Exhibit 2.2 ASSET PURCHASE AGREEMENT dated as of October 1, 1998Asset Purchase Agreement • October 15th, 1998 • Rti International Metals Inc • Rolling drawing & extruding of nonferrous metals
August 1, 1999Rti International Metals Inc • March 29th, 2000 • Rolling drawing & extruding of nonferrous metals • Ohio
1) Any person (within the meaning of that term as used in Sections 13(d) and 14(d) of the Exchange Act (a "Person") is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the...Rti International Metals Inc • March 29th, 2000 • Rolling drawing & extruding of nonferrous metals • Ohio
BY AND AMONG RTI INTERNATIONAL METALS, INC., AS BORROWER AND THE FINANCIAL INSTITUTIONS PARTY HERETO, AS LENDERS AND U.S. BANK, NATIONAL CITY BANK OF PENNSYLVANIA AND LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENTS ANDRti International Metals Inc • August 14th, 2002 • Rolling drawing & extruding of nonferrous metals • Pennsylvania
1 Exhibit 4.1 DRAFT DATED 9/28/98 REVOLVING CREDIT AND LETTER OF CREDIT ISSUANCE AGREEMENTRti International Metals Inc • November 16th, 1998 • Rolling drawing & extruding of nonferrous metals • Pennsylvania
Exhibit 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 15th, 1998 • Rti International Metals Inc • Rolling drawing & extruding of nonferrous metals • Ohio
BY AND AMONGStock Purchase Agreement • October 4th, 2004 • Rti International Metals Inc • Rolling drawing & extruding of nonferrous metals • Quebec
SECOND AMENDMENT TO REVOLVING CREDIT AND LETTER OF CREDIT ISSUANCE AGREEMENTRti International Metals Inc • March 19th, 2001 • Rolling drawing & extruding of nonferrous metals • Pennsylvania
AGREEMENT AND PLAN OF MERGER by and among RTI INTERNATIONAL METALS, INC., ALCOA INC. and RANGER OHIO CORPORATION Dated as of March 8, 2015Agreement and Plan of Merger • March 9th, 2015 • Rti International Metals Inc • Rolling drawing & extruding of nonferrous metals • Ohio
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 8, 2015, is by and among RTI International Metals, Inc., an Ohio corporation (the “Company”), Alcoa Inc., a Pennsylvania corporation (“Parent”) and Ranger Ohio Corporation, an Ohio corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”).
INDEMNIFICATION AGREEMENT BETWEEN RTI INTERNATIONAL METALS, INC. ANDForm of Indemnification Agreement • November 14th, 2005 • Rti International Metals Inc • Rolling drawing & extruding of nonferrous metals • Ohio
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • August 6th, 2014 • Rti International Metals Inc • Rolling drawing & extruding of nonferrous metals • Ohio
RTI International Metals, Inc. has entered into an Indemnification Agreement in the form attached with each of the individuals listed below, effective as of the date set forth opposite such individual’s name.
December 31, 2008 Stephen R. Giangiordano RTI International Metals, Inc. Westpointe Corporate Center One 1550 Coraopolis Heights Road Pittsburgh, PA 15108-2973 Dear Mr. Giangiordano:Rti International Metals Inc • January 7th, 2009 • Rolling drawing & extruding of nonferrous metals • Ohio
This Letter Agreement amends and restated the previous letter dated February 23, 2007, and sets forth the basis upon which I have been authorized by the Board of Directors of RTI International Metals, Inc. (“Company”) to employ you in the executive officer position described in Paragraph 1 below for the Employment Period (as hereinafter defined). The “Employment Period” shall initially be the period April 27, 2007 through April 26, 2010; provided, however, that on April 27, 2010 and each April 27 thereafter, the Employment Period shall automatically be extended for one additional year unless, not later than the immediately preceding January 27, either you or the Company shall have given written notice to the other that you or it does not wish to extend the Employment Period; and provided further that the Employment Period shall terminate automatically when you attain age sixty-five (65). In the event this Letter Agreement is terminated for any reason other than your death, your obligat
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • May 21st, 2010 • Rti International Metals Inc • Rolling drawing & extruding of nonferrous metals • Ohio
RTI International Metal, Inc. has entered into an Indemnification Agreement in the form attached with each of the individuals listed below, effective as of the date set forth opposite such individual’s name.
December 31, 2008 Chad Whalen RTI International Metals, Inc. Westpointe Corporate Center One 1550 Coraopolis Heights Road Pittsburgh, PA 15108-2973 Dear Mr. Whalen:Rti International Metals Inc • January 7th, 2009 • Rolling drawing & extruding of nonferrous metals • Ohio
This Letter Agreement amends and restated the previous letter dated February 23, 2007, and sets forth the basis upon which I have been authorized by the Board of Directors of RTI International Metals, Inc. (“Company”) to employ you in the executive officer position described in Paragraph 1 below for the Employment Period (as hereinafter defined). The “Employment Period” shall initially be the period February 23, 2007 through April 26, 2010; provided, however, that on April 27, 2010 and each April 27 thereafter, the Employment Period shall automatically be extended for one additional year unless, not later than the immediately preceding January 27, either you or the Company shall have given written notice to the other that you or it does not wish to extend the Employment Period; and provided further that the Employment Period shall terminate automatically when you attain age sixty-five (65). In the event this Letter Agreement is terminated for any reason other than your death, your obli
August 1, 1999Rti International Metals Inc • March 29th, 2000 • Rolling drawing & extruding of nonferrous metals • Ohio
July 1, 2014 Michael G. McAuley RTI International Metals, Inc. Westpointe Corporate Center One Pittsburgh, PA 15108-2973 Dear Mr. McAuley:Rti International Metals Inc • July 8th, 2014 • Rolling drawing & extruding of nonferrous metals • Ohio
This Letter Agreement sets forth the basis upon which I have been authorized by the Board of Directors of RTI International Metals, Inc. (“Company”) to employ you in the position described in Paragraph 1 below for the Employment Period (as hereinafter defined). The “Employment Period” shall initially be the period of July 1, 2014 through June 30, 2016; provided, however, that on July 1, 2016 and each July 1 thereafter, the Employment Period shall automatically be extended for one additional year unless, not later than the immediately preceding March 31st , either you or the Company shall have given written notice to the other that you or it does not wish to extend the Employment Period; and provided further that the Employment Period shall terminate automatically when you attain age sixty-five (65). In the event this Letter Agreement is terminated for any reason other than your death, your obligations as set forth in Paragraph 9 shall survive and be enforceable notwithstanding such ter
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...Credit Agreement • September 11th, 2008 • Rti International Metals Inc • Rolling drawing & extruding of nonferrous metals • New York
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.
RTI International Metals, Inc.Rti International • May 4th, 2007 • Rti International Metals Inc • Rolling drawing & extruding of nonferrous metals • Ohio
This Letter Agreement sets forth the basis upon which I have been authorized by the Board of Directors of RTI International Metals, Inc. (“Company”) to employ you in the executive officer position described in Paragraph 1 below for the Employment Period (as hereinafter defined). The “Employment Period” shall initially be the period February 23, 2007 through April 26, 2010; provided, however, that on April 27, 2010 and each April 27 thereafter, the Employment Period shall automatically be extended for one additional year unless, not later than the immediately preceding January 27, either you or the Company shall have given written notice to the other that you or it does not wish to extend the Employment Period; and provided further that the Employment Period shall terminate automatically when you attain age sixty-five (65). In the event this Letter Agreement is terminated for any reason other than your death, your obligations as set forth in Paragraph 9 shall survive and be enforceable
CREDIT AMENDING AGREEMENTCredit Amending Agreement • August 10th, 2009 • Rti International Metals Inc • Rolling drawing & extruding of nonferrous metals • Ontario
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”).
RTI INTERNATIONAL METALS, INC., THE SUBSIDIARY GUARANTORS AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of April 17, 2013 TO THE INDENTURE Dated as of December 14, 2010 1.625% Convertible Senior...Indenture • April 17th, 2013 • Rti International Metals Inc • Rolling drawing & extruding of nonferrous metals • New York
THIRD SUPPLEMENTAL INDENTURE, dated as of April 17, 2013 (this “Supplemental Indenture”), to the Indenture (defined below) among RTI INTERNATIONAL METALS, INC., an Ohio corporation (the “Company”), each of the Subsidiary Guarantors and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as Trustee under the Indenture (the “Trustee”).
Master Supply Agreement By and between RTI HAMILTON, INC. AND TRONOX LLCMaster Supply Agreement • March 31st, 2008 • Rti International Metals Inc • Rolling drawing & extruding of nonferrous metals • Mississippi
This Master Supply Agreement (this “Agreement”) is entered into on this 25th day of March, 2008, between RTI HAMILTON, INC., a corporation duly incorporated and existing under the laws of Ohio, having its principal office at 1000 Warren Avenue, Niles, Ohio, 44446, U.S.A. (hereinafter referred to as “RTI”), and TRONOX LLC, a limited liability company duly organized and existing under the laws of Delaware, having its principal office at One Leadership Square, Suite 300, 211 North Robinson Avenue, Oklahoma City, Oklahoma, 73102, U.S.A. (herein referred to as “TRONOX”).
November 19, 2007 William F. Strome RTI International Metals, Inc. 1000 Warren Avenue Niles, OH 44446 Dear Mr. Strome:Rti International Metals Inc • February 28th, 2008 • Rolling drawing & extruding of nonferrous metals • Ohio
This Letter Agreement sets forth the basis upon which I have been authorized by the Board of Directors of RTI International Metals, Inc. (“Company”) to employ you in the executive officer position described in Paragraph 1 below for the Employment Period (as hereinafter defined). The “Employment Period” shall initially be the period November 19, 2007 through November 18, 2010; provided, however, that on November 19, 2010 and each November 19 thereafter, the Employment Period shall automatically be extended for one additional year unless, not later than the immediately preceding August 19, either you or the Company shall have given written notice to the other that you or it does not wish to extend the Employment Period; and provided further that the Employment Period shall terminate automatically when you attain age sixty-five (65). In the event this Letter Agreement is terminated for any reason other than your death, your obligations as set forth in Paragraph 9 shall survive and be enfo
FIRST AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 8th, 2009 • Rti International Metals Inc • Rolling drawing & extruding of nonferrous metals • New York
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”).
RTI International Metals, Inc.International • May 4th, 2007 • Rti International Metals Inc • Rolling drawing & extruding of nonferrous metals • Ohio
This Letter Agreement sets forth the basis upon which I have been authorized by the Board of Directors of RTI International Metals, Inc. (“Company”) to employ you in the executive officer position described in Paragraph 1 below for the Employment Period (as hereinafter defined). The “Employment Period” shall initially be the period April 27, 2007 through April 26, 2010; provided, however, that on April 27, 2010 and each April 27 thereafter, the Employment Period shall automatically be extended for one additional year unless, not later than the immediately preceding January 27, either you or the Company shall have given written notice to the other that you or it does not wish to extend the Employment Period; and provided further that the Employment Period shall terminate automatically when you attain age sixty-five (65). In the event this Letter Agreement is terminated for any reason other than your death, your obligations as set forth in Paragraph 9 shall survive and be enforceable not
RTI International Metals, Inc. 6,000,000 Shares Plus an option to purchase from the Company, up to 900,000 additional Shares to cover over-allotments Common Stock ($.01 par value) Underwriting AgreementRti International Metals Inc • September 16th, 2009 • Rolling drawing & extruding of nonferrous metals • New York
RTI International Metals, Inc., a corporation organized under the laws of Ohio (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of common stock, $.01 par value (“Common Stock”), of the Company set forth in Schedule I hereto (the “Securities”) (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule I hereto to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and th
RMI TITANIUM COMPANY 1995 Stock Plan As amended January 26, 2007Rti International Metals Inc • February 28th, 2007 • Rolling drawing & extruding of nonferrous metals
(NOTE: Pursuant to Section 4.2 of that certain Agreement and Plan of Merger, dated as of August 20, 1998,by and among RMI Titanium Company (“RMI”), RTI International Metals, Inc.(“RTI”) and RMI Acquisition Company, effective September 30, 1998 this Plan was assumed by RTI., which, as of such date became the parent of RMI. All references to RMI from and after such date became references to RTI.)
150,000,000 REVOLVING CREDIT FACILITY SECOND AMENDED AND RESTATED CREDIT AGREEMENT by and among RTI INTERNATIONAL METALS, INC. and THE GUARANTORS PARTY HERETO and THE LENDERS PARTY HERETO and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent and...Credit Agreement • May 30th, 2012 • Rti International Metals Inc • Rolling drawing & extruding of nonferrous metals • Pennsylvania
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of May 23, 2012 and is made by and among RTI INTERNATIONAL METALS, INC., an Ohio corporation (the “Borrower”), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”).
TITANIUM SPONGE SUPPLY AGREEMENTTitanium Sponge Supply Agreement • May 4th, 2007 • Rti International Metals Inc • Rolling drawing & extruding of nonferrous metals
RMI Titanium Company, a corporation duly incorporated and existing under the laws of Ohio, having its principal office at 1000 Warren Avenue, Niles, Ohio 44446, U.S.A. (hereinafter referred to as “RMI”),
FIRST AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 5th, 2009 • Rti International Metals Inc • Rolling drawing & extruding of nonferrous metals • New York
This First Amendment to First Amended and Restated Credit Agreement is dated September 18, 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”).
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 28th, 2012 • Rti International Metals Inc • Rolling drawing & extruding of nonferrous metals
Reference is made to that certain Stock Purchase Agreement, dated January 9, 2012 (the “Stock Purchase Agreement”), by and among RTI International Metals, Inc., an Ohio corporation (“Purchaser”), REI Delaware Holding, LLC, a Delaware limited liability company (“Seller”) and REI Delaware Holding, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Stock Purchase Agreement.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • February 26th, 2015 • Rti International Metals Inc • Rolling drawing & extruding of nonferrous metals • Ohio
RTI International Metals, Inc. has entered into an Indemnification Agreement in the form attached with each of the individuals listed below, effective as of the date set forth opposite such individual’s name.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • March 18th, 2014 • Rti International Metals Inc • Rolling drawing & extruding of nonferrous metals
RTI International Metal, Inc. has entered into an Indemnification Agreement in the form attached with each of the individuals listed below, effective as of the date set forth opposite such individual’s name.
Exhibit 10.13 --------------------------------------------------------------------------- THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933....Non-Qualified Stock Option Grant • April 14th, 2005 • Rti International Metals Inc • Rolling drawing & extruding of nonferrous metals • Ohio
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...Credit Issuance Agreement • November 3rd, 2006 • Rti International Metals Inc • Rolling drawing & extruding of nonferrous metals • Pennsylvania
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 pr
STOCK PURCHASE AGREEMENT BY AND AMONG RTI INTERNATIONAL METALS, INC., REI DELAWARE HOLDING, INC. AND REI DELAWARE HOLDING, LLC Dated as of January 9, 2012Stock Purchase Agreement • January 11th, 2012 • Rti International Metals Inc • Rolling drawing & extruding of nonferrous metals • Minnesota
This Stock Purchase Agreement (this “Agreement”) is made and entered into as of January 9, 2012, by and among (i) RTI International Metals, Inc., an Ohio corporation (the “Purchaser”), (ii) REI Delaware Holding, Inc., a Delaware corporation (the “Company”), and (iii) REI Delaware Holding, LLC, a Delaware limited liability company (the “Seller”).
