Exhibit
4I


 


FIRST
SUPPLEMENTAL INDENTURE


 


This FIRST SUPPLEMENTAL INDENTURE, dated as of May 22,
2003 (this “Supplemental Indenture”), is entered into by and between Carpenter
Technology Corporation, a corporation incorporated under the laws of the State
of Delaware (the “Company”), and U.S. Bank Trust National Association (formerly
known as First Trust of New York, National Association, as successor trustee
(the “Trustee”).


 


W I T N E S S
E T H:


 


WHEREAS, the Company and the Trustee are parties to an
Indenture, dated as of January 12, 1994 (the “Indenture”), relating to the
issuance from time to time by the Company of its Securities on terms to be
specified at the time of issuance;


 


WHEREAS, the Company proposes to create under the
Indenture a new series of Securities;


 


WHEREAS, Section 3.01 of the Indenture provides that
at or prior to the issuance of any Securities within a series, the terms of the
series of Securities shall be established by a supplemental indenture or under
resolutions of the Board of Directors of the Company; and


 


WHEREAS, all conditions necessary to authorize the
execution and delivery of this Supplemental Indenture and to make it a valid
and binding agreement of the Company have been done or performed.


 


NOW, THEREFORE, in consideration of the foregoing and
for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Company and the Trustee mutually covenant and agree
as follows:


 


ARTICLE ONE


 


RELATION TO
INDENTURE; DEFINITIONS; RULES OF CONSTRUCTION


 


SECTION 1.1  Relation
to Indenture.  This Supplemental
Indenture constitutes an integral part of the Indenture.


 


SECTION 1.2  Definitions.  For all purposes of this Supplemental
Indenture, the following terms shall have the respective meanings set forth in
this Section.


 


“Comparable Treasury Issue” means the United States
Treasury security selected by the Reference Treasury Dealer as having a
maturity comparable to the remaining term of the Notes to be redeemed that
would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the Notes.


 

















 


“Comparable Treasury Price” means, with respect to any
Redemption Date, (i) the average of the Reference Treasury Dealer Quotations
for such Redemption Date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations; (ii) if the trustee obtains fewer than three such
Reference Treasury Dealer Quotations, the average of all such quotations; or
(iii) if only one Reference Treasury Dealer Quotation is received, such
quotation.


 


“Reference Treasury Dealer” means (i) Wachovia
Securities, Inc. (or its respective affiliates which are Primary Treasury
Dealers), and its successors; provided, however, that if any of the foregoing
shall cease to be a primary U.S. Government securities dealer in New York City
(a “Primary Treasury Dealer”), the Company may substitute another Primary
Treasury Dealer; and (ii) any other Primary Treasury Dealer(s) selected by the
Company.


 


“Reference Treasury Dealer Quotations” means, with
respect to each Reference Treasury Dealer and any Redemption Date, the average,
as determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m.
(New York City time) on the third business day preceding such Redemption Date.


 


“Treasury Rate” means, with respect to any redemption
date, the rate per annum equal to the semiannual equivalent yield to maturity
of the Comparable Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date.


 


SECTION 1.3  Rules
of Construction.  For all purposes
of this Supplemental Indenture:


 


(a)                                  capitalized
terms used herein without definition shall have the meanings specified in the
Indenture;


 


(b)                                 all
references herein to Articles and Sections, unless otherwise specified, refer
to the corresponding Articles and Sections of this Supplemental Indenture;


 


(c)                                  the
terms “herein,” “hereof,” “hereunder” and other words of similar import refer
to this Supplemental Indenture; and


 


(d)                                 in
the event of a conflict with the definition of terms in the Indenture, the
definitions in this Supplemental Indenture shall control.


 


ARTICLE TWO


 


THE SECURITIES


 


There is hereby established a series of Securities
pursuant to the Indenture with the following terms:


 


SECTION 2.1  Title
of the Securities.  The series of
Securities shall be designated the 6.625% Senior Notes due 2013 (the “Notes”).


 


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SECTION 2.2  Aggregate
Principal Amount.  The Notes will be
initially issued in an aggregate principal amount of $100,000,000 (not
including the Notes authenticated and delivered upon registration of, transfer
of, or in exchange for, or in lieu of, other Securities pursuant to Sections
304, 305 or 306 of the Indenture); provided that the Company may, without the
consent of Holders of the Notes, issue additional Notes having the same ranking
and the same interest rate, maturity and other terms as the Notes, which
additional Notes will constitute a single series of debt securities under the
Indenture.


 


SECTION 2.3  Maturity
Date.  The date on which the
principal of the Notes is payable is May 15, 2013, subject to the provisions of
the Indenture relating to acceleration.


 


SECTION 2.4  Ranking.  The Notes will be unsecured senior debt of
the Company and will rank on a parity with all other unsecured and
unsubordinated indebtedness of the Company.


 


SECTION 2.5  Interest.  The Notes will bear interest from May 22,
2003, or from the most recent interest payment date to which interest has been
paid or duly provided for, at a rate of 6.625% per annum, payable semi-annually
on May 15 and November 15 of each year, commencing November 15, 2003.  The Company will pay interest to the person
in whose name a Note is registered at the close of business on the May 1 or
November 1 next preceding the interest payment date.  The Company will compute interest on the basis of a 360-day year
consisting of twelve 30-day months.


 


SECTION 2.6  Place
of Payment for Principal and Interest. 
The principal of and interest on the Notes will be payable at the office
or agency of the Company maintained for that purpose, pursuant to the
Indenture, in the City of New York, which shall be initially the corporate trust
office of the Trustee; provided, however, that at the option of the Company,
such payment of interest may be made by check mailed to the person entitled
thereto as provided in the Indenture.


 


SECTION 2.7  Issuance
Price.  The purchase price to be
paid to the Company for the sale of the Notes pursuant to the terms of the
Purchase Agreement, dated as of May 19, 2003, between the Company and Wachovia
Securities, Inc., as Initial Purchaser, shall be 98.455% of the principal
amount of the Notes and the initial offering price to the public of the Notes
shall be 99.944% of the principal amount of the Notes.


 


SECTION 2.8  Defeasance.  The Notes shall be subject to legal
defeasance under Section 1302 of the Indenture and to covenant defeasance under
Section 1303 of the Indenture.


 


SECTION 2.9  Form
and Dating.


 


(a)                                  The
Notes shall be substantially in the form of Exhibit A hereto.  The Notes may have notations, legends or
endorsements required by law, stock exchange rule or usage.  Each Note shall be dated the date of its
authentication.


 


(b)                                 The
terms and provisions contained in the Notes shall constitute, and are hereby
expressly made, a part of this Supplemental Indenture, and the Company and the
Trustee, by their execution and delivery of this Supplemental Indenture,
expressly agree to such terms and provisions and to be bound thereby.  However, to the extent any provision of any
Notes conflicts 


 


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with the
express provisions of this Supplemental Indenture, the provisions of this
Supplemental Indenture shall govern and be controlling.


 


(c)                                  The
Notes will be issued in the form of a fully-registered global security (the
“Global Security”).  The Depository
Trust Company shall serve as the depository (the “Depository”) for the Global
Security.  The Global Security will be
deposited with, or on behalf of, the Depositary and registered in the name of
the Depositary or its nominee.  Except
as set forth in the Offering Memorandum dated May 19, 2003, the Global Security
may be transferred, in whole and not in part, only by the Depositary to its
nominee or by its nominee to such Depositary or another nominee of the
Depositary or by the Depositary or its nominee to a successor of the Depositary
or a nominee of such successor. If the Depositary is at any time unwilling or
unable to continue as depositary and a successor depositary is not appointed by
the Company within 90 calendar days, the Company will issue Notes in
certificated form in exchange for the Global Security.  In addition, the Company may at any time
determine not to have the Notes represented by a Global Security, and, in such
event, will issue Notes in certificated form in exchange for the Global
Security.  In either instance, an owner
of an interest in the Global Security would be entitled to physical delivery of
such Notes in certificated form.  Notes
so issued in certificated form will be issued in denominations of $1,000 and
integral multiples thereof and will be issued in registered form only.


 


SECTION 2.10  Optional
Redemption.  (a) The Notes will be
redeemable, in whole or in part, at any time at the option of the Company at a
redemption price (the “Redemption Price”) equal to the greater of (i) 100% of
the principal amount of the Notes being redeemed; and (ii) as determined by a
Reference Treasury Dealer, the sum of the present values of the remaining
scheduled payments of principal and interest on the Notes being redeemed from
the redemption date to the maturity date discounted to the date of redemption
on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at a discount rate equal to the Treasury Rate plus 30 basis points.


 


(b)  Notice of
any redemption will be mailed at least 30 days but not more that 60 days before
the Redemption Date to each holder of the Notes to be redeemed.  Once notice of redemption is mailed, the
Notes called for redemption will become due and payable on the redemption date
and at the applicable redemption price, plus accrued and unpaid interest to the
redemption date.  Unless the Company
defaults in payment of the Redemption Price, interest will cease to accrue on
the Notes or portions thereof called for redemption on and after the Redemption
Date.


 


SECTION 2.11  Execution
and Authentication of Notes.  The Notes
shall be executed on behalf of the Company by its Chairman of the Board, its
Vice Chairman of the Board, its President or one of its Vice Presidents and
attested by its Treasurer, one of its Assistant Treasurers, its Secretary, or
one of its Assistant Secretaries.  The
signature of any of these officers on the Notes may be manual or
facsimile.  At any time and from time to
time after the execution and delivery of this First Supplemental Indenture, the
Company may deliver Notes executed by the Company to the Trustee for
authentication, together with an order for the authentication and delivery of
such Notes, and the Trustee in accordance with such order shall authenticate
and deliver such Notes.  Such order may
be signed by the Company’s Treasurer, one of its Assistant Treasurers, its
Secretary, or one of its Assistant Secretaries


 


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ARTICLE THREE


 


MISCELLANEOUS
PROVISIONS


 


SECTION 3.1  Ratification.  The Indenture, as supplemented and amended
by this Supplemental Indenture, is in all respects hereby adopted, ratified and
confirmed.


 


SECTION 3.2  Governing
Law.  This Supplemental Indenture
shall be governed by, and construed and enforced in accordance with, the laws
of the jurisdiction which govern the Indenture and its construction.


 


SECTION 3.3  Counterparts
and Method of Execution. This Supplemental Indenture may be executed in
several counterparts, all of which together shall constitute one agreement
binding on all parties hereto, notwithstanding that all parties have not signed
the same counterpart.


 


SECTION 3.4  Section
Titles.  Section titles are for
descriptive purposes only and shall not control or alter the meaning of this
Supplemental Indenture as set forth in the text.


 


IN WITNESS WHEREOF, Carpenter Technology Corporation
and U.S. Bank Trust National Association have caused this Supplemental
Indenture to be duly executed, all as of the day and year first above written.


 


	
   

  	
   

  	
  Carpenter Technology Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Terrence Geremski

  	
   

  
	
   

  	
   

  	
  Name:

  	
    Terrence Geremski

  
	
   

  	
   

  	
  Title:

  	
    Senior Vice President and Chief 

    Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Jaime Vasquez

  	
   

  
	
   

  	
   

  	
  Name:

  	
    Jaime Vasquez

  
	
   

  	
   

  	
  Title:

  	
    Vice President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  U.S. Bank Trust National Association, as Trustee 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Adam Berman

  	
   

  
	
   

  	
   

  	
  Name:

  	
    Adam Berman

  
	
   

  	
   

  	
  Title:

  	
    Trust Officer

  



 


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