STRUCTURE, EXCEPT THAT, WITH RESPECT TO ANY DOCUMENT OR SIMILAR ITEM
THAT IN EITHER CASE CONTAINS INFORMATION CONCERNING THE TAX TREATMENT OR TAX
STRUCTURE OF THE TRANSACTIONS CONTEMPLATED HEREBY AS WELL AS OTHER INFORMATION,
THIS PROVISO SHALL ONLY APPLY TO SUCH PORTIONS OF THE DOCUMENT OR SIMILAR ITEM
THAT RELATE TO THE TAX TREATMENT OR TAX STRUCTURE OF THE SUCH TRANSACTIONS.
EACH BANK ACKNOWLEDGES THAT INFORMATION FURNISHED TO IT PURSUANT TO THIS
AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING CARLISLE AND
ITS SUBSIDIARIES AND AFFILIATES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS
THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL
NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC
INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING
FEDERAL AND STATE SECURITIES LAWS.
ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY
CARLISLE OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF
ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY
CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT CARLISLE AND ITS SUBSIDIARIES AND
AFFILIATES OR THEIR RESPECTIVE SECURITIES.
ACCORDINGLY, EACH BANK REPRESENTS TO
CARLISLE AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS
ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT
MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE
PROCEDURES AND APPLICABLE LAW.
55
SECTION 9.17.
USA PATRIOT ACT.
EACH BANK THAT IS SUBJECT TO THE REQUIREMENTS
OF THE USA PATRIOT ACT (TITLE III OF PUB. L. 107-56 (SIGNED INTO LAW OCTOBER 26,
2001)) (THE "ACT") HEREBY NOTIFIES THE CO-BORROWERS THAT PURSUANT TO THE
REQUIREMENTS OF THE ACT, IT IS REQUIRED TO OBTAIN, VERIFY AND RECORD INFORMATION
THAT IDENTIFIES THE CO-BORROWERS, WHICH INFORMATION INCLUDES THE NAME AND
ADDRESS OF THE CO-BORROWERS AND OTHER INFORMATION THAT WILL ALLOW SUCH BANK TO
IDENTIFY THE CO-BORROWERS IN ACCORDANCE WITH THE ACT.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.
CARLISLE COMPANIES INCORPORATED
CARLISLE MANAGEMENT COMPANY
By:
/s/ Carol P. Lowe
Carol P. Lowe, Vice President & Chief Financial
Officer of Carlisle Companies Incorporated and
President and Secretary of Carlisle Management
Company
56
JPMORGAN CHASE BANK, N.A., as Administrative
Agent, Issuing Bank, Swingline Bank and as a Bank
By:
/s/ Michael Lister
Michael Lister, Managing Director
57
WACHOVIA BANK, N.A., as syndication agent and as
a Bank
By:
/s/ C. Jeffrey Seaton
Name:
C. Jeffrey Seaton
Title:
Managing Director
58
BANK OF AMERICA, N.A., as co-documentation agent
and as a Bank
By:
/s/ W. Thomas Barnett
Name:
W. Thomas Barnett
Title:
Senior Vice President
59
SUNTRUST BANK, as co-documentation agent and as
a Bank
By:
/s/ Michael Lapresi
Name:
Michael Lapresi
Title:
Managing Director
60
BANK OF TOKYO-MITSUBISHI UFJ TRUST
COMPANY, as co-documentation agent and as a Bank
By:
/s/ Lawrence Elkins
Name:
Lawrence Elkins
Title:
Vice President
61
CITICORP NORTH AMERICA, INC., as co-
documentation agent and as a Bank
By:
/s/ Thomas Ny
Name:
Thomas