Exhibit
10.1




 





$400,000,000


SECOND AMENDED AND
RESTATED CREDIT AGREEMENT


dated as of


12 July 2007


among


CARLISLE COMPANIES
INCORPORATED


and


CARLISLE MANAGEMENT
COMPANY,


as co-borrowers


The Banks Listed
Herein


BANK
OF AMERICA, N.A., 

SUNTRUST BANK,

BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY, 

CITICORP NORTH AMERICA, INC.


and

MIZUHO CORPORATE BANK (USA),

as co-documentation agents,


WACHOVIA BANK, N.A.,


as syndication
agent,


and





JPMorgan Chase Bank, N.A.


as Administrative
Agent


J.P. Morgan Securities,
Inc. and Wachovia Capital Markets, LLC


as Joint Lead
Arrangers and Joint Bookrunners




 



















TABLE OF CONTENTS


	
  ARTICLE 1 

  	
  DEFINITIONS

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 1.01.
  Definitions

  	
   

  	
  2

  
	
   

  	
   

  	
  SECTION 1.02.
  Accounting Terms and Determinations

  	
   

  	
  13

  
	
   

  	
   

  	
  SECTION 1.03.
  Types of Borrowings

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 2 

  	
  THE CREDITS

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 2.01.
  Commitments to Lend

  	
   

  	
  14

  
	
   

  	
   

  	
  SECTION 2.02.
  Notice of Committed Borrowing

  	
   

  	
  14

  
	
   

  	
   

  	
  SECTION 2.03.
  Money Market Borrowings

  	
   

  	
  14

  
	
   

  	
   

  	
  (a)

  	
  The Money Market Option

  	
   

  	
  14

  
	
   

  	
   

  	
  (b)

  	
  Money Market Quote Request

  	
   

  	
  14

  
	
   

  	
   

  	
  (c)

  	
  Invitation for Money Market Quotes

  	
   

  	
  15

  
	
   

  	
   

  	
  (d)

  	
  Submission and Contents of Money Market Quotes

  	
   

  	
  15

  
	
   

  	
   

  	
  (e)

  	
  Notice to Carlisle

  	
   

  	
  16

  
	
   

  	
   

  	
  (f)

  	
  Acceptance and Notice by Co-Borrowers

  	
   

  	
  16

  
	
   

  	
   

  	
  (g)

  	
  Allocation by Administrative Agent

  	
   

  	
  17

  
	
   

  	
   

  	
  SECTION 2.04.
  Notice to Banks: Funding of Loans

  	
   

  	
  17

  
	
   

  	
   

  	
  SECTION 2.05.
  Swingline Borrowings

  	
   

  	
  18

  
	
   

  	
   

  	
  SECTION 2.06.
  Repayment of Loans; Evidence of Debt

  	
   

  	
  19

  
	
   

  	
   

  	
  SECTION 2.07.
  Maturity of Loans

  	
   

  	
  19

  
	
   

  	
   

  	
  SECTION 2.08.
  Interest Rates

  	
   

  	
  20

  
	
   

  	
   

  	
  SECTION 2.09.
  Fees

  	
   

  	
  22

  
	
   

  	
   

  	
  SECTION 2.10.
  Optional Termination or Reduction of Commitments

  	
   

  	
  23

  
	
   

  	
   

  	
  SECTION 2.11.
  Mandatory Termination of Commitments

  	
   

  	
  23

  
	
   

  	
   

  	
  SECTION 2.12.
  Optional Prepayments

  	
   

  	
  23

  
	
   

  	
   

  	
  SECTION 2.13.
  General Provisions as to Payments

  	
   

  	
  24

  
	
   

  	
   

  	
  SECTION 2.14.
  Funding Losses

  	
   

  	
  24

  
	
   

  	
   

  	
  SECTION 2.15.
  Computation of Interest and Fees

  	
   

  	
  25

  
	
   

  	
   

  	
  SECTION 2.16.
  Method of Electing Interest Rates

  	
   

  	
  25

  
	
   

  	
   

  	
  SECTION 2.17.
  Letters of Credit

  	
   

  	
  26

  
	
   

  	
   

  	
  (a)

  	
  General

  	
   

  	
  26

  
	
   

  	
   

  	
  (b)

  	
  Notice of Issuance, Amendment, Renewal, Extension;
  Certain Conditions

  	
   

  	
  26

  
	
   

  	
   

  	
  (c)

  	
  Expiration Date

  	
   

  	
  27

  
	
   

  	
   

  	
  (d)

  	
  Participations

  	
   

  	
  27

  
	
   

  	
   

  	
  (e)

  	
  Reimbursement

  	
   

  	
  27

  
	
   

  	
   

  	
  (f)

  	
  Obligations Absolute

  	
   

  	
  28

  
	
   

  	
   

  	
  (g)

  	
  Disbursement Procedures

  	
   

  	
  28

  
	
   

  	
   

  	
  (h)

  	
  Interim Interest

  	
   

  	
  28

  
	
   

  	
   

  	
  (i)

  	
  Replacement of an Issuing Bank

  	
   

  	
  29

  
	
   

  	
   

  	
  (j)

  	
  Cash Collateralization

  	
   

  	
  29

  
	
   

  	
   

  	
  SECTION 2.18.
  Increase of Commitments

  	
   

  	
  29

  
	
   

  	
   

  	
  SECTION 2.19.
  Carlisle As Agent for CMC

  	
   

  	
  30

  
	
   

  	
   

  	
  SECTION 2.20.
  Co-Borrowers’ Acknowledgment of Benefit and Liability

  	
   

  	
  30

  
	
   

  	
   

  	
  SECTION 2.21.
  Limitation of CMC Liability

  	
   

  	
  31

  
	
   

  	
   

  	
  SECTION 2.22.
  Contribution; Subrogation

  	
   

  	
  31

  
	
   

  	
   

  	
  SECTION 2.23.
  Joint and Several Obligations Absolute

  	
   

  	
  32

  
	
   

  	
   

  	
  SECTION 2.24.
  Subordination

  	
   

  	
  32

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 3 

  	
  CONDITIONS

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 3.01.
  Closing

  	
   

  	
  33

  
							



 



 i
 









 


	
  

  	
   

  	
  SECTION 3.02.
  Borrowings

  	
   

  	
  34

  
	
   

  	
   

  	
  SECTION 3.03.
  Effective Date Advances and Adjustments

  	
   

  	
  34

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 4 

  	
  REPRESENTATIONS AND WARRANTIES

  	
   

  	
  35

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 4.01.
  Corporate Existence and Power

  	
   

  	
  35

  
	
   

  	
   

  	
  SECTION 4.02.
  Corporate and Governmental Authorization; No Contravention

  	
   

  	
  35

  
	
   

  	
   

  	
  SECTION 4.03.
  Binding Effect

  	
   

  	
  35

  
	
   

  	
   

  	
  SECTION 4.04.
  Financial Information

  	
   

  	
  35

  
	
   

  	
   

  	
  SECTION 4.05.
  Litigation

  	
   

  	
  35

  
	
   

  	
   

  	
  SECTION 4.06. Compliance
  with ERISA

  	
   

  	
  35

  
	
   

  	
   

  	
  SECTION 4.07.
  Environmental Matters

  	
   

  	
  36

  
	
   

  	
   

  	
  SECTION 4.08.
  Taxes

  	
   

  	
  36

  
	
   

  	
   

  	
  SECTION 4.09.
  Subsidiaries

  	
   

  	
  36

  
	
   

  	
   

  	
  SECTION 4.10. No
  Regulatory Restrictions on Borrowing

  	
   

  	
  36

  
	
   

  	
   

  	
  SECTION 4.11.
  Full Disclosure

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 5 

  	
  COVENANTS

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 5.01.
  Information

  	
   

  	
  37

  
	
   

  	
   

  	
  SECTION 5.02.
  Payment of Obligations

  	
   

  	
  38

  
	
   

  	
   

  	
  SECTION 5.03.
  Maintenance of Property; Insurance

  	
   

  	
  38

  
	
   

  	
   

  	
  SECTION 5.04.
  Conduct of Business and Maintenance of Existence

  	
   

  	
  38

  
	
   

  	
   

  	
  SECTION 5.05.
  Compliance with Laws

  	
   

  	
  39

  
	
   

  	
   

  	
  SECTION 5.06.
  Inspection of Property, Books and Records

  	
   

  	
  39

  
	
   

  	
   

  	
  SECTION 5.07.
  Mergers and Sales of Assets

  	
   

  	
  39

  
	
   

  	
   

  	
  SECTION 5.08.
  Use of Proceeds

  	
   

  	
  39

  
	
   

  	
   

  	
  SECTION 5.09.
  Negative Pledge

  	
   

  	
  39

  
	
   

  	
   

  	
  SECTION 5.10.
  Subsidiary Debt Limitation

  	
   

  	
  40

  
	
   

  	
   

  	
  SECTION 5.11.
  Leverage Ratio

  	
   

  	
  40

  
	
   

  	
   

  	
  SECTION 5.12.
  Minimum Consolidated Net Worth

  	
   

  	
  41

  
	
   

  	
   

  	
  SECTION 5.13.
  Transactions with Affiliates

  	
   

  	
  41

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 6 

  	
  DEFAULTS

  	
   

  	
  41

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 6.01.
  Events of Default

  	
   

  	
  41

  
	
   

  	
   

  	
  SECTION 6.02.
  Notice of Default

  	
   

  	
  43

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 7 

  	
  THE AGENT

  	
   

  	
  43

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 7.01.
  Appointment and Authorization

  	
   

  	
  43

  
	
   

  	
   

  	
  SECTION 7.02.
  Administrative Agent and Affiliates

  	
   

  	
  43

  
	
   

  	
   

  	
  SECTION 7.03.
  Action by Administrative Agent

  	
   

  	
  43

  
	
   

  	
   

  	
  SECTION 7.04.
  Consultation with Experts

  	
   

  	
  43

  
	
   

  	
   

  	
  SECTION 7.05.
  Liability of Administrative Agent

  	
   

  	
  43

  
	
   

  	
   

  	
  SECTION 7.06.
  Indemnification

  	
   

  	
  44

  
	
   

  	
   

  	
  SECTION 7.07.
  Credit Decision

  	
   

  	
  44

  
	
   

  	
   

  	
  SECTION 7.08.
  Successor Administrative Agent

  	
   

  	
  44

  
	
   

  	
   

  	
  SECTION 7.09.
  Agent’s Fees

  	
   

  	
  45

  
	
   

  	
   

  	
  SECTION 7.10. No
  Additional Duties of other Agents

  	
   

  	
  45

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 8 

  	
  CHANGE IN CIRCUMSTANCES

  	
   

  	
  45

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 8.01.
  Basis for Determining Interest Rate Inadequate or Unfair

  	
   

  	
  45

  
	
   

  	
   

  	
  SECTION 8.02.
  Illegality

  	
   

  	
  45

  
	
   

  	
   

  	
  SECTION 8.03.
  Increased Cost and Reduced Return

  	
   

  	
  46

  
	
   

  	
   

  	
  SECTION 8.04.
  Taxes

  	
   

  	
  47

  
	
   

  	
   

  	
  SECTION 8.05.
  Base Rate Loans Substituted for Affected Fixed Rate Loans

  	
   

  	
  48

  



 



 ii
 









 


	
  

  	
   

  	
  SECTION 8.06.
  Substitution of Bank

  	
   

  	
  48

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 9 

  	
  MISCELLANEOUS

  	
   

  	
  49

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 9.01.
  Notices

  	
   

  	
  49

  
	
   

  	
   

  	
  SECTION 9.02. No
  Waivers

  	
   

  	
  49

  
	
   

  	
   

  	
  SECTION 9.03.
  Expenses; Indemnification

  	
   

  	
  49

  
	
   

  	
   

  	
  SECTION 9.04.
  Sharing of Set–offs

  	
   

  	
  50

  
	
   

  	
   

  	
  SECTION 9.05.
  Amendments and Waivers

  	
   

  	
  50

  
	
   

  	
   

  	
  SECTION 9.06.
  Successors and Assigns

  	
   

  	
  51

  
	
   

  	
   

  	
  SECTION 9.07.
  Collateral

  	
   

  	
  53

  
	
   

  	
   

  	
  SECTION 9.08.
  Governing Law; Submission to Jurisdiction

  	
   

  	
  53

  
	
   

  	
   

  	
  SECTION 9.09.
  Counterparts; Integration; Effectiveness; Amendment and Restatement

  	
   

  	
  53

  
	
   

  	
   

  	
  SECTION 9.10.
  Severability

  	
   

  	
  54

  
	
   

  	
   

  	
  SECTION 9.11.
  Headings

  	
   

  	
  54

  
	
   

  	
   

  	
  SECTION 9.12.
  Limitation of Liability

  	
   

  	
  54

  
	
   

  	
   

  	
  SECTION 9.13.
  Construction

  	
   

  	
  54

  
	
   

  	
   

  	
  SECTION 9.14.
  Independence of Covenants

  	
   

  	
  54

  
	
   

  	
   

  	
  SECTION 9.15.
  WAIVER OF JURY TRIAL

  	
   

  	
  54

  
	
   

  	
   

  	
  SECTION 9.16.
  Confidentiality

  	
   

  	
  54

  
	
   

  	
   

  	
  SECTION 9.17.
  USA PATRIOT Act

  	
   

  	
  56

  



 



 iii















INDEX OF
EXHIBITS AND SCHEDULES


	
  SCHEDULE 1.01

  	
   

  	
  –

  	
   

  	
  Commitments

  
	
  SCHEDULE 1.01(a)

  	
   

  	
  –

  	
   

  	
  Pricing Schedule

  
	
  SCHEDULE 1.01(b)

  	
   

  	
  –

  	
   

  	
  Existing Letters of Credit

  
	
  SCHEDULE 4.09

  	
   

  	
  –

  	
   

  	
  Material Subsidiaries

  



 


	
  EXHIBIT A

  	
   

  	
  –

  	
   

  	
  Form of Note

  
	
  EXHIBIT B

  	
   

  	
  –

  	
   

  	
  Form of Money Market Quote Request

  
	
  EXHIBIT C

  	
   

  	
  –

  	
   

  	
  Form of Invitation for Money Market Quotes

  
	
  EXHIBIT D

  	
   

  	
  –

  	
   

  	
  Form of Money Market Quote

  
	
  EXHIBIT E

  	
   

  	
  –

  	
   

  	
  Form of Opinion of Counsel for the Co-Borrowers

  
	
  EXHIBIT F

  	
   

  	
  –

  	
   

  	
  Form of Assignment and Assumption Agreement

  
	
  EXHIBIT G

  	
   

  	
  –

  	
   

  	
  Form of Increased Commitment Supplement

  



 













SECOND AMENDED AND
RESTATED CREDIT AGREEMENT


This SECOND AMENDED AND
RESTATED CREDIT AGREEMENT (this “Agreement”) dated July 12, 2007,
is among CARLISLE COMPANIES INCORPORATED, a Delaware corporation (“Carlisle”),
CARLISLE MANAGEMENT COMPANY, a Delaware corporation (“CMC” and together
with Carlisle, herein the “Co-Borrowers”), the BANKS party hereto and
JPMORGAN CHASE BANK, N.A., as Administrative Agent.


RECITALS


A.            Carlisle, the lenders
party thereto, JPMorgan Chase Bank, N.A., as the administrative agent and
certain other parties entered into that certain Amended and Restated Credit
Agreement dated June 9, 2005 (as amended by that certain First
Amendment to Amended and Restated Credit Agreement dated as of February 27,
2006 and that certain Second Amendment to Amended and Restated Credit Agreement
dated as of August 31, 2006, the “Prior Agreement”).  Since the date of the Prior Agreement, the
following lenders have assigned all of their respective interests in and to the
Prior Agreement to JPMorgan Chase Bank N.A. pursuant to the following
Assignment and Assumption Agreements:


1.             The Bank of New York
pursuant to an Assignment and Assumption Agreement dated the date hereof; and


2.             The Norinchukin Bank,
New York Branch pursuant to an Assignment and Assumption Agreement dated the
date hereof.


As a result of the
foregoing, The Bank of New York and The Norinchukin Bank, New York Branch are
no longer party to the Prior Agreement.


B.            Carlisle has requested
that the Prior Agreement be amended to, among other things, (i) add CMC as
a co-borrower thereto; (ii) increase the aggregate amount of the
commitments provided under the Prior Agreement; and (iii) make certain other
changes thereto.  The parties have agreed
to amend and restate the Prior Agreement on the terms and conditions set forth
herein.


C.            The proceeds of any
borrowings hereunder are to be used to refinance existing indebtedness, to make
acquisitions, for capital expenditures and working capital and for other
general corporate purposes.  Letters of
Credit issued hereunder shall be issued to support transactions of Carlisle and
the Subsidiaries.


NOW THEREFORE, in
consideration of the premises herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties, intending to be legally bound, hereby agree as follows:


ARTICLE
1


DEFINITIONS


SECTION 1.01.  Definitions.  The following terms, as used herein, have the
following meanings:


“Absolute
Rate Auction” means a solicitation of Money Market Quotes setting
forth Money Market Absolute Rates pursuant to Section 2.03.


“Adjusted CD
Rate” has the meaning set forth in Section 2.08(b).


“Adjusted
London Interbank Offered Rate” has the meaning set forth in
Section 2.08(c).



 2
 









“Adjusted
Maximum Amount” has the meaning set forth in Section 2.22.


“Administrative
Agent” means JPMorgan Chase Bank, N.A., in its capacity as
administrative agent for the Banks hereunder, and its successors in such
capacity.


“Administrative
Questionnaire” means, with respect to each Bank, an administrative
questionnaire in the form prepared by the Administrative Agent and submitted to
the Administrative Agent (with a copy to Carlisle) duly completed by such Bank.


“Affiliate”
means (i) any Person that directly, or indirectly through one or more
intermediaries, controls Carlisle (a “Controlling Person”)
or (ii) any Person (other than Carlisle or a Subsidiary) which is
controlled by or is under common control with a Controlling Person.  As used herein, the term “control” means possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
Person, whether through the ownership of voting securities, by contract or
otherwise.


“Aggregate
Payments” has the meaning set forth in Section 2.22.


“Agreement”
has the meaning set forth in the introduction hereto.


“Applicable
Lending Office” means, with respect to any Bank, (i) in the
case of its Base Rate Loans, its Domestic Lending Office, (ii) in the case
of its Euro–Dollar Loans, its Euro–Dollar Lending Office and (iii) in the
case of its Money Market Loans, its Money Market Lending Office.


“Applicable
Percentage” means, with respect to any Bank, the percentage of the
total Commitments represented by such Bank’s Commitment.  If the Commitments have terminated or
expired, the Applicable Percentage shall be determined based upon the
Commitments in effect immediately prior to such expiration or termination.


“Approved
Fund” has the meaning as set forth in Section 9.06.


“Assessment
Rate” has the meaning set forth in Section 2.08(b).


“Assignment
and Assumption” means an Assignment and Assumption entered into by a
Bank and an assignee (with the consent of any party whose consent is required
by Section 9.06), and accepted by the Administrative Agent, in the form of
Exhibit F or any other form approved by the Administrative Agent.


“Banks”
means the Persons listed on Schedule 1.01 and any other Person that shall
have become a party hereto pursuant to an Assignment and Assumption, other than
any such Person that ceases to be a party hereto pursuant to an Assignment and
Assumption.  Unless the context otherwise
requires, the term “Banks” includes the Swingline Bank.


“Base Margin”
means a rate per annum determined in accordance with the Pricing Schedule.


“Base Rate”
means, for any day, a rate per annum equal to the higher of (a) the Prime
Rate for such day and (b) the sum of 1/2 of 1% plus Federal Funds
Effective Rate for such day.


“Base Rate
Loan” means (a) a Committed Loan that bears interest at the
Base Rate pursuant to the applicable Notice of Committed Borrowing or Notice of
Interest Rate Election or the last sentence of Section 2.16(a) or
Article 8 and (b) each Swingline Loan.



 3
 









“Benefit
Arrangement” means at any time an employee benefit plan within the
meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer
Plan and which is maintained or otherwise contributed to by any member of the
ERISA Group.


“Borrowing”
has the meaning set forth in Section 1.03.


“Carlisle”
means Carlisle Companies Incorporated, a Delaware corporation, and its
successors.


“Carlisle
2006 Form 10–K” means Carlisle’s annual report on Form 10–K for the
year ended December 31, 2006, as filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934.


“CD Base Rate”
has the meaning set forth in Section 2.08(b).


“CD Loan”
means a Committed Loan that bears interest at a CD Rate pursuant to the
applicable Notice of Committed Borrowing or Notice of Interest Rate Election.


“CD Margin”
means a rate per annum determined in accordance with the Pricing Schedule.


“CD Rate”
means a rate of interest determined pursuant to Section 2.08(b) on the
basis of an Adjusted CD Rate.


“CD Reference
Bank” means JPMorgan Chase Bank, N.A.


“Closing Date”
means the date on or after the Effective Date on which the Administrative Agent
shall have received the documents specified in or pursuant to Section 3.01.


“Co-Borrowers”
has the meaning set forth in the introduction hereto.


“Commitment”
means, with respect to each Bank, the commitment of such Bank to make Loans and
to acquire participations in Letters of Credit hereunder, expressed as the
amount set forth opposite such Bank’s name on Schedule 1.01, as such Commitment
may be (a) reduced from time to time pursuant to Section 2.10; (b)
increased from time to time pursuant to Section 2.18; and (c) reduced
or increased from time to time pursuant to assignments by or to such Bank
pursuant to Section 9.06.  The
initial amount of each Bank’s Commitment is set forth on the Schedule 1.01, in
the Assignment and Assumption pursuant to which such Bank shall have assumed
its Commitment or in its Increased Commitment Supplement, as applicable.  The aggregate amount of the Banks’
Commitments as of the Effective Date is $400,000,000.


“Committed
Loan” means a loan made by a Bank pursuant to Section 2.01 or
pursuant to Section 2.01 of the Prior Agreement that remains outstanding on the
Effective Date; provided that, if any such loan or loans (or portions thereof)
are combined or subdivided pursuant to a Notice of Interest Rate Election, the
term “Committed Loan” shall refer to the combined principal amount resulting
from such combination or to each of the separate principal amounts resulting
from such subdivision, as the case may be.


“Consolidated
Assets” means, at any date, the assets of Carlisle and its
Consolidated Subsidiaries, determined on a consolidated basis as of such date.


“Consolidated
Debt” means, at any date, the Debt of Carlisle and its Consolidated
Subsidiaries, determined on a consolidated basis as of such date.


“Consolidated
EBITDA” has the meaning set forth in Section 5.11.



 4
 









“Consolidated
Financial Liabilities” has the meaning set forth in Section 5.11.


“Consolidated
Interest Expense” has the meaning set forth in Section 5.11.


“Consolidated
Net Income” means, for any fiscal period, the net income of Carlisle
and its Consolidated Subsidiaries, determined on a consolidated basis for such
period, exclusive of the effect of any extraordinary or other nonrecurring gain
(but not loss).


“Consolidated
Net Worth” means, at any date, the consolidated shareholders’ equity
of Carlisle and its Consolidated Subsidiaries, determined on a consolidated
basis as of such date.


“Consolidated
Subsidiary” means, at any date, any Subsidiary or other entity the
accounts of which would be consolidated with those of Carlisle in its
consolidated financial statements if such statements were prepared as of such
date.


“Consolidated
Tangible Net Worth” means, at any date, the sum of the following,
determined on a consolidated basis as of such date: (i) the consolidated
shareholders’ equity of Carlisle and its Consolidated Subsidiaries minus (ii) the
amount of intangible assets carries on the balance sheet of Carlisle and its
Consolidated Subsidiaries at such date.


“Debt”
of any Person means, at any date, without duplication, (i) all obligations
of such Person for borrowed money, (ii) all obligations of such Person
evidenced by bonds, debentures, notes or other similar instruments,
(iii) all obligations of such Person to pay the deferred purchase price of
property or services, except trade accounts payable arising in the ordinary
course of business, (iv) all obligations of such Person as lessee which
are capitalized in accordance with generally accepted accounting principles,
(v) all non–contingent obligations (and, for purposes of Section 5.09
and the definitions of Material Debt and Material Financial Obligations, all
contingent obligations) of such Person to reimburse any bank or other Person in
respect of amounts paid under a letter of credit or similar instrument,
(vi) all Debt secured by a Lien on any asset of such Person, whether or not
such Debt is otherwise an obligation of such Person and (vii) all Debt of
others Guaranteed by such Person; provided that
Debt shall not include available yet unborrowed commitments in any revolving
credit facility of Carlisle or its Subsidiaries.  In calculating the amount of Debt for any
purposes under this Agreement, any particular issuance of Debt shall be
recorded at par or its remaining principal amount (excluding any increase or
decrease attributable to the termination of any related Derivatives Obligations),
notwithstanding any contrary treatment in accordance with generally accepted
accounting principles.


“Default”
means any condition or event which constitutes an Event of Default or which
with the giving of notice or lapse of time or both would, unless cured or
waived, become an Event of Default.


“Derivatives
Obligations” of any Person means all obligations of such Person in
respect of any rate swap transaction, basis swap, forward rate transaction,
commodity swap, commodity option, equity or equity index swap, equity or equity
index option, bond option, interest rate option, foreign exchange transaction,
cap transaction, floor transaction, collar transaction, currency swap
transaction, cross–currency rate swap transaction, currency option or any other
similar transaction (including any option with respect to any of the foregoing
transactions) or any combination of the foregoing transactions.


“Domestic
Business Day” means any day except a Saturday, Sunday or other day
on which commercial banks in New York City are authorized by law to close.


“Domestic
Lending Office” means, as to each Bank, its office located at its
address set forth in its Administrative Questionnaire (or identified in its
Administrative Questionnaire as its Domestic Lending Office) or such other
office as such Bank may hereafter designate as its Domestic Lending 



 5
 









Office by notice
to Carlisle and the Administrative Agent, provided that
any Bank may so designate separate Domestic Lending Offices for its Base Rate
Loans, on the one hand, and its CD Loans, on the other hand, in which case all
references herein to the Domestic Lending Office of such Bank shall be deemed
to refer to either or both of such offices, as the context may require.


“Domestic
Loans” means CD Loans or Base Rate Loans or both.


“Domestic
Reserve Percentage” has the meaning set forth in
Section 2.08(b).


“Effective
Date” means the date this Agreement becomes effective in accordance
with Section 3.01.


“Environmental
Laws” means any and all federal, state, local and foreign statutes,
laws, judicial decisions, regulations, ordinances, rules, judgments, orders,
decrees, plans, injunctions, permits, concessions, grants, franchises,
licenses, agreements and other governmental restrictions relating to the
environment, the effect of the environment on human health or to emissions,
discharges or releases of pollutants, contaminants, Hazardous Substances or
wastes into the environment including, without limitation, ambient air, surface
water, ground water, or land, or otherwise relating to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport or
handling of pollutants, contaminants, Hazardous Substances or wastes or the
clean–up or other remediation thereof.


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, or any
successor statute.


“ERISA Group”
means Carlisle, any Subsidiary and all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated) under
common control which, together with Carlisle or any Subsidiary, are treated as
a single employer under Section 414 of the Internal Revenue Code.


“Euro–Dollar
Business Day” means any Domestic Business Day on which commercial
banks are open for international business (including dealings in dollar
deposits) in London.


“Euro–Dollar
Lending Office” means, as to each Bank, its office, branch or
affiliate located at its address set forth in its Administrative Questionnaire
(or identified in its Administrative Questionnaire as its Euro–Dollar Lending
Office) or such other office, branch or affiliate of such Bank as it may
hereafter designate as its Euro–Dollar Lending Office by notice to the
Co-Borrowers and the Administrative Agent.


“Euro–Dollar
Loan” means a Committed Loan that bears interest at a Euro–Dollar
Rate pursuant to the applicable Notice of Committed Borrowing or Notice of
Interest Rate Election.


“Euro–Dollar
Margin” means a rate per annum determined in accordance with the
Pricing Schedule.


“Euro–Dollar
Rate” means a rate of interest determined pursuant to
Section 2.08(c) on the basis of a London Interbank Offered Rate.


“Euro–Dollar
Reference Bank” means the principal London offices of JPMorgan Chase
Bank, N.A.


“Euro–Dollar
Reserve Percentage” has the meaning set forth in
Section 2.08(c).


“Event of
Default” has the meaning set forth in Section 6.01.



 6
 









“Facility Fee
Rate” means the rate per annum determined in accordance with the
Pricing Schedule.


“Fair Share”
has the meaning set forth in Section 2.22.


“Fair Share
Shortfall” has the meaning set forth in Section 2.22.


“Federal
Funds Rate” means, for any day, the rate per annum (rounded upward,
if necessary, to the nearest 1/100th of 1%) equal to the weighted average of
the rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers on such day, as published by
the Federal Reserve Bank of New York on the Domestic Business Day next
succeeding such day, provided that
(i) if such day is not a Domestic Business Day, the Federal Funds Rate for
such day shall be such rate on such transactions on the next preceding Domestic
Business Day as so published on the next succeeding Domestic Business Day, and
(ii) if no such rate is so published on such next succeeding Domestic
Business Day, the Federal Funds Rate for such day shall be the average rate
quoted to JPMorgan Chase Bank, N.A. on such day on such transactions as
determined by the Administrative Agent.


“Fixed Rate
Loans” means CD Loans or Euro–Dollar Loans or Money Market Loans
(excluding Money Market LIBOR Loans bearing interest at the Base Rate pursuant
to Section 8.01) or any combination of the foregoing.


“Foreign Bank”
means any Bank that is organized under the laws of a jurisdiction other than
that in which Carlisle is located.  For
purposes of this definition, the United States, each state thereof and the
District of Columbia shall be deemed to constitute a single jurisdiction.


“Fraudulent
Transfer Laws” has the meaning set forth in Section 2.21.


“Funding
Obligors”  has the
meaning set forth in Section 2.22.


“Group of
Loans” means, at any time, a group of Loans consisting of
(i) all Committed Loans which are Base Rate Loans at such time,
(ii) all Euro–Dollar Loans having the same Interest Period at such time or
(iii) all CD Loans having the same Interest Period at such time; provided that, if a Committed Loan of any particular Bank is
converted to or made as a Base Rate Loan pursuant to Article 8, such Loan
shall be included in the same Group or Groups of Loans from time to time as it
would have been in if it had not been so converted or made.


“Guarantee”
by any Person means any obligation, contingent or otherwise, of such Person
directly or indirectly guaranteeing any Debt of any other Person and, without
limiting the generality of the foregoing, any obligation, direct or indirect,
contingent or otherwise, of such Person (i) to purchase or pay (or advance
or supply funds for the purchase or payment of) such Debt (whether arising by
virtue of partnership arrangements, by agreement to keep–well, to purchase
assets, goods, securities or services, to take–or–pay, or to maintain financial
statement conditions or otherwise) or (ii) entered into for the purpose of
assuring in any other manner the holder of such Debt of the payment thereof or
to protect such holder against loss in respect thereof (in whole or in part), provided that the term Guarantee shall not include
endorsements for collection or deposit in the ordinary course of business.  The term “Guarantee” used as a verb has a
corresponding meaning.


“Hazardous
Substances” means any toxic, radioactive, caustic or otherwise
hazardous substance, including petroleum, its derivatives, by–products and
other hydrocarbons, or any substance having any constituent elements displaying
any of the foregoing characteristics.



 7
 









“Increase Amount”
has the meaning assigned to such term in Section 2.18.


“Increased Commitment Supplement”
has the meaning specified in Section 2.18.


“Indemnitee”
has the meaning set forth in Section 9.03(b).


“Information”
has the meaning specified in Section 9.16.


“Interest
Period” means:


(1)           with respect to each
Euro–Dollar Loan, the period commencing on the date of borrowing specified in
the applicable Notice of Borrowing or on the date specified in an applicable
Notice of Interest Rate Election and ending two weeks, one, two, three or six
months thereafter, as Carlisle may elect in the applicable notice; provided that:


(a)           any Interest Period
which would otherwise end on a day which is not a Euro–Dollar Business Day
shall be extended to the next succeeding Euro–Dollar Business Day unless such
Euro–Dollar Business Day falls in another calendar month, in which case such
Interest Period shall end on the next preceding Euro–Dollar Business Day;


(b)           any Interest Period
which begins on the last Euro–Dollar Business Day of a calendar month (or on a
day for which there is no numerically corresponding day in the calendar month
at the end of such Interest Period) shall, subject to clause (c) below,
end on the last Euro–Dollar Business Day of a calendar month; and


(c)           any Interest Period
which would otherwise end after the Termination Date shall end on the
Termination Date or a date prior thereto as determined pursuant to clauses (a)
and (b) of this subsection (1).


(2)           with respect to each CD
Loan, the period commencing on the date of borrowing specified in the
applicable Notice of Borrowing or on the date specified in an applicable Notice
of Interest Rate Election and ending 30, 60, 90 or 180 days thereafter, as
Carlisle may elect in the applicable notice; provided
that:


(a)           any Interest Period
(other than an Interest Period determined pursuant to clause (b) below) which
would otherwise end on a day which is not a Domestic Business Day shall be
extended to the next succeeding Domestic Business Day; and


(b)           any Interest Period
which would otherwise end after the Termination Date shall end on the
Termination Date.


(3)           with respect to each
Money Market LIBOR Borrowing, the period commencing on the date of such
Borrowing and ending such whole number of months thereafter as Carlisle may
elect in accordance with Section 2.03; provided that:


(a)           any Interest Period
which would otherwise end on a day which is not a Euro–Dollar Business Day
shall be extended to the next succeeding Euro–Dollar Business Day unless such
Euro–Dollar Business Day falls in another calendar month, in which case such
Interest Period shall end on the next preceding Euro–Dollar Business Day;



 8
 









(b)           any Interest Period
which begins on the last Euro–Dollar Business Day of a calendar month (or on a
day for which there is no numerically corresponding day in the calendar month
at the end of such Interest Period) shall, subject to clause (c) below,
end on the last Euro–Dollar Business Day of a calendar month; and


(c)           any Interest Period
which would otherwise end after the Termination Date shall end on the
Termination Date or a date prior thereto as determined pursuant to clauses (a)
and (b) of this subsection (3).


(4)           with respect to each
Money Market Absolute Rate Borrowing, the period commencing on the date of such
Borrowing and ending such number of days thereafter (but not less than 14 days)
as Carlisle may elect in accordance with Section 2.03; provided that:


(a)           any Interest Period
which would otherwise end on a day which is not a Domestic Business Day shall
be extended to the next succeeding Domestic Business Day; and


(b)           any Interest Period
which would otherwise end after the Termination Date shall end on the
Termination Date.


“Internal
Revenue Code” means the Internal Revenue Code of 1986, as amended,
or any successor statute.


“Issuing Bank”
means each Bank, in its capacity as the issuer of Letters of Credit hereunder,
its successors in such capacity as provided in Section 2.17(h) and any
affiliate of a Bank who issues a Letter of Credit for the account of a
Co-Borrower.


“LC
Disbursement” means a payment made by an Issuing Bank pursuant to a
Letter of Credit.


“LC Exposure”
means, at any time, the sum of (a) the aggregate undrawn amount of all
outstanding Letters of Credit at such time plus (b) the aggregate amount
of all LC Disbursements that have not yet been reimbursed by or on behalf of
the Co-Borrowers at such time.  The LC
Exposure of any Bank at any time shall be its Applicable Percentage of the
total LC Exposure at such time.


“Letter of
Credits” means each letter of credit issued by a Bank for the
account of Carlisle which is outstanding on the Effective Date and identified
on Schedule 1.01(b) and each letter of credit issued by a Bank pursuant to
Section 2.17 of this Agreement.  Letters
of Credit may include standby, commercial or direct pay letters of credit.


“LIBOR
Auction” means a solicitation of Money Market Quotes setting forth
Money Market Margins based on the London Interbank Offered Rate pursuant to
Section 2.03.


“Lien”
means, with respect to any asset, any mortgage, lien, pledge, charge, security
interest or encumbrance of any kind, or any other type of preferential
arrangement that has the practical effect of creating a security interest, in
respect of such asset.  For the purposes
of this Agreement, Carlisle or any Subsidiary shall be deemed to own subject to
a Lien any asset which it has acquired or holds subject to the interest of a
vendor or lessor under any conditional sale agreement, capital lease or other
title retention agreement relating to such asset.


“Loan”
means a Domestic Loan, a Euro–Dollar Loan or a Money Market Loan and “Loans”
means Domestic Loans, Euro–Dollar Loans or Money Market Loans or any
combination of the foregoing 



 9
 









made by the Banks
pursuant to this Agreement and any loans made by the lenders under the Prior
Agreement which are outstanding on the Effective Date.


“Loan
Documents” means this Agreement, each of the Notes, and all other
documents executed or delivered (or to be executed or delivered) in connection
with this Agreement or any of the foregoing documents, and any amendments,
supplements or other modifications of any of the foregoing.


“London
Interbank Offered Rate” has the meaning set forth in
Section 2.08(c).


“Material
Adverse Effect” means (i) a material adverse effect on the
business, financial position or results of operations of Carlisle and its
Consolidated Subsidiaries, considered as a whole, or (ii) an adverse
effect which any Bank could reasonably deem material on the rights and remedies
of the Banks under this Agreement or any Note.


“Material
Debt” means Debt (other than the Notes) of Carlisle and/or one or
more of its Subsidiaries, arising in one or more related or unrelated
transactions, in any individual case or in an aggregate principal or face
amount exceeding $10,000,000.


“Material
Financial Obligations” means a principal or face amount of Debt
and/or payment or collateralization obligations in respect of Derivatives
Obligations of Carlisle and/or one or more of its Subsidiaries, arising in one
or more related or unrelated transactions, exceeding in any individual case or
in the aggregate $10,000,000.


“Material
Plan” means at any time a Plan or Plans having aggregate Unfunded
Liabilities in excess of $10,000,000.


“Material
Subsidiary” means CMC and any Subsidiary of Carlisle from time to
time having, as of the date of the consolidated balance sheet of Carlisle and
its Subsidiaries contained in the annual report on Form 10–K of Carlisle most
recently delivered to the Banks in compliance herewith, consolidated assets of
at least $25,000,000, as certified to the Banks by Carlisle on the date of
delivery of such annual report, each change in the designation of Material
Subsidiaries to become effective as of the date of such balance sheet.  Material Subsidiaries in existence as of July
12, 2007 are listed on Schedule 4.09 hereto.


“Money Market
Absolute Rate” has the meaning set forth in
Section 2.03(d)(ii)(D).


“Money Market
Absolute Rate Loan” means a loan to be made by a Bank pursuant to an
Absolute Rate Auction.


“Money Market
Lending Office” means, as to each Bank, its Domestic Lending Office
or such other office, branch or affiliate of such Bank as it may hereafter
designate as its Money Market Lending Office by notice to Carlisle and the Administrative
Agent; provided that any Bank may from time to
time by notice to Carlisle and the Administrative Agent designate separate
Money Market Lending Offices for its Money Market LIBOR Loans, on the one hand,
and its Money Market Absolute Rate Loans, on the other hand, in which case all
references herein to the Money Market Lending Office of such Bank shall be
deemed to refer to either or both of such offices, as the context may require.


“Money Market
LIBOR Loan” means a loan to be made by a Bank pursuant to a LIBOR
Auction (including such a loan bearing interest at the Base Rate pursuant to
Section 8.01).


“Money Market
Loan” means a Money Market LIBOR Loan or a Money Market Absolute
Rate Loan.



 10
 









“Money Market
Margin” has the meaning set forth in Section 2.03(d)(ii)(C).


“Money Market
Quote” means an offer by a Bank to make a Money Market Loan in
accordance with Section 2.03.


“Money Market
Quote Request” has the meaning set forth in Section 2.03(b).


“Multiemployer
Plan” means at any time an employee pension benefit plan within the
meaning of Section 4001(a)(3) of ERISA to which any member of the ERISA
Group is then making or accruing an obligation to make contributions or has
within the preceding five plan years made contributions, including for these
purposes any Person which ceased to be a member of the ERISA Group during such
five year period.


“New Bank”
has the meaning assigned to such term in Section 2.18.


“Notes”
means promissory notes of the Co-Borrowers, substantially in the form of
Exhibit A hereto, evidencing the joint and several obligation of the
Co-Borrowers to repay the Loans, and “Note” means any
one of such promissory notes issued hereunder.


“Notice of
Borrowing” means a Notice of Committed Borrowing (as defined in
Section 2.02) or a Notice of Money Market Borrowing (as defined in
Section 2.03(f)).


“Notice of
Interest Rate Election” has the meaning specified in
Section 2.16.


“Notice of
Money Market Borrowing” has the meaning set forth in Section
2.03(f).


“Obligations”
means all obligations, indebtedness, and liabilities of each Co-Borrower to the
Administrative Agent and the Banks arising pursuant to this Agreement or any of
the other Loan Documents, whether now existing or hereafter arising, whether
direct, indirect, related, unrelated, fixed, contingent, liquidated,
unliquidated, joint, several, or joint and several, including, without
limitation, the obligation of each Co-Borrower to repay the Loans, the LC
Disbursements, interest on the Loans and LC Disbursements, and all fees, costs,
and expenses (including attorneys’ fees and expenses) provided for in the Loan
Documents.  The term Obligations
includes any and all post-petition interest and expenses (including
attorneys’ fees) whether or not allowed under any bankruptcy, insolvency, or
other similar law.


“Other Obligations”
has the meaning set forth in Section 2.23.


“Other Taxes”
has the meaning set forth in Section 8.04.


“Parent”
means, with respect to any Bank, any Person controlling such Bank.


“Participant”
has the meaning set forth in Section 9.06.


“PBGC”
means the Pension Benefit Guaranty Corporation or any entity succeeding to any
or all of its functions under ERISA.


“Permitted
Securitization  Transaction”
means a sale of accounts receivable or other rights to payment in a transaction
involving a true sale and commonly referred to as a securitization transaction;
provided that the aggregate outstanding thereunder (i.e., advanced as the
purchase price and not repaid from collections) by Carlisle and its
Consolidated Subsidiaries pursuant to all such transactions shall at no time
exceed $250,000,000.



 11
 









“Person”
means an individual, a corporation, a limited liability company, a partnership,
an association, a trust or any other entity or organization, including a
government or political subdivision or an agency or instrumentality thereof.


“Plan”
means at any time an employee pension benefit plan (other than a Multiemployer
Plan) which is covered by Title IV of ERISA or subject to the minimum
funding standards under Section 412 of the Internal Revenue Code and
either (i) is maintained, or contributed to, by any member of the ERISA
Group for employees of any member of the ERISA Group or (ii) has at any
time within the preceding five years been maintained, or contributed to, by any
Person which was at such time a member of the ERISA Group for employees of any
Person which was at such time a member of the ERISA Group.


“Pricing
Schedule” means the schedule attached hereto as Schedule 1.01(a).


“Prime Rate”
means the rate of interest publicly announced by JPMorgan Chase Bank, N.A. in
New York City from time to time as its Prime Rate.


“Prior
Agreement” has the meaning specified in the Recitals hereto.


“Quarterly
Payment Dates” means each March 31, June 30,
September 30 and December 31.


“Reference
Bank” means the CD Reference Bank or the Euro–Dollar Reference Bank,
as the context may require.


“Register”
has the meaning set forth in Section 9.06.


“Regulation U”
means Regulation U of the Board of Governors of the Federal Reserve
System, as in effect from time to time.


“Required
Banks” means at any time Banks having at least 51% of the aggregate
amount of the Commitments or, if the Commitments shall have been terminated,
holding Notes evidencing at least 51% of the aggregate unpaid principal amount
of the Loans.


“Revolving
Credit Period” means the period from and including the Effective
Date to but not including the Termination Date.


“Revolving
Exposure” shall mean, with respect to any Bank at any time, the sum
of the outstanding principal amount of such Bank’s Loans (including Money
Market Loans) and its LC Exposure and Swingline Exposure at such time.


“Swingline
Bank” means JPMorgan Chase Bank, N.A., in its capacity as lender of
Swingline Loans hereunder.


“Swingline
Exposure” means, at any time, the aggregate principal amounts of all
Swingline Loans outstanding at such time. 
The Swingline Exposure of any Bank at any time shall be its Applicable
Percentage of the total Swingline Exposure at such time.


“Swingline
Loan” means a Loan made pursuant to Section 2.05.


“Subordinated
Indebtedness” has the meaning set forth in Section 2.24.


“Subordination
Party” has the meaning set forth in Section 2.24.



 12
 









“subsidiary”
means, as to any Person, any corporation or other entity of which securities or
other ownership interests having ordinary voting power to elect a majority of
the board of directors or other persons performing similar functions are at the
time directly or indirectly owned by such Person; unless otherwise specified, “Subsidiary”
means a Subsidiary of Carlisle.


“Taxes”
has the meaning set forth in Section 8.04.


“Termination
Date” means July 12, 2012.


“Unfunded
Liabilities” means, with respect to any Plan at any time, the amount
(if any) by which (i) the value of all benefit liabilities under such
Plan, determined on a plan termination basis using the assumptions prescribed
by the PBGC for purposes of Section 4044 of ERISA, exceeds (ii) the
fair market value of all Plan assets allocable to such liabilities under
Title IV of ERISA (excluding any accrued but unpaid contributions), all
determined as of the then most recent valuation date for such Plan, but only to
the extent that such excess represents a potential liability of a member of the
ERISA Group to the PBGC or any other Person under Title IV of ERISA.


“United States”
means the United States of America, including the States and the District of
Columbia, but excluding its territories and possessions.


“Wholly–Owned
Subsidiary” means any Subsidiary, all of the shares of capital stock
or other ownership interests of which (except directors’ qualifying shares) are
at the time directly or indirectly owned by Carlisle.


SECTION 1.02.  Accounting Terms and Determinations.  Unless otherwise specified herein, all
accounting terms used herein shall be interpreted, all accounting
determinations hereunder shall be made, and all financial statements required
to be delivered hereunder shall be prepared in accordance with generally
accepted accounting principles as in effect from time to time, applied on a
basis consistent (except for changes concurred by Carlisle’s independent public
accountants) with the most recent audited consolidated financial statements of
Carlisle and its Consolidated Subsidiaries delivered to the Banks prior to the
Effective Date; provided that, if
Carlisle notifies the Administrative Agent that Carlisle wishes to amend any
covenant in Article 5 to eliminate the effect of any change in generally
accepted accounting principles on the operation of such covenant (or if the
Administrative Agent notifies Carlisle that the Required Banks wish to amend
Article 5 for such purpose), then Carlisle’s compliance with such covenant
shall be determined on the basis of generally accepted accounting principles in
effect immediately before the relevant change in generally accepted accounting
principles became effective, until either such notice is withdrawn or such
covenant is amended in a manner satisfactory to Carlisle and the Required
Banks.


SECTION 1.03.  Types of Borrowings.  The term “Borrowing”
denotes the aggregation of Loans of one or more Banks to be made to the
Co-Borrowers pursuant to Article 2 on a single date and for a single
Interest Period.  Borrowings are
classified for purposes of this Agreement either by reference to the pricing of
Loans comprising such Borrowing (e.g.,
a “Fixed Rate Borrowing” is a Euro–Dollar
Borrowing, a CD Borrowing or a Money Market Borrowing (excluding any such
Borrowing consisting of Money Market LIBOR Loans bearing interest at the Base
Rate pursuant to Section 8.01), and a “Euro–Dollar
Borrowing” is a Borrowing comprised of Euro–Dollar Loans) or by
reference to the provisions of Article 2 under which participation therein
is determined (i.e., a “Committed Borrowing” is a Borrowing under
Section 2.01 in which all Banks participate in proportion to their
Commitments, while a “Money Market Borrowing”
is a Borrowing under Section 2.03 in which the Bank participants are
determined on the basis of their bids in accordance therewith).



 13















ARTICLE
2


THE CREDITS


SECTION 2.01.  Commitments to Lend.  During the Revolving Credit Period, each Bank
severally agrees, on the terms and conditions set forth in this Agreement, to
make loans to the Co-Borrowers pursuant to this Section from time to time in
amounts such that the Revolving Exposure of a Bank shall not exceed such Bank’s
Commitment.  Each Borrowing under this
Section shall be in an aggregate principal amount of $10,000,000 or any larger
multiple of $1,000,000 (except that any such Borrowing may be in the aggregate
amount available in accordance with Section 3.02(c)) and shall be made
from the several Banks in accordance with their respective Applicable
Percentages.  Within the foregoing
limits, the Co-Borrowers may borrow under this Section, to the extent permitted
by Section 2.12, prepay Loans and reborrow at any time during the
Revolving Credit Period under this Section.


SECTION 2.02.  Notice of Committed Borrowing.  Carlisle shall give the Administrative Agent
notice (a “Notice of Committed Borrowing”)
not later than 10:30 A.M. (New York City time) on (x) the date of
each Base Rate Borrowing, (y) the second Domestic Business Day before each
CD Borrowing and (z) the third Euro–Dollar Business Day before each Euro–Dollar
Borrowing, specifying:


(i)            the date of such
Borrowing, which shall be a Domestic Business Day in the case of a Domestic
Borrowing or a Euro–Dollar Business Day in the case of a Euro–Dollar Borrowing;


(ii)           the aggregate amount of
such Borrowing, which shall be $10,000,000 or a larger multiple of $1,000,000 or, in the case of a Base Rate
Borrowing only, an amount that is required to finance the reimbursement of an
LC Disbursement as contemplated by Section 2.17(e) except that any
Borrowing may be in the aggregate amount available in accordance with
Section 3.02(c));


(iii)          whether the Loans comprising such Borrowing are to bear interest
initially at the Base Rate, a CD Rate or a Euro–Dollar Rate;


(iv)          in the case of a Fixed Rate Borrowing, the duration of the initial
Interest Period applicable thereto, subject to the provisions of the definition
of Interest Period; and


(v)           the Co-Borrower on whose account the Borrowing is being requested.


SECTION 2.03.  Money Market Borrowings.


(a)           The Money
Market Option.  In addition to
Committed Borrowings pursuant to Section 2.01, Carlisle may, as set forth
in this Section, request the Banks during the Revolving Credit Period to make
offers to make Money Market Loans to either of the Co-Borrowers.  The Banks may, but shall have no obligation
to, make such offers and each Co-Borrower may, but shall have no obligation to,
accept any such offers in the manner set forth in this Section.


(b)           Money Market
Quote Request.  When a
Co-Borrowers wishes to request offers to make Money Market Loans under this Section,
Carlisle shall transmit to the Administrative Agent by telex or facsimile
transmission a request (a “Money Market Quote
Request”)  substantially
in the form of Exhibit B hereto so as to be received not later than
10:30 A.M. (New York City time) on (x) the fifth Euro–Dollar Business
Day prior to the date of Borrowing proposed therein, in the case of a LIBOR
Auction or (y) the Domestic Business Day next preceding the date of
Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either
case, such other time or date as Carlisle and the Administrative Agent shall
have mutually agreed and shall have notified to the Banks not later than the 



 14
 









date of the Money Market Quote Request for the first LIBOR Auction or
Absolute Rate Auction for which such change is to be effective) specifying:


(i)            the proposed date of
Borrowing, which shall be a Euro–Dollar Business Day in the case of a LIBOR
Auction or a Domestic Business Day in the case of an Absolute Rate Auction,


(ii)           the aggregate amount of
such Borrowing, which shall be $10,000,000 or a larger multiple of $1,000,000,


(iii)          the duration of the
Interest Period applicable thereto, subject to the provisions of the definition
of Interest Period,


(iv)          whether the Money Market
Quotes requested are to set forth a Money Market Margin or a Money Market
Absolute Rate, and


(v)           the Co-Borrower on whose account the Borrowing is being requested.


Carlisle may request
offers to make Money Market Loans for more than one Interest Period in a single
Money Market Quote Request.  No Money
Market Quote Request shall be given within five Euro–Dollar Business Days (or
such other number of days as Carlisle and the Administrative Agent may agree)
of any other Money Market Quote Request.


(c)           Invitation
for Money Market Quotes. 
Promptly upon receipt of a Money Market Quote Request, the
Administrative Agent shall send to the Banks by facsimile transmission an
Invitation for Money Market Quotes substantially in the form of Exhibit C
hereto, which shall constitute an invitation by Carlisle to each Bank to submit
Money Market Quotes offering to make the Money Market Loans to which such Money
Market Quote Request relates in accordance with this Section.


(d)           Submission
and Contents of Money Market Quotes.


(i)            Each Bank may submit a
Money Market Quote containing an offer or offers to make Money Market Loans in
response to any Invitation for Money Market Quotes.  Each Money Market Quote must comply with the
requirements of this subsection (d) and must be submitted to the Administrative
Agent by facsimile transmission at its offices specified in or pursuant to
Section 9.01 not later than (x) 2:00 P.M. (New York City time)
on the fourth Euro–Dollar Business Day prior to the proposed date of Borrowing,
in the case of a LIBOR Auction or (y) 9:30 A.M. (New York City time)
on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or,
in either case, such other time or date as Carlisle and the Administrative
Agent shall have mutually agreed and shall have notified the Banks not later
than the date of the Money Market Quote Request for the first LIBOR Auction or
Absolute Rate Auction for which such change is to be effective); provided that Money Market Quotes submitted by the
Administrative Agent (or any affiliate of the Administrative Agent) in the
capacity of a Bank may be submitted, and may only be submitted, if the
Administrative Agent or such affiliate notifies Carlisle of the terms of the
offer or offers contained therein not later than (x) one hour prior to the
deadline for the other Banks, in the case of a LIBOR Auction or (y) 15
minutes prior to the deadline for the other Banks, in the case of an Absolute
Rate Auction.  Subject to Articles 3
and 6, any Money Market Quote so made shall be irrevocable except with the written
consent of the Administrative Agent given on the instructions of Carlisle.


(ii)           Each Money Market Quote
shall be in substantially the form of Exhibit D hereto and shall in any
case specify:



 15
 









(A)          the
proposed date of Borrowing,


(B)           the
principal amount of the Money Market Loan for which each such offer is being
made, which principal amount (1) may be greater than or less than the
Commitment of the quoting Bank, (2) must be $5,000,000 or a larger
multiple of $1,000,000, (3) may not exceed the principal amount of Money
Market Loans for which offers were requested and (4) may be subject to an
aggregate limitation as to the principal amount of Money Market Loans for which
offers being made by such quoting Bank may be accepted,


(C)           in the
case of a LIBOR Auction, the margin above or below the applicable London
Interbank Offered Rate (the “Money Market
Margin”) offered for each such Money Market Loan, expressed as a
percentage (specified to the nearest 1/10,000th of 1%) to be added to or
subtracted from such offered rate,


(D)          in the
case of an Absolute Rate Auction, the rate of interest per annum (specified to
the nearest 1/10,000th of 1%) (the “Money
Market Absolute Rate”) offered for each such Money Market Loan, and


(E)           the
identity of the quoting Bank.


A Money Market Quote may
set forth up to five separate offers by the quoting Bank with respect to each
Interest Period specified in the related Invitation for Money Market Quotes.


(iii)          Any Money Market Quote
shall be disregarded if it:


(A)          is not
substantially in conformity with Exhibit D hereto or does not specify all
of the information required by subsection (d)(ii) above;


(B)           contains
qualifying, conditional or similar language;


(C)           proposes
terms other than or in addition to those set forth in the applicable Invitation
for Money Market Quotes; or


(D)          arrives
after the time set forth in subsection (d)(i).


(e)           Notice to
Carlisle.  The Administrative
Agent shall promptly notify Carlisle of the terms (x) of any Money Market
Quote submitted by a Bank that is in accordance with subsection (d) and
(y) of any Money Market Quote that amends, modifies or is otherwise
inconsistent with a previous Money Market Quote submitted by such Bank with
respect to the same Money Market Quote Request. 
Any such subsequent Money Market Quote shall be disregarded by the
Administrative Agent unless such subsequent Money Market Quote is submitted
solely to correct a manifest error in such former Money Market Quote.  The Administrative Agent’s notice to Carlisle
shall specify (A) the aggregate principal amount of Money Market Loans for
which offers have been received for each Interest Period specified in the
related Money Market Quote Request, (B) the respective principal amounts
and Money Market Margins or Money Market Absolute Rates, as the case may be, so
offered and (C) if applicable, limitations on the aggregate principal
amount of Money Market Loans for which offers in any single Money Market Quote
may be accepted.


(f)            Acceptance
and Notice by Co-Borrowers. 
Not later than 10:30 A.M. (New York City time) on (x) the
third Euro–Dollar Business Day prior to the proposed date of Borrowing, in the
case of a LIBOR Auction or (y) the proposed date of Borrowing, in the case
of an Absolute Rate Auction (or, in either case, such other time or date as
Carlisle and the Administrative Agent shall have mutually agreed 



 16
 









and shall have notified to the Banks not later than the date of the
Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction
for which such change is to be effective), Carlisle shall notify the
Administrative Agent of its acceptance or non–acceptance of the offers so
notified to it pursuant to subsection (e). 
In the case of acceptance, such notice (a “Notice of Money Market Borrowing”) shall specify the aggregate
principal amount of offers for each Interest Period that are accepted.  Carlisle may accept any Money Market Quote in
whole or in part; provided that:


(i)            the aggregate
principal amount of each Money Market Borrowing may not exceed the applicable
amount set forth in the related Money Market Quote Request;


(ii)           the principal amount of
each Money Market Borrowing must be $10,000,000 or a larger multiple of
$1,000,000;


(iii)          acceptance of offers may
only be made on the basis of ascending Money Market Margins or Money Market
Absolute Rates, as the case may be; and


(iv)          Carlisle may not accept
any offer that is described in subsection (d)(iii) or that otherwise fails
to comply with the requirements of this Agreement.


(g)           Allocation
by Administrative Agent.  If
offers are made by two or more Banks with the same Money Market Margins or
Money Market Absolute Rates, as the case may be, for a greater aggregate
principal amount than the amount in respect of which such offers are accepted
for the related Interest Period, the principal amount of Money Market Loans in
respect of which such offers are accepted shall be allocated by the
Administrative Agent among such Banks as nearly as possible (in multiples of
$1,000,000, as the Administrative Agent may deem appropriate) in proportion to
the aggregate principal amounts of such offers. 
Determinations by the Administrative Agent of the amounts of Money
Market Loans shall be conclusive in the absence of manifest error.


SECTION 2.04.  Notice to Banks: 
Funding of Loans.


(a)           Upon receipt of a
Notice of Borrowing, the Administrative Agent shall promptly notify each Bank
of the contents thereof and of such Bank’s share (if any) of such Borrowing and
such Notice of Borrowing shall not thereafter be revocable by either Co-Borrower.


(b)           Not later than
12:00 Noon (New York City time) on the date of each Borrowing, each Bank
participating therein shall make available its share of such Borrowing, in
Federal or other funds immediately available in New York City, to the
Administrative Agent at its address referred to in Section 9.01; provided that Swingline Loans shall be made as provided in
Section 2.05.  Unless the
Administrative Agent determines that any applicable condition specified in
Article 3 has not been satisfied, the Administrative Agent will make the
funds so received from the Banks available to the applicable Co-Borrower at the
Administrative Agent’s aforesaid address provided that a
Base Rate Borrowing made to finance the reimbursement of an
LC Disbursement as provided in Section 2.17(e) shall be remitted by
the Administrative Agent to the applicable Issuing Bank.


(c)           Unless the
Administrative Agent shall have received notice from a Bank prior to the date
of any Borrowing that such Bank will not make available to the Administrative
Agent such Bank’s share of such Borrowing, the Administrative Agent may assume
that such Bank has made such share available to the Administrative Agent on the
date of such Borrowing in accordance with subsection (b) of this Section
and the Administrative Agent may, in reliance upon such assumption, make
available to the applicable Co-Borrower on such date a corresponding
amount.  If and to the extent that such
Bank shall not have so made such share available to the Administrative Agent,
such Bank on the one hand and the Co-Borrowers jointly and severally on the
other, severally agree to repay to the 



 17
 









Administrative Agent forthwith on demand such corresponding amount
together with interest thereon, for each day from the date such amount is made
available to the applicable Co-Borrower until the date such amount is repaid to
the Administrative Agent, at the Federal Funds Rate.  If such Bank shall repay to the
Administrative Agent such corresponding amount, such amount so repaid shall
constitute such Bank’s Loan included in such Borrowing for purposes of this
Agreement.


SECTION 2.05.  Swingline Borrowings.


(a)           Subject to the terms
and conditions set forth herein, the Swingline Bank agrees to make Swingline
Loans to the Co-Borrowers from time to time during the Revolving Credit Period,
in an aggregate principal amount at any time outstanding that will not result
in (i) the aggregate principal amount of outstanding Swingline Loans
exceeding $25,000,000 or (ii) the sum of the total Revolving Exposures exceeding
the total Commitments; provided that
the Swingline Bank shall not be required to make a Swingline Loan to refinance
an outstanding Swingline Loan.  Within
the foregoing limits and subject to the terms and conditions set forth herein,
the Co-Borrowers may borrow, prepay and reborrow Swingline Loans.


(b)           Swingline
Loan Requests.  To request a
Swingline Loan, Carlisle shall notify the Administrative Agent of such request
by telephone (confirmed by telecopy), not later than 12:00 noon, New York City
time, on the day of a proposed Swingline Loan. 
Each such notice shall be irrevocable and shall specify the requested
date (which shall be a Business Day), amount of the requested Swingline Loan
and the Co-Borrower on whose account such Swingline Loan is being made.  The Administrative Agent will promptly advise
the Swingline Bank of any such notice received from Carlisle.  The Swingline Bank shall make each Swingline
Loan available to the applicable Co-Borrower by means of a credit to the
general deposit account of such Co-Borrower with the Swingline Bank (or, in the
case of a Swingline Loan made to finance the reimbursement of an LC
Disbursement as provided in Section 2.17(e), by remittance to the
applicable Issuing Bank) by 3:00 p.m., New York City time, on the requested
date of such Swingline Loan.  Each
Swingline Loan shall be in an amount that is an integral multiple of $100,000
and not less than $500,000.


(c)           Participations
in Swingline Loans.  The
Swingline Bank may by written notice given to the Administrative Agent not
later than 10:30 A.M. (New York City time) on any Business Day require the
Banks to acquire participations on such Business Day in all or a portion of the
Swingline Loans outstanding.  Such notice
shall specify the aggregate amount of Swingline Loans in which Banks will
participate.  Promptly upon receipt of
such notice, the Administrative Agent will give notice thereof to each Bank,
specifying in such notice such Bank’s Applicable Percentage of such Swingline
Loan or Loans.  Each Bank hereby absolutely
and unconditionally agrees, upon receipt of notice as provided above, to pay to
the Administrative Agent, for the account of the Swingline Bank, such Bank’s
Applicable Percentage of such Swingline Loan or Loans.  Each Bank acknowledges and agrees that its
obligation to acquire participations in Swingline Loans pursuant to this
paragraph is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including the occurrence and continuance of a Default
or reduction or termination of the Commitments, and that each such payment
shall be made without any offset, abatement, withholding or reduction
whatsoever.  Each Bank shall comply with
its obligation under this paragraph by wire transfer of immediately available
funds, in the same manner as provided in Section 2.04 with respect to
Loans made by such Bank (and Section 2.04 shall apply, mutatis mutandis, to the payment obligations of the Banks),
and the Administrative Agent shall promptly pay to the Swingline Bank the
amounts so received by it from the Banks. 
The Administrative Agent shall notify Carlisle of any participations in
any Swingline Loan acquired pursuant to this paragraph, and thereafter payments
in respect of such Swingline Loan shall be made to the Administrative Agent and
not to the Swingline Bank.  Any amounts
received by the Swingline Bank from the Co-Borrowers (or other party on behalf
of the Co-Borrowers) in respect of a Swingline Loan after receipt by the
Swingline Bank of the 



 18
 









proceeds of a sale of participations therein shall be promptly remitted
to the Administrative Agent; any such amounts received by the Administrative
Agent shall be promptly remitted by the Administrative Agent to the Banks that
shall have made their payments pursuant to this paragraph and to the Swingline
Bank, as their interests may appear; provided that
any such payment so remitted shall be repaid to the Swingline Bank or to the
Administrative Agent, as applicable, if and to the extent such payment is
required to be refunded for any reason. 
The purchase of participations in a Swingline Loan pursuant to this
paragraph shall not relieve either Co-Borrower of any default in the payment
thereof.


SECTION 2.06.  Repayment of Loans; Evidence of Debt.


(a)           The Co-Borrowers
jointly and severally hereby unconditionally promise to pay (i) to the
Administrative Agent for the account of each Bank the then unpaid principal
amount of each Committed Loan on the Termination Date, (ii) to the
Administrative Agent for the account of each Bank the then unpaid principal
amount of each Money Market Loan on the last day of the Interest Period
applicable to such Loan and (iii) to the Administrative Agent for the benefit
of the Swingline Bank the then unpaid principal amount of each Swingline Loan
on the earlier of the Termination Date and the first date after such Swingline
Loan is made that is the 15th or last day of a calendar month and is at least
two Business Days after such Swingline Loan is made; provided
that on each date that a Committed Loans or Money Market Loan is made, the
Co-Borrowers shall repay all Swingline Loans then outstanding.


(b)           Each Bank shall
maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of the Co-Borrowers to such Bank resulting from
each Loan made by such Bank, including the amounts of principal and interest
payable and paid to such Bank from time to time hereunder.


(c)           The Administrative
Agent shall maintain accounts in which it shall record (i) the amount of
each Borrowing made hereunder, the type thereof and the Interest Period
applicable thereto, (ii) the amount of any principal or interest due and
payable or to become due and payable from the Co-Borrowers to each Bank
hereunder and (iii) the amount of any sum received by the Administrative
Agent hereunder for the account of the Banks and each Bank’s share thereof.


(d)           The entries made in the
accounts maintained pursuant to paragraph (b) or (c) of this Section
shall be prima facie evidence of the existence
and amounts of the obligations recorded therein; provided
that the failure of any Bank or the Administrative Agent to maintain such
accounts or any error therein shall not in any manner affect the joint and
several obligation of the Co-Borrowers to repay the Loans in accordance with the
terms of this Agreement.


(e)           Any Bank may request
that Loans made by it be evidenced by a promissory note.  In such event, the Co-Borrowers shall
prepare, execute and deliver to such Bank a promissory note payable to the
order of such Bank (or, if requested by such Bank, to such Bank and its
registered assigns) and in substantially the form of Exhibit A
hereto.  Thereafter, the Loans evidenced
by such promissory note and interest thereon shall at all times (including
after assignment pursuant to Section 9.06) be represented by one or more
promissory notes in such form payable to the order of the payee named therein
(or, if such promissory note is a registered note, to such payee and its
registered assigns).


SECTION 2.07.  Maturity of Loans.


(a)           Each Committed Loan
shall mature, and the principal amount thereof shall be due and payable
(together with interest accrued thereon), on the Termination Date.



 19
 









(b)           Each Money Market Loan
shall mature, and the principal amount thereof shall be due and payable
(together with interest accrued thereon), on the last day of the Interest
Period applicable thereto.


(c)           Each Swingline Loan
shall mature, and the principal amount thereof shall be due and payable
(together with interest accrued thereon) as provided in Section 2.06(a)(iii)
and Section 2.08.


SECTION 2.08.  Interest Rates.


(a)           Each Base Rate Loan
(including each Swingline Loan, which may only accrue interest under the terms
of this clause (a)) shall bear interest on the outstanding principal amount
thereof, for each day from the date such Loan is made until it becomes due, at
a rate per annum equal to the Base Rate for such day plus the Base Margin.  Such interest shall be payable quarterly in
arrears on each Quarterly Payment Date and on the Termination Date and, with
respect to the principal amount of any Base Rate Loan that is prepaid or
converted to a CD Loan or Euro–Dollar Loan, on the date of such prepayment or
conversion; provided that interest on Swingline
Loans shall be due and payable on the day that such Swingline Loan is required
to be repaid.  Any overdue principal of
or interest on any Base Rate Loan shall bear interest, payable on demand, for
each day until paid at a rate per annum equal to the sum of 2% plus the rate
otherwise applicable to Base Rate Loans for such day.


(b)           Each CD Loan shall bear
interest on the outstanding principal amount thereof, for each day during each
Interest Period applicable thereto, at a rate per annum equal to the sum of the
CD Margin for such day plus the Adjusted CD Rate applicable to such Interest
Period; provided that if any CD Loan shall, as a
result of clause (2)(b) of the definition of Interest Period, have an
Interest Period of less than 30 days, such CD Loan shall bear interest during
such Interest Period at the rate applicable to Base Rate Loans during such
period.  Such interest shall be payable
for each Interest Period on the last day thereof and, if such Interest Period
is longer than 90 days, at intervals of 90 days after the first day thereof
and, with respect to the principal amount of any CD Loan that is prepaid or
converted to a Base Rate Loan or Euro–Dollar Loan, on the date of such
prepayment or conversion.  Any overdue
principal of or interest on any CD Loan shall bear interest, payable on demand,
for each day until paid at a rate per annum equal to the sum of 2% plus the
higher of (i) the sum of the CD Margin for such day plus the Adjusted CD
Rate applicable to such Loan on the day before such payment was due and
(ii) the rate applicable to Base Rate Loans for such day.


The “Adjusted CD Rate”
applicable to any Interest Period means a rate per annum determined pursuant to
the following formula:


	
  ACDR =

  	
   

  	
  [CDBR]*

  
	
   

  	
   

  	
  [———]+ AR

  
	
   

  	
   

  	
  [1.00 – DRP]

  
	
   

  	
   

  	
   

  
	
  ACDR = Adjusted CD Rate

  
	
  CDBR = CD Base Rate

  
	
  DRP = Domestic Reserve Percentage

  
	
  AR = Assessment Rate

  



 






*The amount in brackets being rounded upward, if
necessary, to the next higher 1/100 of l%


The “CD Base Rate”
applicable to any Interest Period is the rate of interest determined by the
Administrative Agent to be the average (rounded upward, if necessary, to the
next higher 1/100 of 1%) of the prevailing rates per annum bid at
10:00 A.M. (New York City time) (or as soon thereafter as practicable) on
the first day of such Interest Period by two or more New York certificate of
deposit 



 20
 









dealers of
recognized standing for the purchase at face value from the CD Reference Bank
of its certificates of deposit in an amount comparable to the principal amount
of the CD Loan of such CD Reference Bank to which such Interest Period applies
and having a maturity comparable to such Interest Period.


“Domestic
Reserve Percentage” means for any day that percentage (expressed as
a decimal) which is in effect on such day, as prescribed by the Board of
Governors of the Federal Reserve System (or any successor) for determining the
maximum reserve requirement (including without limitation any basic,
supplemental or emergency reserves) for a member bank of the Federal Reserve
System in New York City with deposits exceeding five billion dollars in respect
of new non–personal time deposits in dollars in New York City having a maturity
comparable to the related Interest Period and in an amount of $100,000 or
more.  The Adjusted CD Rate shall be
adjusted automatically on and as of the effective date of any change in the
Domestic Reserve Percentage.


“Assessment Rate” means
for any day the annual assessment rate in effect on such day which is payable
by a member of the Bank Insurance Fund classified as adequately capitalized and
within supervisory subgroup ”A” (or a comparable successor assessment risk
classification) within the meaning of 12 C.F.R. § 327.4(a) (or any
successor provision) to the Federal Deposit Insurance Corporation (or any
successor) for such Corporation’s (or such successor’s) insuring time deposits
at offices of such institution in the United States.  The Adjusted CD Rate shall be adjusted
automatically on and as of the effective date of any change in the Assessment
Rate.


(c)           Each Euro–Dollar Loan
shall bear interest on the outstanding principal amount thereof, for each day
during each Interest Period applicable thereto, at a rate per annum equal to
the sum of the Euro–Dollar Margin for such day plus the Adjusted London
Interbank Offered Rate applicable to such Interest Period.  Such interest shall be payable for each
Interest Period on the last day thereof and, if such Interest Period is longer
than three months, at intervals of three months after the first day thereof
and, with respect to the principal amount of any Euro–Dollar Loan or CD Loan
that is prepaid or converted to a Base Rate Loan, on the date of such
prepayment or conversion.


The “Adjusted
London Interbank Offered Rate” applicable to any Interest Period
means a rate per annum equal to the quotient obtained (rounded upward, if
necessary, to the next higher 1/100 of 1%) by dividing (i) the applicable
London Interbank Offered Rate by (ii) 1.00 minus the Euro–Dollar Reserve
Percentage.


The “London
Interbank Offered Rate” means, with respect to any Euro–Dollar
Borrowing for any Interest Period, the rate appearing on Page 3750 of the
Dow Jones Market Service (or on any successor or substitute page of such
Service, or any successor to or substitute for such Service, providing rate
quotations comparable to those currently provided on such page of such Service,
as determined by the Administrative Agent from time to time for purposes of
providing quotations of interest rates applicable to dollar deposits in the
London interbank market) at approximately 11:00 a.m., London time, two
Euro–Dollar Business Days prior to the commencement of such Interest Period, as
the rate for dollar deposits with a maturity comparable to such Interest
Period.  In the event that such rate is
not available at such time for any reason, then the “London Interbank Offered
Rate” with respect to such Euro–Dollar Borrowing for such Interest Period shall
be the rate at which dollar deposits of $5,000,000 and for a maturity
comparable to such Interest Period are offered by the principal London office
of JPMorgan Chase Bank, N.A. in immediately available funds in the London
interbank market at approximately 11:00 a.m., London time, two Euro–Dollar
Business Days prior to the commencement of such Interest Period.


“Euro–Dollar Reserve
Percentage” means for any day that percentage (expressed as a
decimal) which is in effect on such day, as prescribed by the Board of
Governors of the Federal Reserve System (or 



 21
 









any successor) for
determining the maximum reserve requirement for a member bank of the Federal
Reserve System in New York City with deposits exceeding five billion dollars in
respect of “Eurocurrency liabilities” (or in respect of any other category of
liabilities which includes deposits by reference to which the interest rate on
Euro–Dollar Loans is determined or any category of extensions of credit or
other assets which includes loans by a non–United States office of any Bank to
United States residents).  The Adjusted
London Interbank Offered Rate shall be adjusted automatically on and as of the
effective date of any change in the Euro–Dollar Reserve Percentage.


(d)           Any overdue principal
of or interest on any Euro–Dollar Loan shall bear interest, payable on demand,
for each day until paid at a rate per annum equal to the higher of (i) the
sum of 2% plus the Euro–Dollar Margin for such day plus the Adjusted London
Interbank Offered Rate applicable to such Loan on the day before such payment
was due and (ii) the sum of 2% plus the Euro–Dollar Margin for such day
plus the quotient obtained (rounded upward, if necessary, to the next higher
1/100 of 1%) by dividing (x) the average (rounded upward, if necessary, to
the next higher 1/16 of 1%) of the respective rates per annum at which one day
(or, if such amount due remains unpaid more than three Euro–Dollar Business
Days, then for such other period of time not longer than three months as the
Administrative Agent may select) deposits in dollars in an amount approximately
equal to such overdue payment due to the Euro–Dollar Reference Bank are offered
to the Euro–Dollar Reference Bank in the London interbank market for the
applicable period determined as provided above by (y) 1.00 minus the Euro–Dollar
Reserve Percentage (or, if the circumstances described in clause (a) or
(b) of Section 8.01 shall exist, at a rate per annum equal to the sum of
2% plus the rate applicable to Base Rate Loans for such day).


(e)           Subject to
Section 8.01, each Money Market LIBOR Loan shall bear interest on the
outstanding principal amount thereof, for the Interest Period applicable
thereto, at a rate per annum equal to the sum of the London Interbank Offered
Rate for such Interest Period (determined in accordance with
Section 2.08(c) as if the related Money Market LIBOR Borrowing were a
Committed Euro–Dollar Borrowing) plus (or minus) the Money Market Margin quoted
by the Bank making such Loan in accordance with Section 2.03.  Each Money Market Absolute Rate Loan shall
bear interest on the outstanding principal amount thereof, for the Interest
Period applicable thereto, at a rate per annum equal to the Money Market
Absolute Rate quoted by the Bank making such Loan in accordance with
Section 2.03.  Such interest shall
be payable for each Interest Period on the last day thereof and, if such
Interest Period is longer than three months, at intervals of three months after
the first day thereof.  Any overdue
principal of or interest on any Money Market Loan shall bear interest, payable
on demand, for each day until paid at a rate per annum equal to the sum of 2%
plus the Base Rate for such day.


(f)            The Administrative
Agent shall determine each interest rate applicable to the Loans
hereunder.  The Administrative Agent
shall give prompt notice to Carlisle and the participating Banks of each rate
of interest so determined, and its determination thereof shall be conclusive in
the absence of manifest error.


SECTION 2.09.  Fees. 
(a) The Co-Borrowers shall jointly and severally pay to the
Administrative Agent for the account of the Banks ratably a facility fee at the
Facility Fee Rate (determined daily in accordance with the Pricing
Schedule).  Such facility fee shall
accrue (i) from and including the Effective Date to but excluding the date
of termination of the Commitments in their entirety, on the daily aggregate
amount of the Commitments (whether used or unused) and (ii) from and
including such date of termination to but excluding the date the Revolving
Exposure shall be repaid or no longer outstanding, on the daily aggregate
outstanding amount of the Revolving Exposure. 
Accrued fees under this subsection shall be payable quarterly in arrears
on each Quarterly Payment Date and on the date of termination of the
Commitments in their entirety (and, if later, the date the Revolving Exposure
shall be repaid or no loner outstanding).



 22
 









(b)           The Co-Borrowers
jointly and severally agree to pay (i) to the Administrative Agent for the
account of each Bank a participation fee with respect to its participations in
Letters of Credit, which shall accrue at the Euro–Dollar Margin on the average
daily amount of such Bank’s LC Exposure (excluding any portion thereof
attributable to unreimbursed LC Disbursements) during the period from and
including the Effective Date to but excluding the later of the date on which
such Bank’s Commitment terminates and the date on which such Bank ceases to
have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which
shall accrue at the rate of 1/8 % per annum on the average daily amount of the
LC Exposure (excluding any portion thereof attributable to unreimbursed LC
Disbursements) attributable to the Letters of Credit issues by each such
Issuing Bank during the period from and including the Effective Date to but
excluding the later of the date of termination of the Commitments and the date
on which there ceases to be any such LC Exposure, as well as each Issuing Bank’s
standard fees with respect to the issuance, amendment, renewal or extension of
any Letter of Credit or processing of drawings thereunder.  Participation fees and fronting fees accrued through
and including the last day of March, June, September and December of each year
shall be payable on the third Business Day following such last day, commencing
on the first such date to occur after the Effective Date; provided
that all such fees shall be payable on the date on which the Commitments
terminate and any such fees accruing after the date on which the Commitments
terminate shall be payable on demand. 
Any other fees payable to an Issuing Bank pursuant to this paragraph
shall be payable within 10 days after demand.


(c)           All fees payable
hereunder shall be paid on the dates due, in immediately available funds, to
the Administrative Agent (or to the applicable Issuing Bank, in the case of
fees payable to it) for distribution, in the case of facility fees and
participation fees, to the Banks.


SECTION 2.10.  Optional Termination or Reduction of Commitments.  During the Revolving Credit Period, Carlisle
may, upon at least three Domestic Business Days’ notice to the Administrative
Agent, (i) terminate the Commitments at any time, if no Loans or Letters
of Credit are outstanding at such time or (ii) ratably reduce from time to
time by an aggregate amount of $10,000,000 or a larger multiple of $1,000,000,
the aggregate amount of the Commitments in excess of the aggregate outstanding
Revolving Exposure.  Promptly after
receiving a notice pursuant to this subsection, the Administrative Agent shall
notify each Bank of the contents thereof. 
Any termination or reduction of the Commitments shall be permanent.


SECTION 2.11.  Mandatory Termination of Commitments.  The Commitments shall terminate on the
Termination Date and any Loans then outstanding (together with accrued interest
thereon) shall be due and payable on such date.


SECTION 2.12.  Optional Prepayments.


(a)           Subject in the case of
Fixed Rate Loans to Section 2.14, the Co-Borrowers may (i) upon at
least one Domestic Business Day’s notice to the Administrative Agent, prepay
any Group of Domestic Loans (or any Money Market Borrowing bearing interest at
the Base Rate pursuant to Section 8.01 but not including Swingline Loans
under this sentence), or (ii) upon at least three Euro–Dollar Business Days’
notice to the Administrative Agent, prepay any Group of Euro–Dollar Loans, in
each case in whole at any time, or from time to time in part in amounts
aggregating $10,000,000 or any larger multiple of $1,000,000, by paying the
principal amount to be prepaid together with interest accrued thereon to the
date of prepayment.  Each such optional
prepayment shall be applied to prepay ratably the Loans of the several Banks
included in such Group of Loans (or such Money Market Borrowing).  By notice given not later than
12:00 Noon (New York City time) on the date of prepayment, the
Co-Borrowers may prepay any Swingline Loan in whole at any time, or from time
to time in part in amounts 



 23
 









aggregating $500,000 or any larger multiple of $100,000, by paying the
principal amount to be prepaid together with interest accrued thereon to the
date of prepayment.


(b)           Except as provided in
Section 2.12(a), the Co-Borrowers may not prepay all or any portion of the
principal amount of any Money Market Loan prior to the maturity thereof.


(c)           Upon receipt of a
notice of prepayment pursuant to this Section, the Administrative Agent shall
promptly notify each Bank of the contents thereof and of such Bank’s ratable
share (if any) of such prepayment and such notice shall not thereafter be
revocable by the Co-Borrowers.


SECTION 2.13.  General Provisions as to Payments.  (a) The Co-Borrowers shall make each
payment hereunder (whether of principal of, interest fees, reimbursement of all
LC Disbursements and amounts payable under Article 8), not later than
12:00 Noon (New York City time) on the date when due, in Federal or other
funds immediately available in New York City, to (unless otherwise provided
herein) the Administrative Agent at its address referred to in
Section 9.01 and without reduction by reason of any set–off or
counterclaim.  The Administrative Agent
will promptly distribute to the parties entitled thereto its ratable share of
each such payment received by the Administrative Agent for the account of the
Banks or the applicable Issuing Bank. 
Whenever any payment of principal of, or interest on, the Domestic Loans
or of fees shall be due on a day which is not a Domestic Business Day, the date
for payment thereof shall be extended to the next succeeding Domestic Business
Day.  Whenever any payment of principal
of, or interest on, the Euro–Dollar Loans or Money Market LIBOR Loans shall be
due on a day which is not a Euro–Dollar Business Day, the date for payment
thereof shall be extended to the next succeeding Euro–Dollar Business Day
unless such Euro–Dollar Business Day falls in another calendar month, in which
case the date for payment thereof shall be the next preceding Euro–Dollar
Business Day.  Whenever any payment of
principal of, or interest on, the Money Market Absolute Rate Loans shall be due
on a day which is not a Euro–Dollar Business Day, the date for payment thereof
shall be extended to the next succeeding Euro–Dollar Business Day.  If the date for any payment of principal is
extended by operation of law or otherwise, interest thereon shall be payable
for such extended time.


(b)           Unless the
Administrative Agent shall have received notice from Carlisle prior to the date
on which any payment is due to the Banks or an Issuing Bank hereunder that the
Co-Borrowers will not make such payment in full, the Administrative Agent may
assume that the Co-Borrowers have made such payment in full to the
Administrative Agent on such date and the Administrative Agent may, in reliance
upon such assumption, cause to be distributed to each Bank or the applicable
Issuing Bank, as applicable, on such due date an amount equal to the amount
then due such Bank or the applicable Issuing Bank, as applicable.  If and to the extent that the Co-Borrowers
shall not have so made such payment, each Bank and each Issuing Bank shall
repay to the Administrative Agent forthwith on demand such amount distributed
to it together with interest thereon, for each day from the date such amount is
distributed until the date such Bank or Issuing Bank, as applicable, repays
such amount to the Administrative Agent, at the Federal Funds Rate.


SECTION 2.14.  Funding Losses.  If either Co-Borrower makes any payment of
principal with respect to any Fixed Rate Loan or any Fixed Rate Loan is
converted to a different type of Loan (whether such payment or conversion is
pursuant to Article 2, 6 or 8 or otherwise) on any day other than the last
day of an Interest Period applicable thereto, or the last day of an applicable
period fixed pursuant to Section 2.08(d), or if the Co-Borrowers fails to
borrow, prepay, convert or continue any Fixed Rate Loan after notice has been
given to any Bank in accordance with Section 2.04(a), 2.12(c) or 2.16(c),
the Co-Borrowers shall jointly and severally reimburse each Bank within 15 days
after demand for any resulting loss or expense incurred by it (or by an
existing or prospective Participant in the related Loan), including (without
limitation) any loss incurred in obtaining, liquidating or employing deposits
from third parties, but excluding loss of margin for the period after such
payment or conversion or failure to borrow, prepay, 



 24
 









convert or continue; provided
that such Bank shall have delivered to Carlisle a certificate as to the amount
of such loss or expense, along with such supplemental information as Carlisle
may reasonably request, which certificate shall be conclusive in the absence of
manifest error.


SECTION 2.15.  Computation of Interest and Fees.  Interest based on the Prime Rate hereunder
shall be computed on the basis of a year of 365 days (or 366 days in a leap
year) and paid for the actual number of days elapsed (including the first day
but excluding the last day).  All other
interest and fees shall be computed on the basis of a year of 360 days and paid
for the actual number of days elapsed (including the first day but excluding
the last day).


SECTION 2.16.  Method of Electing Interest Rates.  (a) The Loans included in each Committed
Borrowing shall bear interest initially at the type of rate specified by
Carlisle in the applicable Notice of Committed Borrowing.  Thereafter, Carlisle may from time to time
elect to change or continue the type of interest rate borne by each Group of
Loans (subject to Section 2.16(d) and the provisions of Article 8),
as follows:


(i)            if such Loans are Base
Rate Loans, Carlisle may elect to convert such Loans to CD Loans as of any
Domestic Business Day or to Euro–Dollar Loans as of any Euro–Dollar Business
Day; and


(ii)           if such Loans are CD
Loans, Carlisle may elect to convert such Loans to Base Rate Loans as of any
Domestic Business Day, or convert such Loans to Euro–Dollar Loans as of any
Euro–Dollar Business Day or continue such Loans as CD Loans, as of the end of
any Interest Period applicable thereto, for an additional Interest Period,
subject to Section 2.14 if any such conversion is effective on any day
other than the last day of an Interest Period applicable to such Loans; and


(iii)          if such Loans are Euro–Dollar
Loans, Carlisle may elect to convert such Loans to Base Rate Loans as of any
Domestic Business Day, or convert such Loans to CD Loans as of any Euro–Dollar
Business Day or may elect to continue such Loans as Euro–Dollar Loans, as of
the end of any Interest Period applicable thereto, for an additional Interest
Period, subject to Section 2.14 if any such conversion is effective on any
day other than the last day of an Interest Period applicable to such Loans.


Each such election shall
be made by delivering a notice (a “Notice of Interest Rate
Election”) to the Administrative Agent not later than
10:30 A.M. (New York City time): 
(A) in the case of conversion to or continuation of a Euro–Dollar Loan,
on the third Euro–Dollar Business Day before the conversion or continuation
selected in such notice is to be effective; (B) in the case of conversion
to or continuation of a CD Rate Loan, on the second Domestic Business Day
before such conversion or continuation is to be effective; and (C)  in the
case of conversion to a Base Rate Loan, on the Domestic Business Day of the
conversion.  A Notice of Interest Rate
Election may, if it so specifies, apply to only a portion of the aggregate
principal amount of the relevant Group of Loans; provided
that (i) such portion is allocated ratably among the Loans comprising such
Group and (ii) the portion to which such Notice applies, and the remaining
portion to which it does not apply, are each at least $10,000,000 (unless such
portion is comprised of Base Rate Loans). 
If no such notice is timely received before the end of an Interest
Period for any Group of Euro–Dollar Loans, the Co-Borrowers shall be deemed to
have elected that such Group of Loans be converted to Base Rate Loans at the
end of such Interest Period.


(b)           Each Notice of Interest
Rate Election shall specify:


(i)            the Group of Loans (or
portion thereof) to which such notice applies;



 25
 









(ii)           the date on which the
conversion or continuation selected in such notice is to be effective, which
shall comply with the applicable clause of Section 2.16(a);


(iii)          if the Loans comprising
such Group are to be converted, the new type of Loans and, if the Loans
resulting from such conversion are to be CD Loans or Euro–Dollar Loans, the duration
of the next succeeding Interest Period applicable thereto; and


(iv)          if such Loans are to be
continued as CD Loans or Euro–Dollar Loans for an additional Interest Period,
the duration of such additional Interest Period.


Each Interest Period
specified in a Notice of Interest Rate Election shall comply with the
provisions of the definition of Interest Period.


(c)           Promptly after
receiving a Notice of Interest Rate Election from Carlisle pursuant to
Section 2.15(a), the Administrative Agent shall notify each Bank of the
contents thereof and such notice shall not thereafter be revocable by Carlisle.


(d)           Carlisle shall not be
entitled to elect to convert any Committed Loans to, or continue any Committed
Loans for an additional Interest Period as, CD Loans or Euro–Dollar Loans if
(i) the aggregate principal amount of any Group of CD Loans or Euro–Dollar
Loans created or continued as a result of such election would be less than
$10,000,000 or (ii) a Default shall have occurred and be continuing when
Carlisle delivers notice of such election to the Administrative Agent.


(e)           If any Committed Loan
is converted to a different type of Loan, the Co-Borrowers shall jointly and
severally pay, on the date of such conversion, the interest accrued to such
date on the principal amount being converted.


(f)            This section shall not
apply to Swingline Loans.  Swingline
Loans shall accrue interest as Base Rate Loans and the Co-Borrowers may not at
any time elect to change the type of interest rate borne by the Swingline Loans.


SECTION 2.17.  Letters of Credit.  (a) General.  Subject to the terms and conditions set forth
herein, Carlisle may request the issuance of letters of credit for the account
of one or more of the Co-Borrowers, in a form reasonably acceptable to the
Administrative Agent and the applicable Issuing Bank, at any time and from time
to time during the Revolving Credit Period.


(b)           Notice of
Issuance, Amendment, Renewal, Extension; Certain Conditions.  To request the issuance of a letter of credit
(or the amendment, renewal or extension of an outstanding Letter of Credit),
Carlisle shall hand deliver or telecopy (or transmit by electronic
communication, if arrangements for doing so have been approved by the
applicable Issuing Bank) to the applicable Issuing Bank and the Administrative
Agent (reasonably in advance of the requested date of issuance, amendment,
renewal or extension) a notice requesting the issuance of a Letter of Credit,
or identifying the Letter of Credit to be amended, renewed or extended, and
specifying the date of issuance, amendment, renewal or extension (which shall
be a Domestic Business Day), the date on which such Letter of Credit is to
expire (which shall comply with paragraph (c) of this Section), the amount
of such Letter of Credit, the name and address of the beneficiary thereof and
such other information as shall be necessary to prepare, amend, renew or extend
such Letter of Credit.  If requested by
the applicable Issuing Bank in connection with any request for a Letter of
Credit, the Co-Borrowers also shall submit a letter of credit application on
the applicable Issuing Bank’s standard form (with such changes thereto as may
be acceptable to the applicable Issuing Bank and the Co-Borrowers).  In the event of any inconsistency between the
terms and conditions of this Agreement and the terms and conditions of any form
of letter of credit application or other agreement submitted by the
Co-Borrowers to, or entered into by the Co-Borrowers with, the applicable 



 26
 









Issuing Bank relating to any Letter of Credit, the terms and conditions
of this Agreement shall control.  A
Letter of Credit shall be issued, amended, renewed or extended only if (and
upon issuance, amendment, renewal or extension of each Letter of Credit the
Co-Borrowers shall be deemed to represent and warrant that), after giving
effect to such issuance, amendment, renewal or extension (i) the LC
Exposure shall not exceed $50,000,000 and (ii) the total Revolving
Exposures shall not exceed the total Commitments.


(c)           Expiration
Date.  Each Letter of Credit
shall expire no later than the date that is five Domestic Business Days prior
to the Termination Date.


(d)           Participations.  By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof, or with respect
to the Letters of Credit outstanding on the Effective Date, as of the Effective
Date) and without any further action on the part of any Issuing Bank or the
Banks, each Issuing Bank hereby grants to each Bank, and each Bank hereby
acquires from each Issuing Bank, a participation in such Letter of Credit equal
to such Bank’s Applicable Percentage of the aggregate amount available to be
drawn under such Letter of Credit.  In
consideration and in furtherance of the foregoing, each Bank hereby absolutely
and unconditionally agrees to pay to the Administrative Agent, for the account
of each Issuing Bank, such Bank’s Applicable Percentage of each LC Disbursement
made by such Issuing Bank and not reimbursed by the Co-Borrowers on the date
due as provided in paragraph (e) of this Section, or of any reimbursement
payment required to be refunded to either Co-Borrower for any reason.  Each Bank acknowledges and agrees that its
obligation to acquire participations pursuant to this paragraph in respect of
Letters of Credit is absolute and unconditional and shall not be affected by
any circumstance whatsoever, including any amendment, renewal or extension of
any Letter of Credit or the occurrence and continuance of a Default or
reduction or termination of the Commitments, and that each such payment shall
be made without any offset, abatement, withholding or reduction whatsoever.


(e)           Reimbursement.  If an Issuing Bank shall make any
LC Disbursement in respect of a Letter of Credit, the Co-Borrowers shall
jointly and severally reimburse such LC Disbursement by paying to the
Administrative Agent an amount equal to such LC Disbursement not later
than 12:00 noon, New York City time, on the date that such
LC Disbursement is made, if Carlisle shall have received notice of such LC Disbursement
prior to 10:00 A.M., New York City time, on such date, or, if such notice
has not been received by Carlisle prior to such time on such date, then not
later than 12:00 noon, New York City time on the Domestic Business Day immediately
following the day that Carlisle receives such notice; provided
that Carlisle may, subject to the conditions to borrowing set forth herein,
request in accordance with Section 2.02 or Section 2.05(b) that such
payment be financed with a Base Rate Borrowing (including a Swingline Loan) in
an equivalent amount and, to the extent so financed, the Co-Borrowers’
obligation to make such payment shall be discharged and replaced by the
resulting Base Rate Borrowing.  If the
Co-Borrowers fail to make such payment when due, the Administrative Agent shall
notify each Bank of the applicable LC Disbursement, the payment then due
from the Co-Borrowers in respect thereof and such Bank’s Applicable Percentage
thereof.  Promptly following receipt of
such notice, each Bank shall pay to the Administrative Agent its Applicable
Percentage of the payment then due from the Co-Borrowers, in the same manner as
provided in Section 2.04 with respect to Loans made by such Bank (and
Section 2.04 shall apply, mutatis  mutandis, to the payment obligations of the Banks), and the
Administrative Agent shall promptly pay to the applicable Issuing Bank the
amounts so received by it from the Banks. 
Promptly following receipt by the Administrative Agent of any payment
from the Co-Borrowers pursuant to this paragraph, the Administrative Agent
shall distribute such payment to the applicable Issuing Bank or, to the extent
that Banks have made payments pursuant to this paragraph to reimburse the
applicable Issuing Bank, then to such Banks and the applicable Issuing Bank as
their interests may appear.  Any payment
made by a Bank pursuant to this paragraph to reimburse an Issuing Bank for any
LC Disbursement (other than the funding of Base Rate Borrowing as
contemplated above) 



 27
 









shall not constitute a Loan and shall not relieve the Co-Borrowers of
their joint and several obligation to reimburse such LC Disbursement.


(f)            Obligations
Absolute.  Each Co-Borrower’s
obligation to reimburse LC Disbursements as provided in paragraph (e) of
this Section shall, subject to the following sentence, be joint, several,
absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of (i) any lack of validity or enforceability
of any Letter of Credit or this Agreement, or any term or provision therein,
(ii) any draft or other document presented under a Letter of Credit
proving to be forged, fraudulent or invalid in any respect or any statement
therein being untrue or inaccurate in any respect, (iii) payment by an
Issuing Bank under a Letter of Credit against presentation of a draft or other
document that does not comply with the terms of such Letter of Credit, or
(iv) any other event or circumstance whatsoever, whether or not similar to
any of the foregoing, that might, but for the provisions of this Section,
constitute a legal or equitable discharge of, or provide a right of setoff
against, a Co-Borrower’s obligations hereunder. 
Neither the Administrative Agent, the Banks nor any Issuing Bank, nor
any of their Indemnitees shall have any liability or responsibility by reason
of or in connection with the issuance or transfer of any Letter of Credit or
any payment or failure to make any payment thereunder (irrespective of any of
the circumstances referred to in the preceding sentence), or any error,
omission, interruption, loss or delay in transmission or delivery of any draft,
notice or other communication under or relating to any Letter of Credit
(including any document required to make a drawing thereunder), any error in
interpretation of technical terms or any consequence arising from causes beyond
the control of an Issuing Bank; provided that
the foregoing shall not be construed to excuse an Issuing Bank from liability
to a Co-Borrower to the extent of any damages (but excluding consequential
damages, claims in respect of which are hereby waived by each Co-Borrower to
the extent permitted by applicable law) suffered by such Co-Borrower that are
caused by or attributable to an Issuing Bank’s failure to exercise care when
determining whether drafts and other documents presented under a Letter of
Credit comply with the terms thereof. 
The parties hereto expressly agree that, in the absence of gross negligence
or willful misconduct on the part of an Issuing Bank (as finally determined by
a court of competent jurisdiction), each Issuing Bank shall be deemed to have
exercised care in each such determination. 
In furtherance of the foregoing and without limiting the generality thereof,
the parties agree that, with respect to documents presented which appear on
their face to be in substantial compliance with the terms of a Letter of
Credit, an Issuing Bank may, in its sole discretion, either accept and make
payment upon such documents without responsibility for further investigation,
unless the applicable Issuing Bank has notice or information to the contrary,
or refuse to accept and make payment upon such documents if such documents are
not in strict compliance with the terms of such Letter of Credit.


(g)           Disbursement
Procedures.  Each Issuing Bank
shall, promptly following its receipt thereof, examine all documents purporting
to represent a demand for payment under each one of its Letters of Credit.  Each Issuing Bank shall promptly notify the
Administrative Agent and Carlisle of a demand for payment under a Letter of
Credit it has issued and whether it has made or will make an
LC Disbursement thereunder; provided that
any failure to give or delay in giving such notice shall not relieve the
Co-Borrowers of their joint and several obligation to reimburse the applicable
Issuing Bank and the Banks with respect to any such LC Disbursement.


(h)           Interim
Interest.  If an Issuing Bank
shall make any LC Disbursement, then, unless the Co-Borrowers shall
reimburse such LC Disbursement in full on the date such
LC Disbursement is made, the unpaid amount thereof shall bear interest,
for each day from and including the date such LC Disbursement is made to
but excluding the date that the Co-Borrowers reimburses such
LC Disbursement, at the rate per annum then applicable to Base Rate
Borrowings; provided that, if the Co-Borrowers fail
to reimburse such LC Disbursement when due pursuant to paragraph (e)
of this Section, then the last sentence of Section 2.08(a) shall
apply.  Interest accrued pursuant to this
paragraph 



 28
 









shall be for the account of the applicable Issuing Bank, except that
interest accrued on and after the date of payment by any Bank pursuant to
paragraph (e) of this Section to reimburse the applicable Issuing Bank
shall be for the account of such Bank to the extent of such payment.


(i)            Replacement
of an Issuing Bank.  Any
Issuing Bank may be replaced at any time by written agreement among Carlisle,
the Administrative Agent, the replaced Issuing Bank and the successor Issuing
Bank.  The Administrative Agent shall
notify the Banks of any such replacement of an Issuing Bank.  At the time any such replacement shall become
effective, the Co-Borrowers shall jointly and severally pay all unpaid fees
accrued for the account of the replaced Issuing Bank pursuant to this
Section 2.17 and Article 8. 
From and after the effective date of any such replacement, (i) the
successor Issuing Bank shall have all the rights and obligations of the
replaced Issuing Bank under this Agreement with respect to Letters of Credit to
be issued thereafter and (ii) references herein to the term “Issuing Bank”
shall be deemed to include such successor or to any previous Issuing Bank, or
to such successor and all previous Issuing Banks, as the context shall
require.  After the replacement of an
Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto
and shall continue to have all the rights and obligations of an Issuing Bank
under this Agreement with respect to Letters of Credit issued by it prior to
such replacement.


(j)            Cash
Collateralization.  If any
Event of Default shall occur and be continuing, on the Domestic Business Day
that Carlisle receives notice from the Administrative Agent or the Required Banks
(or, if the maturity of the Loans has been accelerated, Banks with
LC Exposure representing greater than 51% of the total LC Exposure)
demanding the deposit of cash collateral pursuant to this paragraph, the
Co-Borrowers shall jointly and severally deposit in an account with the
Administrative Agent, in the name of the Administrative Agent and for the
benefit of the Banks, an amount in cash equal to the LC Exposure as of such
date plus any accrued and unpaid interest thereon; provided
that the obligation to deposit such cash collateral shall become effective
immediately, and such deposit shall become immediately due and payable, without
demand or other notice of any kind, upon the occurrence of any Event of Default
with respect to either Co-Borrower described in clause (g) or (h) of
Article 6.  Each such deposit shall be held by the Administrative
Agent as collateral for the payment and performance of the Obligations.  The Administrative Agent shall have exclusive
dominion and control, including the exclusive right of withdrawal, over such
account.  Other than any interest earned
on the investment of such deposits, which investments shall be made at the
option and sole discretion of the Administrative Agent and at the Co-Borrowers’
risk and expense, such deposits shall not bear interest.  Interest or profits, if any, on such
investments shall accumulate in such account. 
Moneys in such account shall be applied by the Administrative Agent to
reimburse the Issuing Banks for LC Disbursements which have not been
reimbursed and, to the extent not so applied, shall be held for the
satisfaction of the reimbursement obligations of the Co-Borrowers for the
LC Exposure at such time or, if the maturity of the Loans has been
accelerated (but subject to the consent of the Required Banks), be applied to
satisfy other Obligations.  If the
Co-Borrowers are required to provide an amount of cash collateral hereunder as
a result of the occurrence of an Event of Default, such amount (to the extent
not applied as aforesaid) shall be returned to Carlisle within three Domestic
Business Days after all Events of Default have been cured or waived.


SECTION 2.18.  Increase of Commitments.  By written notice sent to the Administrative
Agent (which the Administrative Agent shall promptly distribute to the Banks),
Carlisle may request from time to time an increase of the aggregate amount of
the Commitments by an aggregate amount equal to any integral multiple of
$5,000,000 and not less than $10,000,000; provided
that (i) no Default shall have occurred and be continuing, (ii) the
aggregate amount of the Commitments shall not have been reduced, nor shall
Carlisle have given notice of any such reduction under Section 2.10,
(iii) the aggregate amount of the Commitments can not be increased pursuant
to this Section 2.18 more than three (3) times; and (iv) the
Commitments may not be increased to an aggregate amount that exceeds
$500,000,000.  No Bank 



 29
 









shall have any obligation to increase its Commitment.  A Bank’s decision whether to increase its Commitment
under this Section 2.18 if it is requested to do so shall be made in such
Bank’s sole and absolute disrection and any failure to respond to a request
shall be deemded to be a decsion by such Bank that it will not increase its
Commitment.  If one or more of the Banks
is not increasing its Commitment, then, with notice to the Administrative Agent
and the other Banks, another one or more financial institutions, each as
approved by the Co-Borrowers and the Administrative Agent (a “New Bank”), may commit to provide an amount
equal to the aggregate amount of the requested increase that will not be
provided by the existing Banks (the “Increase
Amount”); provided,
that the Commitment of each New Bank shall be at least $5,000,000 and the
maximum number of New Banks shall be three (3). 
Upon receipt of notice from the Administrative Agent to the Banks and
Carlisle that the Banks, or sufficient Banks and New Banks, have agreed to
commit to an aggregate amount equal to the Increase Amount (or such lesser
amount as the Co-Borrowers shall agree, which shall be at least $10,000,000 and
an integral multiple of $5,000,000 in excess thereof), then: provided that no Default exists at such
time or after giving effect to the requested increase, the Co-Borrowers, the
Administrative Agent and the Banks willing to increase their respective
Commitments and the New Banks (if any) shall execute and deliver an Increased Commitment Supplement (herein so
called) in the form attached as Exhibit G hereto.  If all existing Banks shall not have provided
their pro rata portion of the requested increase, on the effective date of the
Increased Commitment Supplement the Banks shall make advances among themselves
(which may be through the Administrative Agent) so that after giving effect thereto
the Committed Loans will be held by the Banks, pro rata in accordance with
their respective Applicable Percentages hereunder.  The advances made under this Section by each
Bank whose Applicable Percentage is new or has increased under the Increased Commitment
Supplement (as compared to its Applicable Percentage prior to the effectiveness
of the Increased Commitment Supplement) shall be deemed to be a purchase of a
corresponding amount of the Committed Loans of the Bank or Banks whose
Applicable Percentage has decreased (as compared to its Applicable Percentage
prior to the effectiveness of the Increased Commitment Supplement).  The advances made under this Section shall be
Base Rate Borrowings made under each Bank’s Commitment unless another type of Borrowing
is selected by Carlisle to be applicable thereto.


SECTION 2.19.  Carlisle As Agent for CMC.  CMC hereby irrevocably appoints Carlisle as
its agent hereunder for the purposes of acting on its behalf in connection with
this Agreement as specified herein including for the purpose of requesting,
converting and continuing Borrowings and authorizes Carlisle to take such
actions on its behalf and to exercise such powers on its behalf as are
delegated to Carlisle by the terms hereof, together with such actions and
powers as are reasonably incidental thereto.


SECTION 2.20.  Co-Borrowers’ Acknowledgment of Benefit and Liability.  Each Co-Borrower expressly acknowledges that
it has benefited and will benefit, directly and indirectly, from each and every
Loan and Letter of Credit, whether or not such Co-Borrower is or was the actual
borrower in respect of such Loan or on whose actual account such Letter of
Credit was issued and hereby acknowledges and undertakes, together with the
other Co-Borrower, joint and several liability for the punctual payment when
due, whether at stated maturity, by acceleration or otherwise, of all
Obligations.  Each Co-Borrower hereby
acknowledges that the Loan Documents to which the Co-Borrowers are a party are
each the independent and several obligation of each Co-Borrower and may be
enforced against each Co-Borrower separately, whether or not enforcement of any
right or remedy hereunder has been sought against the other Co-Borrower.  Each Co-Borrower further agrees that its
liability hereunder and under the other Loan Documents shall be absolute,
unconditional, continuing and irrevocable. 
Each Co-Borrower expressly waives any requirement that the
Administrative Agent or any Bank exhaust any right, power or remedy and
proceeds against the other Co-Borrower under this Agreement or under any other
Loan Document, or against any other Person under any guaranty of, or security
for, any of the Obligations.



 30
 









SECTION 2.21.  Limitation of CMC Liability.  Anything contained in this Agreement to the
contrary notwithstanding, if any Fraudulent Transfer Law (as hereinafter
defined) is determined by a court of competent jurisdiction to be applicable to
the obligations of CMC under the Loan Documents, such obligations of CMC shall
be limited to a maximum aggregate amount equal to the largest amount that would
not render its obligations under the Loan Documents subject to avoidance as a
fraudulent transfer or conveyance under Section 544 of the United States
Bankruptcy Code or any applicable provisions of comparable state law
(collectively, the “Fraudulent
Transfer Laws”), in each case after giving effect to all other
liabilities of CMC, contingent or otherwise, that are relevant under the
Fraudulent Transfer Laws (specifically excluding, however, any liabilities of
CMC in respect of intercompany indebtedness to Carlisle or other Affiliates of
Carlisle to the extent that such indebtedness would be discharged in an amount
equal to the amount paid by CMC under the Loan Documents) and after giving
effect as an asset to the value (as determined under the applicable provisions
of the Fraudulent Transfer Laws) of any rights to subrogation, reimbursement,
indemnification or contribution of CMC pursuant to applicable law or pursuant
to the terms of any agreement (including without limitation any such rights of
contribution under Section 2.22).


SECTION 2.22.  Contribution; Subrogation.  The Co-Borrowers desire to
allocate among themselves, in a fair and equitable manner, their obligations
arising under the Loan Documents. 
Accordingly, in the event any payment or distribution is made by a
Co-Borrower under any Loan Document (a “Funding Obligor”) that exceeds its Fair Share
(as defined below), that Funding Obligor shall be entitled to a contribution
from the other Co-Borrower in the amount of such Co-Borrower’s Fair Share
Shortfall (as defined below), with the result that all such contributions will
cause each Co-Borrower’s Aggregate Payments (as defined below) to equal its
Fair Share.  “Fair Share” means,
with respect to a Co-Borrower as of any date of determination, an amount equal
to (i) the ratio of (x) the Adjusted Maximum Amount (as defined
below) with respect to such Co-Borrower to (y) the aggregate of the
Adjusted Maximum Amounts with respect to all Co-Borrowers, multiplied  by
(ii) the aggregate amount paid or distributed on or before such date by
all Funding Obligors under the Loan Documents in respect of the
Obligations.  “Fair Share Shortfall”
means, with respect to a Co-Borrower as of any date of determination, the
excess, if any, of the Fair Share of such Co-Borrower over the Aggregate
Payments of such Co-Borrower.  “Adjusted Maximum Amount”
means, with respect to a Co-Borrower as of any date of determination, the
maximum aggregate amount of the obligations of such Co-Borrower under the Loan
Documents, in each case determined in accordance with the provisions hereof and
thereof (including the provisions of Section 2.21); provided that, solely for purposes of
calculating the Adjusted Maximum Amount with respect to any Co-Borrower for
purposes of this Section, the assets or liabilities arising by virtue of any
rights to or obligations of contribution hereunder shall not be considered as
assets or liabilities of such Co-Borrower. 
“Aggregate
Payments” means, with respect to a Co-Borrower as of any date of
determination, the aggregate amount of all payments and distributions made on
or before such date by such Co-Borrower in respect of the Loan Documents
(including, in respect of this Section or any similar provision contained in
any other Loan Documents).  The amounts
payable as contributions hereunder shall be determined as of the date on which
the related payment or distribution is made by the applicable Funding Obligor.  The allocation among Co-Borrowers of their
obligations as set forth in this Section shall not be construed in any way to
limit the liability of any Co-Borrower under any Loan Document.  In the event a payment is made by a
Co-Borrower in excess of its Fair Share, then such Co-Borrower shall be subrogated
to the rights then held by Administrative Agent with respect to the Obligations
to the extent to which the Obligations were discharged by such Co-Borrower and,
in addition, upon payment by such Co-Borrower of any sums to Administrative
Agent hereunder in excess of its Fair Share, all rights of such Co-Borrower
against the other Co-Borrower arising as a result therefrom by way of right or
subrogation, reimbursement, or otherwise shall in all respects be subordinate
and junior in right of payment to the prior indefeasible payment in full of the
Obligations.



 31
 









SECTION 2.23.  Joint and Several Obligations Absolute.  If acceleration of the time for
payment of any amount payable by a Co-Borrower under the Obligations is stayed
upon the insolvency, bankruptcy, or reorganization of the other Co-Borrower,
all such amounts otherwise subject to acceleration shall nonetheless be payable
by the other Co-Borrower hereunder forthwith on demand by Administrative
Agent.  Each Co-Borrower hereby agrees
that its joint and several liability for the Obligations of the other
Co-Borrower (the “Other
Obligations”) shall not be released, discharged, diminished,
impaired, reduced, or affected for any reason or by the occurrence of any
event, including, without limitation, one or more of the following events,
whether or not with notice to or the consent of any Co-Borrower:  (a) the taking or accepting of
collateral as security for any or all of the Other Obligations or the release,
surrender, exchange, or subordination of any collateral now or hereafter
securing any or all of the Other Obligations; (b) any partial release of
the liability of any Co-Borrower hereunder, or the full or partial release of
any Co-Borrower from liability for any or all of the Other Obligations; (c) any
disability of any other Co-Borrower, or the dissolution, insolvency, or
bankruptcy of the other Co-Borrower or any other party at any time liable
for the payment of any or all of the Other Obligations; (d) any renewal,
extension, modification, waiver, amendment, or rearrangement of any or all of
the Other Obligations or any instrument, document, or agreement evidencing,
securing, or otherwise relating to any or all of the Other Obligations;
(e) any adjustment, indulgence, forbearance, waiver, or compromise that
may be granted or given by Administrative Agent or any Bank to any other
Obligor or any other party ever liable for any or all of the Other Obligations;
(f) any neglect, delay, omission, failure, or refusal of Administrative
Agent or any Bank to take or prosecute any action for the collection of any of
the Other Obligations or to foreclose or take or prosecute any action in
connection with any instrument, document, or agreement evidencing, securing, or
otherwise relating to any or all of the Other Obligations; (g) the
unenforceability or invalidity of any or all of the Other Obligations or of any
instrument, document, or agreement evidencing, securing, or otherwise relating
to any or all of the Other Obligations; (h) any payment by the other Co-Borrower
or any other party to Administrative Agent or any Bank is held to constitute a
preference under applicable bankruptcy or insolvency law or if for any other
reason Administrative Agent or any Bank is required to refund any payment or
pay the amount thereof to someone else; (i) the settlement or compromise
of any of the Other Obligations; (j) the non–perfection of any security
interest or lien securing any or all of the Other Obligations; (k) any
impairment of any collateral securing any or all of the Other Obligations;
(l) the failure of Administrative Agent or any Bank to sell any collateral
securing any or all of the Other Obligations in a commercially reasonable
manner or as otherwise required by law; (m) any change in the corporate
existence, structure, or ownership of the other Co-Borrower; or (n) any
other circumstance which might otherwise constitute a defense available to, or
discharge of, either Co-Borrower (other than payment of the Other Obligations).


SECTION 2.24.  Subordination. 
Each Co-Borrower hereby agrees that the Subordinated
Indebtedness (as defined below) shall be subordinate and junior in right of
payment to the prior payment in full in cash of the Obligations.  The Subordinated Indebtedness shall not be
payable, and no payment of principal, interest or other amounts on account
thereof, and no property or guarantee of any nature to secure or pay the
Subordinated Indebtedness shall be made or given, directly or indirectly by or
on behalf of any Subordination Party (hereafter defined) or received, accepted,
retained or applied by either Co-Borrower unless and until the Obligations have
been fully paid in cash; except  that when no Event of Default
exists, a Co-Borrower shall have the right to receive payments on the
Subordinated Indebtedness made in the ordinary course of business.  When an Event of Default exists, no payments
of principal or interest may be made or given, directly or indirectly, by or on
behalf of any Subordination Party or received, accepted, retained or applied by
any Co-Borrower unless and until the Obligations have been fully paid in
cash.  If any sums shall be paid to a
Co-Borrower by any Subordination Party or any other Person on account of the
Subordinated Indebtedness when such payment is not permitted hereunder, such
sums shall be held in trust by such Co-Borrower for the benefit of
Administrative Agent and the Banks and shall forthwith be paid to
Administrative Agent without affecting the liability of either Co-Borrower
under this Agreement and may be applied by Administrative Agent against the
Obligations in accordance 



 32
 









with this
Agreement.  For purposes of this
Agreement and with respect to a Co-Borrower, the term “Subordinated Indebtedness”
means all indebtedness, liabilities, and obligations of the other Co-Borrower (herein
a “Subordination Party”) to such Co-Borrower, whether such
indebtedness, liabilities, and obligations now exist or are hereafter incurred
or arise, or are direct, indirect, contingent, primary, secondary, several,
joint and several, or otherwise, and irrespective of whether such indebtedness,
liabilities, or obligations are evidenced by a note, contract, open account, or
otherwise, and irrespective of the Person or Persons in whose favor such
indebtedness, obligations, or liabilities may, at their inception, have been,
or may hereafter be created, or the manner in which they have been or may
hereafter be acquired by such Co-Borrower. 
Each Co-Borrower agrees that any and all Liens (including any judgment
liens), upon any Subordination Party’s assets securing payment of any
Subordinated Indebtedness shall be and remain inferior and subordinate to any
and all Liens upon any Subordination Party’s assets securing payment of the
Obligations or any part thereof, regardless of whether such Liens in favor of a
Co-Borrower, Administrative Agent or any Bank presently exist or are hereafter
created or attached.  Without the prior
written consent of Administrative Agent, no Co-Borrower shall (i) file
suit against any Subordination Party or exercise or enforce any other creditor’s
right it may have against any Subordination Party, or (ii) foreclose,
repossess, sequester, or otherwise take steps or institute any action or
proceedings (judicial or otherwise, including without limitation the
commencement of, or joinder in, any liquidation, bankruptcy, rearrangement,
debtor’s relief or insolvency proceeding) to enforce any obligations of any
Subordination Party to such Co-Borrower or any Liens held by such Co-Borrower
on assets of any Subordination Party.  In
the event of any receivership, bankruptcy, reorganization, rearrangement,
debtor’s relief, or other insolvency proceeding involving any Subordination
Party as debtor, Administrative Agent shall have the right to prove and vote
any claim under the Subordinated Indebtedness and to receive directly from the
receiver, trustee or other court custodian all dividends, distributions, and
payments made in respect of the Subordinated Indebtedness until the Obligations
have been paid in full in cash. 
Administrative Agent may apply any such dividends, distributions, and
other payments against the Obligations in accordance with this Agreement.


ARTICLE 3


CONDITIONS


SECTION 3.01. 
Closing.  The effectiveness of this Agreement to amend
and restate the Prior Agreement is subject to the condition precedent that the
Administrative Agent shall have received each of the following, each dated the
Effective Date unless otherwise indicated or not applicable:


(a)           a counterpart of this Agreement signed on
behalf of each party hereto or written evidence satisfactory to the
Administrative Agent (which may include telecopy transmission of a signed
signature page of this Agreement) that such party has signed a counterpart of
this Agreement;


(b)           an opinion of Steven J.
Ford, Esq., Vice President, Secretary and General Counsel of Carlisle,
substantially in the form of Exhibit E hereto and covering such additional
matters relating to the transactions contemplated hereby as the Required Banks
may reasonably request;


(c)           all fees and other
amounts due and payable on or prior to the Effective Date, including, without
limitation, the upfront fees Carlisle and the Administrative Agent have agreed
to pay to each Bank, all unpaid interest and fees accrued under the Prior
Agreement through the Effective Date and any amounts due under
Section 2.14 of the Prior Agreement as a result of the termination of the
interest periods thereunder; and


(d)           all documents the
Administrative Agent may reasonably request relating to the existence of the
Co-Borrowers, the corporate authority for and the validity of the Loan
Documents and any other matters relevant hereto, all in form and substance
satisfactory to the Administrative Agent.



 33
 









The Administrative Agent
shall promptly notify Carlisle and the Banks of the Effective Date, and such
notice shall be conclusive and binding on all parties hereto; provided that unless the Administrative Agent notifies
Carlisle and the Banks to the contrary, the Effective Date shall be the date of
this Agreement.


SECTION 3.02.  Borrowings.  The obligation of each Bank to make a Loan on
the occasion of any Borrowing, and any agreement of an Issuing Bank to consider
issuing, amending, renewing or extending any Letter of Credit, is subject to
the satisfaction of the following conditions:


(a)           the fact that the
Effective Date shall have occurred on or prior to July 31, 2007;


(b)           receipt by the
Administrative Agent of a Notice of Borrowing as required by Section 2.02
or Section 2.03, as the case may be, if a Loan is requested or if an
issuance, amendment, renewal or extention of a Letter of Credit is requested,
receipt by the Administrative Agent and the applicable Issuing Bank of a
request therefor under the terms of Section 2.17(b) or if a Swingline Loan
is requested, receipt by the Administrative Agent and Swingline Bank of a
request therefor under the terms of Section 2.05(b);


(c)           the fact that,
immediately after such Borrowing or the issuance, amendment, renewal or
extension of such Letter of Credit, the aggregate Revolving Exposure will not
exceed the aggregate amount of the Commitments;


(d)           the fact that,
immediately before and after such Borrowing or the issuance, amendment, renewal
or extension of such Letter of Credit, no Default shall have occurred and be
continuing, and


(e)           the fact that the representations
and warranties of Carlisle contained in this Agreement shall be true in all
material respects on and as of the date of such Borrowing or the date of
issuance, amendment, renewal or extension of such Letter of Credit.


Each Borrowing and each
issuance, amendment, renewal or extension of a Letter of Credit hereunder shall
be deemed to be a representation and warranty by Carlisle on the date of such
Borrowing or the date of such issuance, amendment, renewal or extension, as
applicable, as to the facts specified in clauses (c), (d) and (e) of this
Section.


SECTION 3.03.  Effective Date Advances and Adjustments.  On the Effective Date, the aggregate amount
of the revolving commitments under the Prior Agreement is changed hereunder but
not all Banks are participating in the Commitments based on their pro rata
percentages established under the Prior Agreement.  As a result, any committed loans outstanding
under the Prior Agreement which are continued hereunder will not be held pro
rata by the Banks in accordance with their Applicable Percentages determined
hereunder.  To remedy the foregoing, on
the Effective Date, upon fulfillment of the conditions in Section 3.01 and
if there are any committed loans outstanding under the Prior Agreement, the
Banks shall make advances among themselves (which may be through the
Administrative Agent) so that after giving effect thereto the Committed Loans
will be held by the Banks, pro rata in accordance with their respective
Applicable Percentages hereunder.  The
advances made on the Effective Date under this Section by each Bank whose
Applicable Percentage is new or has increased under this Agreement (as compared
to its applicable percentage under the Prior Agreement) shall be deemed to be a
purchase of a corresponding amount of the Loans of the Bank or Banks whose
Applicable Percentage has decreased (as compared to its applicable percentage
under the Prior Agreement).  The advances
made under this Section shall be Base Rate Borrowings made under each Bank’s
Commitment unless another type of Borrowing is selected by Carlisle to be
applicable thereto.



 34















ARTICLE 4

REPRESENTATIONS AND WARRANTIES


Carlisle represents and warrants that:


SECTION 4.01. 
Corporate Existence and Power.  Each Co-Borrower is a corporation duly
incorporated, validly existing and in good standing under the laws of the
jurisdiction of its incorporation, and has all corporate powers and all
material governmental licenses, authorizations, consents and approvals required
to carry on its business as now conducted.


SECTION 4.02.  Corporate and Governmental Authorization; No
Contravention.  The execution,
delivery and performance by each Co-Borrower of this Agreement and the other
Loan Documents are within the corporate powers of each Co-Borrower, have been
duly authorized by all necessary corporate action, require no action by or in
respect of, or filing with, any governmental body, agency or official and do
not contravene, or constitute a default under, any provision of applicable law
or regulation or of the certificate of incorporation or by–laws of either
Co-Borrower or of any agreement, judgment, injunction, order, decree or other
instrument binding upon Carlisle or any of its Material Subsidiaries or result
in the creation or imposition of any Lien on any asset of Carlisle or any of
its Material Subsidiaries.


SECTION 4.03.  Binding Effect.  This Agreement constitutes a valid and
binding agreement of each Co-Borrower and each Note, when executed and
delivered in accordance with this Agreement, will constitute a valid and
binding obligation of each Co-Borrower, in each case enforceable in accordance
with its terms, except as the same may be limited by bankruptcy, insolvency or
similar laws affecting creditors’ rights generally and by general principles of
equity.


SECTION 4.04.  Financial Information.  (a) The consolidated balance sheet of
Carlisle and its Consolidated Subsidiaries as of December 3l, 2006 and the
related consolidated statements of cash flow, earnings and shareholders’ equity
for the fiscal year then ended, set forth in Carlisle’s 2006 Form 10–K, a copy
of which has been delivered to each of the Banks, fairly present, in conformity
with generally accepted accounting principles, the consolidated financial
position of Carlisle and its Consolidated Subsidiaries as of such date and
their consolidated results of operations and cash flows for such fiscal year.


(b)         From
December 31, 2006 to the date of this Agreement, there has been no
material adverse change in the business, financial position, results of
operations or prospects of Carlisle and its Consolidated Subsidiaries,
considered as a whole.


SECTION 4.05.  Litigation.  There is no action, suit or proceeding
pending against, or to the knowledge of Carlisle threatened against or
affecting, Carlisle or any of its Subsidiaries before any court or arbitrator
or any governmental body, agency or official in which there is a reasonable
possibility of an adverse decision which could materially adversely affect the
business, consolidated financial position or consolidated results of operations
of Carlisle and its Consolidated Subsidiaries, considered as a whole, or which
in any manner draws into question the validity or enforceability of this
Agreement or the Notes.


SECTION 4.06.  Compliance with ERISA.  Each member of the ERISA Group has fulfilled
its obligations under the minimum funding standards of ERISA and the Internal
Revenue Code with respect to each Plan and is in compliance in all material
respects with the presently applicable provisions of ERISA and the Internal
Revenue Code with respect to each Plan. 
No member of the ERISA Group has (i) sought a waiver of the minimum
funding standard under Section 412 of the Internal Revenue Code in respect
of any Plan, (ii) failed to make any contribution or payment to any Plan
or Multiemployer Plan or in respect of any Benefit Arrangement, or made any
amendment to any Plan or Benefit Arrangement, which has resulted or could
result in the imposition of a Lien or the posting of a bond or other security 



 35
 









under ERISA or the Internal Revenue Code or (iii) incurred any
liability under Title IV of ERISA other than a liability to the PBGC for
premiums under Section 4007 of ERISA.


SECTION 4.07.  Environmental Matters.  In the ordinary course of its business,
Carlisle conducts an ongoing review of the effect of Environmental Laws on the
business, operations and properties of Carlisle and its Subsidiaries, in the
course of which it identifies and evaluates associated liabilities and costs
(including, without limitation, any capital or operating expenditures required
for clean–up or closure of properties presently or previously owned, any
capital or operating expenditures required to achieve or maintain compliance
with environmental protection standards imposed by law or as a condition of any
license, permit or contract, any related constraints on operating activities,
including any periodic or permanent shutdown of any facility or reduction in
the level of or change in the nature of operations conducted thereat, any costs
or liabilities in connection with off site disposal of wastes or Hazardous
Substances, and any actual or potential liabilities to third parties, including
employees, and any related costs and expenses). 
On the basis of this review, Carlisle has reasonably concluded that such
associated liabilities and costs, including the costs of compliance with
Environmental Laws, are unlikely to have a material adverse effect on the
business, financial condition, results of operations or prospects of Carlisle
and its Consolidated Subsidiaries, considered as a whole.


SECTION 4.08.  Taxes. 
Carlisle and its Subsidiaries have filed all United States Federal
income tax returns and all other material tax returns which are required to be
filed by them and have paid all taxes due pursuant to such returns or pursuant
to any assessment received by Carlisle or any Subsidiary except such taxes and
charges as may be contested in good faith by appropriate proceedings.  The charges, accruals and reserves on the
books of Carlisle and its Subsidiaries in respect of taxes or other governmental
charges are, in the opinion of Carlisle, adequate.


SECTION 4.09.  Subsidiaries.  Each of Carlisle’s corporate Subsidiaries is
a corporation duly incorporated, validly existing and in good standing under
the laws of its jurisdiction of incorporation, and has all corporate powers and
all material governmental licenses, authorizations, consents and approvals
required to carry on its business as now conducted except where failure to have
such powers, licenses, authorizations, consents or approvals could not
reasonably be expected to have a Material Adverse Effect.  Material Subsidiaries in existence as of the
Effective Date are listed on Schedule 4.09 hereto.


SECTION 4.10.  No Regulatory Restrictions on Borrowing.  Neither Co-Borrowers is an “investment
company” within the meaning of the Investment Company Act of 1940, as amended
or otherwise subject to any regulatory scheme which restricts its ability to
incur debt.


SECTION 4.11.  Full Disclosure.  All information heretofore furnished by
Carlisle to the Administrative Agent or Bank for purposes of or in connection
with this Agreement or any transaction contemplated hereby is, and all such
information hereafter furnished by Carlisle to the Administrative Agent or Bank
will be, true and accurate in all material respects on the date as of which such
information is stated or certified. 
Carlisle has disclosed to the Banks in writing any and all facts which,
in the reasonable judgment of Carlisle, materially and adversely affect or may
affect (to the extent Carlisle can now reasonably foresee), the business,
operations or financial condition of Carlisle and its Consolidated
Subsidiaries, taken as a whole, or the ability of the Co-Borrowers to perform
their respective obligations under this Agreement.


ARTICLE 5

COVENANTS


Until the
Commitments have expired or been terminated and the principal of and interest
on each Loan and all fees payable hereunder shall have been paid in full and
all Letters of Credit shall have 



 36
 









expired or terminated and
all LC Disbursements shall have been reimbursed, Carlisle covenants and
agrees with the Banks that:


SECTION 5.01.  Information.  Carlisle will furnish to each of the Banks:


(a)           as soon as available
and in any event within 90 days after the end of each fiscal year of Carlisle,
a consolidated balance sheet of Carlisle and its Consolidated Subsidiaries as
of the end of such fiscal year and the related consolidated statements of cash
flows, earnings and shareholders’ equity for such fiscal year, setting forth in
each case in comparative form the figures for the previous fiscal year, all
reported on in a manner acceptable to the Securities and Exchange Commission by
independent public accountants of nationally recognized standing;


(b)           as soon as available
and in any event within 45 days after the end of each of the first three
quarters of each fiscal year of Carlisle, a consolidated balance sheet of
Carlisle and its Consolidated Subsidiaries as of the end of such quarter and
the related consolidated statements of cash flows, earnings and shareholders’
equity for such quarter and for the portion of Carlisle’s fiscal year ended at
the end of such quarter, setting forth in the case of such statements of cash
flows, earnings and shareholders’ equity, in comparative form the figures for
the corresponding quarter and the corresponding portion of Carlisle’s previous
fiscal year, all certified (subject to normal year–end adjustments) as to
fairness of presentation, generally accepted accounting principles and
consistency by the chief financial officer or the chief accounting officer of
Carlisle;


(c)           simultaneously with the
delivery of each set of financial statements referred to in clauses (a)
and (b) above, a certificate of the chief financial officer or the chief
accounting officer of Carlisle (i) setting forth in reasonable detail the
calculations required to establish whether Carlisle was in compliance with the
requirements of Sections 5.09 to 5.12, inclusive, on the date of such
financial statements and (ii) stating whether any Default exists on the
date of such certificate and, if any Default then exists, setting forth the
details thereof and the action which Carlisle is taking or proposes to take
with respect thereto;


(d)           simultaneously with the
delivery of each set of financial statements referred to in clause (a)
above, a statement of the firm of independent public accountants which reported
on such statements (i) whether anything has come to their attention to
cause them to believe that any Default existed on the date of such statements
and (ii) confirming the calculations set forth in the officer’s
certificate delivered simultaneously therewith pursuant to clause (c)
above;


(e)           within five days after
any officer of Carlisle obtains actual knowledge of any Default, if such
Default is then continuing, a certificate of the chief financial officer or the
chief accounting officer of Carlisle setting forth the details thereof and the
action which Carlisle is taking or proposes to take with respect thereto;


(f)            promptly upon the
mailing thereof to the shareholders of Carlisle generally, copies of all
financial statements, reports and proxy statements so mailed;


(g)           promptly upon the
filing thereof, copies of all registration statements (other than the exhibits
thereto and any registration statements on Form S–8 or its equivalent) and reports
on Forms 10–K, 10–Q and 8–K (or their equivalents) which Carlisle shall have
filed with the Securities and Exchange Commission;


(h)           if and when any member
of the ERISA Group (i) gives or is required to give notice to the PBGC of
any “reportable event’’ (as defined in Section 4043 of ERISA) with respect
to any Plan which might constitute grounds for a termination of such Plan under
Title IV of ERISA, or knows 



 37
 









that the plan administrator of any Plan has given or is required to
give notice of any such reportable event, a copy of the notice of such
reportable event given or required to be given to the PBGC; (ii) receives
notice of complete or partial withdrawal liability under Title IV of ERISA
or notice that any Multiemployer Plan is in reorganization, is insolvent or has
been terminated, a copy of such notice; (iii) receives notice from the
PBGC under Title IV of ERISA of an intent to terminate, impose liability
(other than for premiums under Section 4007 of ERISA) in respect of, or
appoint a trustee to administer any Plan, a copy of such notice;
(iv) applies for a waiver of the minimum funding standard under
Section 412 of the Internal Revenue Code, a copy of such application;
(v) gives notice of intent to terminate any Plan under Section 4041(c)
of ERISA, a copy of such notice and other information filed with the PBGC;
(vi) gives notice of withdrawal from any Plan pursuant to
Section 4063 of ERISA, a copy of such notice, or (vii) fails to make
any payment or contribution to any Plan or Multiemployer Plan or in respect of
any Benefit Arrangement or makes any amendment to any Plan or Benefit
Arrangement which has resulted or could result in the imposition of a Lien or
the posting of a bond or other security, a certificate of the chief financial
officer or the chief accounting officer of Carlisle setting forth details as to
such occurrence and action, if any, which Carlisle or applicable member of the
ERISA Group is required or proposes to take; and


(i)           from time
to time such additional information regarding the financial position or
business of Carlisle and its Subsidiaries as the Administrative Agent, at the
request of any Bank, may reasonably request.


SECTION 5.02.  Payment of Obligations.  Carlisle will pay and discharge, and will
cause each Subsidiary to pay and discharge, at or before maturity, all their
respective material obligations and liabilities (including, without limitation,
tax liabilities and claims of materialmen, warehousemen and the like which if
unpaid might by law give rise to a Lien), except where the same may be
contested in good faith by appropriate proceedings, and will maintain, and will
cause each Subsidiary to maintain, in accordance with generally accepted
accounting principles, appropriate reserves for the accrual of any of the same.


SECTION 5.03.  Maintenance of Property; Insurance.  (a) Carlisle will keep, and will cause
each Subsidiary to keep, all property useful and necessary in its business in
good working order and condition, ordinary wear and tear excepted; provided that nothing in this Section
shall prevent Carlisle or any Subsidiary from disposing of any of its assets in
the ordinary course of business.


(b)         Carlisle
will, and will cause each of its Subsidiaries to, maintain (either in the name
of Carlisle or in such Subsidiary’s own name) with financially sound and
responsible insurance companies, insurance on all their respective properties
in at least such amounts, against at least such risks and with such risk
retention as are usually maintained, insured against or retained, as the case
may be, in the same general area by companies of established repute engaged in
the same or a similar business; and will furnish to the Banks, upon request
from the Administrative Agent, information presented in reasonable detail as to
the insurance so carried.


SECTION 5.04.  Conduct of Business and Maintenance of Existence.  Carlisle will preserve, renew and keep in
full force and effect, and will cause each Subsidiary to preserve, renew and
keep in full force and effect their respective corporate existence and their
respective rights, privileges and franchises necessary or desirable in the
normal conduct of business; provided
that nothing in this Section shall prohibit (i) the merger of a Subsidiary
into Carlisle or the merger or consolidation of a Subsidiary with or into
another Person if the corporation surviving such consolidation or merger is a
Subsidiary and if, in each case, after giving effect thereto, no Default shall
have occurred and be continuing or (ii) the termination of the corporate
existence of any Subsidiary if Carlisle in good faith determines that such
termination is in the best interest of Carlisle.



 38
 









SECTION 5.05.  Compliance with Laws.  Carlisle will comply, and cause each
Subsidiary to comply, in all material respects with all applicable laws,
ordinances, rules, regulations, and requirements of governmental authorities
(including, without limitation, Environmental Laws and ERISA and the rules and
regulations thereunder) except (x) where the necessity of compliance therewith
is contested in good faith by, appropriate proceedings or (y) where the
failure to comply could not reasonably be expected to have a Material Adverse
Effect.


SECTION 5.06.  Inspection of Property, Books and Records.  Carlisle will keep, and will cause each
Subsidiary to keep, proper books of record and account in which full, true and
correct entries shall be made of all dealings and transactions in relation to
its business and activities; and will permit, and will cause each Subsidiary to
permit, representatives of any Bank at such Bank’s expense to visit and inspect
any of their respective properties, to examine and make abstracts from any of
their respective books and records and to discuss their respective affairs,
finances and accounts with their respective officers, employees and independent
public accountants, all at such reasonable times and as often as may reasonably
be desired.


SECTION 5.07.  Mergers and Sales of Assets.  Carlisle will not (a) consolidate or
merge with or into any other Person or (b) sell, lease or otherwise
transfer, directly or indirectly, in any one transaction or in any series of
related transactions, in each case outside the ordinary course of business,
more than 15% of Consolidated Assets to any other Person or Persons; provided that (i) Carlisle may merge
with another Person if (x) Carlisle is the corporation surviving such
merger and (y) after giving effect to such merger, no Default shall have
occurred and be continuing;  and
(ii) Carlisle may sell accounts receivable and other rights to payment in
Permitted Securitization Transactions and the assets sold pursuant thereto
shall not be included as asset disposed of in the determining compliance with
the 15% limitation set forth above.


SECTION 5.08.  Use of Proceeds.  The proceeds of the Loans made under this
Agreement will be used by the Co-Borrowers for general corporate purposes
including, without limitation, to finance its working capital needs, to
refinance indebtedness (including, without limitation, the refinancing of obligations
outstanding in connection with industrial revenue bond financings) and to
finance acquisitions.  None of such
proceeds will be used, directly or indirectly, for the purpose, whether
immediate, incidental or ultimate, of buying or carrying any “margin stock”
within the meaning of Regulation U.


SECTION 5.09.  Negative Pledge.  Neither Carlisle nor any Subsidiary will
create, assume or suffer to exist any Lien on any asset (including Subsidiary
stock) now owned or hereafter acquired by it, except:


(a)          Liens
existing on the date of this Agreement securing Debt outstanding on the date of
this Agreement in an aggregate principal or face amount not exceeding
$40,000,000;


(b)         any Lien
existing on any asset of any Person at the time such Person becomes a Subsidiary
and not created in contemplation of such event;


(c)          any Lien
on any asset securing Debt incurred or assumed for the purpose of financing all
or any part of the cost of acquiring such asset, provided
that such Lien attaches to such asset concurrently with or within six months
after the acquisition thereof;


(d)         any Lien on
any asset of any Person existing at the time such Person is merged or
consolidated with or into Carlisle or a Subsidiary and not created in
contemplation of such event;



 39
 









(e)          any Lien existing
on any asset prior to the acquisition thereof by Carlisle or a Subsidiary and
not created in contemplation of such acquisition;


(f)          any Lien
arising out of the refinancing, extension, renewal or refunding of any Debt
secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured
by any additional assets;


(g)         Liens
arising in the ordinary course of its business which (i) do not secure
Debt or Derivatives Obligations, (ii) do not secure any obligation in an
amount exceeding 10% of Consolidated Tangible Net Worth and (iii) do not
in the aggregate materially detract from the value of its assets or materially
impair the use thereof in the operation of its business;


(h)         Liens on accounts
receivable, other rights to payment, the proceeds thereof and the accounts in
which such proceeds are deposited arising in connection with Permitted
Securitization Transactions; and


(i)           Liens not
otherwise permitted by the foregoing clauses of this Section securing Debt or
Derivatives Obligations in an aggregate principal or face amount at any date
not to exceed 10% of Consolidated Tangible Net Worth.


SECTION 5.10.  Subsidiary Debt Limitation.  Total Debt of Consolidated Subsidiaries
(excluding (i) Debt of a Subsidiary to Carlisle or to a Wholly–Owned
Subsidiary and (ii) Debt arising in connection with Permitted
Securitization Transactions) will at no time exceed 15% of Consolidated Net
Worth.


SECTION 5.11.  Leverage Ratio.  The Leverage Ratio will at no time exceed
3.50 to 1.00.


The “Leverage Ratio”
at any date is the ratio of Consolidated Finance Liabilities at such date to
Consolidated EBITDA for the period of four consecutive fiscal quarters most
recently ended on or prior to such date.


For this purpose:


“Consolidated Finance
Liabilities” means, at any date, the sum of (i) Consolidated
Debt (but excluding therefrom, to the extent included, up to but not exceeding
$100,000,000 of the amounts outstanding (i.e., advanced as the purchase price
and not repaid from collections) under all Permitted Securitization
Transactions); plus (ii) to the extent not otherwise reflected in
Consolidated Debt, the aggregate amount in excess of $100,000,000 outstanding
(i.e., advanced as the purchase price and not repaid from collections) under
all Permitted Securitization Transactions; minus (iii), as long as no Loans are
outstanding hereunder on such date, the aggregate book value of all cash and
cash equivalent investments then held by Carlisle and its Consolidated Subsidiaries
in excess of $15,000,000, all determined on a consolidated basis as of such
date.


“Consolidated EBITDA”
means, for any period, (i) Consolidated Net Income for such period plus
(ii) without duplication and to the extent deducted in determining such
Consolidated Net Income, the sum of: (A) Consolidated Interest Expense,
income tax expense and depreciation and amortization expense; plus
(B) losses arising in connection with the sales of accounts receivable and
other rights to payment in Permitted Securitization Transactions.  In the event of any acquisition or
disposition during such period of assets having a book value (on the books of
Carlisle) exceeding $10,000,000, Consolidated EBITDA shall be determined on a
pro forma basis as if such transaction had occurred on the first day of such
period.



 40
 









“Consolidated Interest
Expense” means, for any period all interest on Debt of Carlisle and
its Consolidated Subsidiaries paid or payable in cash during such period;
including or in addition: (i) the interest portion of payment under
capital lease obligations, (ii) all fees with respect to such Debt during
such period, and (iii) that portion of the losses arising in connection
with the sales of accounts receivable and other rights to payment in Permitted
Securitization Transactions that can be demonstrated in a manner acceptable to
the Administrative Agent to be representative of the interest expense that
would have been paid if such transaction were accounted for as a financing, in
each case determined in accordance with generally accepted accounting
principles.


SECTION 5.12.  Minimum Consolidated Net
Worth.  Consolidated Net Worth
will at no time be less than an amount equal to the sum of
(i) $500,000,000 plus (ii) an amount equal to 50% of Consolidated Net
Income for each fiscal quarter of Carlisle ending after June 30, 2007 but on or
prior to the date of determination, in each case, for which Consolidated Net
Income is positive (but with no deduction on account of negative Consolidated
Net Income for any fiscal quarter of Carlisle).


SECTION 5.13.  Transactions with
Affiliates.  Carlisle will
not, and will not permit any Subsidiary to, directly or indirectly, pay any
funds to or for the account of, make any investment (whether by acquisition of
stock or indebtedness, by loan, advance, transfer of property, guarantee or
other agreement to pay, purchase or service, directly or indirectly, any Debt,
or otherwise) in, lease, sell, transfer or otherwise dispose of any assets,
tangible or intangible, to, or participate in, or effect, any transaction with,
any Affiliate except on an arms–length basis on terms at least as favorable to
Carlisle or such Subsidiary than could have been obtained from a third party
who was not an Affiliate; provided that
the foregoing provisions of this Section shall not prohibit any such Person
from declaring or paying any lawful dividend or other payment ratably in
respect of all of its capital stock of the relevant class so long as, after
giving effect thereto, no Default shall have occurred and be continuing.


ARTICLE 6

DEFAULTS


SECTION 6.01.  Events of Default.  If one or more of the following events (“Events
of Default”) shall have occurred and be continuing:


(a)          Either Co-Borrower shall
fail to pay (i) any principal of any Loan or any reimbursement obligation
in respect of any LC Disbursement when and as the same shall become due and
payable, or (ii) within three Domestic Business Days after the due date
thereof, any interest, any fees or any other amount payable hereunder; 


(b)         Carlisle shall fail to
observe or perform any covenant contained in Article 5, other than those
contained in Sections 5.01 through 5.06, for 5 days after any officer of
Carlisle obtains actual knowledge thereof;


(c)          Carlisle shall fail to
observe or perform any covenant or agreement contained in this Agreement (other
than those covered by clause (a) or (b) above) for 30 days after notice
thereof has been given to Carlisle by the Administrative Agent at the request
of any Bank;


(d)         any representation,
warranty, certification or statement made by either Co-Borrowers in this
Agreement or in any certificate, financial statement or other document
delivered pursuant to this Agreement shall prove to have been incorrect in any
material respect when made (or deemed made);



 41
 









(e)          Carlisle or any
Subsidiary shall fail to make any payment in respect of any Material Financial
Obligations when due or within any applicable grace period;


(f)          any event
or condition shall occur which results in the acceleration of the maturity of
any Material Debt or enables (or, with the giving of notice or lapse of time or
both, would enable) the holder of such Debt or any Person acting on such holder’s
behalf to accelerate the maturity thereof,


(g)         Carlisle or
any Material Subsidiary shall commence a voluntary case or other proceeding
seeking liquidation, reorganization or other relief with respect to itself or
its debts under any bankruptcy, insolvency or other similar law now or
hereafter in effect or seeking the appointment of a trustee, receiver, liquidator,
custodian or other similar official of it or any substantial part of its
property, or shall consent to any such relief or to the appointment of or
taking possession by any such official in an involuntary case or other
proceeding commenced against it, or shall make a general assignment for the
benefit of creditors, or shall fail generally to pay its debts as they become
due, or shall take any corporate action to authorize any of the foregoing;


(h)         an
involuntary case or other proceeding shall be commenced against Carlisle or any
Material Subsidiary seeking liquidation, reorganization or other relief with
respect to it or its debts under any bankruptcy, insolvency or other similar
law now or hereafter in effect or seeking the appointment of a trustee, receiver,
liquidator, custodian or other similar official of it or any substantial part
of its property, and such involuntary case or other proceeding shall remain
undismissed and unstayed for a period of 60 days; or an order for relief shall
be entered against Carlisle or any Subsidiary under the federal bankruptcy laws
as now or hereafter in effect;


(i)           any
member of the ERISA Group shall fail to pay when due an amount or amounts
aggregating in excess of $10,000,000 which it shall have become liable to pay
under Title IV of ERISA; or notice of intent to terminate a Material Plan
shall be filed under Title IV of ERISA by any member of the ERISA Group,
any plan administrator or any combination of the foregoing; or the PBGC shall
institute proceedings under Title IV of ERISA to terminate, to impose
liability (other than for premiums under Section 4007 of ERISA) in respect
of, or to cause a trustee to be appointed to administer any Material Plan; or a
condition shall exist by reason of which the PBGC would be entitled to obtain a
decree adjudicating that any Material Plan must be terminated; or there shall
occur a complete or partial withdrawal from, or a default, within the meaning
of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer
Plans which could cause one or more members of the ERISA Group to incur a
current payment obligation in excess of $10,000,000;


(j)           judgments
or orders for the payment of money in excess of $10,000,000 shall be rendered
against Carlisle or any Subsidiary and such judgments or orders shall continue
unsatisfied and unstayed for a period of 30 days; or


(k)          any person
or group of persons (within the meaning of Section 13 or 14 of the
Securities Exchange Act of 1934, as amended) shall have acquired beneficial
ownership (within the meaning of Rule 13d–3 promulgated by the Securities
and Exchange Commission under said Act) of 25% or more of the outstanding
shares of common stock of Carlisle; or, during any period of 12 consecutive
calendar months, individuals who were directors of Carlisle on the first day of
such period shall cease to constitute a majority of the board of directors of
Carlisle;


then, and in every such
event, the Administrative Agent shall



 42
 









(i)            if requested by Banks
having more than 50% in aggregate amount of the Commitments, by notice to
Carlisle terminate the Commitments and the commitment of the Swingline Bank to
make Swingline Loans and they shall thereupon terminate, and


(ii)           if requested by Banks
holding more than 50% of the aggregate amount of the Revolving Exposure, by
notice to Carlisle declare the Loans (together with accrued interest thereon)
to be, and the Loans, shall thereupon become, immediately due and payable
without presentment, demand, protest or other notice of any kind, all of which
are hereby waived by each Co-Borrower; provided that
in the case of any of the Events of Default specified in clause 6.01(g) or
6.01(h) above with respect to either Co-Borrower, without any notice to either
Co-Borrower or any other act by the Administrative Agent or the Banks, the
Commitments, the commitment of the Swingline Bank to make Swingline Loans and
any agreement of any Issuing Bank to issue or modify Letters of Credit,
shall thereupon terminate and the Loans (together with accrued interest
thereon) shall become immediately due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by each Co-Borrower.


SECTION 6.02.  Notice of Default.  The Administrative Agent shall give notice to
Carlisle under Section 6.01(c) promptly upon being requested to do so by
any Bank and shall thereupon notify all the Banks thereof.


ARTICLE 7

THE AGENT


SECTION 7.01.  Appointment and Authorization.  Each Bank and each Issuing Bank irrevocably
appoints and authorizes JPMorgan Chase Bank, N.A. to take such action as agent
(and confirms and continues such appointment under the Prior Agreement) on its
behalf and to exercise such powers under this Agreement and the other Loan
Documents as are delegated to the Administrative Agent by the terms hereof or
thereof, together with all such powers as are reasonably incidental thereto.


SECTION 7.02.  Administrative Agent and Affiliates.  JPMorgan Chase Bank, N.A. shall have the same
rights and powers under this Agreement as any other Bank and may exercise or
refrain from exercising the same as though it were not the Administrative
Agent, and JPMorgan Chase Bank, N.A. and its affiliates may accept deposits
from, lend money to, and generally engage in any kind of business with Carlisle
or any Subsidiary or affiliate of Carlisle as if it were not the Administrative
Agent.


SECTION 7.03.  Action by Administrative Agent.  The obligations of the Administrative Agent
hereunder are only those expressly set forth herein.  Without limiting the generality of the
foregoing, the Administrative Agent shall not be required to take any action
with respect to any Default, except as expressly provided in Article 6.


SECTION 7.04.  Consultation with Experts.  The Administrative Agent may consult with
legal counsel (who may be counsel for either Co-Borrower), independent public
accountants and other experts selected by it and shall not be liable for any
action taken or omitted to be taken by it in good faith in accordance with the
advice of such counsel, accountants or experts.


SECTION 7.05.  Liability of Administrative Agent.  Neither the Administrative Agent nor any of
its affiliates nor any of their respective directors, officers, agents or
employees shall be liable for any action taken or not taken by it in connection
herewith (i) with the consent or at the request of the Required Banks (or
such different number of Banks as any provision hereof expressly requires for
such consent or request) or (ii) in the absence of its own gross
negligence or willful misconduct. 
Neither the Administrative Agent nor any of its affiliates nor any of
their respective directors, officers, agents or employees shall be responsible
for or have any duty to ascertain, inquire into or verify (i) any
statement, 



 43
 









warranty or representation made in connection with this Agreement or
any borrowing hereunder; (ii) the performance or observance of any of the
covenants or agreements of either Co-Borrower; (iii) the satisfaction of
any condition specified in Article 3, except receipt of items required to
be delivered to the Administrative Agent; or (iv) the validity,
effectiveness or genuineness of this Agreement, the Notes or any other
instrument or writing furnished in connection herewith.  The Administrative Agent shall not incur any
liability by acting in reliance upon any notice, consent, certificate,
statement, or other writing (which may be a bank wire, telex, facsimile
transmission or similar writing) believed by it to be genuine or to be signed
by the proper party or parties.  Without
limiting the generality of the foregoing, the use of the term “agent” in this
Agreement with reference to the Administrative Agent is not intended to connote
any fiduciary or other implied (or express) obligations arising under agency
doctrine of any applicable law.  Instead,
such term is used merely as a matter of market custom and is intended to create
or reflect only an administrative relationship between independent contracting
parties.


SECTION 7.06.  Indemnification.  Each Bank, ratably in accordance with its
Commitment, indemnifies the Administrative Agent, the Swingline Bank and each
Issuing Bank (to the extent not reimbursed by the Co-Borrowers) against any
cost, expense (including counsel fees and disbursements), claim, demand,
action, loss or liability (except such as result from such indemnitee’s gross
negligence or willful misconduct) that such indemnitees may suffer or incur in
connection with: (i) the execution or delivery of the Prior Agreement, this
Agreement or any agreement or instrument contemplated hereby or thereby, the
performance by the parties hereto of their respective obligations hereunder or
thereunder or the consummation of the transactions contemplated hereby or
thereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom
(including any refusal by the Issuing Bank to honor a demand for payment under
a Letter of Credit if the documents presented in connection with such demand do
not strictly comply with the terms of such Letter of Credit), or (iii) any
actual or prospective claim, litigation, investigation or proceeding relating
to any of the foregoing, whether based on contract, tort or any other theory
and regardless of whether such indemnitee is a party thereto.


SECTION 7.07.  Credit Decision.  Each Bank and each Issuing Bank acknowledges
that it has, independently and without reliance upon the Administrative Agent
or any other Bank, and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this Agreement.  Each Bank and each Issuing Bank also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Bank, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking any action under this Agreement.


SECTION 7.08.  Successor Administrative Agent.  The Administrative Agent may resign at any
time by giving notice thereof to the Banks and Carlisle.  Upon any such resignation, the Required Banks
shall have the right to appoint a successor Administrative Agent.  If no successor Administrative Agent shall
have been so appointed by the Required Banks, and shall have accepted such appointment,
within 30 days after the retiring Administrative Agent gives notice of
resignation, then the retiring Administrative Agent may, on behalf of the
Banks, appoint a successor Administrative Agent, which shall be a commercial
bank organized or licensed under the laws of the United States of America or of
any State thereof and having a combined capital and surplus of at least
$50,000,000.  Upon the acceptance of its
appointment as Administrative Agent hereunder by a successor Administrative
Agent, such successor Administrative Agent shall thereupon succeed to and
become vested with all the rights and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from its
duties and obligations hereunder.  After
any retiring Administrative Agent’s resignation hereunder as Administrative
Agent, the provisions of this Article shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Administrative Agent.



 44
 









SECTION 7.09.  Agent’s Fees.  The Co-Borrowers shall jointly and severally
pay to the Administrative Agent for its own account fees in the amounts and at
the times previously agreed upon between Carlisle and the Administrative Agent.


SECTION 7.10.  No Additional Duties of other Agents.  Bank of America, N.A., SunTrust Bank, Bank of
Tokyo–Mitsubishi UFJ Trust Company, Citicorp North America, Inc. and Mizuho
Corporate Bank (USA) have been designated as “co–documentation agents” and
Wachovia Bank, N.A. has been designated as “syndication agent” hereunder in
recognition of the level of each of their respective Commitments.  None of the parties listed in the foregoing
sentence is an agent for the Banks and no such Bank shall have any
obligation hereunder other than those existing in its capacity as a Bank.  Without limiting the foregoing, no such Bank
shall have or be deemed to have any fiduciary relationship with or duty to any
other Bank.


ARTICLE 8

CHANGE IN CIRCUMSTANCES


SECTION 8.01.  Basis for Determining Interest Rate Inadequate or
Unfair.  If on or prior to the
first day of any Interest Period for any CD Loan, Euro–Dollar Loan or Money
Market LIBOR Loan:


(a)          the
Administrative Agent is advised by the Reference Bank that deposits in dollars
(in the applicable amounts) are not being offered to the Reference Bank in the
relevant market for such Interest Period, or


(b)         in the case
of a Committed Borrowing, Banks having 50% or more of the aggregate amount of
the Commitments advise the Administrative Agent that the Adjusted CD Rate or
the Adjusted London Interbank Offered Rate, as the case may be, as determined
by the Administrative Agent will not adequately and fairly reflect the cost to
such Banks of funding their CD Loans or Euro–Dollar Loans, as the case may be,
for such Interest Period, the Administrative Agent shall forthwith give notice
thereof to Carlisle and the Banks, whereupon until the Administrative Agent
notifies Carlisle that the circumstances giving rise to such suspension no
longer exist, (i) the obligations of the Banks to make CD Loans or Euro–Dollar
Loans, as the case may be, or to continue or convert outstanding Loans as or
into CD Loans or Euro–Dollar Loans, as the case may be, shall be suspended and
(ii) each outstanding CD Loan or Euro–Dollar Loan, as the case may be,
shall be converted into a Base Rate Loan on the last day of the then current
Interest Period applicable thereto. 
Unless Carlisle notifies the Administrative Agent at least two Domestic
Business Days before the date of any Fixed Rate Borrowing for which a Notice of
Borrowing has previously been given that it elects not to, borrow on such date,
(i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing
shall instead be made as a Base Rate Borrowing and (ii) if such Fixed Rate
Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans
comprising such Borrowing shall bear interest for each day from and including
the first day to but excluding the last day of the Interest Period applicable
thereto at the Base Rate plus the Base Margin for such day.


SECTION 8.02.  Illegality.  If, on or after the date of this Agreement,
the adoption of any applicable law, rule or regulation, or any change in any
applicable law, rule or regulation, or any change in the interpretation or
administration thereof by any governmental authority, central bank or
comparable agency charged with the interpretation or administration thereof, or
compliance by any Bank (or its Euro–Dollar Lending Office) with any request or
directive (whether or not having the force of law) of any such authority,
central bank or comparable agency shall make it unlawful or impossible for any
Bank (or its Euro–Dollar Lending Office) to make, maintain or fund its Euro–Dollar
Loans and such Bank shall so notify the Administrative Agent, the
Administrative Agent shall forthwith give notice thereof to the other Banks and
Carlisle, whereupon until such Bank notifies Carlisle and the Administrative
Agent that the circumstances giving rise to such suspension no longer exist,
the obligation of such Bank to make Euro–



 45
 









Dollar Loans shall be suspended. 
Before giving any notice to the Administrative Agent pursuant to this
Section, such Bank shall designate a different Euro–Dollar Lending Office if
such designation will avoid the need for giving such notice and will not, in
the judgment of such Bank, be otherwise disadvantageous to such Bank.  If such notice is given, each Euro–Dollar
Loan of such Bank then outstanding shall be converted to a Base Rate Loan
either (a) on the last day of the then current Interest Period applicable
to such Euro–Dollar Loan if such Bank may lawfully continue to maintain and
fund such Loan as a Euro–Dollar Loan to such day or (b) immediately if
such Bank shall determine that it may not lawfully continue to maintain and
fund such Loan as a Euro–Dollar Loan to such day.  Interest and principal on any such Base Rate
Loan shall be payable on the same dates as, and on a pro rata basis with, the
interest and principal payable on the related Euro–Dollar Loans of the other
Banks.


SECTION 8.03.  Increased Cost and Reduced Return.  (a) If on or after (x) the date
hereof, in the case of any Committed Loan, any obligation to make Committed
Loans or any Letter of Credit or (y) the date of the related Money Market
Quote, in the case of any Money Market Loan, the adoption of any applicable
law, rule or regulation, or any change in any applicable law, rule or
regulation, or any change in the interpretation or administration thereof by
any governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Bank (or its
Applicable Lending Office) or any Issuing Bank with any request or directive
(whether or not having the force of law) of any such authority, central bank or
comparable agency shall impose, modify or deem applicable any reserve
(including, without limitation, any such requirement imposed by the Board of
Governors of the Federal Reserve System, but excluding (i) with respect to
any CD Loan, any such requirement included in an applicable Domestic Reserve
Percentage and (ii) with respect to any Euro–Dollar Loan any such
requirement included in an applicable Euro–Dollar Reserve Percentage), special
deposit, insurance assessment (excluding, with respect to any CD Loan, any such
requirement reflected in an applicable Assessment Rate) or similar requirement
against assets of, deposits with or for the account of, or credit extended by,
any Bank (or its Applicable Lending Office) or any Issuing Bank or shall impose
on any Bank (or its Applicable Lending Office) or any Issuing Bank or on the
United States market for certificates of deposit or the London interbank market
any other condition affecting its Fixed Rate Loans, its Note, any Letter of
Credit or its obligation to make Fixed Rate Loans or issue Letters of Credit
and the result of any of the foregoing is to increase the cost to such Bank (or
its Applicable Lending Office) or Issuing Bank, as applicable, of making or
maintaining any Fixed Rate Loan or of issuing or maintaining any Letter of
Credit, or to reduce the amount of any sum received or receivable by such Bank
(or its Applicable Lending Office) or Issuing Bank under this Agreement or
under its Note with respect thereto, by an amount deemed by such Bank or
Issuing Bank to be material, then, within 15 days after demand by such Bank or
Issuing Bank (with a copy to the Administrative Agent), the Co-Borrowers shall
jointly and severally pay to such Bank or Issuing Bank, as applicable, such
additional amount or amounts as will compensate such Bank or Issuing Bank, as
applicable, for such increased cost or reduction.


(b)         If any Bank
or any Issuing Bank reasonably shall have determined that, after the date
hereof, the adoption of any applicable law, rule or regulation regarding
capital adequacy, or any change in any such law, rule or regulation, or any
change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or any request or directive regarding capital adequacy
(whether or not having the force of law) of any such authority, central bank or
comparable agency has or would have the effect of reducing the rate of return
on capital of such Bank (or its Parent) or Issuing Bank (or its Parent) as a consequence
of such Person’s obligations hereunder to a level below that which it (or its
Parent) could have achieved but for such adoption, change, request or directive
(taking into consideration its policies with respect to capital adequacy) by an
amount deemed by such Bank or Issuing Bank, as applicable, to be material, then
from time to time, within 15 days after demand by such Bank or Issuing Bank, as
applicable (with a copy to the Administrative Agent), the Co-Borrowers shall
jointly and severally pay to 



 46
 









such Bank or Issuing Bank, as applicable, such additional amount or
amounts as will compensate such Bank (or its Parent) for such reduction.


(c)          Each Bank
and each Issuing Bank will promptly notify Carlisle and the Administrative
Agent of any event of which it has knowledge, occurring after the date hereof,
which will entitle it to compensation pursuant to this Section and will
designate a different Lending Office if such designation will avoid the need
for, or reduce the amount of, such compensation and will not, in the judgment
of such Bank or Issuing Bank, as applicable, be otherwise disadvantageous to
such Bank or Issuing Bank, as applicable. 
A certificate of any Bank or any Issuing Bank claiming compensation under
this Section and setting forth the additional amount or amounts to be paid to
it hereunder, along with such supplemental information as Carlisle may
reasonably request, shall be conclusive in the absence of manifest error.  In determining such amount, such Bank or
Issuing Bank, as applicable, may use any reasonable averaging and attribution
methods.


SECTION 8.04.  Taxes. 
(a) For the purposes of this Section 8.04, the following terms
have the following meanings:


“Taxes”
means any and all present or future taxes, duties, levies, imposts, deductions,
charges or withholdings with respect to any payment by either Co-Borrower
pursuant to this Agreement or under any other Loan Document, and all
liabilities with respect thereto, excluding
(i) in the case of each Bank, each Issuing Bank and the Administrative
Agent, taxes imposed on its income, and franchise or similar taxes imposed on
it, by a jurisdiction under the laws of which such Bank, Issuing Bank or the
Administrative Agent (as the case may be) is organized or in which its
principal executive office is located or, in the case of each Bank, in which
its Applicable Lending Office is located and (ii) in the case of each Bank
or each Issuing Bank, any United States withholding tax imposed on such
payments but only to the extent that such Bank or Issuing Bank is subject to
United States withholding tax at the time such Bank first becomes a party to
this Agreement.


“Other Taxes”
means any present or future stamp or documentary taxes and any other excise or
property taxes, or similar charges or levies, which arise from any payment made
pursuant to this Agreement or under any other Loan Document or from the
execution or delivery of, or otherwise with respect to, this Agreement or any
other Loan Document.


(b)         Any and all payments by
either Co-Borrower to or for the account of any Bank, any Issuing Bank or the
Administrative Agent hereunder or under any other Loan Document shall be made
without deduction for any Taxes or Other Taxes; provided
that, if a Co-Borrower shall be required by law to deduct any Taxes or Other
Taxes from any such payments, (i) the sum payable shall be increased as
necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section) such Bank or the
Administrative Agent (as the case may be) receives an amount equal to the sum
it would have received had no such deductions been made, (ii) the
applicable Co-Borrower shall make such deductions, (iii) the applicable
Co-Borrower shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable law and
(iv) the applicable Co-Borrower shall furnish to the Administrative Agent,
at its address referred to in Section 9.01, the original or a certified
copy of a receipt evidencing payment thereof.


(c)          Each Co-Borrower agrees
to jointly and severally indemnify each Bank, each Issuing Bank and the
Administrative Agent for the full amount of Taxes or Other Taxes (including,
without limitation, any Taxes or Other Taxes imposed or asserted by any
jurisdiction on amounts payable under this Section) paid by such Bank or the
Administrative Agent (as the case may be) and any liability (including
penalties, interest and expenses) arising therefrom or with respect thereto.  This indemnification shall be paid within 15
days after such Bank, Issuing Bank or the Administrative Agent (as the case may
be) makes demand therefor.



 47
 









(d)         Each Foreign Bank, on or
prior to the date of its execution and delivery of this Agreement in the case
of each Bank listed on the signature pages hereof and on or prior to the date
on which it becomes a Bank in the case of each other Bank, and from time to
time thereafter if requested in writing by Carlisle (but only so long as such
Bank remains lawfully able to do so), shall provide Carlisle and the
Administrative Agent with applicable Internal Revenue Service form, certifying
that such Bank is entitled to benefits under an income tax treaty to which the
United States is a party which exempts the Bank from United States withholding
tax or reduces the rate of withholding tax on payments of interest for the
account of such Bank or certifying that the income receivable pursuant to this
Agreement is effectively connected with the conduct of a trade or business in
the United States.


(e)          For any
period with respect to which a Bank has failed to provide Carlisle or the
Administrative Agent with the appropriate form pursuant to Section 8.04(d)
(unless such failure is due to a change in treaty, law or regulation occurring
subsequent to the date on which such form originally was required to be
provided), such Bank shall not be entitled to indemnification under
Section 8.04(b) or (c) with respect to Taxes imposed by the United States;
provided that if a Bank which is
otherwise exempt from or subject to a reduced rate of withholding tax, becomes
subject to Taxes because of its failure to deliver a form required hereunder,
Carlisle shall take such steps as such Bank shall reasonably request to assist
such Bank to recover such Taxes.


(f)          If a
Co-Borrower is required to pay additional amounts to or for the account of any
Bank pursuant to this Section, then such Bank will change the jurisdiction of
its Applicable Lending Office if, in the judgment of such Bank, such change
(i) will eliminate or reduce any such additional payment which may
thereafter accrue and (ii) is not otherwise disadvantageous to such Bank.


SECTION 8.05.  Base Rate Loans Substituted for Affected Fixed Rate
Loans.  If (i) the
obligation of any Bank to make, or to continue or convert outstanding Loans as
or to, Euro–Dollar Loans has been suspended pursuant to Section 8.02 or
(ii) any Bank has demanded compensation under Section 8.03 or 8.04
with respect to its CD Loans or Euro–Dollar Loans and Carlisle shall, by at
least five Euro–Dollar Business Days’ prior notice to such Bank through the
Administrative Agent, have elected that the provisions of this Section shall
apply to such Bank, then, unless and until such Bank notifies Carlisle that the
circumstances giving rise to such suspension or demand for compensation no
longer exist, all Loans which would otherwise be made by such Bank as (or
continued as or converted to) CD Loans or Euro–Dollar Loans, as the case may
be, shall instead be Base Rate Loans (on which interest and principal shall be
payable contemporaneously with the related Fixed Rate Loans of the other
Banks).  If such Bank notifies Carlisle
that the circumstances giving rise to such suspension or demand for
compensation no longer exist, the principal amount of each such Base Rate Loan
shall be converted into a Euro–Dollar Loan or CD Loan, as the case may be, on
the first day of the next succeeding Interest Period applicable to the related
Euro–Dollar Loans or CD Loans of the other Banks.


SECTION 8.06.  Substitution of Bank.  If any Bank has demanded compensation
pursuant to Section 8.03 or 8.04, Carlisle shall have the right to
designate an assignee which is not an affiliate of Carlisle to purchase for
cash, pursuant to an Assignment and Assumption Agreement substantially in the
form of Exhibit F hereto, the outstanding Loans and Commitment of such Bank and
to assume all of such Bank’s other rights and obligations hereunder without
recourse to or warranty by such Bank, for a purchase price equal to the
principal amount of all of such Bank’s outstanding Loans including
participations in the LC Disbursements and Swingline Loans, plus any accrued
but unpaid interest thereon and the accrued but unpaid facility fees in respect
of that Bank’s Commitment hereunder plus such amount, if any, as would be
payable pursuant to Section 2.14 if the outstanding Loans of such Bank
were prepaid in their entirety on the date of consummation of such assignment.



 48














ARTICLE 9

MISCELLANEOUS


SECTION 9.01.  Notices. 
All notices and other communications provided for herein shall be in
writing and shall be delivered by hand or overnight courier service, mailed by
certified or registered mail or sent by telecopy, as follows:


(a)           if
to either Co-Borrower, to it care of Carlisle at 13925 Ballantyne Corporate
Place, Suite 400, Charlotte, NC 28277, Attention of Chief Financial Officer,
Telecopy No. (704) 501-1190;


(b)           if
to the Administrative Agent and/or Swingline Bank, 2200 Ross Avenue, 3rd Floor,
Dallas, Texas  75201, Attention of
Michael Lister, Telecopy No. (214) 965-2044 with a copy to JPMorgan Chase Bank,
Loan Agency Services, 1111 Fannin, 10th Floor, Houston, Texas 77002;
Attention: Maria Arreola, Telephone No. 713.750.2324, Telecopy No.
713.750.2823;


(c)           if
to a Bank or Issuing Bank, to it at its address (or telecopy number) set forth
in the Administrative Questionnaire delivered to Administrative Agent by such
Bank in connection with this Agreement or the Prior Agreement or in connection
with the Assignment and Assumption pursuant to which such Bank became a party
hereto.


Notices and other
communications to the Banks hereunder may be delivered or furnished by
electronic communications pursuant to procedures approved by the Administrative
Agent; provided that the foregoing shall not
apply to notices pursuant to Article 2 unless otherwise agreed by the
Administrative Agent and the applicable Bank. 
The Administrative Agent or Carlisle may, in its discretion, agree to
accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it; provided
that approval of such procedures may be limited to particular notices or
communications.  Any party hereto may
change its address or telecopy number for notices and other communications
hereunder by notice to the other parties hereto.  All notices and other communications given to
any party hereto in accordance with the provisions of this Agreement shall be
deemed to have been given on the date of receipt.


SECTION 9.02.  No Waivers.  No failure or delay by the Administrative
Agent, any Issuing Bank or any Bank in exercising any right, power or privilege
hereunder or under any Note shall operate as a waiver thereof nor shall any
single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege.  The rights and remedies herein provided and
provided in the Notes shall be cumulative and not exclusive of any rights or remedies
provided by law or otherwise.


SECTION 9.03.  Expenses; Indemnification.  (a) The Co-Borrowers shall jointly and
severally pay: (i) all out–of–pocket expenses of the Administrative Agent,
including fees and disbursements of special counsel for the Administrative
Agent, in connection with, the preparation and administration of this
Agreement, any waiver or consent hereunder or any amendment hereof or any
Default or alleged Default hereunder; (ii) all out–of–pocket expenses of
each Issuing Bank, including fees and disbursements of special counsel for each
Issuing Bank, in connection with, the preparation and administration of any
Letter of Credit (including any issuance, modification or payment of any demand
under any Letter of Credit), any waiver or consent hereunder or any Default or
alleged Default hereunder; and (iii) if an Event of Default occurs, all
out–of–pocket expenses incurred by the Administrative Agent, each Issuing Bank
and each Bank, including (without duplication) the fees and disbursements of
counsel, in connection with such Event of Default and collection, bankruptcy,
insolvency and other enforcement proceedings resulting therefrom.



 49
 








(b)           The
Co-Borrowers agree to jointly and severally indemnify the Administrative Agent,
each Issuing Bank and each Bank, their respective affiliates and the respective
directors, officers, agents and employees of the foregoing (each an “Indemnitee”) and hold each Indemnitee
harmless from and against any and all liabilities, losses, damages, costs and
expenses of any kind, including, without limitation, the reasonable fees and
disbursements of counsel, which may be incurred by such Indemnitee in
connection with any investigative, administrative or judicial proceeding
(whether or not such Indemnitee shall be designated a party thereto) brought or
threatened relating to or arising out of this Agreement, the Prior Agreement or
any actual or proposed use of proceeds of Loans hereunder or under the Prior
Agreement; provided that no Indemnitee shall have
the right to be indemnified hereunder for such Indemnitee’s own gross
negligence or willful misconduct as determined by a court of competent
jurisdiction.


SECTION 9.04.  Sharing of Set–offs.  Each Bank agrees that if it shall, by
exercising any right of set–off or counterclaim or otherwise, receive payment
of a proportion of the aggregate amounts outstanding hereunder held by it which
is greater than the proportion received by any other Bank in respect of the
aggregate amounts outstanding hereunder, the Bank receiving such
proportionately greater payment shall purchase such participations in the
outstanding of the other Banks, and such other adjustments shall be made, as
may be required so that all such payments on the amounts outstanding hereunder
held by the Banks shall be shared by the Banks pro rata; provided that nothing in this Section
shall impair the right of any Bank to exercise any right of set–off or
counterclaim it may have and to apply the amount subject to such exercise to
the payment of indebtedness of either Co-Borrower other than its indebtedness
hereunder.  Each Co-Borrower agrees, to
the fullest extent it may effectively do so under applicable law, that any
holder of a participation in the obligations outstanding hereunder, whether or
not acquired pursuant to the foregoing arrangements, may exercise rights of set–off
or counterclaim and other rights with respect to such participation as fully as
if such holder of a participation were a direct creditor of such Co-Borrower in
the amount of such participation.


SECTION 9.05.  Amendments and Waivers.  Any provision of this Agreement or any of the
other Loan Documents may be amended or waived if, but only if, such amendment
or waiver is in writing and is signed by each Co-Borrower and the Required
Banks (and, if the rights or duties of the Administrative Agent are affected
thereby, by the Administrative Agent); provided
that no such amendment or waiver shall:


(a)           unless
signed by all the Banks, (i) increase or decrease the Commitment of any
Bank (except for a ratable decrease in the Commitments of all Banks) or subject
any Bank to any additional obligation, (ii) reduce the principal of or
rate of interest on any Loan or LC Disbursement or any fees hereunder,
(iii) postpone the date fixed for any payment of principal of or interest
on any Loan, any reimbursement obligations in respect of any Letters of Credit
or any fees hereunder or for any termination of any Commitment,
(iv) change the percentage of the Commitments or of the aggregate unpaid
principal amount of the Notes, or the number of Banks, which shall be required
for the Banks or any of them to take any action under this Section or any other
provision of this Agreement, (v) change this clause 9.05(a),
(vi) change the pro-rata sharing or pro-rata payment distribution
provisions of this Agreement; or (vii) release any Co-Borrower from any of its
Obligations; or


(b)           unless
signed by an Issuing Bank, amend, modify or otherwise affect the rights or
duties of such Issuing Bank; or


(c)           unless
signed by the Swingline Bank, amend, modify or otherwise affect the rights or
duties of the Swingline Bank.


Notwithstanding
clause (a) preceding, the Commitments may be increased pursuant to an
Increased Commitment Supplement executed in accordance with the terms and
conditions of Section 2.18 which 



 50
 








only needs to be signed
by the Co-Borrowers, the Administrative Agent and the Banks increasing or
providing new Commitments.


SECTION 9.06.  Successors and Assigns.  (a) The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby (including any affiliate of
any Issuing Bank that issues any Letter of Credit), except that
(i) neither Co-Borrower may assign or otherwise transfer any of its rights
or obligations hereunder without the prior written consent of each Bank (and
any attempted assignment or transfer by a Co-Borrower without such consent
shall be null and void) and (ii) no Bank may assign or otherwise transfer
its rights or obligations hereunder except in accordance with this
Section.  Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto, their respective successors and assigns permitted hereby
(including any affiliate of any Issuing Bank that issues any Letter of Credit),
Participants (to the extent provided in clause (c) of this Section) and,
to the extent expressly contemplated hereby, each Indemnitee) any legal or
equitable right, remedy or claim under or by reason of this Agreement.


(b)           (i)            Subject
to the conditions set forth in clause (b)(ii) below, any Bank may assign
to one or more assignees all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitment and the Loans at
the time owing to it) with the prior written consent (such consent not to be
unreasonably withheld or delayed) of:


(A)          Carlisle, provided that no consent of Carlisle shall
be required for an assignment to a Bank, an affiliate of a Bank, an Approved
Fund or, if an Event of Default has occurred and is continuing, to any other
assignee; and


(B)           the Administrative
Agent, provided that no consent
of the Administrative Agent shall be required for an assignment of any
Commitment to an assignee that is a Bank with a Commitment immediately prior to
giving effect to such assignment, an affiliate of a Bank or an Approved Fund.


(ii)           Assignments shall be subject to the
following additional conditions:


(A)          except in the case of an
assignment to a Bank or an affiliate of a Bank, an Approved Fund or an
assignment of the entire remaining amount of the assigning Bank’s Commitment or
Loans, the amount of the Commitment or Loans of the assigning Bank subject to
each such assignment (determined as of the date the Assignment and Assumption
with respect to such assignment is delivered to the Administrative Agent) shall
not be less than $5,000,000 unless each of Carlisle and the Administrative
Agent otherwise consent, provided
that no such consent of Carlisle shall be required if an Event of Default has
occurred and is continuing;


(B)           each partial assignment
shall be made as an assignment of a proportionate part of all the assigning
Bank’s rights and obligations under this Agreement;


(C)           the parties to each
assignment shall execute and deliver to the Administrative Agent an Assignment
and Assumption, together with a processing and recordation fee of $3,500; and


(D)          the assignee, if it
shall not be a Bank, shall deliver to the Administrative Agent an
Administrative Questionnaire.


For the purposes of this
Section 9.06(b), the term “Approved Fund”
means any Person (other than a natural person) that is engaged in making,
purchasing, holding or investing in bank loans 



 51
 








and similar
extensions of credit in the ordinary course of its business and that is
administered or managed by (a) a Bank, (b) an affiliate of a Bank or
(c) an entity or an affiliate of an entity that administers or manages a
Bank.


(iii)          Subject to acceptance and recording thereof
pursuant to clause (b)(iv) of this Section, from and after the effective
date specified in each Assignment and Assumption the assignee thereunder shall
be a party hereto and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Bank under this
Agreement, and the assigning Bank thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Bank’s rights and obligations under
this Agreement, such Bank shall cease to be a party hereto but shall continue
to be entitled to the benefits of Article 8).  Any assignment or transfer by a Bank of
rights or obligations under this Agreement that does not comply with this
Section 9.06 shall be treated for purposes of this Agreement as a sale by
such Bank of a participation in such rights and obligations in accordance with
paragraph (c) of this Section.


(iv)          The Administrative Agent, acting for this
purpose as an agent of the Co-Borrowers, shall maintain at one of its offices a
copy of each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Banks, and the Commitment of, and
principal amount of the Loans and LC Disbursements owing to, each Bank pursuant
to the terms hereof from time to time (the “Register”).  The entries in the Register shall be
conclusive, and the Co-Borrowers, the Administrative Agent, the Issuing Banks
and the Banks may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Bank hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary.  The Register shall be available for
inspection by the Co-Borrowers, any Issuing Bank and any Bank, at any
reasonable time and from time to time upon reasonable prior notice.


(v)           Upon its receipt of a duly completed
Assignment and Assumption executed by an assigning Bank and an assignee, the
assignee’s completed Administrative Questionnaire (unless the assignee shall
already be a Bank hereunder), the processing and recordation fee referred to in
paragraph (b) of this Section and any written consent to such assignment
required by paragraph (b) of this Section, the Administrative Agent shall
accept such Assignment and Assumption and record the information contained
therein in the Register.  No assignment
shall be effective for purposes of this Agreement unless it has been recorded in
the Register as provided in this paragraph.


(c)


(i)            Any Bank may, without the consent of either
Co-Borrower, the Administrative Agent, any Issuing Bank, or the Swingline Bank
sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such
Bank’s rights and/or obligations under this Agreement (including all or a
portion of its Commitment and the Loans owing to it); provided
that (A) such Bank’s obligations under this Agreement shall remain
unchanged, (B) such Bank shall remain solely responsible to the other
parties hereto for the performance of such obligations and (C) the
Co-Borrowers, the Administrative Agent, each Issuing Bank and the other Banks
shall continue to deal solely and directly with such Bank in connection with
such Bank’s rights and/or obligations under this Agreement.  Any agreement or instrument pursuant to which
a Bank sells such a participation shall provide that such Bank shall retain the
sole right to enforce the Loan Documents and to approve any amendment,
modification or waiver of any provision of the Loan Documents; provided that such agreement or instrument may provide that
such Bank will not, without the consent of the Participant, agree to any
amendment, modification or waiver described in Section 9.05(a) that
affects such Participant.  Subject to
paragraph (c)(ii) of this Section, each Co-Borrower agrees that each
Participant shall be 



 52
 








entitled to the benefits of Article 8 to the same extent as if it
were a Bank and had acquired its interest by assignment pursuant to
paragraph (b) of this Section.  To
the extent permitted by law, each Participant also shall be entitled to the
benefits of Section 9.04 as though it were a Bank, provided such
Participant agrees to be subject to this Agreement as though it were a Bank.


(ii)           A Participant shall not be entitled to
receive any greater payment under Article 8 than the applicable Bank would have
been entitled to receive with respect to the participation sold to such
Participant, unless the sale of the participation to such Participant is made
with Carlisle’s prior written consent.  A
Participant that would be a Foreign Bank if it were a Bank shall not be
entitled to the benefits of Section 8.04 unless Carlisle is notified of
the participation sold to such Participant and such Participant agrees, for the
benefit of the Co-Borrowers, to comply with Section 8.04 as though it were
a Bank.


(d)           Any
Bank may at any time pledge or assign a security interest in all or any portion
of its rights under this Agreement to secure obligations of such Bank, including
without limitation any pledge or assignment to secure obligations to a Federal
Reserve Bank, and this Section shall not apply to any such pledge or assignment
of a security interest; provided that
no such pledge or assignment of a security interest shall release a Bank from
any of its obligations hereunder or substitute any such pledgee or assignee for
such Bank as a party hereto.


SECTION 9.07.  Collateral.  Each of the Banks represents to the
Administrative Agent and each of the other Banks that it in good faith is not
relying upon any “margin stock” (as defined in Regulation U) as collateral
in the extension or maintenance of the credit provided for in this Agreement.


SECTION 9.08.  Governing Law; Submission to Jurisdiction.  This Agreement and each other Loan Document
shall be governed by and construed in accordance with the laws of the State of
New York.  This governing law election
has been made by the parties in reliance (at least in part) on Section 5—1401
of the General Obligations Law of the State of New York, as amended (as and to
the extent applicable), and other applicable law.  Each Co-Borrower submits to the nonexclusive
jurisdiction of the United States District Court for the Southern District of New
York and of any New York State court sitting in New York City for purposes of
all legal proceedings arising out of or relating to this Agreement or the
transactions contemplated hereby.  Each
Co-Borrower irrevocably waives, to the fullest extent permitted by law, any
objection which it may now or hereafter have to the laying of the venue of any
such proceeding brought in such a court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient forum.


SECTION 9.09.  Counterparts; Integration; Effectiveness; Amendment
and Restatement.  This
Agreement may be signed in any number of counterparts, each of which shall be
an original, with the same effect as if the signatures thereto and hereto were
upon the same instrument.  This Agreement
constitutes the entire agreement and understanding among the parties hereto and
supersedes any and all prior agreements and understandings, oral or written,
relating to the subject matter hereof. 
This Agreement shall become effective upon receipt by the Administrative
Agent of counterparts hereof signed by each of the parties hereto (or, in the
case of any party as to which an executed counterpart shall not have been
received, receipt by the Administrative Agent in form satisfactory to it of
telegraphic, telex, facsimile or other written confirmation from such party of
execution of a counterpart hereof by such party).  This Agreement amends and restated in its
entirety the Prior Agreement.  However,
for all matters arising prior to the Effective Date (including the accrual and
payment of interest and fees, and matters relating to indemnification and
compliance with financial covenants), the terms of the Prior Agreement (as
unmodified by this Agreement) shall control and are hereby ratified and
confirmed.  Carlisle represents and warrants
that as of the Effective Date there are no claims or offsets against or
defenses or counterclaims to its obligations under the Prior Agreement or any
of the other Loan Documents.



 53
 








SECTION 9.10.  Severability.  Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.


SECTION 9.11.  Headings. 
Article and Section headings and the Table of Contents used herein are
for convenience of reference only, are not part of this Agreement and shall not
affect the construction of, or be taken into consideration in interpreting,
this Agreement.


SECTION 9.12.  Limitation of Liability.  None of the Administrative Agent, any Issuing
Bank, any Bank, or any affiliate, officer, director, employee, attorney, or
Administrative Agent thereof shall have any liability with respect to, and each
Co-Borrower hereby waives, releases, and agrees not to sue any of them upon,
any claim for any special, indirect, incidental, consequential or punitive
damages suffered or incurred by such Co-Borrower in connection with, arising
out of, or in any way related to any of the Loan Documents, or any of the
transactions contemplated by any of the Loan Documents.


SECTION 9.13.  Construction.  Each Co-Borrower, the Administrative Agent
and each Bank acknowledges that each of them has had the benefit of legal
counsel of its own choice and has been afforded an opportunity to review the
Loan Documents with its legal counsel and that the Loan Documents shall be
construed as if jointly drafted by the parties thereto.


SECTION 9.14.  Independence of Covenants.  All covenants under the Loan Documents shall
be given independent effect so that if a particular action or condition is not
permitted by any of such covenants, the fact that it would be permitted by an
exception to, or be otherwise within the limitations of, another covenant shall
not avoid the occurrence of a Default if such action is taken or such condition
exists.


SECTION 9.15.  WAIVER OF JURY TRIAL.  EACH OF THE CO-BORROWERS, THE ADMINISTRATIVE
AGENT, THE ISSUING BANK AND THE BANKS HEREBY IRREVOCABLY WAIVES ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


SECTION 9.16.  Confidentiality.  Each of the Administrative Agent, each
Issuing Bank and each Bank agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed: (a) to
its and its affiliates’ directors, officers, employees and agents, including
accountants, legal counsel and other advisors (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority, (c) to
the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (d) to any other party to this Agreement, (e) in
connection with the exercise of any remedies hereunder or any suit, action or
proceeding relating to this Agreement or the enforcement of rights hereunder,
(f) subject to an agreement containing provisions substantially the same as
those of this Section, to (i) any assignee of or Participant in, or any
prospective assignee of or Participant in, any of its rights or obligations
under this Agreement and (ii) any actual or prospective counterparty (or its
advisors) to any swap or derivative transaction relating to either Co-Borrower
and its obligations, (g) with the consent of Carlisle or (h) to the extent such
Information (i) becomes publicly available other than as a result of a breach
of this Section or (ii) becomes available to the Administrative Agent, any
Issuing Bank or any Bank on a nonconfidential basis from a source other than a
Co-Borrower.  For the purposes of this
Section, “Information” means all
information received from a Co-Borrower relating to either Co-Borrower or its
business, other than any such information that is available to the
Administrative Agent, any Issuing Bank or any Bank on a 



 54
 








nonconfidential basis prior to disclosure by the applicable
Co-Borrower; provided that, in
the case of information received from a Co-Borrower after the date hereof, such
information is clearly identified at the time of delivery as confidential.  Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person has exercised the
same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.  Notwithstanding anything in any commitment or
fee letter executed in connection herewith to the contrary or the forgoing
provisions, the parties hereto may disclose to any Person, without limitation
of any kind, the “tax treatment” and “tax structure” (in each case, within the
meaning of Treasury Regulation Section 1.6011–4) of the transactions
contemplated hereby and all materials of any kind (including opinions or other
tax analyses) that are provided to a Co-Borrower relating to such tax treatment
and tax structure, except that, with respect to any document or similar item
that in either case contains information concerning the tax treatment or tax
structure of the transactions contemplated hereby as well as other information,
this proviso shall only apply to such portions of the document or similar item
that relate to the tax treatment or tax structure of the such transactions.


EACH BANK ACKNOWLEDGES THAT
INFORMATION FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL
NON-PUBLIC INFORMATION CONCERNING CARLISLE AND ITS SUBSIDIARIES AND AFFILIATES
OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE
PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT
WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE
PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.


ALL
INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY
CARLISLE OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF
ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY
CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT CARLISLE AND ITS SUBSIDIARIES AND
AFFILIATES OR THEIR RESPECTIVE SECURITIES.  ACCORDINGLY, EACH BANK
REPRESENTS TO CARLISLE AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN
ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION
THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS
COMPLIANCE PROCEDURES AND APPLICABLE LAW.



 55
 








SECTION 9.17. 
USA PATRIOT Act.  Each Bank that is subject to the requirements
of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October
26, 2001)) (the “Act”) hereby notifies the Co-Borrowers that pursuant to the
requirements of the Act, it is required to obtain, verify and record
information that identifies the Co-Borrowers, which information includes the
name and address of the Co-Borrowers and other information that will allow such
Bank to identify the Co-Borrowers in accordance with the Act.


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


	
   

  	
   

  	
  CARLISLE COMPANIES INCORPORATED

  
	
   

  	
   

  	
  CARLISLE MANAGEMENT COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/ Carol P. Lowe

  
	
   

  	
   

  	
   

  	
  Carol P. Lowe, Vice President & Chief Financial

  Officer of Carlisle Companies Incorporated and

  President and Secretary of Carlisle Management

  Company

  



 



 56
 








 


	
  

  	
   

  	
  JPMORGAN CHASE BANK, N.A., as Administrative

  Agent, Issuing Bank, Swingline Bank and as a Bank

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ Michael Lister

  
	
   

  	
   

  	
   

  	
  Michael Lister, Managing Director

  




 57
 








 


	
  

  	
   

  	
  WACHOVIA BANK, N.A., as syndication agent and as 

  
	
   

  	
   

  	
  a Bank

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/ C. Jeffrey Seaton

  
	
   

  	
   

  	
   

  	
  Name:

  	
  C. Jeffrey Seaton

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Managing Director

  



 



 58
 








 


	
  

  	
   

  	
  BANK OF AMERICA, N.A., as co-documentation agent

  and as a Bank

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/ W. Thomas Barnett

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  W. Thomas Barnett

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
								




 59
 








 


	
  

  	
   

  	
  SUNTRUST BANK, as co-documentation agent and as 

  a Bank

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/
  Michael Lapresi

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Michael Lapresi

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  




 60
 








 


	
  

  	
   

  	
  BANK OF TOKYO–MITSUBISHI UFJ TRUST

  COMPANY, as co-documentation agent and as a Bank

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/
  Lawrence Elkins

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Lawrence Elkins

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  




 61
 








 


	
  

  	
   

  	
  CITICORP NORTH AMERICA, INC., as co-

  documentation agent and as a Bank

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/
  Thomas Ny

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Thomas Ny

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  




 62
 








 


	
  

  	
   

  	
  MIZUHO CORPORATE BANK (USA),

  
	
   

  	
   

  	
  as co-documentation agent and as a Bank

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/
  Hidekatsu Take

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Hidekatsu Take

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Deputy General
  Manager

  




 63
 








 


	
  

  	
   

  	
  BNP PARIBAS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/
  Berangere Allen

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Berangere Allen

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/
  Melissa Balley

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Melissa Balley

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  




 64
 








 


	
  

  	
   

  	
  CALYON NEW YORK BRANCH

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/ Michael Madnick

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Michael Madnick

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/ Yuri Muzichenko

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Yuri Muzichenko

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Director

  




 65
 








 


	
  

  	
   

  	
  BANK OF CHINA, NEW YORK BRANCH

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/ Li Xiao Jing

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Mr. Li Xiao Jing

  
	
   

  	
   

  	
   

  	
  Title:

  	
  General Manager

  




 66
 








 


	
  

  	
   

  	
  NATIONAL CITY BANK (formerly known as National

  City Bank of Pennsylvania)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/ John P. Wojcik

  
	
   

  	
   

  	
   

  	
  Name:

  	
  John P. Wojcik

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Assistant Vice
  President

  




 67
 








 


	
  

  	
   

  	
  BANK HAPOALIM B.M.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/ Charles McLaughlin

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Charles
  McLaughlin

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/ Helen H. Gateson

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Helen H. Gateson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  



 



 68














INDEX OF
EXHIBITS AND SCHEDULES


	
  SCHEDULE 1.01

  	
   

  	
  –

  	
   

  	
  Commitments

  
	
  SCHEDULE 1.01(a)

  	
   

  	
  –

  	
   

  	
  Pricing Schedule

  
	
  SCHEDULE 1.01(b)

  	
   

  	
  –

  	
   

  	
  Existing Letters of Credit

  
	
  SCHEDULE 4.09

  	
   

  	
  –

  	
   

  	
  Material Subsidiaries

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT A

  	
   

  	
  –

  	
   

  	
  Form of Note

  
	
  EXHIBIT B

  	
   

  	
  –

  	
   

  	
  Form of Money Market Quote Request

  
	
  EXHIBIT C

  	
   

  	
  –

  	
   

  	
  Form of Invitation for Money Market Quotes

  
	
  EXHIBIT D

  	
   

  	
  –

  	
   

  	
  Form of Money Market Quote

  
	
  EXHIBIT E

  	
   

  	
  –

  	
   

  	
  Form of Opinion of Counsel for the Co-Borrowers

  
	
  EXHIBIT F

  	
   

  	
  –

  	
   

  	
  Form of Assignment and Assumption Agreement

  
	
  EXHIBIT G

  	
   

  	
  –

  	
   

  	
  Form of Increased Commitment Supplement

  



 











SCHEDULE 1.01


to


Second Amended and
Restated Credit Agreement


Commitments


	
  Bank

  	
   

  	
  Commitment

  	
   

  
	
  JPMorgan Chase Bank,
  N.A.

  	
   

  	
  $

  	
  45,000,000

  	
   

  
	
  Wachovia Bank, N. A.

  	
   

  	
  $

  	
  45,000,000

  	
   

  
	
  Bank of America, N.A.

  	
   

  	
  $

  	
  37,500,000

  	
   

  
	
  Bank of Tokyo–Mitsubishi
  UFJ Trust Company

  	
   

  	
  $

  	
  37,500,000

  	
   

  
	
  SunTrust Bank

  	
   

  	
  $

  	
  37,500,000

  	
   

  
	
  Citicorp North America,
  Inc.

  	
   

  	
  $

  	
  37,500,000

  	
   

  
	
  Mizuho Corporate Bank
  (USA)

  	
   

  	
  $

  	
  37,500,000

  	
   

  
	
  BNP Paribas

  	
   

  	
  $

  	
  27,500,000

  	
   

  
	
  Calyon New York Branch

  	
   

  	
  $

  	
  27,500,000

  	
   

  
	
  Bank of China, New York
  Branch

  	
   

  	
  $

  	
  27,500,000

  	
   

  
	
  National City Bank
  (formerly known as National City Bank of Pennsylvania)

  	
   

  	
  $

  	
  25,000,000

  	
   

  
	
  Bank Hapoalim, B.M.

  	
   

  	
  $

  	
  15,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Commitments

  	
   

  	
  $

  	
  400,000,000.00

  	
   

  



 



 1














SCHEDULE 1.01(a)


to


Second Amended and Restated Credit Agreement


Pricing Schedule


Each of “Euro–Dollar Margin”, “Base Margin”, “CD Margin” and “Facility Fee Rate”
means, for any date, the rate per annum set forth below in the row under such
term, opposite, with respect to the Euro–Dollar Margin, Base Margin and CD
Margin, the applicable Utilization that applies as of such date and in the
column corresponding to the Pricing Level that applies at such date:


	
  Utilization

  	
   

  	
  Level I

  	
   

  	
  Level II

  	
   

  	
  Level III

  	
   

  	
  Level IV

  	
   

  	
  Level V

  	
   

  	
  Level VI

  	
   

  
	
  Facility Fee Rate

  	
   

  
	
  Not Applicable

  	
   

  	
  0.060

  	
  %

  	
  0.080

  	
  %

  	
  0.100

  	
  %

  	
  0.125

  	
  %

  	
  0.150

  	
  %

  	
  0.200

  	
  %

  
	
  Euro–Dollar Margin

  	
   

  
	
  Utilization less than
  or equal to 50%

  	
   

  	
  0.19

  	
  %

  	
  0.27

  	
  %

  	
  0.35

  	
  %

  	
  0.45

  	
  %

  	
  0.55

  	
  %

  	
  0.75

  	
  %

  
	
  Utilization greater than 50%

  	
   

  	
  0.24

  	
  %

  	
  0.32

  	
  %

  	
  0.40

  	
  %

  	
  0.50

  	
  %

  	
  0.60

  	
  %

  	
  0.80

  	
  %

  
	
  Base Margin

  	
   

  
	
  Utilization less than or
  equal to 50%

  	
   

  	
  0.000

  	
  %

  	
  0.000

  	
  %

  	
  0.000

  	
  %

  	
  0.000

  	
  %

  	
  0.000

  	
  %

  	
  0.000

  	
  %

  
	
  Utilization greater
  than 50%

  	
   

  	
  0.000

  	
  %

  	
  0.000

  	
  %

  	
  0.000

  	
  %

  	
  0.000

  	
  %

  	
  0.000

  	
  %

  	
  0.000

  	
  %

  
	
  CD Margin

  	
   

  
	
  Utilization less than
  or equal to 50%

  	
   

  	
  0.315

  	
  %

  	
  0.395

  	
  %

  	
  0.475

  	
  %

  	
  0.575

  	
  %

  	
  0.675

  	
  %

  	
  0.875

  	
  %

  
	
  Utilization greater than 50%

  	
   

  	
  0.365

  	
  %

  	
  0.445

  	
  %

  	
  0.525

  	
  %

  	
  0.625

  	
  %

  	
  0.725

  	
  %

  	
  0.925

  	
  %

  



 


For purposes of this
Schedule, the following terms have the following meanings:


“Level I”
applies at any date if, at such date, Carlisle’s senior unsecured bank or other
unsecured senior debt is rated A- or higher by S&P or A3 or higher by Moody’s.


“Level II”
applies at any date if, at such date, Carlisle’s senior unsecured bank or other
unsecured senior debt is rated BBB+ by S&P or Baa1 by Moody’s.


“Level III”
applies at any date if, at such date, Carlisle’s senior unsecured bank or other
unsecured senior debt is rated BBB by S&P or Baa2 by Moody’s.


“Level IV”
applies at any date if, at such date, Carlisle’s senior unsecured bank or other
unsecured senior debt is rated BBB—by S&P or Baa3 by Moody’s.


“Level V”
applies at any date if, at such date, Carlisle’s senior unsecured bank or other
unsecured senior debt is rated BB+ by S&P or Bal by Moody’s.


“Level VI”
applies at any date, if at such date, no other Pricing Level applies.


“Moody’s”
means Moody’s Investors Service, Inc.



 1
 








“Pricing
Level” refers to the determination of which of Level I,
Level II, Level III, Level IV, Level V or Level VI applies
at any date.


“S&P”
means Standard & Poor’s Ratings Services, a division of The McGraw–Hill
Companies, Inc.


“Utilization”
means at any date the percentage equivalent of a fraction: (i) the
numerator of which is the sum of (A) the aggregate outstanding principal
amount of the Loans after giving effect to any borrowing or payment on such
date plus (B) the LC Exposure after giving effect to any Letter of
Credit issuance or payment on such date and (ii) the denominator of which
is the aggregate amount of the Revolving Credit Commitments at such date, after
giving effect to any reduction of the Revolving Credit Commitments on such
date.


The credit ratings to be
utilized for purposes of this Schedule are those assigned to the senior
unsecured bank debt of Carlisle without third–party credit enhancement and any
rating assigned to any other debt security of Carlisle shall be
disregarded.  The rating in effect at any
date is that in effect at the close of business on such date.  The applicable “Pricing Level” for purposes
of this definition shall be the Pricing Level set forth above which corresponds
with such credit ratings.  In the event
the ratings assigned by S&P or Moody’s fall in different Pricing Levels,
the Pricing Level to be used shall be the Pricing Level containing the highest
rating; provided that if the difference is more
than one full rating category (with changes in the +, - or numerical modifiers
associated with the ratings being considered one full rating category for
purposes of this proviso), the Pricing Level to be used shall be the Pricing
Level containing the rating which is one above the lowest rating assigned.  If the rating system of S&P or Moody’s
shall change or if S&P and Moody’s both no longer rate the unsecured senior
bank debt of Carlisle, the parties hereto shall negotiate in good faith to
amend the references to specific ratings in this definition (including by way
of substituting another rating agency mutually acceptable to Carlisle and the
Administrative Agent for the rating agency with respect to which the rating
system has changed) to reflect such changed rating system, and if an agreement
with Carlisle on this point cannot be reached, the Administrative Agent, acting
in good faith, shall determine the applicable Pricing Level.  Pending agreement on such amendment or the
Administrative Agent’s determination, the rating in effect immediately prior to
such change will be used in determining the Pricing Level hereunder.  As of the Closing Date, the Pricing Level is
Level III.



 2














SCHEDULE 1.01(b)


to


Second Amended and Restated Credit Agreement


Existing Letters of Credit


	
  Letter of Credit Number

  	
   

  	
  Beneficiary

  	
   

  	
  Amount

  	
   

  	
  Expires

  	
   

  
	
  D-241758

  	
   

  	
  National Union-AIG

  	
   

  	
  $

  	
  3,513,137.00

  	
   

  	
  6/30/08

  	
   

  
									



 















SCHEDULE 4.09


to


Second Amended and
Restated Credit Agreement


Material Subsidiaries


(as of July 12, 2007)


	
  1.

  	
   

  	
  Carlisle Corporation

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Trail King Industries, Inc.

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Motion Control Industries, Inc.

  
	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Carlisle FoodService Products Incorporated

  
	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Carlisle Tire & Wheel Company

  
	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Tensolite Company

  
	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Carlisle SynTec Incorporated

  
	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Carlisle International, LLC

  
	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Carlisle Power Transmission Products, Inc.

  
	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  Carlisle Insurance Company

  
	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  Carlisle Coatings & Waterproofing Incorporated

  
	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  Carlisle Holding ApS

  
	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  CSL Manufacturing CV

  
	
   

  	
   

  	
   

  
	
  14.

  	
   

  	
  Carlisle SPV, Inc.

  
	
   

  	
   

  	
   

  
	
  15.

  	
   

  	
  Carlisle Intangible Company

  
	
   

  	
   

  	
   

  
	
  16.

  	
   

  	
  Johnson Truck Bodies, LLC

  
	
   

  	
   

  	
   

  
	
  17.

  	
   

  	
  Hunter Panels, LLC

  
	
   

  	
   

  	
   

  
	
  18.

  	
   

  	
  Carlisle Asia Pacific Limited

  
	
   

  	
   

  	
   

  
	
  19.

  	
   

  	
  Carlisle Brake Products (Hangzhou) Co., Ltd.

  
	
   

  	
   

  	
   

  
	
  20.

  	
   

  	
  Carlisle Brake Products (UK) Limited

  
	
   

  	
   

  	
   

  
	
  21.

  	
   

  	
  Carlisle Canada, a general partnership

  
	
   

  	
   

  	
   

  
	
  22.

  	
   

  	
  Insulfoam LLC

  
	
   

  	
   

  	
   

  
	
  23.

  	
   

  	
  Carlisle Holding Limited

  
	
   

  	
   

  	
   

  
	
  24.

  	
   

  	
  Carlisle Management Company

  
	
   

  	
   

  	
   

  
	
  25.

  	
   

  	
  Versico Incorporated

  
	
   

  	
   

  	
   

  
	
  26.

  	
   

  	
  Carlisle TPO, Inc.

  
	
   

  	
   

  	
   

  
	
  27.

  	
   

  	
  Carlisle (Meizhou) Rubber Products Co., Ltd.

  
	
   

  	
   

  	
   

  
	
  28.

  	
   

  	
  Carlisle Europe BV

  



 















EXHIBIT A


to


Second Amended and
Restated Credit Agreement


Note


	
  $

  	
   

  	
   

  	
   

  	
  Dallas, Texas

  



 


For value received,
Carlisle Companies Incorporated, a Delaware corporation (“Carlisle”)
and Carlisle Management Company, a Delaware corporation (“CMC” and together
with Carlisle, herein the “Co-Borrowers”), jointly and severally promise
to pay to the order of                                      
(the “Bank”), for the account of its
Applicable Lending Office, the unpaid principal amount of each Loan made by the
Bank pursuant to the Credit Agreement referred to below on the maturity date
provided for in the Credit Agreement. 
The Co-Borrowers each jointly and severally promise to pay interest on
the unpaid principal amount of each such Loan on the dates and at the rate or
rates provided for in the Credit Agreement. 
All such payments of principal and interest shall be made in lawful
money of the United States in Federal or other immediately available funds at
the office of the Administrative Agent.


All Loans made by the
Bank, the respective types and maturities thereof and all repayments of the
principal thereof shall be recorded by the Bank and, if the Bank so elects in
connection with any transfer or enforcement hereof, appropriate notations to
evidence the foregoing information with respect to each such Loan then
outstanding may be endorsed by the Bank on the schedule attached hereto, or on
a continuation of such schedule attached to and made a part hereof, provided that the failure of the Bank to make any such
recordation or endorsement shall not affect the obligations of the Co-Borrowers
hereunder or under the Credit Agreement.


This note is one of the
Notes referred to in the Second Amended and Restated Credit Agreement dated as
of July 12, 2007 among Carlisle Companies Incorporated, Carlisle
Management Company, the Banks party thereto, and JPMorgan Chase Bank, N.A., as
Administrative Agent (as the same may be amended from time to time, the “Credit Agreement”). 
Terms defined in the Credit Agreement are used herein with the same
meanings.  Reference is made to the
Credit Agreement for provisions for the prepayment hereof and the acceleration
of the maturity hereof.


	
   

  	
  CARLISLE COMPANIES INCORPORATED

  
	
   

  	
  CARLISLE MANAGEMENT COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Authorized Officer for Each Co-Borrower

  



 











EXHIBIT B


to


Second Amended and
Restated Credit Agreement


Form of Money Market
Quote Request


[Date]


	
  To:

  	
   

  	
  JPMorgan Chase Bank, N.A. (the “Administrative
  Agent”)

  
	
   

  	
   

  	
   

  
	
  From:

  	
   

  	
  Carlisle Companies Incorporated (“Carlisle”)

  
	
   

  	
   

  	
   

  
	
  Re:

  	
   

  	
  Second Amended and Restated Credit Agreement (as
  amended from time to time, the “Credit Agreement”) dated as of July 12,
  2007 among Carlisle Companies Incorporated, Carlisle Management Company, the
  Banks party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent

  
	
   

  	
   

  	
   

  
	
  We hereby give notice
  pursuant to Section 2.03 of the Credit Agreement that we request Money  Market Quotes for the following proposed
  Money Market Borrowing(s):

  
	
   

  
	
   

  	
   

  	
  Date of Borrowing:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Co-Borrower requesting the Borrowing:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Principal Amount(1)

  	
  Interest Period(2)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  $

  
								



 


Such Money Market
Quotes should offer a Money Market [Margin] [Absolute Rate].  [The applicable base rate is the London
Interbank Offered Rate.]


Terms used herein
have the meanings assigned to them in the Credit Agreement.


	
  

  	
   

  	
  CARLISLE COMPANIES INCORPORATED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  



 






(1) Amount must be
$10,000,000 or a larger multiple of $1,000,000.


(2) Not less than one month (LIBOR Auction) or not less than 14 days
(Absolute Rate Auction), subject to the provisions of the definition of
Interest Period.











EXHIBIT C


to


Second Amended and
Restated Credit Agreement


Form of Invitation
for Money Market Quotes


	
  To

  	
   

  	
  [Name of Bank]

  
	
   

  	
   

  	
   

  
	
  Re:

  	
   

  	
  Invitation for Money Market Quotes to Carlisle
  Companies Incorporated (“Carlisle”)

  
	
   

  	
   

  	
   

  
	
  Pursuant to
  Section 2.03 of the Second Amended and Restated Credit Agreement dated
  as of July 12, 2007 among Carlisle, Carlisle Management Company, the
  Banks party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent,
  we are pleased on behalf of Carlisle to invite you to submit Money
  Market Quotes to Carlisle for the following proposed Money Market Borrowing(s):

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date of Borrowing:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Co-Borrower requesting the Borrowing:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Principal Amount

  	
  Interest Period

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
  Such Money Market
  Quotes should offer a Money Market [Margin] [Absolute Rate]. [The applicable
  base rate is the London Interbank Offered Rate.]

  
	
   

  
	
   

  	
   

  	
  Please respond to this invitation by no later than
  [2:00 P.M.] [9:30 A.M.] (New York City time) on [date].

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  JPMorgan Chase Bank, N.A., as Administrative Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Authorized Officer

  
										



 















EXHIBIT D


to


Second Amended and
Restated Credit Agreement


Form of Money
Market Quote


To:          JPMorgan
Chase Bank, N.A. as Administrative Agent


Re           Money
Market Quote to Carlisle Companies Incorporated (“Carlisle”)


In response to your
invitation on behalf of Carlisle dated                ,
20       , we hereby make the following
Money Market Quote on the following terms:


1.             Quoting
Bank:


2.             Person
to contact at Quoting Bank:


3.             Date
of Borrowing:   (3)


4.             We
hereby offer to make Money Market Loan(s) in the following principal amounts,
for the following Interest Periods and at the following rates:


	
  Principal

  	
   

  	
   

  	
   

  	
  Money Market

  	
   

  
	
  Amount(4)

  	
   

  	
  Interest Period(5)

  	
   

  	
  [Margin](6)

  	
   

  	
  [Absolute Rate](7)

  	
   

  
	
  $

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  $

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


[Provided, that the
aggregate principal amount of Money Market Loans for which the above offers may
be accepted shall not exceed $                                                .](8)






(3) As specified
in the related Invitation.


(4) Principal
amount bid for each Interest Period may not exceed principal amount
requested.  Specify aggregate limitation
if the sum of the individual offers exceeds the amount the Bank is willing to
lend.  Bids must be made for $5,000,000
or a larger multiple of $1,000,000.


(5) Not less than
one month or not less than 30 days, as specified in the related
Invitation.  No more than five bids are
permitted for each Interest Period.


(6) Margin over or
under the London Interbank Offered Rate determined for the applicable Interest
Period.  Specify percentage (to the nearest
1/10,000 of 1%) and specify whether "PLUS" or "MINUS"


(7) Specify rate
of interest per annum (to the nearest 1/10,000 of 1%).


(8) Principal
amount bid for each Interest Period may not exceed principal amount
requested.  Specify aggregate limitation if
the sum of the individual offers exceeds the amount the Bank is willing to
lend.  Bids must be made for $5,000,000
or a larger multiple of $1,000,000.



 1
 








We understand and agree that the offer(s) set forth
above, subject to the satisfaction of the applicable conditions set forth in
the Second Amended and Restated Credit Agreement dated as of July 12, 2007
among Carlisle, Carlisle Management Company, the Banks party thereto, and
JPMorgan Chase Bank, N.A., as Administrative Agent, irrevocably obligates us to
make the Money Market Loan(s) for which any offer(s) are accepted, in whole or
in part.


	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [NAME OF BANK]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Authorized Officer

  
						



 



 2














EXHIBIT E


to


Second Amended and
Restated Credit Agreement


Opinion of


Counsel for the
Co-Borrowers


July 12, 2007


To the Banks and the Administrative Agent


Referred to Below


c/o JPMorgan Chase Bank, N.A., as Administrative Agent


2001 Ross Ave. 3rd Floor


Dallas, Texas 75201


Dear Sirs:


I am Vice President,
Secretary and General Counsel of Carlisle Companies Incorporated (“Carlisle”)
and Secretary of Carlisle Management Company (“CMC” and together with
Carlisle, herein the “Co-Borrowers”), and in my capacity as an employee
of Carlisle, I have participated in the execution and delivery of the Second
Amended and Restated Credit Agreement (the “Credit Agreement”) dated as of
July 12, 2007 among the Co-Borrowers, the Banks party thereto and JPMorgan
Chase Bank, N.A., as Administrative Agent. 
Terms defined in the Credit Agreement are used herein as therein
defined.  This opinion is being rendered
to you pursuant to Section 3.01(b) of the Credit Agreement.


I have examined originals
or copies, certified or otherwise identified to my satisfaction, of such
documents, corporate records, certificates of public officials and other
instruments and have conducted such other investigations of fact and law as I
have deemed necessary or advisable for purposes of this opinion.


The opinions expressed in
this letter are limited to the laws of the States of New York and Delaware and
the Federal laws of the United States of America.


Upon the basis of the
foregoing, I am of the opinion that:


1.             Each Co-Borrower is a corporation duly incorporated,
validly existing and in good standing under the laws of Delaware and has all
corporate powers and all material governmental licenses, authorizations,
consents and approvals required to carry on its business as now conducted.


2.             The execution, delivery and performance by each
Co-Borrower of the Credit Agreement and the Notes are within the corporate
powers of each Co-Borrower, have been duly authorized by all necessary
corporate action, require no action by or in respect of, or filing with, any governmental
body, agency or official and do not contravene, or constitute a default under,
any provision of applicable law or regulation or of the certificate of
incorporation or by–laws of either Co-Borrower or of any agreement, judgment,
injunction, order, decree or other instrument binding upon either Co-Borrower
or any of Carlisle’s Material Subsidiaries or result in the creation or
imposition of any Lien on any asset of either Co-Borrower or any of Carlisle’s
Material Subsidiaries.


3.             The Credit Agreement constitutes a valid and binding
agreement of each Co-Borrower and each Note constitutes a valid and binding
obligation of each Co-Borrower, in each case enforceable in 



 1
 








accordance with
its terms except as the same may be limited by bankruptcy, insolvency or
similar laws affecting creditors’ rights generally and by general principles of
equity.


4.             There is no action, suit or proceeding pending against,
or to the best of our knowledge threatened against or affecting, either
Co-Borrowers or any of Subsidiaries of Carlisle before any court or arbitrator
or any governmental body, agency or official, in which there is a reasonable
possibility of an adverse decision which could materially adversely affect the
business, consolidated financial position or consolidated results of operations
of either Co-Borrower and Carlisle’s Consolidated Subsidiaries, considered as a
whole, or which in any manner draws into question the validity of the Credit
Agreement or the Notes.


5.             Each of Carlisle’s corporate Subsidiaries is a
corporation validly existing and in good standing under the laws of its
jurisdiction of incorporation, and has all corporate powers and all material
governmental licenses, authorizations, consents and approvals required to carry
on its business as now conducted except where the failure to have such powers,
licenses, authorizations, consents or approvals could not reasonably be
expected to have a Material Adverse Effect.


	
  

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  



 



 2














EXHIBIT F


to


Second Amended and
Restated Credit Agreement


Assignment And Assumption


This Assignment and
Assumption (the “Assignment and Assumption”) is dated as of the
Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”).  Capitalized terms used but not defined herein
shall have the meanings given to them in the Credit Agreement identified below
(as amended, the “Credit Agreement”), receipt of a copy of which is
hereby acknowledged by the Assignee.  The
Standard Terms and Conditions set forth in Annex 1 attached hereto are
hereby agreed to and incorporated herein by reference and made a part of this
Assignment and Assumption as if set forth herein in full.


For an agreed
consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the
Assignor, subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of the Assignor’s
rights and obligations in its capacity as a Bank under the Credit Agreement and
any other documents or instruments delivered pursuant thereto to the extent
related to the amount and percentage interest identified below of all of such
outstanding rights and obligations of the Assignor under the respective
facilities identified below (including any letters of credit, guarantees, and
swingline loans included in such facilities) and (ii) to the extent
permitted to be assigned under applicable law, all claims, suits, causes of
action and any other right of the Assignor (in its capacity as a Bank) against
any Person, whether known or unknown, arising under or in connection with the
Credit Agreement, any other documents or instruments delivered pursuant thereto
or the loan transactions governed thereby or in any way based on or related to
any of the foregoing, including contract claims, tort claims, malpractice
claims, statutory claims and all other claims at law or in equity related to
the rights and obligations sold and assigned pursuant to clause (i) above
(the rights and obligations sold and assigned pursuant to clauses (i) and
(ii) above being referred to herein collectively as the “Assigned Interest”).  Such sale and assignment is without recourse
to the Assignor and, except as expressly provided in this Assignment and
Assumption, without representation or warranty by the Assignor.


	
  1.

  	
   

  	
  Assignor:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Assignee:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  [and is an affiliate/Approved Fund of [identify Bank]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Co-Borrowers(s):

  	
   

  	
  Carlisle Companies Incorporated and Carlisle
  Management Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Administrative Agent:

  	
   

  	
  JPMorgan Chase Bank, N.A., as the administrative
  agent under the Credit Agreement

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Credit Agreement:

  	
   

  	
  $400,000,000 Second Amended and Restated Credit
  Agreement dated as of July 12, 2007 among Carlisle Companies
  Incorporated, Carlisle Management Company, the Banks parties thereto, and
  JPMorgan Chase Bank, N.A., as Administrative Agent

  




 1
 








 


	
  6.

  	
   

  	
  Assigned Interest:

  	
   

  	
   

  



 


	
  

  	
   

  	
  Aggregate Amount of

  	
   

  	
  Amount of

  	
   

  	
  Percentage Assigned of

  	
   

  
	
   

  	
   

  	
  Commitment/Loans for

  	
   

  	
  Commitment/Loans

  	
   

  	
  Commitment/Loans

  	
   

  
	
  Facility Assigned

  	
   

  	
  all Banks

  	
   

  	
  Assigned

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  $

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
  $

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
  %

  
	
  

  	
   

  	
  $

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
  %

  



 


Effective Date:                           
     , 20      [TO BE
INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF
RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]


The Assignee agrees to
deliver to the Administrative Agent a completed Administrative Questionnaire in
which the Assignee designates one or more credit contacts to whom all syndicate-level
information  (which may contain material
non-public information about Carlisle and its affiliates and subsidiaries or
their respective securities) will be made available and who may receive such
information in accordance with the Assignee’s compliance procedures and
applicable laws, including Federal and state securities laws.


The terms set forth in
this Assignment and Assumption are hereby agreed to:


	
  

  	
   

  	
  ASSIGNOR

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [NAME OF ASSIGNOR]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ASSIGNEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [NAME OF ASSIGNEE]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
  [Consented to and] Accepted:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  JPMORGAN CHASE BANK, N.A.,

  	
   

  	
   

  
	
  as Administrative Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  
							




 2
 








 


	
  [Consented to:]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CARLISLE COMPANIES INCORPORATED

  	
   

  	
   

  
	
  CARLISLE MANAGEMENT COMPANY

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  
					



 



 3














ANNEX 1


SECOND AMENDED AND
RESTATED CREDIT AGREEMENT DATED JULY 12, 2007 AMONG CARLISLE COMPANIES
INCORPORATED, CARLISLE MANAGEMENT COMPANY, THE BANKS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A., AS THE ADMINISTRATIVE AGENT


STANDARD TERMS AND
CONDITIONS FOR


ASSIGNMENT AND
ASSUMPTION


1.             Representations
and Warranties.


1.1  Assignor.  The Assignor (a) represents and warrants
that (i) it is the legal and beneficial owner of the Assigned Interest,
(ii) the Assigned Interest is free and clear of any lien, encumbrance or
other adverse claim and (iii) it has full power and authority, and has
taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby; and
(b) assumes no responsibility with respect to (i) any statements,
warranties or representations made in or in connection with the Credit
Agreement or any other Loan Document, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Loan Documents
or any collateral thereunder, (iii) the financial condition of the
Co-Borrowers, any of the Subsidiaries or Affiliates of Carlisle or any other
Person obligated in respect of any Loan Document or (iv) the performance
or observance by the Co-Borrowers, any of the Subsidiaries or Affiliates of
Carlisle or any other Person of any of their respective obligations under any
Loan Document.


1.2.  Assignee.  The Assignee (a) represents and warrants
that (i) it has full power and authority, and has taken all action necessary,
to execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby and to become a Bank under the Credit
Agreement, (ii) it satisfies the requirements, if any, specified in the
Credit Agreement that are required to be satisfied by it in order to acquire
the Assigned Interest and become a Bank, (iii) from and after the
Effective Date, it shall be bound by the provisions of the Credit Agreement as
a Bank thereunder and, to the extent of the Assigned Interest, shall have the
obligations of a Bank thereunder, (iv) it has received a copy of the
Credit Agreement, together with copies of the most recent financial statements
delivered pursuant to Section 5.01 thereof, as applicable, and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment and Assumption and to
purchase the Assigned Interest on the basis of which it has made such analysis
and decision independently and without reliance on the Administrative Agent or
any other Bank, and (v) if it is a Foreign Bank, attached to the
Assignment and Assumption is any documentation required to be delivered by it
pursuant to the terms of the Credit Agreement, duly completed and executed by the
Assignee; and (b) agrees that (i) it will, independently and without
reliance on the Administrative Agent, the Assignor or any other Bank, and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
the Loan Documents, and (ii) it will perform in accordance with their
terms all of the obligations which by the terms of the Loan Documents are
required to be performed by it as a Bank.


2.             Payments.  From and after the Effective Date, the
Administrative Agent shall make all payments in respect of the Assigned
Interest (including payments of principal, interest, fees and other amounts) to
the Assignor for amounts which have accrued to but excluding the Effective Date
and to the Assignee for amounts which have accrued from and after the Effective
Date.


3.             General
Provisions.  This Assignment and
Assumption shall be binding upon, and inure to the benefit of, the parties
hereto and their respective successors and assigns.  This Assignment and Assumption may be
executed in any number of counterparts, which together shall constitute one
instrument.  Delivery of an executed
counterpart of a signature page of this Assignment and Assumption by telecopy
shall be effective as delivery of a manually executed counterpart of this
Assignment and Assumption.  This
Assignment and Assumption shall be governed by, and construed in accordance
with, the law of the State of New York.



   
 








EXHIBIT G


to


Second Amended and
Restated Credit Agreement


Form of Increased
Commitment Supplement


This INCREASED COMMITMENT
SUPPLEMENT (this “Supplement”) is dated as of                  ,
       and entered into by and among Carlisle
Companies Incorporated, a Delaware corporation (“Carlisle”), Carlisle
Management Company, a Delaware corporation (“CMC” and together with Carlisle,
herein the “Co-Borrowers”), each of the banks or other lending
institutions which is a signatory hereto (the “Banks”), JPMorgan Chase Bank,
N.A., as administrative agent for itself and the other parties (in such
capacity, together with its successors in such capacity, the “Administrative
Agent”), and is made with reference to that certain Second Amended and Restated
Credit Agreement dated as of July 12, 2007 (as amended, the “Credit
Agreement”), by and among the Co-Borrowers, the banks party thereto and the
Administrative Agent.  Capitalized terms
used herein without definition shall have the same meanings herein as set forth
in the Credit Agreement.


RECITALS


WHEREAS, pursuant to
Section 2.18 of the Credit Agreement, the Co-Borrowers and the Banks are
entering into this Increased Commitment Supplement to provide for the increase
of the aggregate Commitments;


WHEREAS, each Bank party
[hereto and already a party to the Credit Agreement] wishes to increase its
Commitment [, and each Bank, to the extent not already a Bank party to the
Credit Agreement (herein a “New Bank”), wishes to become a Bank party to the
Credit Agreement];


WHEREAS, the Banks are
willing to agree to supplement the Credit Agreement in the manner provided
herein.


NOW, THEREFORE, in
consideration of the premises and the agreements, provisions and covenants
herein contained, the parties hereto agree as follows:


Section 1.               Increase
in Revolving Commitments.  Subject to
the terms and conditions hereof, each Bank severally agrees that its Commitment
shall be increased to [or in the case of a New Bank, shall be] the amount set
forth opposite its name on the signature pages hereof.


Section 2.               [New
Banks.  Each New Bank (i) confirms
that it has received a copy of the Credit Agreement and the other Loan
Documents, together with copies of the most recent financial statements of
Carlisle delivered under Section 5.01 and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Supplement; (ii) agrees that it has,
independently and without reliance upon the Administrative Agent, any other
Bank or any of their officers, directors, subsidiaries or affiliates and based
on such documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Supplement; (iii) agrees
that it will, independently and without reliance upon the Administrative Agent,
any other Bank or any of their officers, directors, subsidiaries or affiliates
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Loan Documents; (iv) appoints and authorizes the Administrative
Agent to take such action as agent on its behalf and to exercise such powers
and discretion under the Loan Documents as are delegated to the Administrative
Agent by the terms thereof, together with such powers and discretion as are 



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reasonably
incidental thereto; and (v) agrees that it is a “Bank” under the Loan
Documents and will perform in accordance with their terms all of the
obligations that by the terms of the Loan Documents are required to be
performed by it as a Bank.


Section 3.               Representations
and Warranties.  In order to induce
the Banks to enter into this Supplement and to supplement the Credit Agreement
in the manner provided herein, the Co-Borrowers represents and warrants to the
Administrative Agent and each Bank that (a) the representations and
warranties contained in Article 4 of the Credit Agreement are and will be
true, correct and complete on and as of the effective date hereof to the same
extent as though made on and as of that date and for that purpose, this
Supplement shall be deemed to be included as part of the Agreement referred to
therein, and (b) no event has occurred and is continuing or will result
from the consummation of the transactions contemplated by this Supplement that
would constitute a Default.


Section 4.               Effect
of Supplement.  The terms and
provisions set forth in this Supplement shall modify and supersede all
inconsistent terms and provisions set forth in the Credit Agreement and except
as expressly modified and superseded by this Supplement, the terms and
provisions of the Credit Agreement are ratified and confirmed and shall
continue in full force and effect.  The
Co-Borrowers, the Administrative Agent, and the Banks agree that the Credit
Agreement as supplemented hereby and the other Loan Documents shall continue to
be legal, valid, binding and enforceable in accordance with their respective
terms.  Any and all agreements,
documents, or instruments now or hereafter executed and delivered pursuant to
the terms hereof or pursuant to the terms of the Credit Agreement as
supplemented hereby, are hereby amended so that any reference in such documents
to the Credit Agreement shall mean a reference to the Credit Agreement as
supplemented hereby.


Section 5.               Applicable
Law.  This Supplement shall be
governed by, and construed in accordance with, the laws of the State of New
York and applicable laws of the United States of America.  This governing law election has been made by
the parties in reliance (at least in part) on Section 5–1401 of the General
Obligations Law of the State of New York, as amended (as and to the extent
applicable), and other applicable law.


Section 6.               Counterparts,
Effectiveness.  This Supplement may
be executed in any number of counterparts, by different parties hereto in separate
counterparts and on telecopy counterparts, each of which when so executed and
delivered shall be deemed an original, but all such counterparts together shall
constitute but one and the same instrument; signature pages may be detached
from multiple separate counterparts and attached to a single counterpart so
that all signature pages are physically attached to the same document.  This Supplement shall become effective upon
the execution of a counterpart hereof by the Co-Borrowers, the Banks and receipt
by the Co-Borrowers and the Administrative Agent of written or telephonic
notification of such execution and authorization of delivery thereof.


Section 7.               Entire
Agreement.  This Supplement embodies
the final, entire agreement among the parties relating to the subject matter
hereof and supersede any and all previous commitments, agreements,
representations and understandings, whether oral or written, relating to the
subject matter hereof and may not be contradicted or varied by evidence of
prior, contemporaneous or subsequent oral agreements or discussions of the
parties hereto.  There are no unwritten
oral agreements among the parties hereto.



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


 


	
  

  	
  CARLISLE COMPANIES INCORPORATED

  
	
   

  	
  CARLISLE MANAGEMENT COMPANY, as the Co-

  Borrowers

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  New Total Revolving Commitment:

  	
   

  	
   

  
	
  $                                  

  	
   

  	
  JPMORGAN CHASE BANK, N.A., individually and as 

  the Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
  $                                          

  	
   

  	
   

  	
  [BANK]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  $                                          

  	
   

  	
   

  	
  [NEW BANK]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						



 



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