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