EXHIBIT 10.2 SECOND AMENDMENT TO REVOLVING CREDIT AND LETTER OF CREDIT ISSUANCE AGREEMENT

EXHIBIT 10.2

SECOND AMENDMENT TO
REVOLVING CREDIT AND LETTER OF CREDIT ISSUANCE AGREEMENT

By and Among

RTI INTERNATIONAL METALS, INC.,
as Borrower

and

THE FINANCIAL INSTITUTIONS PARTY HERETO,
as Lenders

and

NATIONAL CITY BANK OF PENNSYLVANIA
and
COMERICA BANK
as Documentation Agents

and

PNC BANK, NATIONAL ASSOCIATION,
as Agent

Dated as of July 25, 2006

and arranged by:

PNC CAPITAL MARKETS, INC.,
as sole arranger

TABLE OF CONTENTS

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EXHIBITS

Exhibit A Consent to Second Amendment to Revolving Credit and Letter of Credit Issuance Agreement

SCHEDULES

Additional Schedule 1.01(d) — Location of RTI-Claro Facility
Revised Schedule 4.01 — Jurisdictions of Incorporation and Qualification of Borrower and Subsidiaries
Revised Schedule 4.03 — Interests in Subsidiaries and Other Entities
Revised Schedule 7.03 — Other Investments

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SECOND AMENDMENT TO
REVOLVING CREDIT AND LETTER OF CREDIT ISSUANCE AGREEMENT

THIS SECOND AMENDMENT TO REVOLVING CREDIT AND LETTER OF CREDIT ISSUANCE AGREEMENT (this " Second Amendment ") dated as of July 25, 2006, by and among RTI INTERNATIONAL METALS, INC., an Ohio corporation (as more fully defined below, the " Borrower "), the financial institutions a party hereto as lenders, NATIONAL CITY BANK OF PENNSYLVANIA and COMERICA BANK, as documentation agents (the " Documentation Agents "), and PNC BANK, NATIONAL ASSOCIATION, as agent for each L/C Issuer (as hereinafter defined) and the Lenders under this Agreement (in such capacity, as more fully defined below, the " Agent "), is made and entered into with respect to that certain Revolving Credit and Letter of Credit Issuance Agreement dated as of April 12, 2002, as amended by that certain First Amendment to Revolving Credit and Letter of Credit Issuance Agreement dated as of June 4, 2004 (such Revolving Credit Agreement, together with the exhibits and schedules thereto and all amendments, modifications and supplements prior to the date hereof, the " Original Credit Agreement "), is made by and among the Borrower, the financial institutions a party thereto as lenders, the financial institutions a party thereto as the documentation agents, the L/C Issuer and the Agent.

WITNESSETH:

WHEREAS, the Borrower has requested certain amendments to the terms of the Original Credit Agreement to accommodate of an additional financing undertaken by the Borrower;

WHEREAS, the Borrower, the financial institutions a party hereto as lenders, the Documentation Agents, the L/C Issuer and the Agent have agreed pursuant to the terms hereof to amend certain additional provisions of the Original Credit Agreement on the terms set forth below; and

WHEREAS, the Borrower, the Documentation Agents, the Agent, the L/C Issuer and the financial institutions a party hereto as lenders, acknowledge that PNC Capital Markets, Inc. (" PNC Capital "), has acted as the lead arranger for this amendment; provided however, PNC Capital is not, and shall not be, a party to this Second Amendment.

NOW THEREFORE, in consideration of the mutual premises contained herein and other good and valuable consideration, the Borrower, the financial institutions a party hereto as lenders, the Documentation Agents, the L/C Issuer and the Agent, with the intent to be legally bound hereby, agree that the Original Credit Agreement shall be amended as follows:

ARTICLE I
AMENDMENTS TO ORIGINAL CREDIT AGREEMENT

Section 1.01. Additional Definitions . Section 1.1 of the Original Credit Agreement is hereby amended such that the following definitions shall be added thereto in the appropriate alphabetical order:

RTI-Claro means RTI Claro, Inc., a Canadian corporation, and its successors and assigns.

RTI-Claro Facility means, collectively, those certain parcels of land described in Schedule 1(d) attached hereto, and the buildings, improvements and fixtures attached thereto or a part thereof or appurtenant thereto (whether now existing or hereafter created or constructed), comprising a manufacturing facility which produces and integrates machined components and complex mechanical and electrical assemblies for applications requiring a high level of precision, together with the administrative offices of RTI-Claro all located in Laval, Province of Quebec, Canada and owned or to be owned in fee by RTI-Claro, including without limitation, any equipment and machinery purchased or leased by RTI-Claro and located on those certain parcels of land described in Schedule 1(d) attached hereto.

Second Amendment means that certain Second Amendment to Credit Agreement among the Borrower, the Lenders, the Documentation Agents and the Agent dated as of July 25, 2006.

Second Amendment Closing shall mean the date of execution and delivery of the Second Amendment and the other Loan Documents by the parties thereto on the Second Amendment Closing Date.

Second Amendment Closing Date shall mean August 1, 2006.

Second Amendment Effective Date means August 1, 2006.

Section 1.02. Amendment to Section 7.01 . Section 7.01 of the Original Credit Agreement is hereby amended to add a new Subsection 7.01(vii) and Subsection 7.01(viii) and to amend and restate Subsection 7.01(vi) to read as follows:

               (vi) Indebtedness for borrowed money incurred with respect to the design, construction, renovation, rehabilitation, repair, improvement and operation of the RTI-Claro Facility by RTI-Claro; provided the aggregate amount of such Indebtedness outstanding does not exceed $25,000,000 at any one time;

               (vii) a Guaranty by the Borrower of the Indebtedness of RTI-Claro described in item (vi) of this Section 7.01; and

               (viii) Other Indebtedness of the Borrower not covered by items (i) through (vii) above, provided that the aggregate amount of such Indebtedness permitted by this item (viii) shall not exceed $50,000,000 at any one time outstanding.

Section 1.03. Amendment to Section 7.14 . Section 7.14 of the Original Credit Agreement is hereby amended and restated to read as follows:

          7.14. Limitation on Negative Pledge Clauses . Neither the Borrower nor any of its Subsidiaries shall enter into any agreement with any Person (other than the Lenders pursuant hereto) which prohibits or limits the ability of the Borrower or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired; provided that, notwithstanding the foregoing, RTI-Claro may covenant to any lender that has advanced funds to RTI-Claro for the design, construction, renovation, rehabilitation, repair improvement or operation of the RTI-Claro Facility not to create, incur, assume or suffer to exist a Lien upon the RTI-Claro Facility.

Section 1.04. Addition of Schedule 1.01(d) . The Schedule 1.01(d) attached hereto is hereby deemed appended to the Original Credit Agreement, as amended hereby, as an additional schedule thereto.

Section 1.05. Revision of Schedule 4.01 . Schedule 4.01 to the Original Credit Agreement is hereby deleted and there is substituted therefore the Schedule 4.01 attached hereto.

Section 1.06. Revision of Schedule 4.03 . Schedule 4.03 to the Original Credit Agreement is hereby deleted and there is substituted therefore the Schedule 4.03 attached hereto.

Section 1.07. Revision of Schedule 7.03 Schedule 7.03 to the Original Credit Agreement is hereby deleted and there is substituted therefore the Schedule 7.03 attached hereto.

Section 1.08. No Other Amendments . The amendments to the Original Credit Agreement set forth in Sections 1.01 through 1.07 inclusive above do not either implicitly or explicitly alter or amend, except as expressly provided in this Second Amendment, the provisions of the Original Credit Agreement. The amendments set forth in Sections 1.01 through 1.07 hereof do not waive, now or in the future, compliance with any other covenant, term or condition to be performed or complied with nor do they impair any rights or remedies of the Lenders or the Agent under the Original Credit Agreement with respect to any such violation. Nothing in this Second Amendment shall be deemed or construed to be a release of, or a limitation upon, the Lenders’, Documentation Agents’ or the Agent’s exercise of any of their respective rights and remedies under the Original Credit Agreement and the other Loan Documents,

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whether arising as a consequence of any Events of Default which may now exist or otherwise, and all such rights and remedies are hereby expressly reserved.

ARTICLE II
BORROWER’S SUPPLEMENTAL REPRESENTATIONS

Section 2.01. Incorporation by Reference . As an inducement to the Lenders, the Documentation Agents and the Agent to enter into this Second Amendment, (i) the Borrower hereby repeats and remakes herein, for the benefit of the Lenders, the representations and warranties made by the Borrower in Sections 4.01 through 4.26, inclusive, of the Original Credit Agreement, as amended hereby, except that for purposes hereof such representations and warranties shall be deemed to extend to and cover this Second Amendment and are remade as of the Second Amendment Effective Date, and (ii) the Borrower hereby represents and warrants that on and as the Second Amendment Effective Date that no Default or Event of Default has occurred and is continuing.

Section 2.02. Corporate Authority . As an inducement to the Lenders, the Documentation Agents and the Agent to enter into this Second Amendment, the Borrower hereby represents and warrants that the Borrower is duly authorized to execute and deliver this Second Amendment; all necessary corporate action to authorize the execution and delivery of this Second Amendment has been properly taken; and it is and will continue to be duly authorized to borrow under the Original Credit Agreement, as amended hereby, and to perform all of the other terms and provisions of this Second Amendment and the Original Credit Agreement, as amended hereby.

Section 2.03. Capitalization and Ownership . As of December 31, 2005, the authorized capital stock of the Borrower consists of 50,000,000 shares of common stock of which 23,131,211 shares are issued and 22,687,139 shares are outstanding, and 5,000,000 shares of preferred stock, of which no shares were issued and outstanding. All of the capital stock of the Borrower has been validly issued and is fully paid and nonassessable.

Section 2.04. Validity of this Second Amendment . As an inducement to the Lenders, the Documentation Agents and the Agent to enter into this Second Amendment, the Borrower hereby represents and warrants that the execution and delivery of this Second Amendment does not, and the borrowings contemplated by the Original Credit Agreement, as amended hereby, and the performance by the Borrower of its obligations under this Second Amendment and the Original Credit Agreement, as amended hereby, will not contravene any provision of law, of the Borrower’s Certificate of Incorporation or Bylaws, or the provisions of any agreement to which the Borrower is a party or by which the Borrower is bound; this Second Amendment constitutes the legal, valid and binding obligation of the Borrower enforceable in accordance with its terms.

Section 2.05. No Conflict . Neither the execution and delivery by the Borrower of this Second Amendment, nor the consummation of the transactions herein contemplated, nor compliance with the terms and provisions hereof or of the other Loan Documents by the Borrower will (i) conflict with, constitute a default under or result in any breach of (A) the terms and conditions of the certificate of incorporation, by-laws or other organizational documents of the Borrower or (B) any Law or any agreement or instrument or order, writ, judgment, injunction or decree to which the Borrower is a party or by which it is bound or to which it is subject, which conflict, default or breach would cause a Material Adverse Change, or (ii) result in the creation or enforcement of any Lien upon any property (now or hereafter acquired) of the Borrower (other than the Permitted Liens).

Section 2.06. Consents and Approvals . No consent, approval, exemption, order or authorization of, or a registration or filing with any Official Body or any other Person is required by any Law or any agreement in connection with the execution, delivery and carrying out of this Second Amendment.

Section 2.07. Financial Statements .

(i) Financial Statements . The Borrower