (other than breakage costs and related expenses) provided that it pays to the Lender such Additional Compensation relating to the period prior to prepayment in which any Borrowings were outstanding.

(d) Reimbursement of Expenses. All statements, reports, certificates, opinions and other documents or information required to be furnished to the Lender by any Obligor under this Agreement shall be supplied without cost to the Lender. The Borrower agrees to pay promptly on demand all of the Lender’s reasonable legal fees and disbursements, documentation costs, travel expenses, and other out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, creation, documentation, management and operation of (i) this Agreement and the Credit Facility, (ii) any amendment of, restatement of, or supplement or modification to this Agreement, and (iii) any other document prepared in connection herewith, including the RTI Guarantee, whether or not any amounts are advanced under this Agreement. In addition, the Borrower agrees to pay the actual legal fees and disbursements and other expenses incurred by the Lender in the collection, enforcement or preservation of any rights under this Agreement, the Security and all documents delivered in connection therewith.

(e) Determination Conclusive. Each determination by any Lender of any rate or fee shall, in the absence of manifest error, be final, conclusive and binding on the Borrower.

5.09 No Withholding/Payment of Gross-up. Each interest, fee or similar payment under this Agreement, including any penalties attached thereto, shall be made without set-off or counterclaim and without withholding for or on account of any present or future taxes or duties imposed by any federal, state, provincial or other taxing authority. In the event the Borrower is required to deduct or withhold any amount for or on account of such taxes or duties, the Borrower shall pay to the Lender all such additional amounts as may be necessary to ensure that the Lender receives a net amount equal to the full amount which it would have received had such interest, fee or similar payment been made without such deduction or withholding.

5.10 Maximum Interest Rate.

(a) In the event that any provision of this Agreement would oblige the Borrower to make any payment of interest or any other payment which is construed by a court of competent jurisdiction to be interest in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by the Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)), then notwithstanding such provision, such amount or rate shall be deemed to have been adjusted nunc pro tunc to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by a Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows:

(i) firstly, by reducing the amount or rate of interest required to be paid under Section 5.01 of this Agreement; and

(ii) thereafter, by reducing any fees, commissions, premiums and other amounts which would constitute interest for the purposes of Section 347 of the Criminal Code (Canada);

(b) If, notwithstanding the provisions of Subsection (a) of this Section and after giving effect to all adjustments contemplated thereby, the Lender shall have received an amount in excess of the maximum permitted by such clause, then such excess shall be applied by the Lender to the reduction of the principal balance of the Outstanding Obligations and not to the payment of interest or if such excessive interest exceeds such principal balance, such excess shall be refunded to the Borrower; and

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(c) Any amount or rate of interest referred to in this section shall be determined in accordance with generally accepted actuarial practices and principles at an effective annual rate of interest over the term of this Agreement on the assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be prorated over that period of time and otherwise be prorated over the term of this Agreement and, in the event of dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Lender shall be conclusive for the purposes of such determination.

6. Conditions

6.01 Conditions to Initial Borrowing. The obligation of the Lender to make available the initial Borrowings under this Agreement is subject to the terms and conditions of this Agreement and is conditional upon satisfactory evidence being given to the Lender and its counsel as to compliance with the following conditions:

(a) Representations and Warranties True. The representations and warranties contained in this Agreement are and shall continue to be true and correct in every material respect as if made by each Obligor contemporaneously with the initial Borrowing, and the Borrower and RTI International have provided a Compliance Certificate to evidence the same.

(b) Resolutions and Certificates. The Lender shall have received, duly executed and in form and substance satisfactory to it:

(i) a copy of the constating documents and by-laws of each Obligor and a copy of the resolutions of the board of directors of each Obligor authorizing the execution, delivery and performance of the Loan Documents, certified in each case by a officer of the applicable Obligor and ratified where necessary by the shareholders of such Obligor;

(ii) a certificate of incumbency for each Obligor showing the names, offices and specimen signatures of the officers who will execute the Loan Documents; and

(iii) such additional supporting documents as the Lender or its counsel may reasonably request.

(c) Delivery of this Agreement. The Borrower and RTI International shall have executed and unconditionally delivered this Agreement to the Lender.

(d) Delivery of Loan Documents. The Lender shall have received all other Loan Documents (other than the Credit Agreement as required to be delivered by Section 6.01(c)) duly executed by the issuer thereof and in form and substance satisfactory to the Lender and its counsel.

(e) Approvals. The Lender shall have received evidence of the receipt by the Obligors of all necessary consents and approvals required from any creditor or Governmental Authority for the entry into, execution and delivery of the Loan Documents and the performance of their obligations thereunder.

(f) Indebtedness. Except for Permitted Indebtedness, the Borrower shall not have any other Indebtedness.

(g) Legal Opinions. The Lender shall have received a satisfactory legal opinion from counsel to each Obligor in connection with the due authorization, execution, delivery and enforceability of the Loan Documents.

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(h) Notice of Borrowing. The Lender shall have received a proper Notice of Borrowing as may be required hereunder.

(i) No Default. No Default or Event of Default has occurred and is continuing under any of the Loan Documents.

(j) No Liens. There shall be no liens, charges, trusts or encumbrances affecting the assets of the Borrower (other than Permitted Encumbrances).

(k) Organization and Capital Structure/Share Register. The Lender shall be satisfied with the organizational and capital structure of the Obligors.

(l) Material Adverse Change. A Material Adverse Change shall not have occurred since September 30, 2006.

(m) Fees and Disbursements. The Lender shall have received a direction re funds from the Borrower authorizing the Lender to pay an appropriate portion of the initial Borrowing to counsel and agents to cover payment in full of all fees and out-of-pocket expenses paid by or incurred by the Lender on or before the Closing Date (including reasonable fees and expenses of legal counsel to the Lender).

(n) Insurance. The Lender shall have received a satisfactory certificate of insurance issued by the Borrower’s insurance broker in respect of all policies maintained by the Borrower which are to name the Lender as additional insured and loss payee, as applicable.

(o) Due Diligence. The Lender shall have completed and be reasonably satisfied with the results of its due diligence enquiries including the corporate, capital, tax, legal and management structure and cash management systems of the Obligors, and shall be satisfied, in their sole judgment, but acting reasonably with the nature and status of all securities, labour, tax, employee benefit (including pension plan), environmental, health and safety matters, organizational and capital structure matters involving or affecting any Obligor.

(p) Other Documents. The Lender shall have received such other documents as the Lender may reasonably request.

(q) RTI International Loan Transaction. No default or event of default shall have occurred and be continuing, and no demand for payment shall have been made by the Agent under, in respect of or in connection with the US Credit Agreement or any security document or other agreement related thereto.

6.02 Conditions — Subsequent Borrowing. The obligation of the Lender to make available any Borrowing under this Agreement after the initial Borrowing is conditional upon satisfactory evidence being given to the Lender as to compliance with the following conditions:

(a) Representations and Warranties True. The representations and warranties contained in this Agreement are and shall continue to be true and correct in every material respect as if made by the Obligors contemporaneously with any Borrowing (except where expressed to be given only as of a specified date, and except for such qualifications to such representations and warranties which have been both disclosed to the Lender in writing after the Closing Date and accepted by the Lender).

(b) Notice of Borrowing. The Lender shall have received a proper Notice of Borrowing as may be required hereunder.

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(c) No Default. No Default or Event of Default has occurred and is continuing under any of the Loan Documents.

(d) No Liens. There shall be no liens, charges, trusts or encumbrances affecting the assets of the Borrower (other than Permitted Encumbrances).

(e) Material Adverse Change. A Material Adverse Change shall not have occurred.

(f) RTI International. No default or event of default shall have occurred and be continuing, and no demand for payment shall have been made by the Agent under, in respect of or in connection with the US Credit Agreement or any security document or other agreement related thereto.

(g) Other Guarantees. The Guarantors shall have delivered to the Lender the Guarantees, certificates, opinions and other documents required pursuant to Section 8.01(t).

6.03 Waiver. The terms and conditions stated in this Article 6 are inserted for the sole benefit of the Lender and may be waived by it in whole or in part and with or without terms or conditions in respect of all or any Borrowings.

7. Representations and Warranties

7.01 Representation and Warranties. The Borrower represents and warrants to the Lender that:

(a) Due Incorporation. The Borrower is a corporation duly incorporated, organized and validly subsisting under the laws of its governing jurisdiction. The Borrower holds all necessary permits and has all necessary corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted in accordance in all material respects with all Applicable Laws, and is or will be duly licensed or registered or otherwise qualified in all jurisdictions wherein the nature of its assets or the business transacted by it makes such licensing, registration or qualification necessary, except where failure to do so would not have a Material Adverse Effect on such assets or the ability of the Borrower to perform its obligations hereunder.

(b) Power. The Borrower has full corporate power and capacity to enter into, deliver and perform its obligations under each of the Loan Documents.

(c) Due Authorization and No Conflict. The execution, delivery and performance by the Borrower of the Loan Documents, and the consummation of the transactions contemplated hereby and thereby:

(i)	have been duly authorized by all necessary corporate action on the part of the Borrower;
(ii)	do not and will not conflict with, result in any material breach or violation of, or constitute a material default under, the constating documents or by-laws of the Borrower, or any Applicable Laws, or any determination or award presently in effect and applicable to the Borrower or any material commitment, agreement or any other instrument to which the Borrower is now a party or is otherwise bound; and
(iii)	do not require the consent or approval (other than those consents or approvals already obtained and certified copies of which have been delivered to the Lender) of, or registration or filing with, any other party (including shareholders of the Borrower) or any Governmental Authority.

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(d) Valid and Enforceable Obligations. The Loan Documents are, or when executed and delivered to the Lender will be, legal, valid and binding obligations of the Borrower enforceable in accordance with their respective terms.

(e) Title. Subject to Permitted Encumbrances, the Borrower has good and marketable title to its real and personal property, free and clear of all encumbrances.

(f) No Actions. There are no actions, suits, proceedings, inquiries or investigations existing, pending or, to the knowledge of the Borrower, threatened, affecting the Borrower in any court or before or by any federal, provincial, state or municipal or other governmental department, commission, board, tribunal, bureau or agency, Canadian or foreign, where the amount claimed exceeds $500,000 on an individual claim basis or $1,000,000 in the aggregate for all such actions.

(g) Financial Information. Subject to any limitations stated therein, the financial statements of RTI International and its Subsidiaries furnished to the Lender under this Agreement, or which were furnished to the Lender to induce it to enter into this Agreement, or otherwise furnished in connection with this Agreement, fairly present the financial condition of RTI International and its Subsidiaries as at the date thereof, and no Material Adverse Change has occurred in their financial position between the date of the most recent audited financial statements and the Closing Date.

(h) No Default. No event that would be an Event of Default and no Default under any of the Loan Documents has occurred and is continuing which would have a Material Adverse Effect.

(i) Compliance with Law. The Borrower is not in violation of any terms of its constating documents or by-laws or of any law, regulation, rule, order, judgment, writ, injunction, decree, determination or award presently in effect and applicable to it, the violation of which would result in a Material Adverse Change.

(j) Location of Assets. The property and assets of the Borrower are located in those jurisdictions specified in Schedule “D”, and in no other jurisdiction.

(k) Taxes. The Borrower has filed all federal, provincial and local tax returns which are required to be filed and has paid all Taxes due pursuant to such returns or pursuant to any assessment received by the Borrower except such Taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided. The charges, accruals and reserves on the books of the Borrower in respect of any Taxes or other governmental charges are adequate.

(l) Labour Matters. There are no strikes or other labour disputes against the Borrower that are currently in effect, pending or, to the knowledge of the Borrower, threatened. All payments currently due from the Borrower on account of workers’ compensation, Canada Pension Plan, Quebec Pension Plan, employee health plans, social security and insurance of every kind and employee income tax source deductions and vacation pay have been paid in full to date. The Borrower has no obligation under any collective bargaining agreement. There is no organizing activity involving the Borrower by any labour union or group of employees.

(m) Pensions. All employee and employer contributions required under any pension plan operated by the Borrower have been made and the fund or funds established under such plans are funded in all material respects in accordance with applicable regulatory requirements and the rules of such plans, and there exists no going concern unfunded liabilities or solvency deficiencies thereunder.

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(n) Accuracy of Information. To the best of their knowledge, all factual information previously or contemporaneously furnished by or on behalf of the Borrower in writing for purposes of or in connection with this Agreement or any transaction contemplated hereby is true and accurate in every material respect, as of the date so provided or specified therein, and such information is not incomplete by the omission of any material fact necessary to make such information not misleading. There is no fact known to the Borrower which the Borrower has not disclosed to the Lender which materially adversely affects, or so far as the Borrower can now reasonably foresee, will result in a Material Adverse Change, or materially adversely affect the ability of the Borrower and RTI International to fulfill their obligations under the Loan Documents.

(o) Solvency. The Borrower is solvent and will not become insolvent after giving effect to the transactions contemplated in this Agreement. The Borrower has not made any filing or application to a court of competent jurisdiction or otherwise seeking protection from creditors nor has the Borrower made an assignment for the benefit of creditors or been named as the respondent in any bankruptcy petition or been declared or adjudged to be bankrupt.

(p) Principal Place of Business. The “chief executive office”, “place of business” and “chief place of business” (within the meaning of Section 7(4) of the Personal Property Security Act (Ontario)) and the location of the Borrower is located in the Province of Quebec.

(q) Financial Year End. The financial year-end of the Borrower is on December 31.

(r) Guarantees. The Borrower has not guaranteed the obligations of any Person in respect of Indebtedness for borrowed money or otherwise save and except for the guarantees delivered hereunder and Permitted Indebtedness.

(s) Shareholder Loans. Except for the amounts owed to shareholders who have fully postponed their claims to the Outstanding Obligations, there are no outstanding loans and advances made by (i) any shareholder of the Borrower to the Borrower, or (ii) any Person who does not deal at arm’s length with the Borrower to the Borrower.

(t) Withholdings. The Borrower has withheld from its employees, customers and other applicable payees (and timely paid to the applicable Governmental Authority) the proper and accurate amount of all Taxes and other amounts required to be withheld or collected and remitted in compliance with all Applicable Laws such that the failure to do so would not be of a material amount. There are no liens for Taxes on the assets of the Borrower except for liens arising under Applicable Law, that are unregistered or otherwise unperfected, for Taxes not yet due.

(u) Indebtedness. The Borrower does not have any Indebtedness other than Permitted Indebtedness.

(v) Priority Payables. There are no Priority Payables outstanding in respect of which payments are overdue and the non-payment of which would result in a Material Adverse Change.

7.02 Guarantors’ Representations and Warranties. RTI International, on behalf of itself and the other Guarantors, represents and warrants to the Lender that all of the representations and warranties contained in the US Credit Agreement pertaining to or made by RTI International or such other Guarantor including, without limitation, by reference to Loan Parties (as defined in the US Credit Agreement) and including, without limitation, those contained in Article 4 of the US Credit Agreement, are true, correct and complete as of the date hereof.

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7.03 Survival of Representations and Warranties. The representations and warranties contained in this Article 7 shall survive the execution and delivery of this Agreement and the making of Borrowings hereunder until all Outstanding Obligations have been paid in full, regardless of any investigation or examination made by the Lender or its counsel and the Lender shall be deemed to have relied upon each of such representations and warranties in making available each Borrowing hereunder.

8. Covenants

8.01 Positive Covenants. From the date hereof and until the Outstanding Obligations are repaid in full, the Borrower shall observe and perform, or will cause the observance and performance of each of the following covenants, unless compliance therewith shall have been waived in writing by the Lender:

(a) Existence. The Borrower will do or cause to be done all such things as are necessary to maintain its corporate existence in good standing, to ensure that it has at all times the right and is duly qualified to conduct its businesses and to obtain and maintain all rights, privileges and franchises necessary for the conduct of its business, except where the failure to do so would not result in a Material Adverse Change.

(b) Conduct of Business. The Borrower will maintain, operate and use its properties and assets, and will carry on and conduct its business in a proper and efficient manner so as to preserve and protect such properties and assets and business and the profits thereof.

(c) Payment of Principal, Interest and Expenses. The Borrower will duly and punctually pay or cause to be paid to the Lender the Outstanding Obligations owed by it to the Lender at the times and places and in the manner provided for herein.

(d) Payment of Taxes and Claims. The Borrower shall pay and discharge promptly when due all Taxes, assessments and other governmental charges or levies imposed upon it or upon its properties or assets or upon any part thereof, as well as all claims of any kind (including claims for labour, materials and supplies) which, if unpaid, would by law become a lien, charge, trust or other claim upon any such properties or assets; but the Borrower shall not be required to pay any such Tax, assessment, charge or levy or claim if the amount, applicability or validity thereof shall currently be contested in good faith by appropriate proceedings and if the Borrower shall have set aside on its books a reserve to the extent required by GAAP in an amount which is reasonably adequate with respect thereto.

(e) Annual Financial Information. As soon as practicable and in any event within 120 days of the end of each Fiscal Year of the Borrower, the Borrower shall deliver to the Lender copies of the statutory annual statements of the Borrower, which statements shall include balance sheets and related statements of operations, shareholders’ equity and cash flows, stating in comparative form on a consistent basis the respective figures as of the end of each Fiscal Year and for the previous Fiscal Year together with a financial officer’s certificate confirming that in such financial officer’s opinion the statements present fairly the financial position of the Borrower and the results of its operations for the Fiscal Year reported on. As soon as practicable and in any event within 90 days of the end of each Fiscal Year of RTI International, RTI International shall deliver to the Lender (i) copies of the Audited Statements of RTI International, which financial statements shall include balance sheets and related statements of operations, shareholders’ equity and cash flows, stating in comparative form on a consistent basis the respective figures as of the end of each Fiscal Year and for the previous Fiscal Year together with an auditor’s report confirming that in such auditor’s opinion the statements present fairly the financial position of RTI International and the results of its operations for the Fiscal Year reported on; and (ii) a Compliance Certificate for the fourth fiscal quarter.

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(f) Quarterly Financial Information. RTI International, as applicable, shall deliver to the Lender, not later than 45 days after the first, second and third fiscal quarter’s in each Fiscal Year of RTI International, as applicable (i) copies of the Internally Prepared Statements of RTI International, which financial statements shall include balance sheet and related statements of operations, shareholders’ equity and cash flows for the portion of such Fiscal Year ended with the last day of such quarterly accounting period, all in reasonable detail and prepared and certified (subject to year-end audit adjustments) by a financial officer of RTI International, and stating in comparative form the respective figures for the corresponding date and period in the previous Fiscal Year; and (ii) a Compliance Certificate.

(g) Use of Proceeds. The Borrower shall use the proceeds of all Borrowings for the purposes contemplated hereunder.

(h) Reserves. The Borrower will maintain appropriate reserves for Taxes and other contingent expenses or liabilities in accordance with GAAP.

(i) Other Information. The Borrower shall furnish to the Lender promptly on request such other information in its possession respecting its financial condition and its business and operations as the Lender may from time to time reasonably require.

(j) Insurance. The Borrower shall insure and keep insured its properties, assets and business placed with such insurers and with such coverage (including business interruption insurance) and against such loss or damage to the reasonable and customary insurable value of such properties and assets without co-insurance as the Lender shall reasonably require or, in the absence of any specification of such requirement, to the extent insured against by comparable corporations engaged in comparable businesses. Proceeds under all such insurance policies arising from a loss or losses which could cause a Material Adverse Change shall be payable to the Lender. In the case of Business Property Risk insurance the Lender will be named as loss payee and additional insured. The Borrower shall provide for a minimum of 30 days, in good faith, prior notice to the Lender of cancellation or lapse; the Borrower shall pay or cause to be paid all premiums necessary to maintain any such insurance policies in good standing as such premiums become due and payable. The Lender reserves the right to retain no more than once each year, at the Borrower’s reasonable expense, an independent insurance auditor to confirm compliance with this covenant and to advise the Lender generally as to the insurance coverage which the Borrower should be maintaining.

(k) Books and Records. The Borrower will at all times maintain proper records and books of account and therein make true and correct entries of all dealings and transactions relating to its business and, if requested by the Lender, will make the same available for inspection by the Lender or any agent of the Lender at all reasonable times.

(l) Access. The Borrower will permit the Lender through its officers or employees or through any consultants retained by it, upon request, to have reasonable access at any reasonable time and from time to time, to any of the Borrower’s premises and to any records, information or data in their possession so as to enable the Lender to ascertain the state of the Borrower’s financial condition or operations, and will permit the Lender to make copies of and abstracts from such records, information or data, and will upon request of the Lender deliver to the Lender copies of such records, information or data. Without limiting the generality of the foregoing the Borrower agrees to permit the Lender to conduct the Lender’s standard field examination of the assets, premises, books, records and businesses of the Borrower not less than once yearly unless an Event of Default has occurred and is continuing, in which case the Lender shall be entitled to conduct such number of field examinations as the Lender may require.

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(m) Notice of Material Adverse Change. The Borrower will give to the Lender prompt written notice of any Material Adverse Change, or of any material loss, destruction or damage to their respective properties and assets.

(n) Notice of Litigation. The Borrower will give to the Lender prompt written notice of any action, suit, litigation, or other proceeding which is commenced or threatened in writing against the Borrower with an asserted claim exceeding $500,000.

(o) Notice of Default. The Borrower and RTI International will give to the Lender notice of any default or non-compliance by the Borrower or RTI International under any of the Loan Documents or the US Credit Agreement or any security document or other agreement related thereto.

(p) Compliance with Laws. The Borrower shall comply in all material respects with all Applicable Laws.

(q) New Locations and Names. The Borrower shall advise the Lender in writing not less than 30 days prior to the Borrower (i) changing the location of its “chief executive office”, “place of business”, “registered office”, “chief place of business”, “principal place of business” or the location of its records or acquiring any such new locations, or (ii) changing its corporate name.

(r) Good Repair. The Borrower will keep all of the assets and properties used or useful in the conduct of its business in good repair, working order and condition, ordinary wear and tear excepted and from time to time shall make, or cause to be made, all needed and proper repairs, renewals and replacements and improvements thereto, all as in the reasonable judgment of the Borrower may be necessary so that the business carried on by the Borrower may be properly and advantageously conducted at all times.

(s) Cooperate With Lender. The Borrower shall cooperate fully with the Lender with respect to any proceedings before any court, board or other Governmental Authority which may in any way materially and adversely affect the rights of the Lender hereunder or any rights obtained by the Lender under any of the other Loan Documents. The Borrower shall cooperate with the Lender in obtaining for the Lender the benefits of any insurance proceeds lawfully or equitably payable in connection with any property to the extent that the Lender is entitled to the same under the terms of this Agreement, and the Lender shall be reimbursed for any actual out-of-pocket expenses incurred in connection therewith (including, without limitation, reasonable legal fees and disbursements, and the payment by the Borrower of the expense of an appraisal on behalf of the Lender in case of a fire or other casualty affecting such property or any part thereof) out of such insurance proceeds.

(t) Delivery of Other Guarantees: On or before January 31, 2007, the Borrower and RTI shall cause the other Guarantors to execute and deliver to the Lender duly executed and in form and substance satisfactory to the Lender the following:

(i)	the Other Guarantees;
(ii)	a copy of the constating documents and by-laws of each Guarantor (other than RTI International) and a copy of the resolutions of the board of directors of such Guarantor authorizing the execution, delivery and performance of the Loan Documents executed by such Guarantor, certified in each case by a officer of the such Guarantor and ratified where necessary by the shareholders of such Guarantor;

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(iii)	a certificate of incumbency for each Guarantor (other than RTI International) showing the names, offices and specimen signatures of the officers who will execute the Loan Documents;
(iv)	a satisfactory legal opinion from counsel to each Guarantor (other than RTI International) in connection with the due authorization, execution, delivery and enforceability of the Loan Documents executed by such Guarantor; and
(v)	such additional supporting documents as the Lender or its counsel may reasonably request.

8.02 Covenants of RTI International. From the date hereof and until the Outstanding Obligations are repaid in full, RTI International will observe and perform each of the following covenants, unless compliance therewith shall have been waived in writing by the Lender:

(a) Leverage Ratio. As of the last day of each fiscal quarter of RTI International, RTI International’s Leverage Ratio shall not be greater than 3.00:1.00 at any time.

(b) Interest Coverage. As of the last day of each fiscal quarter of RTI International, RTI International’s Consolidated EBIT to Consolidated Interest Expense, measured on a rolling four quarter basis, shall be not less than 2.50:1.00 at all times.

(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.

8.03 Negative Covenants. From the date hereof and until the Outstanding Obligations are paid in full, the Obligors shall adhere to the following covenants unless waived in writing by the Lender:

(a) Not to Amalgamate, etc. The Borrower shall not enter into any transaction or series of related transactions (whether by way of amalgamation, merger, winding-up, consolidation, reorganization, reconstruction, continuance, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, properties, rights or assets would become the property of any other Person or, in the case of amalgamation or continuance, of the continuing corporation resulting therefrom.

(b) Indebtedness. The Borrower shall not create, assume, issue or permit to exist, directly or indirectly, any Indebtedness (including subordinated indebtedness) except for Permitted Indebtedness.

(c) Negative Pledge. The Borrower shall not create, assume, incur or suffer to exist any encumbrance in or upon any of their respective undertakings, properties, rights or assets except for Permitted Encumbrances.

(d) No Guarantees. The Borrower shall not be or become liable, directly or indirectly, contingently or otherwise, for any material obligation of any other Person by guarantee or provide other financial assistance to such Person other than as expressly permitted hereunder.

(e) Restrictions on Subsidiaries, Investments and Loans. The Borrower shall not, directly or indirectly, (i) acquire or form any Subsidiary without ensuring that such Subsidiary first provides an unlimited (to the extent permitted by law) and unconditional guarantee of the Outstanding Obligations and a satisfactory opinion of counsel to the Subsidiary as to the enforceability of such guarantee, or (ii) make any loan to or investment in, or purchase or otherwise acquire or hold any shares or securities of, any other Person other than

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another Obligor or a Person who becomes a guarantor in connection with such loan or investment. The Borrower shall not become a partner in any partnership or a participant in any joint venture unless the Borrower has received the Lender’s prior written consent to such transaction, which consent is not to be unreasonably withheld.

(f) Relocation of Assets. The Borrower shall not locate or permit to be situated any of its property or assets having a value in excess of $500,000 in the aggregate in any jurisdiction other than as set out in Schedule “D” without having first notified the Lender in writing.

(g) Corporate Distributions. The Borrower shall not make any Corporate Distribution of any kind whatsoever to any director, officer, shareholder, Affiliate or Associate of the Borrower, whether directly or indirectly, or to any other Person who does not deal at arm’s length with the Borrower other than:

(i)	reasonable salaries and bonuses to employees and expense reimbursements paid after the Closing Date in accordance with past practice in the ordinary course of business;
(ii)	Corporate Distributions to RTI International and any other Guarantors that have executed and delivered to the Lender a Guarantee of the Borrower’s Outstanding Obligations provided that no Event of Default has occurred and is continuing and that the payment of such Corporate Distribution could not result in the occurrence of an Event of Default; and
(iii)	all other Corporate Distributions as approved in writing from time to time by the Lender.

(h) Disposition of Assets. The Borrower will not sell, assign, transfer, convey, lease (as lessor), contribute or otherwise dispose of, or grant options, warrants or other rights with respect to, any of its properties or assets other than in the ordinary course of business.

(i) Material Contracts. The Borrower shall not cancel or terminate any material contract or amend or otherwise modify any Material Contract, or waive any default or breach under any material contract, or take any other action in connection with any material contract that would result in a Material Adverse Change.

(j) Payments of Subordinated Debt. The Borrower shall not make any payments or prepayments of principal, interest, fees or costs on account of any Indebtedness that is subordinated to the Outstanding Obligations.

(k) Change in Financial Year or Business. The Borrower shall not (i) change its financial year end, (ii) change in any material way the nature, form or substance of its business or lines of business which it now conducts, or (iii) commence carrying on any other material business.

(l) Transactions with Related Parties. The Borrower shall not enter into any transactions with its Affiliates or Associates for goods or services unless such goods and services are provided on commercially reasonable terms.

(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.

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(n) Change in Articles, Name and Asset Location. The Borrower shall not (i) amend its articles or other constating documents without the prior written consent of the Lender, (ii) change its name or the location of its assets except in compliance with Section 8.01 hereof.

(o) Limitations on Hedging/Take-Over Bids. The Borrower shall not enter into (i) any interest rate, foreign exchange or other hedging programs that causes a leveraging effect on debt and are out of the normal course of business operations, or (ii) hostile take-over bid to acquire another entity, in each case without the prior written consent of the Lender.

(p) Share Transfer Transactions. The Borrower shall not transfer its shares of any other Obligor except as part of a genuine corporate reorganization plan involving only the Obligors or any other newly incorporated Person that becomes a guarantor and where written details of such reorganization plan are provided to the Lender on or before its implementation.

(q) Change in Control. The Borrower shall consent to, process, register or record any transfer of its shares without the prior written consent of the Lender.

8.04 Guarantors’ Covenants. From the date hereof and until the Outstanding Obligations are repaid in full, RTI International, on behalf of itself and the other Guarantors, agrees that it shall observe and perform, or will cause the observance and performance of all covenants contained in the US Credit Agreement pertaining to or made by RTI International or such other Guarantor including, without limitation, those contained in Articles 6 and 7 of the US Credit Agreement.

9. Guarantees

9.01 Guarantees. On or before the Closing Date, RTI International shall execute and deliver to the Lender in in the form of Schedule “G” attached, an unconditional guarantee for this Credit Facility and postponement of claims from RTI International to the Lender in respect of the outstanding indebtedness, liabilities and obligations of the Borrower to the Lender (the “RTI Guarantee”).

9.02 Other Guarantees. On or before January 31, 2007, RTI International shall cause to be executed and delivered to the Lender in form and substance satisfactory to the Lender an unconditional guarantee for this Credit Facility and postponement of claims from each of the other Guarantors to the Lender in respect of the outstanding indebtedness, liabilities and obligations of the Borrower to the Lender (collectively, the “Other Guarantees”).

10. Default

10.01 Event of Default. Upon the occurrence of any one or more of the following events (collectively, the “Events of Default” and, individually, an “Event of Default”) the Lender shall have the option, in its sole and unfettered discretion, to declare the Obligations immediately due and payable:

(a) the Borrower does not pay any of the Outstanding Obligations when due;

(b) the Borrower does not observe or perform any of their obligations or covenants under this Agreement or any other Loan Document or any other agreement or document existing at any time between the Borrower and the Lender;

(c) any representation, warranty or statement made by or on behalf of the Borrower to the Lender is untrue in any material respect at the time when or as of which it was made;

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(d) if there is any default or failure in the observance or performance of any covenant contained in Section 8.02;

(e) if, other than in respect of covenants contained in Section 8.02, or any covenant to pay an amount to the Lender, there is ay default or failure in the observance or performance of any act required to be done under the Loan Documents or any other covenant or condition required to be observed as performed under the Loan Documents, and the default or failure continues thirty (30) days;

(f) the Borrower defaults in payment of any indebtedness to any Person other than the Lender or defaults in the performance of any term, provision or condition created in any agreement under which any such indebtedness was created or is governed where such default would allow such Person to cause such indebtedness to become due prior to its stated maturity, or any such indebtedness is declared to be due and payable other than by a regularly scheduled payment;

(g) the Borrower ceases or threatens to cease to carry on in its Business in the normal course or any material part thereof;

(h) if there is, in the Lender’s reasonable opinion, a change in effective control of the Borrower;

(i) the Borrower becomes insolvent or bankrupt; the Borrower becomes subject to proceedings under the Bankruptcy and Insolvency Act (Canada) (the “BIA”), the Companies Creditors Arrangement Act (the “CCAA”) or the U.S. Federal Bankruptcy Code (the “USFBC”) or any similar legislation in any applicable jurisdiction; the Borrower files a notice of intention to file a proposal under the BIA, commences proceedings under the CCAA, institutes any proceedings seeking an order for relief under the USFBC or any similar legislation or seeking to adjudicate it a bank or insolvent, or seeking dissolution, winding-up, dissolution, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or fails to file an answer or any other pleading denying the material allegations in any such proceeding instituted against it; a petition in bankruptcy is filed against the Borrower or the Borrowers files an assignment for the benefit of creditors under the BIA; the Borrower takes any corporate action to authorize or effect any of the foregoing actions;

(j) a receiver, receiver and manager, interim receiver, trustee, liquidator, custodian or other similar official is appointed in respect of the Borrower or any of the Borrower’s property;

(k) any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of all or any substantial portion of the property of the Borrower;

(l) the Borrower shall fail within thirty (30) days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $500,000 outstanding at any time, which is not stayed on appeal or otherwise being appropriately contested in good faith;

(m) the holder of a Security Interest delivers a notice of intention to enforce its security or takes possession of all or any part of the property of the Borrower, or a distress, execution or other similar process is levied against all or any part of such property;

(n) the Lender, in good faith and upon commercially reasonable grounds, believes that the prospect of payment or performance is or is about to be impaired or that all or a material

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part of the assets and undertaking of the Borrower is or is about to be placed in jeopardy; or

(o) the occurrence and continuance of a default or an event of default under the US Credit Agreement or any loan, security or other document related thereto.

10.02 Remedies Cumulative. Upon the occurrence of an Event of Default the Borrower agrees with the Lender as follows:

(a) the Outstanding Obligations shall become immediately due and payable;

(b) the Lender may, without notice to the Borrower, combine, consolidate or merge any or all of accounts of the Borrower with any liabilities to the Lender and may set off, appropriate and apply any and all deposits held by or for the benefit of any of them with any branch of the Lender, whether such deposits are matured or unmatured, and any other indebtedness and liability of the Lender to any of them, matured or unmatured, against and on account of the Outstanding Obligations; and

(c) the Lender may appropriate all monies received by it from the Borrower or may realize on the RTI Guarantee.

10.03 Remedies Cumulative. For greater certainty, the rights and remedies of the Lender under this Agreement are cumulative and are in addition to and not in substitution for any rights or remedies provided by law; and any single or partial exercise by the Lender of any right or remedy for a default or breach of any term, covenant, condition or agreement contained in any of the Loan Documents shall not be deemed to be a waiver of or to alter, affect or prejudice any other right or remedy to which the Lender may be lawfully entitled for the same default or breach, and any waiver by the Lender of the strict observance, performance or compliance with any term, covenant, condition or agreement contained in any of the Loan Documents and any indulgence granted by the Lender shall be deemed not to be a waiver of that or any subsequent default.

11. General

11.01 Agreement Binds Successors etc. This Agreement is binding upon and enures to the benefit of the parties to this Agreement and their respective successors and assigns, provided that this Agreement is not assignable by the Borrower or RTI International.

11.02 Further Assurances. The Borrower and RTI International agree to make, do, execute and deliver all such further and other assurances as may be reasonably required to implement this Agreement, all at the cost and expense of the Borrower.

11.03 Waiver or Amendment in Writing Only. No waiver by the Lender of any of its rights or remedies under this Agreement, the RTI Guarantee or otherwise and no amendment of this Agreement shall be effective against the Lender unless such waiver or amendment, as the case may be, is in writing and signed by the Lender. Without limiting the generality of the foregoing, no course of conduct shall constitute a waiver by the Lender of any of its rights or remedies under this Agreement and no delay or forbearance by the Lender in the enforcement of its rights or remedies arising after a breach of this Agreement or after demand shall constitute or be deemed to be a waiver by the Lender of such rights and remedies.

11.04 Lender’s Statement Conclusive. The Borrower agrees to accept a statement of the Outstanding Obligations issued by the Lender to be an accurate statement of the amount and the particulars of the Outstanding Obligations as at the date of the statement, absent manifest error, and, subject thereto, the Borrower waives all existing or future disputes in respect of the amount and the particulars of the Outstanding Obligations.

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11.05 Survival of Terms. All covenants, representations and warranties of the Borrower shall continue and survive the execution, completion, failure or termination of this Agreement and shall not merge with the execution or completion of this Agreement or with any judgment obtained by the Lender in respect of the Outstanding Obligations, the RTI Guarantee or this Agreement.

11.06 Notice. Any notice, request or other communication hereunder to any of the parties hereto shall be in writing and be sufficiently given if delivered personally or by courier or sent by prepaid registered mail to its address or by telecopier to the number and to the attention of the person set forth below:

(a) In the case of the Borrower or RTI International:

RTI International Metals, Inc.
1000 Warren Avenue
Niles, Ohio 44446
Attention: William T. Hull, Vice President and CAO
Telecopier No. 330.544.7701

(b) In the case of the Lender:

National City Bank, Canada Branch
The Exchange Tower
130 King Street West, Suite 2140
Toronto, Ontario
M5X 1E4

Attention: Andrew Riddell, Senior Vice-President

Telecopier No. (416) 361-0085

with a copy to:

Gowling Lafleur Henderson LLP
Suite 1600
1 First Canadian Place
100 King Street West
Toronto, Ontario
M5X 1G5

Attention: Dom Glavota

Telecopier No. (416) 862-7661

Any such notice shall be deemed to be given and received, if delivered, when delivered, and if mailed, on the third Business Day following the date on which it was mailed (unless an interruption of postal services occurs or is continuing on or within the three Business Days after the date of mailing in which case the notice shall be deemed to have been received on the third Business Day after postal service resumes), and if sent by telecopier on the next Business Day after the day on which the telecopy is sent. Either party may by notice to the other, given as aforesaid, designate a changed address or telecopier number.

11.07 Performance of Covenants by the Lender. If any of the covenants or obligations contained herein shall not be performed by the Borrower, the Lender may perform such covenant or obligation and, if in so doing the Lender spends money or incurs liability, the amount of money so spent or liability incurred shall be treated as a Prime Rate Loan.

11.08 Indemnities. In addition to any other indemnity provided for herein, the Borrower and RTI International, jointly and severally, agree to indemnify and save harmless the Lender (including its

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directors, officers, employees and agents) (collectively, the “Indemnitees”) on demand from all claims, suits, actions, obligations, judgments, demands, liabilities, damages, losses, costs, charges and expenses of any nature whatsoever, which an Indemnitee may sustain or incur as a consequence of or relating in any manner to this Agreement, the Outstanding Obligations, the RTI Guarantee, including but not limited to any loss or expense sustained or incurred in liquidating or redeploying deposits or other funds contracted for or acquired or used to effect or maintain such Borrowing or part thereof, and the reasonable fees and disbursements of the Lender’s counsel in respect of any such matter. A certificate of the Lender as to any such loss or expense and containing reasonable details of the calculation thereof shall be prima facie evidence thereof.

To the extent that the agreements of the Borrower and RTI International set out in this section to indemnify and save harmless are unenforceable in whole or in part for any reason, the Borrower and RTI International shall contribute the maximum amount that it is permitted by Applicable Law to contribute to the payment and satisfaction of all applicable claims, demands, liabilities, damages, losses, costs, charges and expenses incurred by the Indemnitees or any of them.

11.09 No Set-Off or Counterclaim. The obligations of the Borrower and RTI International to make payments hereunder shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, any set-off, compensation, counterclaim, recoupment, defence or other right which the Borrower and RTI International may have against the Lender.

11.10 Execution in Counterpart. This Agreement may be executed in two or more separate counterparts, each of which shall constitute an original of this Agreement and all of which shall, together, form one and the same agreement. This Agreement, to the extent signed and delivered by means of electronic transmission (including, without limitation, facsimile, pdf 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.

11.11 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions of this Agreement and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

11.12 Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]

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Please indicate your acceptance of this Agreement by signing and returning two counterparts of this Agreement where indicated below.

Yours truly,

NATIONAL CITY BANK, CANADA BRANCH
Per:

/s/ J. Andrew Riddell

Name: J. Andrew Riddell

Title:

ACCEPTANCE

THE UNDERSIGNED agrees to be bound by the terms and conditions of this Agreement set forth above as of the date first written above.

RTI CLARO, INC.
Per:

/s/ William T. Hull

Name: William T. Hull
Title: Authorized Officer

RTI INTERNATIONAL METALS, INC.
Per:

/s/ William T. Hull

Name: William T. Hull
Title: Vice President and Chief Accounting Officer

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Schedule “A”

COMPLIANCE CERTIFICATE

TO:     NATIONAL CITY BANK, CANADA BRANCH (the “Lender”)

All defined terms set forth in this Compliance Certificate shall have the respective meanings set forth in the Credit Agreement dated as of December 27, 2006 among the Lender, RTI Claro, Inc. (the “Borrower”) and RTI International Metals, Inc. (the “Guarantor”) (as amended, restated, modified, supplemented or replaced, the “Credit Agreement”).

In accordance with the Credit Agreement, I, [insert name and title of certifying office], hereby certify without personal liability that:

That I am the                                             and                                             of the Guarantor.

That I am familiar with and have examined the provisions of the Credit Agreement and have made reasonable investigations of corporate records and inquiries of other officers and senior personnel of the Guarantor. Based upon the foregoing and as of the date of this certificate, I am of the view that:

(a) such financial information as presented for the Guarantor’s fiscal period ending                      present fairly, completely and accurately in accordance with GAAP (subject to normal year-end adjustments) the Consolidated financial position and results of operations of the Borrower, subject to year-end audit and audit adjustments, and to the best of my knowledge, the information presented is true, correct and complete in all material respects;

(b) the Guarantor and the Borrower are in (not in) compliance with the terms and conditions of the above mentioned Credit Agreement, as stated below; and

(c) there has been no Material Adverse Change since the date of the last financial statements delivered under the Credit Agreement.

That as of                                                         , 20                      :

(a) The Leverage Ratio for the applicable period of                      to                        was                        :1, which is (not) less than the required covenant of 3.00:1.00 for such period as caculated on the attached schedule.

(b) The Consolidated EBIT to Consolidated Interest Expense ratio for the applicable period of                                          to                         was                     :1.00, which is (not) more than the required covenant of 2.50:1.0 for such period as calculated on the attached schedule.

(c) The Debt Service Coverage Ratio for the applicable period of                                          to                                            was           :1.00, which is not less than (is less than) the required covenant of 1.25:1.0 for such period.

In accordance with the reporting requirements of the Credit Agreement, we enclose the following reports:

[List reports]

      DATED the                       day of                                                                  , 20                      .

Name:

Title:

Schedule B Conversion Notice

FROM:	RTI CLARO, INC.
		DATE
VIA FACSIMILE:	416-361-0085
National City Bank, Canada Branch
130 King Street West, Suite 2140
Toronto, ON M5X 1E4
Attention:	Donna Hallim or Kenneth Argue
Telephone #	416-361-1744 ext. 231 or ext. 225
Reference	CDOR LOAN REQUEST

Pursuant to the Credit Agreement dated                                            (as amended, restated, supplemented or replaced from time to time), currently mautring on:           , please process the following CDOR LOAN transaction:

New / Maturing	Convert from	Convert to	New / Rollover	Net. Advance/	Interest on	Effective	New
Loan	Prime	Prime	Amount	Repayment ( )	Matur. Loan	Date	Maturity	# days

We acknowledge that final details will be provided on the Effective Date and that Interest will be payable on the Maturity Date(s) shown above.

ADVANCE (Net)	Please wire funds to our account	REPAYMENT (Net):	We will wire funds to your account
Amount	#VALUE!	Amount
CUSTOMER’S ACCOUNT		Bank of Montreal, Montreal
INFORMATION HERE		SWIFT: BOFMCAM2
		FOR CREDIT TO:
		Bank of Montreal, Main Branch
		100 King Street West
		Toronto, ON M5T 1T4
		A/C #00021323255
		A/C Name: NCB, Canada Branch
		Reference: RTI CLARO, INC.

Authorized Officer          
Telephone Number Note: To protect the company’s position, requests for loan advances must be signed by an authorized officer

Schedule C Notice of Borrowing: CDOR Loans

FROM:	RTI CLARO, INC.
		DATE
VIA FACSIMILE:	416-361-0085
National City Bank, Canada Branch
130 King Street West, Suite 2140
Toronto, ON M5X 1E4
Attention:	Donna Hallim or Kenneth Argue
Telephone #	416-361-1744 ext. 231 or ext. 225
Reference	CDOR LOAN REQUEST

Pursuant to the Credit Agreement dated                                            (as amended, restated, supplemented or replaced from time to time), currently mautring on:           , please process the following CDOR LOAN transaction:

New / Maturing	Convert from	Convert to	New / Rollover	Net. Advance/	Interest on	Effective	New
Loan	Prime	Prime	Amount	Repayment ( )	Matur. Loan	Date	Maturity	# days

We acknowledge that final details will be provided on the Effective Date and that Interest will be payable on the Maturity Date(s) shown above.

ADVANCE (Net)	Please wire funds to our account	REPAYMENT (Net):	We will wire funds to your account
Amount	#VALUE!	Amount
CUSTOMER’S ACCOUNT		Bank of Montreal, Montreal
INFORMATION HERE		SWIFT: BOFMCAM2
		FOR CREDIT TO:
		Bank of Montreal, Main Branch
		100 King Street West
		Toronto, ON M5T 1T4
		A/C #00021323255
		A/C Name: NCB, Canada Branch
		Reference: RTI CLARO, INC.

Authorized Officer          
Telephone Number Note: To protect the company’s position,
requests for loan advances must be signed by
an authorized officer

Schedule “D”

LOCATION OF BORROWER’S ASSETS

8140 Rue Lafrenaie

Saint Leonard, Quebec

CANADA

H1P 2A9

And

5525A Rue Ernest-Cormier

Laval, Quebec

CANADA

G9Z 9Z9

Schedule “E”

GUARANTORS

1.	BOW STEEL CORPORATION, a Delaware corporation
2.	BOW STEEL OF TEXAS CORPORATION, a Delaware corporation
3.	EXTRUSION TECHNOLOGY CORPORATION OF AMERICA, an Ohio corporation
4.	NATI GAS CO., an Ohio corporation
5.	NEW CENTURY METALS, INC., an Ohio corporation
6.	NEW CENTURY METALS SOUTHEAST, INC., a Delaware corporation
7.	PIERCE-SPAFFORD METALS COMPANY, INC., a California corporation
8.	RMI DELAWARE, INC., a Delaware corporation
9.	RMI METALS, INC., a Utah corporation
10.	RMI TITANIUM COMPANY, an Ohio corporation
11.	RTI HERMITAGE, INC., an Ohio corporation, f/k/a RTI COMMERCIAL PRODUCTS, INC.
12.	RTI ENERGY SYSTEMS, INC., an Ohio corporation
13.	RTI FABRICATION AND DISTRIBUTION, INC., an Ohio corporation
14.	RTI-ST. LOUIS, INC., a Missouri corporation
15.	TRADCO, INC., a Missouri corporation

Schedule “F”

US CREDIT AGREEMENT

[Schedule F hereof consists of complete copies of the Revolving Credit Agreement and Letter of Credit Issuance Agreement which was filed as Exhibit 4.1 to our Quarterly Report on Form 10-Q filed on August 14, 2002, the First Amendment to Revolving Credit and Letter of Credit Issuance Agreement filed as Exhibit 4.2 to our Annual Report on Form 10-K filed on March 16, 2006, and the Second Amendment to Revolving Credit and Letter of Credit Issuance Agreement filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on November 3, 2006.]

Schedule “G”
GUARANTY
(Canadian Dollar 16MM Loan to RTI Claro, Inc. Dated December 27, 2006)

	This Guaranty is executed at Cleveland, Ohio as of 27 December, 2006.
1.	To induce NATIONAL CITY BANK, Canada Branch (“Bank”), having its office located at 130 King Street West, Suite 2140, Toronto, Ontario, Canada M5X 1E4, to extend or continue to extend credit to RTI CLARO, INC., a Canada corporation (“Borrower”), the undersigned, RTI INTERNATIONAL METALS, INC., an Ohio corporation (“Guarantor”), intending to be legally bound, hereby unconditionally guarantee(s) to Bank the prompt payment of each and every obligation of Borrower to Bank when due, whether direct, indirect or contingent, now existing or hereafter created, arising or acquired, and howsoever evidenced or secured, including but not limited to, payment of all principal, interest and other sums due, whether by acceleration or otherwise, together with all late charges, disbursements, expenses, and deficiencies (collectively the “Guaranteed Debt”) together with the performance of Borrower’s obligations under any documents or instruments executed in connection with or given to secure the Guaranteed Debt. Guarantor also agrees to pay all expenses, legal and otherwise (including court costs and reasonable attorney’s fees), paid or incurred by Bank in endeavoring to collect such Guaranteed Debt, or any part thereof, and in enforcing this Guaranty.
2.	This is a continuing Guaranty and shall remain in full force and effect until revoked by Guarantor in writing and a signed copy thereof is duly served upon Bank; provided, however, that any such revocation shall not affect any outstanding obligation or liability hereunder created or incurred prior to Bank’s receipt of such notice of revocation or which is subsequently created or incurred pursuant to a binding commitment to lend in effect prior to Bank’s receipt of such notice of revocation, or any unpaid portion thereof which may be renewed or extended. This Guaranty shall be construed as an absolute and unconditional guaranty of payment and not a guaranty of collection and Guarantor’s liability shall be direct, immediate and not conditional or contingent upon the pursuit by Bank of any remedies it may have or the requirement to resort first to the Borrower, any other guarantor of the Guaranteed Debt, any collateral or security or any other remedy whatsoever. Guarantor shall have no right of contribution, subrogation, reimbursement or indemnity whatsoever against or from the Borrower or any other guarantor of the Guaranteed Debt, nor any right to recourse to security for the Guaranteed Debt from the Borrower or any other entity or person who has granted security for the Guaranteed Debt unless and until all of the Guaranteed Debt has been paid in full. The obligations of Guarantor hereunder shall not be released, discharged or in any way affected nor shall Guarantor have any rights against Bank by reason of: (a) the fact that any collateral or security, securing the Guaranteed Debt or the obligations of Guarantor hereunder, may be subject to equitable claims or defenses in favor of others or may be invalid or defective in any way; (b) the failure to convey, perfect or create a valid lien in any such collateral or security; (c) the invalidity or unenforceability for any reason of any part of the Guaranteed Debt; (d) the change, loss, or deterioration in value of any collateral or of the financial condition of the Borrower, whether due to incorrect estimates of such value or financial condition, failure to protect or insure, or because of any other reason; (e) the exchange, sale, release or surrender of any such collateral or security; (f) any defense based upon suretyship or impairment of collateral; or (g) any other defense in law or equity to which Guarantor or Borrower may be entitled. Bank may pursue all or any of its remedies at one or at different times. Bank’s books and records showing the account between Bank and the Borrower shall be admissible in any action or proceeding, shall be binding upon Guarantor for the purpose of establishing the items therein set forth, and shall constitute prima facie proof thereof.
3.	Guarantor hereby waives any notice of acceptance of this Guaranty, or any notice of the incurring by the Borrower at any time of any obligation or liability covered hereunder. Guarantor also waives any and all presentment, demand of payment, protest or notice of protest, notice of dishonor, notice of nonpayment or other default with respect to any obligation or liability covered hereunder, and all defenses in law or equity. Any and all present and future debts and obligations of the Borrower to Guarantor are hereby assigned to the Bank and postponed in favor of and subordinated to the full payment and performance of all present and future obligations and liabilities of the Borrower to Bank. Guarantor hereby grants to Bank full power, in its absolute discretion and without notice to Guarantor, to: (a) modify, accelerate, or otherwise change the terms of the Guaranteed Debt in accordance with its provisions; (b) renew or extend the Guaranteed Debt at one or more times; (c) release, compromise, or settle the Guaranteed Debt in settlement, liquidation, adjustment, bankruptcy proceedings or otherwise as Bank deems advisable; (d) delay or

	forbear to act in respect to the Guaranteed Debt or any collateral, or the enforcement thereof whether such delay or forbearance is deliberate or by omission; (e) consent to the substitution, exchange or release of any collateral or security for the Guaranteed Debt or forbear from calling for additional security; or (f) take an additional guaranty or guaranties, or settle, compromise or release one or more other guaranties. All sums at any time to the credit of Guarantor and any property of Guarantor at any time in Bank’s possession may be held by Bank as security for all obligations of Guarantor to Bank arising out of this Guaranty.
4.	If any payment received by Bank from the Borrower in respect of the Guaranteed Debt is subsequently recovered from or repaid by Bank as the result of any bankruptcy, dissolution, reorganization, arrangement or liquidation proceedings (or proceedings similar thereto), Guarantor’s payment obligation hereunder shall continue to be effective as though such payment had not been made. The provisions of this paragraph shall survive the termination of this Guaranty.
5.	Guarantor hereby represents and warrants to Bank that the execution and delivery of this Guaranty and the performance of all of Guarantor’s obligations hereunder does not violate any law or regulation to which Guarantor is subject; that Guarantor’s execution of this Guaranty is duly authorized; and that this Guaranty constitutes a valid, binding and legally enforceable obligation of Guarantor subject only to laws relating to bankruptcy and creditor’s rights generally. Guarantor further agrees to execute and deliver any and all other documents and take any and all other steps or actions reasonably deemed necessary by Bank to effectuate this Guaranty.
6.	Guarantor has established adequate means of obtaining, on a continuing basis, all facts pertaining to the risks hereunder. Guarantor assumes the responsibility for being and keeping informed of all facts pertaining to the risks hereunder, and Guarantor agrees that Bank shall have no duty to disclose to Guarantor any such facts. Guarantor recognizes that Guarantor is subject to risks under this Guaranty and that those risks may increase in the future due to changing circumstances. To induce Bank to make the credit extensions to Borrower described in this Guaranty, Guarantor hereby assumes all present and future risks hereunder.
7.	Guarantor will furnish to Bank, without expense to Bank and forthwith upon each request of Bank made upon Guarantor therefor, such information in writing regarding Guarantor’s financial condition as prepared in the normal course of business, income taxes, properties, business operations, if any, and pension plans, if any, prepared, in the case of financial information, in accordance with generally accepted accounting principles consistently applied and otherwise in form and detail satisfactory to Bank. Guarantor hereby authorizes Bank to share all credit and financial information relating to Guarantor with Bank’s parent company, with any subsidiary or affiliate company of Bank or of Bank’s parent company or with such other persons or entities as Bank shall deem advisable for the conduct of its business.
8.	The obligations and liabilities hereunder shall be binding upon the heirs, executors, administrators, successors, and assigns of the parties hereto. If there is more than one guarantor of the Guaranteed Debt, the obligations of each guarantor shall be joint and several with any other guarantor. This Agreement shall be governed by the laws (excluding conflict of laws rules) of the State of Ohio.
9.	This Guaranty contains the entire guaranty agreement between Guarantor and Bank with respect to all indebtedness arising hereunder and may be in addition to other contracts of guaranty executed by the undersigned in favor of Bank. The provisions of this Guaranty may be modified, altered or amended only by written agreement signed by Guarantor and Bank.
10.	Any action, claim, counterclaim, crossclaim, proceeding, or suit arising under or in connection with this Guaranty (each such action, claim, counterclaim, crossclaim, proceeding, or suit, an “Action”) may be brought in any federal or state court located in the city in which Bank’s banking office is located. Guarantor hereby unconditionally submits to the jurisdiction of any such court with respect to each such Action and hereby waives any objection Guarantor may now or hereafter have to the venue of any such Action brought in any such court. GUARANTOR HEREBY, AND EACH HOLDER OF THE GUARANTEED DEBT OR ANY PART THEREOF, KNOWINGLY AND VOLUNTARILY WAIVES JURY TRIAL IN RESPECT OF ANY ACTION, CLAIM, COUNTERCLAIM, CROSSCLAIM, PROCEEDING, OR SUIT AT ANY TIME ARISING UNDER OR IN CONNECTION WITH THIS GUARANTY.

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11. Guarantor hereby authorizes any attorney-at-law on Guarantor’s behalf or on behalf of Guarantor’s successors or survivors: to appear in an action on this Guaranty at any time after the Guaranty becomes due in any court of record in Ohio or elsewhere; to waive the issuing and service of process and to confess judgment in favor of the holder hereof for the amount due plus interest and costs; and to release and waive all errors and appeals in the actions and judgments. No judgment against Guarantor shall be a bar to a subsequent judgment or judgments pursuant to this warrant of attorney against Guarantor.

WARNING — BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.

GUARANTOR:

RTI INTERNATIONAL METALS, INC.

By:

Printed Name: William T. Hull

Title: Vice President and Chief Accounting Officer

Address:1000 Warren Ave., Niles, OH 44446

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EX-4.4

Exhibit 4.4

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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ANNEX “1”

SCHEDULE “A”

COMPLIANCE CERTIFICATE

TO: NATIONAL CITY BANK, CANADA BRANCH (the “Lender”)

All defined terms set forth in this Compliance Certificate shall have the respective meanings set forth in the Credit Agreement dated as of December 27, 2006 among the Lender, RTI Claro, Inc. (the “Borrower”) and RTI International Metals, Inc. (“RTI International”) (as amended, restated, modified, supplemented or replaced, the “Credit Agreement”).

In accordance with the Credit Agreement, I, [insert name and title of certifying office], hereby certify without personal liability that:

That I am the                                             and                                 of RTI International.

That I am familiar with and have examined the provisions of the Credit Agreement and have made reasonable investigations of corporate records and inquiries of other officers and senior personnel of RTI International. Based upon the foregoing and as of the date of this certificate, I am of the view that:

(a)	such financial information as presented for RTI International’s fiscal period ending                                            present fairly, completely and accurately in accordance with GAAP (subject to normal year-end adjustments) the Consolidated financial position and results of operations of the Borrower, subject to year-end audit and audit adjustments, and to the best of my knowledge, the information presented is true, correct and complete in all material respects;
(b)	RTI International and the Borrower are in (not in) compliance with the terms and conditions of the above mentioned Credit Agreement, as stated below; and
(c)	there has been no Material Adverse Change since the date of the last financial statements delivered under the Credit Agreement.

That as of                                           , 20                     :

(a)	The Leverage Ratio for the applicable period of                                           to                                          was                      :1, which (is/is not) greater than the required covenant of 3.25:1.00 for such period as calculated on the attached schedule.
(b)	The Consolidated EBITDA to Consolidated Interest Expense ratio for the applicable period of                                           to                                           was                      :1.00, which (is/is not) less than the required covenant of 2.00:1.0 for such period as calculated on the attached schedule.

(c) The Debt Service Coverage Ratio for the applicable period of                                          to                                          was                     :1.00, which is not less than (is less than) the required covenant of 1.25:1.0 for such period.

In accordance with the reporting requirements of the Credit Agreement, we enclose the following reports:

     [List reports]

DATED the                      day of                                          , 20                    .

Name:

Title:

ANNEX “2”

SCHEDULE “E”

GUARANTORS

A.	EXTRUSION TECHNOLOGY CORPORATION OF AMERICA, an Ohio corporation
B.	NEW CENTURY METALS SOUTHEAST, INC., a Delaware corporation
C.	RMI TITANIUM COMPANY, an Ohio corporation
D.	RTI ENERGY SYSTEMS, INC., an Ohio corporation
E.	TRADCO, INC., a Missouri corporation

ANNEX “3”

SCHEDULE “F”

[Annex 3 hereof consists of a complete copy of the $240,000,000 Credit Agreement which was filed as Exhibit 10.1 to our Current Report on Form 8-K for the event dated September 27, 2007.]

EX-31.1

EXHIBIT 31.1

CHIEF EXECUTIVE OFFICER CERTIFICATION

CERTIFICATION

I, Dawne S. Hickton, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of RTI International Metals, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 10, 2009

/s/  Dawne S. Hickton

Dawne S. Hickton

Vice Chairman and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

PRINCIPAL FINANCIAL OFFICER CERTIFICATION

CERTIFICATION

I, William T. Hull, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of RTI International Metals, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 10, 2009

/s/  William T. Hull

William T. Hull

Senior Vice President and Chief Financial Officer

(Principal Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of RTI International Metals, Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2009, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dawne S. Hickton, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report which this certification accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 10, 2009

/s/  Dawne S. Hickton

Dawne S. Hickton

Vice Chairman and Chief Executive Officer

* This certification is made solely for the purposes of 18 U.S.C. Section 1350, subject to the knowledge standard contained therein, and not for any other purpose.

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of RTI International Metals, Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2009, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William T. Hull, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report which this certification accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 10, 2009

/s/  William T. Hull

William T. Hull

Senior Vice President and Chief Financial Officer

(Principal Accounting Officer)

* This certification is made solely for the purposes of 18 U.S.C. Section 1350, subject to the knowledge standard contained therein, and not for any other purpose.