CARPENTER TECHNOLOGY CORPORATION Exhibit 1 $198,000,000 Medium-Term Notes, Series B Due from 9 Months to 30 Years from Date of Issue DISTRIBUTION AGREEMENTDistribution Agreement • April 15th, 1998 • Carpenter Technology Corp • Steel works, blast furnaces & rolling mills (coke ovens) • New York
EXHIBIT INDEXDistribution Agreement • April 15th, 1998 • Carpenter Technology Corp • Steel works, blast furnaces & rolling mills (coke ovens)
EXHIBIT INDEX Exhibit Sequential Page Number Description Number ________ ___________ ________________ 2.01 Agreement and Plan of Merger dated January 6, 1997, by and among Dynamet Incorporated, the Shareholders of Dynamet Incorporated and the...Agreement and Plan of Merger • December 23rd, 1997 • Carpenter Technology Corp • Steel works, blast furnaces & rolling mills (coke ovens)
Morgan Guaranty Trust Company of New York $60,000,000 Mellon Bank, N.A. $55,000,000 CoreStates Bank, N.A. $45,000,000 PNC Bank, National Association $40,000,000Credit Agreement • February 12th, 1998 • Carpenter Technology Corp • Steel works, blast furnaces & rolling mills (coke ovens)
Exhibit E INDEMNITY AGREEMENTIndemnification Agreement • August 24th, 2011 • Carpenter Technology Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware
This Indemnification Agreement (“Agreement”) is made as of this 1st day of July, 2010 by and between Carpenter Technology Corporation, a Delaware corporation, and William A. Wulfsohn (“Indemnitee”).
CARPENTER TECHNOLOGY CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • March 15th, 2022 • Carpenter Technology Corp • Steel works, blast furnaces & rolling mills (coke ovens) • New York
BACKGROUND ----------Trust Agreement • September 19th, 1997 • Carpenter Technology Corp • Steel works, blast furnaces & rolling mills (coke ovens) • New York
Exhibit 10.17 CARPENTER TECHNOLOGY CORPORATION Medium-Term Notes, Series C Due from 9 Months to 30 Years from Date of Issue DISTRIBUTION AGREEMENTDistribution Agreement • October 12th, 2001 • Carpenter Technology Corp • Steel works, blast furnaces & rolling mills (coke ovens) • New York
3. COVENANT NOT TO COMPETE. During the Non-Compete ----------------------- Term, Rossin shall not, unless acting with the prior written consent of CTC, directly or indirectly (i) own, manage, operate, finance, join, control or participate in the...Non-Competition Agreement • March 27th, 1997 • Carpenter Technology Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Pennsylvania
betweenRights Agreement • September 24th, 2001 • Carpenter Technology Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware
By and AmongMerger Agreement • March 27th, 1997 • Carpenter Technology Corp • Steel works, blast furnaces & rolling mills (coke ovens)
Carpenter Technology Corporation, a corporation duly organized and existing under the laws of Delaware (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby...Indenture Agreement • October 12th, 2001 • Carpenter Technology Corp • Steel works, blast furnaces & rolling mills (coke ovens)
EXHIBIT A PLAN OF MERGER -------------- PLAN OF MERGER, dated as of February 21, 1997, between DYNAMET INCORPORATED, a Pennsylvania corporation ("DI"), and DY ACQUISITION CORPORATION, a Delaware corporation ("DYAC") (such corporations being...Plan of Merger • March 27th, 1997 • Carpenter Technology Corp • Steel works, blast furnaces & rolling mills (coke ovens)
EXHIBIT INDEX -------------Merger Agreement • September 19th, 1997 • Carpenter Technology Corp • Steel works, blast furnaces & rolling mills (coke ovens)
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 14, 2023 among CARPENTER TECHNOLOGY CORPORATION and CERTAIN OF ITS SUBSIDIARIES, as Borrowers, CERTAIN SUBSIDIARIES OF CARPENTER TECHNOLOGY CORPORATION, as Guarantors, BANK OF AMERICA,...Credit Agreement • April 18th, 2023 • Carpenter Technology Corp • Steel works, blast furnaces & rolling mills (coke ovens) • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of April 14, 2023, among CARPENTER TECHNOLOGY CORPORATION, a Delaware corporation (“Carpenter”), the Subsidiary Borrowers (as hereinafter defined and, together with Carpenter, the “Borrowers” and, each a “Borrower”), the Guarantors (as hereinafter defined), the Lenders (as hereinafter defined), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 15th, 2022 • Carpenter Technology Corp • Steel works, blast furnaces & rolling mills (coke ovens) • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of March 26, 2021, among CARPENTER TECHNOLOGY CORPORATION, a Delaware corporation (“Carpenter”), the Subsidiary Borrowers (as hereinafter defined and, together with Carpenter, the “Borrowers” and, each a “Borrower”), the Guarantors (as hereinafter defined), the Lenders (as hereinafter defined), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
WITNESSETH:Option Agreement • March 27th, 1997 • Carpenter Technology Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Pennsylvania
7. COVENANT NOT TO COMPETE. During the Non-Compete ----------------------- Term, Stephans shall not, unless acting with the prior written consent of CTC, directly or indirectly (i) own, manage, operate, finance, join, control or participate in the...Consulting and Non-Competition Agreement • March 27th, 1997 • Carpenter Technology Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Pennsylvania
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 9th, 2005 • Carpenter Technology Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware
This Indemnification Agreement (“Agreement”) is made as of , by and between Carpenter Technology Corporation a Delaware corporation, and (“Indemnitee”).
SPECIAL SEVERANCE AGREEMENT [2x]Severance Agreement • August 23rd, 2013 • Carpenter Technology Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware
AGREEMENT, dated as of the 22nd day of October 2007, (this “Agreement”), by and between Carpenter Technology Corporation, a Delaware corporation (the “Company”), and (the “Executive”).
In satisfaction of a condition to the obligations of the Agents under the Distribution Agreement and the Terms Agreement, the Company agrees with the Agents, for the benefit of the holders (including the Agents) of the Securities, the Exchange...Exchange and Registration Rights Agreement • October 12th, 2001 • Carpenter Technology Corp • Steel works, blast furnaces & rolling mills (coke ovens) • New York
CARPENTER TECHNOLOGY CORPORATION $100,000,000 6.625 % Senior Notes Due 2013 EXCHANGE AND REGISTRATION RIGHTS AGREEMENTExchange and Registration Rights Agreement • September 12th, 2003 • Carpenter Technology Corp • Steel works, blast furnaces & rolling mills (coke ovens) • New York
Carpenter Technology Corporation, a Delaware corporation (the “Company”), has agreed to issue and sell $100,000,000 aggregate principal amount of its 6.625 % Senior Notes Due 2013 (“Securities”) to Wachovia Securities, Inc. (the “Initial Purchaser”), upon the terms and subject to the conditions set forth in the Purchase Agreement dated as of May 19, 2003 between the Company and the Initial Purchaser (the “Purchase Agreement”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Purchase Agreement.
CARPENTER TECHNOLOGY CORPORATION STOCK-BASED INCENTIVE COMPENSATION PLAN FOR OFFICERS AND KEY EMPLOYEES RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • May 1st, 2024 • Carpenter Technology Corp • Steel works, blast furnaces & rolling mills (coke ovens)
AGREEMENT, effective as of [DATE] (the “Award Date”), by and between CARPENTER TECHNOLOGY CORPORATION (the “Company”) and [PARTICIPANT] (the “Participant”). Capitalized terms that are not defined in this Agreement have the same meaning as defined in the CARPENTER TECHNOLOGY CORPORATION STOCK-BASED INCENTIVE COMPENSATION PLAN FOR OFFICERS AND KEY EMPLOYEES (the “Plan”), the terms, conditions and provisions of which are applicable to this Award evidenced hereby and are incorporated herein by reference.
SPECIAL SEVERANCE AGREEMENTSeverance Agreement • May 7th, 2001 • Carpenter Technology Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware
AGREEMENT, dated as of the [____] day of [___________], [_____________] (this "Agreement"), by and between Carpenter Technology Corporation, a Delaware corporation (the "Company"), and [_________] (the "Executive").
RECEIVABLES PURCHASE AGREEMENT dated as of December 20, 2001 among CRS FUNDING CORP. CARPENTER TECHNOLOGY CORPORATION MARKET STREET FUNDING CORPORATION and PNC BANK, NATIONAL ASSOCIATIONReceivables Purchase Agreement • August 29th, 2007 • Carpenter Technology Corp • Steel works, blast furnaces & rolling mills (coke ovens) • New York
occurrence and continuation of any Termination Event or Unmatured Termination Event described in paragraph (f) of Exhibit V, to comply with all instructions given by the Administrator with respect to all finds on deposit in such Lock-Box Account (and all funds sent to the respective lock-box), without further consent by the Seller or the Servicer.
EXHIBIT INDEX ------------- Exhibit No. Title Page ----------- ----- ---- 12. Statement regarding Computations of Ratios of Earnings to Fixed Charges E-2 27. Financial Data Schedule. E-3 99. Additional exhibits a. Amendment and Restatement No. 2 to...Credit Agreement • February 12th, 1998 • Carpenter Technology Corp • Steel works, blast furnaces & rolling mills (coke ovens)
CREDIT AGREEMENT Dated as of March 31, 2017 among CARPENTER TECHNOLOGY CORPORATION and CERTAIN OF ITS SUBSIDIARIES, as Borrowers,Credit Agreement • April 4th, 2017 • Carpenter Technology Corp • Steel works, blast furnaces & rolling mills (coke ovens) • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of March 31, 2017, among CARPENTER TECHNOLOGY CORPORATION, a Delaware corporation (“Carpenter”), the Subsidiary Borrowers (as hereinafter defined and, together with Carpenter, the “Borrowers” and, each a “Borrower”), the Lenders (as hereinafter defined), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
CARPENTER TECHNOLOGY CORPORATION STOCK-BASED INCENTIVE COMPENSATION PLAN FOR OFFICERS AND KEY EMPLOYEES THREE-YEAR PERFORMANCE STOCK UNIT AWARD AGREEMENTThree-Year Performance Stock Unit Award Agreement • May 1st, 2024 • Carpenter Technology Corp • Steel works, blast furnaces & rolling mills (coke ovens)
AGREEMENT, effective as of [DATE] (the “Award Date”), by and between CARPENTER TECHNOLOGY CORPORATION (the “Company”) and [NAME] (the “Participant”). Capitalized terms that are not defined in this Agreement have the same meaning as defined in the CARPENTER TECHNOLOGY CORPORATION STOCK-BASED INCENTIVE COMPENSATION PLAN FOR OFFICERS AND KEY EMPLOYEES (the “Plan”), the terms, conditions and provisions of which are applicable to the Award evidenced hereby and are incorporated herein by reference.
CARPENTER TECHNOLOGY CORPORATION 3,162,500 Shares of Common Stock (par value $5 per share) UNDERWRITING AGREEMENT March 10, 1998 J.P. Morgan Securities Inc. Credit Suisse First Boston Corporation Bear, Stearns & Co. Inc. PaineWebber Incorporated As...Underwriting Agreement • March 19th, 1998 • Carpenter Technology Corp • Steel works, blast furnaces & rolling mills (coke ovens) • New York
CARPENTER TECHNOLOGY CORPORATION STOCK-BASED INCENTIVE COMPENSATION PLAN FOR OFFICERS AND KEY EMPLOYEES PERFORMANCE STOCK UNIT AWARD AGREEMENTPerformance Stock Unit Award Agreement • May 1st, 2024 • Carpenter Technology Corp • Steel works, blast furnaces & rolling mills (coke ovens)
AGREEMENT, effective as of [DATE] (the “Award Date”), by and between CARPENTER TECHNOLOGY CORPORATION (the “Company”) and [NAME] (the “Participant”). Capitalized terms that are not defined in this Agreement have the same meaning as defined in the CARPENTER TECHNOLOGY CORPORATION STOCK-BASED INCENTIVE COMPENSATION PLAN FOR OFFICERS AND KEY EMPLOYEES (the “Plan”), the terms, conditions and provisions of which are applicable to the Award evidenced hereby and are incorporated herein by reference.
CARPENTER TECHNOLOGY CORPORATION STOCK-BASED INCENTIVE COMPENSATION PLAN FOR OFFICERS AND KEY EMPLOYEES THREE-YEAR PERFORMANCE STOCK UNIT AWARD AGREEMENTThree-Year Performance Stock Unit Award Agreement • August 19th, 2021 • Carpenter Technology Corp • Steel works, blast furnaces & rolling mills (coke ovens)
AGREEMENT, effective as of [DATE] (the “Award Date”), by and between CARPENTER TECHNOLOGY CORPORATION (the “Company”) and [NAME] (the “Participant”). Capitalized terms that are not defined in this Agreement have the same meaning as defined in the CARPENTER TECHNOLOGY CORPORATION STOCK-BASED INCENTIVE COMPENSATION PLAN FOR OFFICERS AND KEY EMPLOYEES (the “Plan”), a copy of which is attached. The terms, conditions and provisions of the Plan are applicable to this Award Agreement and are incorporated by reference.
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 26th, 2000 • Carpenter Technology Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware
AGREEMENT, effective as of ________________, between CARPENTER TECHNOLOGY CORPORATION, a Delaware corporation (the "Company"), and __________ ____________(the "Indemnitee").
EXHIBIT 10N SPECIAL SEVERANCE AGREEMENT [3x] AGREEMENT, dated as of the [____] day of [___________], [_____________] (this "Agreement"), by and between Carpenter Technology Corporation, a Delaware corporation (the "Company"), and [_________] (the...Severance Agreement • September 24th, 2001 • Carpenter Technology Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware
Exhibit 99 AGREEMENT TO FURNISH DEBT INSTRUMENTS Pursuant to Instruction 3(b)(4)(iii) to Item 601 of Regulation S-K, Carpenter has not included as an Exhibit any instrument with respect to long-term debt if the total amount of debt authorized by such...Agreement to Furnish Debt Instruments • September 24th, 2001 • Carpenter Technology Corp • Steel works, blast furnaces & rolling mills (coke ovens)
Pursuant to Instruction 3(b)(4)(iii) to Item 601 of Regulation S-K, Carpenter has not included as an Exhibit any instrument with respect to long-term debt if the total amount of debt authorized by such instrument does not exceed 10% of the total assets of Carpenter. Carpenter agrees, pursuant to this Instruction, to furnish a copy of any such instrument to the Securities and Exchange Commission upon request of the Commission.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 14, 2023 among CARPENTER TECHNOLOGY CORPORATION and CERTAIN OF ITS SUBSIDIARIES, as Borrowers, CERTAIN SUBSIDIARIES OF CARPENTER TECHNOLOGY CORPORATION, as Guarantors, BANK OF AMERICA,...Credit Agreement • August 13th, 2024 • Carpenter Technology Corp • Steel works, blast furnaces & rolling mills (coke ovens) • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of April 14, 2023, among CARPENTER TECHNOLOGY CORPORATION, a Delaware corporation (“Carpenter”), the Subsidiary Borrowers (as hereinafter defined and, together with Carpenter, the “Borrowers” and, each a “Borrower”), the Guarantors (as hereinafter defined), the Lenders (as hereinafter defined), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
