Exhibit
10O


 


EXECUTION COPY


 


SECOND AMENDMENT dated as of August 21, 2003 (this “Second
Amendment”) to the Five-Year Credit Agreement dated as of November 20, 2001
(as amended through the date hereof, the “Credit Agreement”) among
CARPENTER TECHNOLOGY CORPORATION, a Delaware corporation (“Carpenter”), CARPENTER TECHNOLOGY (UK)
LIMITED, a company organized and existing under the laws of England and Wales
(“Carpenter UK”), CERTECH INTERNATIONAL
LIMITED, a company organized and existing under the laws of England and Wales
(“Certech”), CARPENTER POWDER PRODUCTS
AB, a company organized and existing under the laws of Sweden (“Carpenter Powder”), and CARPENTER TECHNOLOGY
(EUROPE) S.A., a company organized and existing under the laws of Belgium (“Carpenter Belgium”), the banks and other
financial institutions from time to time party hereto, and WACHOVIA BANK,
NATIONAL ASSOCIATION (successor to First Union National Bank), as
Administrative Agent, Issuing Lender and Swingline Lender.


 


The Borrowers and the Guarantor have requested the
Lenders, the Swingline Lender and the Issuing Lender to make certain changes to
the Credit Agreement.  The parties
hereto have agreed, subject to the terms and conditions hereof, to amend the
Credit Agreement as provided herein.


 


Capitalized terms used and not otherwise defined
herein shall have the meanings assigned to such terms in the Credit Agreement
(the Credit Agreement, as amended by, and together with, this Second Amendment,
and as hereinafter amended, modified, extended or restated from time to time,
being called the “Amended Agreement”).


 


Accordingly, the parties hereby agree as follows:


 


SECTION 1.                                Amendment
to Article II of the Credit Agreement. 
Article II of the Credit Agreement is amended by adding the following
section thereto:


 


“2.17                Increase in Commitments.


 


(a)                                  Provided
there exists no Default, upon not less than 15 Business Days prior written
notice to the Administrative Agent, or, solely with respect to the initial
increase in Commitments requested by Carpenter in accordance with this Section
(the “Initial Increase”), such prior written notice as is acceptable to
the Administrative Agent, Carpenter may, from time to time, request an increase
in the Commitments in minimum increments of not less than $10,000,000 and not
in excess of $75,000,000 in the aggregate. 
At the time of sending such notice, Carpenter (in consultation with the
Administrative Agent) shall specify the time period within which each Lender is
requested to respond (which shall in no event be less than ten Business Days,
or, solely with respect to the Initial Increase, such number of days as is
acceptable to the Administrative Agent, from the date of delivery of such
notice to the Lenders).  Each Lender
shall notify the Administrative Agent within such time period whether or not it
agrees to increase its Commitment and, if so, whether by an amount equal to,
greater than, or less than its pro rata share of such requested increase.  Any Lender not responding within such time
period shall be deemed to have declined to increase its Commitment.  The Administrative Agent shall notify
Carpenter and each Lender of the Lenders’ responses to each request made
hereunder.  To achieve the full amount
of a 


 

















 


requested increase, Carpenter may also invite additional Eligible
Assignees, such Eligible Assignees to be acceptable to the Administrative
Agent, to become Lenders pursuant to a joinder agreement in form and substance
satisfactory to the Administrative Agent and its counsel.


 


(b)                                 If
the Commitments are increased in accordance with this Section, the
Administrative Agent and Carpenter shall determine the effective date (the “Increase
Effective Date”), and the final allocation of such increase.  The Administrative Agent shall promptly
notify the Borrowers and the Lenders of the final allocation of such increase
and the Increase Effective Date.  As a
condition precedent to such increase, the Borrower shall deliver to the
Administrative Agent a certificate of the Guarantor and each Borrower dated as
of the Increase Effective Date (in sufficient copies for each Lender) signed by
a Responsible Officer of such Loan Party (i) certifying and attaching the
resolutions adopted by such Person approving or consenting to such increase,
and (ii) in the case of the Borrowers, certifying that, before and after giving
effect to such increase, (A) the representations and warranties contained in Article
V and the other Loan Documents are true and correct on and as of the
Increase Effective Date, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they are true
and correct as of such earlier date, and except that for purposes of this Section
2.17, the representations and warranties contained in subsections (a) and
(b) of Section 5.05 shall be deemed to refer to the most recent
statements furnished pursuant to subsections (a) and (b), respectively, of Section
6.01, and (B) no Default exists. 
The Borrowers shall prepay any Committed Loans outstanding on the
Increase Effective Date (and pay any additional amounts required pursuant to Section
3.05) to the extent necessary to keep the outstanding Committed Loans
ratable with any revised pro rata shares arising from any nonratable increase
in the Commitments under this Section.


 


(c)                                  This
Section shall supersede any provisions in Sections 2.14 or 11.01
to the contrary.”


 


SECTION 2.                                Amendment
to Article V of the Credit Agreement. 
Article V of the Credit Agreement is hereby amended by adding the
following section thereto:


 


“5.17                Tax
Shelter Regulations.  The
Borrowers do not intend to treat the Loans and/or Letters of Credit as being a
“reportable transaction” (within the meaning of Treasury Regulation Section
1.6011-4).  In the event the Borrowers
determine to take any action inconsistent with such intention, they will
promptly notify the Administrative Agent thereof.  If any Borrower so notifies the Administrative Agent, the
Borrower acknowledges that one or more of the Lenders may treat its Committed
Loans, Competitive Bid Loans and/or its interest in Swing Line Loans and/or
Letters of Credit as part of a transaction that is subject to Treasury
Regulation Section 301.6112-1, and such Lender or Lenders, as applicable, will
maintain the lists and other records required by such Treasury Regulation.”


 


SECTION 3.                                Amendment
to Section 6.01 of the Credit Agreement. 
Section 6.01 of the Credit Agreement is hereby amended by adding the
following clause thereto and re-designating current clause (g) as clause (h):


 


“(g) Tax
Information.  Promptly
after any Borrower has notified the Administrative Agent of any intention by
such Borrower to treat the Loans and/or Letters 


 


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of Credit as being a “reportable transaction”  (within the meaning of Treasury Regulation Section 1.6011-4), a
duly completed copy of IRS Form 8886 or any successor form.”


 


SECTION 4.                                Amendment
to Section 11.07.  Section 11.07 of
the Credit Agreement is hereby amended by adding the following as the ultimate
sentence thereof:


 


“Notwithstanding anything herein to the contrary, “Information” shall
not include, and the Administrative Agent and each Lender may disclose without
limitation of any kind, any information with respect to the “tax treatment” and
“tax structure” (in each case, within the meaning of Treasury Regulation
Section 1.6011-4) of the transactions contemplated hereby and all materials of
any kind (including opinions or other tax analyses) that are provided to the
Administrative Agent or such Lender relating to such tax treatment and tax
structure; provided that with respect to any document or similar item
that in either case contains information concerning the tax treatment or tax
structure of the transaction as well as other information, this sentence shall
only apply to such portions of the document or similar item that relate to the
tax treatment or tax structure of the Loans, Letters of Credit and transactions
contemplated hereby.”


 


SECTION 5.                                Representations
and Warranties.  The Borrower hereby
represents and warrants to each Lender and the Administrative Agent, as
follows:


 


(a)                                  The
representations and warranties set forth in Article V of the Amended Agreement,
and in each other Loan Document, are true and correct in all material respects
on and as if made on the date hereof and on and as if made on the Second
Amendment Effective Date (as hereinafter defined), except to the extent they
expressly relate to an earlier date.


 


(b)                                 No
Default or Event of Default has occurred and is continuing.


 


(c)                                  The
execution, delivery and performance by the Borrowers and the Guarantor of this
Second Amendment have been duly authorized by the Borrowers and the Guarantor.


 


(d)                                 This
Second Amendment constitutes the legal, valid and binding obligation of the
Borrowers and the Guarantor, enforceable against them in accordance with its
terms, except to the extent limited by (a) bankruptcy, insolvency, fraudulent
conveyance or reorganization laws or by other laws relating to or affecting the
enforceability of creditors’ rights generally and by general equitable
principles which may limit the right to obtain equitable remedies regardless of
whether enforcement is considered in a proceeding of law or equity or (b) any
applicable public policy on enforceability of provisions relating to
contribution and indemnification.


 


(e)                                  The
execution, delivery and performance by the Borrowers and the Guarantor of this
Second Amendment does not (i) violate any provision of law or regulation, or
any decree, order, writ or judgment applicable to the Borrowers or the Guarantor
or any of their respective properties, (ii) violate any provision of the
Borrowers’ or the Guarantor’s Organization Documents, or (iii) result in the
breach of or constitute a default under any indenture or other agreement or
instrument to which any Borrower or the Guarantor is a party.


 


SECTION 6.                                Effectiveness.  This Second Amendment shall become effective
only upon (i) receipt by the Administrative Agent of duly executed counterparts
of this Second Amendment which, when taken together, bear the signatures of the
Borrowers, the Guarantor, the Required Lenders and the Administrative Agent and
(ii) payment of all fees and expenses required 


 


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pursuant to
Section 8 of this Second Amendment (the first date upon which each such
condition has been satisfied being herein called the “Second Amendment
Effective Date”).


 


SECTION 7.                                APPLICABLE
LAW.  THIS SECOND AMENDMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
NORTH CAROLINA.


 


SECTION 8.                                Fees
and Expenses.  Carpenter shall pay
all reasonable out-of-pocket expenses incurred by the Administrative Agent in
connection with the preparation, negotiation, execution, delivery and
enforcement of this Second Amendment, including, but not limited to, the
reasonable fees and disbursements of Mayer, Brown, Rowe & Maw, counsel to
the Administrative Agent.


 


SECTION 9.                                Counterparts.  This Second Amendment may be executed in any
number of counterparts, each of which shall constitute an original but all of
which when taken together shall constitute but one agreement.  Delivery of an executed counterpart of a
signature page to this Second Amendment by telecopier shall be effective as
delivery of a manually executed counterpart of this Second Amendment.


 


SECTION 10.                          Loan
Documents.  Except as expressly set
forth herein, the amendments provided herein shall not by implication or
otherwise limit, constitute a waiver of, or otherwise affect the rights and
remedies of the Lenders or the Administrative Agent under the Amended Agreement
or any other Loan Document, nor shall they constitute a waiver of any Event of
Default, nor shall they alter, modify, amend or in any way affect any of the
terms, conditions, obligations, covenants or agreements contained in the
Amended Agreement or any other Loan Document. 
Each of the amendments provided herein shall apply and be effective only
with respect to the provisions of the Amended Agreement specifically referred
to by such amendments.  Except as
expressly amended herein, the Amended Agreement and the other Loan Documents
shall continue in full force and effect in accordance with the provisions
thereof.  As used in the Amended Agreement,
the terms “Agreement”, “herein”, “hereinafter”, “hereunder”, “hereto” and words
of similar import shall mean, from and after the date hereof, the Amended
Agreement.


 


SECTION 11.                          Reaffirmation
of Guaranty.  By its signature
below, the Guarantor hereby acknowledges and consents to this Second Amendment
and the Credit Agreement as amended hereby, and the terms and provisions
hereof.  The Guarantor hereby reaffirms
the covenants and agreements contained in Article X of the Credit Agreement,
including as such covenants and agreements may be modified by this Second
Amendment and the transactions contemplated hereby.  The Guarantor hereby confirms that each Loan Document to which it
is a party is and shall continue to be in full force and effect and the same
are hereby ratified and confirmed in all respects, except that upon the
effectiveness of this Second Amendment, all references in such Loan Documents
to the “Credit Agreement”, “Article X”, “Guaranteed Obligations”, “Loan
Documents”, “thereunder”, “thereof”, or words of like import shall mean the
Credit Agreement, Article X, the Guaranteed Obligations and the Loan Documents,
as the case may be, as in effect and as modified by this Second Amendment.


 


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IN WITNESS WHEREOF, the parties
hereto have caused this Second Amendment to be duly executed by duly authorized
officers, all as of the date first above written.


 


	
   

  	
  CARPENTER TECHNOLOGY 

  CORPORATION, as a Borrower and as

  Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Jaime Vasquez

  	
   

  
	
   

  	
   

  	
  Name: Jaime Vasquez

  
	
   

  	
   

  	
  Title:  Vice President and
  Treasurer

  



 


 


	
   

  	
  CARPENTER TECHNOLOGY (UK) 

  LIMITED, as a Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Jaime Vasquez

  	
   

  
	
   

  	
   

  	
  Name: Jaime Vasquez

  
	
   

  	
   

  	
  Title:  Attorney-in-Fact

  



 


 


	
   

  	
  CERTECH INTERNATIONAL LIMITED, as a 

  Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Jaime Vasquez

  	
   

  
	
   

  	
   

  	
  Name: Jaime Vasquez

  
	
   

  	
   

  	
  Title:  Attorney-in-Fact

  



 


 


	
   

  	
  CARPENTER TECHNOLOGY (EUROPE) 

  S.A., as a Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jaime Vasquez

  	
   

  
	
   

  	
   

  	
  Name: Jaime Vasquez

  
	
   

  	
   

  	
  Title:  Attorney-in-Fact

  



 


 


	
   

  	
  CARPENTER POWDER PRODUCTS AB, as a 

  Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Jaime Vasquez

  	
   

  
	
   

  	
   

  	
  Name: Jaime Vasquez

  
	
   

  	
   

  	
  Title:  Attorney-in-Fact

  



 


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  WACHOVIA BANK, NATIONAL 

  ASSOCIATION, as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Jorge A. Gonzalez

  	
   

  
	
   

  	
   

  	
  Name: Jorge A. Gonzalez

  
	
   

  	
   

  	
  Title:  Managing Director

  



 


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  WACHOVIA BANK, NATIONAL 

  ASSOCIATION, as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Jorge A. Gonzalez

  	
   

  
	
   

  	
   

  	
  Name: Jorge A. Gonzalez

  
	
   

  	
   

  	
  Title: Managing Director

  



 


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  JPMORGAN CHASE BANK, as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Peter S. Predun

  	
   

  
	
   

  	
   

  	
  Name: Peter S. Predun

  
	
   

  	
   

  	
  Title:  Vice President

  



 


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  MELLON BANK, N.A., as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ William M. Feathers

  	
   

  
	
   

  	
   

  	
  Name: William M. Feathers

  
	
   

  	
   

  	
  Title:  Vice President

  



 


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  PNC BANK, NATIONAL ASSOCIATION, 

  as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ David B. Gookin

  	
   

  
	
   

  	
   

  	
  Name: David B. Gookin

  
	
   

  	
   

  	
  Title: Managing Director

  



 


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  CREDIT SUISSE FIRST BOSTON, as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ SoVonna Day-Goins

  	
   

  
	
   

  	
   

  	
  Name: SoVonna Day-Goins

  
	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Doreen Welch

  	
   

  
	
   

  	
   

  	
  Name: Doreen Welch

  
	
   

  	
   

  	
  Title:  Associate

  



 


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  ALLFIRST BANK, as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Jennifer L. Uricheck

  	
   

  
	
   

  	
   

  	
  Name: Jennifer L. Uricheck

  
	
   

  	
   

  	
  Title:  Assistant Vice
  President

  



 


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