FIRST AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1

FIRST AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT

     This First Amendment to First Amended and Restated Credit Agreement is dated September       , 2009, by and among RTI International Metals, Inc., an Ohio corporation (the “Borrower”), the Lenders (as defined in the Credit Agreement), National City Bank, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), PNC, as documentation agent for the Lenders (in such capacity, the “Documentation Agent”), Citibank, N.A., as syndication agent for the Lenders (in such capacity, the “Syndication Agent”) (“First Amendment”).

W I T N E S S E T H :

     WHEREAS, the Borrower, the Lenders, the Administrative Agent, the Documentation Agent and the Syndication Agent entered into that certain First Amended and Restated Credit Agreement, dated as of September 8, 2008 (as amended, modified, supplemented or restated from time to time, the “Credit Agreement”); and

     WHEREAS, the Borrower desires to amend certain provisions of the Credit Agreement and the Lenders, the Administrative Agent, the Documentation Agent and the Syndication Agent shall permit such amendments pursuant to the terms and conditions set forth herein.

     NOW, THEREFORE, in consideration of the premises contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

     1. All capitalized terms used herein which are defined in the Credit Agreement shall have the same meaning herein as in the Credit Agreement unless the context clearly indicates otherwise.

     2. Section 1.01 of the Credit Agreement is amended by deleting the following definitions in their entirety and in their stead inserting the following:

      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) and the Revolving Loans as set forth on Schedule 2.10 .

      Base Rate means for any day a fluctuating rate per annum equal to the highest of (i) the interest rate per annum announced from time to time by the Administrative Agent at its Principal Office as its then prime rate, which rate may not be the lowest rate then being charged commercial borrowers by the Administrative Agent, (ii) the Federal Funds Open Rate plus one-half of one percent (.50%) per annum, or (iii) the Daily LIBOR Rate plus one percent (1.00%) per annum.

      Consolidated EBITDA means, for any period and effective as of September 30, 2009, the sum (without duplication) of (a) Consolidated Net Income for such period, plus, (b) 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 other intangibles) 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 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 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.

     3. Section 1.01 of the Credit Agreement is further amended by inserting the following defined terms in appropriate alphabetical order:

      Daily LIBOR Rate means, for any day, the rate per annum determined by the Administrative Agent by dividing (x) the Published Rate by (y) a number equal to 1.00 minus the percentage prescribed by the Federal Reserve for determining the maximum reserve requirements with respect to any eurocurrency funding by banks on such day.

      Federal Funds Alternate Source shall have the meaning assigned to that term in the definition of Federal Funds Open Rate.

      Federal Funds Open Rate means, for any day, the rate per annum (based on a year of three hundred sixty (360) days and actual days elapsed) which is the daily federal funds open rate as quoted by ICAP North America, Inc. (or any successor) as set forth on the Bloomberg Screen BTMM for that day opposite the caption “OPEN” (or on such other substitute Bloomberg Screen that displays such rate), or as set forth on such other recognized

electronic source used for the purpose of displaying such rate as selected by the Administrative Agent (a “Federal Funds Alternate Source”) (or if such rate for such day does not appear on the Bloomberg Screen BTMM (or any substitute screen) or on any Federal Funds Alternate Source, or if there shall at any time, for any reason, no longer exist a Bloomberg Screen BTMM (or any substitute screen) or any Federal Funds Alternate Source, a comparable replacement rate determined by the Administrative Agent at such time (which determination shall be conclusive absent manifest error); provided however, that if such day is not a Business Day, the Federal Funds Open Rate for such day shall be the “open” rate on the immediately preceding Business Day. The rate of interest charged shall be adjusted as of each Business Day based on changes in the Federal Funds Open Rate without notice to the Borrower.

      Principal Office means the main banking office of the Administrative Agent in Pittsburgh, Pennsylvania.

      Published Rate means the rate of interest published each Business Day in The Wall Street Journal “Money Rates” listing under the caption “London Interbank Offered Rates” for a one (1) month period (or, if no such rate is published therein for any reason, then the Published Rate shall be the eurodollar rate for a one (1) month period as published in another publication determined by the Administrative Agent).

     4. Effective as of October 1, 2009, Section 7.04(b) of the Credit Agreement is hereby deleted in its entirety and in its stead is inserted the following:

     (b) Interest Coverage Ratio . Not permit (i) as of the last day of the fiscal quarter ending December 31, 2009 (annualized by multiplying cash interest paid for such period by 4.0), (ii) as of the last day of the two (2) consecutive fiscal quarters ending March 31, 2010 (annualized by multiplying cash interest paid for such period by 2.0), (iii) as of the last day of the three (3) consecutive fiscal quarters ending June 30, 2010 (annualized by multiplying cash interest paid for such period by 1.33), and (iv) as of the last day of any period of four (4) consecutive fiscal quarters thereafter of the Borrower, the ratio of Consolidated EBITDA to cash interest paid for such 12-month period to be less than 2.00 to 1.00; provided , however , for purposes of determining compliance with the requirements of this covenant, cash interest paid shall not at any time include (i) bank fees paid, bank reimbursable expenses paid, letter of credit fees paid, facility fees incurred and cash interest paid with respect to each of the Term Loan and the Credit Agreement by and among RTI-Claro, Inc., the Borrower and

National City Bank, Canada Branch dated as of December 27, 2006, as amended or (ii) interest rate swap termination fees paid.

     5. Schedule 2.10 to the Credit Agreement is hereby deleted in its entirety and in its stead is inserted the Schedule 2.10 set forth on Exhibit A attached hereto and made a part hereof.

     6. Schedule 5.18 to the Credit Agreement is hereby deleted in its entirety and in its stead is inserted the Schedule 5.18 set forth on Exhibit B attached hereto and made a part hereof.

     7. Schedule 10.02 to the Credit Agreement is hereby deleted in its entirety and in its stead is inserted the Schedule 10.02 set forth on Exhibit C attached hereto and made a part hereof.

     8. The provisions of Sections 2 through 7 of this First Amendment shall not become effective until the Administrative Agent has received the following items, each in form and substance acceptable to the Administrative Agent and its counsel:

(a) this First Amendment, duly executed by the Borrower and the Required Lenders;

(b) the items listed in the Preliminary Closing Checklist set forth on Exhibit D attached hereto and made a part hereof; and

(c) payment of all fees and expenses owed to the Administrative Agent, the Documentation Agent, the Lead Arranger and their respective counsel in connection with this First Amendment.

     9. The Borrower hereby reconfirms and reaffirms all representations and warranties, agreements and covenants made by it pursuant to the terms and conditions of the Credit Agreement, 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, and except as such representations and warranties, agreements and covenants may have heretofore been amended, modified or waived in writing in accordance with the Credit Agreement.

     10. The Borrower acknowledges and agrees that each and every document, instrument or agreement, which at any time has secured the Obligations including, without limitation, the Subsidiary Guaranty and the Pledge Agreement hereby continues to secure the Obligations.

     11. The Borrower hereby represents and warrants to the Lenders, the Administrative Agent, the Documentation Agent and the Syndication Agent that (i) the Borrower has the legal power and authority to execute and deliver this First Amendment, (i