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NOTICE IS WITHDRAWN OR SUCH COVENANT IS AMENDED IN A MANNER SATISFACTORY TO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