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