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.
AGREEMENT TO FURNISH DEBT INSTRUMENTSFurnish Debt Instruments • September 12th, 2003 • 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.
FORM OF GLOBAL SECURITYCarpenter Technology Corp • September 12th, 2003 • Steel works, blast furnaces & rolling mills (coke ovens)
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE CITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
FIRST AMENDMENT TO RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • September 12th, 2003 • Carpenter Technology Corp • Steel works, blast furnaces & rolling mills (coke ovens) • New York
This FIRST AMENDMENT (this “Amendment”), dated as of March 19, 2003, is among CRS FUNDING CORPORATION, a Delaware corporation, as seller (the “Seller”), CARPENTER TECHNOLOGY CORPORATION, a Delaware corporation (“Carpenter”), as initial servicer (in such capacity, together with its successors and permitted assigns in such capacity, the “Servicer”), MARKET STREET FUNDING CORPORATION, a Delaware corporation (together with its successors and permitted assigns, the “Issuer”), and PNC BANK, NATIONAL ASSOCIATION, a national banking association (“PNC”), as administrator (in such capacity, together with its successors and assigns in such capacity, the “Administrator”).
ContractCarpenter Technology Corp • September 12th, 2003 • Steel works, blast furnaces & rolling mills (coke ovens) • North Carolina
SECOND AMENDMENT dated as of August 21, 2003 (this “Second Amendment”) to the Five-Year Credit Agreement dated as of November 20, 2001 (as amended through the date hereof, the “Credit Agreement”) among CARPENTER TECHNOLOGY CORPORATION, a Delaware corporation (“Carpenter”), CARPENTER TECHNOLOGY (UK) LIMITED, a company organized and existing under the laws of England and Wales (“Carpenter UK”), CERTECH INTERNATIONAL LIMITED, a company organized and existing under the laws of England and Wales (“Certech”), CARPENTER POWDER PRODUCTS AB, a company organized and existing under the laws of Sweden (“Carpenter Powder”), and CARPENTER TECHNOLOGY (EUROPE) S.A., a company organized and existing under the laws of Belgium (“Carpenter Belgium”), the banks and other financial institutions from time to time party hereto, and WACHOVIA BANK, NATIONAL ASSOCIATION (successor to First Union National Bank), as Administrative Agent, Issuing Lender and Swingline Lender.
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • September 12th, 2003 • Carpenter Technology Corp • Steel works, blast furnaces & rolling mills (coke ovens)
This FIRST SUPPLEMENTAL INDENTURE, dated as of May 22, 2003 (this “Supplemental Indenture”), is entered into by and between Carpenter Technology Corporation, a corporation incorporated under the laws of the State of Delaware (the “Company”), and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association, as successor trustee (the “Trustee”).
