Exhibit 10(S)
[CRS Funding Corporation]
SECOND AMENDMENT TO RECEIVABLES PURCHASE
AGREEMENT
This SECOND AMENDMENT (this “
Amendment ”), dated as of July 1, 2003, is among CRS
FUNDING CORPORATION, a Delaware corporation, as seller (the “
Seller ”), CARPENTER TECHNOLOGY CORPORATION, a
Delaware corporation (“ Carpenter ”), as initial
servicer (in such capacity, together with its successors and
permitted assigns in such capacity, the “ Servicer
”), MARKET STREET FUNDING CORPORATION, a Delaware corporation
(together with its successors and permitted assigns, the “
Issuer ”), and PNC BANK, NATIONAL ASSOCIATION, a
national banking association (“ PNC ”), as
administrator (in such capacity, together with its successors and
assigns in such capacity, the “ Administrator
”).
RECITALS
1. The Seller, the Servicer, the
Issuer and the Administrator are parties to the Receivables
Purchase Agreement, dated as of December 20, 2001 (as amended,
supplemented or otherwise modified from time to time, the “
Agreement ”).
2. The Seller, the Servicer, the
Issuer and the Administrator desire to amend the Agreement as
hereinafter set forth.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
SECTION 1. Amendments to the
Agreement .
(a) Schedule II to the
Agreement is hereby amended and restated in its entirety and
replaced by Schedule II attached hereto.
SECTION 2. Conditions to
Effectiveness .
This Amendment shall become
effective as of the date hereof subject to the condition precedent
that the Administrator shall have received the following, each duly
executed and dated as of the date hereof (or such other date
satisfactory to the Administrator), in form and substance
satisfactory to the Administrator:
(a) counterparts of this Amendment
(whether by facsimile or otherwise) executed by each of the parties
hereto; and
(b) such other documents and
instruments as the Administrator may reasonably request.
SECTION 3. Effect of Amendment;
Ratification . Except as specifically amended hereby, the
Agreement is hereby ratified and confirmed in all respects, and all
of its provisions shall remain in full force and effect. After this
Amendment becomes effective, all references in
the Agreement (or in any other Transaction
Document) to “the Receivables Purchase Agreement”,
“this Agreement”, “hereof”,
“herein”, or words of similar effect, in each case
referring to the Agreement, shall be deemed to be references to the
Agreement as amended hereby. This Amendment shall not be deemed to
expressly or impliedly waive, amend, or supplement any provision of
the Agreement other than as specifically set forth
herein.
SECTION 4. Counterparts .
This Amendment may be executed in any number of counterparts and by
different parties on separate counterparts, and each counterpart
shall be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.
SECTION 5. Governing Law .
This Amendment shall be governed by, and construed in accordance
with, the internal laws of the State of New York without regard to
any otherwise applicable conflict of laws principles.
SECTION 6. Section Headings .
The various headings of this Amendment are inserted for convenience
only and shall not affect the meaning or interpretation of this
Amendment or the Agreement or any provision hereof or
thereof.
[SIGNATURE PAGES TO
FOLLOW]
-2-
IN WITNESS WHEREOF, the parties have
executed this Amendment as of the date first written
above.
|
|
|
|
|
CRS FUNDING CORPORATION
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
|
|
CARPENTER TECHNOLOGY
CORPORATION,
as Servicer
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
|
|
|
|
|
|
|
|
S-1
|
|
Second Amendment to RPA
(CRS Funding
Corp.)
|
|
|
|
|
|
MARKET STREET FUNDING CORPORATION
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
|
|
|
|
|
|
|
|
S-2
|
|
Second Amendment to RPA
(CRS Funding
Corp.)
|
|
|
|
|
|
PNC BANK, NATIONAL
ASSOCIATION,
as Administrator
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
|
|
|
|
|
|
|
|
S-3
|
|
Second Amendment to RPA
(CRS Funding
Corp.)
|
SCHEDULE II
LOCK-BOX BANKS AND LOCK-BOX
ACCOUNTS
|
|
|
|
|
|
|
Lock-Box Bank
|
|
Lock Box No.
|
|
Account No.
|
|
Mellon Financial Services Corporation
#1
|
|
10183
|
|
8-242-836
|
|
|
|
21039
|
|
8-242-836
|
|
Mellon Bank, N.A.
|
|
0220
|
|
8-242-836
|
|
PNC Bank, National Association
|
|
910867
|
|
1017291216
|
|
|
|
771774
|
|
1017291216
|
|
|
|
643433
|
|
1017291216
|
|
|
|
|
|
|
|
|
|
|
|
Second Amendment to RPA
(CRS Funding
Corp.)
|
[CRS Funding Corporation]
THIRD AMENDMENT TO RECEIVABLES PURCHASE
AGREEMENT
This THIRD AMENDMENT (this “
Amendment ”), dated as of June 29, 2004, is among CRS
FUNDING CORPORATION, a Delaware corporation, as seller (the
“Seller ”), CARPENTER TECHNOLOGY CORPORATION, a
Delaware corporation (“ Carpenter ”), as initial
servicer (in such capacity, together with its successors and
permitted assigns in such capacity, the “ Servicer
”), MARKET STREET FUNDING CORPORATION, a Delaware corporation
(together with its successors and permitted assigns, the “
Issuer ”), and PNC BANK, NATIONAL ASSOCIATION, a
national banking association (“ PNC ”), as
administrator (in such capacity, together with its successors and
assigns in such capacity, the “ Administrator
”).
RECITALS
1. The Seller, the Servicer, the
Issuer and the Administrator are parties to the Receivables
Purchase Agreement, dated as of December 20, 2001 (as amended,
supplemented or otherwise modified from time to time, the “
Agreement ”).
2. The Seller, the Servicer, the
Issuer and the Administrator desire to amend the Agreement as
hereinafter set forth.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
SECTION 1. Amendment to the
Agreement . Section 1.4 of the Agreement is hereby
amending and restating the proviso at the end thereof as
follows:
provided , that (a) the amount of any such reduction
shall be not less than $1,000,000 and shall be an integral multiple
of $100,000 (unless the Purchase Limit shall have been reduced to
zero in accordance with Section 1.1 (b) ) and (b) the Seller
shall choose a reduction amount, and the date of commencement
thereof, so that to the extent practicable such reduction shall
commence and conclude in the same Settlement Period.
SECTION 2. Conditions to
Effectiveness .
This Amendment shall become
effective as of the date hereof subject to the condition precedent
that the Administrator shall have received the following, each duly
executed and dated as of the date hereof (or such other date
satisfactory to the Administrator), in form and substance
satisfactory to the Administrator:
(a) counterparts of this Amendment
(whether by facsimile or otherwise) executed by each of the parties
hereto; and
(b) such other documents and
instruments as the Administrator may reasonably request.
SECTION 3. Effect of Amendment;
Ratification . Except as specifically amended hereby, the
Agreement is hereby ratified and confirmed in all respects, and all
of its provisions shall remain in full force and effect. After this
Amendment becomes effective, all references in the Agreement (or in
any other Transaction Document) to “the Receivables Purchase
Agreement”, “this Agreement”, “hereof,
“herein”, or words of similar effect, in each case
referring to the Agreement, shall be deemed to be references to the
Agreement as amended hereby. This Amendment shall not be deemed to
expressly or impliedly waive, amend, or supplement any provision of
the Agreement other than as specifically set forth
herein.
SECTION 4. Counterparts .
This Amendment may be executed in any number of counterparts and by
different parties on separate counterparts, and each counterpart
shall be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.
SECTION 5. Governing Law .
This Amendment shall be governed by, and construed in accordance
with, the internal laws of the State of New York without regard to
any otherwise applicable conflict of laws principles.
SECTION 6. Section Headings .
The various headings of this Amendment are inserted for convenience
only and shall not affect the meaning or interpretation of this
Amendment or the Agreement or any provision hereof or
thereof.
[SIGNATURE PAGES TO
FOLLOW]
|
|
|
|
|
|
|
|
|
2
|
|
Third Amendment to RPA
(CRS Funding
Corp.)
|
IN WITNESS WHEREOF, the parties have executed
this Amendment as of the date first written above.
|
|
|
|
|
CRS FUNDING CORPORATION
|
|
|
|
|
By:
|
|
/s/ W
ALTER L. P EASE
|
|
Name:
|
|
WALTER L. PEASE
|
|
Title:
|
|
TREASURER
|
|
|
|
CARPENTER
TECHNOLOGY CORPORATION,
as Servicer
|
|
|
|
|
By:
|
|
/s/ W
ALTER L. P EASE
|
|
Name:
|
|
WALTER L.
|