Amendment No. 5 to Credit Agreement dated February 14, 2002



 EXHIBIT 4.12 
  
 [Conformed Copy] 
  
 AMENDMENT No. 5 TO THE CREDIT AGREEMENT, 
  
 dated as of February 14, 2002, 
  
 among 
  
 CARLISLE FINANCE (ICELAND) LTD. 
  
 as Borrower, 
  
 and 
  
 CERTAIN COMMERCIAL LENDING INSTITUTIONS, 
  
 as Lenders, 
  
 and 
  
 THE BANK OF NOVA SCOTIA 
  
 as Agent for the Lenders 







 AMENDMENT No. 5 TO THE CREDIT AGREEMENT 
  
 THIS AMENDMENT No. 5 TO THE CREDIT AGREEMENT, dated as of February 14, 2002 (this “Amendment”), among:

  
 (a) CARLISLE FINANCE (ICELAND) LTD., a company organized
under the law of Iceland (the “Borrower”), 
  
 (a) SCOTIABANK EUROPE PLC (“Scotiabank Europe”), 
  
 (c) BARCLAYS BANK PLC (“Barclays”), 
  
 (d) FIRST UNION NATIONAL BANK (“First Union” and, together with Scotiabank Europe and Barclays, collectively, the “Lenders” and, individually, a “Lender”), and

  
 (e) THE BANK OF NOVA SCOTIA, as agent and security trustee
(the “Agent”) for the Lenders, 
  
 W I T N E S S E
T H: 
  
 WHEREAS, the Borrower, Scotiabank Europe and the Agent
have heretofore entered into a certain Credit Agreement, dated as of March 30, 2000 (as amended and in effect from time to time, the “Credit Agreement”); and 
  
 WHEREAS, the Borrower, the Lenders and the Agent now desire to amend the Credit Agreement in certain respects, as
hereinafter provided; and 
  
 NOW, THEREFORE, the parties hereto
agree as follows: 
  
 ARTICLE I 
  
 DEFINITIONS 
  
 SECTION 1.1 Use of Defined Terms. Unless otherwise defined or the context otherwise requires, terms for which
meanings are provided in the Credit Agreement shall have such meanings when used in this Amendment. 







 ARTICLE II 
  
 AMENDMENTS 
  
 SECTION 2.1 Definition of Applicable Margin. The definition of “Applicable Margin” in Appendix A to the Credit Agreement shall be amended
in its entirety to read as follows: 
  
 “‘Applicable
Margin’ means 2.25% per annum.” 
  
 SECTION 2.2
Demonstration of Future Compliance. Article VIII of the Credit Agreement (Events of Default) shall be amended by adding the following new Section 8.1.14: 
  

“SECTION 8.1.14. Demonstration of Future Compliance. The Group Parent shall fail to present to each of the Lenders, on or prior to March
22, 2002, its written plan (in detail reasonably satisfactory to the Lenders), together with supporting financial projections (in detail reasonably satisfactory to the Lenders), demonstrating the ability of the Group Parent to comply with all of the
financial covenants set forth in the Group Parent Guaranty from and after a date satisfactory to the Lenders.” 
  
 SECTION 2.3 Prohibition on Acquisitions. Article VIII of the Credit Agreement (Events of Default) shall be amended by adding the following new
Section 8.1.15: 
  
 “SECTION 8.1.15. Acquisitions.
The Group Parent or any of its Subsidiaries shall consummate any Majority Interest Acquisition or any Minority Interest Acquisition.” 
  
 ARTICLE III 
  
 CONDITIONS PRECEDENT 
  
 SECTION 3.1 Conditions to Effectiveness. The effectiveness of this Amendment shall be subject to the prior or concurrent satisfaction of each of the conditions precedent set forth in this Section 3.1. 
  
 SECTION 3.1.1. Waiver under the Group Parent Guaranty. The Group
Parent and the Agent shall have entered into a waiver under the Group Parent Guaranty in substantially the form of Exhibit A hereto. 
  
 SECTION 3.1.2. Amendment to the U.S. Loan Agreement. The Borrower and the U.S. Parent shall have entered into an Amendment to the U.S. Loan
Agreement in substantially the form of Exhibit B hereto. 
  
 SECTION 3.1.6. Compliance with Warranties, No Default, etc. Both before and after giving effect to this Amendment the following statements shall be true and correct: 
  

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 (a) the representations and warranties set forth in Article VI of the Credit Agreement (excluding,
however, those contained in Section 6.7) shall be true and correct with the same effect as if then made (unless stated to relate solely to an early date, in which case such representations and warranties shall be true and correct as of such earlier
date); 
  
 (b) except as disclosed by the Borrower to the Agent
and the Lenders pursuant to Section 6.7 of the Credit Agreement 
  
 (i) no litigation, action, proceeding, arbitration or governmental investigation shall be pending or, to the knowledge of the Borrower, threatened against the Borrower or any of the Subsidiary Guarantors which might materially adversely
affect the Borrower’s consolidated financial condition, operations, assets, business, revenues, properties or prospects or which purports to affect the legality, validity or enforceability of this Agreement, or any other Loan Document;

  
 (ii) no development shall have occurred in any labor
controversy, litigation, arbitration or governmental investigation or proceeding disclosed pursuant to Section 6.7 of the Credit Agreement which might materially adversely affect the Borrower’s consolidated financial condition, operations,
assets, business, revenues, properties or prospects; and 
  
 (c)
no Default shall have then occurred and be continuing, and none of the Borrower, any other Group Company, or any of their respective Subsidiaries is in material violation of any law or governmental regulation or court order or decree. 
  
 SECTION 3.1.7. Satisfactory Legal Form. All documents executed or
submitted pursuant hereto by or on behalf of the Borrower or any of its Subsidiaries or any other Group Company shall be in satisfactory form and substance to the Agent and its counsel; and the Agent and its counsel shall have received all
information, approvals, opinions, documents or instruments as the Agent or its counsel may have reasonably requested. 
  
 ARTICLE IV 
  
 REPRESENTATIONS AND WARRANTIES 
  
 In order to induce the Lenders and the Agent to enter into this Amendment, the Borrower hereby reaffirms, as of the date hereof (unless stated to relate solely to an early date, in which case such representations and
warranties shall be true and correct as of such earlier date), its representations and warranties contained in Article VI of the Credit Agreement (except those contained in Section 6.7) and additionally represents and warrants unto the Agent and
each Lender as set forth in this Article IV. 
  
 SECTION 4.1
Due Authorization, Non-Contravention, etc. The execution, delivery and performance by the Borrower of this Amendment and each other Loan Document executed or to 
  

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 be executed by it in connection with this Amendment, and the execution, delivery and performance by each other Group
Company of each Loan Document executed or to be executed by it in connection with this Amendment are within the Borrower’s and each such Group Company’s corporate powers, have been duly authorized by all necessary corporate action, and do
not 
  
 (a) contravene the Borrower’s or any such Group
Company’s Organic Documents; 
  
 (b) contravene any
contractual restriction, law or governmental regulation or court decree or order binding on or affecting the Borrower or any such Group Company; or 
  
 (c) result in, or require the creation or imposition of, any Lien on any of the Group Company’s properties (other than Liens in favor of the Agent
for the benefit of the Lenders). 
  
 SECTION 4.2 Governmental
Approval, Regulation, etc. No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or other Person is required for the due execution, delivery or performance by the Borrower
or any other Group Company of this Amendment or any other Loan Document to be executed by it in connection with this Amendment. 
  
 SECTION 4.3 Validity, etc. This Amendment constitutes, and each other Loan Document executed by the Borrower in connection with this Amendment
will, on the due execution and delivery thereof, constitute, the legal, valid and binding obligations of the Borrower enforceable in accordance with their respective terms; and each Loan Document executed pursuant hereto by each other Group Company
will, on the due execution and delivery thereof by such Group Company, be the legal, valid and binding obligation of such Group Company enforceable in accordance with its terms. 
  
 ARTICLE V 
  
 MISCELLANEOUS PROVISIONS 
  
 SECTION 5.1 Ratification of and References to the Credit Agreement. This Amendment shall be deemed to be an amendment to the Credit Agreement, and
the Credit Agreement, as amended hereby, is hereby ratified, approved and confirmed in each and every respect. All references to the Credit Agreement in any other document, instrument, agreement or writing shall hereafter be deemed to refer to the
Credit Agreement as amended hereby. 
  
 SECTION 5.2 Headings.
The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or any provisions hereof. 
  

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 SECTION 5.3 Execution in Counterparts, Effectiveness, etc. This Amendment may be executed by the
parties hereto in several counterparts, each of which shall be executed by the Borrower and the Agent and be deemed to be an original and all of which shall constitute together but one and the same agreement. This Amendment shall become effective
when counterparts hereof executed on behalf of the Borrower and each of the Lenders (or notice thereof satisfactory to the Agent) shall have been received by the Agent and notice thereof shall have been given by the Agent to the Borrower and each
Lender. 
  
 SECTION 5.4 Governing Law; Entire Agreement.
THIS AMENDMENT AND EACH OTHER LOAN DOCUMENT EXECUTED IN CONNECTION HEREWITH SHALL EACH BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK. This Amendment and the other Loan Documents
constitute the entire understanding among the parties hereto with respect to the subject matter hereof and supersede any prior agreements, written or oral, with respect thereto. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective
officers thereunto duly authorized as of the day and year first above written. 
  

	CARLISLE FINANCE (ICELAND) LTD.
					
	By	 	 /s/ Bjarnfredur Olafsson

	 	 	 	 	 	 /s/ Bernhard A. Petersen


	 	 	 Name: Bjarnfredur Olafsson
	 	 	 	 	 	 Bernhard A. Petersen

	 	 	 Title:   Director
	 	 	 	 	 	 Director

			
	SCOTIABANK EUROPE PLC	 	 	 	 
					
	 By
	 	 /s/ Peter D. Girling

	 	 	 	 	 	 
	 	 	 Name: Peter D. Girling
	 	 	 	 	 	 
	 	 	 Title: Director
	 	 	 	 	 	 
			
	BARCLAYS BANK PLC	 	 	 	 
					
	 By
	 	 /s/ Paul Christmas

	 	 	 	 	 	 
	 	 	 Name: Paul Christmas
	 	 	 	 	 	 
	 	 	 Title: Corporate Banking Director
	 	 	 	 	 	 
			
	FIRST UNION NATIONAL BANK	 	 	 	 
					
	 By
	 	 /s/ J. Andrew Phelps

	 	 	 	 	 	 
	 	 	 Name: J. Andrew Phelps
	 	 	 	 	 	 
	 	 	 Title: Vice President
	 	 	 	 	 	 
			
	 THE BANK OF NOVA SCOTIA,
     as Agent and Security Trustee
	 	 	 	 
					
	 By
	 	 /s/ J.R. Heeds

	 	 	 	 	 	 
	 	 	 Name: J.R. Heeds
	 	 	 	 	 	 
	 	 	 Title: Managing Director
	 	 	 	 	 	 


  

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 EXHIBIT A 
  
 WAIVER UNDER THE GROUP PARENT GUARANTY 
  
 This WAIVER UNDER THE GROUP PARENT GUARANTY, dated as of December 31, 2001 (this “Waiver”), among: 
  
 (a) CARLISLE HOLDINGS LIMITED (the “Group Parent”), and

  
 (b) THE BANK OF NOVA SCOTIA, as agent and security trustee
(in such capacity, together with its successors such capacity, the “Agent”), 
  
 W I T N E S S E T H: 
  
 WHEREAS,
each of the parties hereto is party to a Group Parent Guaranty, dated as of March 30, 2000 (as amended and in effect from time to time, the “Group Parent Guaranty”); and 
  
 WHEREAS, the Agent wishes to waive certain provisions of the Group Parent Guaranty, as hereinafter provided; and 

 
 NOW, THEREFORE, the parties hereto agree as follows: 
  
 ARTICLE I 
  
 DEFINITIONS 
  
 SECTION 1.1 Use of Defined Terms. Unless otherwise defined or the context otherwise requires, terms for which meanings are provided in the Credit
Agreement shall have such meanings when used in this Waiver. 
  
 ARTICLE II 
  
 WAIVER 
  
 SECTION 2.1 Leverage Ratio. The Agent hereby waives compliance by the
Group Parent with its obligations under Section 4.2.4 of the Group Parent Guaranty (Leverage Ratio) for the Fiscal Quarter ended on December 31, 2001. This waiver is a limited waiver and shall apply only to the specific provision of the Group Parent
Guaranty set forth in this Section 2.1 and only for determination of compliance with said provision as at the date specified in this Section 
  

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 2.1, and shall not apply to any other provision of the Group Parent Guaranty or to any other date or period of time.

  
 ARTICLE III 
  
 MISCELLANEOUS PROVISIONS 
  
 SECTION 3.1 Ratification of and References to the Group Parent
Guaranty. The Group Parent Guaranty, as modified hereby, is hereby ratified, approved and confirmed in each and every respect. All references to the Group Parent Guaranty in any other document, instrument, agreement or writing shall hereafter be
deemed to refer to the Group Parent Guaranty as modified hereby. 
  
 SECTION 3.2 Headings. The various headings of this Waiver are inserted for convenience only and shall not affect the meaning or interpretation of this Waiver or any provisions hereof. 
  
 SECTION 3.3 Execution in Counterparts, Effectiveness, etc. This Waiver
may be executed by the parties hereto in several counterparts, each of which shall be executed by the parties hereto and be deemed to be an original and all of which shall constitute together but one and the same agreement. This Waiver shall become
effective when counterparts hereof executed on behalf of the parties hereto (or notice thereof satisfactory to the Agent) shall have been received by the Agent and notice thereof shall have been given by the Agent to the Borrower and each Lender.

  
 SECTION 3.4 Governing Law; Entire Agreement. THIS
WAIVER AND EACH OTHER LOAN DOCUMENT EXECUTED IN CONNECTION HEREWITH SHALL EACH BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK. This Waiver and the other Loan Documents constitute the entire
understanding among the parties hereto with respect to the subject matter hereof and supersede any prior agreements, written or oral, with respect thereto. 
  

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 WITNESS WHEREOF, the parties hereto have caused this Waiver to be executed by their respective officers
thereunto duly authorized as of the day and year first above written. 
  

	CARLISLE HOLDINGS LIMITED
		
	 By
  
	 	

	 	 	 Name:

	 	 	 Title:



  

	
	 THE BANK OF NOVA SCOTIA,
     as Agent and Security Trustee

		
	 By
  
	 	

	 	 	 Name:
 Title:



  

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 EXHIBIT B 
  
 [Form of Amendment No. 5 to U.S. Loan Agreement] 
  
 AMENDMENT NO. 5, dated as of February 14, 2002 (this “Amendment”) between: 
  
 (a) CARLISLE FINANCE (ICELAND) LIMITED, a corporation organized under the law of the Republic of Iceland (“Carlisle
Finance”); and 
  
 (b) ONESOURCE HOLDINGS, INC., a
Delaware corporation (“OneSource”). 
  
 W I T N E
S S E T H 
  
 WHEREAS, Carlisle Finance (as successor to Carlisle
Finance S.A.) and OneSource have heretofore entered into a certain Loan Agreement, dated as of March 30, 2000 (as amended and in effect from time to time, the “Loan Agreement”); and 
  
 WHEREAS, Carlisle Finance and OneSource now desire to amend the Loan
Agreement as hereinafter provided. 
  
 NOW, THEREFORE, the parties
hereto agree as follows: 
  
 ARTICLE I 
  
 AMENDMENTS 
  
 Section 1.1 Applicable Margin. The table in the definition of “Applicable Usage Margin” in Section 1.2 of
the Loan Agreement shall be amended as follows: 
  

	 “Facility Usage

	  	Applicable Usage Margin

	 
	 Less than or equal to 50%
	  	2.00	%
	 Greater than 50% and less than or equal to 75%
	  	2.25	%
	 Greater than 75%
	  	2.50	%”

  

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 ARTICLE II 
  
 MISCELLANEOUS 
  
 Section 2.2 Ratification of and References to the Loan Agreement. This Amendment shall be deemed to be an amendment to the Loan Agreement, and the
Loan Agreement, as amended hereby, is hereby ratified, approved and confirmed in each and every respect. all references to the Loan Agreement in any other document, instrument, agreement or writing shall hereafter be deemed to refer to the Loan
Agreement as amended hereby. 
  
 Section 2.3 Headings. The
various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or any provisions hereof. 
  
 Section 2.4 Execution in Counterparts, Effectiveness, etc. This Amendment may be executed by the parties hereto in
several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. This Amendment shall become effective when counterparts hereof are executed on behalf of Carlisle
Finance and OneSource. 
  

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 IN WITNESS HEREOF, the parties hereto have caused this Amendment to be executed by their respective
officers thereunto duly authorized as of the day and year first above written. 
  

	 CARLISLE FINANCE (ICELAND) LIMITED

		
	 By:
	 	 
	 	 	 Name:

	 	 	 Title:



  

	 ONESOURCE HOLDINGS, INC.

		
	 By:
	 	 
	 	 	 Name:

	 	 	 Title:



  

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