Exhibit 10.3

      

      

      

      

      

      

      FIRST AMENDMENT, dated as of July 2, 2020  (this “Amendment”) to the Amended and Restated Five-Year Credit Agreement, dated as of July 19, 2018 (as amended from time to time, the “Credit
          Agreement”), among INTERNATIONAL BUSINESS MACHINES CORPORATION (“IBM”), JPMORGAN CHASE BANK, N.A., as Administrative Agent, the Subsidiary Borrowers parties thereto (the “Subsidiary Borrowers”) and the Lenders from time to time
        party thereto. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

      

      

      RECITALS

      

      

      WHEREAS, IBM has requested that the Credit Agreement be amended as set forth herein.

      

      

      WHEREAS, pursuant to, and in compliance with the requirements of, Section 11.1 of the Credit Agreement, the Required Lenders are willing to agree to this Amendment on the terms set forth
        herein.

      

      

      NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto agree as follows:

      

      

      SECTION 1.  Amendments to Credit Agreement. As of the First Amendment Effective Date (as defined below), the Credit Agreement is hereby amended as
        follows:

      

      

      	

            	(a)	
              Section 1.1 of the Credit Agreement shall be amended by:

            


      

      

      (i)          adding the following new defined terms in the appropriate alphabetical order:

      

      

      ““Affected Financial Institution”: (a) any EEA Financial Institution or (b) any UK Financial Institution.

      

      

      “IBA”: as defined in Section 1.3.

      

      

      “Resolution Authority”: an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

      

      

      “UK Financial Institutions”: any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United
        Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and
        investment firms, and certain affiliates of such credit institutions or investment firms.

      

      

      “UK Resolution Authority”: the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial
        Institution.”;

      

      

      (ii)          amending and restating the definition of “Bail-In Action” in its entirety, as follows:

      

      

      ““Bail-In Action”: the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected
        Financial Institution.”; and

      

      

      (iii)          amending and restating the definition of “Bail-In Legislation” in its entirety, as follows:

      

      

      
        
          


        2

      

      
      

      

      ““Bail-In Legislation”: (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European
        Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to
        time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation,
        administration or other insolvency proceedings).”

      

      

      (iv)          amending and restating the definition of “Write-Down and Conversion Powers” in its entirety, as follows:

      

      

      ““Write-Down and Conversion Powers”:  (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time
        under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, any powers of the applicable Resolution
        Authority under the Bail-in Legislation Schedule to cancel, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into
        shares, securities or obligations, of that Person or any other Person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of
        the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.”

      

      

      	

            	(b)	
              Section 1 of the Credit Agreement is hereby amended by inserting the following as a new Section 1.3:

            


      

      

      “1.3          Interest Rates; LIBOR Notification.  The interest rate on a Loan denominated in Dollars or Euros may be derived from an interest rate benchmark that is, or may in the future
        become, the subject of regulatory reform.  Regulators have signaled the need to use alternative benchmark reference rates for some of these interest rate benchmarks and, as a result, such interest rate benchmarks may cease to comply with applicable
        laws and regulations, may be permanently discontinued, and/or the basis on which they are calculated may change. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from
        each other in the London interbank market.  In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark
        Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate.  As a result, it is possible that commencing in
        2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurodollar Loans. In light of this eventuality, public and private sector
        industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate.  Section 2.14(b) provides a mechanism for determining an alternative rate of interest.  The
        Administrative Agent will promptly notify the Borrowers, pursuant to Section 2.14(b), of any change to the reference rate upon which the interest rate on Eurodollar Loans or Index Rate Competitive Loans is based (provided that, for the
        avoidance of doubt, the establishment of any alternate rate of interest shall be subject to the requirements of Section 2.14(b) in all respects).  However, the Administrative Agent does not warrant or accept

      

      

      
        
          


        3

      

      

      

      any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “Eurodollar
        Rate” or with respect to any alternative or successor rate thereto, or replacement rate thereof (including, without limitation, any such alternative, successor or replacement rate implemented pursuant to Section 2.14(b)), including without
        limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the Eurodollar Rate or have the same volume or
        liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.”

      

      

      	

            	(c)	
              Each of Section 2.21(a) and Section 2.21(b) of the Credit Agreement is hereby amended by inserting the following parenthetical after the phrase “by one year” appearing therein:

            


      

      

      “(or in the case of an Extension Request delivered during the year ended December 31, 2021, by two years, so long as no Extension Request was delivered during the year ended December 31, 2020)”

      

      

      	

            	(d)	
              Section 11.5 of the Credit Agreement is hereby amended by:

            


      

      

      (i)          inserting the following language before the parenthetical at the end of clause (d):

      

      

      “, regardless of whether such claim, litigation, investigation or proceeding is brought by IBM or any Subsidiary Borrower”

      

      

      	

            	(ii)	
              amending and restating the first proviso after the parenthetical at the end of clause (d) in its entirety, as follows:

            


      

      

      “; provided, that no Borrower shall have any obligation hereunder to any indemnified person with respect to indemnified liabilities arising from (x) the gross negligence or willful misconduct
        of such indemnified person, its affiliates or the directors, officers, employees and agents of such indemnified person, acting as such, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a
        material breach by such indemnified person, its affiliates or the directors, officers, employees and agents of such indemnified person, acting as such, of its or their obligations under this Agreement, in each case as determined by a final,
        non-appealable judgment of a court of competent jurisdiction”

      

      

      (iii)          inserting the following proviso after the penultimate sentence of Section 11.5:

      

      

      “; provided, that nothing in this sentence shall relieve IBM or any Subsidiary Borrower of any obligation it may have to indemnify an indemnified person, as provided in this paragraph,
        against any special, indirect, consequential or punitive damages asserted against such indemnified person by a third party and the foregoing waivers shall be in addition to IBM and each Subsidiary Borrower’s indemnification obligations under this
        Agreement.”

      

      

      	

            	(e)	
              Section 11.26 of the Credit Agreement shall be amended and restated in its entirety, as follows:

            


      

      

      “11.26          Acknowledgment and Consent to Bail-In of Affected Financial Institutions.  Notwithstanding anything to the contrary in this Agreement or in any other agreement, arrangement or
        understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under this Agreement may be subject to the

      

      

      
        
          


        4

      

      

      

      Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

      

      

      (a)         the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected
        Financial Institution; and

      

      

      (b)         the effects of any Bail-In Action on any such liability, including, if applicable:

      

      

      (i)          a reduction in full or in part or cancellation of any such liability;

      

      

      (ii)         a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent entity, or a bridge institution that
        may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement; or

      

      

      (iii)        the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.”

      

      

      SECTION 2.  Conditions to Effectiveness of First Amendment.  This Amendment shall become effective (the “First Amendment
          Effective Date”) upon the satisfaction of the following conditions precedent:

      

      

      (a)  the Administrative Agent (or its counsel) shall have received duly executed counterparts hereof that, when taken together, bear the signatures of IBM and Lenders representing
        the Required Lenders;

      

      

      (b)  the 364-Day Credit Agreement, dated as of July 2, 2020, among IBM, IBM Credit LLC, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, shall be
        effective; and

      

      

      (c)  on or before the First Amendment Effective Date, the Administrative Agent shall have received, for its own account and the account of each Lender, as applicable, the fees and
        expenses in the amounts and on the dates previously agreed to in writing by IBM.

      

      

      SECTION 3.  Effects on Credit Agreement.  Except as specifically amended herein, all provisions of the Credit Agreement shall
        continue to be in full force and effect and are hereby in all respects ratified and confirmed.  Except as otherwise expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right,
        power or remedy of any Lender or the Administrative Agent under the Credit Agreement or constitute a waiver of or consent to any departure from any term or provision of the Credit Agreement or to any further or future action on the part of the
        Borrowers that would require a waiver or consent of the Required Lenders or the Administrative Agent. Upon and after the execution of this Amendment by each of the parties hereto, each reference in the Credit Agreement to “this Agreement”,
        “hereunder”, “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as modified hereby.

      

      

      SECTION 4.  Representations and Warranties of IBM. IBM hereby represents and warrants as follows:

      

      

      
        
          


        5

      

      

      

      (a)  as of the First Amendment Effective Date, each of the representations and warranties made by any Borrower in or pursuant to the Credit Agreement shall be true and correct in
        all material respects on and as of the First Amendment Effective Date as if made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date; and

      

      

      (b)  both immediately prior to and after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on the First Amendment Effective Date.

      

      

      SECTION 5.  Expenses.  IBM shall reimburse the Administrative Agent for all reasonable and documented out-of-pocket costs and expenses, including,
        reasonable and documented attorneys’ fees, in connection with or relating to this Amendment.

      

      

      SECTION 6.  Integration.  This Amendment represents the agreement of IBM, the Administrative Agent and the Lenders party hereto with respect to the
        subject matter hereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any such Lender relative to subject matter hereof not expressly set forth or referred to herein.

      

      

      SECTION 7.  GOVERNING LAW; WAIVER OF JURY TRIAL.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT
        SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. IBM, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
        RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM THEREIN.  THE PROVISIONS OF SECTION 11.17 OF THE CREDIT AGREEMENT SHALL APPLY TO THIS AMENDMENT TO THE SAME EXTENT AS IF FULLY SET FORTH HEREIN

      

      

      SECTION 8.  Counterparts; Electronic Execution.  This Amendment may be executed by one or more of the parties to this Amendment on
        any number of separate counterparts (including by email or telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  Delivery of an executed signature page of this Agreement by email or
        facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.  A set of the copies of this Amendment signed by all the parties shall be lodged with IBM and the Administrative Agent.

      

      

      Delivery of an executed counterpart of a signature page of (x) this Amendment that is an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the
        intent to sign, authenticate or accept such contract or record (an “Electronic Signature”) transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be effective as
        delivery of a manually executed counterpart of this Amendment.  The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Amendment shall be deemed to include Electronic Signatures, deliveries or the
        keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or
        enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be; provided that nothing in this Amendment shall require the Administrative Agent to accept Electronic
        Signatures in any form or format without its prior written consent and pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic
        Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of IBM without further verification thereof and without any obligation

      

      

      
        
          


        6

      

      

      

      to review the appearance or form of any such Electronic Signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature  shall be promptly followed by a manually executed counterpart.  Without limiting the
        generality of the foregoing, IBM hereby (i) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent,
        the Lenders and IBM, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Amendment shall have the same legal
        effect, validity and enforceability as any paper original, (ii) the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Amendment in the form of an imaged electronic record in any format, which shall
        be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and
        enforceability as a paper record), (iii) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Amendment based solely on the lack of paper original copies of this Amendment, including with respect to
        any signature pages thereto and (iv) waives any claim against any indemnified person for any Liabilities arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by
        telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any indemnified liabilities arising as a result of the failure of IBM to use any available security measures in connection
        with the execution, delivery or transmission of any Electronic Signature.

      

      

    

    
      
        


    

    

      

      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above
        written.

      

      

      

      

      
        	 	INTERNATIONAL BUSINESS MACHINES CORPORATION	 
	 	 	 	 
	

              	
                By: 

              	/s/ Simon J. Beaumont	 
	 	 	Name:	Simon J. Beaumont	 
	 	 	Title:	Vice President and Treasurer	 
	 	 	 	 


      

      

      

      

      

      

      

      

      

      
        

        

      

      
        
          


      

      

      

      
        
          	 	
                  JPMORGAN CHASE BANK, N.A., as Administrative Agent and Lender,

                	 
	 	 	 	 
	

                	
                  By: 

                	/s/ John Kowalczuk

                	 
	 	 	Name:	John Kowalczuk

                	 
	 	 	Title:	Executive Director

                	 
	 	 	 	 


        

        

        

        

        

        

        

        

        

        

        

        
          
            


        

        
           
            
              	 	BNP PARIBAS	 
	 	 	 	 
	 	 	 	 
	
                      

                      

                    	
                      By: 

                    	/s/ Brendan Heneghan	 
	 	 	Name:  

                    	Brendan Heneghan 

                    	 
	 	 	Title:  

                    	Director 

                    	 
	 	 	 	 	 
	 	By: 

                    	/s/ Karim Remtoula  

                    	 
	 	 	Name: 

                    	Karim Remtoula 

                    	 
	 	 	Title: 

                    	Vice President 

                    	 


            

             

            

            

            

            

            
              	 	CITIBANK, N.A.	 
	 	 	 	 
	 	 	 	 
	
                      

                      

                    	
                      By: 

                    	/s/ Susan M. Olsen	 
	 	 	Name:  

                    	Susan M. Olsen	 
	 	 	Title:  

                    	Vice President	 


              

              

              

              

              
                	 	ROYAL BANK OF CANADA	 
	 	 	 	 
	 	 	 	 
	
                        

                        

                      	
                        By: 

                      	/s/ Mark Gronich	 
	 	 	Name:  

                      	Mark Gronich	 
	 	 	Title:  

                      	Authorized Signatory	 


              

              

              

              

              	 	MIZUHO BANK, LTD.	 
	 	 	 	 
	 	 	 	 
	
                      

                      

                    	
                      By: 

                    	/s/ Donna DeMagistris	 
	 	 	Name:  

                    	Donna DeMagistris	 
	 	 	Title:  

                    	Authorized Signatory	 


              

              

              

              
                	 	BANCO SANTANDER, S.A.	 
	 	 	 	 
	 	 	 	 
	
                        

                        

                      	
                        By: 

                      	/s/ Lucas Videla	 
	 	 	Name:  

                      	Lucas Videla	 
	 	 	Title:  

                      	Executive Director	 
	 	 	 	 	 
	 	By: 

                      	/s/ Laura Castan

                      	 
	 	 	Name:  

                      	Laura Castan

                      	 
	 	 	Title:  

                      	Senior Analyst 

                      	 


              

              

              

              

              

              
                	 	BANK OF AMERICA, N.A.	 
	 	 	 	 
	 	 	 	 
	
                        

                        

                      	
                        By: 

                      	/s/ Erhlich Bautista	 
	 	 	Name:  

                      	Erhlich Bautista 

                      	 
	 	 	Title:  

                      	Vice President 

                      	 


              

              

            

            
              
                


            

            

              
                	 	
                        BARCLAYS BANK PLC

                      	 
	 	 	 	 
	 	 	 	 
	
                        

                        

                      	
                        By: 

                      	/s/ Martin Corrigan	 
	 	 	Name:  

                      	Martin Corrigan	 
	 	 	Title:  

                      	Vice President	 


              

              

              

              

              

              	 	DEUTSCHE BANK AG NEW YORK BRANCH	 
	 	 	 	 
	 	 	 	 
	
                      

                      

                    	
                      By: 

                    	/s/ Ming K Chu	 
	 	 	Name:  

                    	 Ming K Chu	 
	 	 	Title:  

                    	 Director	 
	 	 	 	 	 
	 	By: 

                    	/s/ Annie Chung  

                    	 
	 	 	Name: 

                    	Annie Chung 

                    	 
	 	 	Title:

                    	Director 

                    	 


              

              

              

              

              	 	
                      HSBC BANK USA, N.A.

                    	 
	 	 	 	 
	 	 	 	 
	
                      

                      

                    	
                      By: 

                    	/s/ Brett Bonet	 
	 	 	Name:  

                    	Brett Bonet 

                    	 
	 	 	Title:  

                    	Director 

                    	 


              

              

              

              	 	SOCIETE GENERALE	 
	 	 	 	 
	 	 	 	 
	
                      

                      

                    	
                      By: 

                    	/s/ Kimberly Metzger	 
	 	 	Name:  

                    	Kimberly Metzger 

                    	 
	 	 	Title:  

                    	Director 

                    	 


              

              

              

              

              
                	 	WELLS FARGO BANK, N.A.	 
	 	 	 	 
	 	 	 	 
	
                        

                        

                      	
                        By: 

                      	/s/ Sid Khanolkar	 
	 	 	Name:  

                      	Sid Khanolkar 

                      	 
	 	 	Title:  

                      	Director 

                      	 


              

              

              

              

              

              
                	 	MUFG BANK, LTD.	 
	 	 	 	 
	 	 	 	 
	
                        

                        

                      	
                        By: 

                      	/s/ Marlon Mathews	 
	 	 	Name:  

                      	Marlon Mathews 

                      	 
	 	 	Title:  

                      	Director 

                      	 


              

              

              

              
                
                  


              

              

              

              
                	 	COMMERZBANK AG, NEW YORK BRANCH	 
	 	 	 	 
	 	 	 	 
	
                        

                        

                      	
                        By: 

                      	/s/ Neil Kieran	 
	 	 	Name:  

                      	Neil Kieran 

                      	 
	 	 	Title:  

                      	Director 

                      	 
	 	 	 	 	 
	 	By: 

                      	/s/ Robert Sullivan  	 
	 	 	Name:  

                      	Robert Sullivan 

                      	 
	 	 	Title:   

                      	Vice President 

                      	 


              

              

              

              

              

              
                	 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH	 
	 	 	 	 
	 	 	 	 
	
                        

                        

                      	
                        By: 

                      	/s/ Judith Smith	 
	 	 	Name:  

                      	Judith Smith 

                      	 
	 	 	Title:  

                      	Authorized Signatory 

                      	 
	 	 	 	 	 
	 	By: 

                      	/s/ Emerson Almeida  

                      	 
	 	 	Name:  

                      	Emerson Almeida 

                      	 
	 	 	Title:   

                      	Authorized Signatory 

                      	 


              

              

              

              

              

              
                	 	GOLDMAN SACHS BANK USA	 
	 	 	 	 
	 	 	 	 
	
                        

                        

                      	
                        By: 

                      	/s/ Rebecca Kratz	 
	 	 	Name:  

                      	Rebecca Kratz 

                      	 
	 	 	Title:  

                      	Authorized Signatory 

                      	 


              

              

              

              

              

              
                	 	ING BANK N.V., DUBLIN BRANCH	 
	 	 	 	 
	 	 	 	 
	
                        

                        

                      	
                        By: 

                      	/s/ Sean Hasset	 
	 	 	Name:  

                      	Sean Hassett 

                      	 
	 	 	Title:  

                      	Director 

                      	 
	 	 	 	 	 
	 	By: 

                      	/s/ Pádraig Matthews  

                      	 
	 	 	Name:  

                      	Pádraig Matthews 

                      	 
	 	 	Title:   

                      	Director 

                      	 


              

              

              

              

              

              
                	 	SUMITOMO MITSUI BANKING CORPORATION	 
	 	 	 	 
	 	 	 	 
	
                        

                        

                      	
                        By: 

                      	/s/ Michael Maguire	 
	 	 	Name:  

                      	Michael Maguire 

                      	 
	 	 	Title:  

                      	Managing Director 

                      	 


              

              

              
                
                  


              

              

              

              
                	 	
                        THE TORONTO-DOMINION BANK, NEW YORK BRANCH

                      	 
	 	 	 	 
	 	 	 	 
	
                        

                        

                      	
                        By: 

                      	/s/ Maria Macchiaroli	 
	 	 	Name:  

                      	Maria Macchiaroli 

                      	 
	 	 	Title:  

                      	Authorized Signatory 

                      	 


              

              

              

              

              

              
                	 	UNICREDIT BANK AG, NEW YORK BRANCH	 
	 	 	 	 
	 	 	 	 
	
                        

                        

                      	
                        By: 

                      	/s/ Fabio Della Malva	 
	 	 	Name:  

                      	Fabio Della Malva 

                      	 
	 	 	Title:  

                      	Managing Director 

                      	 
	 	 	 	 	 
	 	By: 

                      	/s/ Bryon Korutz  

                      	 
	 	 	Name:  

                      	Bryon Korutz 

                      	 
	 	 	Title:   

                      	Associate Director 

                      	 


              

              

              

              

              

              
                	 	U.S. BANK NATIONAL ASSOCIATION	 
	 	 	 	 
	 	 	 	 
	
                        

                        

                      	
                        By: 

                      	/s/ Matt S. Scullin	 
	 	 	Name:  

                      	Matt S. Scullin 

                      	 
	 	 	Title:  

                      	Senior Vice President 

                      	 


              

              

              

              

              

              
                	 	BANK OF CHINA, NEW YORK BRANCH	 
	 	 	 	 
	 	 	 	 
	
                        

                        

                      	
                        By: 

                      	/s/ Raymond Qiao	 
	 	 	Name:  

                      	Raymond Qiao 

                      	 
	 	 	Title:  

                      	Executive Vice President 

                      	 


              

            

             

            

            

              
                	 	AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED	 
	 	 	 	 
	 	 	 	 
	
                        

                        

                      	
                        By: 

                      	/s/ Cynthia Dioquino	 
	 	 	Name:  

                      	Cynthia Dioquino 

                      	 
	 	 	Title:  

                      	Associate Director 

                      	 


              

              

              

              

              

              
                	 	DBS BANK LTD.	 
	 	 	 	 
	 	 	 	 
	
                        

                        

                      	
                        By: 

                      	/s/ Josephine Lim	 
	 	 	Name:  

                      	Josephine Lim 

                      	 
	 	 	Title:  

                      	Senior Vice President 

                      	 


              

              

              
                
                  


              

              

              

              
                	 	PNC BANK, NATIONAL ASSOCIATION	 
	 	 	 	 
	 	 	 	 
	
                        

                        

                      	
                        By: 

                      	/s/ Michael Richards	 
	 	 	Name:  

                      	Michael Richards 

                      	 
	 	 	Title:  

                      	Senior Vice President 

                      	 


              

              

              

              

              
                	 	
                        STANDARD CHARTERED BANK

                      	 
	 	 	 	 
	 	 	 	 
	

                      	
                        By: 

                      	/s/ James Beck	 
	 	 	Name:  

                      	James Beck 

                      	 
	 	 	Title:  

                      	Associate Director 

                      	 


              

              

              

              

              

              
                	 	THE BANK OF NOVA SCOTIA	 
	 	 	 	 
	 	 	 	 
	
                        

                        

                      	
                        By: 

                      	/s/ Jason Rinne	 
	 	 	Name:  

                      	Jason Rinne 

                      	 
	 	 	Title:  

                      	Director 

                      	 


              

              

              

              

              

              
                	 	
                        BANCO BILBAO VIZCAYA ARGENTARIA, S.A.NEW YORK BRANCH

                      	 
	 	 	 	 
	 	 	 	 
	
                        

                        

                      	
                        By: 

                      	/s/ Brian Crowley	 
	 	 	Name:  

                      	Brian Crowley 

                      	 
	 	 	Title:  

                      	Managing Director 

                      	 
	 	 	 	 	 
	 	By: 

                      	/s/ Miriam Trautmann  

                      	 
	 	 	Name:  

                      	Miriam Trautmann 

                      	 
	 	 	Title: 

                      	Senior Vice President 

                      	 


              

              

              

              

              

              
                	 	CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH	 
	 	 	 	 
	 	 	 	 
	
                        

                        

                      	
                        By: 

                      	/s/ Dominic Sorresso	 
	 	 	Name:  

                      	Dominic Sorresso 

                      	 
	 	 	Title:  

                      	Authorized Signatory 

                      	 
	 	 	 	 	 
	 	By: 

                      	/s/ Melissa Brown  

                      	 
	 	 	Name: 

                      	Melissa Brown	 
	 	 	Title:  

                      	Authorized Signatory 

                      	 


              

              

              
                
                  


              

              

              

              
                	 	DANSKE BANK A/S	 
	 	 	 	 
	 	 	 	 
	
                        

                        

                      	
                        By: 

                      	/s/ Jesper Larsen	 
	 	 	Name:  

                      	Jesper Larsen 

                      	 
	 	 	Title:  

                      	Senior Loan Manager 

                      	 
	 	 	 	 	 
	 	By: 

                      	/s/ Carsten Larsen  	 
	 	 	Name:  

                      	Carsten Larsen

                      	 
	 	 	Title: 

                      	Senior Vice President 

                      	 


              

              

              

              

              
                	 	RAIFFEISEN BANK INTERNATIONAL AG	 
	 	 	 	 
	 	 	 	 
	
                        

                        

                      	
                        By: 

                      	/s/ Ingrid Rosenwrith	 
	 	 	Name:  

                      	Ingrid Rosenwirth 

                      	 
	 	 	Title:  

                      	Director 

                      	 
	 	 	 	 	 
	 	By: 

                      	/s/ Peter Richl  	 
	 	 	Name: 

                      	Peter Richl 

                      	 
	 	 	Title: 

                      	Authorized Signatory

                      	 


              

               

              

              

              

              
                	 	THE NORTHERN TRUST COMPANY	 
	 	 	 	 
	 	 	 	 
	
                        

                        

                      	
                        By: 

                      	/s/ Eric Siebert	 
	 	 	Name:  

                      	Eric Siebert 

                      	 
	 	 	Title:  

                      	Senior Vice President 

                      	 


              

              

              

              

            

          

        

        
          
            
              
                
                  
                    
                      	 	STATE STREET BANK AND TRUST COMPANY	 
	 	 	 	 
	 	 	 	 
	
                              

                              

                            	
                              By: 

                            	/s/ Kimberly R. Costa

                            	 
	 	 	Name:  

                            	Kimberly R. Costa 	 
	 	 	Title:  

                            	Senior Vice President