Item 1.01 Entry Into a Material Definitive Agreement.
As of September 8, 2009, RTI International Metals, Inc. ("RTI" or the "Company") and certain of the lender parties under the Company's First Amended and Restated Credit Agreement (the "Credit Facility") have executed, in escrow, a First Amendment to the Credit Facility (the "Amendment"). Conditions precedent to the Amendment include the Company paying off the remaining balance of its $225,000,000 senior term loan (the "Term Loan"), which is part of the Credit Facility, and its existing credit facility between RTI-Claro, Inc. (a wholly-owned Canadian subsidiary) and National City Bank's Canada Branch (the "Canadian Facility"). Thus, upon the effective date of the Amendment, the Credit Facility will be limited to the $200,000,000 revolving credit facility.
The primary effect of the Amendment is to provide additional flexibility on the Interest Coverage Ratio covenant of the Credit Facility by excluding the interest paid under the Term Loan and the Canadian Facility from the calculation and to provide additional flexibility on the Net Debt to EBITDA ratio covenant by permitting certain charges to be added back in to net income for purposes of determining EBITDA. The Amendment also increases the margin added to both the base interest rate and the LIBOR interest rate and increases the facility fee.
The Credit Facility, as amended, continues to be guaranteed by the material domestic subsidiaries of RTI and RTI's pledge of 65% of the outstanding capital stock of two foreign subsidiaries, RTI-Claro, Inc. and RTI Europe Limited.
The Amendment is conditioned upon the receipt by RTI of a minimum of $75,000,000 in proceeds from a capital market transaction and repayment of the Term Loan and the Canadian Facility, among other matters. Item 3.03 Material Modification to Rights of Security Holders.
The Credit Facility, as amended, continues to state that, except in connection with (i) share purchase programs of RTI, (ii) employee stock purchase programs of RTI and its subsidiaries and (iii) certain compensation and benefit plans, RTI 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 distributions of any nature (whether in cash, properties, securities or otherwise) on account of or in respect of its shares of capital stock if an event of default exists under the Credit Facility. Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is being filed pursuant to Item 601 of Regulation S-K and General Instruction B2 to this Form 8-K:

Exhibit No. Description
10.1 Form of First Amendment to First Amended and Restated Credit Agreement

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