Exhibit 4J


 


CARPENTER TECHNOLOGY
CORPORATION


 


$100,000,000 6.625 % Senior
Notes Due 2013


 


EXCHANGE AND
REGISTRATION RIGHTS AGREEMENT 


May 22, 2003


Wachovia Securities, Inc. 

301 South College Street

Charlotte, NC 28288


 


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 6.625 % Senior Notes Due 2013 (“Securities”)
to Wachovia Securities, Inc. (the “Initial Purchaser”), upon the terms
and subject to the conditions set forth in the Purchase Agreement dated as of
May 19, 2003 between the Company and the Initial Purchaser (the “Purchase
Agreement”).  Capitalized terms used
but not defined herein shall have the meanings given to such terms in the
Purchase Agreement.


 


In satisfaction of a condition to the obligations of
the Initial Purchaser under the Purchase Agreement, the Company agrees with the
Initial Purchaser, for the benefit of the holders (including the Initial
Purchaser) 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 September 30, 2003, 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 150 days after the date
of original issuance of the Securities (the “Issue Date”) and the Registered
Exchange Offer to be consummated no later than 180 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 Initial Purchaser,
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 Initial Purchaser 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
Initial Purchaser 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 indenture 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;


 


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(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 5:00 P.M., New
York City time, on the last business day on which the Registered Exchange Offer
shall remain open, by sending to the institution specified in the notice, a
telegram, telex, facsimile transmission or letter setting forth the name of
such Holder, the principal amount of Registrable Securities delivered for
exchange, and a statement that such Holder is withdrawing its election to have
such Securities exchanged; 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,
or cause to be delivered, 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 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.


 


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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, (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, (iv) it is not acting on behalf of any
person who could not truthfully make the foregoing representations and (v) it
shall have made such other representations as may be reasonably necessary under
applicable Commission rules, regulations or interpretations to render the use
of Form S-4 or another appropriate form under the Securities Act available or
for the Exchange Offer Registration Statement to be declared effective.


 


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 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 180 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) the Initial Purchaser 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 


 


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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 Restricted 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. 
An Exchange Offer Registration Statement pursuant to Section 1 hereof or
a Shelf Registration Statement pursuant to Section 2 hereof shall not be deemed
to have become effective unless it has been declared effective by the
Commission; provided, however, that if, after it has been declared effective,
the offering of Registrable Securities pursuant to a Registration Statement is
interfered with by any stop order, injunction or other order or requirement of
the Commission or any other applicable governmental agency or court, such
Registration Statement shall be deemed not have been effective during the
period of such interference, until the offering of Registrable Securities
pursuant to such Registration Statement may legally resume.


 


(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.


 


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(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 September 30, 2003 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
150 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 180 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 Company
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) 


 


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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 Company 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 


 


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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 the Initial Purchaser, 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 the Initial Purchaser 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 the Initial
Purchaser, 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 the Initial Purchaser, 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;


 


(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.


 


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(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 the Initial Purchaser 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 the
Initial Purchaser or Exchanging 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 the Initial Purchaser, 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 the Initial Purchaser, 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 the Initial Purchaser any such
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 


 


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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.


 


(k)                                  Not
later than the effective date of the applicable Registration Statement, the
Company will obtain CUSIP numbers, ISINs and common codes 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 


 


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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).


 


(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 


 


11

















 


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 Initial Purchaser 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 Initial Purchaser 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 Statement by the Initial Purchaser or Exchanging Dealer, as
applicable, the Company shall indemnify and hold harmless each Holder
(including, without limitation, the Initial Purchaser or any such 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


 


12

















 


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) 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 


 


13

















 


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 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 (i) includes
an unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding and (ii) does not include a
statement as to an admission of fault, culpability or failure to act by or on
behalf of any indemnified party.


 


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 


 


14

















 


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 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 under the Securities Act.  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)) or any
similar rules or regulations hereafter adopted by the Commission.  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.


 


15

















 


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 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 the Initial
Purchaser;


 


(2)                                  if
to the Initial Purchaser, initially at its address set forth in the Purchase
Agreement; and


 


(3)                                  if
to the Company, initially at the address of the Company set forth in the
Purchase 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.


 


16

















 


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.


 


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.


 


17

















 


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.


 


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.


 


21.                                 Third
Party Beneficiary.  The Holders
shall be third party beneficiaries to the agreements made hereunder between the
Company on the one hand, and the Initial Purchaser, on the other hand, and
shall have the right to enforce such agreements directly to the extent it deems
such enforcement necessary or advisable to protect its rights or the rights of
Holders hereunder.


 


[Signature page follows]


 


18

















 


Please confirm that the
foregoing correctly sets forth the agreement between the Company and the
Initial Purchaser.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  CARPENTER TECHNOLOGY
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Jaime Vasquez

  	
   

  
	
   

  	
   

  	
  Name:  Jaime Vasquez

  
	
   

  	
   

  	
  Title:  VP/Treasurer

  
	
   

  	
   

  
	
  Accepted:

  	
   

  
	
   

  	
   

  
	
  /s/ WACHOVIA SECURITIES, INC. 

  	
   

  
					



 

















 


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


 


o                                    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.