Carpenter Technology Corp – ‘8-K’ for 3/31/98 – EX-20

As of:  Wednesday, 4/15/98   ·   For:  3/31/98   ·   Accession #:  17843-98-29   ·   File #:  1-05828

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Form 8-K Talley Industries Inc.                        3     11K 
 3: EX-1        Distribution Agreement                                56±   243K 
 4: EX-20       Forms of Medium Term Notes                            24±    97K 
 2: EX-99       Exhibit Index                                          1      6K 
 5: EX-99       Press Release                                          1      6K 

EX-20   —   Forms of Medium Term Notes
Exhibit Table of Contents

EX-20
1st “Page” of 9
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
                                                                  Exhibit 20

IF THE REGISTERED OWNER OF THIS SECURITY (AS INDICATED BELOW) IS THE  
DEPOSITORY TRUST COMPANY (THE "DEPOSITORY") OR A NOMINEE OF THE DEPOSITORY, THEN
THIS SECURITY IS A GLOBAL SECURITY AND THE FOLLOWING LEGENDS SHALL APPLY:       

    THIS SECURITY IS A BOOK-ENTRY SECURITY IN A GLOBAL FORM WITHIN THE MEANING
OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE   
DEPOSITORY OR A NOMINEE OF A DEPOSITORY.  THIS GLOBAL SECURITY IS EXCHANGEABLE  
FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR  
ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND   
NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE 
BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE         
DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO  
THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN
SUCH LIMITED CIRCUMSTANCES.                                                     

  UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY (55 WATER STREET, NEW YORK, NEW YORK) TO CARPENTER TECHNOLOGY        
CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND 
ANY SECURITY ISSUED UPON REGISTRATION OF, TRANSFER OF, OR IN EXCHANGE FOR, OR IN
LIEU OF, THIS SECURITY IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER    
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY AND ANY     
PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF  
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED     
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.                               

REGISTERED NO.  FX-________________          CUSIP NO.:     14428T              
                                     PRINCIPAL AMOUNT: _________

CARPENTER TECHNOLOGY CORPORATION                

MEDIUM-TERM NOTE, SERIES B                
Due From 9 Months to 30 Years From Original Issue Date                
(Fixed Rate)                

ORIGINAL ISSUE PRICE:    REDEMPTION PRICE:                                      

ORIGINAL ISSUE DATE:     REDEMPTION COMMENCEMENT DATE:                          

INTEREST RATE:           HOLDER'S OPTIONAL REPAYMENT DATE(S):                   

STATED MATURITY:         HOLDER'S OPTIONAL REPAYMENT PRICE:                     

AMORTIZATION FORMULA:         

AMORTIZATION PAYMENT DATE(S): 

OTHER PROVISIONS:                                                               

IF APPLICABLE, THE FOLLOWING WILL BE COMPLETED SOLELY FOR THE PURPOSE OF        
APPLYING THE UNITED STATES FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID")   
RULES:                                                                          

TOTAL AMOUNT OF OID:                                                            
YIELD TO MATURITY:                                                              
INITIAL ACCRUAL PERIOD OID:                                                     
METHOD USED TO DETERMINE YIELD FOR                                              
INITIAL ACCRUAL PERIOD:                                                         
_____ APPROXIMATE                                                     
_____ EXACT                                                           

CARPENTER TECHNOLOGY CORPORATION                                                

If applicable, the Redemption Price initially shall be ___% of the    
principal amount of this Security to be redeemed and shall decline at each      
anniversary of the Redemption Commencement Date by ___% of the principal amount 
to be redeemed until the Redemption Price is 100% of such principal amount,     
together with interest thereon to the date fixed for redemption.                

     Carpenter Technology Corporation, a corporation duly organized and existing
under the laws of Delaware (herein called the "Company", which term includes any
successor Person under the Indenture hereinafter referred to), for value        
received, hereby promises to pay to Cede & Co., or registered assigns, the      
principal sum of__________________ Dollars on __________________________________
and to pay interest thereon from the Original Issue Date specified above or from
the most recent Interest Payment Date to which interest has been paid or duly   
provided for, semi-annually on April 15 and October 15 in each year, commencing 
at the ___________________, at the rate of ___% per annum, until the principal  
hereof is paid or made available for payment provided, that any principal and   
premium, and any such installment of interest, which is overdue shall bear      
interest at the rate of ___% per annum, until the principal hereof is paid or   
made available for payment.  The interest so payable, and punctually paid or    
duly provided for, on any Interest Payment Date will, as provided in such       
Indenture, be paid to the Person in whose name this Security (or one or more    
Predecessor Securities) is registered at the close of business on the Regular   
Record Date for such interest, which shall be the April 1 or October 1 (whether 
or not a Business Day), as the case may be, next preceding such Interest Payment
Date; provided, however, that interest payable at Stated Maturity or upon       
earlier redemption or repayment will be payable to the Person to whom principal 
shall be payable.  Any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on such Regular Record Date and
may either be paid to the Person in whose name this Security (or one or more    
Predecessor Securities) is registered at the close of business on a Special     
Record Date for the payment of such Defaulted Interest to be set by the Trustee,
notice whereof shall be given to Holders of Securities of this series not less  
than 10 days prior to such Special Record Date, or be paid at any time in any   
other lawful manner not inconsistent with the requirements of any securities    
exchange on which the Securities may be listed, and upon such notice as may be  
required by such exchange, all as more fully provided in said Indenture.        

Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in Reading, Pennsylvania, of the United States of America as at the time
of payment is legal tender for payment of public and private debts; provided,   
however, that, at the option of the Company, payment of interest may be made by 
check mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register.  The Company will, at all times, appoint and   
maintain a paying agent, initially the Trustee (the "Paying Agent"), authorized 
by the Company to pay the principal of, and premium, if any, or interest on,    
this Security on behalf of the Company to the person entitled thereto.          

 Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes    
have the same effect as if set forth at this place.                             

  Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security    
shall not be entitled to any benefit under the Indenture or be valid or         
obligatory for any purpose.                                                     

In Witness Whereof, the Company has caused this instrument to be duly 
executed under its corporate seal.                                              

Dated:_________________________              CARPENTER TECHNOLOGY CORPORATION   

By:     
       Name:
      Title:

Attest:                                                                         
Name:                                                           
Title:                                                            

CERTIFICATE OF AUTHENTICATION                 

THIS IS ONE OF THE SECURITIES DESCRIBED IN THE WITHIN MENTIONED INDENTURE       

                          U.S. Bank Trust National Association
          as Trustee

By:       
                    Authorized Signatory

(Reverse of Security)             

CARPENTER TECHNOLOGY CORPORATION              

MEDIUM-TERM NOTE, SERIES B                
Due from 9 Months to 30 Years From Original Issue Date                
(Fixed Rate)                

This Security is one of a duly authorized issue of securities of the  
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of January 12, 1994 (herein called the      
"Indenture", which term shall here the meaning assigned to it in such           
instrument), between the Company and U.S. Bank Trust National Association, as   
successor Trustee (herein called the "Trustee," which term includes any         
successor trustee under the Indenture), and reference is hereby made to the     
Indenture for a statement of the respective rights, limitations of rights,      
duties and immunities thereunder of the Company, the Trustee and the Holders of 
the Securities and of the terms upon which the Securities are, and are to be,   
authenticated and delivered.  This Security is one of the series designated on  
the face hereof.  The Securities of this series may be issued from time to time 
in an aggregate initial offering price of up to $198,000,000, may mature at     
different times, bear interest, if any, at different rates, and be redeemable at
different times or not at all.                                                  

 If a Redemption Commencement Date is specified on the face hereof, this
Security may be redeemed at the option of the Company as a whole, or from time  
to time in part, on any date on or after such Redemption Commencement Date and  
prior to maturity, upon mailing a notice of such redemption not less than 30 nor
more than 60 days prior to the date fixed for redemption to the Holders of      
Securities to be redeemed at their last registered addresses, all as further    
provided in the Indenture, at the Optional Redemption Prices, if any, specified 
on the face hereof (expressed in percentages of the principal amount) together  
in each case with accrued interest to the date fixed for redemption.  If less   
than all of the Notes with like tenor and terms are to be redeemed, the Notes   
to be redeemed shall be selected not more than 60 days prior to the redemption  
date by the Trustee by such method as the Trustee shall deem fair and           
appropriate.                                                                    

  If a Repayment Date or Repayment Dates are specified on the face hereof,
this Security will be repayable at the option of the Holder, in whole or from   
time to time in part, on such Repayment Date or Repayment Dates at the Repayment
Price specified on the face hereof, together with accrued interest thereon to   
the Repayment Date on which repayment is sought.  In order for this Security to 
be repaid, the Company must receive at the Corporate Trust Office of the Trustee
in the City of New York, New York, at least 30 days, but not more than 60 days, 
prior to the specified Repayment Date (i) the Security with the form below      
entitled "Option to Elect Repayment" duly completed or (ii) a facsimile         
transmission or letter from a member of a national securities exchange, the     
National Association of Securities Dealers, Inc., or a commercial bank or trust 
company in the United States of America, setting forth the name of the Holder   
of the Security, the principal amount of the Security, the portion of the       
principal amount of the Security to be repaid (which shall not be less than the 
minimum authorized denomination of this Security), the certificate number or a  
description of the tenor and terms of the Security, a statement that the option 
to elect repayment is being exercised thereby and a guarantee that this Security
with the form below entitled "Option to Elect Repayment" duly completed will be 
received by the Trustee not later than five Business Days after the date of such
facsimile transmission or letter.  If the procedure described in clause (ii) of 
the preceding sentence is followed, this Security with form duly completed must 
be received by the Trustee by such fifth Business Day.  Exercise of any         
repayment option by the Holder of any Security shall be irrevocable.  No        
transfer or exchange of any Security (or, in the event that any Security is to  
be repaid in part, such portion of the Security to be repaid) will be permitted 
after exercise of a repayment option.  The repayment option may be exercised by 
the Holder of a Security for less than the entire principal amount of the       
Security provided that the principal amount of the Security remaining           
outstanding after repayment, if any, is an authorized denomination.  The Trustee
will refer all questions as to the validity, eligibility (including time of     
receipt) and acceptance of any Security for repayment to the Company whose      
determination of such questions will be final and binding.                      

   Payment of interest on this Security with respect to any Interest Payment
Date will include interest accrued to but excluding such Interest Payment Date. 
Interest on this Security will be computed on the basis of a 360-day year of    
twelve 30-day months.                                                           

  Any Payment on this Security due on any date which is not a Business Day
need not be made on such day, but may be made on the next succeeding Business   
Day with the same force and effect as if made on the due date, and no interest  
shall accrue for the period from and after such date.                           

  In the event of redemption or repayment of this Security in part only, a
new Security or Securities of this series and of like tenor for the unredeemed  
portion hereof will be issued in the name of the Holder hereof upon the         
cancellation hereof.                                                            

    The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security or certain restrictive covenants and Events of    
Default with respect to this Security, in each case upon compliance with certain
conditions set forth in this Indenture.                                         

If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be  
declared due and payable in the manner and with the effect provided in the      
Indenture.  Notwithstanding anything herein to the contrary, if this Note is an 
Original Issue Discount Note as specified on the face hereof, the amount payable
in the event of redemption or repayment prior to the Stated Maturity hereof in  
lieu of the principal amount due at the Stated Maturity hereof shall be the     
Amortized Face Amount of this Security as of the Redemption Date or the date of 
repayment, as the case may be.  The "Amortized Face Amount" of this Security    
shall be the amount equal to (a) the Issue Price (as set forth on the face      
hereof) plus (b) that portion of the difference between the Issue Price and the 
principal amount hereof that has accrued at the Yield to Maturity (as set forth 
on the face hereof) (computed in accordance with generally accepted United      
States bond yield computation principles) at the date as of which the Amortized 
Face Amount is calculated but in no event shall the Amortized Face Amount of    
this Security exceed its principal amount.                                      

 The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Company and the rights of the Holders of the Securities of each series to be    
affected under the Indenture at any time by the Company and the Trustee with    
the consent of the Holders of a majority in principal amount of the Securities  
at the time Outstanding of each series to be affected.  The Indenture also      
contains provisions permitting the Holders of specified percentages in principal
amount of the Securities of each series at the time Outstanding, on behalf of   
the Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the    
Indenture and their consequences.  Any such consent or waiver by the Holder of  
this Security shall be conclusive and binding upon such Holder and upon all     
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not     
notation of such consent or waiver is made upon this Security.                  

   As provided in and subject to the provisions of the Indenture, the Holder
of this security shall not have the right to institute any proceeding with      
respect to the Indenture or for the appointment of a receiver or trustee or for 
any other remedy thereunder, unless such Holder shall have previously given the 
the Trustee written notice of a continuing Event of Default with respect to the 
Securities of this series, the Holders of not less than 25% in principal amount 
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of     
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of   
Securities of this series at the time Outstanding a direction inconsistent with 
such request, and shall have failed to institute any such proceeding for 60 days
after receipt of such notice, request and offer of indemnity.  The foregoing    
shall not apply to any suit instituted by the Holder of this Security for the   
enforcement of payment of principal hereof or any premium or interest hereon on 
or after the respective due dates expressed herein.                             

   No reference herein to the Indenture and no provision of this Security or
of the Indenture shall affect or impair the obligation of the Company, which is 
absolute and unconditional, to pay the principal of and any premium and interest
on this Security at the times, place and rates, and in the coin or currency,    
herein prescribed.                                                              

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,   
upon surrender of this Security for registration of transfer at the office or   
agency of the Company in any place where the principal of and any premium and   
interest on this Security are payable, duly endorsed by, or accompanied by a    
written instrument of transfer in form satisfactory to the Company and the      
Security Registrar duly executed by, the Holder hereof or his attorney duly     
authorized in writing, and thereupon one or more new Securities of this series  
and of like tenor, of authorized denominations and for the same aggregate       
principal amount, will be issued to the designated transferee or transferees.   

    The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and integral multiples of $1,000 in excess   
thereof.  As provided in the Indenture and subject to certain limitations       
therein set forth, Securities of this series are exchangeable for a like        
aggregate principal amount of Securities of this series and of like tenor of a  
different authorized denomination, as requested by the Holder surrendering the  
same.  Transfers or exchanges of Certificated Registered Securities may not be  
effected during the 15 day period preceding the mailing of a notice of          
redemption.                                                                     

  No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any  
tax or other governmental charge payable in connection therewith.               

     Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the  
Person in whose name this Security is registered as the owner hereof for all    
purposes, whether or not this Security be overdue, and neither the Company, the 
Trustee nor any such agent shall be affected by notice to the contrary.         

  All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.                            

 This Security shall be governed by and construed in accordance with the
laws of the State of New York without giving effect to the conflict of laws     
provisions thereof.                                                             

OPTION TO ELECT REPAYMENT               

    The undersigned hereby irrevocably request(s) and instructs the Company to
repay the within Security (or the portion hereof specified below) pursuant to   
its terms at a price equal to the Repayment Price specified on the face hereof, 
together with accrued interest to the Repayment Date, to the undersigned at     

(Please print or typewrite name and address of the undersigned)   

    If less than the entire principal amount of this Security is to be repaid,
specify the portion hereof which the Holder elects to have repaid _____________ 
and specify the denomination or denominations (which shall be in authorized     
denominations) of the Securities to be issued to the Holder for the portion of  
the within Security not being repaid (in the absence of any such specification, 
one such Security will be issued for the portion not being repaid):             

Dated:                                                                          
(Signature)         

                             Sign exactly as name appears on the front of this
                           Security [SIGNATURE GUARANTEED required only if
                              Securities are to be issued and delivered to other
       than the registered holder]

                           Fill in for registration of Securities if to be
                           issued otherwise than to the registered holder:

Name:               
Address:            

                                        (Please print name and address
                                           including zip code)

                        SOCIAL SECURITY OR OTHER
                   TAXPAYER ID NUMBER:

EX-20
2nd “Page” of 9
TOC
1st
Previous
Next
↓Bottom
Just 2nd
 ABBREVIATIONS

  The following abbreviations, when used in the inscription on the face of
this Security, shall be construed as though they were written out in full       
according to applicable laws or regulations:                                    

TEN COM       - as tenants in common                                            

TEN ENT       - as tenants by the entireties                                    

JT TEN        - as joint tenant with right of survivorship and not as tenants in
common                                          

UNIF GIFT MIN ACT    -    Custodian                                             
(Cust) (Minor)                                      
under Uniform Gifts to Minors Act                   

(State)                                             
              Additional abbreviations may be used though not in the above list.

EX-20
3rd “Page” of 9
TOC
1st
Previous
Next
↓Bottom
Just 3rd
            ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and     
transfer(s) unto                                                                

(Please print or typewrite name and address, including postal zip code, of      
assignee)                                                                       

PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE    
___________________________                                                     

the within Security of Carpenter Technology Corporation and hereby does         
irrevocably constitute and appoint                                              

Attorney to transfer said Security on the books of the within named Company,    
with full power of substitution in the premises.                                

Dated:______________________                                                    
                           NOTE:     The Signature to this assignment must
                                        correspond with the name as written upon
                                        the face of the within Security in every
                                 particular, without alteration or
                                     enlargement or any change whatsoever.

EX-20
4th “Page” of 9
TOC
1st
Previous
Next
↓Bottom
Just 4th
IF THE REGISTERED OWNER OF THIS SECURITY (AS INDICATED BELOW) IS THE  
DEPOSITORY TRUST COMPANY (THE "DEPOSITORY") OR A NOMINEE OF THE DEPOSITORY, THEN
THIS SECURITY IS A GLOBAL SECURITY AND THE FOLLOWING LEGENDS SHALL APPLY:       

    THIS SECURITY IS A BOOK-ENTRY SECURITY IN A GLOBAL FORM WITHIN THE MEANING
OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE   
DEPOSITORY OR A NOMINEE OF A DEPOSITORY.  THIS GLOBAL SECURITY IS EXCHANGEABLE  
FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR  
ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO
TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY 
THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY 
TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE         
DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN    
SUCH LIMITED CIRCUMSTANCES.                                                     

  UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY (55 WATER STREET, NEW YORK, NEW YORK) TO CARPENTER TECHNOLOGY        
CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND 
ANY SECURITY ISSUED UPON REGISTRATION OF, TRANSFER OF, OR IN EXCHANGE FOR, OR IN
LIEU OF, THIS SECURITY IS REGISTERED IN THE NAME OF CEDE & CO.  OR SUCH OTHER   
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY AND ANY     
PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF  
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED     
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.                               

REGISTERED NO.  FX-________________          CUSIP NO.:  14428T                 
                           PRINCIPAL AMOUNT:

CARPENTER TECHNOLOGY CORPORATION                

MEDIUM-TERM NOTE, SERIES B                
Due From 9 Months to 30 Years From Original Issue Date                
(Floating Rate)                 

ORIGINAL ISSUE PRICE:                                                           

ORIGINAL ISSUE DATE:                                                            

INITIAL INTEREST RATE:_________%                                                

INTEREST RATE BASIS:     (IF LIBOR, LIBOR REUTERS/LIBOR TELERATE)               

SPREAD (PLUS OR MINUS):                                                         

SPREAD MULTIPLIER:___________%                                                  

INTEREST PAYMENT DATES:                                                         

INTEREST DETERMINATION DATES:                                                   

INTEREST RESET DATES:                                                           

STATED MATURITY:                                                                

INDEX MATURITY:                                                                 

MAXIMUM INTEREST RATE:                                                          

MINIMUM INTEREST RATE:                                                          

REGULAR RECORD DATES:                                                           

REDEMPTION PRICE:                                                               

REDEMPTION COMMENCEMENT DATE:                                                   

HOLDER'S OPTIONAL REPAYMENT DATE(S):                                            

HOLDER'S OPTIONAL REPAYMENT PRICE:                                              

AMORTIZATION FORMULA:                                                           

AMORTIZATION PAYMENT DATE(S):                                                   

CALCULATION AGENT (if other than U.S. Bank Trust National Association):         

OTHER PROVISIONS:                                                               

  IF APPLICABLE, THE FOLLOWING WILL BE COMPLETED SOLELY FOR THE PURPOSE OF
APPLYING THE UNITED STATES FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID")   
RULES:                                                                          

TOTAL AMOUNT OF OID:                                                            

YIELD TO MATURITY:                                                              

INITIAL ACCRUAL PERIOD OID:                                                     
METHOD USED TO DETERMINE                                                        
YIELD FOR INITIAL ACCRUAL                                                       
PERIOD:                                                                         
_________ APPROXIMATE                                                           
_________ EXACT                                                                 

If applicable, the Redemption Price initially shall be ___% of the principal    
amount of this Security to be redeemed and shall decline at each anniversary of 
the Redemption Commencement Date by ___% of the principal amount to be redeemed 
until the Redemption Price is 100% of such principal amount, together with      
interest thereon to the date fixed for redemption.                              

Carpenter Technology Corporation, a corporation duly organized and    
existing under the laws of Delaware (herein called the "Company," which term    
includes any successor Person under the Indenture hereinafter referred to), for 
value received, hereby promises to pay to Cede & Co.,  or registered assigns,   
the principal sum of____________________________________ Dollars on             
_____________________________________, and to pay interest thereon from the     
Original Issue Date shown above or from the most recent Interest Payment Date   
(or, if the interest Reset Dates shown above are daily or weekly, from the day  
following the most recent Regular Record Date) to which interest has been paid  
or duly provided for on the Interest Payment Dates set forth above, and at      
Stated Maturity or upon earlier redemption or repayment, commencing on the first
Interest Payment Date next succeeding the Original Issue Date; provided,        
however, that if the Original Issue Date is after a Regular Record Date and     
before the Interest Payment Date following the next succeeding Regular Record   
Date, interest payments will commence on the Interest Payment Date following the
next succeeding Regular Record Date at a rate per annum determined in accordance
with the provisions on the reverse hereof, depending on the Interest Rate Basis 
specified above, until the principal hereof is paid or made available for       
payment.  The interest so payable, and punctually paid or duly provided for, on 
any Interest Payment Date will, as provided in such Indenture, be paid to the   
Person in whose name this Security (or one or more Predecessor Securities) is   
registered at the close of business on the Regular Record Date for such         
interest, which, unless otherwise indicated above, shall be the 15th calendar   
day (whether or not a Business Day) next preceding such Interest Payment Date;  
provided, however, that interest payable at Stated Maturity specified above or  
upon earlier redemption or repayment will be payable to the person to whom      
principal shall be payable.  Any such interest not so punctually paid or duly   
provided for will forthwith cease to be payable to the Holder on such Regular   
Record Date and may either be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of business on a 
Special Record Date for the payment of such Defaulted Interest to be set by the 
Trustee, notice whereof  shall be given to the Holders of Securities of this    
series not less than 10 days prior to such Special Record Date, or be paid at   
any time in any other lawful manner not inconsistent with the requirements of   
any securities exchange on which the Security may be listed, and upon such      
notice as may be required by such exchange, all as more fully provided in said  
Indenture.                                                                      

    Payment of the principal of (and premium, if any) and any such interest on
this Security will be made at the office or agency of the Company maintained for
that purpose in Reading, Pennsylvania of the United States of America as at the 
time of payment is legal tender for payment of public and private debts;        
provided, however, that, at the option of the Company, payment of interest may  
be made by check mailed to the address of the Person entitled thereto as such   
address shall appear in the Security Register.  The Company will, at all times, 
appoint and maintain a paying agent, initially the Trustee (the "Paying Agent"),
authorized by the Company, to pay the principal of, and premium, if any, or     
interest on, this Security on behalf of the Company to the person entitled      
thereto.                                                                        

 Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes    
have the same effect as if set forth at this place.                             

  Unless the Certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security    
shall not be entitled to any benefit under the Indenture or be valid or         
obligatory for any purpose.                                                     

EX-20
5th “Page” of 9
TOC
1st
Previous
Next
↓Bottom
Just 5th
     In Witness Whereof, the Company has caused this instrument to be duly
executed under a facsimile of its Corporate Seal.                               

Dated:                                                                          

                      CARPENTER TECHNOLOGY CORPORATION

By:       
     Name:
    Its:

Attest:                                                                         
Name:                                                           
Its:                                                            

CERTIFICATE OF AUTHENTICATION                 

THIS IS ONE OF THE SECURITIES DESCRIBED IN THE WITHIN MENTIONED INDENTURE.      

                          U.S. Bank Trust National Association

    as Trustee

By:       
                    Authorized Signatory

EX-20
6th “Page” of 9
TOC
1st
Previous
Next
↓Bottom
Just 6th
(Reverse of Security)                   

CARPENTER TECHNOLOGY CORPORATION                

MEDIUM-TERM NOTE, SERIES B                
Due From 9 Months To 30 Years From Original Issue Date                
(Floating Rate)                 

This Security is one of a duly authorized issue of securities of the  
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of January 12, 1994 (herein called the      
"Indenture"), between the Company and U.S. Bank Trust National Association, as  
successor Trustee (herein called the "Trustee", which term includes any         
successor trustee under the Indenture), and reference is hereby made to the     
Indenture for a statement of the respective rights, limitations of rights,      
duties and immunities thereunder of the Company, the Trustee and the Holders of 
the Securities and of the terms upon which the Securities are, and are to be,   
authenticated and delivered.  This Security is one of the Securities of the     
series designated on the face hereof.  The Securities of this series may be     
issued from time to time in an aggregate initial offering price of up to        
$198,000,000, may mature at different times, bear interest, if any, at different
rates, and be redeemable at different times or not at all.                      

    The interest rate payable on this Security will be calculated by reference
to the Interest Rate Basis specified on the face hereof (a) plus or minus the   
Spread, if any, and/or (b) multiplied by the Spread Multiplier, if any.  This   
Security may have either or both of the following: (A) the Maximum Interest Rate
Specified on the face hereof, which will be the maximum numerical interest rate 
limitation, or ceiling, on the rate of interest which may accrue during any     
interest period and (b) the Minimum Interest Rate specified on the face hereof, 
which will be the minimum numerical interest rate limitation, or floor, on the  
rate of interest which may accrue during any interest period.  The Interest Rate
Basis may be (a) the Commercial Paper Rate, (b) the Prime Rate, (c) LIBOR, (d)  
the Treasury Rate, (e) the CD Rate, (f) the CMT Rate, (g) the Federal Funds Rate
or (h) such other Interest Rate Basis as is set forth on the face hereof.  The  
"Index Maturity" is the period to maturity of the instrument or obligation from 
which the Interest Rate Basis is calculated.  Except as otherwise provided      
herein, all percentages resulting from any calculation will be rounded, if      
necessary, to the nearest one-hundred thousandth of a percentage point, (e.g.,  
9.876545% (or 0.09876545) being rounded to 9.87655% (or 0.0987655), and all     
dollar amounts used in or resulting from such calculation will be rounded to the
nearest cent (with one-half cent being rounded upwards).                        

  Interest will be payable, in the case of Securities which reset daily or
weekly, on the third Wednesday of March, June, September and December of each   
year; in the case of Securities which reset monthly, on the third Wednesday of  
each month or on the third Wednesday of March, June, September and December of  
each year (as specified on the face hereof); in the case of Securities which    
reset quarterly, on the third Wednesday of March, June, September, and December 
of each year; in the case of Securities which reset semi-annually, on the third 
Wednesday of the two months of each year specified on the face hereof; and in   
the case of Securities which reset annually, on the third Wednesday of the month
specified on the face hereof (each an "Interest Payment Date"); and in each     
case, at Stated Maturity or upon earlier redemption or repayment.               

    Payments of interest with respect to an Interest Payment Date will include
interest accrued to but excluding such Interest Payment Date; provided, however,
that if the Interest Reset Dates are daily or weekly, the interest payable,     
other than interest payable on the date on which principal is payable, will     
include interest accrued to but excluding the day following the immediately     
preceding Regular Record Date.  Accrued interest from the Original Issue Date or
from the last date to which interest has been paid is calculated by multiplying 
the face amount of this Security by an accrued interest factor, computed by     
adding the interest factor calculated for each day from such starting date to   
but excluding the date for which accrued interest is being calculated.  The     
interest factor (expressed as a decimal) for each such day is computed by       
dividing the interest rate (expressed as a decimal) applicable to such day by   
360 or, if the Interest Rate Basis specified on the face hereof is the Treasury 
Rate or CMT Rate, by the actual number of days in the year.                     

     The rate of interest on this Security will be reset daily, weekly, monthly,
quarterly, semiannually or annually (each an "Interest Reset Date"), as         
specified on the face hereof.  The Interest Reset Date will be, if this Security
resets daily, each Market Day, if this Security resets weekly (except where the 
specified Interest Rate Basis is the Treasury Rate), the Wednesday of each week,
or if the specified Interest Rate Basis is the Treasury Rate, the Tuesday of    
each week, if this Security resets monthly, the third Wednesday of each month,  
if this Security resets quarterly, the third Wednesday of March, June, September
and December, if this Security resets semi-annually, the third Wednesday of two 
months of each year, as specified on the face hereof, and if this Security      
resets annually, the third Wednesday of one month of the year, as specified on  
the face hereof, provided, however, that (i) the interest rate in effect from   
the Original Issue Date to the first Interest Payment Date will be the Initial  
Interest Rate specified on the face hereof, and (ii) the interest rate in effect
for the ten days immediately prior to Stated Maturity or, with respect to any   
portion of the principal amount hereof to be redeemed or repaid, the date of    
redemption or Repayment Date, will be that in effect on the tenth day preceding 
such Stated Maturity, date of redemption or Repayment Date, as the case may be. 
If any Interest Reset Date would otherwise be a day that is not a Market Day,   
the Interest Reset Date shall be postponed to the next day that is a Market Day,
except that if the specified interest Rate Basis is LIBOR and such Market Day is
in the next succeeding calendar month, such Interest Reset Date shall be the    
immediately preceding Market Day.                                               

   If any Interest Payment Date specified on the face hereof would otherwise
fall on a day that is not a Market Day, such Interest Payment Date shall be the 
next succeeding Market Day, or if the specified Interest Rate Basis is LIBOR    
(a "LIBOR Security"), and such succeeding Market Day falls in the next calendar 
month, such Interest Payment Date shall be the next preceding Market Day.       
"Market Day" means (a) with respect to any Security, other than a LIBOR         
Security, each Business Day and (b) with respect to any LIBOR Security, any such
Business Day on which dealings in deposits in U.S. dollars are transacted in the
London interbank market.  "Business Day" means each Monday, Tuesday, Wednesday, 
Thursday and Friday which is not a day on which banking institutions in the city
of New York, New York are authorized or obligated by law or executive order to  
close.  If Stated Maturity falls on a day that is not a Market Day, Stated      
Maturity shall be the next succeeding Market Day (or, in the case of a LIBOR    
Security, if such next succeeding Market Day is in the next calendar month, the 
next preceding Market Day).                                                     

     The Interest Determination Date pertaining to any Interest Reset Date for a
Security specifying the Commercial Paper Rate (the "Commercial Paper Interest   
Determination Date"), for a Security specifying the Prime Rate (the "Prime Rate 
Interest Determination Date"), for a LIBOR Security (the "LIBOR Interest        
Determination Date"), for a Security specifying the CD Rate (the "CD Rate       
Interest Determination Date"), for a Security specifying the CMT Rate (the "CMT 
Rate Interest Determination Date") and for a Security specifying the Federal    
Funds Rate (the "Federal Funds Interest Determination Date") will be the second 
Market Day preceding such Interest Reset Date.  The Interest Determination Date 
pertaining to an Interest Reset Date for a Security specifying the Treasury Rate
(the "Treasury Interest Determination Date") will be the day of the week in     
which such Interest Reset Date falls on which Treasury bills would normally be  
auctioned.  Treasury bills are usually sold at auction on Monday of each week,  
unless that day is a legal holiday, in which case the auction is usually held on
the following Tuesday, except that such auction may be held on the preceding    
Friday.  If, as the result of a legal holiday, an auction is so held on the     
preceding Friday, such Friday will be the Treasury Interest Determination Date  
pertaining to the Interest Reset Date occurring in the next succeeding week.    
If an auction date shall fall on any Interest Reset Date for a Treasury Rate    
Security, then such Interest Reset Date shall instead be the first Market Date  
immediately following such auction date.  Unless otherwise specified on the face
hereof, the Calculation Date, if applicable, pertaining to any Interest         
Determination Date, is the date by which the applicable interest rate is        
determined and is the earlier of (a) the tenth calendar day after such Interest 
Determination Date or, if any such day is not a Market Day, the next succeeding 
Market Date and (b) the Market Day preceding the applicable Interest Payment    
Date or date of Stated Maturity, as the case may be.                            

     Determination of Commercial Paper Rate.  If the Interest Rate Basis of this
Security is the Commercial Paper Rate, the interest rate with respect to any    
Interest Reset Date shall equal the Money Market Yield (calculated as described 
below) of the per annum rate (quoted on a bank discount basis) for the relevant 
Commercial Paper Interest Determination Date for commercial paper having the    
Index Maturity specified on the face hereof, as published by the Board of       
Governors of the Federal Reserve System in the "Statistical Release H.15(519),  
Selected Interest Rates" or any successor publication of the Board of Governors 
of the Federal Reserve System ("H.15 (519)") under the heading "Commercial      
Paper--Non Financial." In the event that such rate is not published prior to    
3:00 P.M., New York City time, on the relevant Calculation Date, then the       
Commercial Paper Rate shall be the Money Market Yield of the rate on such       
Commercial Paper Interest Determination Date for commercial paper of the        
specified Index Maturity as published by the Federal Reserve Bank of New York in
its daily statistical release, "Composite 3:30 P.M. Quotations for U.S.         
Government Securities" or any Successor Publication published by the Federal    
Reserve Bank of New York ("Composite Quotations") under the heading "Commercial 
Paper".  If by 3:00 P.M., New York City time, on such Calculation Date such rate
is not yet available in either H.15(519) or Composite Quotations, then the      
Commercial Paper Rate with respect to such Interest Reset Date shall be         
calculated by the Calculation Agent and shall be the Money Market Yield of the  
arithmetic mean of the offered per annum rates (quoted on a bank discount       
basis), as of 11:00 A.M., New York City time, on such Commercial Paper Interest 
Determination Date, of three leading dealers of commercial paper in The City of 
New York selected by the Calculation Agent for commercial paper of the Index    
Maturity specified on the face hereof placed for an industrial issuer whose bond
rating is "AA", or the equivalent, from a nationally recognized rating agency;  
provided, however, that, if fewer than three dealers selected as aforesaid by   
the Calculation Agent are quoting as mentioned above, the Commercial Paper Rate 
with respect to such Interest Reset Date will be the Commercial Paper Rate in   
effect on such Commercial Paper Interest Determination Date.                    

"Money Market Yield" shall be a yield (expressed as a percentage)     
calculated in accordance with the following formula:                            

"Money Market Yield =    360 x D        x 100     
             360 - (D x M)

where "D" refers to the per annum rate for commercial paper quoted on a bank    
discount basis and expressed as a decimal, and "M" refers to the actual number  
of days in the period from the Interest Reset Date to but excluding the day     
that numerically corresponds to such Interest Reset Date (or, if there is not   
any such numerically corresponding day,the last day) in the calendar month that 
is the number of months corresponding to the Index Maturity specified on theface
hereof after the month in which such Interest Reset Date falls.                 

   Determination of Prime Rate.  If the Interest Rate Basis of this Security
is the Prime Rate, the interest rate with respect to any Interest Reset Date    
shall equal, the rate set forth in H.15(519) for the relevant Prime Rate        
Interest Determination Date opposite the caption "Bank Prime Loan." If such rate
is not yet published by 9:00 A.M., New York City time, on the Calculation Date, 
the Prime Rate for such Prime Rate Interest Determination Date will be the      
arithmetic mean of the rates of interest publicly announced by each bank that   
appears on the display designated as page "USPRIME1" on the Reuters Monitor     
Money Rate Service (or such other page as may replace the USPRIME1 page on such 
service for the purpose of displaying prime rates of major United States banks) 
(the "Reuters Screen USPRIME1 Page") as such bank's prime rate or base lending  
rate as in effect for such Prime Rate Interest Determination Date as quoted on  
the Reuters Screen USPRIME1 Page on such Prime Rate Interest Determination Date,
or, if fewer than four such rates appear on the Reuters Screen USPRIME1 Page    
for such Interest Determination Date, the Prime Rate shall be the arithmetic    
mean of the rate announced as a prime or base rate for commercial loans quoted  
on the basis of the actual number of days in the year divided by a 360-day year 
as of the close of business on each Prime Rate Interest Determination Date by   
three major money center banks in The City of New York selected by the          
Calculation Agent from which quotations are requested.  If fewer than three     
quotations are provided, the Prime Rate will be determined as the arithmetic    
mean of the announced prime rates quoted in The City of New York on the         
relevant Prime Rate Interest Determination Date by three substitute banks or    
trust companies organized and doing business under the laws of the United       
States, or any state thereof, having total equity capital of at least U.S.      
$500,000,000 and being subject to supervision or examination by federal or state
authority, selected by the Calculation Agent to quote such rate or rates;       
provided, however, that, if the banks or trust companies selected as aforesaid  
by the Calculation Agent are not quoting as mentioned in this sentence, the     
Prime Rate with respect to such Prime Rate Interest Reset Date will be the Prime
Rate in effect on such Prime Rate Interest Determination Date.                  

 Determination of LIBOR.  If the Interest Rate Basis of this Security is
LIBOR, the interest rate with respect to any Interest Reset Date shall be       
determined by the Calculation Agent in accordance with the following provisions:

      (i)    LIBOR will be, as specified on the face hereof,
either (a) the arithmetic mean of the offered rates for deposits
in U.S. dollars having the Index Maturity specified on the face 
hereof, that appear on the Reuters Screen LIBO Page as of 11:00 
A.M., London time, on such LIBOR Interest Determination Date,   
if at least two such offered rates appear on the Reuters Screen 
 LIBO Page ("LIBOR Reuters"), or (b) the rate for deposits in U.S.
dollars having the Index Maturity specified on the face hereof, 
that appears on the Telerate Page 3750, as of 11:00 A.M., London
   time, on that LIBOR Interest Determination Date ("LIBOR Telerate").
"Reuters Screen LIBO Page" means the display designated as page 
"LIBO" on the Reuters Monitor Money Rates Service (or such other
 page as may replace the LIBO page on that service for the purpose
of displaying London interbank offered rates of major banks).   
"Telerate Page 3750" means the display designated as page "3750"
on the Telerate Service (or such other page as may replace the  
3750 page on that service or such other service or services as  
may be nominated by the British Bankers' Association for the    
purpose of displaying London interbank offered rates for U.S.   
 dollar deposits).  If neither LIBOR Reuters nor LIBOR Telerate is
  specified on the face hereof, LIBOR will be determined as if LIBOR
Telerate had been specified.  If fewer than two offered rates   
appear on the Reuters Screen LIBO Page, or if no rate appears on
the Telerate Page 3750, as applicable, LIBOR in respect of that 
LIBOR Interest Reset Date will be determined as if the parties  
had specified the rate described in (ii) below.                 

       (ii)       With respect to LIBOR Interest Determination
 Date on which fewer than two offered rates for the Index Maturity
specified on the face hereof appear on the Reuters Screen LIBO  
 Page as specified in (i)(a) above, or on which no rate appears on
Telerate Page 3750, as specified in (i)(b) above, as applicable,
   LIBOR will be determined on the basis of the rates at approximately
    11:00 A.M. London time, on such LIBOR Interest Determination Date at
   which deposits in U.S. dollars having such specified Index Maturity
 are offered to prime banks in the London interbank market by four
major banks in the London interbank market selected by the      
 Calculation Agent commencing on the second Market Day immediately
   following such LIBOR Interest Determination Date and in a principal
   amount equal to an amount not less than U.S. $1,000,000 that in the
Calculation Agent's judgment is representative for a single     
    transaction in such market at such time (a "Representative Amount").
 The Calculation Agent will request the principal London office of
   each of such banks to provide a quotation of its rate.  If at least
two such quotations are provided, LIBOR with respect to such    
   Interest Reset Date will be the arithmetic mean of such quotations.
If fewer than two quotations are provided, LIBOR with respect to
 such Interest Reset Date will be the arithmetic mean of the rates
     quoted at approximately 11:00 A.M., New York City time, on such LIBOR
   Interest Determination Date by three major banks in The City of New
  York, selected by the Calculation Agent, for loans in U.S. dollars
    to leading European banks having the Index Maturity specified on the
face hereof commencing on the Interest Reset Date and in a      
   Representative Amount; provided, however, that, if fewer than three
   banks selected as aforesaid by the Calculation Agent are quoting as
     mentioned in this sentence, LIBOR with respect to such Interest Reset
     Date will be the LIBOR in effect on such LIBOR Interest Determination
Date.                                                           

Determination of Treasury Rate.  If the Interest Rate Basis of this   
Security is the Treasury Rate, the interest rate with respect to any Interest   
Reset Date shall equal the rate for the auction on the relevant Treasury        
Interest Determination Date of direct obligations of the United States("Treasury
bills") having the Index Maturity specified on the face hereof as published in  
H.15(519) under the heading "U.S. Government Securities/Treasury Bills/Auction  
Average (Investment)" or, if not so published by 3:00 P.M., New York City time, 
on the relevant Calculation Date, the auction average rate (expressed as a bond 
equivalent, on the basis of a year of 365 or 366 days, as applicable, and       
applied on a daily basis) for such auction as otherwise announced by the United 
States Department of Treasury.  In the event that the results of such auction of
Treasury bills having the Index Maturity specified on the face hereof are not   
published or reported as provided above by 3:00 P.M., New York City time, on    
such Calculation Date, or, if no such auction is held during such week, then the
Treasury Rate shall be the rate set forth in H.15(519) for the relevant Treasury
Interest Determination Date for the specified Index Maturity under the heading  
"U.S. Government Securities/Treasury Bills/Secondary Market." If such rate is   
not so published by 3:00 P.M., New York City time, on the relevant Calculation  
Date, the Treasury Rate for such Interest Reset Date shall be calculated by the 
Calculation Agent and shall be a yield to maturity (expressed as a bond         
equivalent, on the basis of a year of 365 or 366 days, as applicable, and       
applied on a daily basis) of the arithmetic mean of the secondary market bid    
rates as of approximately 3:30 P.M., New York City time, on such Treasury       
Interest Determination Date of three leading primary United States government   
securities dealers in The City of New York selected by the Calculation Agent for
the issue of Treasury bills with a remaining maturity closest to the Index      
Maturity specified on the face hereof; provided, however, that, if fewer than   
three dealers selected as aforesaid by the Calculation Agent are quoting as     
mentioned in this sentence, the Treasury Rate with respect to such Interest     
Reset Date will be the Treasury Rate in effect on such Treasury Interest        
Determination Date.                                                             

   Determination of CD Rate.  If the Interest Rate Basis of this Security is
the CD Rate, the interest rate with respect to any Interest Reset Date shall    
equal the rate for the relevant CD Rate Interest Determination Date for         
negotiable certificates of deposit having the Index Maturity specified on the   
face hereof as published in H.15(519) under the heading "CDs (Secondary         
Market)." In the event that such rate is not published prior to 3:00 P.M., New  
York City time, on the relevant Calculation Date, then the CD Rate with respect 
to such Interest Reset Date shall be the rate on such CD Rate Interest          
Determination Date for negotiable certificates of deposit having the specified  
Index Maturity as published in the Composite Quotations under the heading       
"Certificates of Deposit." If by 3:00 P.M., New York City time, on such         
Calculation Date such rate is not published in either H.15(519) or Composite    
Quotations, the CD Rate with respect to such Interest Reset Date shall be       
calculated by the Calculation Agent and shall be the arithmetic mean of the     
secondary market offered rates as of 10:00 A.M., New York City time, on such CD 
Rate Interest Determination Date, of three leading nonbank dealers of negotiable
U.S. dollar certificates of deposit in The City of New York selected by the     
Calculation Agent for negotiable certificates of deposit of major United States 
money market banks with a remaining maturity closest to the Index Maturity      
specified on the face hereof in a denomination of $5,000,000; provided, however,
that, if fewer than three dealers selected as aforesaid by the Calculation Agent
are quoting as mentioned in this sentence, the CD rate with respect to such     
Interest Reset Date will be the CD Rate in effect on such CD Rate Interest      
Determination Date.                                                             

  Determination of Federal Funds Rate.  If the Interest Rate Basis of this
Security is the Federal Funds Rate, the interest rate with respect to any       
Interest Reset Date shall equal the rate on the relevant Federal Funds Interest 
Determination Date for Federal Funds as published in H.15(519) under the heading
"Federal Funds (Effective)." In the event that such rate is not published prior 
to 3:00 P.M., New York City time, on the relevant Calculation Date, then the    
Federal Funds Rate with respect to such Interest Reset Date will be the rate on 
such Federal Funds Interest Determination Date as published in Composite        
Quotations under the heading "Federal Funds/Effective Rate." If by 3:00 P.M.,   
New York City time, on such Calculation Date such rate is not published in      
either H.15(519) or Composite Quotations, the Federal Funds Rate with respect to
such Interest Reset Date shall be calculated by the Calculation Agent and shall 
be the arithmetic mean of the rates, as of 11:00 A.M., New York City time, on   
such Federal Funds Interest Determination Date for the last transaction of not  
less than $1,000,000 in overnight Federal Funds arranged by three leading       
brokers of Federal Funds transactions in The City of New York selected by the   
Calculation Agent; provided, however, that, if fewer than three brokers selected
as aforesaid by the Calculation Agent are quoting as mentioned in this sentence,
the Federal Funds Rate with respect to such Interest Reset Date will be the     
Federal Funds Rate in effect on such Federal Funds Interest Determination Date. 
Determination of CMT Rate.  If the Interest Rate Basis of this Security is the  
CMT Rate, the interest rate with respect to any Interest Reset Date shall equal 
the rate displayed on the Designated CMT Telerate Page under the caption        
". . . Treasury Constant Maturities . . . Federal Reserve Board Release         
H.15 . . . Mondays Approximately 3:45 P.M." or any successor caption, under the 
column for the Designated CMT Maturity Index for (i) if the Designated CMT      
Telerate Page is 7055, the rate on such CMT Rate Interest Determination Date and
(ii) if the Designated CMT Telerate Page is 7052, the weekly or monthly average,
as specified on the face hereof, for the week or the month, as applicable, ended
immediately preceding the week in which the related CMT Rate Interest           
Determination Date occurs.  In the event such rate is no longer displayed on the
relevant page or is not displayed by 3:00 P.M., New York City time, on the      
related Calculation Date, then the CMT Rate for such CMT Rate Interest          
Determination Date will be such Treasury Constant Maturity rate for the         
Designated CMT Maturity Index, as published in the relevant H.15(519) or any    
successor publication.  If such rate is no longer published or is not published 
by 3:00 P.M., New York City time, on the related Calculation Date, then the CMT 
Rate on such CMT Rate Interest Determination Date will be such Treasury Constant
Maturity rate for the Designated CMT Maturity Index (or other United States     
Treasury rate for the Designated CMT Maturity Index) for the CMT Rate Interest  
Determination Date with respect to such Interest Reset Date as may then be      
published by either the Board of Governors of the Federal Reserve System or the 
United States Department of the Treasury that the Calculation Agent determines  
to be comparable to the rate formerly displayed on the Designated CMT Telerate  
Page and published in the relevant H.15(519) or any successor publication.  If  
such information is not provided by 3:00 P.M., New York City time, on the       
related Calculation Date, then the CMT Rate for the CMT Rate Interest           
Determination Date will be calculated by the Calculation Agent and will be a    
yield to maturity, based on the arithmetic mean of the secondary market closing 
offer side prices as of approximately 3:30 P.M., New York City time, on the CMT 
Rate Interest Determination Date reported, according to their written records,  
by three leading primary United States government securities dealers (each, a   
"Reference Dealer") in The City of New York (which may include one or more of   
the Agents or their affiliates) selected by the Calculation Agent (from five    
such Reference Dealers selected by the Calculation Agent and eliminating the    
highest quotation (or, in the event of equality, one of the highest) and the    
lowest quotation (or, in the event of equality, one of the lowest)), for the    
most recently issued direct noncallable fixed rate obligations of the United    
States ("Treasury Notes") with an original maturity of approximately the        
Designated CMT Maturity Index and a remaining term to maturity of not less than 
such Designated CMT Maturity Index minus one year.  If the Calculation Agent is 
unable to obtain three such Treasury Note quotations, the CMT Rate for such CMT 
Rate Interest Determination Date will be calculated by the Calculation Agent and
will be a yield to maturity based on the arithmetic mean of the secondary market
offer side prices as of approximately 3:30 P.M., New York City time, on such CMT
Rate Interest Determination Date of three Reference Dealers in The City of New  
York (from five such Reference Dealers selected by the Calculation Agent and    
eliminating the highest quotation (or, in the event of equality, one of the     
highest) and the lowest quotation (or, in the event of equality, one of the     
lowest)), for Treasury Notes with an original maturity of the number of years   
that is the next highest to the Designated CMT Maturity Index and a remaining   
term to maturity closest to the Designated CMT Maturity Index and in an amount  
of at least U.S. $100 million.  If three or four (and not five) of such         
Reference Dealers are quoting as described above, then the CMT Rate will be     
based on the arithmetic mean of the offer prices obtained and neither the       
highest nor the lowest of such quotes will be eliminated; provided, however,    
that if fewer than three Reference Dealers selected by the Calculation Agent are
quoting as described herein, the CMT Rate determined as of such Interest        
Determination Date will be the CMT Rate in effect on such CMT Rate Interest     
Determination Date.  If two Treasury Notes with an original maturity as         
described in the third preceding sentence have remaining terms to maturity      
equally close to the Designated CMT Maturity Index, the quotes for the Treasury 
Note with the shorter remaining term to maturity will be used.                  

    "Designated CMT Telerate Page" means the display on the Dow Jones Telerate
Service, or any successor service, on the page specified on the face hereof (or 
any other page as may replace such page on that service for the purpose of      
displaying Treasury Constant Maturities as reported in H.15(519)), for the      
purpose of displaying Treasury Constant Maturities as reported in H.15(519). If 
no such page is specified on the face hereof, the Designated CMT Telerate Page  
shall be 7052 for the most recent week.                                         

  "Designated CMT Maturity Index" means the original period to maturity of
the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years)         
specified on the face hereof with respect to which the CMT Rate will be         
calculated.  If no such maturity is specified on the face hereof, the Designated
CMT Maturity Index shall be two years.                                          

     The Calculation Agent shall calculate the interest rate on this Security in
accordance with the foregoing on each Interest Determination Date or Calculation
Date as applicable.  The Calculation Agent's determination of any Interest Rate 
shall be final and binding in the absence of manifest error.  The interest rate 
on this Security will in no event be higher than the maximum rate permitted by  
applicable law.                                                                 

     The Calculation Agent will upon the request of the Holder of this Security,
provide to such Holder the interest rate hereon then in effect, and, if         
determined, the interest rate which will become effective on the next Interest  
Reset Date.                                                                     

 If a Redemption Commencement Date is specified on the face hereof, this
Security may be redeemed at the option of the Company as a whole, or from time  
to time in part, on any date on or after such Redemption Commencement Date and  
prior to maturity, upon mailing a notice of such redemption not less than 30 nor
more than 60 days prior to the date fixed for redemption to the Holders of      
Securities to be redeemed at their last registered addresses, all as further    
provided in the Indenture, at the Optional Redemption Prices, if any, specified 
on the face hereof (expressed in percentages of the principal amount) together  
in each case with accrued interest to the date fixed for redemption.  If less   
than all of the Notes with like tenor and terms are to be redeemed, the Notes to
be redeemed shall be selected not more than 60 days prior to the redemption date
by the Trustee by such method as the Trustee shall deem fair and appropriate.   

  If a Repayment Date or Repayment Dates are specified on the face hereof,
this Security will be repayable at the option of the Holder, in whole or from   
time to time in part, on such Repayment Date or Repayment Dates at the Repayment
Price specified on the face hereof, together with accrued interest thereon to   
the Repayment Date on which repayment is sought.  In order for this Security to 
be repaid, the Company must receive at the Corporate Trust Office of the Trustee
in the City of New York, New York, at least 30 days, but not more than 60 days, 
prior to the specified Repayment Date (i) the Security with the form below      
entitled "Option to Elect Repayment" duly completed or (ii) a facsimile         
transmission or letter from a member of a national securities exchange, the     
National Association of Securities Dealers, Inc. or a commercial bank or trust  
company in the United States of America, setting forth the name of the Holder of
the Security, the principal amount of the Security, the portion of the principal
amount of the Security to be repaid (which shall not be less than the minimum   
authorized denomination of this Security), the certificate number or a          
description of the tenor and terms of the Security, a statement that the option 
to elect repayment is being exercised thereby and a guarantee that this Security
with the form below entitled "Option to Elect Repayment" duly completed will be 
received by the Trustee not later than five Business Days after the date of such
facsimile transmission or letter.  If the procedure described in clause (ii) of 
the preceding sentence is followed, this Security with form duly completed must 
be received by the Trustee by such fifth Business Day.  Exercise of any         
repayment option by the Holder of any Security shall be irrevocable.  No        
transfer or exchange of any Security (or, in the event that any Security is to  
be repaid in part, such portion of the Security to be repaid) will be permitted 
after exercise of a repayment option.  The repayment option may be exercised by 
the Holder of a Security for less than the entire principal amount of the       
Security provided that the principal amount of the Security remaining           
outstanding after repayment, if any, is an authorized denomination.  The Trustee
will refer all questions as to the validity, eligibility (including time of     
receipt) and acceptance of any Security for repayment to the Company whose      
determination of such questions will be final and binding.                      

  In the event of redemption or repayment of this Security in part only, a
new Security or Securities of this series and of like tenor for the unredeemed  
portion hereof will be issued in the name of the Holder hereof upon the         
cancellation hereof.                                                            

    The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security or certain restrictive covenants and Events of    
Default with respect to this Security, in each case upon compliance with certain
conditions set forth in the Indenture.                                          

If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be  
declared due and payable in the manner and with the effect provided in the      
Indenture.  Notwithstanding anything herein to the contrary, if this Note is an 
Original Issue Discount Note as specified on the face hereof, the amount payable
in the event of redemption or repayment prior to the Stated Maturity hereof in  
lieu of the principal amount due at the Stated Maturity hereof shall be the     
Amortized Face Amount of this Security as of the Redemption Date or the date of 
repayment, as the case may be.  The "Amortized Face Amount" of this Security    
shall be the amount equal to (a) the Issue Price (as set forth on the face      
hereof) plus (b) that portion of the difference between the Issue Price and the 
Principal amount hereof that has accrued at the Yield to Maturity (as set forth 
on the face hereof) (computed in accordance with generally accepted United      
States bond yield computation principles) at the date as of which the Amortized 
Face Amount is calculated but in no event shall the Amortized Face Amount of    
this Security exceed its principal amount.                                      

 The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Company and the rights of the Holders of the Securities of each series to be    
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at   
the time Outstanding of each series to be affected.  The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount  
of the Securities of each series at the time Outstanding, on behalf of the      
Holders of all Securities of such series, to waive compliance by the Company    
with certain provisions of the Indenture and certain past defaults under the    
Indenture and their consequences.  Any such consent or waiver by the Holder of  
this Security shall be conclusive and binding upon such Holder and upon all     
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not     
notation of such consent or waiver is made upon this Security.                  

   As provided in and subject to the provisions of the Indenture, the Holder
of this security shall not have the right to institute any proceeding with      
respect to the Indenture or for the appointment of a receiver or trustee or for 
any other remedy thereunder, unless such Holder shall have previously given the 
the Trustee written notice of a continuing Event of Default with respect to the 
Securities of this series, the Holders of not less than 25% in principal amount 
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of     
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of   
Securities of this series at the time Outstanding a direction inconsistent with 
such request, and shall have failed to institute any such proceeding for 60 days
after receipt of such notice, request and offer of indemnity.  The foregoing    
shall not apply to any suit instituted by the Holder of this Security for the   
enforcement of payment of principal hereof or any premium or interest hereon on 
or after the respective due dates expressed herein.                             

   No reference herein to the Indenture and no provision of this Security or
of the Indenture shall affect or impair the obligation of the Company, which is 
absolute and unconditional, to pay the principal of and any premium and interest
on this Security at the times, place and rates, and in the coin or currency,    
herein prescribed.                                                              

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,   
upon surrender of this Security for registration of transfer at the office or   
agency of the Company in any place where the principal of and any premium and   
interest on this Security are payable, duly endorsed by, or accompanied by a    
written instrument of transfer in form satisfactory to the Company and the      
Security Registrar duly executed by, the Holder hereof or his attorney duly     
authorized in writing, and thereupon one or more new Securities of this series  
and of like tenor, of authorized denominations and for the same aggregate       
principal amount, will be issued to the designated transferee or transferees.   

    The Securities of this series are issuable only in registered form without
coupons in denominations of $100,000 and any integral multiple thereof.  As     
provided in the Indenture and subject to certain limitations therein set forth, 
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized        
denomination, as requested by the Holder surrendering the same.  Transfers or   
exchanges of Certificated Registered Securities may not be effected during the  
15-day period preceding the mailing of a notice of redemption.                  

  No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any  
tax or other governmental charge payable in connection therewith.               

     Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the  
Person in whose name this Security is registered as the owner hereof for all    
purposes, whether or not this Security be overdue and neither the Company, the  
Trustee nor any such agent Shall be affected by notice to the contrary.         

  All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.                            

 This Security shall be governed by and construed in accordance with the
laws of the State of New York without giving effect to the conflict of laws     
provisions thereof.                                                             

EX-20
7th “Page” of 9
TOC
1st
Previous
Next
↓Bottom
Just 7th
OPTION TO ELECT REPAYMENT     

   The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay the within Security (or the portion hereof specified below) pursuant to
its terms at a price equal to the Repayment Price specified on the face hereof, 
together with accrued interest to the Repayment Date, to the undersigned at     

(Please print or typewrite name and address of the undersigned)   

    If less than the entire principal amount of this Security is to be repaid,
specify the portion hereof which the Holder elects to have repaid and specify   
the denomination or denominations (which shall be in authorized denominations)  
of the Securities to be issued to the Holder for the portion of the within      
Security not being repaid (in the absence of any such specification, one such   
Security will be issued for the portion not being repaid):                      

Dated:                                                                          
                     (Signature)

                             Sign exactly as name appears on the front of this
                             Security [SIGNATURE GUARANTEED - required only if
                              Securities are to be issued and delivered to other
       than the registered holder]

                           Fill in for registration of Securities if to be
                           issued otherwise than to the registered holder:

Name:               
Address:            

                                              (Please print name and address
                                               including zip code)

    SOCIAL SECURITY OR OTHER
TAXPAYER ID NUMBER: 

EX-20
8th “Page” of 9
TOC
1st
Previous
Next
↓Bottom
Just 8th
ABBREVIATIONS                                                                   

The following abbreviations, when used in the inscription on the face of this   
Security, shall be construed as though they were written out in full according  
to applicable laws or regulations:                                              

TEN COM      - as tenants in common                                             

TEN ENT      - as tenants by the entireties                                     

JT TEN       - as joint tenant with right of survivorship and not as tenants in 
common                                          

UNIF GIFT MIN ACT   -    Custodian                                              
(Cust) (Minor)                                        
under Uniform Gifts to Minors Act                     

(State)                                               
            Additional abbreviations may be used though not in the above list.

EX-20
Last “Page” of 9
TOC
1st
Previous
Next
↓Bottom
Just 9th
      ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)   
unto                                                                            

(Please print or typewrite name and address, including postal zip code, of      
assignee)                                                                       

PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE    

the within Security of Carpenter Technology Corporation and hereby does         
irrevocably constitute and appoint                                              

Attorney to transfer said Security on the books of the within named Company,    
with full power of substitution in the premises.                                

Dated:                                                                          
                                  NOTE:  The signature to this assignment must
                                       correspond with the name as written
                                        upon the Face of the within Security
                                in every particular, without
                                    alteration or enlargement or any
                      change whatsoever.

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		4/15/98							424B3
For Period End:		3/31/98							10-Q,  424B3
		1/12/94		1		6			424B5
									List all Filings