0001104659-10-062111 Sample Contracts

CARLISLE COMPANIES INCORPORATED Debt Securities Underwriting Agreement
Underwriting Agreement • December 10th, 2010 • Carlisle Companies Inc • Fabricated rubber products, nec • New York

From time to time Carlisle Companies Incorporated, a Delaware corporation (the “Company”), proposes to enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) such aggregate principal amount of the Company’s debt securities (the “Securities”) as specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the “Designated Securities”).

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Contract
Carlisle Companies Inc • December 10th, 2010 • Fabricated rubber products, nec

This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary or a nominee thereof. This Security may not be transferred to, or registered or exchanged for Securities registered in the name of, any Person other than the Depository Trust Company or a nominee thereof and no such transfer may be registered, except in the limited circumstances described in the Indenture. Every Security authenticated and delivered upon registration or transfer of, or in exchange for or in lieu of, this Security shall be a Global Security subject to the foregoing, except in such limited circumstances.

CARLISLE COMPANIES INCORPORATED and as Original Trustee and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Series Trustee
Indenture • December 10th, 2010 • Carlisle Companies Inc • Fabricated rubber products, nec • Florida

SECOND SUPPLEMENTAL INDENTURE, dated as of December 9, 2010 (this “Instrument”), among CARLISLE COMPANIES INCORPORATED, a Delaware corporation (the “Company”), U.S. BANK NATIONAL ASSOCIATION (as successor to State Street Bank and Trust Company, as successor to Fleet National Bank), a national banking association in its capacity as existing trustee under the Indenture described below (the “Original Trustee”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association (the “Series Trustee”).

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