EXHIBIT
10.1


$11,500,000,000


TERM LOAN AGREEMENT


among


IBM INTERNATIONAL GROUP B.V.


The
Several Lenders


from Time to Time Parties Hereto


MORGAN
STANLEY SENIOR FUNDING, INC.,


as Administrative Agent


DEUTSCHE
BANK AG CAYMAN ISLANDS BRANCH,


as Documentation Agent


and


LEHMAN
COMMERCIAL PAPER, INC.,


as Syndication Agent


Dated as of May 25, 2007


MORGAN STANLEY SENIOR FUNDING, INC.


DEUTSCHE BANK SECURITIES INC.,


and


LEHMAN BROTHERS INC.,


as Joint Lead Arrangers and Joint Bookrunners
















TERM LOAN AGREEMENT, dated as of May 25, 2007, among
IBM INTERNATIONAL GROUP B.V., a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) organized under the laws
of The Netherlands (the “Borrower”) with
corporate seat in Amsterdam, the Netherlands, the several banks and other
financial institutions from time to time parties to this Agreement (the “Lenders”), MORGAN STANLEY SENIOR FUNDING, INC., as
administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”), DEUTSCHE BANK AG CAYMAN ISLANDS
BRANCH, as Documentation Agent (in such capacity, the “Documentation
Agent”), and LEHMAN COMMERCIAL PAPER, INC., as Syndication Agent (in
such capacity, the “Syndication Agent”).


The parties hereto hereby agree as follows:


SECTION 1.  DEFINITIONS


1.1.          Defined Terms.  As used in this Agreement, the following
terms shall have the following meanings:


“ABR”:  for any day, a rate per annum (rounded
upwards, if necessary, to the next 1/16 of 1%) equal to the greatest of (a) the
Prime Rate in effect on such day, (b) the Base CD Rate in effect on such day
plus 1% and (c) the Federal Funds Effective Rate in effect on such day plus 1/2
of 1%.  For purposes hereof:  “Prime Rate”
shall mean the rate of interest per annum from time to time published in the “Money
Rates” section of The Wall Street Journal as being
the “Prime Lending Rate” or, if more than one rate is published as the Prime
Lending Rate, then the highest of such rates (each change in the Prime Rate to
be effective as of the date of publication in The Wall
Street Journal of a Prime Lending Rate that is different from that
published on the preceding Business Day); provided that in the event that The Wall Street Journal shall, for any reason, fail or cease
to publish the Prime Lending Rate, Administrative Agent shall choose a
reasonably comparable index or source to use as the basis for the Prime Lending
Rate; “Base CD Rate” shall mean the sum of (a)
the product of (i) the Three-Month Secondary CD Rate and (ii) a fraction, the
numerator of which is one and the denominator of which is one minus the CD
Reserve Percentage and (b) the CD Assessment Rate; “Three-Month
Secondary CD Rate” shall mean, for any day, the secondary market
rate for three-month certificates of deposit reported as being in effect on
such day (or, if such day shall not be a Business Day, the next preceding
Business Day) by the Board through the public information telephone line of the
Federal Reserve Bank of New York (which rate will, under the current practices
of the Board, be published in Federal Reserve Statistical Release H.15(519)
during the week following such day), or, if such rate shall not be so reported
on such day or such next preceding Business Day, the average of the secondary
market quotations for three-month certificates of deposit of major money center
banks in New York City received at approximately 10:00 A.M., New York City
time, on such day (or, if such day shall not be a Business Day, on the next
preceding Business Day) by the Administrative Agent from three New York City
negotiable certificate of deposit dealers of recognized standing selected by
it; “CD Reserve Percentage” shall mean, for
any day, that percentage (expressed as a decimal) which is in effect on such
day, as prescribed by the Board, for determining the maximum reserve
requirement for a Depositary Institution (as defined in Regulation D of the
Board) in respect of new non personal time deposits in Dollars having a
maturity of 30 days or more; and “CD Assessment Rate”
shall mean, for any day, the annual assessment rate in effect on such day which
is payable by a member of the Bank Insurance Fund classified as “well-capitalized”
and within supervisory subgroup “A” (or a comparable successor assessment risk
classification) within the meaning of 12 C.F.R. § 327.3(e) (or any successor
provision) to the Federal Deposit Insurance Corporation (or any successor) for
such Corporation’s (or such successor’s) insuring time deposits at offices of
such institution in the United States. 
If for any reason the Administrative Agent shall have determined (which
determination shall be conclusive absent manifest error) that it is unable to
ascertain the Base CD Rate or the Federal 













Funds Effective Rate, or both, for any reason, including the inability
or failure of the Administrative Agent to obtain sufficient quotations in
accordance with the terms thereof, the ABR shall be determined without regard
to clause (b) or (c), or both, of the first sentence of this definition, as appropriate,
until the circumstances giving rise to such inability no longer exist.  Any change in the ABR due to a change in the
Prime Rate, the Three-Month Secondary CD Rate, the CD Reserve Percentage, the
CD Assessment Rate or the Federal Funds Effective Rate shall be effective on
the effective day of such change in the Prime Rate, the Three-Month Secondary
CD Rate, the CD Reserve Percentage, the CD Assessment Rate or the Federal Funds
Effective Rate, respectively.


“ABR Loans”:  Loans the rate of interest applicable to
which is based upon the ABR.


“Act”:  as defined in Section 9.21.


“Agreement”:  this Credit Agreement, as amended,
supplemented or otherwise modified from time to time.


“Applicable Eurodollar
Margin”:  0.10%.


“Assignment and Acceptance”:  an Assignment and Acceptance, substantially
in the form of Exhibit C.


“Banking Day”:  in
respect of any city, any day on which commercial banks are open for business
(including dealings in foreign exchange and foreign currency deposits) in that
city.


“Board”:  the Board of Governors of the Federal Reserve
System of the United States (or any successor).


“Borrower”:  as defined in the first paragraph of this
Agreement.


“Borrower Obligations”:  any and all obligations of the Borrower for
the payment of money hereunder or in respect hereof, whether absolute or
contingent.


“Borrowing”:  the borrowing of Loans hereunder on the
Borrowing Date.


“Borrowing Date”:
the date the Borrower requests that Loans be made to it by the Lenders
hereunder as set forth in the Funding Request.


“Business Day”:  a day other than a Saturday, Sunday or other
day on which commercial banks in New York City, and, for the purposes of
Sections 2.12(a) and 7.1(a), Amsterdam, The Netherlands, are authorized or
required by law to close, except that, when used in connection with an
Eurodollar Loan with respect to which the Eurodollar Rate is determined based
upon the Telerate screen in accordance with the definition of Eurodollar Rate, “Business
Day” shall mean any Business Day on which dealings in foreign currencies and
exchange between banks may be carried on in London, England and New York, New
York.


“Capital Lease”:  with respect to any Person, any obligation of
such Person to pay rent or other amounts under a lease with respect to any
property (whether real, personal or mixed) acquired or leased by such Person
that is required to be accounted for as a liability on a balance sheet of such
Person in accordance with GAAP.



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“Closing Date”:  the date on which the conditions in Section
4.1 have been satisfied or waived hereunder.


“Code”:  the Internal Revenue Code of 1986, as amended
from time to time.


“Commitment”:  as to any Lender, the obligation of such
Lender to make Loans to the Borrower hereunder in an aggregate principal amount
not to exceed the amount set forth opposite such Lender’s name on Schedule 1.1.


“Debt”:  with respect to any Person, without
duplication, all indebtedness representing money borrowed which is created,
assumed, incurred or guaranteed in any manner by such Person or for which such
Person is otherwise responsible or liable (whether by agreement to purchase
indebtedness of, or to supply funds to or invest in, others).


“Debt Issuance”:  means any issuance or sale (for cash) by the
Borrower after the Closing Date of any Debt Securities, or the incurrence (for
cash) of loans by the Borrower under credit facilities, excluding any Debt
Securities or loans under credit facilities issued to or borrowed from
Guarantor or any of its Subsidiaries.


“Debt Securities”:  indebtedness for borrowed money of the
Borrower evidenced by bonds, notes, debentures or other similar securities.


“Default”:  any of the events specified in Section 7,
whether or not any requirement for the giving of notice, the lapse of time, or
both, has been satisfied.


“Documentation Agent”:
 as defined in the first paragraph of
this Agreement.


“Dollars” and “$”:  dollars in lawful
currency of the United States of America.


“Equity Issuance”
 means any issuance or sale (for
cash) by the Borrower after the Closing Date of (i) any of its capital
stock, (ii) any warrants or options exercisable in respect of its capital
stock or (iii) any other security or instrument representing an equity
interest (or the right to obtain any equity interest and including, without
limitation, any hybrid or equity-linked securities) in the Borrower, excluding,
in each case, any such issuance or sale to Guarantor or any of its
Subsidiaries.


“Eurodollar Loans”:  Loans the rate of interest applicable to
which is based upon the Eurodollar Rate.


“Eurodollar Rate”:  with respect to each day during each Interest
Period pertaining to a Eurodollar Loan, the rate of interest determined on the
basis of the rate for deposits in Dollars for a period equal to such Interest
Period commencing on the first day of such Interest Period appearing on Page
3750 of the Telerate screen as of 11:00 A.M., London time, two Business Days
prior to the beginning of such Interest Period. 
In the event that such rate does not appear on Page 3750 of the Telerate
Screen (or otherwise on such service), the “Eurodollar Rate” shall be
determined by reference to such other publicly available service for displaying
eurodollar rates as may be agreed upon by the Administrative Agent and the
Borrower or, in the absence of such agreement, the “Eurodollar Rate” shall
instead be the rate per annum equal to the average (rounded upward, if
necessary, to the nearest 1/16th of 1%) of the respective rates notified to the
Administrative Agent by each of the Reference Lenders as the rate at which such
Reference Lender is offered Dollar deposits at or about 10:00 A.M., New York
City time, two Business Days prior to the beginning of such Interest Period, in
the interbank eurodollar market where the eurodollar and foreign currency and
exchange operations in respect of its Eurodollar Loans are then being 



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conducted for delivery on the first day of such Interest Period for the
number of days comprised therein and in an amount comparable to the amount of
its Eurodollar Loan to be outstanding during such Interest Period.


“Eurodollar Tranche”:  the collective reference to Eurodollar Loans
the then current Interest Periods with respect to all of which begin on the
same date and end on the same later date (whether or not such Eurodollar Loans
shall originally have been made on the same day).


“Event of Default”:  any of the events specified in Section 7,
provided that all requirements for the giving of notice and/or the lapse of
time have been satisfied.


“Extension Request”:  as defined in Section 2.18(a).


“Extension Request Deadline”:  as defined in Section 2.18(b).


“Federal Funds Effective
Rate”:  for any day, the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers, as
published on the next succeeding Business Day by the Federal Reserve Bank of
New York, or, if such rate is not so published for any day which is a Business
Day, the average of the quotations for such day for such transactions received
by the Administrative Agent from three Federal funds brokers of recognized
standing selected by it.


“Funding Request”:  a notice, substantially in the form of
Exhibit D-1 pursuant to which a request for the incurrence of Loans hereunder
is made by the Borrower.


“GAAP”:  generally accepted accounting principles in
the United States of America in effect from time to time.


“Governmental Authority”:  any nation or government, any state or other
political subdivision thereof and any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to
government.


“Guarantor”:  International Business Machines Corporation,
a New York corporation.


“Guarantor Event of Default”:
 any Event of Default under, and as
defined in, the Guaranty.


“Guaranty”: shall
mean the Guaranty Agreement, dated as of the Closing Date, made by Guarantor
for the benefit of the Lenders and in favor of MSSF, as administrative agent
for the Lenders, as the same may be amended, modified or supplemented from time
to time.


“IBM” shall mean
International Business Machines Corporation, a New York Corporation.


“Indebtedness”:  with respect to any Person, without
duplication, (a) all indebtedness of such Person for borrowed money or for the
deferred purchase price of property or services other than indebtedness to
trade creditors and service providers incurred in the ordinary course of
business, (b) obligations, contingent or otherwise, of such Person in
connection with (i) letter of credit facilities or bankers’ acceptance
facilities and (ii) interest rate swap agreements, interest rate cap agreements
or similar arrangements used by a Person to fix or cap a floating rate of
interest to a negotiated maximum rate or amount, or other similar facilities
including currency swaps, (c) all obligations of such Person 



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evidenced by bonds, notes, debentures or other similar instruments, (d)
all indebtedness created or arising under any conditional sale or other title
retention agreement with respect to property acquired by such Person (even
though the rights and remedies of the seller or lender under such agreement in
the event of default are limited to repossession or sale of such property), (e)
all obligations of such Person to pay rent or other amounts under a Capital
Lease, (f) all indebtedness referred to in clause (a), (b), (c), (d) or (e)
above secured by (or for which the holder of such Indebtedness has an existing
right, contingent or otherwise, to be secured by) any Lien upon or in property
owned by such Person, even though such Person has not assumed or become liable
for the payment of such indebtedness, and (g) all Indebtedness of others
guaranteed by such Person.  For purposes
of this Agreement, the amount of any Indebtedness referred to in clause (b)(ii)
of the preceding sentence shall be the amounts, including any termination
payments, required to be paid to a counterparty rather than any notional amount
with regard to which payments may be calculated.  For purposes of this Agreement, Indebtedness
shall not include any indebtedness or other obligations issued by any Person
(or by a trust or other entity established by such Person or any of its
affiliates) which are primarily serviced by the cash flows of a discrete pool
of receivables, leases or other financial assets which have been sold or
transferred by the Borrower or any Subsidiary in securitization transactions
which, in accordance with GAAP, are accounted for as sales for financial
reporting purposes.  The definitions of
Debt and Indebtedness in this Section 1.1 shall be independent in construction,
interpretation and application.


“Initial Maturity Date”:  as defined in Section 2.18(a).


“Interest Payment Date”:  (a) as to any ABR Loan (i) the last day of
each March, June, September and December following the Closing Date while such
Loan is outstanding and (ii) the Maturity Date, (b) as to any Eurodollar Loan
having an Interest Period of three months or less, the last day of such
Interest Period and (c) as to any Eurodollar Loan having an Interest Period
longer than three months, each day which is three months, or a whole multiple
thereof, after the first day of such Interest Period and the last day of such
Interest Period.


“Interest Period”:  with respect to any Eurodollar Loan:


(a)           initially, the period commencing on the
borrowing or conversion date, as the case may be, with respect to such
Eurodollar Loan and ending one week or one, two, three or six months
thereafter, as selected by the Borrower in its notice of borrowing or notice of
conversion, as the case may be, given with respect thereto; and


(b)           thereafter, each period commencing on the
last day of the next preceding Interest Period applicable to such Eurodollar
Loan and ending one, two or three months thereafter, as selected by the
Borrower by irrevocable notice to the Administrative Agent not less than three
Business Days prior to the last day of the then current Interest Period with
respect thereto;


provided
that, all of the foregoing provisions relating to Interest Periods are subject
to the following:


(i)            if any Interest Period would otherwise end on
a day that is not a Business Day, such Interest Period shall be extended to the
next succeeding Business Day unless the result of such extension would be to
carry such Interest Period into another calendar month in which event such
Interest Period shall end on the immediately preceding Business Day;


(ii)           any Interest Period that would otherwise extend beyond the Maturity
Date shall end on the Maturity Date; and



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(iii)          any Interest Period that begins on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the
calendar month at the end of such Interest Period) shall end on the last
Business Day of a calendar month.


“Lender Addendum”:  means an instrument, substantially in the form
of Exhibit E, by which a Lender becomes a party to this Agreement as of the
Closing Date.


“Lien”:  with respect to any asset, any mortgage,
pledge, security interest, lien, charge or other encumbrance whatsoever.


“Loan”:  as defined in Section 2.1.


“Margin Stock”:  as defined under Regulation U.


“Material Adverse Effect”:  a material adverse effect on (a) the
financial condition of the Borrower and the Subsidiaries taken as a whole or
(b) the validity or enforceability of this Agreement or the rights or remedies
of the Administrative Agent and the Lenders hereunder.


“Maturity Date”:
 May 23, 2008; provided that in the event
such date is extended in accordance with the provisions of Section 2.18,
November 19, 2008.


“MSSF”:  Morgan Stanley Senior Funding, Inc., in its
individual capacity.


“Net Available Proceeds”  in respect of any Debt Issuance or Equity
Issuance, the lesser of:


(i)            the aggregate amount of all cash proceeds
received by the Borrower from such Debt Issuance or Equity Issuance net of all
fees and expenses (including legal, accounting, underwriting, agency and
similar fees and expenses) incurred by the Borrower in connection therewith;
and


(ii)           the amount by which the aggregate principal amount of outstanding Loans
and outstanding Debt Securities (after giving effect to such Debt Issuance and
the repayment or redemption of any Debt Securities with the proceeds thereof)
exceeds $13,000,000,000.


“Non-Excluded Taxes”:  as defined in Section 2.15(a).


“Non-Extending Lender”:  as defined in Section 2.18(b).


“Participant”:  as defined in Section 9.6.


“Pension Plans”
shall mean any plan, fund (including, without limitation, any superannuation
fund) or other similar program established or maintained by the Borrower
primarily for the benefit of employees of the Borrower, which plan, fund or
other similar program provides, or results in, retirement income, a deferral of
income in contemplation of retirement or payments to be made upon termination
of employment.


“Percentage”:  as to any Lender, the percentage which the
aggregate principal amount of such Lender’s Loans then outstanding constitutes
of the aggregate principal amount of the Loans of all Lenders then outstanding.



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“Person”:  an individual, partnership, limited liability
company, corporation, business trust, joint stock company, trust,
unincorporated association, joint venture, Governmental Authority or other
entity of whatever nature.


“PMP”:  a professional market party as defined in
section 1:1 of the Dutch Financial Markets Supervision Act  (Wet op het financieel toezicht) and any and
all regulations made pursuant to it, which includes (among others): (i) credit
institutions, investment firms, other authorised or regulated financial
institutions, insurance companies, collective investment schemes and their
management companies, pension funds and their management companies and
commodity dealers; (ii) legal entities and partnerships which have at least two
of (A) an average of at least 250 employees during the last financial year, (B)
a total balance sheet of more than EUR 43 million, and (C) an annual net
turnover of more than EUR 50 million, as shown in their last annual or
consolidated accounts; (iii) legal entities and partnerships with consolidated
total assets of at least EUR 500 million; (iv) legal entities, individuals and
partnerships (A) with net assets of at least EUR 10 million, and (B) which have
been active on the financial markets at least twice a month (on average) during
the last two years; (v) legal entities and partnerships which have a rating (or
which issue securities which, or attract repayable funds through loan
agreements which, have a rating) from Moody’s, Standard & Poor’s, Fitch or
another rating agency accepted by the Dutch Central Bank (De Nederlandsche Bank
N.V.).


“Purchasing Lender”:  as defined in Section 9.7(a).


“Reference Lenders”:  Deutsche Bank AG New York Branch, JPMorgan
Chase Bank, N.A. and BNP Paribas.


“Register”:  as defined in Section 9.8(a).


“Regulation T”:  Regulation T of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.


“Regulation U”:  Regulation U of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.


“Regulation X”:  Regulation X of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.


“Required Lenders”:  at any date, the holders of more than 50% of
the aggregate unpaid principal amount of the Loans.


“Requirement of Law”:  as to any Person, the Certificate of
Incorporation and By Laws or other organizational or governing documents of
such Person, and any law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or assets or to which
such Person or any of its property or assets is subject.


“Responsible Officer”:  (i) 
any Director of the Borrower or (ii) any officer of the Borrower that
the Borrower designates as a “Responsible Officer” for the purposes of this
Agreement by written notice to the Administrative Agent.


“SEC”:  the Securities and Exchange Commission and
any successor agency.



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“Subsidiary”:  as to any Person, (a) any corporation more
than 50% of whose stock of any class or classes having by the terms thereof
ordinary voting power to elect a majority of the directors of such corporation
(other than any stock of any class or classes of such corporation that shall
have or might have such voting power only after the occurrence of any
contingency) is at the time owned by such Person and/or one or more
Subsidiaries of such Person or (b) any partnership, limited liability company,
association, joint venture or other entity in which such Person and/or one or
more Subsidiaries of such Person has more than a 50% equity interest at the
time.  Unless otherwise qualified, all
references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer
to a Subsidiary or Subsidiaries of the Borrower.


“Syndication Agent”:
as defined in the first paragraph of this Agreement.


“Transactions”:  as defined in Section 3.2.


“Transferee”:  as defined in Section 9.8(b).


“Type”:  as to any Loan, its nature as an ABR Loan or
a Eurodollar Loan.


“Voting Stock”:  with respect to any Person, outstanding
capital stock of such Person ordinarily (and apart from rights exercisable upon
the occurrence of any contingency) having the power to vote in the election of
directors of such Person.


1.2.          Other Definitional Provisions.  (a) 
Unless otherwise specified therein, all terms defined in this Agreement
shall have the defined meanings when used in any instrument, certificate or
other document made or delivered pursuant hereto.


(b)           As used herein and in any instrument,
certificate or other document made or delivered pursuant hereto, accounting
terms relating to the Borrower and the Subsidiaries not defined in Section 1.1
and accounting terms partly defined in Section 1.1, to the extent not defined,
shall have the respective meanings given to them under GAAP, provided that, if
the Borrower notifies the Administrative Agent that the Borrower requests an
amendment of any provision hereof to eliminate the effect of any change
occurring after the date hereof in GAAP or in the application thereof (or if
the Administrative Agent notifies the Borrower that the Required Lenders
request an amendment of any provision hereof for such purpose), regardless of
whether such notice is given before or after such change in GAAP or in the
application thereof, then such provision shall be applied on the basis of GAAP
as in effect and applied immediately before such change shall have become
effective until such notice shall have been withdrawn or such provision amended
in accordance herewith.


(c)           The words “hereof”, “herein” and “hereunder”
and words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this Agreement, and
Section, Schedule and Exhibit references are to this Agreement unless otherwise
specified.


(d)           The meanings given to terms defined herein
shall be equally applicable to both the singular and plural forms of such
terms.


SECTION 2.  AMOUNT AND TERMS OF FACILITY


2.1.          Commitments.  (a) 
Subject to the terms and conditions hereof, each Lender severally agrees
to make term loans in Dollars (the “Loans”) to the
Borrower in a single drawing pursuant to the Funding Request delivered on or
prior to the Closing Date in an aggregate principal amount not 



 8
 









exceeding such Lender’s
Commitment immediately prior to such drawing. 
Once repaid, Loans incurred hereunder may not be reborrowed.


(b)           The Loans may from time to time be (i)
Eurodollar Loans, (ii) ABR Loans or (iii) a combination thereof, as determined
by the Borrower and notified to the Administrative Agent in accordance with
Sections 2.2 and 2.3.


(c)           Each Lender represents that it is a PMP at
the date of this Agreement.


2.2.          Procedure for Borrowing.  The Borrower shall give the Administrative
Agent irrevocable notice of the Borrowing by means of the completion and
delivery to the Administrative Agent of the Funding Request (which Funding
Request must be received by the Administrative Agent prior to (a) 11:00 A.M.,
New York City time, three Business Days prior to the Borrowing Date, if all or
any part of the requested Loans are to be initially Eurodollar Loans or (b)
11:00 A.M., New York City time, one Business Day prior to the Borrowing Date,
otherwise), specifying (i) the amount to be borrowed, (ii) the Borrowing Date,
(iii) whether the Borrowing is to be of Eurodollar Loans, ABR Loans or a
combination thereof and (iv) if the Borrowing is to be entirely or partly of
Eurodollar Loans, the respective amounts of each such Loan and the respective
lengths of the initial Interest Periods therefor.  Upon receipt of the Funding Request from the
Borrower, the Administrative Agent shall promptly notify each Lender of the
aggregate amount of the Borrowing and of the amount of such Lender’s
proportionate share thereof.  Each Lender
will make the amount of its proportionate share of the Borrowing available to
the Administrative Agent for the account of the Borrower at the office of the
Administrative Agent specified in Section 9.2 prior to 8:30 A.M., New York City
time, on the Borrowing Date in funds immediately available to the
Administrative Agent.  The Borrowing will
then be made available to the Borrower by the Administrative Agent crediting
such account of the Borrower as indicated in the Funding Request with the aggregate
of the amounts made available to the Administrative Agent by the Lenders and in
like funds as received by the Administrative Agent prior to 9:30 A.M., New York
City time, on the Borrowing Date.


2.3.          Conversion and Continuation Options for Loans.  (a) 
The Borrower may elect from time to time to convert all or any portion
of Eurodollar Loans to ABR Loans, by giving the Administrative Agent at least
one Business Day’s prior irrevocable notice of such election; provided that if
any such conversion of Eurodollar Loans is made other than on the last day of
an Interest Period with respect thereto, the Borrower shall pay any amounts due
to the Lenders pursuant to Section 2.16 as a result of such conversion.  The Borrower may elect from time to time to
convert all or any portion of ABR Loans to Eurodollar Loans by giving the
Administrative Agent at least three Business Days’ prior irrevocable notice of
such election.  Any such notice of
conversion to Eurodollar Loans shall specify the length of the initial Interest
Period or Interest Periods therefor. 
Upon receipt of any such notice the Administrative Agent shall promptly
notify each Lender thereof.  All or any
part of outstanding Eurodollar Loans or ABR Loans may be converted as provided
herein; provided that (i) no Loan may be converted into a Eurodollar Loan when
any Default or Event of Default has occurred and is continuing and the
Administrative Agent or the Required Lenders have determined in its or their
sole discretion that such a conversion is not appropriate, (ii) any such
conversion may only be made if, after giving effect thereto, Section 2.4 shall
not have been contravened and (iii) no Loan may be converted into a Eurodollar
Loan after the date that is one week prior to the Maturity Date.


(b)           Any Eurodollar Loans may be continued as such
upon the expiration of the then current Interest Period with respect thereto by
the Borrower giving at least three Business Days’ prior irrevocable notice to
the Administrative Agent substantially in the form of Exhibit D-2, in
accordance with the applicable provisions of the term “Interest Period” set
forth in Section 1.1, of the length of the next Interest Period to be
applicable to such Loans; provided that no Eurodollar Loan may be continued as
such (i) when any Default or Event of Default has occurred and is continuing
and the Administrative 



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Agent
or the Required Lenders have determined in its or their sole discretion that
such a continuation is not appropriate, (ii) if, after giving effect thereto,
Section 2.4 would be contravened or (iii) after the date that is one week prior
to the Maturity Date and provided, further, that if (x) the Borrower shall fail
to give any required notice with respect to Eurodollar Loans as described above
in this Section 2.3, subject to the limitations set forth in the immediately
preceding proviso, such Eurodollar Loans shall be automatically continued as
such, with a one month Interest Period applicable thereto (or one week, if
after the date that is one month prior to the Maturity Date), upon the
expiration of the then current Interest Period, or (y) such continuation is not
permitted pursuant to the preceding proviso such Loans shall automatically be
converted to ABR Loans on the last day of such then expiring Interest Period.


2.4.          Minimum Amounts and Maximum Number of Eurodollar
Tranches.  All
borrowings, optional prepayments, conversions and continuations of Eurodollar
Loans hereunder and all selections of Interest Periods hereunder shall be in
such amounts and be made pursuant to such elections so that, after giving effect
thereto, (a) the aggregate principal amount of the Eurodollar Loans comprising
each Eurodollar Tranche shall be equal to $50,000,000 or a whole multiple of
$5,000,000 in excess thereof and (b) there shall be no more than ten Eurodollar
Tranches outstanding at any one time.


2.5.          Optional Prepayments.  The Borrower may at any time and from time to
time prepay the Loans (subject, in the case of Eurodollar Loans, to compliance
with the terms of Sections 2.4 and 2.16), in whole or in part, without premium
or penalty, upon at least one Business Day’s irrevocable notice to the
Administrative Agent, specifying the date and amount of prepayment and whether
the prepayment is of Eurodollar Loans (including the Eurodollar Tranche(s) to
which such prepayment is to be applied), ABR Loans or a combination thereof,
and, if of a combination thereof, the amount allocable to each.  Upon receipt of any such notice the
Administrative Agent shall promptly notify each Lender thereof.  If any such notice is given, the amount specified
in such notice shall be due and payable on the date specified therein, together
with (except in the case of ABR Loans) accrued interest to such date on the
amount prepaid.  Partial prepayments of
Loans shall be in an aggregate principal amount of $50,000,000 or a whole
multiple of $5,000,000 in excess thereof (or, if less, the remaining
outstanding principal amount thereof). 
Notwithstanding anything to the contrary contained in this Agreement,
the Borrower may rescind any notice of prepayment under this Section 2.5 if
such prepayment would have resulted from a refinancing of all or any portion of
the Loans, which refinancing shall not be consummated or shall otherwise be
delayed; provided that, in any event, the Borrower shall remain obligated to indemnify
the Lenders for any loss or expense arising from such rescission in accordance
with the provisions of Section 2.16.


2.6.          Repayment of Loans; Evidence of Debt.  (a) 
The Borrower hereby unconditionally promises to pay to the
Administrative Agent for the account of the Lenders on the Maturity Date (or
such earlier date as the Loans become due and payable pursuant to Section 2.5
or Section 7) the unpaid principal amount of each Loan made to it by each such
Lender.  The Borrower hereby further
agrees to pay interest in immediately available funds at the office of the
Administrative Agent on the unpaid principal amount of the Loans from time to
time from the date hereof until payment in full thereof at the rates per annum,
and on the dates, set forth in Section 2.7.


(b)           Each Lender shall maintain in accordance with
its usual practice an account or accounts evidencing the indebtedness of the
Borrower to the appropriate lending office of such Lender resulting from each
Loan made by such lending office of such Lender from time to time, including
the amounts of principal and interest payable and paid to such lending office
of such Lender from time to time under this Agreement.


(c)           The Administrative Agent shall maintain the
Register pursuant to Section 9.8(a), and a subaccount for each Lender, in which
Register and subaccounts (taken together) shall be recorded 



 10
 









(i)
the amount of each Loan made hereunder, the Type of each Loan made and the
Interest Period applicable thereto, (ii) the amount of any principal or interest
due and payable or to become due and payable from the Borrower to each Lender
hereunder and (iii) the amount of any sum received by the Administrative Agent
hereunder from the Borrower and each Lender’s share thereof.


(d)           The entries made in the Register and accounts
maintained pursuant to paragraphs (b) and (c) of this Section 2.6 shall, to the
extent permitted by applicable law, be prima facie evidence of the existence
and amounts of the obligations of the Borrower therein recorded; provided, however,
that the failure of any Lender or the Administrative Agent to maintain such
account, such Register or such subaccount, as applicable, or any error therein,
shall not in any manner affect the obligation of the Borrower to repay (with
applicable interest) the Loans made to the Borrower by such Lender in
accordance with the terms of this Agreement.


(e)           Debt Issuance or Equity Issuance. 
Within five Business Days following the receipt by the Borrower of Net
Available Proceeds from any Debt Issuance or Equity Issuance, the Borrower
shall prepay the Loans in an aggregate amount equal to 100% of the Net
Available Proceeds (calculated as provided in the definition thereof appearing
in Section 1.1) thereof.


2.7.          Interest Rates and Payment Dates.  (a) 
Each Eurodollar Loan shall bear interest for each day during each
Interest Period with respect thereto at a rate per annum equal to the
Eurodollar Rate determined for such Interest Period plus the Applicable
Eurodollar Margin.  Interest in respect
of Eurodollar Loans shall accrue from and including the first day of an
Interest Period to but excluding the last day of such Interest Period.


(b)           Each ABR Loan shall bear interest at a rate
per annum equal to the ABR.


(c)           If all or a portion of (i) the principal
amount of any Loan or (ii) any interest payable thereon shall not be paid when
due (whether at the stated maturity, by acceleration or otherwise), such
overdue amount shall bear interest at a rate per annum which is (x) in the case
of overdue principal (except as otherwise provided in clause (y) below), the
rate that would otherwise be applicable thereto pursuant to the foregoing
provisions of this Section 2.7 plus 2% or (y) in the case of any overdue
interest or other amount, the rate described in Section 2.7(b) plus 2%, in each
case from the date of such non payment to (but excluding) the date on which
such amount is paid in full (as well after as before judgment).


(d)           Interest shall be payable in arrears on each
Interest Payment Date, provided that (i) to the extent any Interest Payment
Date on a Loan would otherwise occur on a date prior to the 180th day following
the Closing Date, the interest that would otherwise be payable in cash on such
Loan on such Interest Payment Date shall instead be paid-in-kind by increasing
the aggregate outstanding principal amount of such Loan by the amount of such
interest accrued through such Interest Payment Date (“Additional
Principal”), (ii) interest shall be paid on the date of prepayments
of Loans under Section 2.5 (other than ABR Loans) and under Section 2.6(e) and
(iii) interest accruing pursuant to Section 2.7(c) shall be payable from time
to time on demand.


2.8.          Fees.  The Borrower shall pay to the Administrative
Agent, for its own account, the fees in the amounts and on the dates previously
agreed to in writing by the Borrower.


2.9.          Computation of Interest and Fees.  (a) 
Interest (other than interest calculated on the basis of the Prime Rate)
shall be calculated on the basis of a 360-day year for the actual days elapsed.  Interest calculated on the basis of the Prime
Rate shall be calculated on the basis of a 365- (or 366-, as the case may be)
day year for the actual days elapsed. 
The Administrative Agent shall as soon as practicable 



 11
 









notify the Borrower and the
Lenders of each determination of a Eurodollar Rate.  Any change in the interest rate on a Loan
resulting from a change in the ABR shall become effective as of the opening of
business on the day on which such change becomes effective.  The Administrative Agent shall as soon as
practicable notify the Borrower and the Lenders of the effective date and the
amount of each such change in interest rate.


(b)           Each determination of an interest rate by the
Administrative Agent pursuant to any provision of this Agreement shall be
conclusive and binding on the Borrower and the Lenders in the absence of
manifest error.  The Administrative Agent
shall, at the request of the Borrower, deliver to the Borrower a statement
showing the quotations furnished by the Reference Lenders (if any) used by the
Administrative Agent in determining any interest rate with respect to a
Eurodollar Loan.


(c)           If any Reference Lender shall for any reason
no longer have outstanding Loans, such Reference Lender shall thereupon cease
to be a Reference Lender, and if, as a result, there shall only be one
Reference Lender remaining, the Administrative Agent (with the consent of the
Borrower) shall, by notice to the Lenders, designate another Lender as a
Reference Lender so that there shall at all times be at least two Reference
Lenders.


(d)           Each Reference Lender shall use its best
efforts to furnish quotations of rates to the Administrative Agent on a timely
basis as contemplated hereby.  If any of
the Reference Lenders shall be unable or shall otherwise fail to supply such
rates to the Administrative Agent upon its request, the rate of interest shall,
subject to the provisions of Section 2.11, be determined on the basis of the
quotations of the remaining Reference Lenders or Reference Lender.


2.10.        Termination of Commitments.  The Commitment of each Lender shall terminate
on the date of the initial incurrence of the Loans (after giving effect to the
incurrence of the Loans on such date).


2.11.        Inability to Determine Interest Rate.  If prior to the first day of any Interest
Period:


(a)           the Administrative Agent shall have determined (which determination
shall be conclusive and binding upon the Borrower) that, by reason of
circumstances affecting the relevant market, adequate and reasonable means do
not exist for ascertaining the Eurodollar Rate for such Interest Period, or


(b)           the Administrative Agent shall have received notice from the Required
Lenders that the Eurodollar Rate determined or to be determined for such
Interest Period will not adequately and fairly reflect the cost to such Lenders
(as conclusively certified by such Lenders) of making or maintaining their
affected Loans during such Interest Period,


the Administrative Agent shall give telecopy or telephonic notice
thereof to the Borrower and the Lenders as soon as practicable thereafter.  If such notice is given (x) any Eurodollar
Loans requested to be made on the first day of such Interest Period shall be
made as ABR Loans and (y) any Loans that, on the first day of such Interest
Period, were to have been converted to or continued as Eurodollar Loans shall
be continued as or converted to ABR Loans. 
Until such notice has been withdrawn by the Administrative Agent, no
further Eurodollar Loans shall be made or continued as such, nor shall any
Borrower have the right to convert ABR Loans to Eurodollar Loans.


2.12.        Pro Rata Treatment and Payments.  (a) 
Each payment (including each prepayment) by the Borrower on account of
principal of and interest on Loans which are ABR Loans 



 12
 









shall be made pro rata
according to the respective outstanding principal amounts of such ABR Loans
then held by the Lenders.  Each payment
(including each prepayment) by the Borrower on account of principal of and
interest on Eurodollar Loans designated by the Borrower to be applied to a particular
Eurodollar Tranche shall be made pro rata according to the respective
outstanding principal amounts of such Eurodollar Loans then held by the
Lenders.  All payments (including
prepayments) to be made by the Borrower hereunder, whether on account of
principal, interest, fees or otherwise, shall be made without setoff or
counterclaim and shall be made prior to 12:00 Noon, New York City time, on the
due date thereof to the Administrative Agent, for the account of the Lenders,
at the Administrative Agent’s office specified in Section 9.2, in Dollars and,
subject to the provisions of Section 2.7(d), in immediately available
funds.  The Administrative Agent shall
distribute such payments to the Lenders promptly upon receipt in like funds as
received.  If any payment hereunder
(other than payments on Eurodollar Loans) becomes due and payable on a day
other than a Business Day, such payment shall be extended to the next
succeeding Business Day, and, with respect to payments of principal, interest
thereon shall be payable at the then applicable rate during such
extension.  If any payment on a
Eurodollar Loan becomes due and payable on a day other than a Business Day, the
maturity thereof shall be extended to the next succeeding Business Day (and,
with respect to payments of principal, interest thereon shall be payable at the
then applicable rate during such extension) unless the result of such extension
would be to extend such payment into another calendar month, in which event
such payment shall be made on the immediately preceding Business Day.  The provisions of this Section 2.12(a) shall,
to the extent applicable, be subject to the procedures set forth in Section
2.18.


(b)           Unless the Administrative Agent shall have
been notified in writing by any Lender prior to the Borrowing that such Lender
will not make the amount that would constitute its share of such borrowing
available to the Administrative Agent, the Administrative Agent may assume that
such Lender is making such amount available to the Administrative Agent, and
the Administrative Agent may, in reliance upon such assumption, make available
to the Borrower a corresponding amount. 
If such amount is not made available to the Administrative Agent by the
required time on the Borrowing Date therefor, such Lender shall pay to the
Administrative Agent, on demand, such amount with interest thereon at a rate
equal to the daily average Federal Funds Effective Rate for the period until
such Lender makes such amount immediately available to the Administrative Agent.  A certificate of the Administrative Agent
submitted to any Lender with respect to any amounts owing under this Section
2.12(b) shall be conclusive in the absence of manifest error.  If such Lender’s share of the Borrowing is
not made available to the Administrative Agent by such Lender within three
Business Days of such Borrowing Date, the Administrative Agent shall also be
entitled to recover such amount with interest thereon at the rate per annum
applicable to ABR Loans hereunder, on demand, from the Borrower.


2.13.        Illegality.  Notwithstanding any
other provision herein, if the adoption of or any change in any Requirement of
Law or in the interpretation or application thereof shall make it unlawful for
any Lender to make or maintain Eurodollar Loans as contemplated by this
Agreement, (a) the commitment of such Lender hereunder to make Eurodollar
Loans, continue Eurodollar Loans as such and convert ABR Loans to Eurodollar
Loans shall forthwith be cancelled and (b) such Lender’s Loans then outstanding
as Eurodollar Loans, if any, shall be converted automatically to ABR Loans on
the respective last days of the then current Interest Periods with respect to
such Loans or within such earlier period as required by law.


2.14.        Requirements of Law.


(a)           If
the adoption of or any change in any Requirement of Law applicable to any
Lender or in the interpretation or application thereof or compliance by any
Lender with any request or directive (whether or not having the force of law)
from any central bank or other Governmental Authority made subsequent to the
Closing Date:



 13
 









(i)            shall
subject any Lender to any tax of any kind whatsoever with respect to this
Agreement or any Eurodollar Loan made by it, or change the basis of taxation of
payments to such Lender in respect thereof (except for taxes covered by Section
2.15 and net income taxes and franchise taxes imposed in lieu of income taxes);


(ii)           shall
impose, modify or hold applicable any reserve, special deposit, compulsory loan
or similar requirement against assets held by, deposits or other liabilities in
or for the account of, advances, loans or other extensions of credit by, or any
other acquisition of funds by, any office of such Lender which is not otherwise
included pursuant to Section 2.14(c) in the determination of the Eurodollar
Rate; or


(iii)          shall
impose on such Lender any other condition;


and the result of any of the
foregoing is to increase the cost to such Lender, by an amount which such
Lender deems to be material, of making, converting into, continuing or
maintaining Eurodollar Loans, or to reduce any amount receivable hereunder in
respect thereof, then, in any such case, the Borrower shall promptly pay such
Lender, upon its demand, any additional amounts necessary to compensate such
Lender for such increased cost or reduced amount receivable.  If any Lender becomes entitled to claim any
additional amounts pursuant to this Section 2.14(a), it shall promptly notify
the Borrower, through the Administrative Agent, of the event by reason of which
it has become so entitled.


(b)           If any Lender shall have determined that any
change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental
Authority, in each case made subsequent to the Closing Date, does or shall have
the effect of reducing the rate of return on such Lender’s or such corporation’s
capital as a consequence of its obligations hereunder to a level below that
which such Lender or such corporation could have achieved but for such
application or compliance (taking into consideration such Lender’s or such
corporation’s policies with respect to capital adequacy) by an amount deemed by
such Lender to be material, then from time to time, after submission by such
Lender to the Borrower (with a copy to the Administrative Agent) of a written
request therefor, the Borrower shall pay to such Lender such additional amount
or amounts as will compensate such Lender for such reduction.


(c)           The Borrower agrees to pay to each Lender
which requests compensation under this Section 2.14(c) (by notice to the
Borrower), on the last day of each Interest Period with respect to any
Eurodollar Loan made by such Lender, so long as such Lender shall be required
to maintain reserves against “Eurocurrency liabilities” under Regulation D of
the Board (or, so long as such Lender may be required by the Board or by any
other Governmental Authority to maintain reserves against any other category of
liabilities which includes deposits by reference to which the interest rate on
Eurodollar Loans is determined as provided in this Agreement or against any
category of extensions of credit or other assets of such Lender which includes
any Eurodollar Loans), an additional amount (determined by such Lender and
notified to the Borrower) representing such Lender’s calculation or, if an
accurate calculation is impracticable, reasonable estimate (using such
reasonable means of allocation as such Lender shall determine) of the actual
costs, if any, incurred by such Lender during such Interest Period as a result
of the applicability of the foregoing reserves to such Eurodollar Loans, which
amount in any event shall not exceed the product of the following for each day
of such Interest Period:


(i)            the
principal amount of the Eurodollar Loans made by such Lender to which such
Interest Period relates and outstanding on such day;



 14
 









(ii)           the
difference between (x) a fraction the numerator of which is the Eurodollar Rate
(expressed as a decimal) applicable to such Eurodollar Loan, and the
denominator of which is one minus the maximum rate (expressed as a decimal) at
which such reserve requirements are imposed by the Board or other Governmental
Authority on such date minus (y) such numerator; and


(iii)          a
fraction the numerator of which is one and the denominator of which is 360.


Any Lender which gives
notice under this Section 2.14(c) shall promptly withdraw such notice (by
written notice of withdrawal given to the Administrative Agent and the
Borrower) in the event such Lender is no longer required to maintain such
reserves or the circumstances giving rise to such notice shall otherwise cease
to exist.


(d)           A certificate as to any additional amounts
payable pursuant to this Section 2.14 submitted by any Lender, through the
Administrative Agent, to the Borrower shall specify in reasonable detail the
basis for the request for compensation of such additional amounts and the
method of computation thereof and shall be conclusive in the absence of
manifest error.  Subject to the
provisions of the next succeeding sentence, the Borrower shall pay each Lender
the amount shown as due on any such certificate delivered by it within 30 days
after receipt thereof.  Notwithstanding
any other provision of this Section 2.14, (i) each Lender shall be entitled to
compensation under this Section 2.14 for only such costs as are incurred or
reductions as are suffered as to which a certificate has been delivered in
accordance with the terms of this paragraph (d) within 90 days after such
Lender obtained actual knowledge of such costs or reductions and (ii) the
Borrower shall not be required to compensate a Lender pursuant to this Section
2.14 for any increased costs or reductions incurred more than 90 days prior to
the date that such Lender notifies the Borrower of the change giving rise to
such increased costs or reductions and of such Lender’s intention to claim
compensation therefor; provided that, if the change giving rise to such
increased costs or reductions is retroactive, then the 90-day period referred
to in this clause (ii) shall be extended to include the period of retroactive
effect thereof.  Each Lender agrees to
use its best efforts to notify the Borrower as promptly as practicable after
obtaining knowledge of any such costs or reductions.  The obligations of the Borrower pursuant to
this Section 2.14 shall survive the termination of this Agreement and the payment
of the Loans and all other amounts payable hereunder.  Notwithstanding any other provision of this
Section 2.14, no Lender shall demand compensation for any increased cost or
reduction or other amount referred to above if such demand would be arbitrary
or exceptional in light of similar circumstances under comparable provisions of
other credit agreements.


2.15.        Taxes.  (a) 
Unless otherwise required by applicable law, all payments made by the
Borrower under this Agreement shall be made free and clear of, and without
deduction or withholding for or on account of, any present or future income,
stamp or other taxes, levies, imposts, duties, charges, fees, deductions or
withholdings, now or hereafter imposed, levied, collected, withheld or assessed
by any Governmental Authority, excluding taxes imposed by way of deduction or
withholding on amounts payable to the Administrative Agent or a Lender (or a
Transferee) on the date such Administrative Agent or Lender (or Transferee)
became the Administrative Agent or a Lender (or Transferee) hereunder, net
income taxes and franchise taxes (imposed in lieu of net income taxes) imposed
on the Administrative Agent, any Lender or any Transferee as a result of a
present or former connection between the Administrative Agent or such Lender
(or Transferee) and the jurisdiction of the Governmental Authority imposing
such tax or any political subdivision or taxing authority thereof or therein
(other than any such connection arising solely from the Administrative Agent or
such Lender (or Transferee) having executed, delivered or performed its
obligations or received a payment under, or enforced, this Agreement).  If any such non-excluded taxes, levies,
imposts, duties, charges, fees deductions or withholdings (“Non-Excluded Taxes”) are required to be withheld from any
amounts payable to the Administrative Agent or any Lender (or Transferee)
hereunder, the amounts so payable to the Administrative Agent or such 



 15
 









Lender (or Transferee) shall
be increased to the extent necessary to yield to the Administrative Agent or
such Lender (or Transferee) (after payment of all Non-Excluded Taxes) interest
or any such other amounts payable hereunder at the rates or in the amounts
specified in this Agreement; provided, however, that the Borrower shall not be
required to increase any such amounts payable to any Lender (or Transferee) in
respect of Non-Excluded Taxes to the extent such taxes are imposed as a result
of the failure of such Lender (or Transferee) to comply with the requirements
of Section 2.15(b); and provided further, however, that no Transferee shall be
entitled to receive any greater payment under this paragraph (a) than the
transferor would have been entitled to receive with respect to the right
assigned, participated or otherwise transferred.  Whenever any Non-Excluded Taxes are payable
by the Borrower, as promptly as possible thereafter the Borrower shall send to
the Administrative Agent for its own account or for the account of such Lender
(or Transferee), as the case may be, a certified copy of an original official
receipt received by the Borrower showing payment thereof.  If the Borrower fails to pay any Non-Excluded
Taxes when due to the appropriate taxing authority or fails to remit to the
Administrative Agent the required receipts or other required documentary
evidence, the Borrower shall indemnify the Administrative Agent and the Lenders
(or Transferees) for any incremental taxes, interest or penalties that may
become payable by the Administrative Agent or any Lender (or Transferee) as a
result of any such failure.  The
obligations contained in this Section 2.15 shall survive the termination of
this Agreement and the payment of all other amounts payable hereunder.


(b)           Each Lender agrees to use reasonable efforts
(consistent with legal and regulatory restrictions and subject to overall
policy considerations of such Lender) to file any certificate or document or to
furnish to the Borrower any information, in each case, as reasonably requested
by the Borrower that may be necessary to establish any available exemption
from, or reduction in the amount of, any Taxes; provided, however,
that nothing in this Section 2.15(b) shall require a Lender to disclose any
confidential information (including, without limitation, its tax returns or its
calculations).


(c)           Each Person that shall become a Participant
pursuant to Section 9.6 or a Lender pursuant to Section 9.7, including for this
purpose a Lender that arranges a Loan through or transfers a Loan to a
different branch of such Lender, shall, upon the effectiveness of the related
designation or transfer, be required to provide all of the forms and statements
required pursuant to this Section 2.15, provided that in the case of a
Participant such Participant shall furnish all such required forms and
statements to the Lender from which the related participation shall have been
purchased.


(d)           If any Lender (or Transferee) or the
Administrative Agent shall become aware that it is entitled to receive a refund
or credit (such credit to include any increase in any foreign tax credit) as a
result of Non-Excluded Taxes (including any penalties or interest with respect
thereto) as to which it has been indemnified by the Borrower pursuant to this
Section 2.15, it shall promptly notify the Borrower of the availability of such
refund or credit and shall, within 30 days after receipt of a request by the
Borrower, apply for such refund or credit at the Borrower’s expense, and in the
case of any application for such refund or credit by the Borrower, shall, if legally
able to do so, deliver to the Borrower such certificates, forms or other
documentation as may be reasonably necessary to assist the Borrower in such
application.  If any Lender (or
Transferee) or the Administrative Agent receives a refund or credit (such
credit to include any increase in any foreign tax credit) in respect to any
Non-Excluded Taxes as to which it has been indemnified by the Borrower pursuant
to this Section 2.15, it shall promptly notify the Borrower of such refund or
credit and shall, within 30 days after receipt of such refund or the benefit of
such credit (such benefit to include any reduction of the taxes for which any
Lender (or Transferee) or the Administrative Agent would otherwise be liable
due to any increase in any foreign tax credit available to such Lender (or
Transferee) or the Administrative Agent), repay the amount of such refund or
benefit of such credit (with respect to the credit, as determined by the
Lender, Transferee or Administrative Agent in its sole, reasonable judgment) to
the Borrower (to the extent of amounts that have been paid by the Borrower
under this Section 2.15 with respect to Non-Excluded Taxes giving rise to such
refund or 



 16
 









credit),
plus any interest received with respect thereto, net of all reasonable
out-of-pocket expenses of such Lender (or Transferee) or the Administrative
Agent and without interest (other than interest actually received from the
relevant taxing authority or other Governmental Authority with respect to such
refund or credit); provided, however, that the Borrower, upon the request of
such Lender (or Transferee) or the Administrative Agent, agrees to return the
amount of such refund or benefit of such credit (plus interest) to such Lender
(or Transferee) or the Administrative Agent in the event such Lender (or
Transferee) or the Administrative Agent is required to repay the amount of such
refund or benefit of such credit to the relevant taxing authority or other
Governmental Authority.  Nothing in this
Section 2.15(d) shall require the Administrative Agent or any Lender to
disclose any confidential information to the Borrower (including, without
limitation, its tax returns).


2.16.        Indemnity.  The Borrower agrees to indemnify each Lender
and to hold each Lender harmless from any loss or expense (including, without
limitation, any loss, expense or liability incurred by reason of the
liquidation or reemployment of deposits or other funds required by such Lender
to fund its Eurodollar Loans but excluding loss of anticipated profits) which such
Lender may sustain or incur as a consequence of (a) default by the Borrower in
making a borrowing of Eurodollar Loans, or in the conversion into or
continuation of Eurodollar Loans, after the Borrower has given a notice
requesting or accepting the same in accordance with the provisions of this
Agreement, (b) default by the Borrower in making any prepayment after the
Borrower has given a notice thereof in accordance with the provisions of this
Agreement, or (c) the making of a prepayment of Eurodollar Loans on a day which
is not the last day of an Interest Period with respect thereto.  The obligations contained in this Section
2.16 shall survive the termination of this Agreement and the payment of all
other amounts payable hereunder.


2.17.        Change of Lending Office.  Each Lender (or Transferee) agrees that, upon
the occurrence of any event giving rise to the operation of Section 2.13, 2.14
or 2.15 with respect to such Lender (or Transferee), it will, if requested by
the Borrower, use reasonable efforts (subject to overall policy considerations
of such Lender (or Transferee)) to designate another lending office for any
Loans affected by such event with the object of avoiding the consequences of
such event; provided, that such designation is made on terms that, in the sole
judgment of such Lender, cause such Lender and its lending office(s) to suffer
no material economic, legal or regulatory disadvantage, and provided, further,
that nothing in this Section 2.17 shall affect or postpone any of the
obligations of the Borrower or the rights of any Lender (or Transferee)
pursuant to Section 2.13, 2.14 and 2.15.


2.18.        Extension of Maturity Date.  (a) 
The Borrower may, by written request (the “Extension
Request”) to the Administrative Agent, substantially in the form of
Exhibit G, delivered no later than the 45th day prior to the Maturity Date
(determined without giving effect to the proviso contained in the definition
thereof) (the “Initial Maturity Date”), request
that the Lenders extend on a single occasion the Initial Maturity Date by 180
days.


(b)           Upon receipt of the Extension Request, the
Administrative Agent shall promptly notify each Lender thereof, and each Lender
shall notify the Administrative Agent in writing by the deadline (the “Extension Request Deadline”) specified in the Extension
Request, which deadline shall in any case not be later than 5:00 P.M., New York
City time, on the date which is 15 days after delivery of the Extension
Request, of such Lender’s election, in its sole discretion, (i) to extend the
Initial Maturity Date by 180 days (provided that the Initial Maturity Date
shall be so extended only to the extent expressly provided in paragraph (c)
below) or (ii) not to extend the Initial Maturity Date by 180 days (any Lender
not electing to extend, a “Non-Extending Lender”).  Any Lender that fails to notify the
Administrative Agent in writing of its election by the Extension Request
Deadline shall be deemed to be a Non-Extending Lender.



 17














(c)           If the Required Lenders agree to extend the
Initial Maturity Date by 180 days, then the Initial Maturity Date shall
automatically be so extended, provided that if not all Lenders agree to extend
the Initial Maturity Date, then (i) the Borrower shall have the right to cancel
any such extension by so notifying the Administrative Agent within five
Business Days after the relevant Extension Request Deadline, in which case the
Initial Maturity Date then in effect shall not be extended and (ii) in the
event that such extension is not so cancelled, then, with respect to each
Non-Extending Lender, the Borrower shall either:


(x)  (i) during the 25-day period preceding the
Initial Maturity Date, on each date on which Loans are continued as, or
converted into, Eurodollar Loans having an Interest Period ending after the
Initial Maturity Date, repay the portion of such Non-Extending Lender’s Loans
which would otherwise have been part of such borrowing, continuation or
conversion and (ii) on the Initial Maturity Date, repay the then outstanding
Loans made by such Non-Extending Lender, together with accrued but unpaid
interest and all other amounts then due and payable to such Non-Extending
Lender hereunder, including, without limitation, amounts payable pursuant to Section
2.16; or


(y)  on or prior to the date which is 25 days
after the relevant Extension Request Deadline, or, if earlier, the Initial
Maturity Date, cause one or more banks or other financial institutions to
purchase at par, pursuant to Section 9.7, such Non-Extending Lender’s
outstanding Loans (which purchase shall be accompanied by payment of accrued
but unpaid interest and all other amounts then due and payable to such
Non-Extending Lender hereunder, including, without limitation, amounts payable
pursuant to Section 2.16), in which case such Non-Extending Lender shall,
promptly upon request by the Borrower, agree to transfer its Loans upon the
terms and subject to the conditions of Section 9.7 to such banks or other
financial institutions (provided that the registration and processing fee
referred to therein shall be paid by either the Borrower or the relevant
transferee).


SECTION 3.  REPRESENTATIONS AND WARRANTIES


To induce the Administrative Agent and the Lenders
to enter into this Agreement and to make the Loans, the Borrower represents and
warrants, to the Administrative Agent and each Lender that:


3.1.          Organization; Powers.  The Borrower (a) is duly organized and
validly existing under the laws of the jurisdiction of its organization, (b)
has all requisite power and authority to own its property and assets and to
carry on its business in all material respects as now conducted and as proposed
to be conducted, (c) is qualified to do business in every jurisdiction where
such qualification is required, except where the failure so to qualify would
not, individually or in the aggregate, result in a Material Adverse Effect, and
(d) has the power and authority to execute, deliver and perform its obligations
under this Agreement and each other agreement or instrument contemplated hereby
to which it is or will be a party and to borrow hereunder.


3.2.          Authorization.  The execution, delivery and performance by
the Borrower of this Agreement and the borrowings and other transactions
contemplated hereby (collectively, the “Transactions”)
(a) have been duly authorized by all requisite corporate or other
organizational action and, if required, stockholder action and (b) will not (i)
violate (A) any provision of law, statute, material rule or material
regulation, or of the certificate or articles of incorporation or other
constitutive documents or by-laws of the Borrower, (B) any material order of
any Governmental Authority or (C) any provision of any material indenture,
material agreement or other material instrument to which the Borrower is a
party or by which it or any of its property is or may be bound, (ii) result in
a breach of or constitute (alone or with notice or lapse of time or both) a
default under any such indenture, agreement or other instrument 



 18
 








or (iii) except as
contemplated hereby, result in the creation or imposition of any Lien upon or
with respect to any property or assets now owned or hereafter acquired by the
Borrower.


3.3.          Enforceability.  This Agreement has been duly executed and
delivered by the Borrower and constitutes a legal, valid and binding obligation
of the Borrower enforceable against the Borrower in accordance with its terms,
except as enforceability may be limited by (a) any applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer, or similar laws
relating to or affecting creditors’ rights generally and (b) general principles
of equity.


3.4.          Governmental Approvals.  No action, consent or approval of,
registration or filing with, or any other action by, any Governmental Authority
is or will be required in connection with the Transactions, except (a) such as
have been made or obtained and are in full force and effect or as to which the
failure to be made or obtained or to be in full force and effect would not
result, individually or in the aggregate, in a Material Adverse Effect and (b)
such periodic and current reports, if any, as (i) are required to disclose the
Transactions and (ii) will be filed with the SEC on a timely basis.


3.5.          No Material Adverse Change.  Except as publicly disclosed in filings by
Guarantor with the SEC prior to the Closing Date, between December 31, 2006 and
the Closing Date, there has been no development or event which has had a
Material Adverse Effect.


3.6.          No Material Litigation, etc.  (a)  Except
as set forth in the Form 10-K of Guarantor for its fiscal year ended December
31, 2006 and the Form 10-Q of Guarantor for its fiscal quarter ended March 31,
2007, no litigation, investigation or proceeding of or before any arbitrator or
Governmental Authority is pending or, to the knowledge of the Borrower,
threatened by or against the Borrower or against any of its properties, assets
or revenues as of the Closing Date (i) with respect to this Agreement or any of
the Transactions, or (ii) which involves a probable risk of an adverse decision
which would materially restrict the ability of the Borrower to comply with its
obligations under this Agreement.


(b)           The Borrower is not in violation of any law,
rule or regulation, or in default with respect to any order, judgment, writ,
injunction or decree of any Governmental Authority, where such violation or
default has resulted or could reasonably be expected to result, individually or
in the aggregate, in a Material Adverse Effect.


3.7.          Federal Reserve Regulations.  No part of the proceeds of any Loan will be
used, whether directly or indirectly, for any purpose which entails a violation
of, or which is inconsistent with, the provisions of Regulation T, U or X.


3.8.          Investment Company Act, etc.  The Borrower is not (a) an “investment
company” as defined in, or subject to regulation under, the Investment Company
Act of 1940 or (b) subject to regulation under the Federal Power Act.


3.9.          Tax Returns.  The Borrower has filed or caused to be filed
all Federal, state, local and foreign tax returns required to have been filed
by it and has paid or caused to be paid all taxes shown to be due and payable
on such returns or on any assessments received by it except taxes, assessments,
fees, liabilities, penalties or charges that are being contested in good faith
by appropriate proceedings and for which the Borrower shall have set aside on
its books reserves in accordance with GAAP.


3.10.        No Material Misstatements.  The written information, reports, financial
statements, exhibits and schedules furnished by or on behalf of the Borrower to
the Administrative Agent or any Lender in connection with this Agreement and
the Transactions or included herein or delivered pursuant hereto, taken as a
whole, do not contain any material misstatement of fact or omit to state any 



 19
 








material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading.


3.11.        Employee Pension Plans.  The Borrower has maintained its Pension Plans
in substantial compliance with their terms and with the requirements of any and
all applicable laws, statutes, rules, regulations and orders and has maintained
such Pension Plans, where required, in good standing with applicable regulatory
authorities, except to the extent that all failures to be in compliance could
not, in the aggregate, reasonably be expected to have a Material Adverse
Effect.


3.12.        Use of Proceeds.  The proceeds of all Loans will be used by the
Borrower to fund the purchase price for shares of Guarantor ‘s common stock and
to pay related fees and expenses.


SECTION 4.  CONDITIONS PRECEDENT


4.1.          Conditions to Loans.  The agreement of each Lender to make the
Loans requested to be made by it is subject to the satisfaction, on or prior to
the date of such Loans, of the following conditions precedent:


(a)           Credit Agreement.  This
Agreement shall have been executed and delivered by a duly authorized officer
of the Borrower and the Administrative Agent, and the Administrative Agent
shall have received an executed Lender Addendum (or a copy thereof by facsimile
transmission) from each Person listed on Schedule 1.1.


(b)           Closing Certificates.  The
Administrative Agent shall have received a certificate of each of the Borrower
and Guarantor, in each case dated the Closing Date, substantially in the form
of Exhibit A-1 (in the case of the Borrower’s certificate) and Exhibit A-2 (in
the case of Guarantor’s certificate), with appropriate insertions and
attachments, satisfactory in form and substance to the Administrative Agent,
executed (i) in the case of the certificate of the Borrower by one or more
Directors of the Borrower and (ii) in the case of Guarantor, by the President
or any Vice President and the Secretary or any Assistant Secretary of
Guarantor.


(c)           Fees.  The Administrative Agent shall
have received the fees to be received on or prior to the Closing Date referred
to in Section 2.8.


(d)           Legal Opinions.  The
Administrative Agent shall have received the following executed legal opinions,
with a copy for each Lender:


(i)            the executed legal opinion of White &
Case LLP, special counsel to the Administrative Agent, substantially in the
form of Exhibit B-1.


(ii)           the executed legal opinion of Andrew Bonzani, Esq., Vice President and
Assistant General Counsel of the Guarantor, substantially in the form of
Exhibit B-2; and


(iii)          the executed legal opinion of De Brauw Blackstone Westbroek N.V., Dutch
counsel to the Borrower, substantially in the form of Exhibit B-3.


(e)           Notice.  The Administrative Agent shall
have received the Funding Request in conformity with the applicable
requirements of this Agreement pursuant to which the Borrower certifies that
(i) each of the representations and warranties made by each of the Borrower and
Guarantor in this Agreement and the Guaranty shall be true and correct in all
material respects on and as of the Closing Date as if made on and as of such
date, except to the extent such 



 20
 








representations and
warranties expressly relate to an earlier date and (ii) no Default or Event of
Default shall have occurred and be continuing on the Closing Date or would
result from the borrowing being requested.


(f)            Guaranty.  Guarantor shall have executed
and delivered to the Administrative Agent the Guaranty, and the Guaranty shall
be in full force and effect.


Upon satisfaction of the foregoing conditions, the Administrative Agent
shall provide the Borrower with written confirmation that the Closing Date has
occurred, and thereafter the obligation of each Lender to make the Loans
requested to be made by it pursuant to such Funding Request shall be subject to
no further conditions.


SECTION 5.  AFFIRMATIVE COVENANTS


The Borrower agrees that, so long as any Loan
remains outstanding and unpaid or any other amount is owing to any Lender or
the Administrative Agent hereunder, it shall:


5.1.          Existence; Business and Properties.  (a)  Do
or cause to be done all things necessary to preserve, renew and keep in full
force and effect its legal existence, except as would not cause or result in a
Default or Event of Default under this Agreement.


(b)           Do or cause to be done all things reasonably
necessary to preserve and keep in full force and effect the rights, licenses,
permits, franchises, authorizations, patents, copyrights, trademarks and trade
names material to the conduct of its business; except in each case where the
failure to do so would not result in a Material Adverse Effect; and at all
times maintain and preserve all property material to the conduct of its
business and keep such property in good repair, working order and condition and
from time to time make, or cause to be made, all needful and proper repairs,
renewals, additions, improvements and replacements thereto necessary in order
that the business carried on in connection therewith may be properly conducted
at all times; provided, however, that nothing in this Section 5.1(b) shall
prevent the Borrower from (x) discontinuing any of its businesses no longer
deemed advantageous to it or discontinuing the operation and maintenance of any
of its properties no longer deemed useful in the conduct of its business or (y)
selling or disposing of any assets, Subsidiaries or capital stock thereof, in a
transaction not prohibited by Section 6.1.


5.2.          Financial Statements, Reports, etc.  Promptly furnish to the Administrative Agent
for distribution to the respective Lender or Lenders such documents and
information regarding the operations, business affairs and financial condition
of the Borrower, or compliance with the terms of this Agreement, as the
Administrative Agent or any Lender (through the Administrative Agent) may
reasonably request from time to time. 
The Borrower shall furnish such number of copies as the Administrative
Agent or the Lenders shall reasonably require for distribution to their
personnel in connection with this Agreement.


5.3.          Notices.  Promptly after any Responsible Officer
obtains knowledge thereof, give notice to the Administrative Agent and each
Lender of the occurrence of any Default or Event of Default, accompanied by a
statement of a Responsible Officer setting forth details of the occurrence
referred to therein and stating what action the Borrower proposes to take with
respect thereto.


SECTION 6.  NEGATIVE COVENANTS


The Borrower agrees that, so long as any Loan
remains outstanding and unpaid or any other amount is owing to any Lender or
the Administrative Agent hereunder:



 21
 








6.1.          Mergers, Consolidations and Sales of Assets.  (a) 
The Borrower shall not consolidate with or merge with or into any other
Person, except that, so long as no Default or Event of Default shall have
occurred and be continuing or would result therefrom, the Borrower may merge
with Guarantor or any Subsidiary of Guarantor, provided that (x) the Borrower
is the surviving company of such merger or (y) if the Borrower is not the
surviving company of such merger, the surviving company will assume any and all
obligations of the Borrower under this Agreement and, in consultation with the
Administrative Agent, execute such additional confirmations or documents as may
be reasonably necessary to ensure that the surviving entity will be bound by
this Agreement as if the merger had not occurred and the surviving entity were
originally party hereto.


(b)           The Borrower will not sell, convey or
otherwise transfer all or substantially all of its properties or assets to any
Person, provided that this paragraph (b) shall not apply to shares of Guarantor’s
common stock and shall not prohibit the Borrower from entering into a merger
transaction expressly permitted by Section 6.1(a) or transferring its property
or assets to Guarantor or any Subsidiary of Guarantor.


6.2.          Margin Regulations.  (a) 
The Borrower will not permit any part of the proceeds of any Loan to be
used in any manner that would result in a violation of, or be inconsistent
with, the provisions of Regulation T, U or X. 
The Borrower will not take any action at any time that would (A) result
in a violation of the substitution and withdrawal requirements of Regulation T
or U, in the event the same should become applicable to any Loans or this
Agreement or (B) cause the representations and warranties contained in Section
3.8 at any time to be other than true and correct.


(b)           Whenever required to ensure compliance with
Regulations T, U and X, the Borrower will, upon the request of the Administrative
Agent, furnish to the Administrative Agent and each Lender a statement in
conformity with the requirements of Federal Reserve Form U-1 referred to in
Regulation U, and any other notice or form required under Regulation U, the
statements made and information contained in which shall be sufficient, in the
good faith opinion of each Lender, to permit the extensions of Loans hereunder
in compliance with Regulation U.


SECTION 7.  EVENTS OF DEFAULT


If any of the following events shall occur and be continuing:


(a)           (i) The Borrower shall (x) fail to pay any principal of any Loan when
due in accordance with the applicable terms of this Agreement or (y) fail to
pay any interest on any Loan, or any fee or other amount payable hereunder,
within five Business Days after any such interest, fee or other amount becomes
due in accordance with the terms hereof or thereof; or


(b)           Any representation or warranty made or deemed made by the Borrower
herein or which is contained in any certificate, document or financial or other
statement furnished by it at any time pursuant to this Agreement shall prove to
have been incorrect in any material respect on or as of the date made or deemed
made; or


(c)           The Borrower shall default in the observance or performance of any
other agreement contained in this Agreement (other than as provided in
paragraphs (a) and (b) of this Section 7), and such default shall continue
unremedied for a period of 30 days after written notice thereof shall have been
given to the Borrower by the Administrative Agent or the Required Lenders; or



 22
 








(d)           The Borrower shall default in the payment of any principal or interest,
regardless of amount, due in respect of any Indebtedness in an aggregate
principal amount of $400,000,000 or more, when and as the same shall become due
and payable (after the expiration of any applicable grace period); or


(e)           An involuntary proceeding shall be commenced or an involuntary petition
shall be filed in a court of competent jurisdiction seeking (i) relief in
respect of the Borrower, or of a substantial part of the property or assets of
the Borrower, under Title 11 of the United States Code, as now constituted or
hereafter amended, or any other Federal, state or foreign bankruptcy,
insolvency, receivership or similar law, (ii) the appointment of a receiver,
trustee, custodian, sequestrator, conservator or similar official for the
Borrower or for a substantial part of the property or assets of the Borrower or
(iii) the winding-up or liquidation of the Borrower; and such proceeding or
petition shall continue undismissed for 90 days or an order or decree approving
or ordering any of the foregoing shall be entered; or


(f)            The Borrower shall (i) voluntarily commence
any proceeding or file any petition seeking relief under Title 11 of the United
States Code, as now constituted or hereafter amended, or any other Federal,
state or foreign bankruptcy, insolvency, receivership or similar law, (ii)
consent to the institution of, or fail to contest in a timely and appropriate
manner, any proceeding or the filing of any petition described in paragraph (e)
of this Section 7, (iii) apply for or consent to the appointment of a receiver,
trustee, custodian, sequestrator, conservator or similar official for the
Borrower or for a substantial part of the property or assets of the Borrower,
(iv) file an answer admitting the material allegations of a petition filed
against it in any such proceeding, (v) make a general assignment for the
benefit of creditors, or (vi) take any action for the purpose of effecting any
of the foregoing; or


(g)           One or more judgments for the payment of money which are due and
payable in an aggregate amount of $400,000,000 (exclusive of any amount thereof
covered by insurance so long as such coverage is not being disputed) or more shall
be rendered by a court of competent jurisdiction against the Borrower and the
same shall remain undischarged for a period of 60 days during which execution
shall not be effectively stayed (for this purpose, a judgment shall effectively
be stayed during a period when it is not yet due and payable), or any action
shall be legally taken by a judgment creditor to levy upon assets or properties
of the Borrower to enforce any such judgment and the Borrower fails to pay such
judgment due and payable by the Borrower within 60 days after the date mandated
by the court for the payment of such judgment;


(h)           The Guaranty shall cease, for any reason, to be in full force and
effect or Guarantor or the Borrower shall so assert;


(i)            The occurrence of any Guarantor Event of
Default; or


(j)            The Borrower shall cease to be a Subsidiary
of Guarantor;


then, and in any such event, (A) if such event is an Event of Default
specified in paragraph (e) or (f) above with respect to the Borrower or
specified in paragraph (i) above with respect to a Guarantor Event of Default
under Section 6.1(e) or (f) of the Guaranty, automatically the Loans (with
accrued interest thereon) and all fees and other amounts owing under this
Agreement shall immediately become due and payable, and (B) if such event is
any other Event of Default, with the consent of the Required Lenders, the
Administrative Agent may, or upon the request of the Required Lenders, the
Administrative Agent shall, by notice to the Borrower, declare the Loans (with
accrued interest thereon) and all fees and other amounts owing under this
Agreement to be due and payable forthwith, whereupon the same shall 



 23
 








immediately become due and payable. 
Except as expressly provided above in this Section 7, presentment,
demand, protest and all other notices of any kind are hereby expressly waived.


SECTION 8.  THE ADMINISTRATIVE AGENT


8.1.          Appointment.  Each Lender hereby irrevocably designates and
appoints MSSF as the agent of such Lender under this Agreement, and each such
Lender irrevocably authorizes MSSF, as the Administrative Agent for such
Lender, to take such action on its behalf under the provisions of this
Agreement and to exercise such powers and perform such duties as are expressly
delegated to the Administrative Agent by the terms of this Agreement, together
with such other powers as are reasonably incidental thereto.  Notwithstanding any provision to the contrary
elsewhere in this Agreement, the Administrative Agent shall not have any duties
or responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or otherwise exist against the Administrative Agent.


8.2.          Delegation of Duties.  The Administrative Agent may execute any of
its duties under this Agreement by or through agents or attorneys in fact and
shall be entitled to advice of counsel concerning all matters pertaining to
such duties.  The Administrative Agent
shall not be responsible for the negligence or misconduct of any agents or
attorneys in fact selected by it with reasonable care.


8.3.          Exculpatory Provisions.  Neither the Administrative Agent nor any of
its officers, directors, employees, agents, attorneys in fact or affiliates
shall be (i) liable for any action lawfully taken or omitted to be taken by it
or such Person under or in connection with this Agreement (except for its or
such Person’s own gross negligence or willful misconduct) or (ii) responsible in
any manner to any of the Lenders for any recitals, statements, representations
or warranties made by the Borrower or any officer thereof contained in this
Agreement or in any certificate, report, statement or other document referred
to or provided for in, or received by the Administrative Agent under or in
connection with, this Agreement or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or for any failure
of any Borrower to perform its obligations hereunder or thereunder.  The Administrative Agent shall not be under
any obligation to any Lender to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this
Agreement, or to inspect the properties, books or records of the Borrower.


8.4.          Reliance by Administrative Agent.  The Administrative Agent shall be entitled to
rely, and shall be fully protected in relying, upon any writing, resolution,
notice, consent, certificate, affidavit, letter, telecopy, telex or teletype
message, statement, order or other document or conversation believed by it to
be genuine and correct and to have been signed, sent or made by the proper
Person or Persons and upon advice and statements of legal counsel (including, without
limitation, counsel to the Borrower), independent accountants and other experts
selected by the Administrative Agent. 
The Administrative Agent may deem and treat the Lender specified in the
Register with respect to any amount owing hereunder as the owner thereof for
all purposes unless a written notice of assignment, negotiation or transfer
thereof shall have been filed with the Administrative Agent.  The Administrative Agent shall be fully
justified in failing or refusing to take any action under this Agreement unless
it shall first receive such advice or concurrence of the Required Lenders or
all Lenders, as the case may be, as it deems appropriate or it shall first be
indemnified to its satisfaction by the Lenders against any and all liability and
expense which may be incurred by it by reason of taking or continuing to take
any such action.  The Administrative
Agent shall in all cases be fully protected in acting, or in refraining from
acting, under this Agreement in accordance with a request of the Required
Lenders, or all Lenders, as the case may be, and such request and any action
taken or failure to act pursuant thereto shall be binding upon all the Lenders
and all future holders of the obligations owing by the Borrower hereunder.



 24
 








8.5.          Notice of Default.  The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default or Event of
Default hereunder unless the Administrative Agent has received notice from a
Lender or the Borrower referring to this Agreement, describing such Default or
Event of Default and stating that such notice is a “notice of default”.  In the event that the Administrative Agent
receives such a notice, the Administrative Agent shall promptly give notice
thereof to the Lenders.  The Administrative
Agent shall take such action with respect to such Default or Event of Default
as shall be reasonably directed by the Required Lenders; provided that unless
and until the Administrative Agent shall have received such directions, the
Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interests of the Lenders.


8.6.          Non Reliance on Administrative Agent and Other
Lenders.  Each Lender expressly
acknowledges that neither the Administrative Agent nor any of its officers,
directors, employees, agents, attorneys in fact or affiliates has made any
representations or warranties to it and that no act by the Administrative Agent
hereinafter taken, including any review of the affairs of the Borrower, shall
be deemed to constitute any representation or warranty by the Administrative
Agent to any Lender.  Each Lender
represents to the Administrative Agent that it has, independently and without
reliance upon the Administrative Agent or any other Lender, and based on such
documents and information as it has deemed appropriate, made its own appraisal
of and investigation into the business, operations, property, financial and
other condition and creditworthiness of the Borrower and Guarantor and made its
own decision to make its Loans and enter into this Agreement.  Each Lender also represents that it will,
independently and without reliance upon the Administrative Agent or any other
Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit analysis, appraisals
and decisions in taking or not taking action under this Agreement, and to make
such investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition and creditworthiness of the
Borrower and Guarantor.  Except for
notices, reports and other documents expressly required to be furnished to the
Lenders by the Administrative Agent hereunder, the Administrative Agent shall
not have any duty or responsibility to provide any Lender with any credit or
other information concerning the business, operations, property, condition
(financial or otherwise), prospects or creditworthiness of the Borrower or
Guarantor which may come into the possession of the Administrative Agent or any
of its officers, directors, employees, agents, attorneys in fact or affiliates.


8.7.          Indemnification.  The Lenders agree to indemnify the
Administrative Agent in its capacity as such (to the extent not reimbursed by
the Borrower and without limiting the obligation of the Borrower to do so),
ratably according to their respective Percentages in effect on the date on
which indemnification is sought under this Section 8.7, from and against any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind whatsoever which
may at any time (including, without limitation, at any time following the
payment of the amounts owing hereunder) be imposed on, incurred by or asserted
against the Administrative Agent in any way relating to or arising out of this
Agreement or any documents contemplated by or referred to herein or therein or
the transactions contemplated hereby or thereby or any action taken or omitted
by the Administrative Agent under or in connection with any of the foregoing;
provided that (a) no Lender shall be liable for the payment of any portion of
such liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting from the gross negligence or
willful misconduct of the Administrative Agent and (b) in the event that the
Administrative Agent is reimbursed by the Borrower for any amount paid to it by
the Lenders pursuant to this Section 8.7, the amount of such reimbursement
shall in turn be paid over to the Lenders on a ratable basis.  The agreements in this Section 8.7 shall
survive the payment of the Loans and all other amounts payable hereunder.



 25
 








8.8.          Administrative Agent in Its Individual Capacity.  Each of the Administrative Agent and its
affiliates may make loans to, accept deposits from and generally engage in any
kind of business with the Borrower as though the Administrative Agent were not
the Administrative Agent hereunder.  With
respect to its Loans made or renewed by it, the Administrative Agent shall have
the same rights and powers under this Agreement as any Lender and may exercise
the same as though it were not the Administrative Agent, and the terms “Lender”
and “Lenders” shall include the Administrative Agent in its individual
capacity.


8.9.          Successor Administrative Agent.  Subject to the appointment and acceptance of
a successor Administrative Agent as provided below, the Administrative Agent
may resign as Administrative Agent at any time by giving notice to the Lenders
and the Borrower.  If the Administrative
Agent shall resign as Administrative Agent under this Agreement, then the
Required Lenders shall appoint from among the Lenders a successor
administrative agent for the Lenders, which successor administrative agent
shall be subject to the approval of the Borrower (which approval shall not be
unreasonably withheld).  If no successor
shall have been so appointed by the Required Lenders and shall have accepted
such appointment within 30 days after the retiring Administrative Agent shall
have given notice of its resignation, then the retiring Administrative Agent
may, on behalf of the Lenders, appoint a successor Administrative Agent from
among the Lenders, which successor administrative agent shall be subject to the
approval of the Borrower (which approval shall not be unreasonably
withheld).  Upon the acceptance of any
appointment as Administrative Agent hereunder by a permitted successor, such
successor administrative agent shall succeed to the rights, powers and duties
of the Administrative Agent, and the term “Administrative Agent” shall mean
such successor administrative agent effective upon such appointment and
approval, and the former Administrative Agent’s rights, powers and duties as
Administrative Agent shall be terminated, without any other or further act or
deed on the part of such former Administrative Agent or any of the parties to this
Agreement or any holders of the obligations owing hereunder.  After any retiring Administrative Agent’s
resignation as Administrative Agent, the provisions of this Section 8 shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was Administrative Agent under this Agreement.


8.10.        Syndication Agent and Documentation Agent.  Neither the Syndication Agent nor the
Documentation Agent shall have any duties or responsibilities hereunder in its
capacity as such.


SECTION 9.  MISCELLANEOUS


9.1.          Amendments and Waivers.  Neither this Agreement nor any terms hereof
may be amended, supplemented or modified except in accordance with the
provisions of this Section 9.1.  The
Required Lenders may, or, upon receipt of written consent of the Required
Lenders to all terms thereof, the Administrative Agent may, from time to time,
(a) enter into with the Borrower written amendments, supplements or
modifications hereto for the purpose of adding any provisions to this Agreement
or changing in any manner the rights of the Lenders or of the Borrower
hereunder or (b) waive, on such terms and conditions as the Required Lenders or
the Administrative Agent, as the case may be, may specify in such instrument,
any of the requirements of this Agreement or any Default or Event of Default
and its consequences; provided, however, that no such waiver and no such
amendment, supplement or modification shall (i) reduce the amount or extend the
scheduled date of maturity of any Loan, or reduce the stated rate of any
interest or fee payable hereunder or extend the scheduled date of any payment
thereof or increase the amount or extend the expiration date of any Lender’s
Commitment, in each case without the consent of each Lender directly affected
thereby, in each case without the written consent of each Lender materially and
adversely affected thereby, or (ii) amend, modify or waive any provision of
Section 2.12 providing for payments hereunder to be made ratably to the Lenders
or this Section 9.1 or reduce the percentage specified in the definition of
Required Lenders, or consent to the assignment or transfer by the Borrower of
any of its rights and obligations under this Agreement, in each case without 



 26
 








the written consent of all
the Lenders, or (iii) amend, modify or waive any provision of Section 8 without
the written consent of the then Administrative Agent.  Any such waiver and any such amendment,
supplement or modification shall apply equally to each of the Lenders and shall
be binding upon the Borrower, the Lenders, the Administrative Agent and all
future holders of the obligations owing hereunder.  In the case of any waiver, the Borrower, the
Lenders and the Administrative Agent shall be restored to their former position
and rights hereunder, and any Default or Event of Default waived shall be
deemed to be cured and not continuing; but no such waiver shall extend to any
subsequent or other Default or Event of Default, or impair any right consequent
thereon.


9.2.          Notices.  All notices, requests and demands to or upon
the respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered by hand, or three Business Days
after being deposited in the mail, postage prepaid, or, in the case of telecopy
notice, when received, addressed as follows in the case of the Borrower and the
Administrative Agent and as notified by each Lender to the Administrative Agent
in the case of the Lenders, or to such other address as may be hereafter
notified by the respective parties hereto and any future holders of the
obligations owing hereunder:


	
  The Borrower:

  	
  IBM INTERNATIONAL GROUP
  B.V.

  
	
   

  	
  Johan
  Huizingalaan 765

  
	
   

  	
  1066 VH
  Amsterdam

  
	
   

  	
  The Netherlands

  
	
   

  	
  Attention: Mr.
  Paul Snoek, Director

  
	
   

  	
  Telecopy:
  31-(0)20-5132398

  
	
   

  	
   

  
	
   

  	
  with a copy to:

  
	
   

  	
   

  
	
   

  	
  INTERNATIONAL
  BUSINESS MACHINES CORPORATION

  
	
   

  	
  One New Orchard
  Road

  
	
   

  	
  Armonk, New York
  10504

  
	
   

  	
  Attention: Vice
  President and Treasurer

  
	
   

  	
  Telecopy:
  914-499-2883

  
	
   

  	
  With a copy to
  CHQ Legal Department

  
	
   

  	
  Telecopy:
  914-499-6445

  
	
   

  	
   

  
	
  The
  Administrative Agent:

  	
  Morgan Stanley Senior
  Funding, Inc.

  
	
   

  	
  One Pierrepont
  Plaza, 7th Floor

  
	
   

  	
  300 Cadman Plaza
  West

  
	
   

  	
  Brooklyn, NY
  11201

  
	
   

  	
  Attention:

  	
  Meredith Kaye

  
	
   

  	
  Telecopy:

  	
  212-507-6680

  
	
   

  	
  Telephone:

  	
  718-754-2167

  
	
   

  	
  E-mail:

  	
  msagency@morganstanley.com

  



 


provided that any notice, request or demand to or upon the
Administrative Agent or the Lenders pursuant to Section 2.2, 2.3, 2.5 or 2.10
shall not be effective until received.


9.3.          No Waiver; Cumulative Remedies.  No failure to exercise and no delay in
exercising, on the part of the Administrative Agent or any Lender, any right,
remedy, power or privilege hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, remedy, power or privilege
hereunder preclude any other or further exercise thereof or the exercise of any
other 



 27
 








right, remedy, power or
privilege.  The rights, remedies, powers
and privileges herein provided are cumulative and not exclusive of any rights,
remedies, powers and privileges provided by law.


9.4.          Survival of Representations and Warranties.  All representations and warranties made
hereunder and in any document, certificate or statement delivered pursuant
hereto or in connection herewith shall survive the execution and delivery of
this Agreement and the making of the Loans hereunder.


9.5.          Payment of Expenses.  The Borrower agrees (a) to pay or reimburse
the Administrative Agent for all its reasonable out of pocket costs and
expenses incurred in connection with the development, preparation and execution
of, and any amendment, supplement or modification to, this Agreement and any
other documents prepared in connection herewith, and the consummation and
administration of the transactions contemplated hereby and thereby, including,
without limitation, the reasonable fees and disbursements of a single New York
counsel (and a single Dutch counsel) to the Administrative Agent, (b) to pay or
reimburse each Lender and the Administrative Agent for all its reasonable out
of pocket costs and expenses incurred in connection with the enforcement or
preservation of any rights under this Agreement and any such other documents,
including, without limitation, the reasonable fees and disbursements of
separate counsel to the Administrative Agent and to each Lender, and (c) to
pay, indemnify, and hold each Lender and the Administrative Agent harmless
from, any and all recording and filing fees and any and all liabilities with
respect to, or resulting from any delay in paying, stamp, excise and other
similar taxes, if any, which may be payable or determined to be payable in
connection with the execution and delivery of, or consummation or
administration of any of the transactions contemplated by, or any amendment,
supplement or modification of, or any waiver or consent under or in respect of,
this Agreement and any such other documents, and (d) to pay, indemnify, and
hold each Lender, the Administrative Agent and their respective directors,
officers, employees and agents (each, an “indemnified person”)
harmless from and against any and all other liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, and related reasonable out of
pocket costs, expenses or disbursements, including reasonable fees and
disbursements of counsel, incurred by or asserted against such indemnified
person which arise out of or in connection with any claim, litigation or
proceeding relating to this Agreement or any such other documents, any Loan or
any actual or proposed use of proceeds of any Loan or any of the Transactions
(all the foregoing in this clause (d), collectively, the “indemnified
liabilities”), provided, that the Borrower shall not have any
obligation hereunder to any indemnified person with respect to indemnified
liabilities arising from the gross negligence or willful misconduct of such
indemnified person and provided further, that nothing contained in this Section
9.5 (other than Section 9.5(c)) shall require the Borrower to pay any taxes of
any indemnified person or any Transferee or any indemnity with respect
thereto.  The agreements in this Section
9.5 shall survive repayment of the Loans and the payment of all other amounts
payable hereunder.


9.6.          Participations.  Any Lender may, in the ordinary course of its
business and in accordance with applicable law, at any time sell to one or more
banks or other entities (each, a “Participant”)
participating interests in any Loan owing to such Lender or any other interest
of such Lender hereunder provided that each Participant is a PMP.  In the event of any such sale by a Lender of
a participating interest to a Participant, such Lender’s obligations under this
Agreement to the other parties to this Agreement shall remain unchanged, such
Lender shall remain solely responsible for the performance thereof, such Lender
shall remain the holder of any such obligation owing to it hereunder for all
purposes under this Agreement, and the Borrower and the Administrative Agent shall
continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under this Agreement.  In no event shall any Participant under any
such participation have any right to approve any amendment or waiver of any provision
of this Agreement, or any consent to any departure by the Borrower therefrom,
except to the extent that such amendment, waiver or consent would reduce the
principal of, or interest on, the Loans or any fees payable hereunder, postpone
the date of the final 



 28
 








maturity of the Loans, or
release the guarantee contained in the Guaranty, in each case to the extent
subject to such participation.  The
Borrower agrees that, while an Event of Default shall have occurred and be continuing,
if amounts outstanding under this Agreement are due or unpaid, or shall have
been declared or shall have become due and payable upon the occurrence of an
Event of Default, each Participant shall be deemed to have the right of setoff
in respect of its participating interest in amounts owing under this Agreement
to the same extent as if the amount of its participating interest were owing
directly to it as a Lender under this Agreement, provided that, in purchasing
such participating interest, such Participant shall be deemed to have agreed to
share with the Lenders the proceeds thereof as provided in Section 9.10 as
fully as if it were a Lender hereunder. 
The Borrower also agrees that each Participant shall be entitled to the
benefits of Sections 2.13, 2.14, 2.15 and 2.16 with respect to its
participation in the Loans outstanding from time to time as if it was a Lender;
provided that, in the case of Section 2.15, such Participant shall have
complied with the requirements of said Section and provided, further, that no
Participant shall be entitled to receive any greater amount pursuant to any
such Section than the transferor Lender would have been entitled to receive in
respect of the amount of the participation transferred by such transferor
Lender to such Participant had no such transfer occurred.


9.7.          Assignments.  (a) 
Any Lender may, in the ordinary course of its business and in accordance
with applicable law, at any time and from time to time assign to any affiliate
of such Lender that is a PMP or, with the consent of the Borrower and the
Administrative Agent (which consent in each case shall not be unreasonably
withheld), to any other Lender or to an additional bank, financial institution
or other entity that is a PMP (each, a “Purchasing Lender”)
all or any part of its rights and obligations under this Agreement pursuant to
an Assignment and Acceptance, substantially in the form of Exhibit C, executed
by such Purchasing Lender and such assigning Lender (and, in the case of a
Purchasing Lender that is not an affiliate of the relevant assigning Lender, by
the Borrower and the Administrative Agent) and delivered to the Administrative
Agent for its acceptance and recording in the Register, provided, that except
in the case of an assignment of all of a Lender’s rights and obligations under
this Agreement, the amount of the Loans of the assigning Lender being assigned
pursuant to each such assignment (determined as of the date of the Assignment
and Acceptance with respect to such assignment) shall in no event be less than
$50,000,000 (or, if less, the aggregate principal amount of Loans then held by
such assigning Lender) or such lesser amount as may be consented to by the
Borrower and the Administrative Agent, provided that such amount is at least
$10,000,000.  Upon such execution, delivery,
acceptance and recording, from and after the effective date determined pursuant
to such Assignment and Acceptance, (x) the Purchasing Lender thereunder shall
be a party hereto and, to the extent provided in such Assignment and
Acceptance, have the rights and obligations of a Lender hereunder as set forth
therein, and (y) the assigning Lender thereunder shall, to the extent provided
in such Assignment and Acceptance, be released from its obligations under this
Agreement (and, in the case of an Assignment and Acceptance covering all or the
remaining portion of an assigning Lender’s rights and obligations under this
Agreement, such assigning Lender shall cease to be a party hereto).


(b)           Upon its receipt of an Assignment and
Acceptance executed by an assigning Lender and a Purchasing Lender (and, in the
case of a Purchasing Lender that is not an affiliate of the relevant assigning
Lender, by the Borrower and the Administrative Agent), the Administrative Agent
shall (i) promptly accept such Assignment and Acceptance and (ii) on the
effective date determined pursuant thereto record the information contained
therein in the Register and give notice of such acceptance and recordation to
the Lenders and the Borrower.


9.8.          The Register; Disclosure; Pledges to Federal Reserve
Banks.  (a)  The Administrative Agent shall maintain at
its address referred to in Section 9.2 a copy of each Assignment and Acceptance
delivered to it and a register (the “Register”) for
the recordation of the names and addresses of the Lenders and the principal
amount of the Loans owing to each Lender from time to time.  The entries in the Register shall be
conclusive, in the absence of clearly demonstrable error, and the 



 29
 








Borrower, the Administrative
Agent and the Lenders may treat each Person whose name is recorded in the
Register as the owner of the Loans recorded therein for all purposes of this
Agreement.  The Register shall be
available for inspection by the Borrower at any reasonable time and from time
to time upon reasonable prior notice.


(b)           The Borrower authorizes each Lender to
disclose to any Participant or Purchasing Lender (each, a “Transferee”)
and any prospective Transferee, subject to the provisions of Section 9.19
(whether or not, in the case of any Person that is a prospective Transferee,
such Person in fact becomes a Transferee), any and all financial information in
such Lender’s possession concerning the Borrower and its affiliates which has
been delivered to such Lender by or on behalf of the Borrower pursuant to this
Agreement or which has been delivered to such Lender by or on behalf of any the
Borrower in connection with such Lender’s credit evaluation of the Borrower and
their respective affiliates prior to becoming a party to this Agreement.


(c)           Nothing herein shall prohibit any Lender from
pledging or assigning all or any portion of its Loans to any Federal Reserve
Bank in accordance with applicable law. 
In order to facilitate such pledge or assignment, the Borrower hereby
agrees that, upon request of any Lender at any time and from time to time, the
Borrower shall provide to such Lender, at such Borrower’s own expense, a
promissory note, substantially in the form of Exhibit F as the case may be,
evidencing the Loans, as the case may be, owing to such Lender.


9.9.          Replacement of Lenders under Certain Circumstances.  The Borrower shall be permitted to replace
any Lender which (a) requests reimbursement for amounts owing pursuant to
Section 2.14 or 2.15, (b) is affected in the manner described in Section 2.13
and as a result thereof any of the actions described in said Section is
required to be taken, (c) defaults in its obligation to make Loans hereunder or
(d) fails to consent to any proposed amendment, modification, termination,
waiver or consent with respect to any provision hereof that requires the
unanimous approval of all of the Lenders, in each case in accordance with the
terms of Section 9.1, so long as the consent of the Required Lenders shall have
been obtained with respect to such amendment, modification, termination, waiver
or consent, with a replacement bank or other financial institution; provided
that (i) such replacement does not conflict with any Requirement of Law, (ii)
the Borrower shall repay (or the replacement bank or institution shall
purchase, at par) all Loans and other amounts owing to such replaced Lender
prior to the date of replacement, (iii) the Borrower shall be liable to such
replaced Lender under Section 2.16 if any Eurodollar Loan owing to such
replaced Lender shall be prepaid (or purchased) other than on the last day of
the Interest Period relating thereto, (iv) the replacement bank or institution,
if not already a Lender, and the terms and conditions of such replacement,
shall be reasonably satisfactory to the Administrative Agent, (v) the replaced
Lender shall be obligated to make such replacement in accordance with the
provisions of Section 9.7 (provided that the Borrower shall be obligated to pay
the registration and processing fee referred to therein), (vi) until such time
as such replacement shall be consummated, the Borrower shall pay all additional
amounts (if any) required pursuant to Section 2.14 or 2.15, as the case may be,
and (vii) any such replacement shall not be deemed to be a waiver of any rights
which the Borrower, the Administrative Agent or any other Lender shall have
against the replaced Lender.


9.10.        Adjustments; Set-off.  (a)  If
any Lender (a “benefited Lender”) shall at any
time receive any payment of all or part of its Loans, or interest thereon, or
receive any collateral in respect thereof (whether voluntarily or
involuntarily, by set off, pursuant to events or proceedings of the nature
referred to in Section 7(f) or (g), or otherwise), in a greater proportion than
any such payment to or collateral received by any other Lender, if any, in
respect of such other Lender’s Loans that are then due and payable, or interest
thereon, such benefited Lender shall purchase at par for cash from the other
Lenders a participating interest in such portion of each such other Lender’s
Loan, or shall provide such other Lenders with the benefits of any such
collateral, or the proceeds thereof, as shall be necessary to 



 30
 








cause such benefited Lender
to share the excess payment or benefits of such collateral or proceeds ratably
with each of the Lenders; provided, however, that if all or any portion of such
excess payment or benefits is thereafter recovered from such benefited Lender,
such purchase shall be rescinded, and the purchase price and benefits returned,
to the extent of such recovery, but without interest.


(b)           In addition to any rights and remedies of the
Lenders provided by law, each Lender shall have the right, without prior notice
to the Borrower, any such notice being expressly waived by the Borrower to the
extent permitted by applicable law, upon any amount becoming due and payable by
the Borrower hereunder (whether at the stated maturity, by acceleration or
otherwise) to set off and appropriate and apply against such amount any and all
deposits (general or special, time or demand, provisional or final), in any
currency, and any other credits, indebtedness or claims, in any currency, in
each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by such Lender or any branch or agency
thereof to or for the credit or the account of the Borrower.  Each Lender agrees promptly to notify the
Borrower and the Administrative Agent after any such set off and application
made by such Lender, provided that the failure to give such notice shall not
affect the validity of such set off and application.


9.11.        Counterparts.  This Agreement may be executed by one or more
of the parties to this Agreement on any number of separate counterparts
(including by telecopy), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.  A set of the copies of this Agreement signed
by all the parties shall be lodged with the Borrower and the Administrative
Agent.


9.12.        Severability.  Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


9.13.        Integration.  This Agreement represents the agreement of
the Borrower, the Administrative Agent and the Lenders with respect to the
subject matter hereof, and there are no promises, undertakings, representations
or warranties by the Administrative Agent or any Lender relative to subject
matter hereof not expressly set forth or referred to herein.


9.14.        GOVERNING LAW.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


9.15.        Submission To Jurisdiction; Waivers.  The Borrower hereby irrevocably and
unconditionally:


(a)           submits for itself and its property in any legal action or proceeding
relating to this Agreement, or for recognition and enforcement of any judgment
in respect thereof, to the non exclusive general jurisdiction of the Courts of
the State of New York, the courts of the United States of America for the
Southern District of New York, and appellate courts from any thereof;


(b)           consents that any such action or proceeding may be brought in such
courts and waives any objection that it may now or hereafter have to the venue
of any such action or proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or
claim the same;



 31
 








(c)           designates and directs Guarantor at its offices at One New Orchard
Road, Armonk, New York, as its agent to receive service of any and all process
and documents on its behalf in any legal action or proceeding referred to in
paragraph (a) of this Section 9.15 in the State of New York and agrees that
service upon such agent shall constitute valid and effective service upon the
Borrower and that failure of Guarantor to give any notice of such service to
the Borrower shall not affect or impair in any way the validity of such service
or of any judgment rendered in any action or proceeding based thereon;


(d)           to the extent that the Borrower has or hereafter may acquire any
immunity (sovereign or otherwise) from any legal action, suit or proceeding,
from jurisdiction of any court or from set-off or any legal process (whether
service of notice, attachment prior to judgment, attachment in aid of execution
of judgment, execution of judgment or otherwise) with respect to itself or any
of its property or assets, waives and agrees not to plead or claim such
immunity in respect of its obligations under this Agreement (it being
understood that the waivers contained in this paragraph (d) shall have the
fullest extent permitted under the Foreign Sovereign Immunities Act of 1976, as
amended, and are intended to be irrevocable and not subject to withdrawal for
the purposes of such Act);


(e)           agrees that service of process in any such action or proceeding may be
effected by mailing a copy thereof by registered or certified mail (or any
substantially similar form of mail), postage prepaid, to the Borrower at its
address referred to in Section 9.2 or at such other address of which the
Administrative Agent shall have been notified pursuant thereto;


(f)            agrees that nothing herein shall affect the
right to effect service of process in any other manner permitted by law or
shall limit the right to sue in any other jurisdiction; and


(g)           waives, to the maximum extent not prohibited by law, any right it may
have to claim or recover in any legal action or proceeding referred to in this
Section any special, exemplary, punitive or consequential damages.


9.16.        Judgments Relating to the Borrower.  (a) 
If, for the purpose of obtaining judgment in any court, it is necessary
to convert a sum owing hereunder by the Borrower to any party hereto or any
holder of the obligations of the Borrower hereunder into another currency, the
Borrower agrees, to the fullest extent that it may effectively do so, that the
rate of exchange used shall be that at which in accordance with normal banking
procedures in the relevant jurisdiction such party or holder could purchase
Dollars with such other currency for Dollars on the Banking Day immediately
preceding the day on which final judgment is given.


(b)           The obligations of the Borrower in respect of
any sum due to any party hereto or any holder of the obligations owing
hereunder (the “Applicable Creditor”) shall,
notwithstanding any judgment in a currency (the “Judgment
Currency”) other than Dollars, be discharged only to the extent
that, on the Banking Day following receipt by the Applicable Creditor of any
sum adjudged to be so due in the Judgment Currency, the Applicable Creditor may
in accordance with normal banking procedures in the relevant jurisdiction
purchase Dollars with the Judgment Currency; if the amount of Dollars so
purchased is less than the sum originally due to the Applicable Creditor in
Dollars, the Borrower agrees, as a separate obligation and notwithstanding any
such judgment, to indemnify the Applicable Creditor against such loss,
provided, that if the amount of Dollars so purchased exceeds the sum originally
due to the Applicable Creditor, the Applicable Creditor agrees to remit such
excess to the Borrower.  The obligations
of the Borrower contained in this Section 9.16 shall survive the termination of
this Agreement and the payment of all other amounts owing hereunder.



 32
 








9.17.        Acknowledgements.  The Borrower hereby acknowledges that:


(a)           it has been advised by counsel in the negotiation, execution and
delivery of this Agreement;


(b)           neither the Administrative Agent nor any Lender has any fiduciary
relationship with or duty to the Borrower arising out of or in connection with
this Agreement, and the relationship between Administrative Agent and the
Borrower in connection herewith or therewith is solely that of debtor and
creditor; and


(c)           no joint venture is created hereby or otherwise exists by virtue of the
transactions contemplated hereby among the Lenders or among the Borrower and
the Lenders.


9.18.        WAIVERS OF JURY TRIAL.  EACH OF THE BORROWER, THE ADMINISTRATIVE
AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, THE GUARANTY
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY AND FOR ANY COUNTERCLAIM
THEREIN.


9.19.        Confidentiality.  Each Lender agrees to keep confidential any
written or oral information (a) provided to it by or on behalf of the Borrower,
Guarantor or any of their respective Subsidiaries pursuant to or in connection
with this Agreement or (b) obtained by such Lender based on a review of the
books and records of the Borrower, Guarantor or any of their respective
Subsidiaries; provided that nothing herein shall prevent any Lender from
disclosing any such information (i) to the Administrative Agent or any other
Lender, (ii) to any Transferee or prospective Transferee or any swap
counterparty so long as delivery of such information is made subject to the
requirement that such information be kept confidential in the manner
contemplated by this Section 9.19, (iii) to its employees or affiliates
involved in the administration of this Agreement, directors, agents, attorneys,
accountants and other professional advisors (each of which shall be instructed
to hold the same in confidence), (iv) upon the request or demand of any
Governmental Authority having jurisdiction over such Lender, (v) in response to
any order of any court or other Governmental Authority or as may otherwise be
required pursuant to any Requirement of Law, (vi) which has been publicly
disclosed other than in breach of this Agreement or (vii) in connection with
the exercise of any remedy hereunder.  In
addition, each Lender understands that information regarding the existence,
status and terms of this Agreement and the use of proceeds hereof will
constitute material non-public information with respect to Guarantor until
publicly disclosed by Guarantor (which shall be no later than the fourth
business day following the Closing Date), and each Lender agrees, until such
public disclosure, to treat such information confidentially and not disclose it
to any prospective Transferee or otherwise engage in secondary selling efforts
unless otherwise agreed to by the Borrower or required under applicable law or
regulation.  It is understood and agreed
that the Borrower, Guarantor, their respective Subsidiaries and their
respective affiliates may rely upon this Section 9.19 for any purpose,
including without limitation to comply with Regulation FD promulgated by the
SEC.


9.20.        Binding Effect; Successors and Assigns.  This Agreement shall be binding upon and
inure to the benefit of the Borrower, the Lenders, the Administrative Agent,
all future permitted holders of the obligations hereunder and their respective
successors and permitted assigns, except that the Borrower may not assign or transfer
any of its rights or obligations under this Agreement without the prior written
consent of each Lender.



 33
 








9.21.        USA PATRIOT Act.  Each Lender hereby notifies the Borrower that
pursuant to the requirements of the USA Patriot Act (Title III of Pub. L.
107-56 (signed into law October 26, 2001)) (the “Act”),
it is required to obtain, verify and record information that identifies the
Borrower, which information includes the name and address of the Borrower and
other information that will allow such Lender to identify the Borrower in
accordance with the Act.



 34















	
   

  	
  IBM INTERNATIONAL GROUP B.V.

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  By: 

  	
  /s/ Simon Beaumont

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Simon Beaumont

  	
   

  	 

	
   

  	
   

  	
  Title: Director

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  MORGAN STANLEY SENIOR FUNDING, INC.,

  	
   

  	 

	
   

  	
  Individually and as Administrative Agent

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  By: 

  	
  /s/ Anish M. Shah

  	
   

  	
   

  	 

	
   

  	
   

  	
  Name:Anish M. Shah

  	
   

  	 

	
   

  	
   

  	
  Title:  Vice President

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH,

  	
   

  	 

	
   

  	
  Individually and as Documentation Agent

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  By: 

  	
  /s/ Yvonne Tilden

  	
   

  	
   

  	 

	
   

  	
   

  	
  Name:  Yvonne Tilden

  	
   

  	 

	
   

  	
   

  	
  Title:  Vice President

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  By: 

  	
  /s/ Anca Trifan

  	
   

  	
   

  	 

	
   

  	
   

  	
  Name: Anca Trifan

  	
   

  	 

	
   

  	
   

  	
  Title: Director

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  LEHMAN COMMERCIAL PAPER INC.,

  	
   

  	 

	
   

  	
  as Syndication Agent

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  By: 

  	
  /s/ Gregory L. Smith

  	
   

  	
   

  	 

	
   

  	
   

  	
  Name: Gregory L. Smith

  	
   

  	 

	
   

  	
   

  	
  Title: Managing Director

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  LEHMAN LOAN FUNDING, LLC,

  	
   

  	 

	
   

  	
  Individually

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  By: 

  	
  /s/ Gregory L. Smith

  	
   

  	
   

  	 

	
   

  	
   

  	
  Name: Gregory L. Smith

  	
   

  	 

	
   

  	
   

  	
  Title: Managing Director

  	
   

  	 

											



 













 


	
  

  	
  LEHMAN BROTHERS HOLDINGS INC.,

  	
   

  
	
   

  	
  Individually

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Gregory L Smith

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Gregory L. Smith

  	
   

  
	
   

  	
   

  	
  Title: Managing Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  LEHMAN BROTHERS BANK, FSB,

  	
   

  
	
   

  	
  Individually

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Janine M.
  Shugan

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Janine M. Shugan

  	
   

  
	
   

  	
   

  	
  Title: Authorized Signatory

  	
   

  
						




 2
 









LENDER ADDENDUM


TERM LOAN AGREEMENT


The undersigned (i) agrees to all of the provisions of the Term Loan
Agreement, dated as of May 25, 2007 (as amended, modified or supplemented from
time to time, the “Credit  Agreement”), among the IBM INTERNATIONAL
GROUP B.V., a private company with limited liability organized under the laws
of The Netherlands, the lenders from time to time party thereto, Morgan Stanley
Senior Funding, Inc., as Administrative Agent, Deutsche Bank AG Cayman Islands
Branch, as Documentation Agent, and Lehman Commercial Paper, Inc., as
Syndication Agent, (ii) becomes a party thereto, as a Lender, with an
obligation to make Loans to the Borrower in an aggregate principal amount not
to exceed the amount of its Com­mit­ment as set forth opposite the undersigned
Lender’s name in Schedule 1.1 to the Credit Agreement, as such amount may be changed
from time to time as provided in the Credit Agreement, and (iii) confirms that
it has received the financial statements referred to in Section 3.5 of the
Guaranty.  Capitalized terms defined in
the Credit Agreement shall have their respective defined meanings herein.


	
  

  	
  NAME OF INSTITUTION: 

  

  BARCLAYS BANK PLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Nicholas Bell 

  	
   

  
	
   

  	
  Name: Nicholas Bell 

  Title:  Director

  
	
  Dated as of May 25, 2007

  	
   

  



 



 3
 









LENDER ADDENDUM


TERM LOAN AGREEMENT


The undersigned (i) agrees to all of the provisions of the Term Loan
Agreement, dated as of May 25, 2007 (as amended, modified or supplemented from
time to time, the “Credit  Agreement”), among the IBM INTERNATIONAL
GROUP B.V., a private company with limited liability organized under the laws
of The Netherlands, the lenders from time to time party thereto, Morgan Stanley
Senior Funding, Inc., as Administrative Agent, Deutsche Bank AG Cayman Islands
Branch, as Documentation Agent, and Lehman Commercial Paper, Inc., as
Syndication Agent, (ii) becomes a party thereto, as a Lender, with an
obligation to make Loans to the Borrower in an aggregate principal amount not
to exceed the amount of its Com­mit­ment as set forth opposite the undersigned
Lender’s name in Schedule 1.1 to the Credit Agreement, as such amount may be
changed from time to time as provided in the Credit Agreement, and (iii)
confirms that it has received the financial statements referred to in Section
3.5 of the Guaranty.  Capitalized terms
defined in the Credit Agreement shall have their respective defined meanings
herein.


	
  

  	
  NAME OF INSTITUTION: 

  

  Bear Stearns Corporate Lending Inc.,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Victor Bulzacchelli

  	
   

  
	
   

  	
  Name: Victor Bulzacchelli

  Title:  Vice President

  
	
  Dated as of May 25, 2007

  	
   

  



 



 4
 









 


LENDER ADDENDUM


TERM LOAN AGREEMENT


The undersigned (i) agrees to all of the provisions of the Term Loan
Agreement, dated as of May 25, 2007 (as amended, modified or supplemented from
time to time, the “Credit  Agreement”), among the IBM INTERNATIONAL
GROUP B.V., a private company with limited liability organized under the laws
of The Netherlands, the lenders from time to time party thereto, Morgan Stanley
Senior Funding, Inc., as Administrative Agent, Deutsche Bank AG Cayman Islands
Branch, as Documentation Agent, and Lehman Commercial Paper, Inc., as
Syndication Agent, (ii) becomes a party thereto, as a Lender, with an
obligation to make Loans to the Borrower in an aggregate principal amount not
to exceed the amount of its Com­mit­ment as set forth opposite the undersigned
Lender’s name in Schedule 1.1 to the Credit Agreement, as such amount may be
changed from time to time as provided in the Credit Agreement, and (iii)
confirms that it has received the financial statements referred to in Section
3.5 of the Guaranty.  Capitalized terms
defined in the Credit Agreement shall have their respective defined meanings
herein.


	
  

  	
  NAME OF INSTITUTION: 

  

  BNP Paribas

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Berangere Allen

  	
   

  
	
   

  	
  Name: Berangere Allen

  Title: Vice President

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Henry Gaw

  	
   

  
	
   

  	
  Name: Henry Gaw

  Title:  Managing Director

  
	
  Dated as of May 25, 2007

  	
   

  
					



 



 5
 









LENDER ADDENDUM


TERM LOAN AGREEMENT


The undersigned (i) agrees to all of the provisions of the Term Loan
Agreement, dated as of May 25, 2007 (as amended, modified or supplemented from
time to time, the “Credit  Agreement”), among the IBM INTERNATIONAL
GROUP B.V., a private company with limited liability organized under the laws
of The Netherlands, the lenders from time to time party thereto, Morgan Stanley
Senior Funding, Inc., as Administrative Agent, Deutsche Bank AG Cayman Islands
Branch, as Documentation Agent, and Lehman Commercial Paper, Inc., as
Syndication Agent, (ii) becomes a party thereto, as a Lender, with an
obligation to make Loans to the Borrower in an aggregate principal amount not
to exceed the amount of its Com­mit­ment as set forth opposite the undersigned
Lender’s name in Schedule 1.1 to the Credit Agreement, as such amount may be
changed from time to time as provided in the Credit Agreement, and (iii)
confirms that it has received the financial statements referred to in Section
3.5 of the Guaranty.  Capitalized terms
defined in the Credit Agreement shall have their respective defined meanings
herein.


	
  

  	
  NAME OF INSTITUTION: 

  

  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ John Kowalczuk

  	
   

  
	
   

  	
  Name: John Kowalczuk

  Title:  Vice President

  
	
  Dated as of May 25, 2007

  	
   

  



 



 6
 









LENDER ADDENDUM


TERM LOAN AGREEMENT


The undersigned (i) agrees to all of the provisions of the Term Loan
Agreement, dated as of May 25, 2007 (as amended, modified or supplemented from
time to time, the “Credit  Agreement”), among the IBM INTERNATIONAL
GROUP B.V., a private company with limited liability organized under the laws
of The Netherlands, the lenders from time to time party thereto, Morgan Stanley
Senior Funding, Inc., as Administrative Agent, Deutsche Bank AG Cayman Islands
Branch, as Documentation Agent, and Lehman Commercial Paper, Inc., as
Syndication Agent, (ii) becomes a party thereto, as a Lender, with an
obligation to make Loans to the Borrower in an aggregate principal amount not
to exceed the amount of its Com­mit­ment as set forth opposite the undersigned
Lender’s name in Schedule 1.1 to the Credit Agreement, as such amount may be
changed from time to time as provided in the Credit Agreement, and (iii)
confirms that it has received the financial statements referred to in Section
3.5 of the Guaranty.  Capitalized terms
defined in the Credit Agreement shall have their respective defined meanings
herein.


	
  

  	
  NAME OF INSTITUTION: 

  

  UBS Loan Finance LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Irja R. Otsa

  	
   

  
	
   

  	
  Name: Irja R. Otsa

  Title:  Associate Director

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Mary E. Evans

  	
   

  
	
   

  	
  Name: Mary E. Evans

  Title:  Associate Director

  
	
  Dated as of May 25, 2007

  	
   

  
					



 



 7
 









LENDER ADDENDUM


TERM LOAN AGREEMENT


The undersigned (i) agrees to all of the provisions of the Term Loan
Agreement, dated as of May 25, 2007 (as amended, modified or supplemented from
time to time, the “Credit  Agreement”), among the IBM INTERNATIONAL
GROUP B.V., a private company with limited liability organized under the laws
of The Netherlands, the lenders from time to time party thereto, Morgan Stanley
Senior Funding, Inc., as Administrative Agent, Deutsche Bank AG Cayman Islands
Branch, as Documentation Agent, and Lehman Commercial Paper, Inc., as
Syndication Agent, (ii) becomes a party thereto, as a Lender, with an
obligation to make Loans to the Borrower in an aggregate principal amount not
to exceed the amount of its Com­mit­ment as set forth opposite the undersigned
Lender’s name in Schedule 1.1 to the Credit Agreement, as such amount may be
changed from time to time as provided in the Credit Agreement, and (iii)
confirms that it has received the financial statements referred to in Section
3.5 of the Guaranty.  Capitalized terms
defined in the Credit Agreement shall have their respective defined meanings
herein.


 


	
  

  	
  NAME OF INSTITUTION: 

  

  MERRILL LYNCH COMMERCIAL FINANCE 

  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Louis Alder

  	
   

  
	
   

  	
  Name: Louis Alder

  Title:  Director

  
	
  Dated as of May 25, 2007

  	
   

  



 



 8
 









LENDER ADDENDUM


TERM LOAN AGREEMENT


The undersigned (i) agrees to all of the provisions of the Term Loan
Agreement, dated as of May 25, 2007 (as amended, modified or supplemented from
time to time, the “Credit  Agreement”), among the IBM INTERNATIONAL
GROUP B.V., a private company with limited liability organized under the laws
of The Netherlands, the lenders from time to time party thereto, Morgan Stanley
Senior Funding, Inc., as Administrative Agent, Deutsche Bank AG Cayman Islands
Branch, as Documentation Agent, and Lehman Commercial Paper, Inc., as
Syndication Agent, (ii) becomes a party thereto, as a Lender, with an
obligation to make Loans to the Borrower in an aggregate principal amount not to
exceed the amount of its Com­mit­ment as set forth opposite the undersigned
Lender’s name in Schedule 1.1 to the Credit Agreement, as such amount may be
changed from time to time as provided in the Credit Agreement, and (iii)
confirms that it has received the financial statements referred to in Section
3.5 of the Guaranty.  Capitalized terms
defined in the Credit Agreement shall have their respective defined meanings
herein.


	
  

  	
  NAME OF INSTITUTION: 

  

  Merrill Lynch Capital Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Arminee Bowler

  	
   

  
	
   

  	
  Name: Arminee Bowler

  Title:   Vice
  President

  
	
  Dated as of May 25, 2007

  	
   

  



 



 9
 









SCHEDULE 1.1


COMMITMENTS


	
  Lender

  	
   

  	
  Commitment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Morgan Stanley
  Senior Funding, Inc.

  	
   

  	
  $

  	
  1,833,333,334

  	
   

  
	
  Deutsche Bank AG
  Cayman Islands Branch

  	
   

  	
  1,833,333,333

  	
   

  
	
  Lehman Loan
  Funding, LLC

  	
   

  	
  1,100,000,000

  	
   

  
	
  Barclays Bank
  PLC

  	
   

  	
  1,000,000,000

  	
   

  
	
  Bear Stearns
  Corporate Lending Inc.

  	
   

  	
  1,000,000,000

  	
   

  
	
  BNP Paribas

  	
   

  	
  1,000,000,000

  	
   

  
	
  JPMorgan Chase
  Bank, N.A.

  	
   

  	
  1,000,000,000

  	
   

  
	
  UBS Loan Finance
  LLC

  	
   

  	
  1,000,000,000

  	
   

  
	
  Merrill Lynch
  Commercial Finance Corp.

  	
   

  	
  900,000,000

  	
   

  
	
  Lehman Brothers
  Holdings Inc.

  	
   

  	
  413,333,333

  	
   

  
	
  Lehman Brothers
  Bank, FSB

  	
   

  	
  320,000,000

  	
   

  
	
  Merrill Lynch
  Capital Corporation

  	
   

  	
  100,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TOTAL

  	
   

  	
  $

  	
  11,500,000,000

  	
   

  



 



 10















 


	
  SCHEDULES

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 1.1

  	
   

  	
  Commitments of Lenders

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT A-1

  	
   

  	
  Form of Closing Certificate (Borrower)

  	
   

  	
   

  
	
  EXHIBIT A-2

  	
   

  	
  Form of Closing Certificate (Guarantor)

  	
   

  	
   

  
	
  EXHIBIT B-1

  	
   

  	
  Form of Opinion of White & Case LLP, Special
  Counsel to the Administrative Agent

  
	
  EXHIBIT B-2

  	
   

  	
  Form of Opinion of Assistant General Counsel of
  Guarantor

  	
   

  	
   

  
	
  EXHIBIT B-3

  	
   

  	
  Form of Opinion of De Brauw Blackstone Westbroek
  N.V., Dutch Counsel to the Borrower

  
	
  EXHIBIT C

  	
   

  	
  Form of Assignment and Acceptance

  	
   

  	
   

  
	
  EXHIBIT D-1

  	
   

  	
  Form of Funding Request

  	
   

  	
   

  
	
  EXHIBIT D-2

  	
   

  	
  Form of Interest Rate Election

  	
   

  	
   

  
	
  EXHIBIT E

  	
   

  	
  Form of Lender Addendum

  	
   

  	
   

  
	
  EXHIBIT F

  	
   

  	
  Form of Promissory Note

  	
   

  	
   

  
	
  EXHIBIT G

  	
   

  	
  Form of Extension Request

  	
   

  	
   

  



 













EXHIBIT A-1


FORM OF CLOSING CERTIFICATE OF BORROWER


Pursuant to Section 4.1(b) of Term Loan Agreement, dated as of May 25,
2007 (the “Credit  Agreement”), among IBM International Group B.V., a
private company with limited liability organized under the laws of The
Netherlands (the “Borrower”) with
corporate seat in Amsterdam, the Netherlands, the lenders from time to time
party thereto, Morgan Stanley Senior Funding, Inc., as Administrative Agent,
Deutsche Bank AG Cayman Islands Branch, as Documentation Agent, and Lehman Commercial
Paper, Inc., as Syndication Agent, the Borrower hereby certifies as follows:


1.             The
representations and warranties of the Borrower contained in the Credit
Agreement are true and correct in all material respects on and as of the date
hereof with the same effect as if made on the date hereof except for
representations and warranties stated to relate to a specific earlier date, in
which case such representations and warranties were true and correct in all
material respects as of such earlier date;


2.             No
Default or Event of Default has occurred and is continuing as of the date
hereof or after giving effect to any Loans to be made pursuant to the Funding
Request delivered prior to or on the date hereof;


3.             Simon
Beaumont, is and at all times since [                         ],
2007 has been, a duly elected and qualified director of the Borrower and the
signature set forth on the signature line for such director below is such
director’s true and genuine signature;


4.             Paul
Snoek is, and all times since [                         ],
2007 has been, a duly elected and qualified director of the Borrower and the
signature set forth on the signature line for such director below is such
director’s true and genuine signature;


5.             [DIRECTORS
TO BE NAMED] is, and all times since [                         ],
2007 has been, a duly elected and qualified director of the Borrower and the
signature set forth on the signature line for such director below is such
director’s true and genuine signature;


and
Simon Beaumont, the undersigned director of the Borrower hereby certifies on
behalf of the Borrower as follows:


6.             On
the date hereof no resolution has been adopted or steps taken concerning the
statutory merger (juridische fusie)
or division (splitsing), in both
cases involving the Borrower as disappearing entity, or the voluntary
liquidation (ontbinding) of the
Borrower or the filing of a request for its bankruptcy (faillissement) or for a suspension of
payments (surséance van betaling)
and the Borrower has not received a notice from the Chamber of Commerce
concerning its dissolution under Section 2:19a DCC;


7.             The
Borrower is a private company with limited liability, duly organized and
validly existing under the laws of The Netherlands;


8.             Attached
hereto as Exhibit A is a complete and correct copy of resolutions duly adopted
by the Board of Directors of the Borrower on [                  ],
20[    ]; such resolutions have not in any way been
amended, modified, revoked or rescinded and have been in full force and effect
since their adoption to and including the date hereof and are now in full force
and effect;



 2
 









9.             Attached
hereto as Exhibit B is a complete and correct copy of the Articles of
Association of the Borrower as in effect at all times since May       ,
2007 to and including the date hereof; and


10.           Each
of the following persons are duly authorized by resolution of the board of
directors of the Borrower to execute and deliver on behalf of the Borrower the
Credit Agreement and any certificate or other document to be delivered by the
Borrower pursuant to the Credit Agreement and the signatures appearing opposite
their respective names below are the true and genuine signatures of such
authorized persons:




	
  Name

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
  Simon Beaumont

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Paul Snoek

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [DIRECTORS TO BE
  NAMED]

  	
   

  	
   

  	
   

  
					






 


Unless otherwise defined herein, terms defined in the Credit Agreement
and used herein shall have the meanings given to them in the Credit Agreement.


	
  Signed for and on behalf of the Borrower

  
	
   

  
	
  IBM International Group B.V.

  
	
   

  
	
  By: 

  	
   

  	
   

  
	
        Title: Director

  
	
   

  
	
  Date: May      , 2007

  



 



 3















EXHIBIT A-2


FORM OF CLOSING CERTIFICATE OF GUARANTOR


Pursuant to Section 4.1(b)
of the Term Loan Agreement, dated as of May 25, 2007 (the “Credit
Agreement”), among IBM International Group B.V., a private company
with limited liability (besloten vennootschap met beperkte
aansprakelijkheid)  organized under the
laws of The Netherlands (the “Borrower”) with corporate seat in Amsterdam, the
Netherlands, the lenders from time to time party thereto, Morgan Stanley Senior
Funding, Inc., as Administrative Agent, Deutsche Bank AG Cayman Islands Branch,
as Documentation Agent and Lehman Commercial Paper Inc., as Syndication Agent,
International Business Machines Corporation, as Guarantor pursuant to the
Guaranty Agreement dated as of May 25, 2007 (the “Guarantor”),
hereby certifies as follows:


1.  The
representations and warranties of the Guarantor contained in the Guaranty
Agreement are true and correct in all material respects on and as of the date
hereof with the same effect as if made on the date hereof except for
representations and warranties stated to relate to a specific earlier date, in
which case such representations and warranties were true and correct in all
material respects as of such earlier date;


2.  No Default or Event of Default has occurred
and is continuing as of the date hereof or after giving effect to any Loans to
be made to the Borrower pursuant to the Funding Request delivered prior to or
on the date hereof;


3.  Jesse J. Greene, Jr. is and at all times
since April 30, 2002, has been, a duly elected and qualified Vice President and
Treasurer of the Guarantor and the signature set forth on the signature line
for such officer below is his true and genuine signature;


4.  Martin Schroeter, is, and all times since
July 1,  2006, has been, a duly qualified
Assistant Treasurer of the Guarantor and the signature set forth on the
signature line for such officer below is his true and genuine signature;


5.  Andrew Bonzani is, and all times since July
1, 2006, has been, a duly elected and qualified Vice President, Assistant
General Counsel and Assistant Secretary of the Guarantor and the signature set
forth on the signature line for such officer below is his true and genuine
signature;


6.  The Guarantor has been duly incorporated and
is subsisting and in good standing under the laws of The State of New York;


7.  Attached hereto as Exhibit A is a complete
and correct copy of resolutions duly adopted by the Board of Directors of the
Guarantor on April 24, 2007; such resolutions have not in any way been amended,
modified, revoked or rescinded and have been in full force and effect since
their adoption to and including the date hereof and are now in full force and
effect. Pursuant to such resolutions, the Guaranty Agreement has been approved
by the Guarantor;


8.  Attached hereto as Exhibit B is a complete
and correct copy of the Certificate of Incorporation of the Guarantor as in
effect at all times since April 27, 2007 to and including the date hereof;


9.  Attached hereto as Exhibit C is a complete
and correct copy of the By-laws of the Guarantor as in effect at all times
since April 24, 2007 to and including the date hereof; and













10.  Each of the following persons are duly
authorized to execute and deliver on behalf of the Guarantor the Guaranty
Agreement and any certificate or other document to be delivered by the
Guarantor pursuant to the Guaranty Agreement, and the signatures appearing
opposite their respective names below are the true and genuine signatures of
such authorized persons:




	
  Name

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
  Jesse J. Greene,
  Jr.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Andrew Bonzani

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Martin Schroeter

  	
   

  	
   

  	
   

  
					






 


Unless otherwise defined
herein, terms defined in the Guaranty Agreement and used herein shall have the
meanings given to them in the Guaranty Agreement.


Signed
for and on behalf of the Guarantor as of May 25, 2007.


	
   

  	
  INTERNATIONAL BUSINESS MACHINES CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Jesse J. Greene,
  Jr.

  	
   

  	
  Andrew Bonzani

  	
   

  
	
   

  	
  Title: Vice
  President

  	
  Title: Vice President,

  
	
   

  	
            and
  Treasurer

  	
            Assistant
  General Counsel and

  
	
   

  	
   

  	
   

  	
            Assistant
  Secretary

  



 



 2















EXHIBIT B-1


FORM OF OPINION OF WHITE & CASE LLP


May
25, 2007


To:                                  The Lenders under that certain Term Loan
Agreement (the “Term Loan Agreement”), dated as of the date hereof,
among IBM International Group B.V., as borrower (the “Borrower”) the
lenders from time to time party thereto (the “Lenders” and, each a “Lender”),
Morgan Stanley Senior Funding Inc., as the administrative agent (the “Administrative
Agent”), Deutsche Bank AG Cayman Islands Branch, as documentation agent,
and Lehman Commercial Paper, Inc., as syndication agent.


Ladies and Gentlemen:


We have acted as special New
York counsel to the Administrative Agent in connection with the execution and
delivery of the Term Loan Agreement and that certain Guaranty Agreement (the “Guaranty
Agreement” and together with the Term Loan Agreement, the “Agreements”
and each, an “Agreement”), dated as of the date hereof, made by
International Business Machines Corporation (the “Guarantor” and
together with the Borrower, the “Credit Parties” and each, a “Credit
Party”) in favor of the Administrative Agent, and the transactions
contemplated thereby. The Credit Parties, the Lenders and the Administrative
Agent and the syndication agent are herein collectively called the “Parties”
and each a “Party”. Unless otherwise defined herein, capitalized terms
used herein shall have the meanings set forth in the Term Loan Agreement.


In connection with this
opinion, we have examined executed originals or certified copies of the
Agreements and such other agreements, documents, certificates and other
statements of corporate officers of the Administrative Agent and each Credit
Party, and such other documents as we have deemed necessary or appropriate as a
basis for this opinion.  As to questions
of fact relevant to this opinion, we have relied upon representatives of the
Administrative Agent and each Credit Party or public officials and on the
representations and warranties made by the Administrative Agent and the Credit
Parties in the Agreements.


In addition, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals and the conformity to authentic original documents of all
documents submitted to us as certified, conformed or photostatic copies.  We have also assumed, for purposes of the
opinions expressed herein, that (i) each Credit Party has been duly organized,
(ii) each Party is a company validly subsisting and in good standing under the
laws of the jurisdiction of its organization, (iii) each Party has the
corporate power and authority to enter into and perform its obligations under
the Agreements to which it is a party and has taken all necessary corporate
action to enter into and perform its obligations under the Agreements to which
it is a party, (iv) the Agreements have been duly authorized, executed and
delivered by each party thereto, (v) the execution, delivery and performance of
the Agreements by each Party party thereto does not violate (w) any laws or
regulations applicable to such Party, (x) any organizational documents of such
Party, (y) and order, judgment or decree of any court or other governmental
body binding on such Party, or (z) any contracts binding on such Party or to
which such Party is a party and (vi) each Party has  received and will maintain in effect all
requisite consents, approvals, license and permits, if any, required by, and
has made all required filings, if any, with any government or any governmental
body, agency or commission for the execution, delivery and performance by such
Party of each Agreement  to which it is a
party.













Based upon the foregoing,
and subject to the limitations, qualifications, exceptions and assumptions set
forth herein, we are of the opinion that the Agreements are the valid and
binding obligation of each Credit Party party thereto enforceable against such
Credit Party in accordance with their terms.


The opinions contained
herein are subject to the following additional limitations, qualifications,
exceptions and assumptions:


(a)           Our opinion expressed herein is
subject to (i) the effects of applicable bankruptcy, insolvency, reorganization
or other similar laws affecting creditors’ rights generally, (ii) general
equitable principles (regardless of whether considered in a proceeding in
equity or at law), (iii) concepts of materiality, unconscionability and fair
dealing and (iv) the effect of any judicial, administrative or other action
giving effect to the actions of foreign courts or other foreign governmental
authorities or to foreign laws.


(b)           In connection with our opinion set
forth herein (i) such opinion is limited to the extent that a United States
Federal court may not give effect to (x) the waiver of any objection to the
laying of venue and of any claim of forum  non  conveniens
and (y) the forum selection provisions contained in the Agreements, (ii) no
opinion is being expressed with respect to subject matter jurisdiction of any
United States Federal court and (iii) no opinion is being expressed as to the
effectiveness of (x) any waiver (whether or not stated as such) under the
Agreements of, or any consent thereunder relating to, unknown future rights or
the rights of any party thereto existing, or duties owing to it, as a matter of
law, to the extent that such rights cannot be waived under applicable law, (y)
the enforceability of any of the Agreements against any Credit Party following
the occurrence of any facts or circumstances after the date hereof that would
constitute a defense to the obligation of a surety, unless such defense has
been waived effectively by such Credit Party and (z) any waivers or variations
of rights of a debtor, including a guarantor. 
We also express no opinion as to the effect on the obligations of the
Credit Parties under any Agreement of (i) any modification to or amendment
of the obligations of the applicable Credit Party that materially increases
those obligations or (ii) any other action by any person or entity (other than
the applicable Credit Party) that materially prejudices the applicable Credit
Party under such Agreements, if, in any such instance, such modification,
amendment or action occurs without notice to and the consent of the applicable
Credit Party.


(c)           We express no opinion as to the
enforceability of any indemnification, exculpation or contribution provisions
in the Agreements to the extent the rights to indemnification or contribution
provided for therein violate any law, rule or regulation or public policy
relating thereto.


(d)           We wish to point out that there may
be limitations in connection with the exercise of remedial or procedural
provisions contained in the Agreements, but we believe that such limitations do
not make the rights and remedies provided in or contemplated by the Agreements
inadequate for the practical realization of the rights and remedies afforded
thereby.


(e)           We express no opinion as to the
applicability to the Agreements or the transactions contemplated thereby of
Section 548 of the Bankruptcy Code (11 U.S.C. Section 548) or Article 10 of the
New York Debtor and Creditor Law relating to fraudulent transfers and
obligations.


(f)            We wish to point out that the laws
of the State of New York generally impose an obligation of good faith and
reasonableness in the performance and enforcement of contracts.



 2
 









(g)           Our opinion set forth herein is
limited to the laws of the State of New York and, with respect to choice of law
and choice of forum provisions contained in the Agreements, is rendered in
reliance upon the Act of July 19, 1984, ch. 421, 1984 McKinney’s Sess. Law of
N.Y. 1406 (codified as N.Y. Gen. Oblig. Law §§ 5-1401, 5-1402 (McKinney (2001))
and N.Y. C.P.L.R. 327(b) (McKinney (2001)) (the “Act”) and is subject to
the qualifications that (i) such enforceability as specified in the Act does
not apply to the extent provided to the contrary in subsection two of Section
1-105 of the New York UCC and (ii) the application of New York law pursuant to
the Act to a transaction that has no contact or only insignificant contact with
the parties and the transaction may raise constitutional issues.


(h)           We express no opinion as to (1)
federal or state securities laws or regulations; (2) federal or state antitrust
or unfair competition laws or regulations; (3) federal or state
environmental laws or regulations; (4) federal or state tax laws or
regulations; (5) federal or state public utility laws or regulations; (6)
pension or employee benefit laws or regulations; (7) federal patent, copyright
or trademark, state trademark, or other federal or state intellectual property
laws or regulations; (8) federal or state health and safety laws or
regulations; (9) federal or state labor laws or regulations; (10) federal or
state laws, regulations or policies relating to national or local emergencies;
(11) statutes, ordinances, administrative decisions, rules or regulations
of counties, towns, municipalities or special political subdivisions (whether
created or enabled through legislative action at the federal, state or regional
level); (12) federal or state usury laws (other than New York usury laws); (13)
the Employee Retirement Income Security Act of 1974, as amended; (14) the
Uniting and Strengthening of America by Providing the Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001; (15) any anti-money
laundering or similar statutes or regulations; (16) statutes, ordinances,
administrative decisions, rules or regulations of counties, towns,
municipalities or special political subdivisions (whether created or enabled
through legislative action at the federal, state or regional level) or (17)
judicial decisions to the extent that they deal with any of the foregoing.


(i)            We express no opinion as to the
validity, binding effect or enforceability of (i) any purported waiver,
release, variation, disclaimer, consent or other agreement to similar effect by
a Credit Party, and (ii) any provision of any of the Agreements insofar as it
provides that any person or entity purchasing a participation from any Lender
or any other person or entity pursuant thereto may exercise set-off or similar
rights with respect to such participation or that any Lender or any other
person or entity may exercise set-off rights other than in accordance with and
pursuant to applicable law.


(j)            We express no opinion as to the
enforceability of any provision in any Agreement specifying that provisions
thereof may be waived only in writing, to the extent that an oral agreement or
an implied agreement by trade practice or course of conduct has been created
that modified any provisions of such Agreement.


(k)           We express no opinion as to the
enforceability of any restrictions in the Agreements on the transfer or pledge
by any Credit Party  of its rights under
the Transaction Documents or of its interest in any assets.


(l)            We express no opinion as to any
provisions of the Agreements providing for forfeitures or the recovery of, or
securing, amounts deemed to constitute penalties, or for liquidated
damages,  acceleration of future amounts
due (other than principal) without appropriate discount to present value, late
charges and prepayment charges.



 3
 









(m)          Insofar as our opinion concerns the
waiver by any Credit Party of sovereign immunity, it is subject to the
provisions and limitations of the Foreign Sovereign Immunities Act of 1976, as
amended. In particular, we express no opinion as to the effectiveness of any
waiver by the Borrower of sovereign immunity to the extent that at the time of
such waiver the Borrower is not entitled to sovereign immunity.


The opinions expressed above
are limited to the laws of the State of New York that a New York lawyer
exercising customary professional diligence would reasonably be expected to
recognize as being applicable to the Agreements 
and the transactions contemplated by the Agreements (such laws
herein  referred to, collectively, as the
“Specified Laws”).  This opinion
does not cover the law of any jurisdiction other than the Specified Laws.  Furthermore, we express no opinion as to, and
assume no responsibility for, the effect of any fact or circumstance occurring
subsequent to the date of this letter including, without limitation, legislative
and other changes in the law or changes in circumstances affecting the Credit
Parties.  We assume no responsibility to
advise you of any such facts or circumstances of which we become aware,
regardless of whether or not they affect the opinions herein.


This opinion may not be used
or relied upon or published or communicated to any person or entity (other than
the addressee hereof and your permitted assigns under the Agreements) for any
purpose whatsoever without our prior written consent in each instance; provided
that you may furnish copies of this opinion to your accountants and to bank
auditors and examiners, in each case in connection with their audit and review
activities.


Very truly yours,


JHB:ADP



 4















EXHIBIT B-2


FORM OF OPINION OF ASSISTANT GENERAL COUNSEL OF IBM


May 25, 2007


Each of the Lenders set

forth in Annex I hereto


Ladies and Gentlemen:


I am Andrew Bonzani, Assistant General Counsel of International
Business Machines Corporation, a New York corporation (“IBM”), and have advised
IBM and IBM International Group B.V. (the “Borrower”) in
connection with (i) the Term Loan Agreement, dated as of May 25, 2007 (the “Credit  Agreement”),
among the IBM International Group B.V., the several banks and other financial
institutions from time to time party thereto (the “Lenders”),
Morgan Stanley Senior Funding, Inc., as Administrative Agent, Deutsche Bank AG
Cayman Islands Branch, as Documentation Agent, and Lehman Commercial Paper,
Inc., as Syndication Agent, and (ii) the Guaranty Agreement, dated as of May
25, 2007 (the “Guaranty”), made
by IBM, for the benefit of the Lenders and in favor of Morgan Stanley Senior
Funding, Inc., as Administrative Agent for the Lenders.  Capitalized terms not otherwise defined herein
shall have the meanings assigned to them in the Credit Agreement or the
Guaranty, as applicable.


In connection with this opinion, I have investigated such questions of
law, received such information from officers and representatives of IBM and the
Borrower and examined such certificates of public officials, corporate
documents and records of IBM and the Borrower and other documents as I have
deemed necessary or appropriate for the purposes of this opinion.  I have relied, with respect to certain factual
matters not constituting conclusions of law, on the representations and
warranties of IBM and the Borrower contained in the Credit Agreement (with
respect to the Borrower) and Guaranty (with respect to IBM) and assume
compliance on the part of each such corporation with its covenants and
agreements under the Credit Agreement (with respect to the Borrower) and the
Guaranty (with respect to IBM).


In rendering my opinion, I have assumed (i) the due authorization,
execution and delivery of the Guaranty by all parties thereto (other than IBM),
(ii) the authenticity of all documents submitted to me as originals and (iii)
the conformity to original documents of all documents submitted to me as
copies.


Based upon the foregoing and subject to qualifications hereinafter set
forth, I am of opinion that:


1.             IBM
has been duly incorporated and is subsisting and in good standing under the
laws of the State of New York and is duly qualified as a foreign corporation
and in good standing under the laws of each jurisdiction where the failure to
so qualify would have a Material Adverse Effect.  IBM has the requisite corporate power and
authority to own its properties and assets and to carry on its business in all
material respects as now conducted.


2.             The
execution, delivery and performance by IBM of the Guaranty (a) are within the
corporate power of IBM; (b) have been duly authorized by all requisite
corporate action; (c) do not (i) violate (A) any provisions of law, statute,
material rule or material regulation of the United States or the State of New
York, or of the certificate or articles of incorporation or other constitutive
documents or by-laws of IBM or any Significant Subsidiary, (B) to the best of
my knowledge, any material order of any United States Federal or New York
Governmental Authority or (C) any provision of any material indenture or other
material agreement or material instrument known to me to which IBM or any
Significant Subsidiary is a party or by which any of them or any of their
property is or may be bound, (ii)













result in a breach of or constitute (alone or with
notice or lapse of time or both) a default under any such material indenture or
other material agreement or material instrument or (iii) except as contemplated
by Section 5.1 of the Guaranty, result in the creation or imposition of any
Lien upon or with respect to any property or assets now owned or hereafter
acquired by IBM or any Significant Subsidiary; and (d) do not require the
consent or approval of, or any registration or filing with, or any other action
by, any United States Federal or New York Governmental Authority or any other
person party to those agreements described above other than (i) those that have
been made or obtained and are in full force and effect or as to which the
failure to be made or obtained or to be in full force and effect would not
result, individually or in the aggregate, in a Material Adverse Effect, (ii)
such periodic and current reports, if any, as are required to be filed with the
SEC to disclose the Guaranty or the transactions contemplated thereunder.


3.             The
Guaranty has been duly executed and delivered by IBM.


4.             The
Guaranty constitutes the legal, valid and binding obligation of IBM,
enforceable against IBM in accordance with its terms, subject to applicable
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors’
rights and by general principles of equity (including, without limitation,
concepts of materiality, reasonableness, good faith and fair dealing)
regardless of whether considered in a proceeding in equity or at law, and
except that (a) insofar as provisions of the Guaranty provide for
indemnification or limitation on liability, the enforcement thereof may be
limited by public policy considerations, (b) I express no opinion as to Section
7.10 of the Guaranty Agreement insofar as it relates to subject matter
jurisdiction or a waiver of an inconvenient forum with respect to an action
brought in any court other than a court of the State of New York, (c) I express
no opinion as to Section 2.7 or 7.12 of the Guaranty, and (d) I express no
opinion as to the enforceability of provisions of the Guaranty to the extent
that such provisions constitute a waiver of illegality as a defense to
performance of contract obligations or any other defense to performance which
cannot, as a matter of law, be effectively waived.


5.             Neither
IBM or the Borrower is an “investment company” as defined in, or subject to
regulation under, the Investment Company Act of 1940.


6.             The
use of proceeds of any Loan under the Credit Agreement, in the manner
contemplated in the Credit Agreement, will not entail a violation of any of the
provisions of Regulation T, U or X of the Board of Governors of the Federal
Reserve System.


7.             To
the best of my knowledge after due inquiry, except as set forth in the Form
10-K of IBM for its fiscal year ended December 31, 2006 or the Form 10-Q of IBM
for the fiscal quarter ended March 31, 2007, there are no actions, suits or proceedings
at law or in equity or by or before any arbitrator or Governmental Authority
now pending or threatened by or against IBM, the Borrower or any of the
Significant Subsidiaries or against any of its or their respective properties
or revenues as of the date hereof (i) which involve the Credit Agreement or any
of the actions contemplated thereby or (ii) as to which there is a probable
risk of an adverse decision which would materially restrict the ability of the
Borrower to comply with the Borrower’s obligations under the Credit Agreement
or IBM to comply with IBM’s obligations under the Guaranty.


I express no opinion herein as to the creation, perfection, priority or
enforceability of any lien or security interest that may hereafter be granted
to secure the Borrower Obligations pursuant to the provisions of Section 5.1 of
the Guaranty Agreement.  In rendering the
opinions expressed in paragraphs 2 and 4 above, I have assumed with your
permission that no Lender and no assignee or transferee of any Loan or
participation therein will be a “broker” or “dealer” (as defined in Sections
3(a)(4)and 3(a)(5)of the Securities Exchange Act of 1934) or any other person
which is a “creditor” as defined in Regulation T.



 2
 









I am admitted to practice in the State of New York and express no
opinion as to matters governed by any laws other than the laws of the State of
New York and the Federal laws of the United States of America.


This opinion is rendered only to the Administrative Agent and the
Lenders and their permitted assigns under the Credit Agreement and is solely
for their benefit in connection with the above transactions, provided that such
permitted assign becomes a Lender on or prior to the 30th day after the date
hereof.  I am opining as to the matters
herein only as of the date hereof, and while you are authorized to deliver
copies of this opinion to such permitted assigns and they are permitted to rely
on this opinion, the rights to do so do not imply any obligation on my part to
update this opinion.  This opinion may
not be relied upon by any other person for any other purposes, or used,
circulated, quoted or otherwise referred to for any other purpose.


 


Very truly yours,


 


Andrew Bonzani



 3














ANNEX I


	
  MORGAN STANLEY SENIOR FUNDING, INC., 

  as Administrative Agent 

  1585 Broadway

  New York, New York 10036

  
	
   

  
	
  DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH

  60 Wall Street 

  New York, New York 10005

  
	
   

  
	
  LEHMAN BROTHERS HOLDINGS INC.

  745 Seventh Avenue

  New York, New York 10019

  
	
   

  
	
  BEAR STEARNS CORPORATE LENDING INC.

  383 Madison Avenue

  8th Floor

  New York, NY 10179

  
	
   

  
	
  BARCLAYS BANK PLC

  200 Park Avenue

  4th Floor

  New York, NY 10166

  
	
   

  
	
  BNP PARIBAS

  787 Seventh Avenue

  New York, NY 10019

  
	
   

  
	
  JPMORGAN CHASE BANK, N.A.

  270 Park Avenue

  New York, NY 10017

  
	
   

  
	
  LEHMAN BROTHERS BANK, FSB

  745 Seventh Avenue

  New York, New York 10019

  
	
   

  
	
  LEHMAN LOAN FUNDING, LLC

  810 Seventh Avenue, 11th Floor

  New York, New York 10019

  
	
   

  
	
  MERRILL LYNCH CAPITAL CORPORATION

  4 World Financial Center, 22nd Floor

  New York, NY 10080

  
	
   

  
	
  MERRILL LYNCH COMMERCIAL FINANCE CORP.

  15 W. South Temple, Suite 300

  Salt Lake City, UT 84104

  
	
   

  
	
  UBS LOAN FINANCE LLC

  677 Washington Boulevard

  Stamford, CT 06901

  



 















EXHIBIT B-3


FORM OF OPINION OF DE BRAUW BLACKSTONE WESTBROEK
N.V.
















EXHIBIT C


FORM OF ASSIGNMENT AND ACCEPTANCE


Reference is made to the Term Loan Agreement, dated as of May 25, 2007
(as amended, modified or supplemented from time to time, the “Credit  Agreement”),
among the IBM INTER­NATIONAL GROUP B.V., a private company with limited
liability organized under the laws of The Netherlands (the “Borrower”), the lenders from time to time party thereto,
Morgan Stanley Senior Funding, Inc., as Administrative Agent, Deutsche Bank AG
Cayman Islands Branch, as Documentation Agent, and Lehman Commercial Paper,
Inc., as Syndication Agent, and the transactions contemplated thereby.  Unless otherwise indicated, capitalized terms
used herein but not otherwise defined herein shall have the respective meanings
set forth in the Credit Agreement.


The Assignor identified on Schedule 1 (the “Assignor”) and the Assignee
identified on Schedule 1 (the “Assignee”) agree as follows:


1.             The Assignor hereby irrevocably sells and
assigns to the Assignee without recourse to the Assignor, and the Assignee
hereby irrevocably purchases and assumes from the Assignor without recourse to
the Assignor, as of the Effective Date (as defined below), an interest (the “Assigned
Interest “) specified on SCHEDULE 1 in and to the Assignor’s rights and
obligations under the Credit Agreement as are set forth on SCHEDULE 1.


2.             The Assignor (a) makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the Credit Agree­ment
or the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Credit Agreement, or any instrument or document furnished
pursuant thereto, other than that it has not created any adverse claim upon the
interest being assigned by it hereunder and that such interest is free and
clear of any such adverse claim, and (b) makes no representation or warranty
and assumes no responsibility with respect to the financial condition of the
Borrower or Guarantor or any other obligor or the per­formance or observance by
the Borrower or Guarantor of any of their respective obligations under the
Credit Agreement or any instrument or document furnished pursuant hereto or
thereto.


3.             The Assignee (a) represents and warrants that
it is a PMP and legally authorized to enter into this Assignment and
Acceptance; (b) confirms that it has received a copy of the Credit Agreement
and the Guaranty, together with copies of any financial statements referred to
in Section 3.5 of the Guaranty and such other documents and information as it
has deemed appropriate to make its own credit analysis and decision to enter
into this Assignment and Acceptance; (c) agrees that it has made and will,
independent­ly and without reliance upon the Assignor, the Administrative Agent
or any other Lender and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Credit Agreement or any instrument or
document furnished pursuant hereto or thereto; (d) appoints and authorizes the
Administrative Agent to take such action as administrative agent on its behalf
and to exercise such powers and discretion under the Credit Agreement or any
instrument or document furnished pursuant hereto or thereto as are delegated to
the Administrative Agent by the terms thereof, together with such powers as are
incidental thereto; and (e) agrees that it will be bound by the provisions of
the Credit Agreement and will perform in accordance with its terms all the
obligations which by the terms of the Credit Agreement are required to be
performed by it as a Lender.


4.             The effective date of this Assignment and
Acceptance shall be as specified on SCHEDULE 1 (the “ Effective Date ”).  Following the execution of this Assignment
and Acceptance, it will be delivered to the Administrative Agent for acceptance
by it and recording by the Administrative Agent pursuant to Section 9.7(b) of
the Credit Agreement, effective as of the Effective Date (which shall













not,
unless otherwise agreed to by the Administrative Agent, be earlier than five
Business Days after the date of such acceptance and recording by the
Administrative Agent).


5.              Upon such acceptance and recording, from and
after the Effective Date, the Adminis­trative Agent shall make all payments in
respect of the Assigned Interest (including payments of principal, interest,
fees and other amounts) to the Assignee whether such amounts have accrued prior
to the Effective Date or accrue subsequent to the Effective Date.  The Assignor and the Assignee shall make all
appropriate adjustments in payments by the Administrative Agent for periods
prior to the Effective Date or with respect to the making of this assignment
directly between themselves.


6.             From and after the Effective Date, (a) the
Assignee shall be a party to the Credit Agreement and, to the extent provided
in this Assignment and Acceptance, have the rights and obligations of a Lender
thereunder and shall be bound by the provisions thereof and (b) the Assignor
shall, to the extent provided in this Assignment and Acceptance, relinquish its
rights and be released from its obligations under the Credit Agreement.


7.             THIS ASSIGNMENT AND
ACCEPTANCE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.


IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Acceptance to be executed as of the date first above written by their
respective duly authorized officers on Schedule 1 hereto.



 2















SCHEDULE 1 TO ASSIGNMENT AND
ACCEPTANCE


Relating to the Term Loan Agreement, dated as of May 25, 2007, among
IBM INTERNATIONAL GROUP B.V., a private company with limited liability
organized under the laws of The Netherlands, the lenders from time to time party
thereto, Morgan Stanley Senior Funding, Inc., as Administrative Agent, Deutsche
Bank AG Cayman Islands Branch, as Documentation Agent, and Lehman Commercial
Paper, Inc., as Syndication Agent.


	
  Name of Assignor: 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name of Assignee: 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Effective Date of Assignment:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Principal Amount Assigned:  $ 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ASSIGNOR

  	
   

  	
  ASSIGNEE

  	
   

  	
   

  
	
  [NAME OF ASSIGNOR]

  	
   

  	
  [NAME OF ASSIGNEE]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Title:

  	
   

  
																



 


Consented
to:


	
   

  	
  IBM INTERNATIONAL GROUP B.V.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MORGAN STANLEY SENIOR FUNDING, INC.,

  
	
   

  	
  as Administrative Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
						



 


[Consents
required only to the extent provided for in Section 9.7 of the Credit
Agreement.]


Accepted
for Recordation in the Register:


	
  

  	
  MORGAN STANLEY SENIOR FUNDING, INC.,

  



 













 


	
  

  	
  as Administrative Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 



 2















EXHIBIT D-1


FORM OF FUNDING REQUEST


[Date]


Morgan Stanley Senior Funding, Inc.,


as Administrative Agent (the “Administrative
Agent”)

for the Lenders party to the Credit Agreement

referred to below


One Pierrepont Plaza, 7th Floor


300 Cadman Plaza West


Brooklyn, NY 
11201


New York, New York  11201

Attention:  Meredith Kaye


Ladies and Gentlemen:


The undersigned, IBM INTERNATIONAL GROUP B.V. (the “Borrower”),
refers to the Term Loan Agreement, [expected to be](1) dated as of May 25, 2007
(as amended, modified or supplemented from time to time, the “Credit  Agreement”,
the capitalized terms defined therein being used herein as therein defined),
among the Borrower, the lenders from time to time party thereto (each, a “Lender”
and collectively, the “Lenders”), Deutsche Bank AG Cayman Islands
Branch, as Documentation Agent, and Lehman Commercial Paper, Inc., as
Syndication Agent, and you, as Administrative Agent for such Lenders, and
hereby gives you notice, irrevocably, pursuant to Section 2.2 of the
Credit Agreement, that the undersigned hereby requests a Borrowing under the
Credit Agreement, and in that connection sets forth below the information
relating to such Borrow­ing (the “Proposed Borrowing”) as required by
Section 2.2 of the Credit Agreement:


(i)            The Business Day of the Proposed
Borrowing is [               
    ,          ].(2)


(ii)           The aggregate principal amount of the
Proposed Borrowing is $                  .


(iii)          The Loans to be made pursuant to the
Proposed Borrowing shall be initially maintained as [ABR Loans] [Eurodollar
Loans].


[(iv)         If the Proposed Borrowing is to be
entirely or partly of Eurodollar Loans, the initial Interest Period for the
Proposed Borrowing is [one week] [one month]  [two months]  [three
months]  [six months].](3)


The undersigned hereby certifies that the following
statements will be true on the Closing Date:


(A)          the representations and warranties made by each of the
Borrower and the Guarantor in the Credit Agreement and the Guaranty will be
true and correct in all material respects, before and after giving effect to
the Proposed Borrowing as though made on the Closing 






(1) Insert, as applicable, in Funding Request.


(2)  Shall be received by (a) 11:00 A.M., New York City time, three
Business Days prior to the date of the Proposed Borrowing, if all or any part
of the requested Loans are to be initially Eurodollar Loans or (b) 11:00 A.M.,
New York City time, one Business Day prior to the date of the Proposed
Borrowing, otherwise).


(3) If the borrowing is to be entirely or partly of Eurodollar
Loans, specify the respective amounts of each such Loan and the respective
lengths of the initial Interest Periods therefor.













Date, unless stated to
relate to a specific earlier date, in which case such representations and
warranties shall be true and correct in all material respects as of such
earlier date; and


(B)           no Default or Event of Default shall
have occurred and be continuing on the Closing Date, or would result from such
Proposed Borrowing.


	
   

  	
  Very truly yours,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  IBM
  INTERNATIONAL GROUP B.V.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 



 2















EXHIBIT D-2


FORM OF INTEREST ELECTION REQUEST


[Date]


Morgan Stanley Senior Funding, Inc.,


as Administrative Agent (the “Administrative
Agent”)

for the Lenders party to the Credit Agreement

referred to below


One Pierrepont Plaza, 7th Floor


300 Cadman Plaza West


Brooklyn, NY 
11201


New York, New York  11201

Attention:  Meredith Kaye


Ladies and Gentlemen:


Reference is made to the Term Loan Agreement, dated as of May 25, 2007
(as amended, modified or supplemented from time to time, the “Credit  Agreement”),
among the IBM INTERNATIONAL GROUP B.V., a private company with limited
liability organized under the laws of The Netherlands (the “Borrower”), the lenders from time to time party thereto,
Morgan Stanley Senior Funding, Inc., as administrative agent, Deutsche Bank AG
Cayman Islands Branch, as documentation agent, and Lehman Commercial Paper,
Inc., as syndication agent, and the transactions contemplated thereby.  Unless otherwise indicated, capitalized terms
used herein but not otherwise defined herein shall have the respective meanings
set forth in the Credit Agreement.


This notice constitutes an Interest Election Request pursuant to
Section 2.3 of the Credit Agreement, under which the Borrower  requests the conversion or continuation of a
Loan under the Credit Agreement and specifies the following information with
respect to the Loan to be converted or continued:


(A)  Loan to which this request applies:(1)


 


(B)   Principal amount of Loan to be converted/continued:(2)


 


(C)   Effective date of election (which is a Business Day) : 


 


(D)  Interest Rate basis of resulting Loan:(3)


 


(E)   Interest Period of resulting Loan(4)


 






(1) Specify existing Type (ABR Loan or Eurodollar
Loan) and the last day of the current Interest Period.


(2) Except in the case of conversion to or continuation
as an ABR Loan, not less than $50,000,000 and an integral multiple of
$5,000,000.


(3) Eurodollar Loan or ABR Loan.


(4)
Which only applies to Eurodollar Loans, which must comply with the definition
of  “Interest Period” (i.e., one week, or
one, two, three or six months) and end not later than the Maturity Date.













 


	
  

  	
  Very truly
  yours,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  IBM
  INTERNATIONAL GROUP B.V.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   Title:

  
					



 



 2














EXHIBIT E


FORM OF LENDER ADDENDUM


TERM LOAN AGREEMENT


The undersigned (i) agrees to all of the provisions of the Term Loan
Agreement, dated as of May 25, 2007 (as amended, modified or supplemented from
time to time, the “Credit  Agreement”), among the IBM INTERNATIONAL
GROUP B.V., a private company with limited liability organized under the laws
of The Netherlands, the lenders from time to time party thereto, Morgan Stanley
Senior Funding, Inc., as Administrative Agent, Deutsche Bank AG Cayman Islands
Branch, as Documentation Agent, and Lehman Commercial Paper, Inc., as
Syndication Agent, (ii) becomes a party thereto, as a Lender, with an
obligation to make Loans to the Borrower in an aggregate principal amount not
to exceed the amount of its Com­mit­ment as set forth opposite the undersigned
Lender’s name in Schedule 1.1 to the Credit Agreement, as such amount may be
changed from time to time as provided in the Credit Agreement, and (iii)
confirms that it has received the financial statements referred to in Section
3.5 of the Guaranty.  Capitalized terms
defined in the Credit Agreement shall have their respective defined meanings
herein.


	
  

  	
  NAME OF INSTITUTION:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
  Title:

  
	
  Dated as of May 25, 2007

  	
   

  	
   

  
					



 
















EXHIBIT F


FORM OF TERM LOAN PROMISSORY NOTE


	
  $ [                                            ]

  	
   

  	
  New York, New York

  
	
   

  	
   

  	
  [                      ],
  20[    ]

  



 


FOR VALUE RECEIVED, the undersigned, IBM INTERNATIONAL GROUP B.V., a
private company with limited liability organized under the laws of The
Netherlands (the “Borrower”), hereby
unconditionally promises to pay to [                                   ]
(the “ Lender ”) at the office of Morgan
Stanley Senior Funding, Inc. (together with its successors in such capacity,
the “ Administrative Agent ”), located at One
Pierrepont Plaza, 7th Floor, 300 Cadman Plaza West, Brooklyn, New York 11201,
in lawful money of the United States of America and in immediately available
funds, on the Maturity Date the principal amount of [AMOUNT IN WORDS] DOLLARS
($[                     ])
plus the amount of any Additional Principal pursuant to Section 2.7(d) of the
Credit Agreement.  The Borrower further
agrees to pay interest in like money at such office on the unpaid principal
amount hereof from time to time outstanding at the rates and on the dates
specified in Section 2.7 of the Credit Agreement.


The holder of this promissory note is authorized to endorse on the
schedules annexed hereto and made a part hereof or on a continuation thereof
which shall be attached hereto and made a part hereof the date, Type and amount
of each Loan made pursuant to the Credit Agreement and the date and amount of
each payment or prepayment of principal thereof, each continuation thereof,
each conversion of all or a portion thereof to another Type and, in the case of
Eurodollar Loans, the length of each Interest Period with respect thereto.  Each such endorsement shall constitute prima facie evidence of the accuracy of the information
endorsed.  The failure to make any such
endorsement or any error in such endorsement shall not affect the obligations
of the Borrower in respect of any Loan.


This promissory note (a) has been issued pursuant to Section 9.8(c) of
the Term Loan Agree­ment, dated as of May 25, 2007 (as amended, modified or
supplemented from time to time, the “Credit  Agreement”), among the Borrower, the
lenders from time to time party thereto, Morgan Stanley Senior Funding, Inc.,
as Administrative Agent, Deutsche Bank AG Cayman Islands Branch, as
Documentation Agent, and Lehman Commercial Paper, Inc., as Syndication Agent,
(b) is subject to the provisions of the Credit Agreement; and (c) is subject to
prepayment in whole or in part as provided in the Credit Agreement.


Upon the occurrence of any one or more of the Events of Default
specified in the Credit Agree­ment, all amounts then remaining unpaid on this
promissory note shall become, or may be declared to be, immediately due and
payable, all as provided in the Credit Agreement.


All parties now and hereafter liable with respect to this promissory
note, whether maker, principal, surety, guarantor, endorser or otherwise,
hereby waive presentment, demand, protest and all other notices of any kind.


Unless otherwise defined herein, terms defined in the Credit Agreement
and used herein shall have the meanings given to them in the Credit Agreement.


THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.













 


	
  

  	
  IBM INTERNATIONAL GROUP B.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 



 2














Schedule A

 to Term Loan Promissory Note


LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS


	
  Date

  	
   

  	
  Amount of

  ABR Loans

  	
   

  	
  Amount

  Converted to

  ABR Loans

  	
   

  	
  Amount of

  Principal of

  ABR

  Loans Repaid

  	
   

  	
  Amount of

  ABR Loans

  Converted

  to

  Eurodollar

  Loans

  	
   

  	
  Amount of

  Interest

  Converted

  to

  Additional

  Principal

  	
   

  	
  Unpaid

  Principal

  Balance of

  ABR

  Loans

  	
   

  	
  Notation

  Made By

  	
   

  
	
                

  	
   

  	
      

  	
   

  	
      

  	
   

  	
      

  	
   

  	
      

  	
   

  	
      

  	
   

  	
      

  	
   

  	
      

  	
   

  
	
                

  	
   

  	
      

  	
   

  	
      

  	
   

  	
      

  	
   

  	
      

  	
   

  	
      

  	
   

  	
      

  	
   

  	
      

  	
   

  
	
                

  	
   

  	
      

  	
   

  	
      

  	
   

  	
      

  	
   

  	
      

  	
   

  	
      

  	
   

  	
      

  	
   

  	
      

  	
   

  



 


Schedule B

 to Term Loan Promissory Note


LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR LOANS


	
  Date

  	
   

  	
  Amount of

  Eurodollar

  Loans

  	
   

  	
  Amount

  Converted

  to

  Eurodollar

  Loans

  	
   

  	
  Interest

  Period and

  Eurodollar

  Rate with

  Respect

  Thereto

  	
   

  	
  Amount

  of

  Principal

  of

  Eurodollar

  Loans

  Repaid

  	
   

  	
  Amount of

  Eurodollar

  Loans

  Converted to

  ABR Loans

  	
   

  	
  Amount of

  Interest

  Converted

  to

  Additional

  Principal

  	
   

  	
  Unpaid

  Principal

  Balance

  of

  Eurodollar

  Loans

  	
   

  	
  Notation

  Made

  By

  	
   

  
	
          

  	
   

  	
          

  	
   

  	
          

  	
   

  	
          

  	
   

  	
          

  	
   

  	
          

  	
   

  	
          

  	
   

  	
          

  	
   

  	
          

  	
   

  
	
          

  	
   

  	
          

  	
   

  	
          

  	
   

  	
          

  	
   

  	
          

  	
   

  	
          

  	
   

  	
          

  	
   

  	
          

  	
   

  	
          

  	
   

  
	
          

  	
   

  	
          

  	
   

  	
          

  	
   

  	
          

  	
   

  	
          

  	
   

  	
          

  	
   

  	
          

  	
   

  	
          

  	
   

  	
          

  	
   

  



 
















EXHIBIT G 

Form of Extension Request


[                  ],
20[    ]


Morgan Stanley Senior Funding, Inc., as
Administrative

Agent (the “Administrative Agent”) for the Lenders

party to the Credit Agreement referred to below


One Pierrepont Plaza, 7th Floor


300 Cadman Plaza West


Brooklyn, NY 
11201


New York, New York  11201

Attention:  Meredith Kaye


Ladies and Gentlemen:


Reference is made to the Term Loan Agreement, dated as of May 25, 2007
(as amended, modified or supplemented from time to time, the “Credit  Agreement”),
among the IBM INTER­NATIONAL GROUP B.V., a private company with limited
liability organized under the laws of The Netherlands (the “Borrower”), the lenders from time to time party thereto,
Morgan Stanley Senior Funding, Inc., as administrative agent, Deutsche Bank AG
Cayman Islands Branch, as documentation agent, and Lehman Commercial Paper,
Inc., as syndication agent, and the transactions contemplated thereby.  Unless otherwise indicated, capitalized terms
used herein but not otherwise defined herein shall have the respective meanings
set forth in the Credit Agreement.


Pursuant to Section 2.18 of the Credit Agreement, we hereby request
that the Lenders extend the Maturity Date now in effect by a period of 180 days
to November 19, 2008. The Extension Request Deadline related to this Extension
Request shall be [                      ],
20[    ].(8)


The undersigned represents that as of the date of this Extension
Request (i) the representa­tions and warranties of the Borrower contained in
the Credit Agreement and of the Guarantor contained in the Guaranty are, in
each case, true and correct in all material respects with the same effect as if
made on the date hereof (except to the extent such representations and
warranties expressly relate to an earlier date) and (ii) no Default (including
for this purpose any “Default” as defined in the Guaranty) or Event of Default
has occurred and is continuing.


	
   

  	
  Very truly yours,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  IBM INTERNATIONAL GROUP B.V.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 






(8) Shall in any case not be later than 5:00 P.M., New York
City time, on the date which is 15 days after delivery of this Extension
Request.



 iii