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