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