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” ).
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A.
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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” );
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B.
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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” );
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C.
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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
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D.
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The
Lender has agreed to amend certain provisions of the Credit
Agreement pursuant to the terms and conditions set out in this
Amending Agreement.
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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:
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1.
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Defined Terms.
Unless otherwise defined
herein, capitalized terms used herein which are defined in the
Credit Agreement are used herein as therein defined.
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2.
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Amendments
. Upon satisfaction of
the conditions precedent set out in section 3 below, the Credit
Agreement is amended as follows:
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(i)
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The
definitions of “Consolidated EBIT” and
“Consolidated Total Indebtedness” are deleted in their
entirety.
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(ii)
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The
definition of “Agent” is deleted in its entirety and
replaced with the following:
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“ 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.
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(iii)
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The
definition of “Applicable Margin” is amended by
deleting the words “above the Prime Rate” from that
definition.
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(iv)
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The
definition of “Debt Service Coverage Ratio” is amended
by deleting the words “and optional prepayments” from
that definition.
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(v)
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The
definition of “Leverage Ratio” is deleted in its
entirety and replaced with the following:
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“ Leverage Ratio
” has the meaning ascribed to that term in Section 8.02(a) of
this Agreement.
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(vi)
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The
definition of “Material Adverse Change” is deleted in
its entirety and replaced with the following:
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“
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.
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(vii)
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The
definition of “Permitted Encumbrances” is deleted in
its entirety and replaced with the following:
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“ Permitted
Encumbrances ” means:
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(a)
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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;
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(b)
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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;
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(c)
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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)
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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;
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(e)
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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)
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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;
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(g)
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(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;
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(h)
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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
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(i)
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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.
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(viii)
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The
definition of “US Credit Agreement” is deleted in its
entirety and replaced with the following:
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“ 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”.
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(ix)
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Section 7.02 is amended by
deleting “Article 4” and replacing it with
“Article 5”.
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(x)
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Subsections 8.02 (a), (b) and
(c) of the Credit Agreement are deleted in their entirety and
replaced with the following:
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(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.
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(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.
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(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.
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(xi)
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Subsection 8.02(m) of the Credit
Agreement is deleted in its entirety and replaced with the
following:
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(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)
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Subsection 10.01(o) is amended by
deleting the words “a default or” from that
subsection.
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(xiii)
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Subsection 11.06 is amended
by:
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(a)
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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
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