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                                                                     Exhibit 4.9

                       CARPENTER TECHNOLOGY CORPORATION

                          Medium-Term Notes, Series C

                  EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
                  ------------------------------------------

                                                                 August 13, 2001

J.P. Morgan Securities Inc.
Credit Suisse First Boston Corporation
c/o J.P. Morgan Securities Inc.
270 Park Avenue
New York, New York 10017

Ladies and Gentlemen:

          Carpenter Technology Corporation, a Delaware corporation (the
"Company"), has agreed to issue and sell $100,000,000 aggregate principal amount
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of its 7 5/8% Notes due 2011 ("Securities") under its Medium-Term Note Program,
                               ----------
Series C (the "Program"), to J.P. Morgan Securities Inc. ("JPMorgan"), and
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Credit Suisse First Boston Corporation (together with JPMorgan, the "Agents"),
                                                                     ------
as principals, upon the terms and subject to the conditions set forth in the
Distribution Agreement dated July 31, 2001 among the Company and the Agents (the
"Distribution Agreement") and a Terms Agreement dated August 8, 2001 among the
 ----------------------
Company and the Agents the ("Terms Agreement").  Capitalized terms used but not
                             ----------------
defined herein shall have the meanings given to such terms in the Distribution
Agreement.

          In satisfaction of a condition to the obligations of the Agents under
the Distribution Agreement and the Terms Agreement, the Company agrees with the
Agents, for the benefit of the holders (including the Agents) of the Securities,
the Exchange Securities (as defined herein) and the Private Exchange Securities
(as defined herein) (collectively, the "Holders"), as set forth in this
                                        -------
Agreement.

          1.   Registered Exchange Offer.  The Company shall (i) prepare and,
               -------------------------
not later than 60 days following the date of original issuance of the Securities
(the "Issue Date"), file with the Commission a registration statement (the
      ----------
"Exchange Offer Registration Statement") on an appropriate form under the
--------------------------------------
Securities Act with respect to a proposed offer to the Holders of the Securities
(the "Registered Exchange Offer") to issue and deliver to such Holders, in
      -------------------------
exchange for the Securities, a like aggregate principal amount of debt
securities of the Company (the "Exchange Securities") that are identical in all
                                -------------------
material respects to the Securities, except for the transfer restrictions
relating to the Securities, (ii) use its reasonable best

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efforts to cause the Exchange Offer Registration Statement to become effective
under the Securities Act no later than 120 days after the Issue Date and the
Registered Exchange Offer to be consummated no later than 150 days after the
Issue Date and (iii) keep the Exchange Offer Registration Statement effective
for not less than 20 business days (or longer, if required by applicable law)
after the date on which notice of the Registered Exchange Offer is mailed to the
Holders (such period being called the "Exchange Offer Registration Period"). The
                                       ----------------------------------
Exchange Securities will be issued under the Indenture or an indenture (the
"Exchange Securities Indenture") between the Company and the Trustee or such
 -----------------------------
other bank or trust company that is reasonably satisfactory to the Agents, as
trustee (the "Exchange Securities Trustee"), such indenture to be identical in
              ---------------------------
all material respects to the Indenture, except for the transfer restrictions
relating to the Securities (as described above).

          Upon the effectiveness of the Exchange Offer Registration Statement,
the Company shall promptly commence the Registered Exchange Offer, it being the
objective of such Registered Exchange Offer to enable each Holder electing to
exchange Securities for Exchange Securities (assuming that such Holder (a) is
not an affiliate of the Company or an Exchanging Dealer (as defined herein) not
complying with the requirements of the next sentence, (b) is not an Agent
holding Securities that have, or that are reasonably likely to have, the status
of an unsold allotment in an initial distribution, (c) acquires the Exchange
Securities in the ordinary course of such Holder's business and (d) has no
arrangements or understandings with any person to participate in the
distribution of the Exchange Securities) and to trade such Exchange Securities
from and after their receipt without any limitations or restrictions under the
Securities Act and without material restrictions under the securities laws of
the several states of the United States.  The Company, the Agents and each
Exchanging Dealer acknowledge that, pursuant to current interpretations by the
Commission's staff of Section 5 of the Securities Act, each Holder that is a
broker-dealer electing to exchange Securities, acquired for its own account as a
result of market-making activities or other trading activities, for Exchange
Securities (an "Exchanging Dealer"), is required to deliver a prospectus
                -----------------
containing substantially the information set forth in Annex A hereto on the
cover, in Annex B hereto in the "Exchange Offer Procedures" section and the
"Purpose of the Exchange Offer" section and in Annex C hereto in the "Plan of
Distribution" section of such prospectus in connection with a sale of any such
Exchange Securities received by such Exchanging Dealer pursuant to the
Registered Exchange Offer.

          If, prior to the consummation of the Registered Exchange Offer, any
Holder holds any Securities acquired by it that have, or that are reasonably
likely to be determined to have, the status of an unsold allotment in an initial
distribution, or any Holder is not entitled to participate in the Registered
Exchange Offer, the Company shall, upon the written request of any such Holder,
simultaneously with the delivery of the Exchange Securities in the Registered
Exchange Offer, issue and deliver to any such Holder, in exchange for the
Securities held by such Holder (the "Private Exchange"), a like aggregate
                                     ----------------
principal amount of debt securities of the Company (the "Private Exchange
                                                         ----------------
Securities") that are identical in all material respects to the Exchange
----------
Securities, except for the transfer restrictions relating to such Private
Exchange Securities.  The Private Exchange Securities will be issued under the
same inden-

                                      -2-

<PAGE>

ture as the Exchange Securities, and the Company shall use its reasonable best
efforts to cause the Private Exchange Securities to bear the same CUSIP number
as the Exchange Securities.

          In connection with the Registered Exchange Offer, the Company shall:

          (a)  mail or cause to be mailed to each Holder a copy of the
     prospectus forming part of the Exchange Offer Registration Statement,
     together with an appropriate letter of transmittal and related documents;

          (b)  keep the Registered Exchange Offer open for not less than 20
     business days (or longer, if required by applicable law) after the date on
     which notice of the Registered Exchange Offer is mailed to the Holders;

          (c)  utilize the services of a depositary for the Registered Exchange
     Offer with an address in the Borough of Manhattan, The City of New York;

          (d)  permit Holders to withdraw tendered Securities at any time prior
     to the close of business, New York City time, on the last business day on
     which the Registered Exchange Offer shall remain open; and

          (e)  otherwise comply in all material respects with all laws that are
     applicable to the Registered Exchange Offer.

          As soon as is reasonably practicable after the close of the Registered
Exchange Offer and any Private Exchange, as the case may be, the Company shall:

          (a)  accept for exchange all Securities tendered and not validly
     withdrawn pursuant to the Registered Exchange Offer and the Private
     Exchange;

          (b)  deliver to the Trustee for cancellation all Securities so
     accepted for exchange; and

          (c)  cause the Trustee or the Exchange Securities Trustee, as the case
     may be, promptly to authenticate and deliver to each Holder, Exchange
     Securities or Private Exchange Securities, as the case may be, equal in
     principal amount to the Securities of such Holder so accepted for exchange.

          The Company shall use its reasonable best efforts to keep the Exchange
Offer Registration Statement effective and to amend and supplement the
prospectus contained therein in order to permit such prospectus to be used by
all Exchanging Dealers and broker-dealers subject to the prospectus delivery
requirements of the Securities Act for such period of time as such persons must
comply with such requirements in order to resell the Exchange Securities;
provided that (i) in the case where such prospectus and any amendment or
supplement thereto must be delivered by an Exchanging Dealer, such period shall
be the lesser of 180 days and the date on which all Exchanging Dealers have sold
all Exchange Securities held

                                      -3-

<PAGE>

by them and (ii) the Company shall make such prospectus and any amendment or
supplement thereto available to any broker-dealer for use in connection with any
resale of any Exchange Securities for a period of not less than 180 days after
the consummation of the Registered Exchange Offer.

          Notwithstanding the provisions of the foregoing paragraph with respect
to the period of time during which the Company shall use its reasonable best
efforts to enable the use of the prospectus contained in the Exchange Offer
Registration Statement, but subject to Section 3(b), the Company may issue a
notice that the Exchange Offer Registration Statement is unusable pending the
announcement of a material corporate or business transaction and may issue any
notice suspending the use of the Exchange Offer Registration Statement that the
Company reasonably believes is required under applicable securities laws to be
issued.

          The Indenture or the Exchange Securities Indenture, as the case may
be, shall provide that the Securities, the Exchange Securities and the Private
Exchange Securities shall vote and consent together on all matters as one class
and that none of the Securities, the Exchange Securities or the Private Exchange
Securities will have the right to vote or consent as a separate class on any
matter.

          Interest on each Exchange Security and Private Exchange Security
issued pursuant to the Registered Exchange Offer and in the Private Exchange
will accrue from the last interest payment date on which interest was paid on
the Securities surrendered in exchange therefor or, if no interest has been paid
on the Securities, from the Issue Date.

          Each Holder participating in the Registered Exchange Offer shall be
required to represent to the Company that at the time of the consummation of the
Registered Exchange Offer (i) any Exchange Securities received by such Holder
will be acquired in the ordinary course of business, (ii) such Holder will have
no arrangements or understanding with any person to participate in the
distribution of the Securities or the Exchange Securities within the meaning of
the Securities Act and (iii) such Holder is not an affiliate of the Company or,
if it is such an affiliate, such Holder will comply with the registration and
prospectus delivery requirements of the Securities Act to the extent applicable.

          Notwithstanding any other provisions hereof, the Company will use its
reasonable best efforts to ensure that (i) any Exchange Offer Registration
Statement and any amendment thereto and any prospectus forming part thereof and
any supplement thereto complies in all material respects with the Securities Act
and the rules and regulations of the Commission thereunder, (ii) any Exchange
Offer Registration Statement and any amendment thereto does not, when it becomes
effective, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading and (iii) any prospectus forming part of any Exchange
Offer Registration Statement, and any supplement to such prospectus, does not,
as of the consummation of the Registered Exchange Offer, include an untrue
statement of a material fact or omit to state

                                      -4-

<PAGE>

a material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading.

          2.   Shelf Registration.  If (i) because of any change in law or
               ------------------
applicable interpretations thereof by the Commission's staff the Company is not
permitted to effect the Registered Exchange Offer as contemplated by Section 1
hereof, or (ii) for any other reason the Registered Exchange Offer is not
consummated within 150 days after the Issue Date, or (iii) any Securities
tendered pursuant to the Registered Exchange Offer are not exchanged for
Exchange Securities within 10 days of being accepted in the Registered Exchange
Offer; or (iv) any Agent so requests with respect to Securities or Private
Exchange Securities not eligible to be exchanged for Exchange Securities in the
Registered Exchange Offer and held by it following the consummation of the
Registered Exchange Offer, or (v) any applicable law or interpretations do not
permit any Holder to participate in the Registered Exchange Offer, or (vi) any
Holder that participates in the Registered Exchange Offer does not receive
freely transferable Exchange Securities in exchange for tendered Securities,
then the following provisions shall apply:

          (a)  The Company shall (i) use its reasonable best efforts to file as
     promptly as practicable (but in no event more than 45 days after so
     required or requested pursuant to this Section 2) with the Commission (the
     "Shelf Filing Date"), and (ii) thereafter use its reasonable best efforts
      -----------------
     to cause to be declared effective, a shelf registration statement on an
     appropriate form under the Securities Act relating to the offer and sale of
     the Transfer Restricted Securities (as defined below) by the Holders
     thereof from time to time in accordance with the methods of distribution
     set forth in such registration statement (hereafter, a "Shelf Registration
                                                             ------------------
     Statement" and, together with any Exchange Offer Registration Statement, a
     ---------
     "Registration Statement").  If, after the Company has filed an Exchange
      ----------------------
     Offer Registration Statement that satisfies the requirements of Section 1
     above, the Company is required to file and make effective a Shelf
     Registration Statement solely because the Registered Exchange Offer is not
     permitted for reasons set forth under clause (i) above, then the filing of
     the Exchange Offer Registration Statement shall be deemed to satisfy the
     requirements of clause (a)(i) of the immediately preceding sentence.

          (b)  The Company shall use its reasonable best efforts to keep the
     Shelf Registration Statement continuously effective in order to permit the
     prospectus forming part thereof to be used by Holders of Transfer
     Restricted Securities for a period ending on the earlier of (i) two years
     from the Issue Date or such shorter period that will terminate when all the
     Transfer Restricted Securities covered by the Shelf Registration Statement
     have been sold pursuant thereto and (ii) the date on which the Securities
     become eligible for resale without volume restrictions pursuant to Rule 144
     under the Securities Act (in any such case, such period being called the
     "Shelf Registration Period").  The Company shall be deemed not to have used
      -------------------------
     its reasonable best efforts to keep the Shelf Registration Statement
     effective during the requisite period if the Company voluntarily takes any
     action that would result in Holders of Transfer Re-

                                      -5-

<PAGE>

     stricted Securities covered thereby not being able to offer and sell such
     Transfer Restricted Securities during that period, unless such action is
     permitted hereunder or the Company reasonably believes such action is
     required by applicable law.

          (c)  Notwithstanding the provisions of Section 2(b), but subject to
     Section 3(b), the Company may issue a notice that the Shelf Registration
     Statement is unusable pending the announcement of a material corporate or
     business transaction and may issue any notice suspending the use of the
     Shelf Registration Statement that the Company reasonably believes is
     required under applicable securities laws to be issued.

          (d)  Notwithstanding any other provisions hereof, the Company will use
     its reasonable best efforts to ensure that (i) any Shelf Registration
     Statement and any amendment thereto and any prospectus forming part thereof
     and any supplement thereto complies in all material respects with the
     Securities Act and the rules and regulations of the Commission thereunder,
     (ii) any Shelf Registration Statement and any amendment thereto (in either
     case, other than with respect to information included therein in reliance
     upon or in conformity with written information furnished to the Company by
     or on behalf of any Holder specifically for use therein (the "Holders'
                                                                   --------
     Information")) does not contain an untrue statement of a material fact or
     -----------
     omit to state a material fact required to be stated therein or necessary to
     make the statements therein not misleading and (iii) any prospectus forming
     part of any Shelf Registration Statement, and any supplement to such
     prospectus (in either case, other than with respect to Holders'
     Information), does not include an untrue statement of a material fact or
     omit to state a material fact necessary in order to make the statements
     therein, in the light of the circumstances under which they were made, not
     misleading.

          (e)  In the absence of the events described in clauses (i) through
     (vi) of the first paragraph of this Section 2, the Company shall not be
     permitted to discharge its obligations hereunder by means of the filing of
     a Shelf Registration Statement.

          3.   Additional Interest.  (a)  The parties hereto agree that the
               -------------------
Holders of Transfer Restricted Securities will suffer damages if the Company
fails to fulfill its obligations under Section 1 or Section 2, as applicable,
and that it would not be feasible to ascertain the extent of such damages.
Accordingly, if (i) the Exchange Offer Registration Statement is not filed with
the Commission on or prior to 60 days after the Issue Date or the Shelf
Registration Statement is not filed with the Commission on or before the Shelf
Filing Date, (ii) the Exchange Offer Registration Statement is not declared
effective within 120 days after the Issue Date or the Shelf Registration
Statement is not declared effective within 90 days of the Shelf Filing Date,
(iii) the Registered Exchange Offer is not consummated on or prior to 150 days
after the Issue Date, or (iv) the Shelf Registration Statement is filed and
declared effective within 90 days after the Shelf Filing Date but shall
thereafter cease to be effective (at any time that the Company is obligated to
maintain the effectiveness thereof) without being succeeded within 60 days by an
additional Registration Statement filed and declared effective (each such event
referred to in clauses (i) through (iv), a "Registration Default"), the Com-
                                            --------------------

                                      -6-

<PAGE>

pany will be obligated to pay additional cash interest to each Holder of
Transfer Restricted Securities, during the period of one or more such
Registration Defaults, in an amount equal to 0.25% per annum of the principal
amount of Transfer Restricted Securities held by such Holder during the first
90-day period following such Registration Default, increasing by an additional
0.25% per annum during each subsequent 90-day period up to a maximum of 1.00%
per annum, until (i) the applicable Registration Statement is filed, (ii) the
Exchange Offer Registration Statement or the Shelf Registration Statement, as
the case may be, is declared effective, (iii) the Registered Exchange Offer is
consummated, or (iv) the Shelf Registration Statement again becomes effective,
as the case may be. Following the cure of all Registration Defaults, the accrual
of additional interest will cease. Notwithstanding any other provisions hereof,
the Company shall in no event be required to pay additional interest hereunder
for more than one Registration Default at any given time. As used herein, the
term "Transfer Restricted Securities" means (i) each Security until the date on
      ------------------------------
which such Security has been exchanged for a freely transferable Exchange
Security in the Registered Exchange Offer, (ii) each Security or Private
Exchange Security until the date on which it has been effectively registered
under the Securities Act and disposed of in accordance with the Shelf
Registration Statement or (iii) each Security or Private Exchange Security until
the date on which it is distributed to the public pursuant to Rule 144 under the
Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act.
Notwithstanding anything to the contrary in this Section 3, the Company shall
not be required to pay additional interest to a Holder of Transfer Restricted
Securities if such Holder failed to comply with its obligations to make the
representations set forth in the second to last paragraph of Section 1 or failed
to provide the information required to be provided by it, if any, pursuant to
Section 4(n).

          (b)  If the Company issues a notice that the Exchange Offer
Registration Statement is unusable or has been suspended pursuant to the seventh
paragraph of Section 1 or the Shelf Registration Statement is unusable or has
been suspended pursuant to Section 2(c), as the case may be, and the number of
days in any consecutive twelve-month period for which all such notices are
issued and effective exceeds 30 days in the aggregate, then the Company will be
obligated to pay additional interest to each Holder of Transfer Restricted
Securities, with respect to the first 90-day period following such 30 days, in
an amount equal to 0.25% per annum (which rate will be increased by an
additional 0.25% per annum for each subsequent 90-day period that additional
interest continues to accrue, provided that the rate at which such additional
interest accrues may in no event exceed 1.00% per annum) of the principal amount
in respect of the Securities constituting Transfer Restricted Securities.  Upon
declaration by the Company that the Exchange Offer Registration Statement or
Shelf Registration Statement, as the case may be, is usable after the period of
time described in the preceding sentence, the amount of accrual shall cease;
provided, however, that if after any such cessation of the accrual of additional
interest the Exchange Offer Registration Statement or Shelf Registration
Statement again ceases to be usable beyond the period permitted above,
additional interest will again accrue pursuant to the foregoing provisions.

          (c)  The Company shall notify the Trustee and the Paying Agent under
the Indenture promptly upon the happening of each and every Registration
Default.  The Com-

                                      -7-

<PAGE>

pany shall pay the additional interest due on the Transfer Restricted Securities
by depositing with the Paying Agent (which may not be the Company for these
purposes), in trust, for the benefit of the Holders thereof, prior to 10:00
a.m., New York City time, on the next interest payment date specified by the
Indenture and the Securities, sums sufficient to pay the additional interest
then due. The additional interest due shall be payable on each interest payment
date specified by the Indenture and the Securities to the record holder entitled
to receive the interest payment to be made on such date. Each obligation to pay
additional interest shall be deemed to accrue from and including the date of the
applicable Registration Default.

          (d)  The parties hereto agree that the additional interest provided
for in this Section 3 constitutes a reasonable estimate of and is intended to
constitute the sole damages that will be suffered by Holders of Transfer
Restricted Securities by reason of the failure of (i) the Shelf Registration
Statement or the Exchange Offer Registration Statement to be filed, (ii) the
Shelf Registration Statement to remain effective or (iii) the Exchange Offer
Registration Statement to be declared effective and the Registered Exchange
Offer to be consummated, in each case to the extent required by this Agreement.

          4.   Registration Procedures.  In connection with any Registration
               -----------------------
Statement, the following provisions shall apply:

          (a)  The Company shall (i) furnish to each Agent, prior to the filing
     thereof with the Commission, a copy of the Registration Statement and each
     amendment thereof and each supplement, if any, to the prospectus included
     therein and shall use its reasonable best efforts to reflect in each such
     document, when so filed with the Commission, such comments as any Agent may
     reasonably propose; (ii) include the information set forth in Annex A
     hereto on the cover, in Annex B hereto in the "Exchange Offer Procedures"
     section and the "Purpose of the Exchange Offer" section and in Annex C
     hereto in the "Plan of Distribution" section of the prospectus forming a
     part of the Exchange Offer Registration Statement, and include the
     information set forth in Annex D hereto in the Letter of Transmittal
     delivered pursuant to the Registered Exchange Offer; and (iii) if requested
     in writing by any Agent, include the information required by Items 507 or
     508 of Regulation S-K, as applicable, in the prospectus forming a part of
     the Exchange Offer Registration Statement.

          (b)  The Company shall advise each Agent, each Exchanging Dealer and
     the Holders (if applicable) and, if requested by any such person, confirm
     such advice in writing (which advice pursuant to clauses (ii)-(v) hereof
     shall be accompanied by an instruction to suspend the use of the prospectus
     until the requisite changes have been made):

               (i)  when any Registration Statement and any amendment thereto
       has been filed with the Commission and when such Registration Statement
       or any post-effective amendment thereto has become effective;

                                      -8-

<PAGE>

               (ii)  of any request by the Commission for amendments or
       supplements to any Registration Statement or the prospectus included
       therein or for additional information;

               (iii) of the issuance by the Commission of any stop order
       suspending the effectiveness of any Registration Statement or the
       initiation of any proceedings for that purpose;

               (iv)  of the receipt by the Company of any notification with
       respect to the suspension of the qualification of the Securities, the
       Exchange Securities or the Private Exchange Securities for sale in any
       jurisdiction or the initiation or threatening of any proceeding for such
       purpose; and

               (v)   of the happening of any event that requires the making of
       any changes in any Registration Statement or the prospectus included
       therein in order that the statements therein are not misleading and do
       not omit to state a material fact required to be stated therein or
       necessary to make the statements therein not misleading.

          (c)  The Company will make every reasonable effort to obtain the
     withdrawal at the earliest possible time of any order suspending the
     effectiveness of any Registration Statement.

          (d)  The Company will furnish to each Holder of Transfer Restricted
     Securities included within the coverage of any Shelf Registration
     Statement, without charge, at least one conformed copy of such Shelf
     Registration Statement and any post-effective amendment thereto, including
     financial statements and schedules and, if any such Holder so requests in
     writing, all exhibits thereto (including those, if any, incorporated by
     reference).

          (e)  The Company will, during the Shelf Registration Period, promptly
     deliver to each Holder of Transfer Restricted Securities included within
     the coverage of any Shelf Registration Statement, without charge, as many
     copies of the prospectus (including each preliminary prospectus) included
     in such Shelf Registration Statement and any amendment or supplement
     thereto as such Holder may reasonably request; and the Company consents to
     the use of such prospectus or any amendment or supplement thereto by each
     of the selling Holders of Transfer Restricted Securities in connection with
     the offer and sale of the Transfer Restricted Securities covered by such
     prospectus or any amendment or supplement thereto.

          (f)  The Company will furnish to each Agent and each Exchanging
     Dealer, and to any other Holder who so requests, without charge, at least
     one conformed copy of the Exchange Offer Registration Statement and any
     post-effective amendment thereto, including financial statements and
     schedules and, if any Agent or Exchanging

                                      -9-

<PAGE>

     Dealer or any such Holder so requests in writing, all exhibits thereto
     (including those, if any, incorporated by reference).

          (g)  The Company will, during the Exchange Offer Registration Period
     or the Shelf Registration Period, as applicable, promptly deliver to each
     Agent, each Exchanging Dealer and such other persons that are required to
     deliver a prospectus following the Registered Exchange Offer, without
     charge, as many copies of the final prospectus included in the Exchange
     Offer Registration Statement or the Shelf Registration Statement and any
     amendment or supplement thereto as such Agent, Exchanging Dealer or other
     persons may reasonably request; and the Company consents to the use of such
     prospectus or any amendment or supplement thereto by any such Agent,
     Exchanging Dealer or other persons, as applicable, as aforesaid.

          (h)  Prior to the effective date of any Registration Statement, the
     Company will use its reasonable best efforts to register or qualify, or
     cooperate with the Holders of Securities, Exchange Securities or Private
     Exchange Securities included therein and their respective counsel in
     connection with the registration or qualification of, such Securities,
     Exchange Securities or Private Exchange Securities for offer and sale under
     the securities or blue sky laws of such jurisdictions as any such Holder
     reasonably requests in writing and do any and all other acts or things
     necessary or advisable to enable the offer and sale in such jurisdictions
     of the Securities, Exchange Securities or Private Exchange Securities
     covered by such Registration Statement; provided that the Company will not
     be required to register or qualify generally to do business in any
     jurisdiction where it is not then so qualified or to take any action which
     would subject it to general service of process or to taxation in any such
     jurisdiction where it is not then so subject.

          (i)  The Company will cooperate with the Holders of Securities,
     Exchange Securities or Private Exchange Securities to facilitate the timely
     preparation and delivery of certificates representing Securities, Exchange
     Securities or Private Exchange Securities to be sold pursuant to any
     Registration Statement free of any restrictive legends and in such
     denominations and registered in such names as the Holders thereof may
     request in writing prior to sales of Securities, Exchange Securities or
     Private Exchange Securities pursuant to such Registration Statement.

          (j)  If any event contemplated by Section 4(b)(ii) through (v) occurs
     during the period for which the Company is required to maintain an
     effective Registration Statement, the Company will promptly prepare and
     file with the Commission a post-effective amendment to the Registration
     Statement or a supplement to the related prospectus or file any other
     required document so that, as thereafter delivered to purchasers of the
     Securities, Exchange Securities or Private Exchange Securities from a
     Holder, the prospectus will not include an untrue statement of a material
     fact or omit to state a material fact necessary in order to make the
     statements therein, in the light of the circumstances under which they were
     made, not misleading.

                                      -10-

<PAGE>

          (k)  Not later than the effective date of the applicable Registration
     Statement, the Company will provide a CUSIP number for the Securities, the
     Exchange Securities and the Private Exchange Securities, as the case may
     be, and provide the applicable trustee with printed certificates for the
     Securities, the Exchange Securities or the Private Exchange Securities, as
     the case may be, in a form eligible for deposit with The Depository Trust
     Company.

          (l)  The Company will comply with all applicable rules and regulations
     of the Commission and will make generally available to its security holders
     as soon as practicable after the effective date of the applicable
     Registration Statement an earning statement satisfying the provisions of
     Section 11(a) of the Securities Act; provided that in no event shall such
     earning statement be delivered later than 45 days after the end of a 12-
     month period (or 90 days, if such period is a fiscal year) beginning with
     the first month of the Company's first fiscal quarter commencing after the
     effective date of the applicable Registration Statement, which statement
     shall cover such 12-month period.

          (m)  The Company will cause the Indenture or the Exchange Securities
     Indenture, as the case may be, to be qualified under the Trust Indenture
     Act as required by applicable law in a timely manner.

          (n)  The Company may require each Holder of Transfer Restricted
     Securities to be registered pursuant to any Shelf Registration Statement to
     furnish to the Company such information concerning the Holder and the
     distribution of such Transfer Restricted Securities as the Company may from
     time to time reasonably require for inclusion in such Shelf Registration
     Statement, and the Company may exclude from such registration the Transfer
     Restricted Securities of any Holder that fails to furnish such information
     within a reasonable time after receiving such request.

          (o)  Each Holder of Transfer Restricted Securities agrees by
     acquisition of such Transfer Restricted Securities that, upon receipt of
     any notice from the Company pursuant to the seventh paragraph of Section 1,
     Section 2(c) or Section 4(b)(ii) through (v), such Holder will discontinue
     disposition of such Transfer Restricted Securities until such Holder's
     receipt of copies of the supplemental or amended prospectus contemplated by
     Section 4(j) or until advised in writing (the "Advice") by the Company that
                                                    ------
     the use of the applicable prospectus may be resumed.  If the Company shall
     give any notice under the seventh paragraph of Section 1, Section 2(c) or
     Section 4(b)(ii) through (v) during the period that the Company is required
     to maintain an effective Registration Statement (the "Effectiveness
                                                           -------------
     Period"), such Effectiveness Period shall be extended by the number of days
     ------
     during such period from and including the date of the giving of such notice
     to and including the date when each seller of Transfer Restricted
     Securities covered by such Registration Statement shall have received (x)
     the copies of the supplemental or amended prospectus contemplated by
     Section 4(j) (if an amended or supplemental prospectus is required) or (y)
     the Advice (if no amended or supplemental prospectus is required).

                                      -11-

<PAGE>

          (p)  In the case of a Shelf Registration Statement, the Company shall
     enter into such customary agreements (including, if requested, an
     underwriting agreement in customary form) and take all such other action,
     if any, as Holders of a majority in aggregate principal amount of the
     Securities, Exchange Securities and Private Exchange Securities being sold
     or the managing underwriters (if any) shall reasonably request in order to
     facilitate any disposition of Securities, Exchange Securities or Private
     Exchange Securities pursuant to such Shelf Registration Statement.

          (q)  In the case of a Shelf Registration Statement, the Company shall
     (i) make reasonably available for inspection by a representative of, and
     Special Counsel (as defined below) acting for, Holders of a majority in
     aggregate principal amount of the Securities, Exchange Securities and
     Private Exchange Securities being sold and any underwriter participating in
     any disposition of Securities, Exchange Securities or Private Exchange
     Securities pursuant to such Shelf Registration Statement, all relevant
     financial and other records, pertinent corporate documents and properties
     of the Company and its subsidiaries and (ii) use its reasonable best
     efforts to have its officers, directors, employees, accountants and counsel
     supply all relevant information reasonably requested by such
     representative, Special Counsel or any such underwriter (an "Inspector") in
                                                                  ---------
     connection with such Shelf Registration Statement.

          (r)  In the case of a Shelf Registration Statement, the Company shall,
     if requested by Holders of a majority in aggregate principal amount of the
     Securities, Exchange Securities and Private Exchange Securities being sold,
     their Special Counsel or the managing underwriters (if any) in connection
     with such Shelf Registration Statement, use its reasonable best efforts to
     cause (i) its counsel to deliver an opinion relating to the Shelf
     Registration Statement and the Securities, Exchange Securities or Private
     Exchange Securities, as applicable, in customary form, (ii) its officers to
     execute and deliver all customary documents and certificates requested by
     Holders of a majority in aggregate principal amount of the Securities,
     Exchange Securities and Private Exchange Securities being sold, their
     Special Counsel or the managing underwriters (if any) and (iii) its
     independent public accountants to provide a comfort letter or letters in
     customary form, subject to receipt of appropriate documentation as
     contemplated, and only if permitted, by Statement of Auditing Standards No.
     72.

          5.   Registration Expenses.  The Company will bear all expenses
               ---------------------
incurred in connection with the performance of its obligations under Sections 1,
2, 3 and 4 and the Company will reimburse the Agents and the Holders for the
reasonable fees and disbursements of one firm of attorneys (in addition to any
local counsel) chosen by the Holders of a majority in aggregate principal amount
of the Securities, the Exchange Securities and the Private Exchange Securities
to be sold pursuant to each Registration Statement (the "Special Counsel")
                                                         ---------------
acting for the Agents or Holders in connection therewith.

          6.   Indemnification.  (a)  In the event of a Shelf Registration
               ---------------
Statement or in connection with any prospectus delivery pursuant to an Exchange
Offer Registration

                                      -12-

<PAGE>

Statement by an Agent or Exchanging Dealer, as applicable, the Company shall
indemnify and hold harmless each Holder (including, without limitation, any such
Agent or Exchanging Dealer), its affiliates, their respective officers,
directors, employees, representatives and agents, and each person, if any, who
controls such Holder within the meaning of the Securities Act or the Exchange
Act (collectively referred to for purposes of this Section 6 and Section 7 as a
Holder) from and against any loss, claim, damage or liability, joint or several,
or any action in respect thereof (including, without limitation, any loss,
claim, damage, liability or action relating to purchases and sales of
Securities, Exchange Securities or Private Exchange Securities), to which that
Holder may become subject, whether commenced or threatened, under the Securities
Act, the Exchange Act, any other federal or state statutory law or regulation,
at common law or otherwise, insofar as such loss, claim, damage, liability or
action arises out of, or is based upon, (i) any untrue statement or alleged
untrue statement of a material fact contained in any such Registration Statement
or any prospectus forming part thereof or in any amendment or supplement thereto
or (ii) the omission or alleged omission to state therein a material fact
required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, and shall reimburse each Holder promptly upon demand for any legal
or other expenses reasonably incurred by that Holder in connection with
investigating or defending or preparing to defend against or appearing as a
third party witness in connection with any such loss, claim, damage, liability
or action as such expenses are incurred; provided, however, that the Company
shall not be liable in any such case to the extent that any such loss, claim,
damage, liability or action arises out of, or is based upon, an untrue statement
or alleged untrue statement in or omission or alleged omission from any of such
documents in reliance upon and in conformity with any Holders' Information; and
provided, further, that with respect to any such untrue statement in or omission
from any related preliminary prospectus, the indemnity agreement contained in
this Section 6(a) shall not inure to the benefit of any Holder from whom the
person asserting any such loss, claim, damage, liability or action received
Securities, Exchange Securities or Private Exchange Securities to the extent
that such loss, claim, damage, liability or action of or with respect to such
Holder results from the fact that both (A) a copy of the final prospectus was
not sent or given to such person at or prior to the written confirmation of the
sale of such Securities, Exchange Securities or Private Exchange Securities to
such person and (B) the untrue statement in or omission from the related
preliminary prospectus was corrected in the final prospectus unless, in either
case, such failure to deliver the final prospectus was a result of non-
compliance by the Company with Section 4(d), 4(e), 4(f) or 4(g).

          (b)  In the event of a Shelf Registration Statement, each Holder shall
indemnify and hold harmless the Company, its affiliates, their respective
officers, directors, employees, representatives and agents, and each person, if
any, who controls the Company within the meaning of the Securities Act or the
Exchange Act (collectively referred to for purposes of this Section 6(b) and
Section 7 as the Company), from and against any loss, claim, damage or
liability, joint or several, or any action in respect thereof, to which the
Company may become subject, whether commenced or threatened, under the
Securities Act, the Exchange Act, any other federal or state statutory law or
regulation, at common law or otherwise, insofar as such loss, claim, damage,
liability or action arises out of, or is based upon, (i)

                                      -13-

<PAGE>

any untrue statement or alleged untrue statement of a material fact contained in
any such Registration Statement or any prospectus forming part thereof or in any
amendment or supplement thereto or (ii) the omission or alleged omission to
state therein a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading, but in each case only to the extent that
the untrue statement or alleged untrue statement or omission or alleged omission
was made in reliance upon and in conformity with any Holders' Information
furnished to the Company, and shall reimburse the Company promptly upon demand
for any legal or other expenses reasonably incurred by the Company in connection
with investigating or defending or preparing to defend against or appearing as a
third party witness in connection with any such loss, claim, damage, liability
or action as such expenses are incurred; provided, however, that no such Holder
shall be liable for any indemnity claims hereunder in excess of the amount of
net proceeds received by such Holder from the sale of Securities, Exchange
Securities or Private Exchange Securities pursuant to such Shelf Registration
Statement.

          (c)  Promptly after receipt by an indemnified party under this Section
6 of notice of any claim or the commencement of any action, the indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party pursuant to Section 6(a) or 6(b), notify the indemnifying
party in writing of the claim or the commencement of that action; provided,
however, that the failure to notify the indemnifying party shall not relieve it
from any liability which it may have under this Section 6 except to the extent
that it has been materially prejudiced (through the forfeiture of substantive
rights or defenses) by such failure; and provided, further, that the failure to
notify the indemnifying party shall not relieve it from any liability which it
may have to an indemnified party otherwise than under this Section 6.  If any
such claim or action shall be brought against an indemnified party, and it shall
notify the indemnifying party thereof, the indemnifying party shall be entitled
to participate therein and, to the extent that it wishes, jointly with any other
similarly notified indemnifying party, to assume the defense thereof with
counsel reasonably satisfactory to the indemnified party.  After notice from the
indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under this Section 6 for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than the reasonable costs of investigation; provided, however,
that an indemnified party shall have the right to employ its own counsel in any
such action, but the fees, expenses and other charges of such counsel for the
indemnified party will be at the expense of such indemnified party unless (1)
the employment of counsel by the indemnified party has been authorized in
writing by the indemnifying party, (2) the indemnified party has reasonably
concluded (based upon advice of counsel to the indemnified party) that there may
be legal defenses available to it or other indemnified parties that are
different from or in addition to those available to the indemnifying party, (3)
a conflict or potential conflict exists (based upon advice of counsel to the
indemnified party) between the indemnified party and the indemnifying party (in
which case the indemnifying party will not have the right to direct the defense
of such action on behalf of the indemnified party) or (4) the indemnifying party
has not in fact employed counsel reasonably satisfactory to the indemnified
party to assume the defense of such action within a reasonable time after
receiving

                                      -14-

<PAGE>

notice of the commencement of the action, in each of which cases the reasonable
fees, disbursements and other charges of counsel will be at the expense of the
indemnifying party or parties. It is understood that the indemnifying party or
parties shall not, in connection with any proceeding or related proceedings in
the same jurisdiction, be liable for the reasonable fees, disbursements and
other charges of more than one separate firm of attorneys (in addition to any
local counsel) at any one time for all such indemnified party or parties. Each
indemnified party, as a condition of the indemnity agreements contained in
Sections 6(a) and 6(b), shall use all reasonable efforts to cooperate with the
indemnifying party in the defense of any such action or claim. No indemnifying
party shall be liable for any settlement of any such action effected without its
written consent (which consent shall not be unreasonably withheld), but if
settled with its written consent or if there be a final judgment for the
plaintiff in any such action, the indemnifying party agrees to indemnify and
hold harmless any indemnified party from and against any loss or liability by
reason of such settlement or judgment. No indemnifying party shall, without the
prior written consent of the indemnified party (which consent shall not be
unreasonably withheld), effect any settlement of any pending or threatened
proceeding in respect of which any indemnified party is or could have been a
party and indemnity could have been sought hereunder by such indemnified party,
unless such settlement includes an unconditional release of such indemnified
party from all liability on claims that are the subject matter of such
proceeding.

          7.   Contribution.  If the indemnification provided for in Section 6
               ------------
is unavailable or insufficient to hold harmless an indemnified party under
Section 6(a) or 6(b), then each indemnifying party shall, in lieu of
indemnifying such indemnified party, contribute to the amount paid or payable by
such indemnified party as a result of such loss, claim, damage or liability, or
action in respect thereof, (i) in such proportion as shall be appropriate to
reflect the relative benefits received by the Company from the offering and sale
of the Securities, on the one hand, and a Holder with respect to the sale by
such Holder of Securities, Exchange Securities or Private Exchange Securities,
on the other, or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
fault of the Company on the one hand and such Holder on the other with respect
to the statements or omissions that resulted in such loss, claim, damage or
liability, or action in respect thereof, as well as any other relevant equitable
considerations.  The relative benefits received by the Company on the one hand
and a Holder on the other with respect to such offering and such sale shall be
deemed to be in the same proportion as the total net proceeds from the offering
of the Securities (before deducting expenses) received by or on behalf of the
Company as set forth in the table on the cover of the Offering Memorandum, on
the one hand, bear to the total proceeds received by such Holder with respect to
its sale of Securities, Exchange Securities or Private Exchange Securities, on
the other.  The relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to the Company or
information supplied by the Company on the one hand or to any Holders'
Information supplied by such Holder on the other, the intent of the parties and
their relative knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission.  The parties

                                      -15-

<PAGE>

hereto agree that it would not be just and equitable if contributions pursuant
to this Section 7 were to be determined by pro rata allocation or by any other
method of allocation that does not take into account the equitable
considerations referred to herein. The amount paid or payable by an indemnified
party as a result of the loss, claim, damage or liability, or action in respect
thereof, referred to above in this Section 7 shall be deemed to include, for
purposes of this Section 7, subject to the limitations set forth above, any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending or preparing to defend any such
action or claim. Notwithstanding the provisions of this Section 7, an
indemnifying party that is a Holder of Securities, Exchange Securities or
Private Exchange Securities shall not be required to contribute any amount in
excess of the amount by which the total price at which the Securities, Exchange
Securities or Private Exchange Securities sold by such indemnifying party to any
purchaser exceeds the amount of any damages which such indemnifying party has
otherwise paid or become liable to pay by reason of any untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.

          8.   Rules 144 and 144A.  For so long as any Transfer Restricted
               ------------------
Securities remain outstanding, the Company shall use its reasonable best efforts
to file the reports required to be filed by it under the Securities Act and the
Exchange Act in a timely manner and, if at any time the Company is not required
to file such reports, it will, upon the written request of any Holder of
Transfer Restricted Securities, make publicly available other information so
long as necessary to permit sales of such Holder's securities pursuant to Rules
144 and 144A.  The Company covenants that it will take such further action as
any Holder of Transfer Restricted Securities may reasonably request, all to the
extent required from time to time to enable such Holder to sell Transfer
Restricted Securities without registration under the Securities Act within the
limitation of the exemptions provided by Rules 144 and 144A (including, without
limitation, the requirements of Rule 144A(d)(4)).  Upon the written request of
any Holder of Transfer Restricted Securities, the Company shall deliver to such
Holder a written statement as to whether it has complied with such requirements.
Notwithstanding the foregoing, nothing in this Section 8 shall be deemed to
require the Company to register any of its securities pursuant to the Exchange
Act.

          9.   Underwritten Registrations.  If any of the Transfer Restricted
               --------------------------
Securities covered by any Shelf Registration Statement are to be sold in an
underwritten offering, the investment banker or investment bankers and manager
or managers that will administer the offering will be selected by the Holders of
a majority in aggregate principal amount of such Transfer Restricted Securities
included in such offering, subject to the consent of the Company (which shall
not be unreasonably withheld or delayed), and such Holders shall be responsible
for all underwriting commissions and discounts in connection therewith.

          No person may participate in any underwritten registration hereunder
unless such person (i) agrees to sell such person's Transfer Restricted
Securities on the basis reasonably provided in any underwriting arrangements
approved by the persons entitled

                                      -16-

<PAGE>

hereunder to approve such arrangements and (ii) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements.

          10.  Amendments and Waivers.  The provisions of this Agreement may not
               ----------------------
be amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, unless the Company has obtained the
written consent of Holders of a majority in aggregate principal amount of the
Securities, the Exchange Securities and the Private Exchange Securities, taken
as a single class.  Notwithstanding the foregoing, a waiver or consent to depart
from the provisions hereof with respect to a matter that relates exclusively to
the rights of Holders whose Securities, Exchange Securities or Private Exchange
Securities are being sold pursuant to a Registration Statement and that does not
directly or indirectly affect the rights of other Holders may be given by
Holders of a majority in aggregate principal amount of the Securities, the
Exchange Securities and the Private Exchange Securities being sold by such
Holders pursuant to such Registration Statement.

          11.  Notices.  All notices and other communications provided for or
               -------
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telecopier or air courier
guaranteeing next-day delivery:

          (1)  if to a Holder, at the most current address given by such Holder
     to the Company in accordance with the provisions of this Section 10(b),
     which address initially is, with respect to each Holder, the address of
     such Holder maintained by the Registrar under the Indenture, with a copy in
     like manner to JPMorgan, a division of Chase Securities Inc., and Credit
     Suisse First Boston Corporation;

          (2)  if to an Agent, initially at its address set forth in the
     Distribution Agreement; and

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

          All such notices and communications shall be deemed to have been duly
given:  when delivered by hand, if personally delivered; one business day after
being delivered to a next-day air courier; five business days after being
deposited in the mail; and when receipt is acknowledged by the recipient's
telecopier machine, if sent by telecopier.

          12.  Successors And Assigns.  This Agreement shall be binding upon the
               ----------------------
Company and its successors and assigns.  If any transferee of any Holder shall
acquire Transfer Restricted Securities in any manner, whether by operation of
law or otherwise, such Transfer Restricted Securities shall be held subject to
all of the terms of this Agreement, and by taking and holding such Transfer
Restricted Securities such transferee shall be conclusively deemed to have
agreed to be bound by and to perform all of the terms and provisions of this
Agreement, and such transferee shall be entitled to receive the benefits hereof.

                                      -17-

<PAGE>

          13.  Counterparts.  This Agreement may be executed in any number of
               ------------
counterparts (which may be delivered in original form or by telecopier) and by
the parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

          14.  Definition of Terms.  For purposes of this Agreement, (a) the
               -------------------
term "business day" means any day on which the New York Stock Exchange, Inc. is
open for trading, (b) the term "subsidiary" has the meaning set forth in Rule
405 under the Securities Act and (c) except where otherwise expressly provided,
the term "affiliate" has the meaning set forth in Rule 405 under the Securities
Act.

          15.  Headings.  The headings in this Agreement are for convenience of
               --------
reference only and shall not limit or otherwise affect the meaning hereof.

          16.  Governing Law.  This Agreement shall be governed by and construed
               -------------
in accordance with the laws of the State of New York.

          17.  Remedies.  In the event of a breach by the Company or by any
               --------
Holder of any of their respective obligations under this Agreement, each Holder
or the Company, as the case may be, in addition to being entitled to exercise
all rights granted by law, including recovery of damages (other than the
recovery of damages for a breach by the Company of its obligations under
Sections 1 or 2 hereof for which additional interest has been paid pursuant to
Section 3 hereof), will be entitled to specific performance of its rights under
this Agreement.  The Company and each Holder agree that monetary damages would
not be adequate compensation for any loss incurred by reason of a breach by it
of any of the provisions of this Agreement and hereby further agree that, in the
event of any action for specific performance in respect of such breach, it shall
waive the defense that a remedy at law would be adequate.

          18.  No Inconsistent Agreements.  The Company represents, warrants and
               --------------------------
agrees that (i) it has not entered into, shall not, on or after the date of this
Agreement, enter into any agreement that is inconsistent with the rights granted
to the Holders in this Agreement or otherwise conflicts with the provisions
hereof, (ii) it has not previously entered into any agreement which remains in
effect granting any registration rights with respect to any of its debt
securities to any person and (iii) without limiting the generality of the
foregoing, without the written consent of the Holders of a majority in aggregate
principal amount of the then outstanding Transfer Restricted Securities, it
shall not grant to any person the right to request the Company to register any
debt securities of the Company under the Securities Act unless the rights so
granted are not in conflict or inconsistent with the provisions of this
Agreement.

          19.  No Piggyback on Registrations.  Neither the Company nor any of
               -----------------------------
its security holders (other than the Holders of Transfer Restricted Securities
in such capacity) shall have the right to include any securities of the Company
in any Shelf Registration or Registered Exchange Offer other than Transfer
Restricted Securities.

                                      -18-

<PAGE>

          20.  Severability.  The remedies provided herein are cumulative and
               ------------
not exclusive of any remedies provided by law. If any term, provision, covenant
or restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, illegal, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and
the parties hereto shall use their reasonable best efforts to find and employ an
alternative means to achieve the same or substantially the same result as that
contemplated by such term, provision, covenant or restriction. It is hereby
stipulated and declared to be the intention of the parties that they would have
executed the remaining terms, provisions, covenants and restrictions without
including any of such that may be hereafter declared invalid, illegal, void or
unenforceable.

                           [Signature page follows]

                                      -19-

<PAGE>

          Please confirm that the foregoing correctly sets forth the agreement
among the Company and the Agents.

                                   Very truly yours,

                                   CARPENTER TECHNOLOGY CORPORATION

                                   By: /s/ Jaime Vasquez
                                      ---------------------------------
                                      Name: Jaime Vasquez
                                      Title: Vice President and Treasurer
Accepted:

J.P. MORGAN SECURITIES INC.


By: /s/ J. C. Padilla
   --------------------------------
          Authorized Signatory


CREDIT SUISSE FIRST BOSTON CORPORATION


By: /s/ Helena M. Wilner
   --------------------------------
          Authorized Signatory

<PAGE>

                                                                         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".

<PAGE>

                                                                         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".

<PAGE>

                                                                         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.

<PAGE>

                                                                         ANNEX D

[_]  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
     COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
     THERETO.

     Name:
     Address:

If the undersigned is not a broker-dealer, the undersigned represents that it is
not engaged in, and does not intend to engage in, a distribution of Exchange
Securities.  If the undersigned is a broker-dealer that will receive Exchange
Securities for its own account in exchange for Securities that were acquired as
a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.