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Exhibit 10V
EXECUTION COPY
CRS Funding
Corporation
FIFTH AMENDMENT TO
RECEIVABLES PURCHASE AGREEMENT
This FIFTH AMENDMENT (this
“ Amendment ”), dated as of December 15,
2006, is among CRS FUNDING CORPORATION, a Delaware corporation, as
seller (the “ Seller ”), CARPENTER TECHNOLOGY
CORPORATION, a Delaware corporation (“ Carpenter
”), as initial servicer (in such capacity, together with its
successors and permitted assigns in such capacity, the “
Servicer ”), MARKET STREET FUNDING LLC, a Delaware
limited liability company (together with its successors and
permitted assigns, the “ Issuer ”), and PNC
BANK, NATIONAL ASSOCIATION, a national banking association (“
PNC ”), as administrator (in such capacity, together
with its successors and assigns in such capacity, the “
Administrator ”).
RECITALS
1. The Seller, the Servicer,
the Issuer and the Administrator are parties to the Receivables
Purchase Agreement, dated as of December 20, 2001 (as amended,
supplemented or otherwise modified from time to time, the “
Agreement ”).
2. The Seller, the Servicer,
the Issuer and the Administrator desire to amend the Agreement as
hereinafter set forth.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
SECTION 1. Certain Defined
Terms . Capitalized terms that are used herein without
definition and that are defined in Exhibit I to the
Agreement shall have the same meanings herein as therein
defined.
SECTION 2. Amendments to
the Agreement .
SECTION 2.1 The definition of
“Facility Termination Date” as set forth in Exhibit
I to the Agreement is hereby amended by deleting the date
“December 15, 2006” therein and substituting the date
“December 22, 2006” therefor.
SECTION 3. Representations
and Warranties . Each of the Seller and Servicer hereby
represents and warrants to the Issuer and the Administrator as
follows:
(a) Representations and
Warranties . The representations and warranties of such Person
contained in Article 2 of the Agreement (as amended hereby)
are true and correct as of the date hereof (unless stated to relate
solely to an earlier date, in which case such representations or
warranties were true and correct as of such earlier
date).
(b) Enforceability .
The execution and delivery by such Person of this Amendment, and
the performance of each of its obligations under this Amendment and
the Agreement, as amended hereby, are within its corporate powers
and have been duly authorized by all necessary corporate action on
its part. This Amendment and the Agreement, as amended hereby, are
such Person’s valid and legally binding obligations,
enforceable in accordance with its terms.
(c) No Default .
Immediately after giving effect to this Amendment and the
transactions contemplated hereby, no Termination Event or Unmatured
Termination Event exists or shall exist.
SECTION 4. Conditions to
Effectiveness . This Amendment shall become effective as of the
date hereof subject to the condition precedent that the
Administrator shall have received the following, each duly executed
and dated as of the date hereof (or such other date satisfactory to
the Administrator), in form and substance satisfactory to the
Administrator:
(a) counterparts of this
Amendment executed by each of the parties hereto; and
(b) such other documents and
instruments as the Administrator may reasonably request.
SECTION 5. Effect of
Amendment; Ratification . Except as specifically amended
hereby, the Agreement is hereby ratified and confirmed in all
respects, and all of its provisions shall remain in full force and
effect. After this Amendment becomes effective, all references in
the Agreement (or in any other Transaction Document) to “the
Receivables Purchase Agreement”, “this
Agreement”, “hereof, “herein”, or words of
similar effect, in each case referring to the Agreement, shall be
deemed to be references to the Agreement as amended hereby. This
Amendment shall not be deemed to expressly or impliedly waive,
amend, or supplement any provision of the Agreement other than as
specifically set forth herein.
SECTION 6.
Counterparts . This Amendment may be executed in any number
of counterparts and by different parties on separate counterparts,
and each counterpart shall be deemed to be an original, and all
such counterparts shall together constitute but one and the same
instrument.
SECTION 7. Governing
Law . This Amendment shall be governed by, and construed in
accordance with, the internal laws of the State of New York without
regard to any otherwise applicable conflict of laws
principles.
SECTION 8. Section
Headings . The various headings of this Amendment are inserted
for convenience only and shall not affect the meaning or
interpretation of this Amendment or the Agreement or any provision
hereof or thereof.
SIGNATURE PAGES
FOLLOW
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Fifth Amendment to
RPA
(CRS Funding
Corp.)
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IN WITNESS WHEREOF, the
parties have executed this Amendment as of the date first written
above.
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| CRS FUNDING CORPORATION |
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| By: |
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/s/ Jaime Vasquez |
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| Name: |
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Jaime
Vasquez |
| Title: |
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VP/
Treasurer |
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CARPENTER TECHNOLOGY
CORPORATION,
as Servicer
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| Name: |
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Jaime
Vasquez |
| Title: |
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VP/
Treasurer |
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S-1 |
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Fifth Amendment to
RPA
(CRS Funding
Corp.)
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| MARKET STREET FUNDING LLC |
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| By: |
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/s/ Doris J.
Hearn |
| Name: |
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Doris J.
Hearn |
| Title: |
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Vice
President |
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S-2 |
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Fifth Amendment to
RPA
(CRS Funding
Corp.)
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PNC BANK, NATIONAL
ASSOCIATION,
as Administrator
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| By: |
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/s/ John T.
Smathers |
| Name: |
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John T.
Smathers |
| Title: |
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Vice
President |
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S-3 |
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Fifth Amendment to
RPA
(CRS Funding
Corp.)
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EXECUTION COPY
CRS Funding
Corporation
SIXTH AMENDMENT TO
RECEIVABLES PURCHASE AGREEMENT
This SIXTH AMENDMENT (this
“ Amendment ”), dated as of December 21,
2006, is among CRS FUNDING CORP., a Delaware corporation, as seller
(the “ Seller ”), CARPENTER TECHNOLOGY
CORPORATION, a Delaware corporation (“ Carpenter
”), as initial servicer (in such capacity, together with its
successors and permitted assigns in such capacity, the “
Servicer ”), MARKET STREET FUNDING LL
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