Exhibit
10V


 


[CRS
Funding Corporation]


 


FIRST
AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT


 


This FIRST
AMENDMENT (this “Amendment”), dated as of March 19, 2003, is among CRS
FUNDING CORPORATION, a Delaware corporation, as seller (the “Seller”),
CARPENTER TECHNOLOGY CORPORATION, a Delaware corporation (“Carpenter”),
as initial servicer (in such capacity, together with its successors and
permitted assigns in such capacity, the “Servicer”), MARKET STREET
FUNDING CORPORATION, a Delaware corporation (together with its successors and
permitted assigns, the “Issuer”), and PNC BANK, NATIONAL ASSOCIATION, a
national banking association (“PNC”), as administrator (in such
capacity, together with its successors and assigns in such capacity, the “Administrator”).


 


RECITALS


 


1.                                       The
Seller, the Servicer, the Issuer and the Administrator are parties to the
Receivables Purchase Agreement, dated as of December 20, 2001 (as amended,
supplemented or otherwise modified from time to time, the “Agreement”).


 


2.                                       The
Seller, the Servicer, the Issuer and the Administrator desire to amend the
Agreement as hereinafter set forth.


 


NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:


 


SECTION 1.  Amendments to the Agreement.


 


(a)                 The definition of
“Purchase Limit” set forth in Exhibit I to the Agreement is
hereby amended by replacing the amount “$75,000,000” with the amount
“$50,000,000”.


 


SECTION 2.  Conditions to Effectiveness.


 


This Amendment
shall become effective as of the date hereof subject to the condition precedent
that the Administrator shall have received the following, each duly executed
and dated as of the date hereof (or such other date satisfactory to the
Administrator), in form and substance satisfactory to the Administrator:


 


(a)                                  counterparts
of this Amendment (whether by facsimile or otherwise) executed by each of the
parties hereto; and


 


(b)                                 such
other documents and instruments as the Administrator may reasonably request.


 

















 


SECTION 3.  Effect of Amendment; Ratification.  Except as specifically amended hereby, the
Agreement is hereby ratified and confirmed in all respects, and all of its
provisions shall remain in full force and effect.  After this Amendment becomes effective, all references in the
Agreement (or in any other Transaction Document) to “the Receivables Purchase
Agreement”, “this Agreement”, “hereof”, “herein”, or words of similar effect,
in each case referring to the Agreement, shall be deemed to be references to
the Agreement as amended hereby.  This
Amendment shall not be deemed to expressly or impliedly waive, amend, or
supplement any provision of the Agreement other than as specifically set forth
herein.


 


SECTION 4.  Counterparts.  This Amendment may be executed in any number
of counterparts and by different parties on separate counterparts, and each
counterpart shall be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.


 


SECTION 5.  Governing Law.  This Amendment shall be governed by, and
construed in accordance with, the internal laws of the State of New York
without regard to any otherwise applicable conflict of laws principles.


 


SECTION 6.  Section Headings.  The various headings of this Amendment are
inserted for convenience only and shall not affect the meaning or
interpretation of this Amendment or the Agreement or any provision hereof or
thereof.


 


 


[SIGNATURE PAGES TO
FOLLOW]


 


2

















 


IN WITNESS
WHEREOF, the parties have executed this Amendment as of the date first written
above.


 


	
   

  	
  CRS FUNDING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Jaime
  Vasquez

  
	
   

  	
  Name:

  	
  Jaime Vasquez

  
	
   

  	
  Title:

  	
  VP and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CARPENTER TECHNOLOGY CORPORATION,

  as Servicer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Jaime Vasquez

  
	
   

  	
  Name:

  	
  Jaime Vasquez

  
	
   

  	
  Title:

  	
  VP and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MARKET STREET FUNDING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Evelyn
  Echevarria

  
	
   

  	
  Name:

  	
  EVELYN ECHEVARRIA

  
	
   

  	
  Title:

  	
  VICE PRESIDENT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PNC BANK, NATIONAL ASSOCIATION,

  as Administrator

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  John T. Smathers

  
	
   

  	
   

  	
  Name:

  	
  John T. Smathers

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
								



 


S-1