applicable to any Loans or this Agreement or (B) cause the
representations and warranties contained in Section 4.8 at any time to be other
than true and correct.
(B)
WHENEVER REQUIRED TO ENSURE COMPLIANCE WITH
REGULATIONS T, U AND X OR REQUESTED BY THE ADMINISTRATIVE AGENT OR ONE OR MORE
LENDERS, EACH BORROWER WILL 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.
7.4
Consolidated Net Interest Expense Ratio.
IBM will not permit the Consolidated Net Interest Expense Ratio, for any period
of four consecutive fiscal quarters taken as a single accounting period
(commencing with the period of four consecutive fiscal quarters ending June 30,
2004), to be less than 2.20 to 1.0.
46
SECTION 8.
EVENTS OF DEFAULT
If any of the following events shall occur and be continuing:
(A)
(I) ANY BORROWER SHALL (X) FAIL TO PAY ANY
PRINCIPAL OF ANY US$ LOAN WHEN DUE IN ACCORDANCE WITH THE APPLICABLE TERMS OF
THIS AGREEMENT OR (Y) FAIL TO PAY ANY INTEREST ON ANY US$ LOAN, OR ANY FEE OR
OTHER AMOUNT PAYABLE HEREUNDER OR UNDER ANY LOCAL CURRENCY FACILITY (OTHER THAN
AS PROVIDED IN CLAUSE (II) BELOW), WITHIN FIVE BUSINESS DAYS AFTER ANY SUCH
INTEREST, FEE OR OTHER AMOUNT BECOMES DUE IN ACCORDANCE WITH THE TERMS HEREOF OR
THEREOF; OR (II) ANY BORROWER SHALL FAIL TO PAY ANY PRINCIPAL OF OR INTEREST ON
ANY LOCAL CURRENCY LOAN WHEN DUE IN ACCORDANCE WITH THE APPLICABLE TERMS OF THE
RELEVANT LOCAL CURRENCY FACILITY AND SUCH DEFAULT SHALL CONTINUE UNREMEDIED FOR
A PERIOD OF THREE BUSINESS DAYS (IN THE CASE OF PRINCIPAL) OR FIVE BUSINESS DAYS
(IN THE CASE OF INTEREST) AFTER WRITTEN NOTICE THEREOF SHALL HAVE BEEN GIVEN TO
IBM BY THE ADMINISTRATIVE AGENT OR ANY AFFECTED LOCAL CURRENCY LENDER (WITH A
COPY TO THE ADMINISTRATIVE AGENT); OR
(B)
ANY REPRESENTATION OR WARRANTY MADE OR
DEEMED MADE BY ANY BORROWER HEREIN OR IN ANY LOCAL CURRENCY FACILITY OR WHICH IS
CONTAINED IN ANY CERTIFICATE, DOCUMENT OR FINANCIAL OR OTHER STATEMENT FURNISHED
BY IT AT ANY TIME PURSUANT TO THIS AGREEMENT OR ANY LOCAL CURRENCY FACILITY
SHALL PROVE TO HAVE BEEN INCORRECT IN ANY MATERIAL RESPECT ON OR AS OF THE DATE
MADE OR DEEMED MADE; OR
(C)
IBM SHALL DEFAULT IN THE OBSERVANCE OR
PERFORMANCE OF THE AGREEMENT CONTAINED IN SECTION 7.4; OR
(D)
ANY BORROWER SHALL DEFAULT IN THE OBSERVANCE
OR PERFORMANCE OF ANY OTHER AGREEMENT CONTAINED IN THIS AGREEMENT OR IN ANY
LOCAL CURRENCY FACILITY OR ANY OTHER EVENT OR CONDITION CONSTITUTING A DEFAULT
UNDER ANY LOCAL CURRENCY FACILITY SHALL OCCUR (IN EACH CASE OTHER THAN AS
PROVIDED IN PARAGRAPHS (A) THROUGH (C) OF THIS SECTION 8), AND SUCH DEFAULT