0001021408-01-508086.txt : 20011019 0001021408-01-508086.hdr.sgml : 20011019 ACCESSION NUMBER: 0001021408-01-508086 CONFORMED SUBMISSION TYPE: S-4 PUBLIC DOCUMENT COUNT: 26 FILED AS OF DATE: 20011012 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARPENTER TECHNOLOGY CORP CENTRAL INDEX KEY: 0000017843 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 230458500 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71518 FILM NUMBER: 1758146 BUSINESS ADDRESS: STREET 1: 1047 N PARK ROAD CITY: WYOMISSING STATE: PA ZIP: 19610-1339 BUSINESS PHONE: 6102082000 MAIL ADDRESS: STREET 1: 1047 N PARK ROAD CITY: WYOMISSING STATE: PA ZIP: 19610 S-4 1 ds4.txt CARPENTER TECHNOLOGY CORPORATION FORM S-4 As filed with the Securities and Exchange Commission on October 12th, 2001. Registration No. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------- CARPENTER TECHNOLOGY CORPORATION (Exact name of Registrant as specified in its charter) Delaware 3312 23-0458500 (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification Code Number) Identification No.)
------------- 1047 N. Park Road Wyomissing, Pennsylvania 19610 (610) 208-2000 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) ------------- John R. Welty, Esq. Carpenter Technology Corporation 1047 N. Park Road Wyomissing, Pennsylvania 19610 (Name, address including zip code, and telephone number, including area code, of agent for service) ------------- With Copies to: Herbert F. Goodrich, Jr., Esq. Dechert 4000 Bell Atlantic Tower 1717 Arch Street Philadelphia, Pennsylvania 19103 ------------- Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [_] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] ------------- CALCULATION OF REGISTRATION FEE -------------------------------------------------------------------------------- --------------------------------------------------------------------------------
Proposed Propose Amount Maximum Maximum Title of each Class of to be Offering Price Aggregate Amount of Securities to be Registered Registered Per Unit Offering Price (1) Registration Fee -------------------------------------------------------------------------------------------- 7 5/8% Notes due 2011... $100,000,000 100% $100,000,000 $30,000 --------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------- (1)Estimated pursuant to Rule 457(f) under the Securities Act of 1933, as amended, solely for purposes of calculating the registration fee. ------------- The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall have filed a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED OCTOBER 12, 2001 PROSPECTUS [LOGO] CARPENTER OFFER TO EXCHANGE 7 5/8% Notes due 2011 for all outstanding 7 5/8% Notes due 2011 of Carpenter Technology Corporation THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON , 2001, UNLESS EXTENDED. Terms of the exchange offer: . We will exchange all old notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer. . You may withdraw tenders of old notes at any time prior to the expiration of the exchange offer. . We believe that the exchange of old notes will not be a taxable event for U.S. federal income tax purposes, but you should see "United States Federal Income Tax Considerations" on page 31 for more information. . We will not receive any proceeds from the exchange offer. . The terms of the new notes are substantially identical to the old notes, except that the new notes are registered under the Securities Act of 1933 and the transfer restrictions and registration rights applicable to the old notes do not apply to the new notes. ------------- See "Risk Factors" beginning on page 5 for a discussion of risks that should be considered by holders prior to tendering their old notes. ------------- Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is , 2001. The information in this prospectus is not complete and may be changed. We may not exchange these securities as described in this prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to exchange these securities and is not soliciting tenders of old notes in any state where the offer or sale is not permitted. This prospectus incorporates important business and financial information about Carpenter that is not included in or delivered with this prospectus. See "Where You Can Find More Information" for more information regarding these matters. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should assume that the information appearing in this prospectus is accurate as of the date on the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that date. Neither the delivery of this prospectus nor any sale made hereunder shall under any circumstances imply that the information herein is correct as of any date subsequent to the date on the cover of this prospectus. ------------- TABLE OF CONTENTS
Page ---- FORWARD-LOOKING STATEMENTS........ iii SUMMARY........................... 1 RISK FACTORS...................... 5 USE OF PROCEEDS................... 7 RATIO OF EARNINGS TO FIXED CHARGES 8 CAPITALIZATION.................... 9 SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA.................. 10 DESCRIPTION OF NOTES.............. 12 THE EXCHANGE OFFER................ 22
Page ---- PLAN OF DISTRIBUTION................ 30 UNITED STATES FEDERAL INCOME TAX CONSEQUENCES...................... 31 LEGAL MATTERS....................... 35 EXPERTS............................. 35 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE...................... 35 WHERE YOU CAN FIND MORE INFORMATION. 35
------------- Carpenter Technology Corporation is a Delaware corporation. Our principal executive offices are located at 1047 N. Park Road, Wyomissing, Pennsylvania 19610, and our telephone number at that address is (610) 208-2000. Our World Wide Web site address is www.cartech.com. The information in our web site is not part of this prospectus. Our common stock is listed on the New York Stock Exchange under the symbol "CRS." ------------- Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of new notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act of 1933, as amended, which we refer to as the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where the old notes were acquired by the broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution." ------------- ii FORWARD-LOOKING STATEMENTS This prospectus includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In particular, statements about Carpenter' s expectations, beliefs, plans, objectives, assumptions or future events or performance, including, among other matters, statements concerning future revenues and continued growth in various market segments, contained in this prospectus or any document incorporated by reference herein or therein under the headings ''Risk Factors" and ''Management's Discussion and Analysis of Financial Condition and Results of Operations" are forward-looking statements. Carpenter has based these forward-looking statements on Carpenter's current expectations about future events. While Carpenter believes these expectations are reasonable, such forward-looking statements are inherently subject to risks and uncertainties, many of which are beyond Carpenter's control. Carpenter's actual results may differ materially from those suggested by these forward-looking statements for various reasons, including those discussed in this prospectus or the registration statement of which it is a part or any document incorporated by reference herein or therein under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." Some of the key factors that could cause actual results to differ from Carpenter's expectations are: . the cyclical nature of the specialty materials business and certain end-use markets, including, but not limited to, aerospace, automotive, industrial products and consumer durables, which are subject to changes in general economic conditions; . the continuing high levels of stainless steel imports into the United States; . the ability of Carpenter, along with other domestic producers of stainless steel products, to obtain and retain favorable rulings in dumping and countervailing duty claims against foreign producers; . the ability of Carpenter to recoup increased costs of electricity, natural gas and raw materials through increased prices and surcharges; . worldwide excess manufacturing capacity for certain alloys which Carpenter produces and fluctuations in currency exchange rates, resulting in increased competition and downward pricing pressure on certain Carpenter products; . fluctuations in financial markets that could impact the valuation of the assets in Carpenter's pension trusts and the accounting for pension assets; . the critical importance of certain raw materials used by Carpenter, some of which are acquired from foreign sources and may be located in countries subject to unstable political and economic conditions which may affect the prices or supply of these materials; . the susceptibility of export sales to the effects of export controls, changes in legal and regulatory requirements, policy changes affecting the markets, changes in tax laws and tariffs, exchange rate fluctuations and political and economic instability; and . the effects on operations of changes in domestic and foreign governmental laws and public policy, including environmental regulations. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this prospectus or the registration statement of which it is a part or any document incorporated by reference herein or therein are made only as of the date hereof or thereof. Carpenter does not undertake and specifically declines any obligation to update any such statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments. iii SUMMARY This summary highlights information contained elsewhere in this prospectus. You should read carefully the entire prospectus and the documents incorporated by reference into this prospectus, including the risks of investing discussed under "Risk Factors," before making an investment decision. In this prospectus, "Company," "we," "our," "us" and "Carpenter" refer to Carpenter Technology Corporation. With respect to the descriptions of our business contained in this prospectus, such terms refer to Carpenter Technology Corporation and our subsidiaries. The Exchange Offer On August 13, 2001, we issued and sold $100.0 million aggregate principal amount 7 5/8% Notes Due 2011, which we refer to as the old notes. In connection with that sale, we entered into an exchange and registration rights agreement with the initial purchasers of the old notes in which we agreed to deliver this prospectus to you and to complete an exchange offer for the old notes. As required by the exchange and registration rights agreement, we are offering to exchange $100.0 million aggregate principal amount of our new 7 5/8% Notes Due 2011, which we refer to as the new notes, the issuance of which will be registered under the Securities Act, for a like aggregate principal amount of our old notes. We refer to this offer to exchange new notes for old notes in accordance with the terms set forth in this prospectus and the accompanying letter of transmittal as the exchange offer. You are entitled to exchange your old notes for new notes. We urge you to read the discussions under the headings "The Exchange Offer" and "The New Notes" in this summary for further information regarding the exchange offer and the new notes. The Company Carpenter Technology Corporation, founded in 1904, is engaged in the manufacture, fabrication and distribution of specialty metals and certain engineered products. Carpenter primarily processes basic raw materials such as chromium, nickel, titanium, iron scrap and other metal alloying elements through various melting, hot forming and cold working facilities to produce finished products in the form of billet, bar, rod, wire, narrow strip, special shapes and hollow forms in many sizes and finishes and produces certain metal powders and fabricated metal products. In addition, Carpenter produces ceramic and metal-injection molded products from various raw materials using molding, heating and other processes. Specialty metals production includes the manufacture and distribution of stainless steels, titanium, high temperature alloys, electronic alloys, tool steels and other alloys in billet, bar, wire, rod and strip forms. Carpenter distributes products directly from its production plants and from its distribution network. Carpenter is organized on a product basis and managed in three segments: Specialty Alloys, Titanium Alloys and Engineered Products. For reporting purposes, because of the similarities in products, processes, customers, distribution methods and economic characteristics, the Specialty Alloys and Titanium Alloys segments have been aggregated into one reportable segment, Specialty Metals. Recent Developments Executive Management Change Dennis M. Draeger, previously Carpenter's President and Chief Operating Officer, succeeded Robert W. Cardy as Chairman and Chief Executive Officer on July 1, 2001 and became Chairman, President and Chief Executive Officer. Mr. Cardy retired June 30, 2001 after 39 years of service. The transition was pursuant to Carpenter's previously announced chief executive officer succession plan. Mr. Draeger joined Carpenter's executive ranks in 1996 as senior vice president of Specialty Alloys Operations (then called Steel Operations). He was named executive vice president in 1998. He previously worked 34 years for Armstrong World Industries, lastly as president of Worldwide Floor Products Operations. Mr. Draeger originally joined Carpenter's Board of Directors in 1992. 1 The Exchange Offer Securities Offered.......... $100,000,000 aggregate principal amount of 7 5/8% Notes Due August 15, 2011, issued under Carpenter's Medium-Term Note Program, Series C. The terms of the new notes and old notes are identical in all material respects, except for transfer restrictions and registration rights relating to the old notes. The Exchange Offer.......... We are offering the new notes to you in exchange for a like principal amount of old notes. Old notes may be exchanged only in integral multiples of $1,000. We intend by the issuance of the new notes to satisfy our obligations contained in the exchange and registration rights agreement. Expiration Date; Withdraw of Tender.................... The exchange offer will expire at 5:00 p.m., New York City time, on , 2001, or such later date and time to which it may be extended by us. The tender of old notes pursuant to the exchange offer may be withdrawn at any time prior to the expiration date of the exchange offer. Any old notes not accepted for exchange for any reason will be returned without expense to the tendering holder thereof as promptly as practicable after the expiration or termination of the exchange offer. Conditions to the Exchange Offer..................... Our obligation to accept for exchange, or to issue new notes in exchange for, any old notes is subject to customary conditions relating to compliance with any applicable law or any applicable interpretation by the staff of the Securities and Exchange Commission, the receipt of any applicable interpretation by the staff of the Securities and Exchange Commission, the receipt of any applicable governmental approvals and the absence of any actions or proceedings of any governmental agency or court which could materially impair our ability to consummate the exchange offer. See "The Exchange Offer--Conditions to the Exchange Offer." Procedures for Tendering Old Notes..................... If you wish to participate in the exchange offer and tender your old notes, you must complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal, in accordance with its instructions and the instructions in this prospectus, and mail or otherwise deliver the letter of transmittal, or the facsimile, together with the old notes and any other required documentation, to the exchange agent at the address set forth herein. See "The Exchange Offer--Procedures for Tendering Old Notes." Use of Proceeds............. We will not receive any proceeds from the exchange offer. Exchange Agent.............. U.S. Bank Trust National Association is serving as the exchange agent in connection with the exchange offer. Federal Income Tax Consequences.............. The exchange of notes pursuant to the exchange offer should not be a taxable event for federal income tax purposes. See "United States Federal Income Tax Consequences." 2 Consequences of Exchanging Old Notes Pursuant to the Exchange Offer Based on certain interpretive letters issued by the staff of the Securities and Exchange Commission to third parties in unrelated transactions, we are of the view that holders of old notes (other than any holder who is an "affiliate" of our company within the meaning of Rule 405 under the Securities Act) who exchange their old notes for new notes pursuant to the exchange offer generally may offer the new notes for resale, resell the new notes and otherwise transfer the new notes without compliance with the registration and prospectus delivery provisions of the Securities Act, provided: . the new notes are acquired in the ordinary course of the holders' business; . the holders have no arrangement with any person to participate in a distribution of the new notes; and . neither the holder nor any other person is engaging in or intends to engage in a distribution of the new notes. Each broker-dealer that receives new notes for its own account in exchange for old notes must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. See "Plan of Distribution." In addition, to comply with the securities laws of applicable jurisdictions, the new notes may not be offered or sold unless they have been registered or qualified for sale in the applicable jurisdiction or in compliance with an available exemption from registration or qualification. We have agreed, under the exchange and registration rights agreement and subject to limitations specified in the exchange and registration rights agreement, to register or qualify the new notes for offer or sale under the securities or blue sky laws of the applicable jurisdictions as any holder of the notes reasonably requests in writing. If a holder of old notes does not exchange the old notes for new notes according to the terms of the exchange offer, the old notes will continue to be subject to the restrictions on transfer contained in the legend printed on the old notes. In general, the old notes may not be offered or sold, unless registered under the Securities Act, except under an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Holders of old notes do not have any appraisal or dissenters' rights under the Delaware General Corporation Law in connection with the exchange offer. See "The Exchange Offer--Consequences of Failure to Exchange; Resales of New Notes." 3 The New Notes The terms of the new notes and the old notes are identical in all material respects, except for transfer restrictions and registration rights relating to the old notes. Issuer...................... Carpenter Technology Corporation Notes Offered............... $100,000,000 aggregate principal amount of 7 5/8% Notes Due August 15, 2011, issued under Carpenter's Medium-Term Note Program, Series C. Issue Price................. 99.421% Issue Date.................. August 13, 2001 Denominations............... $1,000 with integral multiples of $1,000 Stated Maturity Date........ August 15, 2011 Interest Basis.............. Fixed Rate Notes Interest Rate............... 7 5/8% per annum Interest Payment Dates...... February 15 and August 15, commencing February 15, 2002 Regular Record Dates........ February 1 and August 1 Optional Redemption......... The new notes will not be subject to redemption by Carpenter prior to maturity. Ranking..................... The new notes will rank equally in right of payment with all of Carpenter's existing and future unsecured senior debt and will be senior in right of payment to any future subordinated debt. The indenture relating to the new notes does not limit Carpenter's ability or the ability of Carpenter's subsidiaries to incur additional unsecured indebtedness. Certain Covenants........... Carpenter will issue the new notes under an existing indenture with U.S. Bank Trust National Association, as successor trustee. The indenture, among other things, limits Carpenter's ability and the ability of Carpenter's subsidiaries to: . incur debt secured by liens; and . engage in sale/leaseback transactions. Use of Proceeds............. Carpenter will not receive any cash proceeds from this offering. See "Use of Proceeds." Further Issuances........... Carpenter may from time to time without the consent of the holders of the new notes create and issue further notes having the same terms and conditions as the new notes so that each further issuance is consolidated and forms a single series with the previously outstanding notes. For a more detailed description of the new notes, see "Description of Notes." 4 RISK FACTORS Our business involves a number of risks, some of which are beyond our control. You should carefully consider each of the risks and uncertainties we describe below and all of the other information in this prospectus before making an investment decision. The risks and uncertainties we describe below are not the only ones we face. Additional risks and uncertainties that we do not currently know or that we currently believe to be immaterial may also adversely affect our business. RISKS RELATING TO OUR BUSINESS Cyclical Nature of Business and Sensitivity to General Economic, Political and Military Conditions Demand for certain Carpenter products, such as titanium, stainless steel and high-temperature alloys, is cyclical in nature and sensitive to general economic conditions. The prices of certain Carpenter products have had, and in the future may have, significant fluctuations as a result of general economic conditions, imports and other factors beyond Carpenter's control. The demand for Carpenter's products and for products in certain end-use markets, including, but not limited to, aerospace, automotive, certain industrial products and consumer durables, is affected by domestic economic and financial market fluctuations, as well as changes in the world economy. For example, demand for stainless bar, rod and wire for the automotive and fastener markets has declined sharply due to the general economic slowdown in the United States. Because of the comparatively high level of fixed costs associated with Carpenter's manufacturing processes, changes in production volumes can result in significant variations in net income. Any significant decrease in demand for Carpenter's products or a decline in prices for such products could have a material adverse effect on Carpenter's business, financial condition or results of operations. Although Carpenter's operations have not been adversely affected to date by political or military conditions resulting from the events in New York City on September 11, 2001, a disruption of its operations due to political, military or other conditions could have a material adverse effect on its operations and financial results. Availability of Raw Materials Carpenter's Specialty Metals segment depends on continued delivery of critical raw materials for its day-to-day operations. These raw materials include nickel, ferrochrome, cobalt, molybdenum, titanium, manganese and iron scrap. The sources of some of these raw materials are located in countries subject to potential interruptions of supply. These potential interruptions could cause material shortages and adversely affect the availability and prices of these raw materials. Highly Competitive Environment Carpenter's competitors are located throughout the world. Currently, there is worldwide excess manufacturing capacity for certain alloys that Carpenter produces, resulting in increased competition and downward pricing pressure. Carpenter competes generally on the basis of quality, the ability to meet customers' product specifications, price requirements and delivery schedules. Carpenter supplies materials to a wide variety of end-use markets, none of which consumes more than about 30 percent of Carpenter's output, and competes with various companies depending on end-use markets, product or geography. There are approximately 10 domestic companies producing one or more similar specialty metal products that are considered to be major competitors to Carpenter's specialty metals operations in one or more product sectors. There are several dozen smaller producing companies and converting companies in the United States that are competitors. Carpenter also competes directly with several hundred independent distributors of products similar to those distributed by Carpenter's distribution system. Additionally, foreign producers export to the United States various stainless steel and specialty metal products similar to those produced by Carpenter. The continuing high levels of stainless steel imports and the excess inventories of these products in the distributor supply chain result in increased competition based on price and delivery. Carpenter has joined other domestic producers in filing dumping and countervailing duty claims in the United States against competitors from six foreign countries. A determination of such claims adverse to Carpenter may make it more difficult for Carpenter to compete in certain markets. Furthermore, a number of different products may, in certain instances, be substituted for Carpenter's products. 5 Stringent Federal, State, Local and Foreign Environmental Laws and Regulations Carpenter is subject to various stringent federal, state, local and foreign environmental laws and regulations relating to pollution, protection of public health and the environment, natural resource damages and occupational safety and health. Although compliance with these laws and regulations may affect the costs of Carpenter's operations, compliance costs to date have not been material. The liability for future environmental remediation costs is evaluated by management on a quarterly basis. Carpenter accrues amounts for environmental remediation costs which represent management's best estimate of the probable and reasonably estimable costs relating to environmental remediation. Estimates of the amount and timing of future costs of environmental remediation requirements are necessarily imprecise because of the continuing evolution of environmental laws and regulatory requirements, the availability and application of technology, the identification of currently unknown remediation sites and the allocation of costs among the potentially responsible parties. For further information on environmental matters, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Carpenter's Report on Form 10-K filed with the Securities and Exchange Commission on September 24, 2001 and incorporated herein by reference. Absence of a Public Market for the New Notes The new notes are a new issue of securities with no established trading market and will not be listed on any securities exchange. JP Morgan Securities Inc. and Credit Suisse First Boston Corporation acted as initial purchasers in connection with the offer and sale of the old notes. The initial purchasers have informed us that they intend to make a market in the new notes. However, these initial purchasers may cease their market-making at any time. In addition, the liquidity of the trading market in the new notes, and the market price quoted for the new notes, may be adversely affected by changes in the overall market for high yield securities and by changes in our financial performance or prospects or in the prospects for companies in our industry generally. As a result, we cannot assure you that an active trading market will develop for the new notes. Failure to Tender Your Old Notes for New Notes Could Limit Your Ability to Resell the Old Notes The old notes were not registered under the Securities Act or under the securities laws of any state and may not be resold, offered for resale or otherwise transferred unless they are subsequently registered or resold under an exemption from the registration requirements of the Securities Act and applicable state securities laws. If you do not exchange your old notes for new notes in the exchange offer, you will not be able to resell, offer to resell or otherwise transfer the old notes unless they are registered under the Securities Act or unless you resell them, offer to resell or otherwise transfer them under an exemption from the registration requirements of, or in a transaction not subject to, the Securities Act. In addition, we will no longer be under an obligation to register the old notes under the Securities Act except in the limited circumstances provided under the exchange and registration rights agreement. If you want to exchange your old notes in the exchange offer for the purpose of participating in a distribution of the new notes, you may be deemed to have received restricted securities, and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. 6 USE OF PROCEEDS We will not receive any proceeds from the exchange offer. In consideration for issuing the new notes, we will receive in exchange old notes of like principal amount, the terms of which are identical in all material respects to the new notes. The old notes surrendered in exchange for new notes will be retired and canceled and cannot be reissued. Accordingly, issuance of the new notes will not result in any increase in our indebtedness. We have agreed to bear the expenses of the exchange offer. No underwriter is being used in connection with the exchange offer. The net proceeds from the sale of the old notes was $98.4 million, after deducting discounts, commissions and expenses of this offering. The proceeds from the sale of the old notes were used to reduce the outstanding principal amount under Carpenter's short-term revolving credit agreements. We expect to continue to utilize financing available under these revolving credit agreements for general corporate purposes, including possible acquisitions and capital expenditures. The following table sets forth Carpenter's historical short-term debt and long-term debt as of June 30, 2001 and its unaudited pro forma short-term debt and long-term debt as of such date after giving effect to the offering of all the notes available for issuance under Carpenter's Medium-Term Note Program, Series C. This table should be read in conjunction with "Selected Historical Consolidated Financial Data" and "Capitalization" included elsewhere in this prospectus.
Pro Forma As of Proceeds As of June 30, from June 30, 2001 Notes 2001 - -------- -------- --------- - ($ in millions) Short-Term Debt: Syndicated Revolver........................................ $135.0 $(100.0) $ 35.0 Multi-Currency Revolver.................................... 35.6 -- 35.6 ------ ------- ------ Total Short-Term Debt.................................. 170.6 (100.0) 70.6 ------ ------- ------ Long-Term Debt: Medium-Term Notes, Series C at 7.625% due 2011............. -- 100.0 100.0 Medium-Term Notes, Series B at 6.28% to 7.10% due from April 2003 to 2018........................................ 198.0 -- 198.0 9% Sinking Fund Debentures due 2022, callable beginning in March 2002 at 104.2%...................................... 99.7 -- 99.7 Medium-Term Notes, Series A at 6.78% to 7.8% due from September 2000 to 2005................................... 45.0 -- 45.0 Secured Note due April 2010................................ 7.5 -- 7.5 Other...................................................... 1.9 -- 1.9 ------ ------- ------ Total Long-Term Debt................................... 352.1 100.0 452.1 ------ ------- ------ Total Debt.................................................... $522.7 $ 0.0 $522.7 ====== ======= ======
7 RATIO OF EARNINGS TO FIXED CHARGES The following table sets forth the ratio of earnings to fixed charges:
Year Ended June 30, ----------------------------- 2001 2000 1999 1998 1997 1996 ---- ---- ---- ---- ---- ---- Ratio of earnings to fixed charges 2.3x 2.8x 2.4x 5.1x 5.0x 5.7x
For purposes of computing the ratio of earnings to fixed charges, earnings consist of income before income taxes, extraordinary charges and cumulative effect of changes in accounting principles, gains and losses related to less-than-fifty-percent-owned persons, fixed charges (excluding capitalized interest) and the amount of previously capitalized interest amortized during the period. Fixed charges consist of interest costs (which include amortization of debt discount and debt issue costs) and an amount representing the interest component of non-capitalized leases. Interests costs are before reductions for capitalized interest relating to significant plant, equipment and software projects. 8 CAPITALIZATION The following table sets forth Carpenter's consolidated cash and cash equivalents and capitalization as of June 30, 2001 and June 30, 2000. This table should be read in conjunction with "Selected Historical Consolidated Financial Data" included elsewhere in this prospectus. Carpenter anticipates establishing a receivables purchase facility in a maximum amount of $75.0 million.
June 30, June 30, 2001 2000 -------- -------- ($ in millions) Cash and Cash Equivalents....................................................... $ 7.8 $ 9.5 ======== ======== Short-Term Debt: Revolving Credit Facilities (1).............................................. $ 170.6 $ 219.9 -------- -------- Long-Term Debt: Medium-Term Notes, Series B at 6.28% to 7.10% due from April 2003 to 2018.... 198.0 198.0 9% Sinking Fund Debentures due 2022, callable beginning in March 2002 at 104.2% (2)................................................................. 99.7 99.6 Medium-Term Notes, Series A at 6.78% to 7.8% due from September 2000 to 2005. 45.0 55.0 Secured Note due April 2010 (3).............................................. 7.5 7.6 Other........................................................................ 1.9 2.5 -------- -------- Total Long-Term Debt..................................................... 352.1 362.7 -------- -------- Total Debt...................................................................... 522.7 582.6 Stockholders' Equity............................................................ 648.6 653.6 -------- -------- Total Capitalization..................................................... $1,171.3 $1,236.2 ======== ======== Total Debt to Capital Ratio..................................................... 44.6% 47.1% ======== ========
--------------------- (1)Revolving credit facilities with outstanding balances at June 30, 2001 have maturities of November 30, 2001 and February 21, 2002. (2)Sinking fund requirements are $5.0 million annually from 2003 to 2021. (3)The secured note is payable in monthly installments of $0.1 million including interest of 8% with a final payment of $6.1 million due April 2010. 9 SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA The following table presents selected historical consolidated financial data for Carpenter for the periods indicated. You should read this historical information together with the consolidated financial statements and related notes of Carpenter in the annual reports and other information that Carpenter has filed with the Securities and Exchange Commission and incorporated herein by reference.
Year Ended June 30, --------------------------------------------------------- 2001(1) 2000(2) 1999(2)(3) 1998(2) 1997(2) 1996(2) -------- -------- ---------- -------- -------- ------- ($ in millions, except per share data) Statement of Income Data: Net sales........................................................ $1,324.1 $1,109.1 $1,049.3 $1,189.7 $ 950.7 $877.3 Cost of sales.................................................... 1,039.3 862.7 808.4 882.2 729.5 665.5 -------- -------- -------- -------- -------- ------ Gross profit..................................................... 284.8 246.4 240.9 307.5 221.2 211.8 Selling and administrative expenses.............................. 152.4 146.4 142.1 139.5 106.5 96.2 Special charges.................................................. 36.0 -- 14.2 -- -- -- Interest expense................................................. 40.3 33.4 29.3 29.0 19.9 18.9 Other (income) expense, net...................................... (2.3) (13.3) (0.5) 2.1 (3.1) 1.5 -------- -------- -------- -------- -------- ------ Income before income taxes and cumulative effect of accounting change.......................................................... 58.4 79.9 55.8 136.9 97.9 95.2 Income taxes..................................................... 23.2 26.6 18.7 52.9 37.9 35.1 -------- -------- -------- -------- -------- ------ Income before cumulative effect of accounting change, net of tax. 35.2 53.3 37.1 84.0 60.0 60.1 Cumulative effect of accounting change, net of $9.4 million tax.. (14.1) -- -- -- -- -- -------- -------- -------- -------- -------- ------ Net income....................................................... $ 21.1 $ 53.3 $ 37.1 $ 84.0 $ 60.0 $ 60.1 ======== ======== ======== ======== ======== ====== Earnings per share: Basic Income before cumulative effect of accounting change......................................................... $ 1.52 $ 2.35 $ 1.61 $ 4.01 $ 3.32 $ 3.54 Cumulative effect of accounting change.......................... (0.64) -- -- -- -- -- -------- -------- -------- -------- -------- ------ Net income...................................................... $ 0.88 $ 2.35 $ 1.61 $ 4.01 $ 3.32 $ 3.54 ======== ======== ======== ======== ======== ====== Diluted Income before cumulative effect of accounting change............ $ 1.50 $ 2.31 $ 1.58 $ 3.84 $ 3.16 $ 3.38 Cumulative effect of accounting change.......................... (0.62) -- -- -- -- -- -------- -------- -------- -------- -------- ------ Net income...................................................... $ 0.88 $ 2.31 $ 1.58 $ 3.84 $ 3.16 $ 3.38 ======== ======== ======== ======== ======== ====== Cash dividends on common stock..................................... $ 29.1 $ 29.0 $ 29.2 $ 26.9 $ 22.8 $ 21.7 Balance Sheet Data (at period end): Working capital.................................................. $ 115.0 $ 88.6 $ 135.5 $ 296.4 $ 144.2 $152.5 Property, plant and equipment, net............................... 752.2 789.9 750.4 644.1 513.6 419.5 Total assets..................................................... 1,691.5 1,745.9 1,607.8 1,698.9 1,223.0 912.0 Total debt....................................................... 522.7 582.6 510.4 526.8 330.6 214.0 Stockholders' equity............................................. 648.6 653.6 632.5 659.5 449.3 309.1 Other Data: EBITDA--before special charges(4)................................ $ 185.3 $ 181.7 $ 165.0 $ 224.1 $ 160.5 $150.7 Net cash provided from operations................................ 118.6 62.4 87.4 108.4 74.7 50.6 Net cash used for investing activities........................... (35.2) (98.6) (54.3) (250.2) (153.1) (28.0) Net cash provided from (used for) financing activities........... (85.1) 40.2 (80.0) 175.6 83.9 (29.6) Capital expenditures............................................. 50.5 105.0 153.1 99.5 93.6 48.6 Depreciation and amortization.................................... 72.5 68.3 65.7 58.2 42.7 36.6 Pension credit................................................... 47.9 45.7 36.1 23.6 11.1 10.3
10 --------------------- (1)Fiscal 2001 reflects the adoption of Staff Accounting Bulletin 101 (Revenue Recognition in Financial Statements) effective July 1, 2000. In addition, fiscal 2001 includes a special charge of $37.6 million ($24.4 million after-tax or $1.07 per diluted share) related principally to the realignment of Specialty Alloys Operations, planned divestitures of certain Engineered Products Group businesses and a loss on the disposal of the Bridgeport, Connecticut site. The special charge of $37.6 million is recognized in the consolidated statement of income as a separate $36.0 million special charge, an addition to cost of sales of $1.2 million as a result of a writedown of inventory and an addition to selling and administrative expenses of $0.4 million due to a writedown of accounts receivable. The $37.6 million special charge is reflected in Business Segments as follows: $19.3 million in Engineered Products Group, $9.6 million in Specialty Metals and $8.7 million in corporate costs. (2)Net sales, cost of sales and selling and administrative costs prior to fiscal 2001 have been restated due to the adoption, effective July 1, 2000, of the Financial Accounting Standards Board Emerging Issues Task Force's issuance of EITF 00-10 regarding the classification of freight and handling costs billed to customers. (3)Fiscal 1999 includes a special charge of $14.2 million ($8.5 million after-tax or $0.37 per diluted share) related to a salaried work force reduction and a reconfiguration of the U.S. distribution network. (4)Carpenter defines EBITDA as earnings before interest expense, taxes, depreciation and amortization and the pre-tax effects of the cumulative effect of the accounting change. This definition of EBITDA may differ from the definition of EBITDA used by other companies and should not be considered as an alternative to net income, cash flows, or any other items calculated in accordance with generally accepted accounting principles, or as an indicator of Carpenter's operating performance. EBITDA is presented because it is a common measure used in evaluating a company's financial performance. 11 DESCRIPTION OF NOTES General The new notes will be issued under an indenture, dated as of January 12, 1994, between Carpenter and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association), as successor trustee (the "Trustee"), as it may be amended or supplemented from time to time (the "Indenture"). Carpenter previously issued Medium-Term Notes, Series A, due from September 2000 to 2005, and Medium-Term Notes, Series B, due from April 2003 to 2018, pursuant to the Indenture. The following summary of certain provisions of the Indenture does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all provisions of the Indenture, including the definitions therein of certain terms which are not otherwise defined in this offering memorandum. The terms of the Indenture are also governed by certain provisions contained in the Trust Indenture Act of 1939. Certain capitalized terms used below but not defined herein have the meanings ascribed to them in the Indenture. As used in this Section, the terms "Note" and "Notes" refer to the new notes. Principal, Maturity and Interest The Indenture provides that Securities in separate series may be issued thereunder from time to time without limitation as to aggregate principal amount. The Indenture provides that Carpenter may specify a maximum aggregate principal amount for the Securities of any series and such terms and provisions therefor which are not inconsistent with the Indenture, including as to maturity, principal and interest, as Carpenter may determine. The Notes will constitute a single series of Securities for purposes of the Indenture. The Notes will be initially limited in aggregate principal amount to $100.0 million. Such limit may be increased by Carpenter in the future if it determines that it may wish to sell additional Notes. The Notes will be unsecured obligations of Carpenter and will rank on a parity with all of its other unsecured and unsubordinated indebtedness. The Notes will mature on August 15, 2011. Interest on the Notes will accrue at the rate of 7 5/8% per annum and will be payable in cash semi-annually in arrears on February 15 and August 15 of each year, commencing on February 15, 2002. We will make each interest payment to the holders of record of the Notes on the immediately preceding February 1 and August 1. Interest on the Notes will accrue from the date of original issuance or, if interest has already been paid, from the date that it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. With respect to any Note, the description of the Notes herein is qualified in its entirety by reference to, and to the extent inconsistent therewith is superseded by, such Note. The Notes will be issuable as Book-Entry Notes. See "--Book-Entry Global Notes". The Notes will be issued in denominations of $1,000 and integral multiples of $1,000 in excess thereof, unless otherwise specified in the Notes. The Indenture and Notes do not contain any covenants other than those set forth herein. Accordingly, Carpenter may, subject to such covenants and Carpenter's other obligations and restrictions, incur additional indebtedness, pay dividends, engage in transactions with stockholders and affiliates, make investments, create liens, transfer assets among subsidiaries and engage in sales of assets and subsidiary stock. The Notes may be sold at a substantial discount below their principal amount. Certain special United States federal income tax considerations (if any) applicable to Notes sold with original issue discount are described herein under "United States Federal Income Tax Consequences." Payment of Principal and Interest Interest will be payable to the person in whose name a Note is registered at the close of business on the Regular Record Date next preceding each February 15 or August 15, as applicable; provided, however, that interest payable at maturity will be payable to the person to whom principal shall be payable. The first payment of interest on any Note originally issued between a Regular Record Date and February 15 or August 15, as applicable or on February 15 or August 15, as applicable will be made on the February 15 or August 15, as applicable following the next succeeding Regular Record Date to the registered owner on such next succeeding Regular Record Date. The "Regular Record Date" with respect to any Note shall be the immediately preceding February 1 or August 1, as applicable. 12 Payments of interest will include interest accrued to but excluding such February 15 or August 15, as applicable. Any payment on any Note due on any day which is not a Business Day need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on the due date, and no interest shall accrue for the period from and after such date. The term "Business Day," as used herein, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York, New York are authorized or obligated by law or executive order to close. The Indenture provides that principal of and any premium and interest on the Securities of a particular series will be payable at the office of such Paying Agent or Paying Agents as Carpenter may designate for such purpose from time to time, except that at Carpenter's option payment of any interest may be made by check mailed to the address of the person entitled thereto as such address appears in the Security Register. The Trustee will be designated as Carpenter's sole Paying Agent for payments with respect to the Notes. Payment of the principal (and premium, if any) and any interest due with respect to any Note will be paid at the corporate trust office of the Trustee in New York, New York; provided, however, that all payments of principal, premium, if any, and interest on Book-Entry Global Notes shall be payable as described under "--Book-Entry Global Notes." Carpenter may at any time designate additional Paying Agents or rescind the designation of any Paying Agent or approve a change in the office through which any Paying Agent acts, except that Carpenter will be required to maintain a Paying Agent in each Place of Payment for the Notes. All moneys paid by Carpenter to a Paying Agent for the payment of the principal of or any premium or interest on any Note which remain unclaimed at the end of two years after such principal premium or interest has become due and payable will be repaid to Carpenter, and the Holder of such Note thereafter may look only to Carpenter for payment thereof. Form, Exchange and Transfer The Notes will be issuable only in fully registered form, without coupons, and only in denominations of $1,000 and integral multiples thereof. At the option of the Holder, subject to the terms of the Indenture and the limitations applicable to Global Notes, Notes will be exchangeable for other Notes of the same series of any authorized denomination and of a like tenor and aggregate principal amount. Subject to the term of the Indenture and the limitations applicable to Global Notes, Notes may be presented for exchange as provided above or for registration of transfer (duly endorsed or with the form of transfer endorsed thereon duly executed) at the office of the Security Registrar or at the office of any transfer agent designated by Carpenter for such purpose. No service charge will be made for any registration of transfer or exchange of Notes, but Carpenter may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Such transfer or exchange will be effected upon the Security Registrar or such transfer agent, as the case may be, being satisfied with the documents of title and identity of the person making the request. Carpenter will appoint the Trustee as Security Registrar. Carpenter may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office through which any transfer agent acts, except that Carpenter will be required to maintain a transfer agent in each Place of Payment for the Notes. If the Notes are to be redeemed in part, Carpenter will not be required to (i) issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of any such Note that may be selected for redemption and ending at the close of business on the day of such mailing or (ii) register the transfer of or exchange any Note so selected for redemption, in whole or in part, except the unredeemed portion of any such Note being redeemed in part. 13 Book-Entry Global Notes Some or all of the Notes may be represented, in whole or in part, by one or more global certificates (the "Global Notes") which will have an aggregate principal amount equal to that of the Notes represented thereby. Each Global Note will be registered in the name of DTC or a nominee of DTC (the "Depositary"), will be deposited with such Depositary or nominee or a custodian therefor and will bear a legend regarding the restrictions on exchanges and registration of transfer thereof referred to below and any such other matters as may be provided for pursuant to the Indenture. Carpenter has been informed by DTC that its nominee will be Cede &Co. ("CEDE"). Accordingly, CEDE is expected to be the initial registered holder of the Notes. No person acquiring an interest in a Note (a "Holder") will be entitled to receive a certificate representing such person's interest in such Note except as set forth herein. Unless and until definitive Notes are issued under the limited circumstances described herein, all references to actions by Holders shall refer to actions taken by DTC upon instructions from its Participants, and all references herein to payments and notices to Holders shall refer to payments and notices to DTC or CEDE, as the registered holder of the Notes, as the case may be, for distribution to Holders in accordance with the DTC procedures. DTC is a limited purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to Section 17A of the Securities Exchange Act of 1934. DTC was created to hold securities for its participating organizations ("Participants") and to facilitate the clearance and settlement of securities transactions between Participants through electronic book-entry, thereby eliminating the need for physical movement of certificates. Participants include securities brokers and dealers, banks, trust companies and clearing corporations, and may include certain other organizations. Indirect access to the DTC system also is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly ("Indirect Participants"). As long as the Depositary, or its nominee, is the registered Holder of a Global Note, the Depositary or such nominee, as the case may be, will be considered the sole owner and Holder of such Global Note and the Notes represented thereby for all purposes under the Notes and the Indenture. Except in the limited circumstances referred to below, owners of beneficial interests in a Global Note will not be entitled to have such Global Note or any Notes represented thereby registered in their names, and will not be considered to be the owners or Holders of such Global Note or any Notes represented thereby for any purpose under the Notes or the Indenture. All payments of principal of and any premium and interest on a Global Note will be made to the Depositary or its nominee, as the case may be, as the Holder thereof. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of such securities in definitive form. These laws may impair the ability to transfer beneficial interests in a Global Note. Ownership of beneficial interests in a Global Note will be limited to Participants and Indirect Participants. In connection with the issuance of any Global Note, the Depositary will credit, on its book-entry registration and transfer system, the respective principal amounts of Notes represented by the Global Note to the accounts of its Participants. Ownership of beneficial interests in a Global Note will be shown only on, and the transfer of those ownership interests will be effected only through, records maintained by the Depositary (with respect to Participants' interests) or any such Participant (with respect to Indirect Participants). Payments, transfers, exchanges and other matters relating to beneficial interests in a Global Note may be subject to various policies and procedures adopted by the Depositary from time to time. Neither Carpenter, the Trustee nor any agent of Carpenter or the Trustee will have any responsibility or liability for any aspect of the Depositary's or any Participant's records relating to, or for payments made on account of, beneficial interests in a Global Note, or for maintaining, supervising or reviewing any records relating to such beneficial interests. Secondary trading in Notes and debentures of corporate issuers is generally settled in clearing-house or next-day funds. In contrast, beneficial interests in a Global Note, in some cases, may trade in the Depositary's same-day funds settlement system, in which secondary market trading activity in those beneficial interests would 14 be required by the Depositary to settle in immediately available funds. There is no assurance as to the effect, if any, that settlement in immediately available funds would have on trading activity in such beneficial interests. Also, settlement for purchases of beneficial interests in a Global Note upon the original issuance thereof may be required to be made in immediately available funds. Holders that are not Participants or Indirect Participants but desire to purchase, sell or otherwise transfer ownership of, or other interests in, Notes may do so only through Participants and Indirect Participants. Under a book-entry format, Holders may experience some delay in their receipt of payments, since such payments will be forwarded by the agent designated by Carpenter to CEDE, as nominee for DTC. DTC will forward such payments to its Participants, which thereafter will forward them to Indirect Participants or Holders. Holders will not be recognized by either of the Trustees as registered holders of the Notes entitled to the benefits of the relevant Indenture. Holders that are not Participants will be permitted to exercise their rights as such only indirectly through Participants. Under the rules, regulations and procedures creating and affecting DTC and its operations, DTC will be required to make book-entry transfers of Notes among Participants and to receive and transmit payments to Participants. Participants and Indirect Participants with which Holders have accounts with respect to the Notes similarly are required to make book-entry transfers and receive and transmit such payments on behalf of their respective Holders. Because DTC can only act on behalf of Participants, who in turn act on behalf of Indirect Participants, and on behalf of certain banks, trust companies and other persons approved by it, the ability of a Holder to pledge Notes to persons or entities that do not participate in the DTC system, or to otherwise act with respect to such Notes, may be limited due to the absence of physical certificates for such Notes. DTC has advised Carpenter that it will take any action permitted to be taken by a Holder under the relevant Indenture only at the direction of one or more Participants to whose accounts with DTC the Notes are credited. The Global Security shall be exchangeable for Notes registered in the names of persons other than DTC or its nominee only if (i) DTC notifies Carpenter that it is unwilling or unable to continue as depository for such Global Security or if at any time DTC ceases to be a clearing agency registered under the Securities Exchange Act of 1934 at a time when DTC is required to be so registered to act as such depository or (ii) Carpenter executes and delivers to the Trustee a Company Order that such Global Security shall be so exchangeable. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Notes registered in such names as DTC shall direct. Upon the occurrence of any event described in the immediately preceding paragraph, DTC is generally required to notify all Participants of the availability through DTC of definitive Notes. Upon surrender by DTC of the Global Security representing the Notes and instructions for registration, the Trustee will reissue the Notes as definitive Notes, and thereafter the Trustee will recognize the holders of such definitive Notes as registered holders of Notes entitled to the benefits of the Indenture. The Global Note may not be transferred except as a whole by DTC with respect to such Note to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or to a successor depository appointed by the Corporation. DTC may not sell, assign, transfer or otherwise convey any beneficial interest in a Global Note evidencing all or part of the Notes unless such beneficial interest is an amount equal to an authorized denomination for the Notes. Certain Covenants Restrictions on Secured Debt. If Carpenter or any Restricted Subsidiary shall incur, issue, assume or guarantee any loans or notes, bonds, debentures or other similar evidences of indebtedness for money borrowed ("Debt") secured by a mortgage, pledge or lien ("Mortgage") on any Principal Property of Carpenter or any Restricted Subsidiary, or on any shares of Capital Stock or Debt of any Restricted Subsidiary, Carpenter will provide or cause such Restricted Subsidiary to provide that the Notes (together with, if Carpenter shall so determine, any other Debt of Carpenter or such Restricted Subsidiary then existing or thereafter created which is not subordinated to the Notes) be secured equally and ratably with (or, at Carpenter's option, prior to) such secured Debt, unless the aggregate amount of all such secured Debt, together with all Attributable Debt with 15 respect to sale and leaseback transactions involving Principal Properties (with the exception of such transactions which are excluded as described in "Restrictions on Sales and Leasebacks" below), would not exceed 5% of Consolidated Net Tangible Assets. The above restrictions will not apply to, and there will be excluded from secured Debt in any computation under such restriction, Debt secured by (i) Mortgages on property of, or on any shares of Capital Stock of or Debt of, any corporation existing at the time such corporation becomes a Restricted Subsidiary, (ii) Mortgages in favor of Carpenter or a Restricted Subsidiary, (iii) Mortgages in favor of governmental bodies to secure progress, advance or other payments, (iv) Mortgages on property, shares of Capital Stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) and purchase money and construction Mortgages which are entered into within specified time limits, (v) Mortgages securing industrial revenue or pollution control bonds and (vi) any extension, renewal or replacement of any Mortgage referred to in the foregoing clauses (i) through (v) inclusive. Restrictions on Sales and Leasebacks. Neither Carpenter nor any Restricted Subsidiary will enter into any sale and leaseback transaction involving any Principal Property, unless the aggregate amount of all Attributable Debt with respect to such transactions plus all Debt secured by Mortgages on Principal Properties (with the exception of secured Debt which is excluded as described in "Restrictions on Secured Debt" above) would not exceed 5% of Consolidated Net Tangible Assets. This restriction will not apply to, and there will be excluded from Attributable Debt in any computation under such restriction, any sale and leaseback transaction if (i) the lease is for a period, including renewal rights, of not in excess of three years, (ii) the sale and leaseback transaction of the Principal Property is made prior to, at the time of or within a specified period after its acquisition or construction, (iii) the lease secures or relates to industrial revenue or pollution control bonds, (iv) the transaction is between Carpenter and a Restricted Subsidiary or between Restricted Subsidiaries or (v) Carpenter or such Restricted Subsidiary within 180 days after the sale or transfer applies an amount equal to the greater of the net proceeds of the sale of the Principal Property leased pursuant to such arrangement or the fair market value of the Principal Property so leased at the time of entering into such arrangement to (a) the retirement of the Notes or certain Funded Debt of Carpenter or a Restricted Subsidiary or (b) the purchase of other property which will constitute Principal Property having a fair market value, in the opinion of Carpenter's Board of Directors, at least equal to the fair market value of the Principal Property so leased. The amount to be applied to the retirement of such Funded Debt of Carpenter or a Restricted Subsidiary shall be reduced by (x) the principal amount of any Notes (or other Notes or debentures constituting such Funded Debt) delivered within such 180-day period to the Trustee or other applicable trustee for retirement and cancellation and (y) the principal amount of such Funded Debt other than items referred to in the preceding clause (x), voluntarily retired by Carpenter or a Restricted Subsidiary within 180 days after such sale, provided that, notwithstanding the foregoing, no retirement referred to in this paragraph may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision. Except as described in "Restrictions on Secured Debt" and "Restrictions on Sales and Leasebacks," the Indenture will not contain any covenants or provisions that may afford holders of the Notes protection in the event of a highly leveraged transaction. Successor Company The Indenture will provide that no consolidation or merger of Carpenter with or into any other corporation and no conveyance, transfer or lease of its properties and assets substantially as an entirety to any person may be made unless (i) the person formed by or resulting from any such consolidation or merger or which shall have received the transfer of such property and assets shall be a corporation organized and existing under the laws of the United States, any State thereof or the District of Columbia and shall expressly assume by a supplemental indenture payment of the principal of, premium (if any) and interest on the Notes and the performance and 16 observance of the Indenture, (ii) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default shall have occurred and be continuing and (iii) Carpenter shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that the consolidation, merger, conveyance, transfer or lease, and if a supplemental indenture is required for such transaction, such supplemental indenture, complies with the above requirements of the Indenture. Events of Default Each of the following will constitute an Event of Default under the Indenture with respect to the Notes: (a) failure to pay principal of or any premium on any Note when due; (b) failure to pay any interest on any Note when due, continued for 30 days; (c) failure to deposit any sinking fund payment, when due, in respect of any Note; (d) failure to perform any other covenant of Carpenter in the Indenture (other than a covenant included in the Indenture solely for the benefit of a series of Securities other than the Notes), continued for 60 days after written notice has been given by the Trustee, or the Holders of at least 25% in principal amount of the Outstanding Notes as provided in the Indenture; (e) certain defaults by Carpenter or any of Carpenter's Restricted Subsidiaries under any bond, debenture, Note or other evidence of indebtedness for money borrowed in excess of $3,000,000, under any capitalized lease or under any mortgage, indenture or instrument, which default (i) consists of a failure to pay any such indebtedness or liability upon its stated maturity or (ii) results in such indebtedness or liability becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, and continuance thereof for 10 days after written notice has been given by the Trustee, or the Holders of at least 25% in principal amount of the Outstanding Notes, as provided in the Indenture; and (f) certain events in bankruptcy, insolvency or reorganization. If an Event of Default (other than an Event of Default described in clause (f) above) with respect to the Notes at the time Outstanding shall occur and be continuing, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Notes by notice as provided in the Indenture may declare the principal amount of the Notes (or, in the case of any Note that is an Original Issue Discount Security or the principal amount of which is not then determinable, such portion of the principal amount of such Note, or such other amount in lieu of such principal amount, as may be specified in the terms of such Note) to be due and payable immediately. If an Event of Default described in clause (f) above with respect to the Notes at the time Outstanding shall occur, the principal amount of all the Notes (or, in the case of any such Original Issue Discount Security or other Note, such specified amount) will automatically, and without any action by the Trustee or any Holder, become immediately due and payable. After any such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the Outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the non-payment of accelerated principal (or other specified amount), have been cured or waived as provided in the Indenture. For information as to waiver of defaults, see "--Modification and Waiver." Subject to the provisions of the Indenture relating to the duties of the Trustee in case an Event of Default shall occur and be continuing, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any of the Holders, unless such Holders shall have offered to the Trustee reasonable indemnity. Subject to such provisions for the indemnification of the Trustee, the Holders of a majority in aggregate principal amount of the Outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Notes. No Holder of a Note will have any right to institute any proceeding with respect to the Indenture, or for the appointment of a receiver or a trustee, or for any other remedy thereunder, unless (i) such Holder has previously given to the Trustee written notice of a continuing Event of Default with respect to the Notes, (ii) the Holders of at least 25% in aggregate principal amount of the Outstanding Notes have made written request, and such Holder or Holders have offered reasonable indemnity, to the Trustee to institute such proceeding as trustee and (iii) the 17 Trustee has failed to institute such proceeding, and has not received from the Holders of a majority in aggregate principal amount of the Outstanding Notes a direction inconsistent with such request, within 60 days after such notice, request and offer. However, such limitations do not apply to a suit instituted by a Holder of a Note for the enforcement of payment of the principal of or any premium or interest on such Note on or after the applicable due date specified in such Note. Carpenter will be required to furnish to the Trustee annually a statement by certain of its officers as to whether or not, to Carpenter's knowledge, Carpenter is in default in the performance or observance of any of the terms, provisions and conditions of the Indenture and, if so, specifying all such known defaults. Modification and Waiver Modifications and amendments of the Indenture may be made by Carpenter and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series affected by such modification or amendment; provided, however, that no such modification or amendment may, without the consent of the Holder of each Outstanding Security affected thereby, (a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, (b) reduce the principal amount of, or any premium or interest on, any Security, (c) reduce the amount of principal of an Original Issue Discount Security or any other Security payable upon acceleration of the Maturity thereof, (d) change the place or currency of payment of principal of, or any premium or interest on, any Security, (e) impair the right to institute suit for the enforcement of any payment on or with respect to any Security, (f) reduce the percentage in principal amount of Outstanding Securities of any series, the consent of whose Holders is required for modification or amendment of the Indenture, (g) reduce the percentage in principal amount of Outstanding Securities of any series necessary for waiver of compliance with certain provisions of the Indenture or for waiver of certain defaults or (h) modify such provisions with respect to modification and waiver. The Holders of a majority in principal amount of the Outstanding Securities of any series may waive compliance by Carpenter with certain restrictive provisions of the Indenture. The Holders of a majority in principal amount of the Outstanding Securities of any series may waive any past default under the Indenture, except a default in the payment of principal, premium or interest and certain covenants and provisions of the Indenture which cannot be amended without the consent of the Holder of each Outstanding Security of such series affected. The Indenture provides that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given or taken any direction, notice, consent, waiver or other action under the Indenture as of any date, (i) the principal amount of an Original Issue Discount Security that will be deemed to be Outstanding will be the amount of the principal thereof that would be due and payable as of such date upon acceleration of the Maturity thereof to such date, (ii) if, as of such date, the principal amount payable at the Stated Maturity of a Security is not determinable (for example, because it is based on an index), the principal amount of such Security deemed to be Outstanding as of such date will be an amount determined in the manner prescribed for such Security and (iii) the principal amount of a Security denominated in one or more foreign currencies or currency units that will be deemed to be Outstanding will be the U.S. dollar equivalent, determined as of such date in the manner prescribed for such Security, of the principal amount of such Security (or, in the case of a Security described in clause (i) or (ii) above, of the amount described in such clause). Certain Securities, including those for whose payment or redemption money has been deposited or set aside in trust for the Holders and those that have been fully defeased pursuant to Section 1302 of the Indenture, will not be deemed to be Outstanding. Except in certain limited circumstances, Carpenter will be entitled to set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give or take any direction, notice, consent, waiver or other action under the Indenture, in the manner and subject to the limitations provided in the Indenture. In certain limited circumstances, the Trustee also will be entitled to set a record date for action by 18 Holders. If a record date is set for any action to be taken by Holders of a particular series such action may be taken only by persons who are Holders of Outstanding Securities of that series on the record date. To be effective, such action must be taken by Holders of the requisite principal amount of such Securities within a specified period following the record date. For any particular record date, this period will be 180 days or such shorter period as may be specified by Carpenter (or the Trustee, if it set the record date), and may be shortened or lengthened (but not beyond 180 days) from time to time. Defeasance and Covenant Defeasance The provisions of Section 1302 of the Indenture, relating to defeasance and discharge of indebtedness, or Section 1303 of the Indenture, relating to defeasance of certain restrictive covenants in the Indenture, are applicable to the Notes. Defeasance and Discharge. The Indenture provides that, upon Carpenter's exercise of its option (if any) to have Section 1302 of the Indenture apply to any Notes, Carpenter will be discharged from all of its obligations with respect to such Notes (except for certain obligations to exchange or register the transfer of Notes, to replace stolen, lost or mutilated Notes, to maintain paying agencies and to hold moneys for payment in trust) upon the deposit in trust for the benefit of the Holders of such Notes of money or U.S. Government Obligations, or both, which, through the payment of principal and interest in respect thereof in accordance with their terms, will provide money in an amount sufficient to pay the principal of and any premium and interest on such Notes on the respective Stated Maturities in accordance with the terms of the Indenture and such Notes. Such defeasance or discharge may occur only if, among other things, Carpenter has delivered to the Trustee an Opinion of Counsel to the effect that Carpenter has received from, or there has been published by, the United States Internal Revenue Service a ruling, or there has been a change in tax law, in either case to the effect that Holders of such Notes will not recognize gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge were not to occur. Defeasance of Certain Covenants. The Indenture provides that, upon Carpenter's exercise of its option (if any) to have Section 1303 of the Indenture apply to any Notes, Carpenter may omit to comply with certain restrictive covenants, including those described under "--Certain Covenants," and the occurrence of certain Events of Default, which are described above in clause (d) (with respect to such restrictive covenants) and clause (e) under "--Events of Default," will be deemed not to be or result in an Event of Default, in each case with respect to such Notes. In order to exercise such option, Carpenter will be required to deposit, in trust for the benefit of the Holders of such Notes, money or U.S. Government Obligations, or both, which, through the payment of principal and interest in respect thereof in accordance with their terms, will provide money in an amount sufficient to pay the principal of and any premium and interest on such Notes on the respective Stated Maturities in accordance with the terms of the Indenture and such Notes. Carpenter will also be required, among other things, to deliver to the Trustee an Opinion of Counsel to the effect that Holders of such Notes will not recognize gain or loss for federal income tax purposes as a result of such deposit and defeasance of certain obligations and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and defeasance were not to occur. In the event Carpenter exercised this option with respect to any Notes and such Notes were declared due and payable because of the occurrence of any Event of Default, the amount of money and U.S. Government Obligations so deposited in trust would be sufficient to pay amounts due on such Notes at the time of their respective Stated Maturities but may not be sufficient to pay amounts due on such Notes upon any acceleration resulting from such Event of Default. In such case, Carpenter would remain liable for such payments. Notices Notices to Holders of Notes will be given by mail to the addresses of such Holders as they may appear in the Security Register. Title Carpenter, the Trustee and any agent of Carpenter or the Trustee may treat the person in whose name a Note is registered as the absolute owner thereof (whether or not such Note may be overdue) for the purpose of making payment and for all other purposes. 19 Governing Law The Indenture and the Notes will be governed by, and construed in accordance with, the law of the State of New York. Regarding the Trustee U.S. Bank Trust National Association, formerly known as First Trust of New York, National Association, is the successor Trustee under the Indenture. U.S. Bank Trust National Association also acts as the successor trustee under the Indenture for Carpenter's 9% Debentures due 2022 (the "9% Indenture"). Upon the occurrence of an Event of Default, or any event of default under the 9% Indenture, the Trustee may be deemed to have a conflicting interest with respect to the Securities for purposes of the Trust Indenture Act of 1939, and, accordingly, may be required to resign as Trustee under the Indenture. Certain Definitions "Attributable Debt" means, as to any particular lease under which any person is at the time liable and at any date as of which the amount thereof is to be determined, the total net amount of rent required to be paid by such person under such lease during the remaining primary term thereof, discounted from the respective due dates thereof to such date at the same rate per annum as the rate of interest borne by the Outstanding Notes, on a weighted average basis. The net amount of rent required to be paid under any such lease for any such period shall be the aggregate amount of the rent payable by the lessee with respect to such period after excluding amounts required to be paid on account of maintenance and repairs, insurance, taxes, assessments, water rates and similar charges. In the case of any lease which is terminable by the lessee upon the payment of a penalty, such net amount shall also include the amount of such penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated. "Capital Stock" as applied to the stock of any corporation, means the capital stock of every class whether now or hereafter authorized, regardless of whether such capital stock shall be limited to a fixed sum or percentage with respect to the rights of the holders thereof to participate in dividends and in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding up of such corporation. "Consolidated Net Tangible Assets" means the aggregate amount of assets (less applicable reserves and other properly deductible items) after deducting therefrom (i) all liabilities other than (a) deferred income taxes, (b) Funded Debt and (c) shareholders' equity (including all preferred stock whether or not redeemable) and (ii) all goodwill, trade names, trademarks, patents, organization expenses and other like intangibles, all as set forth on the most recent balance sheet of Carpenter and its consolidated Subsidiaries and computed in accordance with generally accepted accounting principles. "Funded Debt" means (i) all indebtedness for money borrowed having a maturity of more than 12 months from the date as of which the determination is made or having a maturity of 12 months or less but by its terms being renewable or extendible beyond 12 months from such date at the option of the borrower and (ii) rental obligations payable more than 12 months from such date under leases which are capitalized in accordance with generally accepted accounting principles (such rental obligations to be included as Funded Debt at the amount so capitalized at the date of such computation and to be included for the purposes of the definition of Consolidated Net Tangible Assets both as an asset and as Funded Debt at the respective amounts so capitalized). "Principal Property" means any manufacturing or processing plant or warehouse owned at the date of the Indenture or thereafter acquired by Carpenter or any Restricted Subsidiary of Carpenter which is located within the United States of America and the gross book value (including related land and improvements thereon and all 20 machinery and equipment included therein without deduction of any depreciation reserves) of which on the date as of which the determination is being made exceeds 2% of Consolidated Net Tangible Assets, other than (i) any property which in the opinion of Carpenter's Board of Directors is not of material importance to the total business conducted by Carpenter as an entirety or (ii) any portion of a particular property which is similarly found not to be of material importance to the use or operation of such property. "Restricted Subsidiary" means a Subsidiary of Carpenter (i) substantially all the property of which is located, or substantially all the business of which is carried on, within the United States of America and (ii) which owns a Principal Property. "Subsidiary" means any corporation more than 50% of the outstanding voting stock of which is owned or controlled, directly or indirectly, by (i) Carpenter, (ii) Carpenter and one or more Subsidiaries or (iii) one or more Subsidiaries. For the purposes of this definition, "voting stock" means stock which ordinarily has voting power for the election of directors, whether at all times or only so long as no senior class has such voting power by reason of any contingency. "U.S. Government Obligation" means (x) any security which is (i) a direct obligation of the United States of America for the payment of which the full faith and credit of the United States of America is pledged or (ii) an obligation of a person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government Obligation which is specified in clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any such payment of principal of or interest on any U.S. Government Obligation which is so specified and held, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt. 21 THE EXCHANGE OFFER Purpose and Effect of the Exchange Offer We issued and sold the old notes to the initial purchasers on August 13, 2001. The initial purchasers subsequently sold the old notes to qualified institutional buyers in reliance on Rule 144A under the Securities Act. Because the old notes are subject to transfer restrictions, we and the initial purchasers entered into an exchange offer and registration rights agreement dated August 13, 2001 under which we agreed: . not later than 60 days following August 13, 2001, to prepare and file with the SEC the registration statement of which this prospectus is a part; . not later than 120 days following August 13, 2001, to use our reasonable best efforts to cause the registration statement to become effective under the Securities Act; . upon the effectiveness of the registration statement, to offer the new notes in exchange for surrender of the old notes; and . to keep the exchange offer open for not less than 20 business days (or longer if required by applicable law) after the date notice of the exchange offer is mailed to the holders of the old notes. The registration statement is intended to satisfy in part our obligations relating to the old notes under the exchange and registration rights agreement. Under existing interpretations of the SEC, the new notes will be freely transferable by holders other than our affiliates after the exchange offer without further registration under the Securities Act if the holder of the new notes represents that: . it is acquiring the new notes in the ordinary course of its business; . it has no arrangement or understanding with any person to participate in the distribution of the new notes; . it is not our affiliate, as that term is interpreted by the SEC; and . is not an agent, as that term is interpreted by the SEC, holding securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution. However, broker-dealers receiving new notes in the exchange offer will have a prospectus delivery requirement regarding resales of the new notes. The SEC has taken the position that broker-dealers receiving new notes in the exchange offer may fulfill their prospectus delivery requirements relating to new notes (other than a resale of an unsold allotment from the original sale of the old notes) with this prospectus. Under the exchange and registration rights agreement, we are required to allow broker-dealers receiving new notes in the exchange offer and other persons, if any, with similar prospectus delivery requirements to use this prospectus in connection with the resale of the new notes. Each broker-dealer that receives new notes for its own account in exchange for old notes, where the old notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. See "Plan of Distribution." Terms of Exchange Offer; Period for Tendering Old Notes Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal (which together constitute the exchange offer), we will accept for exchange old notes which are properly tendered on or prior to the expiration date of the exchange offer and not withdrawn as permitted below. The expiration date of the exchange offer shall be 5:00 p.m., New York City time, on , 2001, unless extended by us, in our sole discretion. As of the date of this prospectus, $100.0 million aggregate principal amount of the old notes are outstanding. This prospectus, together with the letter of transmittal, is first being sent on or about , 2001 to all holders of old notes known to us. Our obligation to accept old notes for exchange pursuant to the exchange offer is subject to conditions as set forth under "--Conditions to the Exchange Offer" below. 22 We expressly reserve the right, at any time or from time to time, to extend the period of time during which the exchange offer is open, and thereby delay acceptance for any exchange of any old notes, by giving notice of the extension to the holders of old notes as described below. During any extension, all old notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by us. Any old notes not accepted for exchange for any reason will be returned without expense to the tendering holder as promptly as practicable after the expiration or termination of the exchange offer. We expressly reserve the right to amend or terminate the exchange offer, and not to accept for exchange any old notes not previously accepted for exchange, upon the occurrence of any of the conditions of the exchange offer specified below under "--Conditions to the Exchange Offer." We will give notice of any extension, amendment, non-acceptance or termination to the holders of the old notes as promptly as practicable, the notice in the case of any extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date of the exchange offer. Holders of old notes do not have any appraisal or dissenters' rights under the Delaware General Corporation Law in connection with the exchange offer. Procedures for Tendering Old Notes The tender to us of old notes by a holder of old notes as set forth below and the acceptance of the tender by us will constitute a binding agreement between the tendering holder and us upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal. Except as set forth below, a holder who wishes to tender old notes for exchange under the exchange offer must transmit a properly completed and duly executed letter of transmittal, including all other documents required by the letter of transmittal, at the address set forth below under "--Exchange Agent" on or prior to the expiration date of the exchange offer. In addition, the exchange agent must receive: . certificates for the old notes along with the letter of transmittal, or . prior to the expiration date of the exchange offer, a timely confirmation of a book-entry transfer of the old notes into the exchange agent's account at The Depository Trust Company in accordance with the procedure for book-entry transfer described below, or . the holder must comply with the guaranteed delivery procedure described below. The method of delivery of old notes, letters of transmittal and all other required documents is at your election and risk. If delivery is by mail, we recommend that you use registered mail, properly insured, with return receipt requested. In all cases, you should allow sufficient time to assure timely delivery. You should not send letters of transmittal or old notes to us. Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed unless the old notes surrendered for exchange are tendered: . by a registered holder of the old notes who has not completed the box entitled "Special Issuance Instruction" or "Special Delivery Instruction" on the letter of transmittal; or . for the account of a firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States. In the event the signatures on a letter of transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, the guarantees must be by a firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company having an office or correspondent in the United States. If old notes are registered in the name of a person other than a signer of the letter of transmittal, the old notes surrendered for exchange must be endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by us in our sole discretion, duly executed by the registered holder with the signature on the old notes or the written instrument or instruments of transfer or exchange guaranteed by a firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States. 23 Any beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and who wishes to tender, should contact the registered holder promptly and instruct the registered holder to tender on the beneficial owner's behalf. If the beneficial owner wishes to tender on the owner's own behalf, the owner must, prior to completing and executing the letter of transmittal and delivering the owner's old notes, either (1) make appropriate arrangements to register ownership of the old notes in the owner's name or (2) obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of old notes tendered for exchange will be determined by us in our sole discretion. This determination shall be final and binding. We reserve the absolute right to reject any and all tenders of any old notes not properly tendered or to not accept any old notes which acceptance might, in our judgment or our counsel's judgment, be unlawful. We also reserve the absolute right to waive any defects or irregularities or conditions of the exchange offer as to any old notes either before or after the expiration date of the exchange offer (including the right to waive the ineligibility of any holder who seeks to tender old notes in the exchange offer). The interpretations of the terms and conditions of the exchange offer as to any old notes either before or after the expiration date of the exchange offer (including the letter of transmittal and the instructions to the letter of transmittal) by us shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes for exchange must be cured within a reasonable period of time as we shall determine. Neither we, the exchange agent nor any other person shall be under any duty to give notification of any defect or irregularity regarding any tender of old notes for exchange, nor shall any of them incur any liability for failure to give notification. If the letter of transmittal or any old notes or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporation or others acting in a fiduciary or representative capacity, these persons should so indicate when signing, and, unless waived by us, proper evidence satisfactory to us of their authority to so act must be submitted. By tendering, each holder of old notes will represent to us in writing that, among other things: . the new notes acquired in the exchange offer are being obtained in the ordinary course of business of the holder and any beneficial holder; . neither the holder nor any beneficial holder has an arrangement or understanding with any person to participate in the distribution of the new notes; and . neither the holder nor any other person is an "affiliate," as defined under Rule 405 of the Securities Act, of our company. If the holder is not a broker-dealer, the holder must represent that it is not engaged in or does it intend to engage in distribution of the new notes. If any holder or any other person is an "affiliate," as defined under Rule 405 of the Securities Act, of ours, or is engaged in, or intends to engage in, or has an arrangement or understanding with any person to participate in, a distribution of the new notes to be acquired in the exchange offer, the holder or any other person must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. If any holder is a broker-dealer, the holder must represent that it will receive new notes for its own account in exchange for old notes that were acquired as a result of market-making activities or other trading activities. Each broker-dealer that receives new notes for its own account in exchange for old notes, where the old notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. See "Plan of Distribution." Acceptance of Old Notes for Exchange; Delivery of New Notes Upon satisfaction or waiver of all of the conditions to the exchange offer, we will accept, as soon as is reasonably practicable after the expiration date of the exchange offer, all old notes properly tendered, and will issue the new notes as soon as is reasonably practicable after acceptance of the old notes. See "--Conditions to the Exchange Offer" below. For purposes of the exchange offer, we shall be deemed to have accepted properly tendered old notes for exchange when, as and if we have given oral and written notice to the exchange agent. 24 The new notes will bear interest from the most recent date to which interest has been paid on the old notes, or if no interest has been paid on old notes, from August 13, 2001. Accordingly, registered holders of new notes on the relevant record date for the first interest payment date following the consummation of the exchange offer will receive interest accruing from the most recent date to which interest has been paid or, if no interest has been paid, from August 13, 2001. Old notes accepted for exchange will cease to accrue interest from and after the date of consummation of the exchange offer. Holders of old notes whose old notes are accepted for exchange will not receive any payment for accrued interest on the old notes otherwise payable on any interest payment date the record date for which occurs on or after consummation of the exchange offer and will be deemed to have waived their rights to receive accrued interest on the old notes. In all cases, issuance of new notes for old notes that are accepted for exchange in the exchange offer will be made only after timely receipt by the exchange agent of (1) certificates for the old notes or a timely confirmation of book-entry transfer of the old notes into the exchange agent's account at The Depository Trust Company, (2) a properly completed and duly executed letter of transmittal and (3) all other required documents. If any tendered old notes are not accepted for any reason set forth in the terms and conditions of the exchange offer or if old notes are submitted for a greater principal amount than the holder desires to exchange, the unaccepted or non-exchanged old notes will be returned without expense to the tendering holder of the old notes (or, in the case of old notes tendered by book-entry transfer into the exchange agent's account at The Depository Trust Company according to the book-entry transfer procedures described below, the non-exchanged old notes will be credited to an account maintained with the Depository Trust Company) as promptly as practicable after the expiration of the exchange offer. Book-Entry Transfer Any financial institution that is a participant in The Depository Trust Company's systems may make book-entry delivery of old notes by causing The Depository Trust Company to transfer the old notes into the exchange agent's account at The Depository Trust Company in accordance with The Depository Trust Company's procedures for transfer. However, although delivery of old notes may be affected through book-entry transfer at The Depository Trust Company, the letter of transmittal or facsimile of the letter of transmittal with any required signature guarantees and any other required documents must, in any case, be transmitted to and received by the exchange agent at the address set forth below under "--Exchange Agent" on or prior to the expiration date of the exchange offer, unless the holder has strictly complied with the guaranteed delivery procedures described below. We understand that the exchange agent has confirmed with The Depository Trust Company that any financial institution that is a participant in The Depository Trust Company's system may utilize The Depository Trust Company's Automated Tender Offer Program to tender old notes. We further understand that the exchange agent will request, within two business days after the date the exchange offer commences, that The Depository Trust Company establish an account for the old notes for the purpose of facilitating the exchange offer, and any participant may make book-entry delivery of old notes by causing The Depository Trust Company to transfer the old notes into the exchange agent's account in accordance with The Depository Trust Company's Automated Tender Offer Program procedures for transfer. However, the exchange of the old notes so tendered will only be made after timely confirmation of the book-entry transfer and timely receipt by the exchange agent of, in addition to any other documents required, an appropriate letter of transmittal with any required signature guarantee and an agent's message, which is a message, transmitted by The Depository Trust Company and received by the exchange agent and forming part of a confirmation of a book-entry transfer, which states that The Depository Trust Company has received an express acknowledgement from a participant tendering old notes which are the subject of the confirmation of a book-entry transfer and that the participant has received and agrees to be bound by the terms of the letter of transmittal and that we may enforce the agreement against that participant. Guaranteed Delivery Procedures If a registered holder of the old notes desires to tender the old notes and the old notes are not immediately available, or time will not permit the holder's old notes or other required documents to reach the exchange agent 25 before the expiration date of the exchange offer, or the procedure for book-entry transfer cannot be completed on a timely basis, a tender may nonetheless be effected if: . the tender is made through a firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States; . prior to the expiration date of the exchange offer, the exchange agent received from the firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States a properly completed and duly executed letter of transmittal (or a facsimile of the letter of transmittal) and Notice of Guaranteed Delivery, substantially in the form provided by us (by telegram, telex, facsimile transmission, mail or hand delivery), setting forth the name and address of the holder of old notes and the amount of old notes tendered, stating that the tender is being made and guaranteeing that within five New York Stock Exchange trading days after the date of execution of the Notice of Guaranteed Delivery, the certificates for all physically tendered old notes, in proper form for transfer, or a confirmation of a book-entry transfer, as the case may be, and any other documents required by the letter of transmittal will be deposited by the firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or commercial bank or trust company having an office or correspondent in the United States with the exchange agent; and . the certificates for all physically tendered old notes, in proper form for transfer, or a confirmation of a book-entry transfer, as the case may be, and all other documents required by the letter of transmittal are received by the exchange agent within five New York Stock Exchange trading days after the date of execution of the Notice of Guaranteed Delivery. Withdrawal Rights Tenders of old notes may be withdrawn at any time prior to the expiration date of the exchange offer. For a withdrawal to be effective, a written notice of withdrawal must be received by the exchange agent at the address set forth below under "--Exchange Agent." Any notice of withdrawal must: . specify the name of the person having tendered the old notes to be withdrawn; . identify the old notes to be withdrawn (including the principal amount of the old notes); and . where certificates for old notes have been transmitted specify the name in which the old notes are registered, if different from that of the withdrawing holder. If certificates for old notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of the certificates, the withdrawing holder must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with signatures guaranteed by a firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States unless the holder is a firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States. If old notes have been tendered in accordance with the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at The Depository Trust Company to be credited with the withdrawn old notes and otherwise comply with the procedures of the facility. All questions as to the validity, form and eligibility (including time of receipt) of the notices will be determined by us, whose determination shall be final and binding on all parties. Any old notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any old notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder without cost to the holder (or in the case of old notes tendered by book-entry transfer into the exchange agent's account at The Depository 26 Trust Company according to the book-entry transfer procedures described above, the old notes will be credited to an account maintained with The Depository Trust Company for the old notes) as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn old notes may be retendered by following one of the procedures described under "--Procedures for Tendering Old Notes" above at any time on or prior to the expiration date of the exchange offer. Conditions To The Exchange Offer Notwithstanding any other provision of the exchange offer, we shall not be required to accept for exchange, or to issue new notes in exchange for, any old notes and may terminate or amend the exchange offer if at any time before the acceptance of the old notes for exchange or the exchange of new notes for the old notes, we determine that: . the exchange offer does not comply with any applicable law or any applicable interpretation of the staff of the Securities and Exchange Commission; . we have not received all applicable governmental approvals; or . any actions or proceedings of any governmental agency or court exist which could materially impair our ability to consummate the exchange offer. The foregoing conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any condition or may be waived by us in whole or in part at any time and from time to time in our reasonable discretion. Our failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of that right and each right shall be deemed an ongoing right which may be asserted at any time and from time to time. In addition, we will not accept for exchange any old notes tendered, and no new notes will be issued in exchange for any old notes, if at that time any stop order shall be threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act of 1939, as amended. In any event we are required to use every reasonable effort to obtain the withdrawal of any stop order at the earliest possible time. Exchange Agent U.S. Bank Trust National Association has been appointed as the exchange agent for the exchange offer. All executed letters of transmittal should be directed to the exchange agent at the address set forth below. Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and request for Notices of Guaranteed Delivery should be directed to the exchange agent addressed as follows: U.S. Bank Trust National Association 100 Wall Street Suite 1600 New York, NY 10005 Delivery other than as set forth above will not constitute a valid delivery. Fees and Expenses We will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. The principal solicitation is being made by mail; however, additional solicitations may be made in person or by telephone by our officers and employees. The expenses to be incurred in connection with the exchange offer will be paid by us. These expenses include fees and expenses of the exchange agent and trustee under the indenture governing the notes, accounting and legal fees and printing costs, among others. 27 Accounting Treatment The new notes will be recorded at the same carrying amount as the old notes, which is the principal amount as reflected in our accounting records on the date of the exchange and, accordingly, no gain or loss will be recognized. The debt issuance costs will be capitalized and amortized to interest expense over the term of the new notes. Transfer Taxes Holders who tender their old notes for exchange will not be obligated to pay any transfer taxes in connection with the tender, except that holders who instruct us to register new notes in the name of, or request that old notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer tax thereon. Consequences of Failure To Exchange; Resales of New Notes Holders of old notes who do not exchange their old notes for new notes in the exchange offer will continue to be subject to the restrictions on transfer of the old notes as set forth in the legend on the old notes as a consequence of the issuance of the old notes in accordance with exemptions from, or in transactions not subject to, the registration requirements of, the Securities Act and applicable state securities laws. Old notes not exchanged in accordance with the exchange offer will continue to accrue interest at 7 5/8% per annum and will otherwise remain outstanding in accordance with their terms. Holders of old notes do not have any appraisal or dissenters' rights under the Delaware General Corporation Law in connection with the exchange offer. In general, the old notes may not be offered or sold unless registered under the Securities Act, except in accordance with an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not currently anticipate that we will register the old notes under the Securities Act. However, (1) if because of any change in law or applicable interpretations by the staff of the SEC, we are not permitted to effect the exchange offer, (2) if the exchange offer is not consummated within 150 days after August 13, 2001, (3) if any of the old notes tendered pursuant to the exchange offer are not exchanged for new notes within 10 days of being accepted in the exchange offer, (4) if any initial purchaser so requests with respect to the old notes not eligible be exchanged for new notes in the exchange offer and held by it following consummation of the exchange offer, (5) if any applicable law or interpretations do not permit any holder to participate in the exchange offer or (6) if any holder of old notes that participates in the exchange offer, does not receive new notes in exchange for old notes that may be sold without restriction under state and federal securities laws, we are obligated to file a shelf registration statement on the appropriate form under the Securities Act relating to the old notes held by such persons. Based on interpretive letters issued by the staff of the SEC to third parties in unrelated transactions, we are of the view that new notes issued in accordance with the exchange offer may be offered for resale, resold or otherwise transferred by the holders (other than (1) any holder which is an "affiliate" of us within the meaning of Rule 405 under the Securities Act or (2) any broker-dealer that purchases notes from us to resell in accordance with Rule 144A or any other available exemption) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the new notes are acquired in the ordinary course of the holders' business and the holders have no arrangement or understanding with any person to participate in the distribution of the new notes. If any holder has any arrangement or understanding regarding the distribution of the new notes to be acquired in accordance with the exchange offer, the holder (1) could not rely on the applicable interpretations of the staff of the SEC and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. A broker-dealer who holds old notes that were acquired for its own account as a result of market-making or other trading activities may be deemed to be an "underwriter" within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of new notes. Each broker-dealer that receives new notes for its own account in exchange for old notes, where the old notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge in the letter of 28 transmittal that it will deliver a prospectus in connection with any resale of the new notes. See "Plan of Distribution." We have not requested the staff of the SEC to consider the exchange offer in the context of a no-action letter, and there can be no assurance that the staff would take positions similar to those taken in the interpretive letters referred to above if we were to make a no-action request. In addition, to comply with the securities laws of applicable jurisdictions, the new notes may not be offered or sold unless they have been registered or qualified for sale in the applicable jurisdictions or an exemption from registration or qualification is available and is complied with. We have agreed, under the registration rights agreement and subject to specified limitations therein, to register or qualify the new notes for offer or sale under the securities or blue sky laws of the applicable jurisdictions in the United States as any selling holder of the notes reasonably requests in writing. 29 PLAN OF DISTRIBUTION Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. This prospectus as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where the old notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date of the exchange offer, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 2001 (90 days after the date of this prospectus), all dealers effecting transactions in the new notes may be required to deliver a prospectus. We will not receive any proceeds from any sale of new notes by broker-dealers. New notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new notes or a combination of those methods of resale, at market prices prevailing at the time of resale, at or to or through brokers or dealers who may receive compensation in the form of commissions or concessions that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of the new notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any resale of new notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. For a period of 180 days after the expiration date of the exchange offer, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer (including the expenses of one counsel for the holders of the notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. 30 UNITED STATES FEDERAL INCOME TAX CONSEQUENCES The following is a summary of the material United States federal income tax consequences of the exchange offer and the ownership and disposition of the new notes. Unless otherwise stated, this summary deals only with the new notes received in the exchange offer in exchange for the old notes that were purchased for cash on original issue. This summary assumes that the old notes were and the new notes are held as capital assets. For purposes of this summary, U.S. holders are holders of new notes that are: (1)citizens or residents of the United States, (2)corporations or other entities taxable as corporations created or organized in or under the laws of the United States, any state thereof or the District of Columbia, (3)estates, the income of which is subject to United States federal income taxation regardless of its source, or (4)trusts if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and (B) one or more United States persons have the authority to control all substantial decisions of the trust. If a partnership or other entity treated as a partnership for United States federal income tax purposes holds new notes, the tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. If you are a partner of a partnership holding notes, we suggest that you consult your tax advisor. This summary does not deal with special classes of holders such as banks, thrifts, real estate investment trusts, regulated investment companies, insurance companies, dealers in securities or currencies, or tax-exempt investors and does not discuss securities held as part of a hedge, straddle, "synthetic security" or other integrated transaction. This summary also does not address the tax consequences to persons that have a functional currency other than the U.S. dollar or the tax consequences to shareholders, partners or beneficiaries of a holder of securities. Further, it does not include any description of any alternative minimum tax consequences or the tax laws of any state or local government or of any foreign government that may be applicable to the notes. This summary is based on the Internal Revenue Code, the Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof, all as of the date hereof, and all of which are subject to change, possibly on a retroactive basis. You should consult with your own tax advisor regarding the federal, state, local and foreign income, franchise, personal property, and any other tax consequences of the exchange offer and the ownership and disposition of the new notes. Tax Consequences to U.S. Holders This subsection describes the material United States federal income tax consequences of the exchange offer and of owning, selling and disposing of the new notes. The Exchange Offer The exchange of old notes for new notes in the exchange offer should not be a taxable event for holders because there should not be a significant modification of the terms of the notes. Instead, the notes will be treated as a continuation of the old notes for federal income tax purposes. Therefore, if you exchange your old notes for new notes pursuant to the exchange offer: (1)you will not recognize gain or loss in connection with the exchange offer; (2)you will have the same tax basis in the new notes that you had in the old notes immediately prior to the exchange offer; 31 (3)you will have the same holding period in the new notes that you had in the old notes immediately prior to the exchange; and (4)the federal income tax consequences associated with owning the old notes will continue to apply to the new notes. Interest Income Under applicable Treasury Regulations, the old notes are not treated as having been issued with original issue discount because the difference between the old note's stated redemption price at maturity ($1,000 per note) and their issue price ($994.21 per note) is considered to be de minimis. Because the new notes are treated as a continuation of the old notes, a new note received in the exchange offer for an old note will have the same original issue discount characteristics as the old note for which it is exchanged. As a result: . If you are a cash method taxpayer, you must report the stated interest on the new note in your income when it is received by you. . If you are an accrual method taxpayer, you must report the stated interest on the new note as it accrues. . You will not be required to include the de minimis original issue discount in your income as it accrues. Instead, you will include such discount in your computation of gain or loss when you sell, exchange or otherwise dispose of the new note (including by way of retirement or redemption). Sale or Exchange of Notes A holder will generally recognize taxable gain or loss equal to the difference between the amount realized on the sale, exchange or other disposition of the new note and the holder's adjusted tax basis in the new note. A holder who exchanged old notes for new notes in the exchange offer will have the same basis in the new note that the holder had in the old note. Gain recognized on the sale of a new note will be long term capital gain provided the holder's holding period for the new note exceeds one year. A holder's holding period for the old notes will be added to the holder's holding period in the new notes, if the holder participates in the exchange offer. In the case of a holder other than a corporation, the current maximum marginal United States federal income tax rate applicable to long term capital gain recognized on the sale of a note is 20% (or 18% if held more than five years). If the selling price is less than the holder's adjusted tax basis, the holder will recognize a capital loss. Capital losses cannot be applied to offset ordinary income for United States federal income tax purposes except that a non-corporate taxpayer may offset a capital loss against ordinary income to the extent of $3,000 per year (or $1,500 per year for a married person filing a separate return). Information Reporting and Backup Withholding Tax In general, information reporting requirements will apply to payments of principal and interest on the new notes and payments of the proceeds of the sale of the new notes, and backup withholding tax (currently at a rate of 30.5%) may apply to those payments if: (i)the holder fails to furnish or certify his correct taxpayer identification number to us in the manner required, (ii)we are notified by the Internal Revenue Service that the holder has failed to report payments of interest and dividends properly, or (iii)under certain circumstances, the holder fails to certify that the holder has not been notified by the Internal Revenue Service that the holder is subject to backup withholding for failure to report interest and dividend payments. 32 Any amounts withheld under the backup withholding rules from a payment to a holder will be allowed as a credit against the holder's United States federal income tax and may entitle the holder to a refund, provided that the required information is furnished to the Internal Revenue Service. Non-U.S. Holders of New Notes The rules governing United States federal income taxation of a beneficial owner of new notes that, for United States federal income tax purposes, is a holder who is not a United States person as that term is defined in the Internal Revenue Code are complex and no attempt will be made herein to provide more than a summary of those rules. Non-U.S. holders should consult with their own tax advisors to determine the effect of federal, state, local and foreign income tax laws, as well as treaties, with regard to an investment in the notes, including any reporting requirements. This discussion assumes that the note or interest payment is not subject to the rules of Section 871(h)(4)(A) of the Internal Revenue Code, relating to interest payments that are determined by reference to income, profits, changes in value of property or other attributes of Carpenter or a related party. Interest Income Generally, interest income of a non-U.S. holder that is not effectively connected with a United States trade or business will be subject to a withholding tax at a 30% rate (or, if applicable, a lower tax rate specified by a treaty). However, interest income earned on a new note held by a non-U.S. holder will qualify for the "portfolio interest" exemption and therefore will not be subject to United States federal income tax or withholding tax, provided that the interest income is not effectively connected with a United States trade or business of the non-U.S. holder and provided that: (1)the non-U.S. holder does not actually or constructively own 10% of more of the total combined voting power of all classes of our stock entitled to vote; (2)the non-U.S. holder is not a controlled foreign corporation that is related to us through stock ownership; (3)the non-U.S. holder is not a bank which acquired the note in consideration for an extension of credit made pursuant to a loan agreement entered into in the ordinary course of business; and (4)either (A) the non-U.S. holder certifies to us or our or its agent, under penalties of perjury, that it is not a United States person and provides its name and address or (B) an authorized representative of a securities clearing organization, bank or other financial institution that holds customer securities in the ordinary course of its trade or business and holds the notes in that capacity, certifies to us or our agent, under penalties of perjury, that such a statement on Form W-8BEN or a similar substitute has been received from the beneficial owner by it or by a financial institution between it and the beneficial owner and furnishes to us or our agent a copy thereof. Except to the extent that an applicable treaty otherwise provides, a non-U.S. holder generally will be taxed with respect to interest in the same manner as a holder that is a United States person if the interest is effectively connected with a United States trade or business of the non-U.S. holder. Effectively connected interest income received or accrued by a corporate non-U.S. holder may also, under certain circumstances, be subject to an additional "branch profits" tax at a 30% rate (or, if applicable, at a lower tax rate specified by a treaty). Even though such effectively connected income is subject to income tax, and may be subject to the branch profits tax, it is not subject to withholding tax if the non-U.S. holder delivers a properly executed Internal Revenue Service Form W-8ECI (or successor form) to the payor. Sale or Exchange of New Notes A non-U.S. holder generally will not be subject to United States federal income tax or withholding tax on any gain realized on the sale, exchange or other disposition of a new note unless: (1)the gain is effectively connected with the conduct of a United States trade or business of the non-U.S. holder, 33 (2)in the case of a non-U.S. holder who is an individual, such holder is present in the United States for a period or periods aggregating 183 days or more during the taxable year of the disposition, or (3)the non-U.S. holder is subject to tax pursuant to the provisions of the Internal Revenue Code applicable to certain United States expatriates. Information Reporting and Backup Withholding Tax United States backup withholding tax will not apply to payments on the new notes to a non-U.S. holder if the statement described in "Interest Income" is duly provided by such holder, provided that the payor does not have actual knowledge that the holder is a United States person. Information reporting may still apply with respect to payments of interest. Information reporting and backup withholding tax will not apply to payments of the proceeds of the sale of new notes to a non-U.S. holder effected by a broker, provided that either a sale occurs through a foreign office of a foreign broker that has no connection with the United States, as described in applicable regulations or such broker has in its records certain documentary evidence allowed by Treasury regulations that the beneficial owner is a non-U.S. holder, certain other conditions are met, and the broker does not have actual knowledge that the holder is a United States person. The United States federal income tax discussion set forth above is included for general information only and may not be applicable depending upon a holder's particular situation. Holders should consult their tax advisors with respect to the tax consequences to them of the purchase, ownership and disposition of the notes, including the tax consequences under state, local, foreign and other tax laws and the possible effects of changes in United States federal or other tax laws. 34 LEGAL MATTERS The validity of the notes will be passed upon for Carpenter by Dechert, Philadelphia, Pennsylvania. EXPERTS The financial statements of Carpenter Technology Corporation incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended June 30, 2001 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, given on the authority of said firm as experts in auditing and accounting. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The Commission permits us to "incorporate by reference" certain of our publicly-filed documents into this prospectus, which means that information included in those documents is considered part of this prospectus. Information that we file with the Commission after the effective date of this prospectus will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings made with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, or until we terminate the effectiveness of this registration statement. The following documents filed by us with the Commission are incorporated by reference in this prospectus: 1. Our Annual Report on Form 10-K filed on September 24, 2001. 2. Our Definitive Proxy Statement filed on September 24, 2001. 3. Our Current Report on Form 8-K filed on August 21, 2001. 4. Our Current Report on Form 8-K filed on July 27, 2001. 5. Our Current Report on Form 8-K filed on July 10, 2001. WHERE YOU CAN FIND MORE INFORMATION Carpenter Technology Corporation files annual and quarterly reports with the Commission. These documents include specific information regarding Carpenter Technology Corporation. These documents, including exhibits and schedules thereto, may be inspected without charge at the Commission's principal office in Washington, D.C., and copies of all or any part thereof may be obtained from the Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional office located at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 after payment of fees prescribed by the Commission. The Commission also maintains a World Wide Web site which provides online access to reports, proxy and information statements and other information regarding registrants that file electronically with the Commission at the address http://www.sec.gov. We have filed with the SEC a registration statement on Form S-4 under the Securities Act of 1933, covering the notes to be issued in the exchange offer (Registration No. ). This prospectus, which is a part of the registration statement, does not contain all of the information included in the registration statement. Any statement made in this prospectus concerning the contents of any contract, agreement or other document is not necessarily complete. For further information regarding our company and the notes to be issued in the exchange offer, please reference the registration statement, including its exhibits. If we have filed any contract, agreement or other document as an exhibit to the registration statement, you should read the exhibit for a more complete understanding of the documents or matter involved. 35 [LOGO] CARPENTER Until , all dealers that effect transactions in these securities, whether or not participating in this exchange offer may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 20. Indemnification of Directors and Officers Under Section 145 of the General Corporation Law of the State of Delaware, Carpenter has broad powers to indemnify its directors and officers against liabilities they may incur in such capacities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). Carpenter's bylaws also provide for mandatory indemnification of its directors and executive officers, and permissive indemnification of its employees and agents, to the fullest extent permissible under Delaware law. Carpenter's certificate of incorporation provides that the liability of its directors for monetary damages shall be eliminated to the fullest extent permissible under Delaware law. Pursuant to Delaware law, this includes elimination of liability for monetary damages for breach of the directors' fiduciary duty of care to Carpenter and its stockholders. These provisions do not eliminate the directors' duty of care and, in appropriate circumstances, equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Delaware law. In addition, each director will continue to be subject to liability for breach of the director's duty of loyalty to Carpenter, for acts or omissions not in good faith or involving intentional misconduct, for knowing violations of law, for any transaction from which the director derived an improper personal benefit, and for payment of dividends or approval of stock repurchases or redemptions that are unlawful under Delaware law. The provision also does not affect a director's responsibilities under any other laws, such as the federal securities laws or state or federal environmental laws. Item 21. Exhibits and Financial Statement Schedules (1) Exhibits Incorporated by reference to the Exhibit Index following page II-4. Item 22. Undertakings Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The undersigned registrant hereby undertakes that for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 II-1 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. II-2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wyomissing, Commonwealth of Pennsylvania, on the 12/th/ day of October, 2001. CARPENTER TECHNOLOGY CORPORATION /s/ Terrence E. Geremski By: _________________________________ Terrence E. Geremski Sr. Vice President-Finance & Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- Chairman, President and Chief October 12, 2001 Executive Officer and Director /s/ Dennis M. Draeger (Principal Executive Officer) --------------------------- Dennis M. Draeger Sr. Vice President-Finance & Chief October 12, 2001 /s/ Terrence E. Geremski Financial Officer --------------------------- Terrence E. Geremski Vice President and Corporate October 12, 2001 Controller (Principal Accounting /s/ Richard D. Chamberlain Officer) --------------------------- Richard D. Chamberlain * Director October 12, 2001 --------------------------- Marcus C. Bennett * Director October 12, 2001 --------------------------- William S. Dietrich II * Director October 12, 2001 --------------------------- C. McCollister Evarts, M.D. * Director October 12, 2001 --------------------------- J. Michael Fitzpatrick * Director October 12, 2001 --------------------------- William J. Hudson * Director October 12, 2001 --------------------------- Robert J. Lawless * Director October 12, 2001 --------------------------- Marlin Miller, Jr. II-3 Signature Title Date --------- ----- ---- * Director October 12, 2001 -------------------- Robert N. Pokelwaldt * Director October 12, 2001 -------------------- Peter C. Rossin * Director October 12, 2001 -------------------- Kathryn C. Turner * Director October 12, 2001 -------------------- Stephen M. Ward, Jr. * Director October 12, 2001 -------------------- Kenneth L. Wolfe * Terrence E. Geremski, pursuant to a Power of Attorney executed by each of the directors noted above and included as an exhibit to this registration statement, by signing his name hereto, does hereby sign and execute this registration statement on behalf of each of the persons noted above, in the capacities indicated, and does hereby sign and execute this registration statement on his own behalf, in the capacities indicated. /s/ Terrence E. Geremski _____________________________________ Terrence E. Geremski II-4 EXHIBIT INDEX
Exhibit No. Title ----------- ----- 3. Articles of Incorporation and By-Laws 3.1 Restated Certificate of Incorporation is incorporated herein by reference to Exhibit 3 of Carpenter's Form 10-Q Quarterly Report for the quarter ended September 30, 1998 3.2 By-Laws, amended as of December 5, 1996, are incorporated herein by reference to Exhibit 3B of Carpenter's 1996 Annual Report on Form 10-K and to Exhibit 3 of Carpenter's Form 10-Q Quarterly Report for the quarter ended December 31, 1996. 4. Instruments Defining Rights of Security Holders, Including Indentures 4.1 Restated Certificate of Incorporation and By-Laws set forth in Exhibit Nos. 3.1 and 3.2, above. 4.2 Rights Agreement relating to Rights distributed to holders of Carpenter's Stock, amended as of June 12, 2000, is incorporated herein by reference to Exhibit 4B of Carpenter's Form 10-K Annual Report for the year ended June 30, 2001. 4.3 Carpenter's Registration Statement No. 333-44757, as filed on Form S-3 on January 22, 1998, and amended on February 13, 1998, with respect to issuance of Common Stock and unsecured debt is incorporated herein by reference. 4.4 Prospectus, dated February 13, 1998 and Prospectus Supplement, dated March 31, 1998, File No. 333-44757, with respect to issuance of $198,000,000 of Medium Term Notes are incorporated by reference. 4.5 Indenture dated as of January 12, 1994, between Carpenter and U.S. Bank Trust National Association, formerly known as First Trust of New York, National Association, as successor Trustee to Morgan Guaranty Trust Company of New York, related to Carpenter's i) $100,000,000 of unsecured medium term notes registered on Registration Statement No. 33-51613 and ii) $198,000,000 of unsecured medium term notes registered on Registration Statement No. 333-44757 is incorporated by reference to Exhibit 4(c) to Carpenter's Form S-3 filed January 6, 1994. 4.6 Forms of Fixed Rate and Floating Rate Medium-Term Note, Series B are incorporated by reference to Exhibit 20 to Carpenter's Current Report on Form 8-K filed on April 15, 1998. 4.7 Pricing Supplements No. 1 through 25 dated and filed from April 2, 1998 to June 11, 1998, supplements to Prospectus dated February 13, 1998 and Prospectus Supplement dated March 31, 1998, File No. 333-44757 with respect to issuance of $198,000,000 of Medium Term Notes are incorporated herein by reference. 4.8 Form of 7 5/8% Note Due 2011 4.9 Exchange and Registration Rights Agreement dated August 13, 2001 among Carpenter Technology Corporation, J.P. Morgan Securities Inc. and Credit Suisse First Boston Corporation. 5.1 Opinion of Dechert. 10. Material Contracts 10.1 Agreement and Plan of Merger dated January 6, 1997, by and among Dynamet Incorporated, Stockholders of Dynamet Incorporated and Carpenter is incorporated herein by reference to Exhibit 1 to Carpenter's Current Report on Form 8-K filed on March 27, 1997. 10.2 Supplemental Retirement Plan for Executive Officers, amended as of January 1, 2001, is incorporated herein by reference to Exhibit 10B of Carpenter's Form 10-K Annual Report for the year ended June 30, 2001. 10.3 Management and Officers Capital Appreciation Plan, an Incentive Stock Option Plan, amended as of April 26, 2001, is incorporated herein by reference to Exhibit 10C of Carpenter's Form 10-K Annual Report for the year ended June 30, 2001. 10.4 Incentive Stock Option Plan for Officers and Key Employees, amended as of August 9, 1990, is incorporated herein by reference to Exhibit 10D to Carpenter's 2000 Annual Report on Form 10-K. 10.5 Deferred Compensation Plan for Non-management Directors of Carpenter Technology Corporation, amended as of December 7, 1995, is incorporated herein by reference to Exhibit 10E of Carpenter's Form 10-K Annual Report for the year ended June 30, 2001.
10.6 Deferred Compensation Plan for Corporate and Division Officers of Carpenter Technology Corporation, amended as of April 1, 1997, is incorporated by reference to Exhibit E-9 to Carpenter's 1997 Annual Report on Form 10-K. 10.7 Executive Annual Compensation Plan, amended as of July 1, 1997 is incorporated by reference to Exhibit E-20 to Carpenter's 1997 Annual Report on Form 10-K. 10.8 Stock-Based Incentive Compensation Plan For Non-Employee Directors, amended as of April 26, 2001, is incorporated herein by reference to Exhibit 10H of Carpenter's Form 10-K Annual Report for the year ended June 30, 2001. 10.9 Officers' Supplemental Retirement Plan of Carpenter Technology Corporation is incorporated herein by reference to Exhibit 10-I to Carpenter's 2000 Annual Report on Form 10-K. 10.10 Trust Agreement between Carpenter and the Chase Manhattan Bank, N.A., dated September 11, 1990 as amended and restated on May 1, 1997, relating in part to the Supplemental Retirement Plan for Executive Officers, Deferred Compensation Plan for Corporate and Division Officers and the Officers' Supplemental Retirement Plan of Carpenter Technology Corporation is incorporated by reference to Exhibit E 28 to Carpenter's 1997 Annual Report on Form 10-K. 10.11 Form of Indemnification Agreement, entered into between Carpenter and each of the directors and the following executive officers: Dennis M. Draeger, Terrence E. Geremski, Robert W. Lodge, Michael L. Shor, Robert J. Torcolini and John R. Welty is incorporated herein by reference to Exhibit 10K to Carpenter's 2000 Annual Report on Form 10-K. 10.12 Stock-Based Incentive Compensation Plan for Officers and Key Employees, amended as of April 26, 2001, is incorporated herein by reference to Exhibit 10L of Carpenter's Form 10-K Annual Report for the year ended June 30, 2001. 10.13 Carpenter Technology Corporation Change of Control Severance Plan, adopted April 26, 2001, is incorporated herein by reference to Exhibit 10M of Carpenter's Form 10-K Annual Report for the year ended June 30, 2001. 10.14 Form of amended and restated Special Severance Agreement entered into between Carpenter and each of the following executive officers: Terrence E. Geremski, Michael L. Shor and Robert J. Torcolini is incorporated herein by reference to Exhibit 10N of Carpenter's Form 10-K Annual Report for the year ended June 30, 2001. 10.15 Form of amended and restated Special Severance Agreement entered into between Carpenter and each of the following executive officers: Dennis M. Draeger, Robert W. Lodge and John R. Welty is incorporated herein by reference to Exhibit 10O of Carpenter's Form 10-K Annual Report for the year ended June 30, 2001. 10.16 Trust Agreement between Carpenter and the Chase Manhattan Bank, N.A., dated December 7, 1990 as amended and restated on May 1, 1997, relating in part to the Directors' Retirement Plan and the Deferred Compensation Plan for Non-management Directors, is incorporated by reference to Exhibit E-83 to Carpenter's 1997 Annual Report on Form 10-K. 10.17 Distribution Agreement dated July 31, 2001 among Carpenter Technology Corporation, J.P. Morgan Securities Inc. and Credit Suisse First Boston Corporation. 12. Computation of Ratios of Earnings to Fixed Charges (unaudited) is incorporated herein by reference to Exhibit 12 to Carpenter's 2000 Annual Report on Form 10-K. 21. Subsidiaries of the Registrant. 23. Consent of Experts and Counsel 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of Dechert (included in Exhibit 5.1). 25 Statement of Eligibility and Qualification of U.S. Bank Trust National Association 99. Additional Exhibits 99.1 Form of Letter of Transmittal 99.2 Form of Notice of Guaranteed Delivery
99.3 Letter to Holders of 7 5/8% Notes due 2011 Concerning Offer For All Outstanding 7 5/8% Notes Due 2011 in Exchange for 7 5/8% Notes due 2011 of Carpenter Technology Corporation that Have Been Registered Under the Securities Act of 1933, as amended. 99.4 Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees Concerning Offer for All Outstanding 7 5/8% Notes Due 2011 in Exchange for 7 5/8% Notes Due 2011 of Carpenter Technology Corporation that Have Been Registered Under the Securities Act of 1933, as amended. 99.5 Letter to Clients Concerning Offer For All Outstanding 7 5/8% Notes Due 2011 in Exchange for 7 5/8% Notes Due 2011 of Carpenter Technology Corporation that Have Been Registered Under the Securities Act of 1933, as amended. 99.6 Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. 99.7 Powers of Attorney 99.7A Power of Attorney dated October 8, 2001 of Marcus C. Bennett. 99.7B Power of Attorney dated October 4, 2001 of William S. Dietrich II. 99.7C Power of Attorney dated October 2, 2001 of C. McCollister Evarts. 99.7D Power of Attorney dated October 3, 2001 of J. Michael Fitzpatrick. 99.7E Power of Attorney dated October 2, 2001 of William J. Hudson. 99.7F Power of Attorney dated October 4, 2001 of Robert J. Lawless. 99.7G Power of Attorney dated October 2, 2001 of Marlin Miller, Jr. 99.7H Power of Attorney dated October 4, 2001 of Robert N. Pokelwaldt. 99.7I Power of Attorney dated October 3, 2001 of Peter C. Rossin. 99.7J Power of Attorney dated October 4, 2001 of Kathryn C. Turner. 99.7K Power of Attorney dated October 4, 2001 of Stephen M. Ward, Jr. 99.7L Power of Attorney dated October 4, 2001 of Kenneth L. Wolfe.
EX-4.8 3 dex48.txt FORM OF 7-5/8% NOTE DUE 2011 Exhibit No. 4.8 THIS SECURITY 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 SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY 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. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ("DTC") TO CARPENTER TECHNOLOGY CORPORATION (THE "COMPANY") OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER PERSON), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OF 1993, AS AMENDED (THE "SECURITIES ACT"), (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION'S UNDER THE SECURITIES ACT, PROVIDED THAT, PRIOR TO SUCH TRANSFER, THE TRANSFEROR FURNISHES TO THE COMPANY AND THE TRUSTEE A CERTIFICATE CONTAINING CERTAIN REPRESENTATIONS RELATING TO THE PROPOSED TRANSFER BEING EFFECTED PURSUANT TO AND IN ACCORDANCE WITH REGULATION S (THE FORM OF WHICH CERTIFICATE CAN BE OBTAINED FROM THE TRUSTEE), OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. 2 REGISTERED NO. FX-_______________ CUSIP NO.: ______________________ PRINCIPAL AMOUNT: One Hundred Million Dollars ($100,000,000) CARPENTER TECHNOLOGY CORPORATION MEDIUM-TERM NOTE, SERIES C Due From 9 Months to 30 Years From Original Issue Date (Fixed Rate) ORIGINAL ISSUE PRICE: 99.421% ORIGINAL ISSUE DATE: August 13, 2001 INTEREST RATE: 7.625% STATED MATURITY: August 15, 2011 INTEREST PAYMENT DATES: February 15 and August 15, commencing February 15, 2002 REGULAR RECORD DATES: February 1 and August 1 OTHER PROVISIONS: This Security may not be redeemed at the option of the Company prior to Stated Maturity. This Security is not repayable at the option of the Holder prior to Stated Maturity. 3 CARPENTER TECHNOLOGY CORPORATION 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 promises to pay to Cede & Co., or registered assigns, the principal sum of One Hundred Million Dollars ($100,000,000) on August 15, 2011 and to pay interest thereon from the Original Issue Date specified above or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on February 15 and August 15 in each year, commencing February 15, 2002, at the rate of 7.625% per annum, until the principal hereof is paid or made available for payment; provided that any -------- principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of 7.625% per annum, from the dates such amounts are due until they are paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the February 1 or August 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date; provided, however, that interest payable -------- ------- at Stated Maturity or upon earlier repurchase or repayment will be payable to the Person to whom principal shall be payable. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be set by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Company maintained for that purpose in Wyomissing, Pennsylvania, of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that, at the option of the Company, payment of interest may -------- ------- be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Company will, at all times, appoint and maintain a paying agent, initially the Trustee (the "Paying Agent"), authorized by the Company to pay the principal of, and premium, if any, or interest on, this Security on behalf of the Company to the person entitled thereto. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 4 Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 5 In Witness Whereof, the Company has caused this instrument to be duly executed under its corporate seal. Dated:__________________________________ CARPENTER TECHNOLOGY CORPORATION By: __________________________________ _____________________________________ Name: Title: Attest:_____________________________________ Name: Title: CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated therein referred to in the within mentioned Indenture. U.S. Bank Trust National Association, as Trustee By:__________________________________ _____________________________________ Authorized Signatory 6 (Reverse of Security) CARPENTER TECHNOLOGY CORPORATION MEDIUM-TERM NOTE, SERIES C Due from 9 Months to 30 Years From Original Issue Date (Fixed Rate) This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an Indenture, dated as of January 12, 1994 (herein called the "Indenture", which term shall here the meaning assigned to it in such instrument), between the Company and U.S. Bank Trust National Association, as successor Trustee (herein called the "Trustee," which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof. The Securities of this series may be issued from time to time in an aggregate initial offering price of up to $100,000,000, may mature at different times, bear interest, if any, at different rates, and be redeemable at different times or not at all. Payment of interest on this Security with respect to any Interest Payment Date will include interest accrued to but excluding such Interest Payment Date. Interest on this Security will be computed on the basis of a 360-day year of twelve 30-day months. Any Payment on this Security due on any date which is not a Business Day need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on the due date, and no interest shall accrue for the period from and after such date. In the event of repurchase or repayment of this Security in part only, a new Security or Securities of this series and of like tenor for the remaining portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in this Indenture. If an Event of Default with respect to Securities of this series shall occur and be continuing, the entire principal amount of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Upon payment of (i) the amount of principal so declared due and payable and (ii) interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate. 7 The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security or of the Indenture shall affect or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rates, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 8 The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and integral multiples of $1,000 in excess thereof. As pro vided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. This Security shall be governed by and construed in accordance with the laws of the State of New York without giving effect to the conflict of laws provisions thereof. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common); TEN ENT (= tenants by the entireties); JT TEN (= joint tenants with right of survivorship and not as tenants in common); CUST (= Custodian); and U/G/M/A (= Uniform Gifts to Minors Act). Additional abbreviations may be used though not listed above. 9 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ________________________________________________________________________________ (Please print or typewrite name and address, including postal zip code, of assignee) ________________________________________________________________________________ (Please insert social security number or other identifying number of assignee) the within Security of Carpenter Technology Corporation and hereby does irrevocably constitute and appoint ________________________________________________________________________________ Attorney to transfer said Security on the books of the within named Company, with full power of substitution in the premises. Dated:_______________________________ ___________________________ NOTE: The Signature to this assignment must correspond with the name as written upon the face of the within Security in every particular, without alteration or enlargement or any change whatsoever. 10 EX-4.9 4 dex49.txt EXCHANGE AND REGISTRATION RIGHTS AGREE. 08/13/2001 Exhibit 4.9 CARPENTER TECHNOLOGY CORPORATION Medium-Term Notes, Series C EXCHANGE AND REGISTRATION RIGHTS AGREEMENT ------------------------------------------ August 13, 2001 J.P. Morgan Securities Inc. Credit Suisse First Boston Corporation c/o J.P. Morgan Securities Inc. 270 Park Avenue New York, New York 10017 Ladies and Gentlemen: Carpenter Technology Corporation, a Delaware corporation (the "Company"), has agreed to issue and sell $100,000,000 aggregate principal amount ------- of its 7 5/8% Notes due 2011 ("Securities") under its Medium-Term Note Program, ---------- Series C (the "Program"), to J.P. Morgan Securities Inc. ("JPMorgan"), and ------- -------- Credit Suisse First Boston Corporation (together with JPMorgan, the "Agents"), ------ as principals, upon the terms and subject to the conditions set forth in the Distribution Agreement dated July 31, 2001 among the Company and the Agents (the "Distribution Agreement") and a Terms Agreement dated August 8, 2001 among the ---------------------- Company and the Agents the ("Terms Agreement"). Capitalized terms used but not ---------------- defined herein shall have the meanings given to such terms in the Distribution Agreement. 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 Securities (as defined herein) and the Private Exchange Securities (as defined herein) (collectively, the "Holders"), as set forth in this ------- Agreement. 1. Registered Exchange Offer. The Company shall (i) prepare and, ------------------------- not later than 60 days following the date of original issuance of the Securities (the "Issue Date"), file with the Commission a registration statement (the ---------- "Exchange Offer Registration Statement") on an appropriate form under the -------------------------------------- Securities Act with respect to a proposed offer to the Holders of the Securities (the "Registered Exchange Offer") to issue and deliver to such Holders, in ------------------------- exchange for the Securities, a like aggregate principal amount of debt securities of the Company (the "Exchange Securities") that are identical in all ------------------- material respects to the Securities, except for the transfer restrictions relating to the Securities, (ii) use its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 150 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). The ---------------------------------- Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between the Company and the Trustee or such ----------------------------- other bank or trust company that is reasonably satisfactory to the Agents, as trustee (the "Exchange Securities Trustee"), such indenture to be identical in --------------------------- all material respects to the Indenture, except for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Agent holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder's business and (d) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company, the Agents and each Exchanging Dealer acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, each Holder that is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market-making activities or other trading activities, for Exchange Securities (an "Exchanging Dealer"), is required to deliver a prospectus ----------------- containing substantially the information set forth in Annex A hereto on the cover, in Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer" section and in Annex C hereto in the "Plan of Distribution" section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Company shall, upon the written request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "Private Exchange"), a like aggregate ---------------- principal amount of debt securities of the Company (the "Private Exchange ---------------- Securities") that are identical in all material respects to the Exchange ---------- Securities, except for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same inden- -2- ture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Company shall: (a) mail or cause to be mailed to each Holder a copy of the prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (b) keep the Registered Exchange Offer open for not less than 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders; (c) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan, The City of New York; (d) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York City time, on the last business day on which the Registered Exchange Offer shall remain open; and (e) otherwise comply in all material respects with all laws that are applicable to the Registered Exchange Offer. As soon as is reasonably practicable after the close of the Registered Exchange Offer and any Private Exchange, as the case may be, the Company shall: (a) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer and the Private Exchange; (b) deliver to the Trustee for cancellation all Securities so accepted for exchange; and (c) cause the Trustee or the Exchange Securities Trustee, as the case may be, promptly to authenticate and deliver to each Holder, Exchange Securities or Private Exchange Securities, as the case may be, equal in principal amount to the Securities of such Holder so accepted for exchange. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein in order to permit such prospectus to be used by all Exchanging Dealers and broker-dealers subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Exchange Securities held -3- by them and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer. Notwithstanding the provisions of the foregoing paragraph with respect to the period of time during which the Company shall use its reasonable best efforts to enable the use of the prospectus contained in the Exchange Offer Registration Statement, but subject to Section 3(b), the Company may issue a notice that the Exchange Offer Registration Statement is unusable pending the announcement of a material corporate or business transaction and may issue any notice suspending the use of the Exchange Offer Registration Statement that the Company reasonably believes is required under applicable securities laws to be issued. The Indenture or the Exchange Securities Indenture, as the case may be, shall provide that the Securities, the Exchange Securities and the Private Exchange Securities shall vote and consent together on all matters as one class and that none of the Securities, the Exchange Securities or the Private Exchange Securities will have the right to vote or consent as a separate class on any matter. Interest on each Exchange Security and Private Exchange Security issued pursuant to the Registered Exchange Offer and in the Private Exchange will accrue from the last interest payment date on which interest was paid on the Securities surrendered in exchange therefor or, if no interest has been paid on the Securities, from the Issue Date. Each Holder participating in the Registered Exchange Offer shall be required to represent to the Company that at the time of the consummation of the Registered Exchange Offer (i) any Exchange Securities received by such Holder will be acquired in the ordinary course of business, (ii) such Holder will have no arrangements or understanding with any person to participate in the distribution of the Securities or the Exchange Securities within the meaning of the Securities Act and (iii) such Holder is not an affiliate of the Company or, if it is such an affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable. Notwithstanding any other provisions hereof, the Company will use its reasonable best efforts to ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state -4- a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 2. Shelf Registration. If (i) because of any change in law or ------------------ applicable interpretations thereof by the Commission's staff the Company is not permitted to effect the Registered Exchange Offer as contemplated by Section 1 hereof, or (ii) for any other reason the Registered Exchange Offer is not consummated within 150 days after the Issue Date, or (iii) any Securities tendered pursuant to the Registered Exchange Offer are not exchanged for Exchange Securities within 10 days of being accepted in the Registered Exchange Offer; or (iv) any Agent so requests with respect to Securities or Private Exchange Securities not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer, or (v) any applicable law or interpretations do not permit any Holder to participate in the Registered Exchange Offer, or (vi) any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered Securities, then the following provisions shall apply: (a) The Company shall (i) use its reasonable best efforts to file as promptly as practicable (but in no event more than 45 days after so required or requested pursuant to this Section 2) with the Commission (the "Shelf Filing Date"), and (ii) thereafter use its reasonable best efforts ----------------- to cause to be declared effective, a shelf registration statement on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined below) by the Holders thereof from time to time in accordance with the methods of distribution set forth in such registration statement (hereafter, a "Shelf Registration ------------------ Statement" and, together with any Exchange Offer Registration Statement, a --------- "Registration Statement"). If, after the Company has filed an Exchange ---------------------- Offer Registration Statement that satisfies the requirements of Section 1 above, the Company is required to file and make effective a Shelf Registration Statement solely because the Registered Exchange Offer is not permitted for reasons set forth under clause (i) above, then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (a)(i) of the immediately preceding sentence. (b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus forming part thereof to be used by Holders of Transfer Restricted Securities for a period ending on the earlier of (i) two years from the Issue Date or such shorter period that will terminate when all the Transfer Restricted Securities covered by the Shelf Registration Statement have been sold pursuant thereto and (ii) the date on which the Securities become eligible for resale without volume restrictions pursuant to Rule 144 under the Securities Act (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used ------------------------- its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if the Company voluntarily takes any action that would result in Holders of Transfer Re- -5- stricted Securities covered thereby not being able to offer and sell such Transfer Restricted Securities during that period, unless such action is permitted hereunder or the Company reasonably believes such action is required by applicable law. (c) Notwithstanding the provisions of Section 2(b), but subject to Section 3(b), the Company may issue a notice that the Shelf Registration Statement is unusable pending the announcement of a material corporate or business transaction and may issue any notice suspending the use of the Shelf Registration Statement that the Company reasonably believes is required under applicable securities laws to be issued. (d) Notwithstanding any other provisions hereof, the Company will use its reasonable best efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' -------- Information")) does not contain an untrue statement of a material fact or ----------- omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (e) In the absence of the events described in clauses (i) through (vi) of the first paragraph of this Section 2, the Company shall not be permitted to discharge its obligations hereunder by means of the filing of a Shelf Registration Statement. 3. Additional Interest. (a) The parties hereto agree that the ------------------- Holders of Transfer Restricted Securities will suffer damages if the Company fails to fulfill its obligations under Section 1 or Section 2, as applicable, and that it would not be feasible to ascertain the extent of such damages. Accordingly, if (i) the Exchange Offer Registration Statement is not filed with the Commission on or prior to 60 days after the Issue Date or the Shelf Registration Statement is not filed with the Commission on or before the Shelf Filing Date, (ii) the Exchange Offer Registration Statement is not declared effective within 120 days after the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated on or prior to 150 days after the Issue Date, or (iv) the Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease to be effective (at any time that the Company is obligated to maintain the effectiveness thereof) without being succeeded within 60 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), the Com- -------------------- -6- pany will be obligated to pay additional cash interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to 0.25% per annum of the principal amount of Transfer Restricted Securities held by such Holder during the first 90-day period following such Registration Default, increasing by an additional 0.25% per annum during each subsequent 90-day period up to a maximum of 1.00% per annum, until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is declared effective, (iii) the Registered Exchange Offer is consummated, or (iv) the Shelf Registration Statement again becomes effective, as the case may be. Following the cure of all Registration Defaults, the accrual of additional interest will cease. Notwithstanding any other provisions hereof, the Company shall in no event be required to pay additional interest hereunder for more than one Registration Default at any given time. As used herein, the term "Transfer Restricted Securities" means (i) each Security until the date on ------------------------------ which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) each Security or Private Exchange Security until the date on which it has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) each Security or Private Exchange Security until the date on which it is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. Notwithstanding anything to the contrary in this Section 3, the Company shall not be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n). (b) If the Company issues a notice that the Exchange Offer Registration Statement is unusable or has been suspended pursuant to the seventh paragraph of Section 1 or the Shelf Registration Statement is unusable or has been suspended pursuant to Section 2(c), as the case may be, and the number of days in any consecutive twelve-month period for which all such notices are issued and effective exceeds 30 days in the aggregate, then the Company will be obligated to pay additional interest to each Holder of Transfer Restricted Securities, with respect to the first 90-day period following such 30 days, in an amount equal to 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that additional interest continues to accrue, provided that the rate at which such additional interest accrues may in no event exceed 1.00% per annum) of the principal amount in respect of the Securities constituting Transfer Restricted Securities. Upon declaration by the Company that the Exchange Offer Registration Statement or Shelf Registration Statement, as the case may be, is usable after the period of time described in the preceding sentence, the amount of accrual shall cease; provided, however, that if after any such cessation of the accrual of additional interest the Exchange Offer Registration Statement or Shelf Registration Statement again ceases to be usable beyond the period permitted above, additional interest will again accrue pursuant to the foregoing provisions. (c) The Company shall notify the Trustee and the Paying Agent under the Indenture promptly upon the happening of each and every Registration Default. The Com- -7- pany shall pay the additional interest due on the Transfer Restricted Securities by depositing with the Paying Agent (which may not be the Company for these purposes), in trust, for the benefit of the Holders thereof, prior to 10:00 a.m., New York City time, on the next interest payment date specified by the Indenture and the Securities, sums sufficient to pay the additional interest then due. The additional interest due shall be payable on each interest payment date specified by the Indenture and the Securities to the record holder entitled to receive the interest payment to be made on such date. Each obligation to pay additional interest shall be deemed to accrue from and including the date of the applicable Registration Default. (d) The parties hereto agree that the additional interest provided for in this Section 3 constitutes a reasonable estimate of and is intended to constitute the sole damages that will be suffered by Holders of Transfer Restricted Securities by reason of the failure of (i) the Shelf Registration Statement or the Exchange Offer Registration Statement to be filed, (ii) the Shelf Registration Statement to remain effective or (iii) the Exchange Offer Registration Statement to be declared effective and the Registered Exchange Offer to be consummated, in each case to the extent required by this Agreement. 4. Registration Procedures. In connection with any Registration ----------------------- Statement, the following provisions shall apply: (a) The Company shall (i) furnish to each Agent, prior to the filing thereof with the Commission, a copy of the Registration Statement and each amendment thereof and each supplement, if any, to the prospectus included therein and shall use its reasonable best efforts to reflect in each such document, when so filed with the Commission, such comments as any Agent may reasonably propose; (ii) include the information set forth in Annex A hereto on the cover, in Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer" section and in Annex C hereto in the "Plan of Distribution" section of the prospectus forming a part of the Exchange Offer Registration Statement, and include the information set forth in Annex D hereto in the Letter of Transmittal delivered pursuant to the Registered Exchange Offer; and (iii) if requested in writing by any Agent, include the information required by Items 507 or 508 of Regulation S-K, as applicable, in the prospectus forming a part of the Exchange Offer Registration Statement. (b) The Company shall advise each Agent, each Exchanging Dealer and the Holders (if applicable) and, if requested by any such person, confirm such advice in writing (which advice pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend the use of the prospectus until the requisite changes have been made): (i) when any Registration Statement and any amendment thereto has been filed with the Commission and when such Registration Statement or any post-effective amendment thereto has become effective; -8- (ii) of any request by the Commission for amendments or supplements to any Registration Statement or the prospectus included therein or for additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities, the Exchange Securities or the Private Exchange Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (v) of the happening of any event that requires the making of any changes in any Registration Statement or the prospectus included therein in order that the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (c) The Company will make every reasonable effort to obtain the withdrawal at the earliest possible time of any order suspending the effectiveness of any Registration Statement. (d) The Company will furnish to each Holder of Transfer Restricted Securities included within the coverage of any Shelf Registration Statement, without charge, at least one conformed copy of such Shelf Registration Statement and any post-effective amendment thereto, including financial statements and schedules and, if any such Holder so requests in writing, all exhibits thereto (including those, if any, incorporated by reference). (e) The Company will, during the Shelf Registration Period, promptly deliver to each Holder of Transfer Restricted Securities included within the coverage of any Shelf Registration Statement, without charge, as many copies of the prospectus (including each preliminary prospectus) included in such Shelf Registration Statement and any amendment or supplement thereto as such Holder may reasonably request; and the Company consents to the use of such prospectus or any amendment or supplement thereto by each of the selling Holders of Transfer Restricted Securities in connection with the offer and sale of the Transfer Restricted Securities covered by such prospectus or any amendment or supplement thereto. (f) The Company will furnish to each Agent and each Exchanging Dealer, and to any other Holder who so requests, without charge, at least one conformed copy of the Exchange Offer Registration Statement and any post-effective amendment thereto, including financial statements and schedules and, if any Agent or Exchanging -9- Dealer or any such Holder so requests in writing, all exhibits thereto (including those, if any, incorporated by reference). (g) The Company will, during the Exchange Offer Registration Period or the Shelf Registration Period, as applicable, promptly deliver to each Agent, each Exchanging Dealer and such other persons that are required to deliver a prospectus following the Registered Exchange Offer, without charge, as many copies of the final prospectus included in the Exchange Offer Registration Statement or the Shelf Registration Statement and any amendment or supplement thereto as such Agent, Exchanging Dealer or other persons may reasonably request; and the Company consents to the use of such prospectus or any amendment or supplement thereto by any such Agent, Exchanging Dealer or other persons, as applicable, as aforesaid. (h) Prior to the effective date of any Registration Statement, the Company will use its reasonable best efforts to register or qualify, or cooperate with the Holders of Securities, Exchange Securities or Private Exchange Securities included therein and their respective counsel in connection with the registration or qualification of, such Securities, Exchange Securities or Private Exchange Securities for offer and sale under the securities or blue sky laws of such jurisdictions as any such Holder reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the offer and sale in such jurisdictions of the Securities, Exchange Securities or Private Exchange Securities covered by such Registration Statement; provided that the Company will not be required to register or qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process or to taxation in any such jurisdiction where it is not then so subject. (i) The Company will cooperate with the Holders of Securities, Exchange Securities or Private Exchange Securities to facilitate the timely preparation and delivery of certificates representing Securities, Exchange Securities or Private Exchange Securities to be sold pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as the Holders thereof may request in writing prior to sales of Securities, Exchange Securities or Private Exchange Securities pursuant to such Registration Statement. (j) If any event contemplated by Section 4(b)(ii) through (v) occurs during the period for which the Company is required to maintain an effective Registration Statement, the Company will promptly prepare and file with the Commission a post-effective amendment to the Registration Statement or a supplement to the related prospectus or file any other required document so that, as thereafter delivered to purchasers of the Securities, Exchange Securities or Private Exchange Securities from a Holder, the prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. -10- (k) Not later than the effective date of the applicable Registration Statement, the Company will provide a CUSIP number for the Securities, the Exchange Securities and the Private Exchange Securities, as the case may be, and provide the applicable trustee with printed certificates for the Securities, the Exchange Securities or the Private Exchange Securities, as the case may be, in a form eligible for deposit with The Depository Trust Company. (l) The Company will comply with all applicable rules and regulations of the Commission and will make generally available to its security holders as soon as practicable after the effective date of the applicable Registration Statement an earning statement satisfying the provisions of Section 11(a) of the Securities Act; provided that in no event shall such earning statement be delivered later than 45 days after the end of a 12- month period (or 90 days, if such period is a fiscal year) beginning with the first month of the Company's first fiscal quarter commencing after the effective date of the applicable Registration Statement, which statement shall cover such 12-month period. (m) The Company will cause the Indenture or the Exchange Securities Indenture, as the case may be, to be qualified under the Trust Indenture Act as required by applicable law in a timely manner. (n) The Company may require each Holder of Transfer Restricted Securities to be registered pursuant to any Shelf Registration Statement to furnish to the Company such information concerning the Holder and the distribution of such Transfer Restricted Securities as the Company may from time to time reasonably require for inclusion in such Shelf Registration Statement, and the Company may exclude from such registration the Transfer Restricted Securities of any Holder that fails to furnish such information within a reasonable time after receiving such request. (o) Each Holder of Transfer Restricted Securities agrees by acquisition of such Transfer Restricted Securities that, upon receipt of any notice from the Company pursuant to the seventh paragraph of Section 1, Section 2(c) or Section 4(b)(ii) through (v), such Holder will discontinue disposition of such Transfer Restricted Securities until such Holder's receipt of copies of the supplemental or amended prospectus contemplated by Section 4(j) or until advised in writing (the "Advice") by the Company that ------ the use of the applicable prospectus may be resumed. If the Company shall give any notice under the seventh paragraph of Section 1, Section 2(c) or Section 4(b)(ii) through (v) during the period that the Company is required to maintain an effective Registration Statement (the "Effectiveness ------------- Period"), such Effectiveness Period shall be extended by the number of days ------ during such period from and including the date of the giving of such notice to and including the date when each seller of Transfer Restricted Securities covered by such Registration Statement shall have received (x) the copies of the supplemental or amended prospectus contemplated by Section 4(j) (if an amended or supplemental prospectus is required) or (y) the Advice (if no amended or supplemental prospectus is required). -11- (p) In the case of a Shelf Registration Statement, the Company shall enter into such customary agreements (including, if requested, an underwriting agreement in customary form) and take all such other action, if any, as Holders of a majority in aggregate principal amount of the Securities, Exchange Securities and Private Exchange Securities being sold or the managing underwriters (if any) shall reasonably request in order to facilitate any disposition of Securities, Exchange Securities or Private Exchange Securities pursuant to such Shelf Registration Statement. (q) In the case of a Shelf Registration Statement, the Company shall (i) make reasonably available for inspection by a representative of, and Special Counsel (as defined below) acting for, Holders of a majority in aggregate principal amount of the Securities, Exchange Securities and Private Exchange Securities being sold and any underwriter participating in any disposition of Securities, Exchange Securities or Private Exchange Securities pursuant to such Shelf Registration Statement, all relevant financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries and (ii) use its reasonable best efforts to have its officers, directors, employees, accountants and counsel supply all relevant information reasonably requested by such representative, Special Counsel or any such underwriter (an "Inspector") in --------- connection with such Shelf Registration Statement. (r) In the case of a Shelf Registration Statement, the Company shall, if requested by Holders of a majority in aggregate principal amount of the Securities, Exchange Securities and Private Exchange Securities being sold, their Special Counsel or the managing underwriters (if any) in connection with such Shelf Registration Statement, use its reasonable best efforts to cause (i) its counsel to deliver an opinion relating to the Shelf Registration Statement and the Securities, Exchange Securities or Private Exchange Securities, as applicable, in customary form, (ii) its officers to execute and deliver all customary documents and certificates requested by Holders of a majority in aggregate principal amount of the Securities, Exchange Securities and Private Exchange Securities being sold, their Special Counsel or the managing underwriters (if any) and (iii) its independent public accountants to provide a comfort letter or letters in customary form, subject to receipt of appropriate documentation as contemplated, and only if permitted, by Statement of Auditing Standards No. 72. 5. Registration Expenses. The Company will bear all expenses --------------------- incurred in connection with the performance of its obligations under Sections 1, 2, 3 and 4 and the Company will reimburse the Agents and the Holders for the reasonable fees and disbursements of one firm of attorneys (in addition to any local counsel) chosen by the Holders of a majority in aggregate principal amount of the Securities, the Exchange Securities and the Private Exchange Securities to be sold pursuant to each Registration Statement (the "Special Counsel") --------------- acting for the Agents or Holders in connection therewith. 6. Indemnification. (a) In the event of a Shelf Registration --------------- Statement or in connection with any prospectus delivery pursuant to an Exchange Offer Registration -12- Statement by an Agent or Exchanging Dealer, as applicable, the Company shall indemnify and hold harmless each Holder (including, without limitation, any such Agent or Exchanging Dealer), its affiliates, their respective officers, directors, employees, representatives and agents, and each person, if any, who controls such Holder within the meaning of the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 6 and Section 7 as a Holder) from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof (including, without limitation, any loss, claim, damage, liability or action relating to purchases and sales of Securities, Exchange Securities or Private Exchange Securities), to which that Holder may become subject, whether commenced or threatened, under the Securities Act, the Exchange Act, any other federal or state statutory law or regulation, at common law or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any such Registration Statement or any prospectus forming part thereof or in any amendment or supplement thereto or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and shall reimburse each Holder promptly upon demand for any legal or other expenses reasonably incurred by that Holder in connection with investigating or defending or preparing to defend against or appearing as a third party witness in connection with any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with any Holders' Information; and provided, further, that with respect to any such untrue statement in or omission from any related preliminary prospectus, the indemnity agreement contained in this Section 6(a) shall not inure to the benefit of any Holder from whom the person asserting any such loss, claim, damage, liability or action received Securities, Exchange Securities or Private Exchange Securities to the extent that such loss, claim, damage, liability or action of or with respect to such Holder results from the fact that both (A) a copy of the final prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Securities, Exchange Securities or Private Exchange Securities to such person and (B) the untrue statement in or omission from the related preliminary prospectus was corrected in the final prospectus unless, in either case, such failure to deliver the final prospectus was a result of non- compliance by the Company with Section 4(d), 4(e), 4(f) or 4(g). (b) In the event of a Shelf Registration Statement, each Holder shall indemnify and hold harmless the Company, its affiliates, their respective officers, directors, employees, representatives and agents, and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 6(b) and Section 7 as the Company), from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which the Company may become subject, whether commenced or threatened, under the Securities Act, the Exchange Act, any other federal or state statutory law or regulation, at common law or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) -13- any untrue statement or alleged untrue statement of a material fact contained in any such Registration Statement or any prospectus forming part thereof or in any amendment or supplement thereto or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with any Holders' Information furnished to the Company, and shall reimburse the Company promptly upon demand for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending or preparing to defend against or appearing as a third party witness in connection with any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that no such Holder shall be liable for any indemnity claims hereunder in excess of the amount of net proceeds received by such Holder from the sale of Securities, Exchange Securities or Private Exchange Securities pursuant to such Shelf Registration Statement. (c) Promptly after receipt by an indemnified party under this Section 6 of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party pursuant to Section 6(a) or 6(b), notify the indemnifying party in writing of the claim or the commencement of that action; provided, however, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have under this Section 6 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 6. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 6 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than the reasonable costs of investigation; provided, however, that an indemnified party shall have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel for the indemnified party will be at the expense of such indemnified party unless (1) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (2) the indemnified party has reasonably concluded (based upon advice of counsel to the indemnified party) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (3) a conflict or potential conflict exists (based upon advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party) or (4) the indemnifying party has not in fact employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action within a reasonable time after receiving -14- notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm of attorneys (in addition to any local counsel) at any one time for all such indemnified party or parties. Each indemnified party, as a condition of the indemnity agreements contained in Sections 6(a) and 6(b), shall use all reasonable efforts to cooperate with the indemnifying party in the defense of any such action or claim. No indemnifying party shall be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with its written consent or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld), effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding. 7. Contribution. If the indemnification provided for in Section 6 ------------ is unavailable or insufficient to hold harmless an indemnified party under Section 6(a) or 6(b), then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, (i) in such proportion as shall be appropriate to reflect the relative benefits received by the Company from the offering and sale of the Securities, on the one hand, and a Holder with respect to the sale by such Holder of Securities, Exchange Securities or Private Exchange Securities, on the other, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and such Holder on the other with respect to the statements or omissions that resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and a Holder on the other with respect to such offering and such sale shall be deemed to be in the same proportion as the total net proceeds from the offering of the Securities (before deducting expenses) received by or on behalf of the Company as set forth in the table on the cover of the Offering Memorandum, on the one hand, bear to the total proceeds received by such Holder with respect to its sale of Securities, Exchange Securities or Private Exchange Securities, on the other. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to the Company or information supplied by the Company on the one hand or to any Holders' Information supplied by such Holder on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The parties -15- hereto agree that it would not be just and equitable if contributions pursuant to this Section 7 were to be determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this Section 7 shall be deemed to include, for purposes of this Section 7, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending or preparing to defend any such action or claim. Notwithstanding the provisions of this Section 7, an indemnifying party that is a Holder of Securities, Exchange Securities or Private Exchange Securities shall not be required to contribute any amount in excess of the amount by which the total price at which the Securities, Exchange Securities or Private Exchange Securities sold by such indemnifying party to any purchaser exceeds the amount of any damages which such indemnifying party has otherwise paid or become liable to pay by reason of any untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. 8. Rules 144 and 144A. For so long as any Transfer Restricted ------------------ Securities remain outstanding, the Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the written request of any Holder of Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of such Holder's securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act. 9. Underwritten Registrations. If any of the Transfer Restricted -------------------------- Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities included in such offering, subject to the consent of the Company (which shall not be unreasonably withheld or delayed), and such Holders shall be responsible for all underwriting commissions and discounts in connection therewith. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled -16- hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. 10. Amendments and Waivers. The provisions of this Agreement may not ---------------------- be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Company has obtained the written consent of Holders of a majority in aggregate principal amount of the Securities, the Exchange Securities and the Private Exchange Securities, taken as a single class. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders whose Securities, Exchange Securities or Private Exchange Securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect the rights of other Holders may be given by Holders of a majority in aggregate principal amount of the Securities, the Exchange Securities and the Private Exchange Securities being sold by such Holders pursuant to such Registration Statement. 11. Notices. All notices and other communications provided for or ------- permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telecopier or air courier guaranteeing next-day delivery: (1) if to a Holder, at the most current address given by such Holder to the Company in accordance with the provisions of this Section 10(b), which address initially is, with respect to each Holder, the address of such Holder maintained by the Registrar under the Indenture, with a copy in like manner to JPMorgan, a division of Chase Securities Inc., and Credit Suisse First Boston Corporation; (2) if to an Agent, initially at its address set forth in the Distribution Agreement; and (3) if to the Company, initially at the address of the Company set forth in the Distribution Agreement. All such notices and communications shall be deemed to have been duly given: when delivered by hand, if personally delivered; one business day after being delivered to a next-day air courier; five business days after being deposited in the mail; and when receipt is acknowledged by the recipient's telecopier machine, if sent by telecopier. 12. Successors And Assigns. This Agreement shall be binding upon the ---------------------- Company and its successors and assigns. If any transferee of any Holder shall acquire Transfer Restricted Securities in any manner, whether by operation of law or otherwise, such Transfer Restricted Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Transfer Restricted Securities such transferee shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement, and such transferee shall be entitled to receive the benefits hereof. -17- 13. Counterparts. This Agreement may be executed in any number of ------------ counterparts (which may be delivered in original form or by telecopier) and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 14. Definition of Terms. For purposes of this Agreement, (a) the ------------------- term "business day" means any day on which the New York Stock Exchange, Inc. is open for trading, (b) the term "subsidiary" has the meaning set forth in Rule 405 under the Securities Act and (c) except where otherwise expressly provided, the term "affiliate" has the meaning set forth in Rule 405 under the Securities Act. 15. Headings. The headings in this Agreement are for convenience of -------- reference only and shall not limit or otherwise affect the meaning hereof. 16. Governing Law. This Agreement shall be governed by and construed ------------- in accordance with the laws of the State of New York. 17. Remedies. In the event of a breach by the Company or by any -------- Holder of any of their respective obligations under this Agreement, each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law, including recovery of damages (other than the recovery of damages for a breach by the Company of its obligations under Sections 1 or 2 hereof for which additional interest has been paid pursuant to Section 3 hereof), will be entitled to specific performance of its rights under this Agreement. The Company and each Holder agree that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agree that, in the event of any action for specific performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate. 18. No Inconsistent Agreements. The Company represents, warrants and -------------------------- agrees that (i) it has not entered into, shall not, on or after the date of this Agreement, enter into any agreement that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof, (ii) it has not previously entered into any agreement which remains in effect granting any registration rights with respect to any of its debt securities to any person and (iii) without limiting the generality of the foregoing, without the written consent of the Holders of a majority in aggregate principal amount of the then outstanding Transfer Restricted Securities, it shall not grant to any person the right to request the Company to register any debt securities of the Company under the Securities Act unless the rights so granted are not in conflict or inconsistent with the provisions of this Agreement. 19. No Piggyback on Registrations. Neither the Company nor any of ----------------------------- its security holders (other than the Holders of Transfer Restricted Securities in such capacity) shall have the right to include any securities of the Company in any Shelf Registration or Registered Exchange Offer other than Transfer Restricted Securities. -18- 20. Severability. The remedies provided herein are cumulative and ------------ not exclusive of any remedies provided by law. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their reasonable best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable. [Signature page follows] -19- Please confirm that the foregoing correctly sets forth the agreement among the Company and the Agents. Very truly yours, CARPENTER TECHNOLOGY CORPORATION By: /s/ Jaime Vasquez --------------------------------- Name: Jaime Vasquez Title: Vice President and Treasurer Accepted: J.P. MORGAN SECURITIES INC. By: /s/ J. C. Padilla -------------------------------- Authorized Signatory CREDIT SUISSE FIRST BOSTON CORPORATION By: /s/ Helena M. Wilner -------------------------------- Authorized Signatory ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution". ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See "Plan of Distribution". ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until __________, 20__, all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any broker-dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. ANNEX D [_] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. EX-5.1 5 dex51.txt OPINION OF DECHERT [LOGO] Exhibit No. 5.1 October 12, 2001 Carpenter Technology Corporation 1047 N. Park Road Wyomissing, PA 19610 Re: Registration Statement on Form S-4 Ladies and Gentlemen: We have acted as counsel to Carpenter Technology Corporation, a Delaware corporation (the "Company"), in connection with the preparation and filing by the Company of a Registration Statement on Form S-4 (the "Registration Statement"), with the Securities and Exchange Commission for the purpose of registering the issuance of up to an aggregate principal amount of $100,000,000 of the Company's 7 5/8% Notes Due 2011 (the "Exchange Notes") under the Securities Act of 1933, as amended (the "Securities Act"). The Exchange Notes are to be issued in exchange for an equal aggregate principal amount of the Company's outstanding 7 5/8% Notes Due 2011 (the "Existing Notes") pursuant to the Exchange and Registration Rights Agreement among the Company, J. P. Morgan Securities, Inc. and Credit Suisse First Boston Corporation, which is filed as Exhibit 4.9 to the Registration Statement. The Exchange Notes are to be issued pursuant to the terms of the Indenture by and among the Company and U. S. Bank Trust National Association (formerly known as First Trust of New York National Association) (the "Trustee"), which is incorporated by reference as Exhibit 4.5 to the Registration Statement. We have participated in the preparation of the Registration Statement and have reviewed the Indenture, and we have examined such corporate records and documents, statements of officers of the Company and matters of law as we have considered appropriate to enable us to render this opinion. Based upon and subject to the foregoing, we are of the opinion that the Exchange Notes have been duly authorized by the Company and, when (a) the Registration Statement has been declared effective, (b) the Exchange Notes have been duly executed by the Company and (c) the Exchange Notes have been duly authenticated by the Trustee in accordance with the terms of the Indenture and issued and delivered in exchange for the Existing Notes in accordance with the terms set forth in the prospectus which is included in the Registration Statement, will constitute valid and legally binding obligations of the Company, as issuer, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other similar laws affecting creditors' rights generally or debtors' obligations generally, general principles of equity (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the prospectus contained therein, under the caption "Legal Matters." Very truly yours, /s/ Dechert EX-10.17 6 dex1017.txt DISTRIBUTION AGREEMENT DATED 07/31/2001 Exhibit 10.17 CARPENTER TECHNOLOGY CORPORATION $100,000,000 Medium-Term Notes, Series C Due from 9 Months to 30 Years from Date of Issue DISTRIBUTION AGREEMENT July 31, 2001 J.P. MORGAN SECURITIES INC. 270 Park Avenue New York, New York 100017 CREDIT SUISSE FIRST BOSTON CORPORATION Eleven Madison Avenue New York, New York 10010 Ladies and Gentlemen: CARPENTER TECHNOLOGY CORPORATION, a Delaware corporation (the "Company"), confirms its agreement with each of you with respect to the issue ------- and sale from time to time by the Company of up to $100,000,000 in aggregate principal amount of its Medium-Term Notes, Series C, due from 9 months to 30 years from date of issue (the "Securities"), pursuant to one or more Offering ---------- Memorandums (as hereinafter defined), and agrees with each of you (individually, an "Agent," and collectively, the "Agents," which term shall include any ----- ------ additional agents appointed pursuant to Section 13 hereof) as set forth in this Agreement. The Securities will be issued under an indenture dated as of January 12, 1994 (the "Indenture") between the Company and U.S. Bank Trust National --------- Association, formerly known as First Trust of New York, National Association, as successor Trustee (the "Trustee"). The Securities of any particular issuance ------- shall have the maturities, interest rates, redemption provisions, if any, and other terms set forth in the Offering Memorandum (as hereinafter defined) relating thereto. The Securities will be issued, and the terms and rights thereof established, from time to time by the Company in accordance with the Indenture. On the basis of the representations and warranties herein contained, but subject to the terms and conditions stated herein and to the reservation by the Company of the right to sell Securities directly to investors (other than broker-dealers) on its own behalf, the Company hereby (i) appoints the Agents as the exclusive agents of the Company for the purpose of so- -2- liciting and receiving offers to purchase Securities from the Company by others pursuant to Section 2(a) hereof and (ii) agrees that, except as otherwise contemplated herein, whenever it determines to sell Securities directly to any Agent as principal, it may enter into a separate agreement (each a "Terms ----- Agreement"), substantially in the form of Exhibit A hereto, relating to such --------- --------- sale in accordance with Section 2(b) hereof. The Company has prepared a base offering memorandum (the "Base ---- Memorandum") in respect of the Securities. In connection with each offering of ---------- Securities, the Company shall prepare a preliminary pricing supplement and a final pricing supplement. The Base Memorandum as supplemented by the preliminary pricing supplement relating to an offering of Securities is hereinafter referred to as the "Preliminary Memorandum." The Base Memorandum as ---------------------- supplemented by the final pricing supplement relating to an offering of Securities is hereinafter referred to as the "Final Memorandum." The ---------------- Preliminary Memorandum and the Final Memorandum relating to an offering of Securities collectively are hereinafter referred to as the "Offering -------- Memorandum." Any reference in this Agreement to the Base Memorandum, the ---------- Preliminary Memorandum, the Final Memorandum or the Offering Memorandum shall be deemed to refer to and include any documents incorporated by reference therein. Unless expressly provided otherwise in this Agreement and any applicable Terms Agreement, references to the Offering Memorandum as of the Commencement Date (as hereinafter defined) shall refer to the Preliminary Memorandum relating to an offering of Securities and references to the Offering Memorandum as of the date of the applicable Terms Agreement or the Time of Delivery shall refer to the Offering Memorandum relating to an offering of Securities. The sale of the Securities will be made without registration of the Securities under the Securities Act of 1933, as amended (the "Securities Act"), -------------- in reliance upon exemptions therefrom under the Securities Act. In each case in which the Company sells Securities to an Agent as principal, the purchasers of such Securities and their direct and indirect transferees will be entitled to the benefits of an Exchange and Registration Rights Agreement, to be dated as of the corresponding Time of Delivery (as hereinafter defined), substantially in the form of Exhibit B hereto (each a "Registration Rights Agreement"). --------- ----------------------------- 1. Representations and Warranties. The Company represents and warrants to, and agrees with, each Agent as of the Commencement Date and, with respect to each offering of Securities, as of each date on which the Company accepts an offer to purchase such Securities (including the date of the Terms Agreement or other agreement in the case of a purchase by an Agent as principal and as of the corresponding Time of Delivery, as follows: (a) As of the date of the Preliminary Memorandum, the Preliminary Memorandum does not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circum- -3- stances under which they were made, not misleading, and as of the date of any applicable Terms Agreement, the Final Memorandum does not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that the foregoing does not apply to statements in or omissions from any of such documents based upon written information furnished to the Company by any Agent specifically for use therein. (b) Each document, if any, filed or to be filed pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and ------------ incorporated by reference in the Offering Memorandum complied, or will comply when so filed, as to form in all material respects with the Exchange Act and did not, or will not when so filed, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements in or omissions from any such documents based upon written information furnished to the Company by any Agent specifically for use therein. (c) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own its properties and conduct its business as described in the Offering Memorandum, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the general affairs, business, prospects, management, financial position, stockholders' equity or results of operations (a "Material Adverse Effect") of the Company and ----------------------- its subsidiaries, taken as a whole. (d) Each of the Company's subsidiaries has been duly incorporated and is validly existing as a corporation under the laws of its jurisdiction of incorporation, with corporate power and authority to own its properties and conduct its business as described in the Offering Memorandum, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole; and all the outstanding shares of capital stock of each subsidiary of the Company have been duly authorized and validly issued, are fully-paid and non-assessable, and (except, in the case of foreign subsidiaries, for directors' qualifying -4- shares) are owned by the Company, directly or indirectly, free and clear of all liens, encumbrances, security interests and claims. (e) The Indenture has been duly authorized, executed and delivered by the Company and has been qualified under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"); the Indenture complies as to form ------------------- in all material respects with the requirements of the Trust Indenture Act; the Securities, the Exchange Securities (as defined in the Registration Rights Agreement) and the Private Exchange Securities (as defined in the Registration Rights Agreement) have been duly authorized by the Company; and when issued and delivered in accordance with the Indenture and, in the case of the Securities, when delivered to and paid for by the purchasers thereof in accordance with this Agreement and any applicable Terms Agreement, the Securities, the Exchange Securities and the Private Exchange Securities will have been duly executed, authenticated, issued and delivered by the Company, and the Securities of any particular issuance of Securities will conform in all material respects to the description thereof contained in the Offering Memorandum relating to such issuance of Securities, and the Indenture, the Securities, the Exchange Securities and the Private Exchange Securities will constitute valid and legally binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights, to public policy considerations and to general equity principles. (f) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by any applicable Terms Agreement (including the provisions of this Agreement), the Registration Rights Agreement or the Indenture in connection with the issuance and sale of the Securities by the Company, except such as may be required under state securities or Blue Sky laws. (g) The execution, delivery and performance of the Indenture, any applicable Terms Agreement (including the provisions of this Agreement), the Registration Rights Agreement and the issuance and sale of the Securities and compliance with the terms and provisions thereof do not and will not (i) contravene any provision of the certificate of incorporation, by-laws or other organizational documents of the Company or of any of its subsidiaries, or (ii) conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under (including, without limitation, any event which with notice or lapse of time, or both, would constitute a default under), or result in the creation or imposition of any lien, charge or encumbrance upon any assets or properties of the Company or of any of its subsidiaries un- -5- der, any statute, rule, regulation, order or decree of any governmental agency or body or any court having jurisdiction over any of them or any of their respective properties, assets or operations, or any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, permit, license or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the properties, assets or operations of any of them is subject, other than, in the case of this clause (ii), any such conflict, breach, violation, default, lien, charge or encumbrance as would not singly or in the aggregate with all such other conflicts, breaches, violations, defaults, liens, charges or encumbrances reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its subsidiaries is (i) in violation of or in default under its certificate of incorporation, by-laws or other organizational documents, or (ii) in breach or violation of any of the terms and provisions of, or in default under (nor has any event which with notice or lapse of time, or both, would constitute a default under), any statute, rule, regulation, order or decree of any governmental agency or body or any court having jurisdiction over any of them or any of their respective properties, assets or operations, or any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, permit, license or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the properties, assets or operations of any of them is subject, other than, in the case of this clause (ii), any such breach, violation, default, lien, charge or encumbrance as would not singly or in the aggregate with all such other breaches, violations, defaults, liens, charges or encumbrances reasonably be expected to have a Material Adverse Effect. (h) This Agreement and any applicable Terms Agreement have been duly authorized, executed and delivered by the Company. The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) the enforceability thereof may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights, to public policy considerations and to general equity principles, (ii) any rights to indemnity and contribution thereunder may be limited by federal and state securities laws and public policy considerations and (iii) the enforceability of provisions imposing liquidated damages, penalties or an increase in interest rate upon the occurrence of certain events may be limited in certain circumstances. -6- (i) The Company has an authorized capitalization as set forth in the Offering Memorandum and such authorized capital stock conforms as to legal matters to the description thereof set forth and incorporated by reference in the Offering Memorandum, and all of the outstanding shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and non-assessable and are not subject to any preemptive or similar rights; and, except as described in or expressly contemplated by the Offering Memorandum, there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the Company or any of its subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock of the Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options. (j) Each of the Company and its subsidiaries has obtained all licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all federal, state, local and other governmental authorities (including foreign regulatory agencies), all self-regulatory organizations and all courts and other tribunals, domestic or foreign, necessary to own or lease, as the case may be, and to operate its properties and to carry on its business as conducted as of the date hereof, except where the failure to do so, individually or in the aggregate, would not have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole, and neither the Company nor any such subsidiary has received any actual notice of any proceeding relating to revocation or modification of any such license, permit, certificate, consent, order, approval or other authorization, except as described in the Offering Memorandum; and each of the Company and its subsidiaries is in compliance with all laws and regulations relating to the conduct of its business as conducted as of the date hereof, except where the failure to do so, individually or in the aggregate, would not have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole. (k) To the best knowledge of the Company, the Company and its subsidiaries (i) are in compliance with all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment, natural resources and solid, hazardous or toxic substances, materials or wastes ("Environmental Laws"), (ii) have ------------------ received all permits, licenses or other approvals required of them under all applicable Environmental Laws to conduct their respective businesses (collectively, "Environmental Authorizations") and (iii) are in compliance ---------------------------- with all terms and conditions of any such Environmental Authorizations, except where such noncompliance with Environmental Laws, failure to receive required Environmental -7- Authorizations or failure to comply with the terms and conditions of such Environmental Authorizations would not reasonably be expected, singly or in the aggregate, to have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole. (l) Other than as disclosed in the Offering Memorandum, to the best knowledge of the Company, there are no (a) discharges, disposals or releases of any solid, hazardous or toxic substances, materials or wastes (collectively, "Hazardous Materials") present on, at, under or emanating ------------------- from any of the properties currently or formerly owned or leased by the Company or any of its subsidiaries, or their respective corporate predecessors in interest, or (b) spills, releases, discharges or disposals of Hazardous Materials that have occurred or are presently occurring from the properties of the Company as a result of any construction on or operation and use of the properties of the Company, which presence, discharge, disposal or release would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole. (m) The Company and its subsidiaries have good and marketable title in fee simple to all items of real property and good and marketable title to all personal property owned by them, in each case free and clear of all liens, encumbrances and defects except such as are described or referred to in the Offering Memorandum or such as do not materially affect the value of such property and do not interfere with the use made or proposed to be made of such property by the Company and its subsidiaries; and any real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, existing and enforceable leases with such exceptions as are not material to the general affairs, business, prospects, management, financial position, stockholders' equity or results of operations of the Company and its subsidiaries, taken as a whole, and do not interfere with the use made or proposed to be made of such property and buildings by the Company or its subsidiaries. (n) In the ordinary course of its business, the Company conducts a periodic review of the effect of Environmental Laws on the business, operations and properties of the Company and its subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any Environmental Authorizations, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Company has reasonably concluded that such associated costs and liabilities would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole. -8- (o) Except as set forth in the Offering Memorandum, there are no pending actions, suits, proceedings or investigations against or affecting the Company or any of its subsidiaries, or with respect to which the Company or any of the subsidiaries is responsible by way of indemnity or otherwise, that would singly or in the aggregate with all such other actions, suits, investigations or proceedings reasonably be expected to have a Material Adverse Effect on the Company, or reasonably be expected to have a material adverse effect on the ability of the Company to perform its obligations under this Agreement, the Indenture, the Securities or any applicable Terms Agreement; and, to the best knowledge of the Company, except as set forth in the Final Memorandum, no such actions, suits, proceedings or investigations are threatened. (p) Since the respective dates as of which information is given in the Offering Memorandum, there has not been any change in the capital stock or long-term debt of the Company or any of its subsidiaries, or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, business, prospects, management, financial position, stockholders' equity or results of operations of the Company and its subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the Offering Memorandum; and except as set forth or contemplated in the Offering Memorandum, neither the Company nor any of its subsidiaries has entered into any transaction or agreement (whether or not in the ordinary course of business) material to the Company and its subsidiaries, taken as a whole. (q) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (r) The Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Final Memorandum, will not be an "investment company" as defined in the Investment Company Act of 1940. (s) The Company and its subsidiaries have filed all federal, state, local and foreign tax returns which have been required to be filed and have paid all taxes shown thereon and all assessments received by them or any of them to the extent that such taxes have become due and are not being contested in good faith, except where the -9- failure to file such returns or pay such taxes would not reasonably be expected to have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole; and, except as disclosed in the Offering Memorandum, there is no material tax deficiency known to the Company which has been or might reasonably be expected to be asserted or threatened against the Company or any subsidiary. (t) Except as set forth in the Offering Memorandum, no labor disturbance by the employees of the Company or any of its subsidiaries exists or, to the best knowledge of the Company, is threatened that would singly or in the aggregate with all such other labor disturbances reasonably be expected to have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole. (u) To the best knowledge of the Company, PricewaterhouseCoopers LLP, the accounting firm that certified certain financial statements of the Company and its subsidiaries, are independent public accountants as required by the Securities Act. (v) The financial statements, and the related notes thereto, included or incorporated by reference in the Offering Memorandum present fairly the consolidated financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and changes in their consolidated cash flows for the periods specified; said financial statements have been prepared in conformity with generally accepted accounting principles (except that the footnotes to the interim financial statements do not comply with generally accepted accounting principles) applied on a consistent basis, and the supporting schedules included or incorporated by reference in the Offering Memorandum present fairly the information required to be stated therein; any pro forma financial information, and the related notes thereto, included or incorporated by reference in the Offering Memorandum has been prepared in accordance with the applicable requirements of the Exchange Act, and is based upon good faith estimates and assumptions believed by the Company to be reasonable. (w) Each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), ----- that is maintained, administered or contributed to by the Company or any of its affiliates for employees or former employees of the Company and its affiliates has been maintained in all material respects in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Internal Revenue Code of 1986, as amended ("Code"). No prohibited transaction, ---- within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any such plan excluding transactions effected pursuant to a statutory or administrative exemption. For each such plan which is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no "accumulated -10- funding deficiency" as defined in Section 412 of the Code has been incurred, whether or not waived. The aggregate fair market value of the assets of all such plans (excluding for these purposes accrued but unpaid contributions) exceed the present value of all benefits accrued under all such plans determined using reasonable actuarial assumptions. (x) The statements set forth in the Offering Memorandum under the captions "Supplemental Description of Notes," "Description of Notes" and "Tax Considerations," to the extent such statements purport to summarize or describe the terms of the Securities, factual matters of law or regulation or constitute summaries of documents described therein, are accurate and complete in all material respects. (y) Immediately after any sale of Securities by the Company hereunder or under any applicable Terms Agreement, the aggregate amount of Securities which shall have been issued and sold by the Company hereunder or under any Terms Agreement or otherwise pursuant to an Offering Memorandum will not exceed the aggregate principal amount of Securities set forth on the front cover of the Base Memorandum. (z) The Company has and will maintain property and casualty insurance in favor of the Company and its subsidiaries (as the case may be) with respect to each of the Company's properties, in an amount and on such terms as is reasonable and customary for businesses of the type conducted and proposed to be conducted by the Company and its subsidiaries; the Company has not received from any insurance company written notice of any material defects or deficiencies affecting the insurability of any of its properties. (aa) None of the transactions contemplated by this Agreement and any applicable Terms Agreement (including, without limitation, the use of the proceeds from the sale of the Securities) will violate or result in a violation of Section 7 of the Exchange Act, or any regulation promulgated thereunder, including, without limitation, Regulations T, U, and X of the Board of Governors of the Federal Reserve System. (bb) None of the Company, its subsidiaries or any of their respective "affiliates" (as defined in Rule 501(b) of Regulation D under the Securities Act) has directly, or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any "security" (as defined in the Securities Act) which is or could be integrated with the sale of the Securities in a manner that would require the registration under the Securities Act of the offering of the Securities contemplated by the Offering Memorandum as of the date of any applicable Terms Agreement. -11- (cc) None of the Company, its subsidiaries or any of their respective "affiliates" (as defined in Rule 501(b) of Regulation D under the Securities Act) or any person (other than the Agents, as to which the Company makes no representation) acting on its or their behalf has offered or sold the Securities by means of any general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act or, with respect to Securities sold outside the United States to non-U.S. persons (as defined in Rule 902 under the Securities Act), by means of any directed selling efforts within the meaning of Rule 902 under the Securities Act and the Company, its subsidiaries, their respective affiliates and any person acting on its or their behalf have complied with and will use their reasonable best efforts to implement the "offering restrictions" within the meaning of such Rule 902. (dd) The Securities satisfy the requirements set forth in Rule 144A(d)(3) under the Securities Act. (ee) Assuming that the representations and agreements of the Agents contained in this Agreement and any applicable Terms Agreement are true and correct and assuming compliance by the Agents with their agreements contained in this Agreement and such Terms Agreement, it is not necessary in connection with the offer, sale and delivery of the Securities to the Agents in the manner contemplated by this Agreement and such Terms Agreement to register the Securities under the Securities Act. (ff) No holder of securities of the Company or any subsidiary of the Company will be entitled to have such securities registered under the registration statements required to be filed by the Company pursuant to the Registration Rights Agreement, other than as expressly permitted thereby. 2. Solicitations as Agent; Purchases as Principal. (a) Solicitations as Agent. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, each of the Agents hereby severally and not jointly agrees, as agent of the Company, to use its reasonable efforts to solicit offers to purchase the Securities from the Company from time to time upon the terms and conditions set forth in the applicable Offering Memorandum. So long as this Agreement shall remain in effect with respect to any Agent, the Company shall not, without the consent of such Agent (which consent shall not be unreasonably withheld), solicit or accept offers to purchase, or sell, in the United States Securities or any other substantially similar debt securities with a maturity at the time of original issuance of 9 months to 30 years except (i) pursuant to this Agreement or any applicable Terms Agreement, (ii) pursuant to a private placement not constituting a public offering under the Securities Act that does not pro- -12- vide for a continuous private placement of medium-term debt securities, (iii) in connection with a firm commitment underwriting pursuant to an underwriting agreement that does not provide for a continuous public offering of medium-term debt securities, or (iv) in connection with the continuous offering of asset- backed medium-term debt securities rated "AA" (or an equivalent rating) or higher by a nationally recognized statistical rating organization (as defined for purposes of Rule 436(g) under the Securities Act) (a "Rating Organization"). ------------------- However, the Company reserves the right to sell, and may solicit and accept offers to purchase, Securities directly on its own behalf to investors (other than broker-dealers). The Company reserves the right, in its sole discretion, to instruct the Agents to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase Securities. Upon receipt of at least one business day's prior notice from the Company, each Agent will suspend solicitation of offers to purchase Securities from the Company until such time as the Company has advised such Agent or Agents that such solicitation may be resumed. During the period of time that such solicitation is suspended, the Company shall not be required to deliver any opinions, letters or certificates in accordance with Sections 4(i), 4(j) and 4(k) hereof; provided that if the Offering Memorandum relating to such solicitation is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for a change in the interest rates, redemption provisions, amortization schedules or maturities offered for the Securities or for a change that the Agents deem to be immaterial), no Agent shall be required to resume soliciting offers to purchase Securities until the Company has delivered such opinions, letters and certificates as such Agent may reasonably request. The Company agrees to pay each Agent, as consideration for the sale of each Security resulting from a solicitation made or an offer to purchase received by such Agent, a commission in the form of a discount from the purchase price of such Security in an amount equal to the following applicable percentage of the principal amount of such Security sold: ---------------------------------------------------------------------------- Commission percentage of aggregate principal amount Range of Maturities of Securities sold ---------------------------------------------------------------------------- From 9 months to less than 1 year .125% ---------------------------------------------------------------------------- From 1 year to less than 18 months .150% ---------------------------------------------------------------------------- From 18 months to less than 2 years .200% ---------------------------------------------------------------------------- From 2 years to less than 3 years .250% ---------------------------------------------------------------------------- From 3 years to less than 4 years .350% ---------------------------------------------------------------------------- From 4 years to less than 5 years .450% ---------------------------------------------------------------------------- From 5 years to less than 6 years .500% ---------------------------------------------------------------------------- From 6 years to less than 7 years .550% ---------------------------------------------------------------------------- From 7 years to less than 10 years .600% ---------------------------------------------------------------------------- -13- ---------------------------------------------------------------------------- Commission percentage of aggregate principal amount Range of Maturities of Securities sold ---------------------------------------------------------------------------- From 10 years to less than 15 years .625% ---------------------------------------------------------------------------- From 15 years to less than 20 years .700% ---------------------------------------------------------------------------- 20 years to and including 30 years .750% ---------------------------------------------------------------------------- The Agents are authorized to solicit offers to purchase Securities only in the principal amount of $1,000 or any amount in excess thereof which is an integral multiple of $1,000. Each Agent shall communicate to the Company, orally or in writing, each offer to purchase Securities received by such Agent as agent that in its judgment should be considered by the Company. The Company shall have the sole right to accept offers to purchase the Securities and may reject any such offer in whole or in part. Each Agent shall have the right, in its sole discretion, to reject any offer to purchase Securities, in whole or in part, that it considers to be unacceptable and any such rejection shall not be deemed a breach of its agreements herein contained. The procedural details relating to the issue and delivery of Securities sold by an Agent as agent and the payment therefor are set forth in the Administrative Procedures (as hereinafter defined). (b) Purchases as Principal. Each sale of Securities to any Agent as principal shall be made in accordance with the terms of this Agreement and (unless such Agent shall otherwise agree) a Terms Agreement which will provide for the sale of such Securities to, and the purchase thereof by, such Agent. A Terms Agreement will be substantially in the form of Exhibit A hereto but may --------- take the form of an exchange of any standard form of written telecommunication between an Agent and the Company and may also specify certain provisions relating to the reoffering of such Securities by such Agent. The commitment of any Agent to purchase Securities as principal, whether pursuant to a Terms Agreement or otherwise, shall be deemed to have been made on the basis of the representations and warranties of the Company contained herein and shall be subject to the terms and conditions set forth herein and in the applicable Terms Agreement. Each agreement by an Agent to purchase Securities as principal (pursuant to a Terms Agreement or otherwise) shall specify the principal amount of Securities to be purchased by such Agent pursuant thereto, the price to be paid to the Company for such Securities, the maturity date of such Securities, the interest rate or interest rate basis, if any, applicable to such Securities, any other terms of such Securities, the time and date and place of delivery of and payment for such Securities (the time and date of any and each such delivery and payment, the "Time of Delivery") and any provisions relating to rights of, ---------------- and default by, initial purchasers acting together with such Agent in the reoffering of Securities, and shall also specify any requirements for opinions of counsel, accountants' letters and officers' certificates pursuant to Section 4 hereof. Unless otherwise specified in a Terms Agreement, the procedural details relating to the issue and delivery of Securities pur- -14- chased by an Agent as principal and the payment therefor shall be as set forth in the Administrative Procedures (as hereinafter defined). (c) Obligations Several. The Company acknowledges that the obligations of the Agents are several and not joint and, subject to the provisions of this Section 2, each Agent shall have complete discretion as to the manner in which it solicits purchasers for the Securities and as to the identity thereof. (d) Administrative Procedures. The Agents and the Company agree to perform their respective duties and obligations specifically provided to be performed in the Medium-Term Notes Administrative Procedures (the "Administrative Procedures") attached hereto as Exhibit C, as the same may be ------------------------- --------- amended from time to time. The Administrative Procedures may be amended only by written agreement of the Company and each of the Agents. 3. Commencement Date. The Company's Medium-Term Note Program, Series C, shall commence on the date of this Agreement (the "Commencement ------------ Date"). After the Commencement Date, the Agents may commence the solicitation ---- of offers to purchase Securities and the Company may accept an offer by any Agent to purchase Securities as principal. 4. Covenants of the Company. The Company covenants and agrees with each Agent: (a) (i) To make no amendment or supplement to the Offering Memorandum relating to an offering of Securities to be sold through or to any Agent pursuant to this Agreement or any Terms Agreement prior to the termination of such offering of Securities which shall be reasonably disapproved by such Agent after reasonable opportunity to comment thereon, unless in the opinion of counsel for the Company such amendment or supplement is required by law; provided, however, that the foregoing shall not apply to any of the Company's periodic filings with the Commission described in subsection (iii) below, copies of which filings the Company will cause to be delivered to the Agents promptly after their transmission to the Commission for filing; (ii) subject to the foregoing clause (i), promptly to prepare, with respect to any Securities to be sold through or to such Agent pursuant to this Agreement or any Terms Agreement, a Preliminary Memorandum and a Final Memorandum with respect to such Securities in a form previously approved by such Agent (which approval shall not be unreasonably withheld or delayed); and (iii) promptly to file all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during the distribution of the Securities or any Private Exchange Securities. The Company will promptly advise each Agent of (i) any amendment or supplement to any -15- Offering Memorandum relating to the Securities; (ii) the issuance of any order preventing or suspending the use of any Offering Memorandum relating to the Securities or the initiation or threatening of any proceeding for that purpose, or of any request for any amendment or supplement to the Offering Memorandum or for additional information; and (iii) the receipt by the Company of any notification with respect to any suspension of the qualification of the Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for any such purpose. The Company agrees to use its reasonable best efforts to prevent the issuance of any such order preventing or suspending the use of any such Offering Memorandum or of any notification suspending any such qualification of the Securities and, if issued, to use promptly its reasonable best efforts to obtain withdrawal thereof as soon as possible. If an Offering Memorandum is amended or supplemented as a result of the filing under the Exchange Act of any document incorporated by reference therein, no Agent shall be obligated to solicit offers to purchase Securities so long as it is not reasonably satisfied with such document. (b) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and to continue such qualifications in effect so long as reasonably required in connection with the distribution of the Securities, provided that the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction. (c) To furnish each Agent and counsel to the Agents, at the expense of the Company, a signed copy of each Offering Memorandum and each amendment or supplement thereto, in each case including documents incorporated by reference therein, and, during the period mentioned in paragraph (d) below, to furnish each Agent as many copies of the Preliminary Memorandum and the Final Memorandum (including all amendments and supplements thereto) and documents incorporated by reference therein as such Agent may reasonably request. (d) If at any time prior to the completion of any distribution of the Securities or any Private Exchange Securities, any event shall occur as a result of which the Offering Memorandum relating thereto, as then amended or supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if, in the opinion of the Agents or the Company, it is necessary at any time to amend or supplement the Offering Memorandum to comply with law, to immediately notify the Agents by telephone (with confirmation in writing) and request each Agent (i) in its capacity as agent of the Company, to suspend solicitation of offers to purchase Securities from the Company (and, if so notified, -16- such Agent shall immediately cease such solicitations and immediately cease using the Offering Memorandum as soon as practicable, but in any event not later than one business day later); and (ii) to cease sales of any Securities such Agent may then own as principal. If, as a result of the occurrence of any event described in the first sentence of this Section 4(d), the Company shall decide to amend or supplement the Offering Memorandum, as then amended or supplemented, it shall so advise each Agent promptly by telephone (with confirmation in writing) and, at its expense, shall prepare an amendment or supplement to the Offering Memorandum, as then amended or supplemented, that will correct such statement or omission or effect such compliance and will supply such amended or supplemented Offering Memorandum to the Agents in such quantities as they may reasonably request. If any such amendment or supplement and any documents, opinions, letters and certificates furnished to the Agents pursuant to Sections 4(e), 4(i), 4(j) and 4(k) hereof in connection with the preparation of such amendment or supplement are reasonably satisfactory in all respects to the Agents, the Agents will resume the solicitation of offers to purchase Securities hereunder. Notwithstanding any other provision of this Section 4(d), until the distribution of any Securities any Agent may own as principal has been completed or in the event such Agent, in the reasonable opinion of its counsel, is otherwise required to deliver an Offering Memorandum in respect of a transaction in the Securities, if any event described in the first sentence of this Section 4(d) occurs, the Company will (i) at its own expense, promptly prepare an amendment or supplement to the Offering Memorandum, reasonably satisfactory in all respects to such Agent, that will correct such statement or omission or effect such compliance, (ii) supply such amended or supplemented Offering Memorandum to such Agent in such quantities as such Agent may reasonably request and (iii) furnish to such Agent pursuant to Sections 4(e), 4(i), 4(j) and 4(k) hereof such documents, certificates, opinions and letters as it may request in connection with the preparation of such amendment or supplement. (e) To furnish to the Agents during the term of this Agreement such relevant documents and certificates of officers of the Company relating to the business, operations and affairs of the Company, the Base Memorandum, any Preliminary Memorandum, any Final Memorandum, any amendments or supplements thereto, the Indenture, the Securities, the Exchange Securities, the Private Exchange Securities, this Agreement, the Administrative Procedures, any applicable Terms Agreement and the performance by the Company of its obligations hereunder or thereunder as the Agents may from time to time reasonably request and shall notify the Agents promptly in writing of any downgrading, or on its receipt of any notice of (i) any intended or potential downgrading or (ii) any review or possible change that indicates a downgrading or possible downgrading in the rating accorded any securities of, or guaranteed by, the Company by any Rating Organization. -17- (f) That each time the Company sells Securities to any Agent as principal pursuant to a Terms Agreement or other agreement and such Terms Agreement or other agreement specifies the execution and delivery of a Registration Rights Agreement under this Section 4(f) as a condition to the purchase of Securities pursuant to such Terms Agreement or other agreement, the Company shall execute and deliver a Registration Rights Agreement of the same tenor as the Registration Rights Agreement referred to in Section 6(g) hereof, but modified to relate to such Securities. (g) To furnish to the Agents, during the term of this Agreement, (but after five years from the date of this Agreement, upon request) copies of all reports or other communications (financial or other) furnished to holders of Securities and copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed. (h) From the date of any applicable Terms Agreement or other agreement by any Agent to purchase Securities as principal and continuing to and including the business day following the related Time of Delivery, not to offer, sell, contract to sell or otherwise dispose of in the United States any debt securities of or guaranteed by the Company which are substantially similar to the Securities, without the prior written consent of such Agent (which consent shall not be unreasonably withheld), except (i) pursuant to this Agreement and any Terms Agreement, (ii) pursuant to a private placement not constituting a public offering under the Securities Act that does not provide for a continuous private placement of medium-term debt securities, (iii) in connection with a firm commitment underwriting pursuant to an underwriting agreement that does not provide for a continuous offering of medium-term debt securities, or (iv) in connection with the continuous public offering of asset-backed medium-term debt securities rated "AA" (or an equivalent rating) or higher by a Rating Organization. (i) That each time the Company updates an Offering Memorandum, whether through amendment, supplement or otherwise (other than for the purpose of reflecting the terms of any applicable Terms Agreement or for a change the Agents deem to be immaterial), or creates a new Base Memorandum or Preliminary Memorandum, and each time the Company sells Securities to any Agent as principal pursuant to a Terms Agreement or other agreement and such Terms Agreement or other agreement specifies the delivery of opinions under this Section 4(i) as a condition to the purchase of Securities pursuant to such Terms Agreement or other agreement, the Company shall furnish or cause to be furnished forthwith to such Agent written opinions of Dechert, or other counsel for the Company reasonably satisfactory to such Agent, and John R. Welty, or any successor General Counsel of the Company, each dated the date of such update to an Offering Memorandum or creation of a new Base -18- Memorandum or Preliminary Memorandum, or the Time of Delivery relating to such sale, as the case may be, in forms reasonably satisfactory to such Agent, of the same tenors as the opinions referred to in Section 6(b) and 6(c) hereof, respectively, but modified to relate thereto, or, in lieu of either such opinion, counsel last furnishing such an opinion may furnish to such Agent a letter to the effect that such Agent may rely on the opinion of such counsel which was last furnished to such Agent to the same extent as though it were dated the date of such letter (except that the statements in such last opinion shall be deemed to relate to such updated Offering Memorandum or new Base Memorandum or Preliminary Memorandum or such Time of Delivery). (j) That each time the Company updates an Offering Memorandum to include or incorporate amended or supplemented financial information and each time the Company sells Securities to any Agent as principal pursuant to a Terms Agreement or other agreement, the Company shall cause the independent certified public accountants who have certified the financial statements of the Company and its subsidiaries included or incorporated by reference in such Offering Memorandum forthwith to furnish such Agent a letter, dated the date of such Offering Memorandum or the date of such Terms Agreement or other agreement (and, if such Terms Agreement or other agreement specifies the delivery of a letter under this Section 4(j) as a condition to the purchase of Securities pursuant to such Terms Agreement or other agreement, the Time of Delivery relating to such sale), as the case may be, in form reasonably satisfactory to such Agent, of the same tenor as the letter referred to in Section 6(e) hereof but modified to relate to such Offering Memorandum, provided, however, that, with respect to any financial information or other matter, such letter may reconfirm as true and correct at such date, as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matter made in the letter referred to in Section 6(e) hereof which was last furnished to such Agent. (k) That each time the Company updates an Offering Memorandum, whether through amendment, supplement or otherwise (other than for the purpose of reflecting the terms of any applicable Terms Agreement for a change the Agents deem to be immaterial), or creates a new Base Memorandum or Preliminary Memorandum and each time the Company sells Securities to any Agent as principal and the applicable Terms Agreement or other agreement specifies the delivery of a certificate under this Section 4(k) as a condition to the purchase of Securities pursuant to such Terms Agreement or other agreement, the Company shall furnish or cause to be furnished forthwith to such Agent a certificate signed by an executive officer of the Company, dated the date of such updates to an Offering Memorandum or creation of a new Base Memorandum or Preliminary Memorandum or the Time of Delivery relating to such sale, as the case may be, in form reasonably satisfactory to such Agent, of the same -19- tenor as the certificates referred to in Section 6(f) but modified to relate thereto or to the effect that the statements contained in the certificate referred to in Section 6(f) hereof which was last furnished to such Agent are true and correct at such date as though made at and as of such date (except that such statements shall be deemed to relate to such updated Offering Memorandum or new Base Memorandum or Preliminary Memorandum or such Time of Delivery). (l) To use the net proceeds received by the Company from the sale of the Securities pursuant to this Agreement and any Terms Agreement in the manner specified in the Offering Memorandum relating thereto. (m) To use its reasonable best efforts to permit the Securities to be eligible for clearance and settlement through The Depositary Trust Company. (n) To furnish to the holders of the Securities as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, stockholders' equity and cash flows of the Company and its consolidated subsidiaries certified by independent public accountants) and, as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after the date of the applicable Offering Memorandum), consolidated summary financial information of the Company and its subsidiaries of such quarter in reasonable detail (which requirement shall be deemed to be satisfied upon the filing with the Commission by the Company of its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q). (o) During the period of two years after the closing date of each issuance and sale of Securities, not to, and to use its reasonable best efforts to cause its "affiliates" (as defined in Rule 144 under the Securities Act) not to, resell any of such Securities which constitute "restricted securities" under Rule 144 that have been reacquired by any of them. (p) While any Securities remain outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, during any period in which it is not subject to Section 13 or 15(d) under the Exchange Act, make available, at its expense, to the Agents and any holder of Securities in connection with any sale thereof and any prospective purchaser of Securities, in each case upon request, the information specified in, and meeting the requirements of, Rule 144A(d)(4) under the Securities Act (or any successor thereto). -20- (q) Not to take any action prohibited by Regulation M under the Exchange Act in connection with the distribution of the Securities under this Agreement or any Terms Agreement. (r) Not to solicit any offer to buy or offer or sell the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act. (s) With respect to Securities sold outside the United States to non- U.S. persons (as defined in Rule 902 under the Securities Act), not to register any transfer of such Securities not made in accordance with the provisions of Regulation S under the Securities Act and not to, except in accordance with the provisions of Regulation S under the Securities Act, issue any such Securities in definitive form. (t) Not to sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any "security" (as defined in the Securities Act) which could be integrated with the sale of the Securities in a manner which would require the registration under the Securities Act of the Securities. (u) To comply in all material respects with the terms and conditions of the Registration Rights Agreement. 5. Costs and Expenses. The Company covenants and agrees with each Agent that the Company will, whether or not any sale of Securities is consummated, pay all costs and expenses incident to the performance of its obligations hereunder and under any applicable Terms Agreement, including, without limiting the generality of the foregoing, all costs and expenses: (i) incident to the preparation, issuance, execution, authentication and delivery of the Securities, including any reasonable expenses of the Trustee, (ii) incident to the preparation, printing and distribution of each Preliminary Memorandum and each Final Memorandum (including in each case all exhibits, amendments and supplements thereto), (iii) incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may reasonably request pursuant to Section 4(b) (including reasonable related fees of counsel for the Agents (or such Agent) and their reasonable related disbursements), (iv) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, any Terms Agreement, the Registration Rights Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of each Preliminary Memorandum and each Final Memorandum, including mailing and shipping, as herein provided, (v) payable to rating agencies in connection with the rating of the Securities, (vi) the reasonable fees and disbursements of one firm of attorneys (specifically Cahill -21- Gordon & Reindel) providing legal counsel to the Agents incurred in connection with the offering and sale of the Securities, including any opinions to be rendered by such counsel hereunder, and (vii) any advertising and out-of-pocket expenses reasonably incurred by the Agents in connection with the performance of their obligations hereunder, including in connection with a "road show" presentation to potential investors. 6. Conditions. The obligation of any Agent, as agent of the Company, at any time ("Solicitation Time") to solicit offers to purchase the ----------------- Securities, the obligation of any Agent to purchase Securities as principal pursuant to any Terms Agreement or otherwise, and the obligation of any other purchaser to purchase Securities shall in each case be subject to (1) the condition that all representations and warranties of the Company herein and all statements of officers of the Company made in any certificate furnished pursuant to the provisions hereof are true and correct (i) in the case of an Agent's obligation to solicit offers to purchase Securities, at and as of such Solicitation Time and (ii) in the case of any Agent's or any other purchaser's obligation to purchase Securities, at and as of the time the Company accepts the offer to purchase such Securities and, as the case may be, at and as of the related Time of Delivery or time of purchase; (2) the condition that at or prior to such Solicitation Time, time of acceptance, Time of Delivery or time of purchase, as the case may be, the Company shall have complied with all its agreements and all conditions on its part to be performed or satisfied hereunder prior to such relevant time; and (3) the following additional conditions when and as specified: (a) Prior to such Solicitation Time or corresponding Time of Delivery or time of purchase, as the case may be: (i) and subsequent to the date of this Agreement, there shall not have occurred any downgrading, nor shall any notice have been given of (A) any intended or potential downgrading or (B) any review or possible change that indicates a downgrading or possible downgrading in the rating accorded any securities of or guaranteed by the Company by any Rating Organization; (ii) and subsequent to the date of this Agreement, there shall not have been any material adverse change in the financial condition or results of operations of the Company and its subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the Final Memorandum, the effect of which in the judgment of the applicable Agent makes it impracticable or inadvisable to market the Securities on the terms and in the manner contemplated in the Final Memorandum; and (iii) and subsequent to the date of this Agreement, there shall not have occurred (a) any suspension or limitation of trading in securities generally on -22- the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (b) any banking moratorium declared by U.S. Federal or New York authorities; or (c) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the judgment of the applicable Agent, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Securities. (b) In the case of a purchase of Securities by an Agent as principal pursuant to a Terms Agreement or otherwise, if called for by the applicable Terms Agreement or other agreement, at the corresponding Time of Delivery, Dechert, counsel for the Company, shall have furnished to the relevant Agent or Agents their written opinion, dated the Time of Delivery, in form and substance satisfactory to such Agent or Agents, to the effect that: (i) the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with corporate power and authority to own its properties and conduct its business as described in the Offering Memorandum; (ii) the Indenture has been duly authorized, executed and delivered by the Company, has been qualified under the Trust Indenture Act and constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights, to public policy considerations and to general equity principles; the Indenture complies as to form in all material respects with the requirements of the Trust Indenture Act; the Securities, the Exchange Securities and the Private Exchange Securities have been duly authorized by the Company and, when the terms thereof have been established and when they have been executed, authenticated, issued and delivered in the manner provided in the Indenture and, in the case of the Securities, sold through an Agent as agent or to any Agent as principal pursuant to a Terms Agreement, will constitute, valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights, and to general equity principles (it being -23- understood that such counsel may assume that (a) at the time of such issuance, sale and delivery of each Security, the authorization of the Securities will not have been modified or rescinded and there will not have occurred any change in law affecting the validity, legally binding character or enforceability of such Security, and (b) neither the issuance, sale and delivery of any Security, nor any of the terms of such Security, nor compliance by the Company with such terms, will violate any applicable law, any agreement or instrument then binding upon the Company or any restriction imposed by any court or governmental body having jurisdiction over the Company, in each case to the extent not in effect on the date of such opinion); (iii) no consent, approval, authorization or order, license, registration or qualification of or with any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement and any applicable Terms Agreement, the Registration Rights Agreement or the Indenture in connection with the issuance or sale of the Securities by the Company, except such as may be required under state securities or Blue Sky laws (it being understood that such counsel may assume with respect to each particular Security that the inclusion of any alternative or additional terms in such Security that are not currently specified in the form of Securities approved by the actions of the authorized officers would not require the Company to obtain any regulatory consent, authorization or approval or make any regulatory filing in order for the Company to issue sell and deliver such Security); (iv) the execution, delivery and performance of the Indenture, this Agreement and any applicable Terms Agreement, the Registration Rights Agreement and the issuance and sale of the Securities and compliance with the terms and provisions of the Indenture, this Agreement and any applicable Terms Agreement, the Registration Rights Agreement and the terms of the Securities described in the Offering Memorandum will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, any material statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Company, any subsidiary incorporated in the United States of America or any of their respective properties known to such counsel, or the charter or by-laws of the Company or any "significant subsidiary" (as defined in Regulation S-X under the Securities Act) of the Company; and the Company has full power and authority to authorize, issue and, in the case of the Securities, sell, the Securities, the Exchange Securities and the Private Exchange Securities as contemplated by this Agreement and any applicable Terms Agreement and the Registration Rights -24- Agreement (it being understood that such counsel may assume with respect to each particular Security that the inclusion of any alternative or additional terms in such Security that are not currently specified in the form of Securities approved by the actions of the authorized officers will not cause the issuance, sale or delivery of such Security, the terms of such Security, or the compliance by the Company with such terms, to violate any of the statutes, rules, regulations or orders, or to result in a default under or a breach of any of the agreements, specified in this paragraph); (v) such counsel have no reason to believe the Offering Memorandum relating to the Securities, as of its date, or any amendment thereto, as of its date, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; it being understood that such counsel need express no opinion as to the financial statements or other financial and statistical data contained in the Offering Memorandum; (vi) this Agreement has been duly authorized, executed and delivered by the Company; the Registration Rights Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) the enforceability thereof may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights, to public policy considerations and to general equity principles, (ii) any rights to indemnity and contribution thereunder may be limited by federal and state securities laws and public policy considerations and (iii) the enforceability of provisions imposing liquidated damages, penalties or an increase in interest rate upon the occurrence of certain events may be limited in certain circumstances; (vii) each document filed pursuant to the Exchange Act (other than the financial statements, schedules and other financial and statistical data included therein, as to which such counsel need express no opinion) and incorporated or deemed to be incorporated by reference in the Offering Memorandum complied as to form in all material respects with the applicable requirements of the Exchange Act when so filed; (viii) the Securities satisfy the requirements set forth in Rule 144A(d)(3) under the Securities Act; and -25- (ix) in reliance upon the representations and warranties made by the Company and the Agents in this Agreement and any applicable Terms Agreement, the offer and sale of the Securities by the Company and the initial resale of such Securities by the Agents in accordance with the provisions of this Agreement and any applicable Terms Agreement are exempt from the registration requirements of the Securities Act, assuming (i) that the purchasers who buy the Securities in the initial resales are qualified institutional buyers (as defined in Rule 144A under the Securities Act) or non-U.S. Persons (as defined in Rule 902 under the Securities Act) and (ii) the accuracy of the Agents' representations and agreements and those of the Company contained in this Agreement and the Terms Agreement regarding the absence of a general solicitation in connection with the sale of the Securities to the Agents and the initial resales thereof (it being understood that such counsel need express no opinion as to any subsequent resale of any Securities). Such counsel in rendering such opinion may rely as to certain matters of fact on certificates of officers of the Company and of public officials; provided, however, that such certificates shall have been delivered to the Agents on or prior to the Time of Delivery. (c) In the case of a purchase of Securities by an Agent as principal pursuant to a Terms Agreement or otherwise, if called for by the applicable Terms Agreement or other agreement, at the corresponding Time of Delivery, John R. Welty, Vice President, General Counsel and Secretary of the Company, shall have furnished to the relevant Agent or Agents his written opinion, dated the Time of Delivery, in form and substance satisfactory to such Agent or Agents, to the effect that: (i) no consent, approval or authorization of any third party is required for the consummation of the transactions contemplated by this Agreement and any applicable Terms Agreement, the Registration Rights Agreement or the Indenture in connection with the issuance or sale of the Securities by the Company, except such as have been obtained and made and are in full force and effect and such as may be required under state securities or Blue Sky laws; (ii) the execution, delivery and performance of the Indenture, the Registration Rights Agreement and the applicable Terms Agreement (including the provisions of this Agreement) and the issuance and, in the case of the Securities, the sale of the Securities, the Exchange Securities and the Private Exchange Securities and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default under (including, without limitation, any event or condition -26- which, with notice or lapse of time, or both, would constitute a default under), any material agreement or instrument known to such counsel to which the Company or any subsidiary is a party or by which the Company or any subsidiary is bound or to which any of the properties of the Company or any subsidiary is subject; (iii) the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with corporate power and authority to own its properties and conduct its business as described in the Offering Memorandum; (iv) the Company has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole; (v) each of the Company's subsidiaries has been duly incorporated and is validly existing as a corporation under the laws of its jurisdiction of incorporation with corporate power and authority to own its properties and conduct its business as described in the Offering Memorandum and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified and in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole; and all of the outstanding shares of capital stock of each subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable, and (except, in the case of foreign subsidiaries, for directors' qualifying shares) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims; (vi) this Agreement has been duly authorized, executed and delivered by the Company; the Registration Rights Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) the enforceability thereof may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights, to public policy considerations and to general equity principles, (ii) any -27- rights to indemnity and contribution thereunder may be limited by federal and state securities laws and public policy considerations and (iii) the enforceability of provisions imposing liquidated damages, penalties or an increase in interest rate upon the occurrence of certain events may be limited in certain circumstances; (vii) the Securities to be issued and sold by the Company hereunder have been duly authorized, and when delivered to and paid for the by the Agents in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable and the issuance of the Securities is not subject to any preemptive or similar rights; the Exchange Securities and the Private Exchange Securities to be issued by the Company under the Registration Rights Agreement have been duly authorized; (viii) except as set forth in the Offering Memorandum, there are no material pending legal proceedings known to such counsel to which the Company or any subsidiary is a party or of which the property of the Company or any subsidiary is the subject, and to the best knowledge of such counsel no such proceeding is contemplated; (ix) neither the Company nor any of its subsidiaries is, or with the giving of notice or lapse of time or both would be, in violation of or in default under, its Certificate of Incorporation or By-Laws or any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Company or any of its subsidiaries is a party or by which it or any of them or any of their respective properties is bound, except for violations and defaults which would not have a Material Adverse Effect on the Company or any of its subsidiaries; and the performance by the Company of its obligations under this Agreement and any applicable Terms Agreement, the Indenture and the Registration Rights Agreement and the consummation of the transactions contemplated herein and therein will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, nor will any such action result in any violation of the provisions of the Certificate of Incorporation or the By-Laws of the Company or any applicable law or statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company, its subsidiaries or any of their respective properties; -28- (x) each of the Company and its subsidiaries owns, possesses or has obtained all licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all federal, state, local and other governmental authorities (including foreign regulatory agencies), all self- regulatory organizations and all courts and other tribunals, domestic or foreign, necessary to own or lease, as the case may be, and to operate its properties and to carry on its business as conducted as of the date hereof, except where the failure to do so, individually or in the aggregate, would not have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole, and neither the Company nor any such subsidiary has received any actual notice of any proceeding relating to revocation or modification of any such license, permit, certificate, consent, order, approval or other authorization, except as described in the Final Memorandum; and each of the Company and its subsidiaries is in compliance with all laws and regulations relating to the conduct of its business as conducted as of the date of the Offering Memorandum, except where the failure to do so, individually or in the aggregate, would not have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole; (xi) to the best of such counsel's knowledge, each of the Company and its subsidiaries is in compliance with all applicable Environmental Laws, except, where noncompliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole; there are no legal or governmental proceedings pending or, to the best knowledge of such counsel, threatened against or affecting the Company or any of its subsidiaries under any Environmental Law which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole; (xii) the Company is not, and after giving effect to the offering and sale of the Shares, will not be an "investment company" or entity "controlled" by an "investment company", as such terms are defined in the Investment Company Act; and (xiii) such counsel has no reason to believe that the Offering Memorandum relating to the Securities, as of its date, or any amendment thereto, as of its date, contained any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; it being understood that such counsel need express no opinion as -29- to the financial statements or other financial or statistical data contained in the Offering Memorandum. Such counsel in rendering such opinion may rely as to certain matters of fact on certificates of officers of the Company and of public officials; provided, however, that such certificates shall have been delivered to the Agents on or prior to the Time of Delivery. (d) In the case of a purchase of Securities by an Agent as principal pursuant to a Terms Agreement or otherwise, if called for by the applicable Terms Agreement or other agreement, at the corresponding Time of Delivery, Cahill Gordon & Reindel, counsel to the Agents, shall have furnished to the relevant Agent or Agents such opinion or opinions, dated the Time of Delivery, with respect to the validity of the Indenture, the Securities, the Registration Rights Agreement, the Offering Memorandum as amended or supplemented and other related matters as such Agent or Agents may reasonably request, and in each case such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. (e) In the case of a purchase of Securities by an Agent as principal pursuant to a Terms Agreement or otherwise, on the date of such Terms Agreement or other agreement and, if called for by the applicable Terms Agreement or other agreement, and at the corresponding Time of Delivery, the Company's independent certified public accountants who have certified the financial statements of the Company and its subsidiaries included or incorporated by reference in the Offering Memorandum, as then amended or supplemented, shall have furnished to the relevant Agent or Agents a letter, dated the Time of Delivery, in form and substance satisfactory to such Agent or Agents, containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information relating to the Company contained in or incorporated by reference in the Offering Memorandum, as then amended or supplemented. (f) In the case of a purchase of Securities by an Agent as principal pursuant to a Terms Agreement or otherwise, if called for by the applicable Terms Agreement or other agreement, at the corresponding Time of Delivery, the relevant Agent or Agents shall have received a certificate or certificates signed by two executive officers of the Company, dated the Time of Delivery, in which each such officer, to the best of his knowledge after reasonable investigation, shall state that (1) the representations and warranties of the Company contained herein are true and correct in all material respects on and as of the Time of Delivery as if made on and as of such date, (2) the Company has complied in all material respects with all agreements and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder or -30- under the applicable Terms Agreement or other agreement at or prior to the Time of Delivery, and (3) subsequent to the date of the most recent financial statements in the Offering Memorandum, there has not occurred any material adverse change in the financial condition or results of operations of the Company and its subsidiaries, taken as a whole, except as set forth in or contemplated by the Offering Memorandum or as described in such certificate and reasonably acceptable to such Agent or Agents. (g) In the case of a purchase of Securities by an Agent as principal pursuant to a Terms Agreement or otherwise, if called for by the applicable Terms Agreement or other agreement, at the corresponding Time of Delivery, the Company shall have executed and delivered in favor of the relevant Agent or Agents a Registration Rights Agreement, dated the Time of Delivery, in form and substance satisfactory to such Agent or Agents. (h) At each Time of Delivery, the Company shall have furnished to the relevant Agent or Agents such further relevant certificates, information and documents as such Agent or Agents may reasonably request. 7. Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Agent and each person, if any, who controls such Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including without limitation the legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted) arising out of any untrue statement or alleged untrue statement of a material fact contained in any Offering Memorandum (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or arising out of any omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information furnished to the Company in writing by such Agent expressly for use therein; provided, however, that the foregoing indemnity with respect to any untrue statement in or omission from any Preliminary Memorandum relating to an offering of Securities shall not inure to the benefit of any Agent (or to the benefit of any person controlling such Agent) from whom the person asserting any such losses, claims, damages or liabilities purchased the Securities if (i) the Company has complied with Section 4(a), (c) and (d) of this Agreement, and (ii) a copy of the Final Memorandum had not been sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and the Final Memorandum would have cured the defect giving rise to such loss, claim, damage or liability. For purposes of the proviso to the immediately preceding sentence, the term "Final Memoran- -31- dum" shall not be deemed to include the documents incorporated therein by reference, and no Agent shall be obligated to send or give any supplement or amendment to any document incorporated by reference in the Final Memorandum to any person. (b) Each Agent agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers and each person who controls the Company within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Agent, but only with reference to information furnished to the Company in writing by such Agent expressly for use in the Offering Memorandum or any amendment or supplement thereto. (c) If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnity may be sought pursuant to either of the two preceding paragraphs, such person (the "Indemnified Person") shall promptly ------------------ notify the person against whom such indemnity may be sought (the "Indemnifying ------------ Person") in writing, and the Indemnifying Person, upon request of the ------ Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Indemnifying Person may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary, (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person or (iii) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm for the Agents and such control persons of the Agents shall be designated in writing by Credit Suisse First Boston Corporation and J.P. Morgan Securities Inc., or, if Credit Suisse First Boston Corporation and J.P. Morgan Securities Inc. are not Indemnified Persons, by the Agents that are Indemnified Persons, and any such separate firm for the Company, its directors, its officers and such control persons of the Company shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. If at any time an In- -32- demnified Person shall have requested an Indemnifying Person to reimburse the Indemnified Person for fees and expenses of counsel as contemplated by the third sentence of this paragraph, such Indemnifying Person agrees that it shall be liable for any settlement of any proceeding of the nature contemplated by Sections 7(a) or 7(b) hereof effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such Indemnifying Person of the aforesaid request, (ii) such Indemnifying Person shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such Indemnifying Person shall not have reimbursed such Indemnified Person in accordance with such request prior to the date of such settlement. Notwithstanding the immediately preceding sentence, if at any time an Indemnified Person shall have requested an Indemnifying Person to reimburse the Indemnified Person for fees and expenses of counsel, an Indemnifying Person shall not be liable for any settlement of any proceeding of the nature contemplated by Sections 7(a) or 7(b) hereof effected without its consent if such Indemnifying Person (i) reimburses such Indemnified Person in accordance with such request to the extent it reasonably considers such request to be reasonable and (ii) provides written notice to the Indemnified Person substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. No Indemnifying Person shall, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding. (d) If the indemnification provided for in paragraph (a) or (b) of this Section 7 is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to herein in connection with any offering of Securities, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and each Agent on the other from the offering of the Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and each Agent on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and each Agent on the other in connection with the offering of such Securities shall be deemed to be in the same respective proportion as the net proceeds from the offering of such Securities (before deducting expenses) received by the Company and the total discounts and commissions received by each Agent in respect thereof bear to the aggregate offering price of such -33- Securities. The relative fault of the Company on the one hand and of each Agent on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or by such Agent on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and each Agent agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if all Agents were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to above in this Section 7 shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Person in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 7, in no event shall an Agent be required to contribute any amount in excess of the amount by which the total price at which the Securities referred to in Section 7(d) hereof that were sold by or through such Agent exceeds the amount of any damages that such Agent has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligation of each Agent to contribute pursuant to this subsection (d) is several (in the proportion to the principal amount of the Securities the sale of which by or through such Agent gave rise to such losses, claims, damages or liabilities bears to the aggregate principal amount of the Securities the sale of which by or through any Agent gave rise to such losses, claims, damages or liabilities) and is not joint. (e) The indemnity and contribution agreements contained in this Section 7 are in addition to any liability which the Indemnifying Persons may otherwise have to the Indemnified Persons referred to above. 8. Termination. (a) This Agreement may be terminated at any time (i) by the Company with respect to any or all of the Agents or (ii) by any Agent with respect to itself only, in each case upon the giving of written notice of such termination to each other party hereto. Any Terms Agreement shall be subject to termination in the absolute discretion of the Agent or Agents that are parties thereto on the terms set forth or incorporated by reference therein. The termination of this Agreement shall not require termination of any agreement by an Agent to purchase Securities as principal (whether pursuant to a Terms Agreement or otherwise) and -34- the termination of such an agreement shall not require termination of this Agreement. In the event this Agreement is terminated with respect to any Agent, (x) this Agreement shall remain in full force and effect with respect to any Agent as to which such termination has not occurred, (y) this Agreement shall remain in full force and effect with respect to the rights and obligations of any party which have previously accrued or which relate to Securities which are already issued, agreed to be issued or the subject of a pending offer at the time of such termination and (z) in any event, the provisions of the fourth paragraph of Section 2(a), Section 2(c), the last sentence of Section 4(d) and Sections 4(g), 5, 7, 9, 10, 12 and 15 hereof shall survive; provided that if at the time of termination an offer to purchase Securities has been accepted by the Company but the time of delivery to the purchaser or its agent of such Securities has not yet occurred, the provisions of Sections 2(b), 2(d), 4(a) through 4(f), 4(h) through 4(m), 4(q) through 4(t) and 6 hereof shall also survive. If any Terms Agreement is terminated, the provisions of the last sentence of Section 4(d) and Sections 2(b), 2(d), 4(a), 4(b), 4(e), 4(f), 4(g) through 4(m), 4(q) through 4(t), 5, 6, 7, 9, 10, 12 and 15 hereof (which shall have been incorporated by reference in such Terms Agreement) shall survive. (b) If this Agreement or any Terms Agreement shall be terminated by an Agent or Agents because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement or any Terms Agreement or if for any reason the Company shall be unable to perform its obligations under this Agreement or any Terms Agreement or any condition of any Agent's obligations cannot be fulfilled, the Company agrees to reimburse each Agent or such Agents as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by such Agent or Agents in connection with this Agreement or the offering of Securities. 9. Position of the Agents. Each Agent, in soliciting offers to purchase Securities from the Company and in performing the other obligations of such Agent hereunder (other than in respect of any purchase by an Agent as principal, pursuant to a Terms Agreement or otherwise), is acting solely as agent for the Company and not as principal and does not assume any obligation towards or relationship of agency or trust with any purchaser of Securities. Each Agent will make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Securities from the Company was solicited by such Agent and has been accepted by the Company, but such Agent shall not have any liability to the Company in the event such purchase is not consummated for any reason. If the Company shall default on its obligation to deliver Securities to a purchaser whose offer it has accepted, the Company shall (i) hold the relevant Agent harmless against any loss, claim, damage or liability arising from or as a result of such default by the Company and (ii) notwithstanding such default, pay to the Agent that solicited such offer any commission to which it would be entitled in connection with such sale. -35- 10. Representations and Indemnities to Survive. The respective indemnities and contribution agreements, representations, warranties and other statements of the Company, its officers and the Agents set forth in or made pursuant to this Agreement or any agreement by an Agent to purchase Securities as principal shall remain in full force and effect regardless of any termination of this Agreement or any such agreement, any investigation made by or on behalf of any Agent or any controlling person of any Agent, or the Company, or any officer or director or any controlling person of the Company, and shall survive each delivery of and payment for any of the Securities. 11. Notices. Except as otherwise specifically provided herein or in the Administrative Procedures, all statements, requests, notices and advices hereunder shall be in writing, and effective only on receipt and will be delivered by hand, by mail (postage prepaid), by telegram (charges prepaid) or by telex. Communications to the Agents will be sent, in the case of J.P. Morgan Securities Inc., to 270 Park Avenue, 8th Floor, New York, New York 10017 (Telecopy: (212) 843-6081) Attention: Medium-Term Notes Desk; in the case of Credit Suisse First Boston Corporation, Eleven Madison Avenue, New York, New York 10010 (Telecopy: (212) 743-5825) Attention: Short Term Products Group; and, if sent to the Company, to it at Carpenter Technology Corporation, 101 West Bern Street, Reading, PA 19601 (Telecopy: (610) 208-3068); Attention: Vice President, General Counsel and Secretary. 12. Successors. This Agreement and any Terms Agreement shall be binding upon, and inure solely to the benefit of, each Agent and the Company, and their respective successors and the officers, directors and controlling persons referred to in Section 7 hereof and (to the extent expressly provided in Section 6 hereof) the purchasers of Securities, and no other person shall acquire or have any right or obligation under or by virtue of this Agreement or any Terms Agreement. 13. Amendments. This Agreement may be amended or supplemented if, but only if, such amendment or supplement is in writing and is signed by the Company and each Agent; provided that the Company may from time to time, on seven days prior written notice to the Agents but without the consent of any Agent, amend this Agreement to add as a party hereto one or more additional firms registered under the Exchange Act, whereupon each such firm shall become an Agent hereunder on the same terms and conditions as the other Agents that are parties hereto. The Agents shall sign any amendment or supplement giving effect to the addition of any such firm as an Agent under this Agreement. 14. Business Day. Time shall be of the essence in this Agreement and any Terms Agreement. As used herein, the term "business day" shall mean any day which is not a Saturday or Sunday or legal holiday or a day on which banks in New York City are required or authorized by law or executive order to close. -36- 15. Applicable Law. This Agreement and any Terms Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the conflict of laws provisions thereof. 16. Counterparts. This Agreement and any Terms Agreement may be signed in counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument. 17. Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement. -37- If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, whereupon this letter and the acceptance by each of you thereof shall constitute a binding agreement between the Company and each of you in accordance with its terms. Very truly yours, CARPENTER TECHNOLOGY CORPORATION By: /s/ Jaime Vasquez --------------------------- Name: Jaime Vasquez Title: V.P. and Treasurer Accepted in New York, New York, as of the date first above written: J.P. Morgan Securities Inc. By: /s/ J.C. Padilla --------------------------- Name: Jose C. Padilla Title: Vice President Credit Suisse First Boston Corporation By: /s/ Paul D. Scherzer --------------------------- Name: Paul D. Scherzer Title: Vice President EX-21 7 dex21.txt SUBSIDIARIES OF THE REGISTRANT. EXHIBIT 21 SUBSIDIARIES OF CARPENTER TECHNOLOGY CORPORATION Aceromex Atlas, S.A. de C.V. Aceros Fortuna, S.A. de C.V. Aegis Technologies, L.L.C. Carpenter Powder Products AB Carpenter Powder Products GmbH Carpenter Advanced Ceramics Ltd. Carpenter Advanced Ceramics Pty. Ltd. Carpenter Advanced Ceramics, Inc. Carpenter Investments, Inc. Carpenter Servicios, S.A. de C.V. Carpenter Special Products Corporation Carpenter Technology (Canada) Limited Carpenter Technology (Deutschland) GmbH Carpenter Technology (Europe) S.A. Carpenter Technology (France) SARL Carpenter Technology (Italy) s.r.l. Carpenter Technology (Taiwan) Corporation Carpenter Technology (UK) Limited Carpenter Technology Asia Pacific Pte. Ltd Carpenter Technology International Corp. Carpenter Technology Mauritius Ltd. Cartech Corporation Ceramicas Carpenter, S.A. de C.V. Certech International Ltd. Certech, Inc. Carpenter Powder Products Inc. CRS Holdings Inc. Dynamet Holdings, Inc. Dynamet Incorporated Eagle (CRS) Investments, Inc. Grupo Carpenter Technology S.A. de C.V. International Metals Outlet, LLC Kalyani Carpenter Metal Centres Pvt. Ltd. Kalyani Carpenter Special Steels Limited Movilidad Moderna, S.A. de C.V. Parmaco AG Parmatech Corporation Rathbone Precision Metals, Inc. Shalmet Corporation Talley Holdings, Inc. Talley Industries, Inc. Talley Metals Technology, Inc. Talley Realty Development, Inc. Talley Realty Holding Company, Incorporated Temple y Forja Fortuna, S.A. de C.V. EX-23.1 8 dex231.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP. Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of our report dated August 13, 2001 relating to the financial statements, which appears in Carpenter Technology Corporation's Annual Report on Form 10-K for the year ended June 30, 2001. We also consent to the incorporation by reference of our report dated August 13, 2001 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K. We also consent to the reference to us under the heading "Experts" in such Registration Statement. /s/ PricewaterhouseCoopers LLP Philadelphia, Pennsylvania October 11, 2001 EX-25 9 dex25.txt FORM T-1 Exhibit No. 25 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 ____________________ FORM T - 1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ____________________ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305 (b)(2) _________ U.S. BANK TRUST NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 13-3781471 (I. R. S. Employer Identification No.) 100 Wall Street, New York, NY 10005 (Address of principal executive offices) (Zip Code) ____________________ For information, contact: Amy Roberts, Vice President U.S. Bank Trust National Association 100 Wall Street, 16th Floor New York, NY 10005 Telephone: (212) 361-2893 Carpenter Technology Corporation (Exact name of obligor as specified in its charter) Delaware 23-0458500 (State or other jurisdiction of (I. R. S. Employer incorporation or organization) Identification No.) 1047 N. Park Road Wyomissing, PA 19610 (Address of principal executive offices) (Zip Code) ____________________ 7 5/8% Notes Due 2011 (Title of the indenture securities) Item 1. General Information. Furnish the following information as to the trustee - - (a) Name and address of each examining or supervising authority to which it is subject. Name Address ---- ------- Comptroller of the Currency Washington, D. C. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with the Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. Item 16. List of Exhibits. Exhibit 1. Articles of Association of U.S. Bank Trust National Association, incorporated herein by reference to Exhibit 1 of Form T-1, Registration No. 333-51961. Exhibit 2. Certificate of Authority to Commence Business for First Trust of New York, National Association now known as U.S. Bank Trust National Association, incorporated herein by reference to Exhibit 2 of Form T-1, Registration No. 33-83774. Exhibit 3. Authorization to exercise corporate trust powers for U.S. Bank Trust National Association, incorporated herein by reference to Exhibit 3 of Form T-1, Registration No. 333-51961. Exhibit 4. By-Laws of U.S. Bank Trust National Association, incorporated herein by reference to Exhibit 4 of Form T-1, Registration No. 333-51961. Exhibit 5. Not applicable. Exhibit 6. Consent of First Trust of New York, National Association now known as U.S. Bank Trust National Association, required by Section 321(b) of the Act, incorporated herein by reference to Exhibit 6 of Form T-1, Registration No. 33-83774. Exhibit 7. Report of Condition of U.S. Bank Trust National Association, as of the close of business on June 30, 2001, published pursuant to law or the requirements of its supervising or examining authority. Exhibit 8. Not applicable. Exhibit 9. Not applicable. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, U.S. Bank Trust National Association, a national banking association organized and existing under the laws of the United States, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 11th day of October, 2001. U.S. BANK TRUST NATIONAL ASSOCIATION By: /s/ Amy S. Roberts ------------------- Amy S. Roberts Vice President Exhibit 7 --------- U.S. Bank Trust National Association Statement of Financial Condition As of 6/30/2001 ($000's) 6/30/2001 ---------------- Assets Cash and Due From Depository Institutions $ 71,287 Fixed Assets 459 Intangible Assets 52,475 Other Assets 12,767 ---------------- Total Assets $126,988 Liabilities Other Liabilities $ 10,979 ---------------- Total Liabilities $ 10,979 Equity Common and Preferred Stock $ 1,000 Surplus 120,932 Undivided Profits (5,9239) ---------------- Total Equity Capital $116,009 Total Liabilities and Equity Capital $126,988 ________________________________________________________________________________ To the best of the undersigned's determination, as of this date the above financial information is true and correct. U.S. Bank Trust National Association By: /s/ Amy S. Roberts ------------------ Vice President Date: October 11, 2001 EX-99.1 10 dex991.txt FORM OF LETTER OF TRANSMITTAL Exhibit No. 99.1 THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2001, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS OF EXISTING NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M. ON THE EXPIRATION DATE CARPENTER TECHNOLOGY CORPORATION LETTER OF TRANSMITTAL 7 5/8% NOTES DUE 2011 TO: U.S. BANK TRUST NATIONAL ASSOCIATION THE EXCHANGE AGENT
By Mail: By Hand before 4:30 p.m.: U.S. Bank Trust National Association U.S. Bank Trust National Association Corporate Trust Services Corporate Trust Services P.O. Box 64485 100 Wall Street, Suite 1600 St. Paul, Minnesota 55164-9549 New York, NY 10005 Attention: Specialized Finance Attention: Bond Drop Window By Overnight Courier and on the By Facsimile: Expiration Date only by Hand after 4:30 p.m.: (651) 244-1537 U.S. Bank Trust National Association Confirm by Telephone: Corporate Trust Services (651) 244-8161 180 East 5/th/ Street, 4/th/ Floor St. Paul, Minnesota 55101 Attention: Scott Masson, Specialized Finance
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE NEW NOTES FOR THEIR EXISTING NOTES PURSUANT TO THE EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT WITHDRAW) THEIR EXISTING NOTES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE. The undersigned acknowledges receipt of the Prospectus dated , 2001 (the "Prospectus") of Carpenter Technology Corporation (the "Company") and this Letter of Transmittal (the "Letter of Transmittal"), which together constitute the Company's Offer to Exchange (the "Exchange Offer") $100,000,000 principal amount of its 7 5/8% Notes due 2011 (the "Exchange Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a Registration Statement of which the Prospectus is a part, for each $1,000 principal amount of its outstanding 7 5/8% Notes due 2011 (the "Existing Notes"), of which $100,000,000 principal amount is outstanding, upon the terms and conditions set forth in the Prospectus and this Letter of Transmittal. Other capitalized terms used but not defined herein have the meaning given to them in the Prospectus. For each Existing Note accepted for exchange, the holder of such Existing Note will receive an Exchange Note having a principal amount equal to that of the surrendered Existing Note. Interest on the Exchange Notes will accrue from the last interest payment date on which interest was paid on the Existing Notes surrendered in exchange therefor. Holders of Existing Notes accepted for exchange will be deemed to have waived the right to receive any other payments or accrued interest on the Existing Notes. The Company reserves the right, at any time or from time to time, to extend the Exchange Offer at its discretion, in which event the term "Expiration Date" shall mean the latest time and date to which the Exchange Offer is extended. The Company shall notify holders of the Existing Notes of any extension by means of a press release or other public announcement prior to 9:00 A.M., New York City time, on the next business day after the previously scheduled Expiration Date. This Letter of Transmittal is to be used by Holders (as defined below) if: (i) certificates representing Existing Notes are to be physically delivered to the Exchange Agent herewith by Holders; (ii) tender of Existing Notes is to be made by book-entry transfer to the Exchange Agent's account at The Depository Trust Company ("DTC"), pursuant to the procedures set forth in the Prospectus under "The Exchange Offer--Procedures for Tendering Old Notes" by any financial institution that is a participant in DTC and whose name appears on a security position listing as the owner of Existing Notes or (iii) tender of Existing Notes is to be made according to the guaranteed delivery procedures set forth in the Prospectus under "The Exchange Offer--Guaranteed Delivery Procedures." DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT. The term "Holder" with respect to the Exchange Offer means any person: (i) in whose name Existing Notes are registered on the books of the Company or any other person who has obtained a properly completed bond power from the registered Holder, or (ii) whose Existing Notes are held of record by DTC (or its nominee) who desires to deliver such Existing Notes by book-entry transfer at DTC. The undersigned has completed, executed and delivered this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer. Holders of Existing Notes that are tendering by book-entry transfer to the Exchange Agent's account at DTC can execute the tender through the DTC Automated Tender Offer Program ("ATOP"), for which the transaction will be eligible. DTC participants that are accepting the Exchange Offer must transmit their acceptance to DTC, which will verify the acceptance and execute a book-entry delivery to the Exchange Agent's DTC account. DTC will then send an Agent's Message to the Exchange Agent for its acceptance. DTC participants may also accept the Exchange Offer prior to the Expiration Date by submitting a Notice of Guaranteed Delivery or Agent's Message relating thereto as described herein under Instruction 1, "Guaranteed Delivery Procedures." The instructions included with this Letter of Transmittal must be followed. Questions and requests for assistance or for additional copies of the Prospectus, this Letter of Transmittal or the Notice of Guaranteed Delivery may be directed to the Exchange Agent. See Instruction 11 herein. 2 HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR EXISTING NOTES MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY. PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE CHECKING ANY BOX BELOW
------------------------------------------------------------------------------------------------------------------------------------ DESCRIPTION OF 7 5/8% NOTES DUE 2011 (EXISTING NOTES) ------------------------------------------------------------------------------------------------------------------------------------ Aggregate Principal Amount Principal Amount Name(s) and Address(es) of Registered Holder(s) Certificate Represented by Tendered (If Less Than (Please fill in, if blank) Number(s)* Certificate(s) All)** ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ * Need not be completed by Holders tendering by book-entry transfer. ** Unless indicated in the column labeled "Principal Amount Tendered," any tendering Holder of Existing Notes will be deemed to have tendered the entire aggregate principal amount represented by the column labeled "Aggregate Principal Amount Represented by Certificate(s)." If the space provided above is inadequate, list the certificate numbers and principal amounts on a separate signed schedule and affix the list to this Letter of Transmittal. ------------------------------------------------------------------------------------------------------------------------------------
The minimum permitted tender is $1,000 in principal amount of Existing Notes. All other tenders must be integral multiples of $1,000. 3
------------------------------------------------------------ ---------------------------------------------------------- SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS (See Instructions 4, 5, and 6) (See Instructions 1, 5, 6 and 7) To be completed ONLY if certificates for Exchange To be completed ONLY if certificates for Existing Notes issued in exchange for Existing Notes accepted for Notes in a principal amount not tendered or not accepted exchange, or Existing Notes not tendered or not accepted for exchange, are to be sent to someone other than the for exchange, are to be issued in the name of someone undersigned, or to the undersigned at an address other other than the undersigned or, if such Existing Notes are than that shown above. being tendered by book-entry transfer, to someone other than DTC or to another account maintained by DTC. Issue certificate(s) to: Mail certificate(s) to: Name ___________________________________________________ Name ___________________________________________________ Address ________________________________________________ Address ________________________________________________ ________________________________________________ ________________________________________________ (Include Zip Code) (Include Zip Code) ________________________________________________ ________________________________________________ (Taxpayer Identification or Social Security No.) (Taxpayer Identification or Social Security No.) DTC Acct. No. __________________________________________ ------------------------------------------------------------ ----------------------------------------------------------
[_] CHECK HERE IF TENDERED EXISTING NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE EXCHANGE AGENT'S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING: Name of Tendering Institution _____________________________________________ DTC Book-Entry Account No. ______________ Transaction Code No. ____________ [_] CHECK HERE IF TENDERED EXISTING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING: Name(s) of Registered Holder(s) ___________________________________________ Window Ticket Number (if any) _____________________________________________ Date of Execution of Notice of Guaranteed Delivery ________________________ 4 IF DELIVERED BY BOOK-ENTRY TRANSFER, PLEASE COMPLETE THE FOLLOWING: Account Number __________________ Transaction Code Number _______________ [_] CHECK HERE IF YOU ARE A BROKER-DEALER AND ARE RECEIVING NEW NOTES FOR YOUR OWN ACCOUNT IN EXCHANGE FOR EXISTING NOTES THAT WERE ACQUIRED AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES. Name: _____________________________________________________________________ Address: __________________________________________________________________ Ladies and Gentlemen: Subject to the terms and conditions of the Exchange Offer, the undersigned hereby tenders to the Company the principal amount of Existing Notes indicated above. Subject to and effective upon the acceptance for exchange of the principal amount of Existing Notes tendered in accordance with this Letter of Transmittal, the undersigned sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to the Existing Notes tendered hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent its agent and attorney-in-fact (with full knowledge that the Exchange Agent also acts as the agent of the Company and as Trustee under the Indenture for the Existing Notes and Exchange Notes) with respect to the tendered Existing Notes with full power of substitution to (i) deliver certificates for such Existing Notes to the Company, or transfer ownership of such Existing Notes on the account books maintained by DTC and deliver all accompanying evidence of transfer and authenticity to, or upon the order of, the Company and (ii) present such Existing Notes for transfer on the books of the Company and receive all benefits and otherwise exercise all rights of beneficial ownership of such Existing Notes, all in accordance with the terms and subject to the conditions of the Exchange Offer. The power of attorney granted in this paragraph shall be deemed irrevocable and coupled with an interest. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Existing Notes tendered hereby and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim, when the same are acquired by the Company. The undersigned hereby further represents that any Exchange Notes acquired in exchange for Existing Notes tendered hereby will have been acquired in the ordinary course of business of the Holder receiving such Exchange Notes, whether or not such person is the Holder, that neither the Holder nor any such other person has any arrangement or understanding with any person to participate in the distribution of such Exchange Notes and that neither the Holder nor any such other person is an "affiliate," as defined in Rule 405 under the Securities Act, of the Company or any of its subsidiaries. The undersigned also acknowledges that this Exchange Offer is being made in reliance on an interpretation by the staff of the Securities and Exchange Commission (the "SEC") that the Exchange Notes issued in exchange for the Existing Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder that is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Exchange Notes are acquired in the ordinary course of such holders' business and such holders have no arrangements or understandings with any person to participate in the distribution of such Exchange Notes. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Existing Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. 5 The undersigned will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the assignment, transfer and purchase of the Existing Notes tendered hereby. All authority conferred or agreed to be conferred by this Letter of Transmittal shall survive the death, incapacity or dissolution of the undersigned and every obligation of the undersigned under this Letter of Transmittal shall be binding upon the undersigned's heirs, personal representatives, successors and assigns, trustees in bankruptcy or other legal representatives of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in "The Exchange Offer--Withdrawal Rights" section of the Prospectus. For purposes of the Exchange Offer, the Company shall be deemed to have accepted validly tendered Existing Notes when, as and if the Company has given oral or written notice thereof to the Exchange Agent. If any tendered Existing Notes are not accepted for exchange pursuant to the Exchange Offer for any reason, certificates for any such unaccepted Existing Notes will be returned (except as noted below with respect to tenders through DTC), without expense, to the undersigned at the address shown below or at such different address as may be indicated under "Special Delivery Instructions" as promptly as practicable after the Expiration Date. The undersigned understands that tenders of Existing Notes pursuant to the procedures described under the caption "The Exchange Offer--Procedures for Tendering Old Notes" in the Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. Unless otherwise indicated under "Special Issuance Instructions," please issue the certificates representing the Exchange Notes issued in exchange for the Existing Notes accepted for exchange and return any Existing Notes not tendered or not accepted for exchange in the name(s) of the undersigned (or in either such event in the case of the Existing Notes tendered through DTC, by credit to the undersigned's account at DTC). Similarly, unless otherwise indicated under "Special Delivery Instructions," please send the certificates representing the Exchange Notes issued in exchange for the Existing Notes accepted for exchange and any certificates for Existing Notes not tendered or not accepted for exchange (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned's signature(s), unless, in either event, tender is being made through DTC. In the event that both "Special Issuance Instructions" and "Special Delivery Instructions" are completed, please issue the certificates representing the Exchange Notes issued in exchange for the Existing Notes accepted for exchange and return any Existing Notes not tendered or not accepted for exchange in the name(s) of, and send said certificates to, the person(s) so indicated. The undersigned recognizes that the Company has no obligation pursuant to the "Special Issuance Instructions" and "Special Delivery Instructions" to transfer any Existing Notes from the name of the registered Holder(s) thereof if the Company does not accept for exchange any of the Existing Notes so tendered. Holders of Existing Notes who wish to tender their Existing Notes and (i) whose Existing Notes are not immediately available or (ii) who cannot deliver their Existing Notes, this Letter of Transmittal or any other documents required hereby to the Exchange Agent, or cannot complete the procedure for book-entry transfer, prior to the Expiration Date, may tender their Existing Notes according to the guaranteed delivery procedures set forth in the Prospectus under the caption "The Exchange Offer--Guaranteed Delivery Procedures." See Instruction 1 regarding the completion of the Letter of Transmittal printed below. 6 SIGNATURE PAGE PLEASE SIGN HERE WHETHER OR NOT EXISTING NOTES ARE BEING PHYSICALLY TENDERED HEREBY X __________________________________________________ ______________, 2001 Date X __________________________________________________ ______________, 2001 Signature(s) of Registered Holder(s) Date or Authorized Signatory Area Code and Telephone Number: ____________________ The above lines must be signed by the registered Holder(s) of Existing Notes as their name(s) appear(s) on the Existing Notes or, if the Existing Notes are tendered by a participant in DTC, as such participant's name appears on a security position listing as the owner of Existing Notes, or by a person or persons authorized to become registered Holder(s) by a properly completed bond power from the registered Holder(s), a copy of which must be transmitted with this Letter of Transmittal. If Existing Notes to which this Letter of Transmittal relates are held of record by two or more joint Holders, then all such holders must sign this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person must (i) set forth his or her full title below and (ii) unless waived by the Company, submit evidence satisfactory to the Company of such person's authority to act. See Instruction 4 regarding the completion of this Letter of Transmittal printed below. Name(s): ______________________________________________________________________ (Please Print) Capacity: _____________________________________________________________________ (Title) Address: ______________________________________________________________________ (Include Zip Code) Signature(s) Guaranteed by an Eligible Institution (if required by Instruction 4): _____________________________________ (Authorized Signature) _____________________________________ (Title) _____________________________________ (Name of Firm) Dated: _________________, 2001 7 PLEASE READ THE FOLLOWING INSTRUCTIONS CAREFULLY. INSTRUCTIONS Forming Part of the Terms and Conditions of the Exchange Offer 1. Delivery of this Letter of Transmittal and Existing Notes; Guaranteed Delivery Procedures. This Letter of Transmittal is to be completed by Holders, either if certificates are to be forwarded herewith or if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in "The Exchange Offer--Book-Entry Transfer" section of the Prospectus. Certificates for all physically tendered Existing Notes, or Book-Entry Confirmation, as the case may be, as well as a properly completed and duly executed Letter of Transmittal (or manually signed facsimile hereof) and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at one of the addresses set forth herein on or prior to the Expiration Date, or the tendering Holder must comply with the guaranteed delivery procedures set forth below. Existing Notes tendered hereby must be in denominations of principal amount of $1,000 and any integral multiple thereof. Holders whose certificates for Existing Notes are not immediately available or who cannot deliver their certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis, may tender their Existing Notes pursuant to the guaranteed delivery procedures set forth in "The Exchange Offer--Guaranteed Delivery Procedures" section of the Prospectus. Pursuant to such procedures, (i) such tender must be made through an Eligible Institution (as defined in Instruction 4 below), (ii) prior to the Expiration Date, the Exchange Agent must receive from such Eligible Institution a properly completed and duly executed Letter of Transmittal (or facsimile thereof) and Notice of Guaranteed Delivery (by facsimile transmission, mail or hand delivery), substantially in the form provided by the Company, setting forth the name and address of the Holder of Existing Notes and the amount of Existing Notes tendered, stating that the tender is being made thereby and guaranteeing that, within five New York Stock Exchange ("NYSE") trading days after the date of execution of the Notice of Guaranteed Delivery, the certificates for all physically tendered Existing Notes, or a Book-Entry Confirmation, and any other documents required by this Letter of Transmittal will be deposited by the Eligible Institution with the Exchange Agent, and (iii) the certificates for all physically tendered Existing Notes, in proper form for transfer, or a Book Entry Confirmation, as the case may be, and all other documents required by this Letter of Transmittal, are received by the Exchange Agent within five NYSE trading days after the date of execution of the Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE EXISTING NOTES AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDERS, BUT THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. IF EXISTING NOTES ARE SENT BY MAIL, IT IS SUGGESTED THAT THE MAILING BE MADE SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE TO PERMIT THE DELIVERY TO THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. See "The Exchange Offer" section in the Prospectus. 2. Tender by Holder. Only a Holder of Existing Notes may tender such Existing Notes in the Exchange Offer. Any beneficial holder of Existing Notes who is not the registered Holder and who wishes to tender should arrange with the registered Holder to execute and deliver this Letter of Transmittal on his or her behalf or must, prior to completing and executing this Letter of Transmittal and delivering his or her Existing Notes, either make appropriate arrangements to register ownership of the Existing Notes in such holder's name or obtain a properly completed bond power from the registered Holder. 3. Partial Tenders. Tenders of Existing Notes will be accepted only in integral multiples of $1,000. If less than the entire principal amount of any Existing Notes is tendered, the tendering Holder should fill in the principal amount tendered in the fourth column of the box entitled "Description of 75/8% Notes due 2011 (Existing Notes)" above. The entire principal amount of Existing Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. If the entire principal amount of a Holder's Existing Notes is not tendered, then Existing Notes for the principal amount of Existing Notes not tendered and a certificate or certificates representing Exchange Notes issued in exchange for any Existing Notes accepted for exchange will be sent to the 8 Holder at his or her registered address (unless a different address is provided in the appropriate box on this Letter of Transmittal) promptly after the Existing Notes are accepted for exchange. 4. Signatures on this Letter of Transmittal; Endorsements and Powers of Attorney; Guarantee of Signatures. If this Letter of Transmittal is signed by the registered Holder of the Existing Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates without any change whatsoever. If any tendered Existing Notes are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If any tendered Existing Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of certificates. When this Letter of Transmittal is signed by the registered Holder(s) of the Existing Notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, the Exchange Notes are to be issued, or any Existing Notes not tendered or not accepted for exchange are to be reissued, to a person or persons other than the registered Holder(s), then endorsements of any certificate(s) transmitted hereby or separate bond powers are required. Signatures on such certificate(s) or power(s) must be guaranteed by an Eligible Institution. If this Letter of Transmittal is signed by a person other than the registered Holder(s) of any certificate(s) specified herein, such certificate(s) must be endorsed or accompanied by appropriate bond powers or powers of attorney, in each case signed exactly as the name or names on the registered Holder(s) appear(s) on the certificate(s) and signatures on such certificate(s) or power(s) must be guaranteed by an Eligible Institution. If this Letter of Transmittal or any certificates, bond powers or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by the Company, proper evidence satisfactory to the Company of their authority to so act must be submitted. Endorsements on certificates for Existing Notes or signatures on bond powers or powers of attorney required by this Instruction 4 must be guaranteed by a firm which is a participant in a recognized signature guarantee medallion program (an "Eligible Institution"). Signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution unless the Existing Notes are tendered (i) by a registered Holder of Existing Notes (which term, for purposes of the Exchange Offer, includes any DTC participant whose name appears on a security position listing as the Holder of such Existing Notes) who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on this Letter of Transmittal, or (ii) for the account of an Eligible Institution. 5. Special Issuance and Delivery Instructions. Tendering Holders should indicate, in the applicable box or boxes, the name and address to which Exchange Notes or substitute Existing Notes not tendered or not accepted for exchange are to be issued or sent, if different from the name and address of the person signing this Letter of Transmittal (or in the case of a tender of Existing Notes through DTC, if different from DTC). In the case of issuance in a different name, the taxpayer identification or social security number of the person named must also be indicated. Holders tendering Existing Notes by book entry transfer may request that Exchange Notes issued in exchange for Existing Notes accepted for exchange or Existing Notes not tendered or accepted for exchange be credited to such account maintained at DTC as such Holder may designate hereon. If no such instructions are given, such Exchange Notes or Existing Notes not exchanged will be returned to the name and address of the person signing this Letter of Transmittal. 6. Tax Identification Number. Federal income tax law requires that a Holder whose Existing Notes are accepted for exchange must provide the Company (as payer) with his, her or its correct Taxpayer Identification Number ("TIN"), which, in the case of an exchanging Holder who is an individual, is his or her social security number. If the Company is not provided with the correct TIN or an adequate basis for exemption, such Holder may 9 be subject to a $50 penalty imposed by the Internal Revenue Service (the "IRS"), and payments made with respect to the Exchange Notes or Exchange Offer may be subject to backup withholding at varying rates up to 31%. If withholding results in an overpayment of taxes, a refund may be obtained. Exempt Holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9." To prevent backup withholding, each exchanging Holder must provide his, her or its correct TIN by completing the Substitute Form W-9 included below in this Letter of Transmittal, certifying that the TIN provided is correct (or that such Holder is awaiting a TIN) and that the Holder is exempt from backup withholding because (i) the Holder has not been notified by the IRS that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or (ii) the IRS has notified the Holder that he, she or it is no longer subject to backup withholding. In order to satisfy the Company that a foreign individual qualifies as an exempt recipient, such Holder must submit a statement signed under penalty of perjury attesting to such exempt status. Such statements may be obtained from the Exchange Agent. If the Existing Notes are in more than one name or are not in the name of the actual owner, consult the substitute Form W-9 for information on which TIN to report. If you do not provide your TIN to the Company within 60 days, backup withholding may begin and continue until you furnish your TIN to the Company. 7. Transfer Taxes. The Company will pay all transfer taxes, if any, applicable to the exchange of Existing Notes pursuant to the Exchange Offer. If, however, certificates representing Exchange Notes or Existing Notes not tendered or accepted for exchange are to be delivered to, or are to be registered or issued in the name of, any person(s) other than the registered Holder(s) of the Existing Notes tendered hereby, or if tendered Existing Notes are registered in the name of any person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any reason other than the exchange of Existing Notes pursuant to the Exchange Offer, then the amount of any such transfer taxes (whether imposed on the registered Holder(s) or on any other person(s)) will be payable by the tendering Holder(s). If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering Holder(s). Except as provided in this Instruction 7, it will not be necessary for transfer tax stamps to be affixed to the Existing Notes listed in this Letter of Transmittal. 8. Waiver of Conditions. The Company reserves the absolute right to amend, waive or modify conditions to the Exchange Offer in the case of any Existing Notes tendered (and to refuse to do so). 9. No Conditional Transfers. No alternative, conditional, irregular or contingent tenders will be accepted. All tendering Holders of Existing Notes, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Existing Notes for exchange. Neither the Company, the Exchange Agent nor any other person is obligated to give notice of any defect or irregularity with respect to any tender of Existing Notes, nor shall any of them incur any liability for failure to give any such notice. 10. Mutilated, Lost, Stolen or Destroyed Existing Notes. Any tendering Holder whose Existing Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at one of the addresses indicated herein for further instructions. 11. Requests for Assistance or Additional Copies. Questions and requests for assistance for additional copies of the Prospectus, this Letter of Transmittal, the Notice of Guaranteed Delivery or the "Guidelines for Certification of Taxpayer Identification Number" on Substitute Form W-9 may be directed to the Exchange Agent at one of the addresses specified in the Prospectus. 10 (DO NOT WRITE IN THE SPACE BELOW) Account Number:___________________ Transaction Code Number:__________________ Certificate Existing Existing Surrendered Notes Tendered Notes Accepted ----------- -------------- -------------- ________________________ ________________________ ______________________ ________________________ ________________________ ______________________ ________________________ ________________________ ______________________ Delivery Prepared by:_______________________________________________________ Checked by:_________________________________________________________________ Date:_______________________________________________________________________ 11 PAYER'S NAME: CARPENTER TECHNOLOGY CORPORATION --------------------------------------------------------------------------------------------------------------------------- SUBSTITUTE Name (if joint names, list first and circle the name of the person or entity whose number you enter in Part 1 below. See instructions if your name has changed.) FORM W-9 ----------------------------------------------------------------------------------------- Department of the Treasury Address_________________________________________________________________________ Internal Revenue Service Payer's Request for TIN City, state and ZIP code________________________________________________________ List account number(s) here (optional)__________________________________________ ----------------------------------------------------------------------------------------- Part 1 PLEASE PROVIDE YOUR TAXPAYER Social Security number IDENTIFICATION NUMBER ("TIN") IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW. or TIN______________________________ ----------------------------------------------------------------------------------------- Part 2 Check the box if you are not subject to backup withholding under the provisions of section 3408(a)(1)(c) of the Internal Revenue Code because (1) you have not been notified that you are subject to backup withholding as a result of failure to report all interest or dividends or (2) the Internal Revenue Service has notified you that you are no longer subject to backup withholding [_]. ----------------------------------------------------------------------------------------- CERTIFICATION -- UNDER THE PENALTIES OF PERJURY, I Part 3 CERTIFY THAT THE INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE. AWAITING TIN [_] Signature___________________________ Date___________ ---------------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. 12 EX-99.2 11 dex992.txt FORM OF NOTICE OF GURANTEED DELIVERY Exhibit No. 99.2 NOTICE OF GUARANTEED DELIVERY FOR 7 5/8% NOTES DUE 2011 OF CARPENTER TECHNOLOGY CORPORATION As set forth in the Prospectus dated , 2001 (the "Prospectus") of Carpenter Technology Corporation (the "Company") and in the accompanying Letter of Transmittal (the "Letter of Transmittal"), this form or one substantially equivalent hereto must be used to accept the Company's offer to exchange (the "Exchange Offer") all of its outstanding 7 5/8% Notes due 2011 (the "Existing Notes") for its 7 5/8% Notes due 2011 which have been registered under the Securities Act of 1933, as amended, if certificates for the Existing Notes are not immediately available or if the Existing Notes, the Letter of Transmittal or any other documents required thereby cannot be delivered to the Exchange Agent, or the procedure for book-entry transfer cannot be completed, prior to 5:00 P.M., New York City time, on the Expiration Date (as defined below). This form may be delivered by an Eligible Institution by hand or transmitted by facsimile transmission, overnight courier or mail to the Exchange Agent as set forth below. Capitalized terms used but not defined herein have the meaning given to them in the Prospectus. THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON UNLESS THE OFFER IS EXTENDED (THE "EXPIRATION DATE"). TENDERS OF EXISTING NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M. ON THE EXPIRATION DATE. To: U.S. Bank Trust National Association The Exchange Agent By Mail: By Hand before 4:30 p.m.: U.S. Bank Trust National Association U.S. Bank Trust National Association Corporate Trust Services Corporate Trust Services P.O. Box 64485 100 Wall Street, Suite 1600 St. Paul, Minnesota 55164-9549 New York, NY 10005 Attention: Specialized Finance Attention: Bond Drop Window By Overnight Courier and on the By Facsimile: Expiration Date (651) 244-1537 only by Hand after 4:30 p.m.: U.S. Bank Trust National Association Confirm by Telephone: Corporate Trust Services (651) 244-8161 180 East 5/th/ Street, 4/th/ Floor St. Paul, Minnesota 55101 Attention: Scott Masson, Specialized Finance DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE, OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. This form is not to be used to guarantee signatures. If a signature on the Letter of Transmittal to be used to tender Existing Notes is required to be guaranteed by an "Eligible Institution" under the instructions thereto, such signature guarantee must appear in the space provided therefor in the Letter of Transmittal. The undersigned hereby tenders to the company, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal (which together constitute the "Exchange Offer"), receipt of which are hereby acknowledged, _______________ (fill in number of Existing Notes) Existing Notes pursuant to the guaranteed delivery procedures set forth in the Prospectus and Instruction 1 of the Letter of Transmittal. The undersigned understands that tenders of Existing Notes will be accepted only in principal amounts equal to $1,000 or integral multiples thereof. The undersigned understands that tenders of Existing Notes pursuant to the Exchange Offer may not be withdrawn after 5:00 p.m., New York City time, on the Expiration Date. All authority herein conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall survive the death, incapacity or dissolution of the undersigned and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned. NOTE: SIGNATURES MUST BE PROVIDED WHERE INDICATED BELOW. Certificate No(s). for Existing Notes (if available): Name(s) of Record Holder(s): _______________________________________________________ _____________________________ _______________________________________________________ _____________________________ Principal Amount of Existing Notes: PLEASE PRINT OR TYPE Address: _______________________________________________________ _____________________________ _____________________________ If Existing Notes will be delivered by book-entry transfer Area Code and Tel. No._______ at the Depositor Trust Company, Depository Account No.: Signature(s): _______________________________________________________ _____________________________ _____________________________ Dated: , 2001
This Notice of Guaranteed Delivery must be signed by the registered holder(s) of Existing Notes exactly as its (their) name(s) appear(s) on the certificate(s) for Existing Notes covered hereby or on a DTC security position listing naming it (them) as the owner of such Existing Notes, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person(s) must provide the following information. PLEASE PRINT NAME(S), TITLE(S) AND ADDRESS(ES) Name(s):________________________________________________________________________ Capacity(ies):__________________________________________________________________ Address(es):____________________________________________________________________ GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE) The undersigned, a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States or an "Eligible Guarantor Institution" as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), hereby (a) represents that the tender of Existing Notes effected hereby complies with Rule 14e-4 under the Exchange Act and (b) guarantees to deliver to the Exchange Agent a certificate or certificates representing the Existing Notes tendered hereby, in proper form for transfer (or a confirmation of the book-entry transfer of such Existing Notes into the Exchange Agent's account at DTC, pursuant to the procedures for book-entry transfer set forth in the Prospectus), and a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof) together with any required signatures and any other required documents, at one of the Exchange Agent's addresses set forth above, within five New York Stock Exchange trading days after the date of execution of this Notice of Guaranteed Delivery. THE UNDERSIGNED ACKNOWLEDGES THAT IT MUST DELIVER THE LETTER OF TRANSMITTAL AND EXISTING NOTES TENDERED HEREBY TO THE EXCHANGE AGENT WITHIN THE TIME PERIOD SPECIFIED FORTH ABOVE AND THAT ANY FAILURE TO DO SO COULD RESULT IN FINANCIAL LOSS TO THE UNDERSIGNED. -------------------------------------------------------------------------------- Name of Firm:______________________________ ______________________________ Authorized Signature -------------------------------------------------------------------------------- Address:___________________________________ Name:_____________________________ Zip Code Please Print or Type Area Code and Tel. No.:______________________________ Date:______________________, 2001 -------------------------------------------------------------------------------- NOTE: DO NOT SEND EXISTING NOTES WITH THIS FORM; EXISTING NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL SO THAT THEY ARE RECEIVED BY THE EXCHANGE AGENT WITHIN THE TIME PERIOD SET FORTH ABOVE. EX-99.3 12 dex993.txt LETTER TO HOLDERS OF 7-5/8% NOTES DUE 2011 Exhibit No. 99.3 TO: HOLDERS OF 7 5/8% NOTES DUE 2011 OF CARPENTER TECHNOLOGY CORPORATION Carpenter Technology Corporation is offering to exchange (the "Exchange Offer") up to $100,000,000 of its newly registered 7 5/8% Notes due 2011 (the "New Notes") for its outstanding 7 5/8% Notes due 2011 (the "Existing Notes"). Briefly, you may either: a. Tender all or some of your Existing Notes, along with a completed and executed Letter of Transmittal, and receive registered New Notes in exchange; or b. Retain your Existing Notes. All tendered Existing Notes must be received on or prior to , 2001 at 5:00 p.m., New York City Time, (the "Expiration Date"), as shown in the accompanying Prospectus. Please review the enclosed Letter of Transmittal and Prospectus carefully. If you have any questions on the terms of the Exchange Offer or questions regarding the appropriate procedures for tendering your Existing Notes and the Letter of Transmittal, please call (651) 244-8161 or write U.S. Bank Trust National Association, Corporate Trust Services, P.O. Box 64485, St. Paul, Minnesota 55164-9549. EX-99.4 13 dex994.txt BROKER DEALER LETTER Exhibit No. 99.4 Carpenter Technology Corporation Offer For All Outstanding 7 5/8% Notes Due 2011 In Exchange For 7 5/8% Notes Due 2011 Of Carpenter Technology Corporation Which Have Been Registered Under The Securities Act Of 1933, As Amended To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. Carpenter Technology Corporation (the "Company") is offering upon and subject to the terms and conditions set forth in the Prospectus, dated , 2001 (the "Prospectus"), and the enclosed Letter of Transmittal (the "Letter of Transmittal"), to exchange (the "Exchange Offer") its 7 5/8% Notes Due 2011, which have been registered under the Securities Act of 1933, as amended, for its outstanding 7 5/8% Notes Due 2011 (the "Existing Notes"). The Exchange Offer is being made in order to satisfy certain obligations of the Company contained in the Exchange and Registration Rights Agreement dated August 13, 2001, by and among the Company, J.P. Morgan Securities Inc. and Credit Suisse First Boston Corporation. We are requesting that you contact your clients for whom you hold Existing Notes regarding the Exchange Offer. For your information and for forwarding to your clients for whom you hold Existing Notes registered in your name or in the name of your nominee, or who hold Existing Notes registered in their own names, we are enclosing the following documents: 1. Prospectus dated , 2001, 2. The Letter of Transmittal for your use and for the information of your clients, 3. A Notice of Guaranteed Delivery to be used to accept the Exchange Offer if certificates for Existing Notes are not immediately available or time will not permit all required documents to reach the Exchange Agent prior to the Expiration Date (as defined below) or if the procedure for book-entry transfer cannot be completed on a timely basis, 4. A form of letter which may be sent to your clients for whose account you hold Existing Notes registered in your name or the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Exchange Offer, and 5. Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. Your prompt action is requested. The Exchange Offer will expire at 5:00 p.m., New York City time on , 2001, unless extended by the Company (the "Expiration Date"). Existing Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before the Expiration Date. To participate in the Exchange Offer, a duly executed and properly completed Letter of Transmittal (or facsimile thereof), with any required signature guarantees and any other required documents, should be sent to the Exchange Agent and certificates representing the Existing Notes should be delivered to the Exchange Agent, all in accordance with the instructions set forth in the Letter of Transmittal and the Prospectus. If holders of Existing Notes wish to tender, but it is impracticable for them to forward their certificates for Existing Notes prior to the expiration of the Exchange Offer or to comply with the book-entry transfer procedures on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the Prospectus under "The Exchange Offer -- Guaranteed Delivery Procedures." The Company will, upon request, reimburse brokers, dealers, commercial banks and trust companies for reasonable and necessary costs and expenses incurred by them in forwarding the Prospectus and the related documents to the beneficial owners of Existing Notes held by them as nominee or in a fiduciary capacity. The Company will pay or cause to be paid all stock transfer taxes applicable to the exchange of Existing Notes pursuant to the Exchange Offer, except as set forth in Instruction 7 of the Letter of Transmittal. Any inquiries you may have with respect to the Exchange Offer, or requests for additional copies of the enclosed materials, should be directed to U.S. Bank Trust National Association, the Exchange Agent for the Existing Notes, at its address and telephone number set forth on the front of the Letter of Transmittal. Very truly yours, Carpenter Technology Corporation NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL. Enclosures EX-99.5 14 dex995.txt CLIENT LETTER Exhibit No. 99.5 Offer For All Outstanding 7 5/8% Notes Due 2011 In Exchange For 7 5/8% Notes Due 2011 Of Carpenter Technology Corporation Which Have Been Registered Under The Securities Act Of 1933, As Amended To Our Clients: Enclosed for your consideration is a Prospectus, dated , 2001 (the "Prospectus"), and the related Letter of Transmittal (the "Letter of Transmittal"), relating to the offer (the "Exchange Offer") of Carpenter Technology Corporation (the "Company") to exchange its 7 5/8% Notes due 2011, which have been registered under the Securities Act of 1933, as amended (the "New Notes"), for its outstanding 7 5/8% Notes Due 2011 (the "Existing Notes"), upon the terms and subject to the conditions described in the Prospectus and the Letter of Transmittal. The Exchange Offer is being made in order to satisfy certain obligations of the Company contained in the Exchange and Registration Rights Agreement dated August 13, 2001, by and among the Company, J.P. Morgan Securities Inc. and Credit Suisse First Boston Corporation. This material is being forwarded to you as the beneficial owner of the Existing Notes carried by us in your account but not registered in your name. A tender of such Existing Notes may only be made by us as the holder of record and pursuant to your instructions. Accordingly, we request instructions as to whether you wish us to tender on your behalf the Existing Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal. Your instructions should be forwarded to us as promptly as possible in order to permit us to tender the Existing Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m., New York City time, on , 2001, unless extended by the Company (the "Expiration Date"). Any Existing Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before the Expiration Date. Your attention is directed to the following: 1. The Exchange Offer is for any and all Existing Notes. 2. The Exchange Offer is subject to certain conditions set forth in the Prospectus in the section captioned "The Exchange Offer -- Conditions to the Exchange Offer". 3. Any transfer taxes incident to the transfer of Existing Notes from the holder to the Company will be paid by the Company, except as otherwise provided in the Instructions in the Letter of Transmittal. 4. The Exchange Offer expires at 5:00 p.m., New York City time, on , 2001, unless extended by the Company. If you wish to have us tender your Existing Notes, please so instruct us by completing, executing and returning to us the instruction form on the back of this letter. The Letter of Transmittal is furnished to you for information only and may not be used directly by you to tender Existing Notes. INSTRUCTIONS WITH RESPECT TO THE EXCHANGE OFFER The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to therein relating to the Exchange Offer made by Carpenter Technology Corporation with respect to its Existing Notes. This will instruct you to tender the Existing Notes held by you for the account of the undersigned, upon and subject to the terms and conditions set forth in the Prospectus and the related Letter of Transmittal. Please tender the Existing Notes held by you for any account as indicated below: Aggregate Principal Amount of Existing Notes -------------------------------------------- 7 5/8% Notes Due 2011...... [_] Please do not tender any Existing Notes held by you for my account. Dated: __________________, 2001 _______________________________________________ Signature(s) _______________________________________________ _______________________________________________ Please print name(s) here _______________________________________________ _______________________________________________ Address(es) _______________________________________________ Area Code and Telephone Number _______________________________________________ Tax Identification or Social Security Number(s) None of the Existing Notes held by us for your account will be tendered unless we receive written instructions from you to do so. Unless specific contrary instructions are given in the space provided, your signature(s) hereon shall constitute an instruction to us to tender all the Existing Notes held by us for your account. EX-99.6 15 dex996.txt W-9 FORM Exhibit 99.6 GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Guidelines for Determining the Proper Identification Number to Give the Payer.--Social Security numbers have nine digits separated by two hyphens: i.e. 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e. 00-0000000. The table below will help determine the number to give the payer.
------------------------------------------------------------------- ------------------------------------------------------------- Give the Give the For this type of account: SOCIAL For this type of account: EMPLOYER SECURITY IDENTIFICATION number of-- number of-- ------------------------------------------------------------------- ------------------------------------------------------------- 1. An individual's account The individual 9. A valid trust, estate or The legal entity pension trust (Do not furnish the 2. Two or more individuals The actual owner of the identifying number of the (joint account) account or, if combined personal representative or funds, any one of the trustee unless the legal individuals (1) entity itself is not designated in the account 3. Husband and wife The actual owner of the title.) (5) (joint account) account or, if joint funds, either person (1) 10. Corporate account The corporation 4. Custodian account of a The minor (2) minor (Uniform Gift to 11. Religious, charitable, or The organization Minors Act) educational organization account 5. Adult and minor (joint The adult or, if the minor account) is the only contributor, the 12. Partnership account held in The partnership minor (1) the name of the business 6. Account in the name of The ward, minor or 13. Association, club or other The organization guardian or committee for a incompetent person (3) tax-exempt organization designated ward, minor or incompetent person 14. A broker or registered The broker or nominee nominee 7. a. The usual revocable The grantor-trustee (1) savings trust account 15. Account with the The public entity (grantor is also trustee) Department of Agriculture in the name of a public b. So-called trust account The actual owner (1) entity (such as a state or that is not a legal or local government, school valid trust under state district, or prison) that law receives agricultural program payments 8. Sole proprietorship account The Owner (4) ------------------------------------------------------------------- -------------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish. (2) Circle the minor's name and furnish the minor's social security number. (3) Circle the ward's, minor's or incompetent person's name and furnish such person's social security number. (4) Show the name of the owner. (5) List first and circle the name of the legal trust, estate or pension trust. Note: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed. EX-99.7-A 16 dex997a.txt POWER OF ATTORNEY DATED 10/08/2001 - BENNETT EXHIBIT 99.7-A -------------- POWER OF ATTORNEY ----------------- KNOW BY ALL PERSONS BY THESE PRESENTS, that the undersigned in his capacity as a Director of Carpenter Technology Corporation does hereby appoint Terrence E. Geremski and John R. Welty or either of them as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in his capacity as Director of said Company, to sign any and all amendments (including post-effective amendments) to the Form S-4 Registration Statement and sign any registration statement for the same offering covered by the Form S-4 Registration Statement that is to be effective upon filing pursuant to Rule 462 promulgated under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said. attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 8/th/ day of October 2001. /s/ Marcus C. Bennett ------------------------- Marcus C. Bennett Director EX-99.7-B 17 dex997b.txt POWER OF ATTORNEY DATED 10/04/2001 - DIETRICH EXHIBIT 99.7-B -------------- POWER OF ATTORNEY ----------------- KNOW BY ALL PERSONS BY THESE PRESENTS, that the undersigned in his capacity as a Director of Carpenter Technology Corporation does hereby appoint Terrence E. Geremski and John R. Welty or either of them as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in his capacity as Director of said Company, to sign any and all amendments (including post-effective amendments) to the Form S-4 Registration Statement and sign any registration statement for the same offering covered by the Form S-4 Registration Statement that is to be effective upon filing pursuant to Rule 462 promulgated under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said. attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 4/th/ day of October 2001. /s/ William S. Dietrich II -------------------------------- William S. Dietrich II Director EX-99.7C 18 dex997c.txt POWER OF ATTORNEY DATED 10/02/01 - EVARTS EXHIBIT 99.7C POWER OF ATTORNEY ----------------- KNOW BY ALL PERSONS BY THESE PRESENTS, that the undersigned in his capacity as a Director of Carpenter Technology Corporation does hereby appoint Terrence E. Geremski and John R. Welty or either of them as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in his capacity as Director of said Company, to sign any and all amendments (including post-effective amendments) to the Form S-4 Registration Statement and sign any registration statement for the same offering covered by the Form S-4 Registration Statement that is to be effective upon filing pursuant to Rule 462 promulgated under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said. attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 2/nd/ day of October 2001. /s/ C. McCollister Evarts -------------------------------- C. McCollister Evarts Director EX-99.7D 19 dex997d.txt POWER OF ATTORNEY DATED 10/03/2001 - FITZPATRICK EXHIBIT 99.7D POWER OF ATTORNEY ----------------- KNOW BY ALL PERSONS BY THESE PRESENTS, that the undersigned in his capacity as a Director of Carpenter Technology Corporation does hereby appoint Terrence E. Geremski and John R. Welty or either of them as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in his capacity as Director of said Company, to sign any and all amendments (including post-effective amendments) to the Form S-4 Registration Statement and sign any registration statement for the same offering covered by the Form S-4 Registration Statement that is to be effective upon filing pursuant to Rule 462 promulgated under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said. attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 3/rd/ day of October 2001. /s/ J. Michael Fitzpatrick -------------------------------- J. Michael Fitzpatrick Director EX-99.7E 20 dex997e.txt POWER OF ATTORNEY DATED 10/02/2001 - HUDSON EXHIBIT 99.7E POWER OF ATTORNEY ----------------- KNOW BY ALL PERSONS BY THESE PRESENTS, that the undersigned in his capacity as a Director of Carpenter Technology Corporation does hereby appoint Terrence E. Geremski and John R. Welty or either of them as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in his capacity as Director of said Company, to sign any and all amendments (including post-effective amendments) to the Form S-4 Registration Statement and sign any registration statement for the same offering covered by the Form S-4 Registration Statement that is to be effective upon filing pursuant to Rule 462 promulgated under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said. attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 2/nd/ day of October 2001. /s/ William J. Hudson -------------------------- William J. Hudson Director EX-99.7F 21 dex997f.txt POWER OF ATTORNEY DATED 10/04/2001 - LAWLESS EXHIBIT 99.7F ------------- POWER OF ATTORNEY ----------------- KNOW BY ALL PERSONS BY THESE PRESENTS, that the undersigned in his capacity as a Director of Carpenter Technology Corporation does hereby appoint Terrence E. Geremski and John R. Welty or either of them as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in his capacity as Director of said Company, to sign any and all amendments (including post-effective amendments) to the Form S-4 Registration Statement and sign any registration statement for the same offering covered by the Form S-4 Registration Statement that is to be effective upon filing pursuant to Rule 462 promulgated under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said. attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 4/th/ day of October 2001. /s/ Robert J. Lawless -------------------------- Robert J. Lawless Director EX-99.7G 22 dex997g.txt POWER OF ATTORNEY DATED 10/02/2001 - MILLER EXHIBIT 99.7G POWER OF ATTORNEY ----------------- KNOW BY ALL PERSONS BY THESE PRESENTS, that the undersigned in his capacity as a Director of Carpenter Technology Corporation does hereby appoint Terrence E. Geremski and John R. Welty or either of them as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in his capacity as Director of said Company, to sign any and all amendments (including post-effective amendments) to the Form S-4 Registration Statement and sign any registration statement for the same offering covered by the Form S-4 Registration Statement that is to be effective upon filing pursuant to Rule 462 promulgated under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said. attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 2/nd/ day of October 2001. /s/ Marlin Miller, Jr. -------------------------- Marlin Miller, Jr. Director EX-99.7H 23 dex997h.txt POWER OF ATTORNEY DATED 10/04/2001 - POKELWALDT EXHIBIT 99.7H POWER OF ATTORNEY ----------------- KNOW BY ALL PERSONS BY THESE PRESENTS, that the undersigned in his capacity as a Director of Carpenter Technology Corporation does hereby appoint Terrence E. Geremski and John R. Welty or either of them as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in his capacity as Director of said Company, to sign any and all amendments (including post-effective amendments) to the Form S-4 Registration Statement and sign any registration statement for the same offering covered by the Form S-4 Registration Statement that is to be effective upon filing pursuant to Rule 462 promulgated under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said. attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 4/th/ day of October 2001. /s/ Robert N. Pokelwaldt ----------------------------------- Robert N. Pokelwaldt Director EX-99.7I 24 dex997i.txt POWER OF ATTORNEY DATED 10/03/2001 - ROSSIN EXHIBIT 99.7I POWER OF ATTORNEY ------------------ KNOW BY ALL PERSONS BY THESE PRESENTS, that the undersigned in his capacity as a Director of Carpenter Technology Corporation does hereby appoint Terrence E. Geremski and John R. Welty or either of them as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in his capacity as Director of said Company, to sign any and all amendments (including post-effective amendments) to the Form S-4 Registration Statement and sign any registration statement for the same offering covered by the Form S-4 Registration Statement that is to be effective upon filing pursuant to Rule 462 promulgated under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said. attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 3/rd/ day of October 2001. /s/ Peter C. Rossin -------------------------------- Peter C. Rossin Director EX-99.7J 25 dex997j.txt POWER OF ATTORNEY DATED 10/04/2001 - TURNER EXHIBIT 99.7J ------------- POWER OF ATTORNEY ----------------- KNOW BY ALL PERSONS BY THESE PRESENTS, that the undersigned in her capacity as a Director of Carpenter Technology Corporation does hereby appoint Terrence E. Geremski and John R. Welty or either of them as her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for her and in her name, place and stead, in her capacity as Director of said Company, to sign any and all amendments (including post-effective amendments) to the Form S-4 Registration Statement and sign any registration statement for the same offering covered by the Form S-4 Registration Statement that is to be effective upon filing pursuant to Rule 462 promulgated under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as she might or could do in person, hereby ratifying and confirming all that said. attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 4/th/ day of October 2001. /s/ Kathryn C. Turner ------------------------------------ Kathryn C. Turner Director EX-99.7K 26 dex997k.txt POWER OF ATTORNEY DATED 10/01/2001 - WARD EXHIBIT 99.7K ------------- POWER OF ATTORNEY ----------------- KNOW BY ALL PERSONS BY THESE PRESENTS, that the undersigned in his capacity as a Director of Carpenter Technology Corporation does hereby appoint Terrence E. Geremski and John R. Welty or either of them as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in his capacity as Director of said Company, to sign any and all amendments (including post-effective amendments) to the Form S-4 Registration Statement and sign any registration statement for the same offering covered by the Form S-4 Registration Statement that is to be effective upon filing pursuant to Rule 462 promulgated under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said. attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 4/th/ day of October 2001. /s/ Stephen M. Ward, Jr. ----------------------------------- Stephen M. Ward, Jr. Director EX-99.7L 27 dex997l.txt POWER OF ATTORNEY DATED 10/04/2001 - WOLFE EXHIBIT 99.7L POWER OF ATTORNEY ----------------- KNOW BY ALL PERSONS BY THESE PRESENTS, that the undersigned in his capacity as a Director of Carpenter Technology Corporation does hereby appoint Terrence E. Geremski and John R. Welty or either of them as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in his capacity as Director of said Company, to sign any and all amendments (including post-effective amendments) to the Form S-4 Registration Statement and sign any registration statement for the same offering covered by the Form S-4 Registration Statement that is to be effective upon filing pursuant to Rule 462 promulgated under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said. attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 4/th/ day of October 2001. /s/ Kenneth L. Wolfe ------------------------------- Kenneth L. Wolfe Director