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SECOND AMEND. TO RECEIVABLES PURCHASE AGREEMENT

Receivables Purchase Transfer Agreement

SECOND AMEND. TO RECEIVABLES PURCHASE AGREEMENT | Document Parties: CARPENTER TECHNOLOGY CORP | MARKET STREET FUNDING CORPORATION | PNC BANK, NATIONAL ASSOCIATION You are currently viewing:
This Receivables Purchase Transfer Agreement involves

CARPENTER TECHNOLOGY CORP | MARKET STREET FUNDING CORPORATION | PNC BANK, NATIONAL ASSOCIATION

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Title: SECOND AMEND. TO RECEIVABLES PURCHASE AGREEMENT
Governing Law: New York     Date: 9/9/2005
Industry: Iron and Steel     Sector: Basic Materials

SECOND AMEND. TO RECEIVABLES PURCHASE AGREEMENT, Parties: carpenter technology corp , market street funding corporation , pnc bank  national association
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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.


 
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