LOCAL CURRENCY FACILITY (OR ANY AGENT
ACTING ON THEIR BEHALF).
ONCE NOTICE OF SUCH TERMINATION IS RECEIVED BY THE
ADMINISTRATIVE AGENT, SUCH LOCAL CURRENCY FACILITY AND THE LOANS AND OTHER
OBLIGATIONS OUTSTANDING THEREUNDER SHALL IMMEDIATELY CEASE TO BE SUBJECT TO THE
TERMS OF THIS AGREEMENT (INCLUDING THE GUARANTEE OF IBM CONTAINED IN
SECTION 10).
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, ANY
LOANS MADE UNDER A LOCAL CURRENCY FACILITY AT ANY TIME WHEN AN EXCHANGE RATE
WITH RESPECT TO THE RELEVANT LOCAL CURRENCY CANNOT BE CALCULATED BY THE
ADMINISTRATIVE AGENT IN ACCORDANCE WITH THE DEFINITION OF "EXCHANGE RATE"
CONTAINED IN SECTION 1.1 SHALL BE DEEMED NOT TO CONSTITUTE "LOCAL CURRENCY
LOANS" FOR THE PURPOSES OF THIS AGREEMENT UNLESS AND UNTIL AN EXCHANGE RATE WITH
RESPECT TO SUCH LOANS MAY BE SO CALCULATED.
(G)
NOTHING IN THIS SECTION 3 SHALL BE DEEMED TO
LIMIT THE ABILITY OF IBM OR ANY OF THE SUBSIDIARIES OR CONTROLLED PERSONS TO
ENTER INTO CREDIT FACILITIES WHICH DO NOT CONSTITUTE LOCAL CURRENCY FACILITIES.
3.2
Currency Fluctuations, etc.
(a)
No later
than 2:00 P.M., New York City time, on each Calculation Date, the Administrative
Agent shall (i) determine the Exchange Rate as of such Calculation Date with
respect to each Local Currency covered by a Local Currency Facility and (ii)
give notice thereof to the Lenders, IBM and the relevant Borrowers.
Except as
otherwise provided in Section 3.3,
36
the Exchange Rates so determined shall become effective on the first Business
Day immediately following the relevant Calculation Date (a "Reset Date") and
shall remain effective until the next succeeding Reset Date.
(B)
NO LATER THAN 2:00 P.M., NEW YORK CITY TIME,
ON EACH RESET DATE AND EACH BORROWING DATE, THE ADMINISTRATIVE AGENT SHALL (I)
DETERMINE THE US$ EQUIVALENT OF THE LOCAL CURRENCY LOANS THEN OUTSTANDING UNDER
EACH LOCAL CURRENCY FACILITY (AFTER GIVING EFFECT TO ANY LOCAL CURRENCY LOANS TO
BE MADE OR REPAID ON SUCH DATE) AND (II) NOTIFY THE LENDERS, IBM AND THE
RELEVANT BORROWERS OF THE RESULTS OF SUCH DETERMINATION.
(C)
IF, ON ANY RESET DATE OR ANY BORROWING DATE
(AFTER GIVING EFFECT TO (I) ANY LOANS TO BE MADE OR REPAID ON SUCH DATE AND (II)
ANY AMENDMENT, SUPPLEMENT OR OTHER MODIFICATION TO ANY LOCAL CURRENCY FACILITY
EFFECTIVE ON SUCH DATE OF WHICH THE ADMINISTRATIVE AGENT HAS RECEIVED NOTICE),
THE AGGREGATE OUTSTANDING US$ REVOLVING EXTENSIONS OF CREDIT OF ANY LENDER
EXCEED THE US$ REVOLVING CREDIT OVERAGE OF SUCH LENDER (THE AMOUNT OF SUCH
EXCESS, THE "US$ REVOLVING CREDIT EXCESS"), THEN THE LOCAL CURRENCY LENDER
MAXIMUM BORROWING AMOUNT UNDER EACH LOCAL CURRENCY FACILITY TO WHICH SUCH LENDER
IS A PARTY SHALL BE REDUCED ON SUCH DATE BY AN AMOUNT EQUAL TO THE PRODUCT OF
SUCH US$ REVOLVING CREDIT EXCESS TIMES A FRACTION THE NUMERATOR OF WHICH SHALL
EQUAL THE LOCAL CURRENCY LENDER STATED MAXIMUM BORROWING AMOUNT UNDER SUCH LOCAL
CURRENCY FACILITY AND THE DENOMINATOR OF WHICH SHALL EQUAL THE AGGREGATE OF THE
LOCAL CURRENCY LENDER STATED MAXIMUM BORROWING AMOUNTS UNDER ALL LOCAL CURRENCY