STOCKHOLDERS AGREEMENTStockholders Agreement • March 1st, 2012 • Carpenter Technology Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware
This STOCKHOLDERS AGREEMENT (the “Agreement”) made and entered into as of this 29th day of February, 2012, by and among Carpenter Technology Corporation, a Delaware corporation (the “Company”); HHEP-Latrobe, L.P., a Delaware limited partnership (“Hicks”), Watermill-Toolrock Partners, L.P., a Delaware limited partnership, and Watermill-Toolrock Partners II, L.P., a Delaware limited partnership and Watermill-Toolrock Enterprises, LLC, a Delaware limited liability company (collectively, “Watermill,” and together with Hicks, the “Investors”).
February 29, 2012 Latrobe Specialty Metals, Inc. Latrobe, PA 15650 Watermill- Toolrock Partners, L.P. c/o Watermill Ventures One Cranberry Hill Lexington, Massachusetts 02421 HHEP-Latrobe, L.P. c/o Hicks Holdings LLC Dallas, Texas 75201 Ladies and...Carpenter Technology Corp • March 1st, 2012 • Steel works, blast furnaces & rolling mills (coke ovens)
Reference is made to the Agreement and Plan of Merger by and among Latrobe Specialty Metals, Inc., Carpenter Technology Corporation, Hawke Acquisition Corp., HHEP-Latobe, L.P., as representative of the Hicks Equityholders and Watermill-Tool Rock Partners, L.P., as Representative of the Watermill Equityholders dated June 20, 2011 (as amended to date, the “Merger Agreement”). Capitalized terms not defined herein shall have the same meaning assigned to such terms in the Merger Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 1st, 2012 • Carpenter Technology Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) made and entered into as of this 29th day of February, 2012, by and among Carpenter Technology Corporation, a Delaware corporation (the “Company”); HHEP-Latrobe, L.P., a Delaware limited partnership (“Hicks”), Watermill-Toolrock Partners, L.P., a Delaware limited partnership, Watermill-Toolrock Partners II, L.P., a Delaware limited partnership and Watermill-Toolrock Enterprises, LLC, a Delaware limited liability company (collectively, “Watermill” and together with Hicks, the “Investors”).
