Local Currency Lender Stated Maximum Borrowing Amounts with
respect to all Local Currency Facilities to which such Lender is a party.
"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.
17
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 IBM 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 IBM NOTIFIES THE ADMINISTRATIVE
AGENT THAT IBM 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 IBM 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BECOME EFFECTIVE UNTIL SUCH NOTICE SHALL HAVE BEEN WITHDRAWN OR SUCH PROVISION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. REFERENCES
HEREIN DO NOT INCLUDE REFERENCES TO ANY PROVISION OF ANY LOCAL CURRENCY FACILITY
OR LOANS OUTSTANDING THEREUNDER 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 US$ FACILITIES
2.1
Revolving Credit Commitments. (a)
Subject to the terms and
conditions hereof, each Lender severally agrees to make revolving credit loans
in Dollars ("Revolving Credit Loans") to any of IBM or any Subsidiary Borrower
from time to time during the Revolving Credit Commitment Period. During the
Revolving Credit Commitment Period each Borrower may use the Revolving Credit
Commitments by borrowing, prepaying the Revolving Credit Loans in whole or in
part, and reborrowing, all in accordance with the terms and conditions hereof.
Notwithstanding anything to the contrary contained in this Agreement, in no
event may Revolving Credit Loans be borrowed under this Section 2 if, after
giving effect thereto, (i) the aggregate principal amount of the US$ Loans and
Local Currency Loans (US$ Equivalent) then outstanding would exceed the
aggregate Revolving Credit Commitments then in effect, (ii) the aggregate
principal amount