INDEPENDENT ACCOUNTANTS OF RECOGNIZED
NATIONAL STANDING AND ACCOMPANIED BY AN OPINION OF SUCH ACCOUNTANTS TO THE
EFFECT THAT SUCH CONSOLIDATED FINANCIAL STATEMENTS FAIRLY PRESENT THE FINANCIAL
POSITION, RESULTS OF OPERATIONS, CASH FLOWS AND CHANGES IN STOCKHOLDERS' EQUITY
OF IBM AND THE SUBSIDIARIES, IN ACCORDANCE WITH GAAP;
(B)
AS SOON AS AVAILABLE AND IN ANY EVENT WITHIN 50 DAYS AFTER THE END
OF EACH OF THE FIRST THREE QUARTERLY PERIODS OF EACH FISCAL YEAR, COPIES OF THE
UNAUDITED QUARTERLY REPORTS FILED BY IBM WITH THE SEC ON FORM 10-Q IN RESPECT OF
SUCH QUARTERLY PERIOD, OR IF IBM IS NOT REQUIRED TO FILE SUCH A REPORT IN
RESPECT OF SUCH QUARTERLY PERIOD, THE UNAUDITED CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION AND RELATED UNAUDITED CONSOLIDATED STATEMENTS OF EARNINGS,
CASH FLOWS AND STOCKHOLDERS' EQUITY OF IBM AND THE SUBSIDIARIES, AS OF THE CLOSE
OF SUCH FISCAL QUARTER, CERTIFIED BY A RESPONSIBLE OFFICER OF IBM AS FAIRLY
PRESENTING THE FINANCIAL POSITION, RESULTS OF OPERATIONS, CASH FLOWS AND CHANGES
IN STOCKHOLDERS' EQUITY OF IBM AND THE SUBSIDIARIES, IN ACCORDANCE WITH GAAP,
SUBJECT TO NORMAL YEAR-END AUDIT ADJUSTMENTS WHICH ARE NOT EXPECTED TO BE
MATERIAL IN AMOUNT;
(C)
CONCURRENTLY WITH ANY DELIVERY OF FINANCIAL STATEMENTS BY IBM
DESCRIBED IN PARAGRAPH (A) OR (B) ABOVE (WHETHER CONTAINED IN A REPORT FILED
WITH THE SEC OR OTHERWISE), A CERTIFICATE OF A RESPONSIBLE OFFICER OF IBM
SUBSTANTIALLY IN THE FORM OF SCHEDULE 6.2(C);
(D)
PROMPTLY AFTER THE SAME BECOME PUBLICLY AVAILABLE, COPIES OF
(I) ALL FINANCIAL STATEMENTS, NOTICES, REPORTS AND PROXY MATERIALS DISTRIBUTED
TO STOCKHOLDERS OF IBM AND (II) ALL REPORTS ON FORM 10-K, 10-Q AND 8-K (OR THEIR
EQUIVALENTS) FILED BY IBM WITH THE SEC (OR WITH ANY GOVERNMENTAL AUTHORITY
SUCCEEDING TO ANY OR ALL OF THE FUNCTIONS OF THE SEC) PURSUANT TO THE PERIODIC
REPORTING REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND
THE RULES AND REGULATIONS PROMULGATED THEREUNDER; PROVIDED, THAT DOCUMENTS
REQUIRED TO BE FURNISHED UNDER THIS PARAGRAPH (D) SHALL BE DEEMED FURNISHED WHEN
MADE AVAILABLE VIA THE EDGAR (OR ANY SUCCESSOR) SYSTEM OF THE SEC;
45
(E)
PROMPTLY, FROM TIME TO TIME, SUCH OTHER PUBLICLY AVAILABLE
DOCUMENTS AND INFORMATION REGARDING THE OPERATIONS, BUSINESS AFFAIRS AND
FINANCIAL CONDITION OF IBM, ANY SIGNIFICANT SUBSIDIARY OR ANY SUBSIDIARY
BORROWER, OR COMPLIANCE WITH THE TERMS OF THIS AGREEMENT, AS THE ADMINISTRATIVE
AGENT OR ANY LENDER (THROUGH THE ADMINISTRATIVE AGENT) MAY REASONABLY REQUEST;
AND
(F)
WITHIN TEN BUSINESS DAYS AFTER THE OCCURRENCE THEREOF, WRITTEN
NOTICE OF ANY CHANGE IN STATUS; PROVIDED THAT THE FAILURE TO PROVIDE SUCH NOTICE
SHALL NOT DELAY OR OTHERWISE AFFECT ANY CHANGE IN THE APPLICABLE EURODOLLAR
MARGIN OR OTHER AMOUNT PAYABLE HEREUNDER WHICH IS TO OCCUR UPON A CHANGE IN
STATUS PURSUANT TO THE TERMS OF THIS AGREEMENT.
With respect to the documents referred to in paragraphs (a) through (e) above,
IBM shall furnish such number of copies as the Administrative Agent or the
Lenders shall reasonably require for distribution to their personnel in
connection with this Agreement.
6.3
Notices. Promptly after any