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,