Common use of Certain Agreements of the Issuer Clause in Contracts

Certain Agreements of the Issuer. The Issuer agrees with the Agents that, in connection with each offering of Securities, (a) The Issuer will advise each Agent promptly of any proposal to amend or supplement the Registration Statement or the Prospectus (other than an amendment or supplement (i) providing solely for a change in the terms of the Securities, (ii) by means of the filing of materials incorporated by reference in the Prospectus, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities or (iv) that is a pricing amendment or supplement relating to Securities the purchase of which was not solicited by any Agent) and will afford the Agents a reasonable opportunity to comment on any such proposed amendment or supplement; and the Issuer will also advise each Agent of the filing of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or if it is necessary at any time to amend the Registration Statement or the Prospectus to comply with the Act, the Exchange Act or the Rules and Regulations (other than as contemplated in the parenthetical clause of Section 4(a) hereof), the Issuer will promptly notify each Agent to suspend solicitation of offers to purchase the Securities; and if the Issuer shall decide so to amend or supplement the Registration Statement or the Prospectus, it will promptly advise each Agent by telephone (with confirmation in writing) and will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Notwithstanding the foregoing, if, at the time of any notification to suspend solicitations, any Agent shall own any of the Securities with the intention of reselling them as contemplated by Section 11 hereof, or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred, the Issuer, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. (c) The Issuer, during the period when a prospectus relating to the Securities is required to be delivered under the Act, will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. The Issuer will promptly furnish each Agent with copies of all material press releases or announcements to the general public which are not filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and are not otherwise available on the IBM home page on the Internet, at "xxxx://xxx.xxx.xxx." The Issuer will also immediately notify each Agent of any downgrading in the rating of the Securities or any other debt securities of the Issuer, or any proposal to downgrade the rating of the Securities or any other debt securities of the Issuer, by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), as soon as the Issuer learns of such downgrading or proposal to downgrade. (d) The Issuer will furnish to each Agent copies of the Prospectus and all amendments and supplements thereto, and all amendments to the Registration Statement after the date hereof (other than an amendment or supplement (i) relating to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities the purchase of which was not solicited by any Agent), in each case as soon as available and in such quantities as are reasonably requested. (e) The Issuer will arrange for the qualification of the Securities for sale and the termination of their eligibility for investment under the laws of such jurisdictions as the Agents designate and will continue such qualifications in effect so long as required for the distribution of the Securities. (f) So long as any Securities are outstanding, if so requested by the Agents, the Issuer will furnish to the Agents, (i) as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year, (ii) as soon as available, a copy of each report or definitive proxy statement of the Issuer, if any, filed with the Commission under the Exchange Act or mailed to stockholders, and (iii) from time to time, such other information concerning the Issuer as the Agents may reasonably request. (g) Unless otherwise agreed, the Issuer will pay all expenses incident to the performance of its obligations under this Agreement and will reimburse each Agent for any expenses (including fees and disbursements of counsel) incurred by it in connection with qualification of the Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions as such Agent may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities, for expenses incurred in distributing the Prospectus and all supplements thereto, any preliminary prospectuses and any preliminary prospectus supplements, to each Agent and for the reasonable fees and disbursements of counsel to the Agents.

Certain Agreements of the Issuer. The Issuer agrees with the Agents that, in connection with each offering of Securities, (a) The Issuer will advise each Agent promptly of any proposal to amend or supplement the Registration Statement or the Prospectus (other than an amendment or supplement (i) providing solely for a change in the terms of the Securities, (ii) by means of the filing of materials incorporated by reference in the Prospectus, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities or (iv) that is a pricing amendment or supplement relating to Securities the purchase of which was not solicited by any Agent) and will afford the Agents a reasonable opportunity to comment on any such proposed amendment or supplement; and the Issuer will also advise each Agent of the filing of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or if it is necessary at any time to amend the Registration Statement or the Prospectus to comply with the Act, the Exchange Act or the Rules and Regulations (other than as contemplated in the parenthetical clause of Section 4(a) hereof), the Issuer will promptly notify each Agent to suspend solicitation of offers to purchase the Securities; and if the Issuer shall decide so to amend or supplement the Registration Statement or the Prospectus, it will promptly advise each Agent by telephone (with confirmation in writing) and will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Notwithstanding the foregoing, if, at the time of any notification to suspend solicitations, any Agent shall own any of the Securities with the intention of reselling them as contemplated by Section 11 hereof, or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred, the Issuer, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. (c) The Issuer, during the period when a prospectus relating to the Securities is required to be delivered under the Act, will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. The Issuer will promptly furnish each Agent with copies of all material press releases or announcements to the general public which are not filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and are not otherwise available on the IBM home page on the Internet, at "xxxx://xxx.xxx.xxx." The Issuer will also immediately notify each Agent of any downgrading in the rating of the Securities or any other debt securities of the Issuer, or any proposal to downgrade the rating of the Securities or any other debt securities of the Issuer, by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), as soon as the Issuer learns of such downgrading or proposal to downgrade. (d) The Issuer will furnish to each Agent copies of the Prospectus and all amendments and supplements thereto, and all amendments to the Registration Statement after the date hereof (other than an amendment or supplement (i) relating to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities the purchase of which was not solicited by any Agent), in each case as soon as available and in such quantities as are reasonably requested. (e) The Issuer will arrange for the qualification of the Securities for sale and the termination determination of their eligibility for investment under the laws of such jurisdictions as the Agents designate and will continue such qualifications in effect so long as required for the distribution of the Securities. (f) So long as any Securities are outstanding, if so requested by the Agents, the Issuer will furnish to the Agents, (i) as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year, (ii) as soon as available, a copy of each report or definitive proxy statement of the Issuer, if any, filed with the Commission under the Exchange Act or mailed to stockholders, and (iii) from time to time, such other information concerning the Issuer as the Agents may reasonably request. (g) Unless otherwise agreed, the The Issuer will pay all expenses incident to the performance of its obligations under this Agreement and will reimburse each Agent for any expenses (including fees and disbursements of counsel) incurred by it in connection with qualification of the Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions as such Agent may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities, for expenses incurred in distributing the Prospectus and all supplements thereto, any preliminary prospectuses and any preliminary prospectus supplements, supplements to each Agent and for the reasonable fees and disbursements of counsel to the Agents. (h) The Issuer confirms as of the date hereof, and each acceptance by the Issuer of an offer to purchase Securities will be deemed an affirmation, that the Issuer is in compliance with all provisions of Section 1 of the Laws of Florida, Chapter 92-198, An Act Relating to Disclosure of Doing Business with Cuba, and the Issuer further agrees that if it commences engaging in business with the government of Cuba or with any person or affiliate located in Cuba after the date the Registration Statement becomes effective with the Commission or with the Florida Department of Banking and Finance (the "Department"), whichever date is later, or if the information reported in the Prospectus, if any, concerning the Issuer's business with Cuba or with any person or affiliate located in Cuba changes in any material way, the Issuer will provide the Department notice of such business or change, as appropriate, in a form acceptable to the Department.

Certain Agreements of the Issuer. The Issuer agrees with the Agents Placement Agent that, in connection with each offering of Securities,: (a) The Issuer will advise each Agent promptly of any proposal to amend or supplement the Registration Statement or the Prospectus (other than an amendment or supplement (i) providing solely for a change in the terms of the Securities, (ii) by means of the filing of materials incorporated by reference in the Prospectus, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities or (iv) that is a pricing amendment or supplement relating to Securities the purchase of which was not solicited by any Agent) and will afford the Agents a reasonable opportunity to comment on any such proposed amendment or supplement; and the Issuer will also advise each Agent of the filing of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or if it is necessary at any time to amend the Registration Statement or the Prospectus to comply with the Act, the Exchange Act or the Rules and Regulations (other than as contemplated in the parenthetical clause of Section 4(a) hereof), the Issuer will promptly notify each Agent to suspend solicitation of offers to purchase the Securities; and if the Issuer shall decide so to amend or supplement the Registration Statement or the Prospectus, it will promptly advise each Agent by telephone (with confirmation in writing) and will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Notwithstanding the foregoing, if, at the time of any notification to suspend solicitations, any Agent shall own any of the Securities with the intention of reselling them as contemplated by Section 11 hereof, or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred, the Issuer, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. (c) The Issuer, during the period when a prospectus relating to the Securities is required to be delivered under the Act, will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. The Issuer will promptly furnish each Agent with copies of all material press releases or announcements to the general public which are not filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and are not otherwise available on the IBM home page on the Internet, at "xxxx://xxx.xxx.xxx." The Issuer will also immediately notify each Agent of any downgrading in the rating of the Securities or any other debt securities of the Issuer, or any proposal to downgrade the rating of the Securities or any other debt securities of the Issuer, by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), as soon as the Issuer learns of such downgrading or proposal to downgrade. (d) The Issuer will furnish to each Agent copies of the Prospectus and all amendments and supplements thereto, and all amendments to the Registration Statement after the date hereof (other than an amendment or supplement (i) relating to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities the purchase of which was not solicited by any Agent), in each case as soon as available and in such quantities as are reasonably requested. (e) The Issuer will arrange for the qualification of the Securities Notes for sale and the termination of their eligibility for investment under the laws of such jurisdictions states in the United States as the Agents designate Placement Agent designates and will continue such qualifications in effect so long as required for the distribution sale of the Securities.Notes by the Placement Agent; provided that the Issuer will not be required to qualify as a foreign corporation or to file a general consent to service of process in any such state; (fi) So long as any Securities are outstanding, if so requested by the Agents, the Issuer will furnish to the Agents, (i) as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year, (ii) as soon as available, a copy of each report or definitive proxy statement of the Issuer, if any, filed with the Commission under the Exchange Act or mailed to stockholders, and (iii) Placement Agent from time to time, time such other information concerning the Issuer as the Agents Placement Agent may reasonably request.request and (ii) in connection with the placement of the Notes by the Placement Agent, will make its officers, employees, independent accountants and legal counsel reasonably available upon request by the Placement Agent; (gc) Unless otherwise agreedduring the period of two years after the Class A-2 Note Issue Date, the Issuer will, upon request, furnish to the Placement Agent and any holder of Notes a copy of the restrictions on transfer applicable to the Notes; (d) the Issuer will not be or become an investment company that is or is required to be registered under Section 8 of the Investment Company Act; (i) the Issuer will pay all of the expenses incident incidental to the performance of its their obligations under this Agreement and the other Transaction Documents including but not limited to (A) the fees and expenses of the Trustee and its respective professional advisers, (B) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Notes, the preparation and printing of this Agreement, the other Transaction Documents and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Notes and (C) any reasonable expenses incurred in connection with the Placement and (ii) in addition, the Issuer will reimburse each the Placement Agent upon demand for any its reasonable out-of-pocket expenses (including fees and disbursements of counsel) incurred by it in connection with qualification its acting as placement agent hereunder to the extent and in the manner as shall be separately agreed in writing; (f) the Issuer will extend to the purchasers and all prospective investors in Notes the opportunity to ask questions of, and receive answers from, the Issuer concerning the Notes and the terms and conditions of the offering thereof and to obtain such information as such purchasers or prospective investors may consider necessary in making an informed investment decision, provided that the Issuer shall be under no obligation to divulge information that is proprietary or confidential; (i) all payments to be made by the Issuer hereunder shall be made without withholding or deduction for or on account of any present or future taxes, duties or governmental charges whatsoever unless the Issuer is compelled by law to deduct or withhold such taxes, duties or charges and (ii) in that event, the Issuer so compelled shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had been made; (h) the Issuer will use the proceeds from the sale of the Notes in the manner described in Section 3.3 of the Indenture; (i) prior to the date occurring one year after the Class A-2 Note Issue Date, the Issuer will not issue any press release or other communication directly or indirectly or hold any press conference with respect to the Issuer’s financial condition, earnings, or business prospects, without the prior written consent of the Placement Agent, unless in the judgment of the Issuer and its counsel, and after notification to the Placement Agent, such press release or communication is required by law; (j) the Issuer will, for so long as any Notes are outstanding and at any time that it is not a reporting company under Section 13 or 15(d) of the Exchange Act and is not exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, upon request of any holder of Notes, furnish to such holder, and to any prospective purchaser or purchasers of Notes designated by such holder, information satisfying the requirements of subsection (d)(4) of Rule 144A under the Securities Act (it being agreed that this covenant is for the benefit of the holders from time to time of the Notes and prospective purchasers of the Notes designated by such holders); (k) the Issuer will ensure that none of its Affiliates will offer, sell or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Securities Act) which could be integrated with the sale of the Notes in a manner that would require the registration of the Notes under the Securities Act; (l) the Issuer will not offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, contract or disposition would cause the exemption afforded by Section 4(a)(2) of the Securities for Act to cease to be applicable to the offer and sale and determination of their eligibility for investment the Notes; (m) during the period of two years after the Class A-2 Note Issue Date, the Issuer will not resell any of the Notes which constitute “restricted securities” under Rule 144 under the laws of such jurisdictions as such Agent may designate and Securities Act that have been reacquired by it; (n) the printing of memoranda relating theretoIssuer shall not offer the Notes in its own or any affiliated participant-directed Plan; provided that, for the purposes hereof, (i) “Plan” means an ERISA Plan or any fees charged by investment rating agencies for the rating other “plan” (as defined in Section 4975(e)(1) of the Securities, for expenses incurred in distributing the Prospectus and all supplements thereto, any preliminary prospectuses and any preliminary prospectus supplements, to each Agent and for the reasonable fees and disbursements of counsel Code) that is subject to the Agents.provisions of Section 4975 of the Code, or any entity whose underlying assets include the assets of any such plan and (ii) “ERISA Plan” means an “employee benefit plan” (as defined in Section 3(3) of ERISA) which is subject to the provisions or Title I of ERISA, or any entity whose underlying assets include the assets of any such plan;

Certain Agreements of the Issuer. The Issuer agrees with the Agents Distributors that it will furnish to Xxxxxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Distributors, one signed copy of the Registration Statement, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Securities, (a) The Issuer will prepare a Pricing Supplement with respect to any Securities to be offered and sold to or through one or more Distributors pursuant to this Agreement and, after approval of such Pricing Supplement by such Distributor or Distributors, will file such Pricing Supplement with the Commission pursuant to and in accordance with Rule 424(b) under the Act. (b) The Issuer will advise each Agent Distributor promptly of any proposal to amend or supplement the Registration Statement or the Prospectus (other than an amendment or supplement (i) providing solely for a change in the terms of the Securities, (ii) by means of the filing of materials incorporated by reference in the Prospectus, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities or (iv) that is a pricing amendment or supplement relating to Securities the purchase of which was not solicited by any Agent) and will afford the Agents Distributors a reasonable opportunity to comment on any such proposed amendment or supplementsupplement (other than any Pricing Supplement that relates to Securities not purchased through or by such Distributor), and if the Issuer effects any amendment or supplementation of the Registration Statement or the Prospectus to which a Distributor objects, such Distributor shall be relieved of its obligations under Section 3(b) to solicit offers to purchase Securities until such time as the Issuer shall have filed such further amendments or supplements such that such Distributor is reasonably satisfied with the Registration Statement and the Prospectus, as then amended or supplemented; and the Issuer will also advise each Agent Distributor promptly of the filing and effectiveness of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best commercially reasonable efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (bc) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Prospectus Prospectus, as then amended or supplemented supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or if it is necessary at any such time to amend the Registration Statement or the Prospectus to comply with the Act, the Exchange Act or the Rules and Regulations (other than as contemplated in the parenthetical clause of Section 4(a) hereof), the Issuer will promptly notify each Agent Distributor by telephone (with confirmation in writing) to suspend solicitation of offers to purchase the SecuritiesSecurities and to cease making offers or sales of Securities which a Distributor may then own as principal; and if the Issuer shall decide so to amend or supplement the Registration Statement or the Prospectus, it will promptly advise each Agent Distributor by telephone (with confirmation in writing) and and, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Notwithstanding the foregoing, if, at the time of any notification such event occurs or it becomes necessary to suspend solicitationsamend the Prospectus to comply with the Act, any Agent Distributor shall own any of the Securities with the intention of reselling them as contemplated by Section 11 hereofthem, or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred, the Issuer, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the Distributors' consent to, nor their delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5. (cd) The Issuer, during the period when a prospectus relating to the Securities is required to be delivered under the Act, Issuer will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. The In addition, on or prior to the date on which the Issuer will promptly furnish each Agent with copies of all material press releases or announcements makes any announcement to the general public concerning earnings or concerning any other event which are not is required to be described, or which the Issuer proposes to describe, in a document filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and are not otherwise available on the IBM home page on the Internet, at "xxxx://xxx.xxx.xxx." The Issuer will also immediately notify each Agent of any downgrading in the rating of the Securities or any other debt securities of the Issuer, or any proposal to downgrade the rating of the Securities or any other debt securities of the Issuer, by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), as soon as the Issuer learns of such downgrading or proposal to downgrade. (d) The Issuer will furnish to each Agent copies of the Prospectus and all amendments and supplements thereto, and all amendments to the Registration Statement after the date hereof (other than an amendment or supplement (i) relating to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities the purchase of which was not solicited by any Agent), in each case as soon as available and in such quantities as are reasonably requested. (e) The Issuer will arrange for the qualification of the Securities for sale and the termination of their eligibility for investment under the laws of such jurisdictions as the Agents designate and will continue such qualifications in effect so long as required for the distribution of the Securities. (f) So long as any Securities are outstanding, if so requested by the Agents, the Issuer will furnish the information contained or to be contained in such announcement to each Distributor or will notify each Distributor of the availability thereof. At any time when a prospectus relating to the AgentsSecurities is required to be delivered under the Act, the Issuer will, subject to the provisions of subsections (a) and (b) of this Section, promptly cause the Prospectus to be amended or supplemented to reflect the information contained in any such announcement made (i) as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for during such year, (ii) as soon as available, a copy of each report or definitive proxy statement of the Issuer, if any, filed with the Commission under the Exchange Act or mailed to stockholders, and (iii) from time to time, such other information concerning the Issuer as the Agents may reasonably request. (g) Unless otherwise agreed, the Issuer will pay all expenses incident to the performance of its obligations under this Agreement and will reimburse each Agent for any expenses (including fees and disbursements of counsel) incurred by it in connection with qualification of the Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions as such Agent may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities, for expenses incurred in distributing the Prospectus and all supplements thereto, any preliminary prospectuses and any preliminary prospectus supplements, to each Agent and for the reasonable fees and disbursements of counsel to the Agents.or

Certain Agreements of the Issuer. The Issuer agrees with the Agents Distributor that it will furnish to Cleary, Gottlieb, Xxxxx & Xxxxxxxx, counsel for the Distributor, one signed copy of the Registration Statement, including all exhibits, in the form it became effective and of all amendments and supplements thereto and that, in connection with each offering of Securities,: (a) The Issuer will prepare a Pricing Supplement with respect to any Securities to be offered and sold to or through the Distributor pursuant to this Agreement and, after approval of such Pricing Supplement by the Distributor, will file such Pricing Supplement with the Commission pursuant to and in accordance with Rule 424(b) under the Act. (b) The Issuer will advise each Agent the Distributor promptly of any proposal to amend or supplement the Registration Statement or the Prospectus (other than an amendment or supplement (i) providing solely for a change in the terms of the Securities, (ii) by means of the filing of materials incorporated by reference in the Prospectus, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities or (iv) that is a pricing amendment or supplement relating to Securities the purchase of which was not solicited by any Agent) and will afford the Agents Distributor a reasonable opportunity to comment on any such proposed amendment or supplementsupplement (other than any Pricing Supplement that relates to Securities not purchased through or by such Distributor), and if the Issuer effects any amendment or supplementation of the Registration Statement or the Prospectus to which the Distributor objects, the Distributor shall be relieved of its obligations under Section 3(b) to solicit offers to purchase Securities until such time as the Issuer shall have filed such further amendments or supplements such that the Distributor is reasonably satisfied with the Registration Statement and the Prospectus, as then amended or supplemented; and the Issuer will also advise each Agent the Distributor promptly of the filing and effectiveness of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (bc) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Prospectus Prospectus, as then amended or supplemented supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or if it is necessary at any such time to amend the Registration Statement or the Prospectus to comply with the Act, the Exchange Act or the Rules and Regulations (other than as contemplated in the parenthetical clause of Section 4(a) hereof), the Issuer will promptly notify each Agent the Distributor by telephone (with confirmation in writing) to suspend solicitation of offers to purchase the SecuritiesSecurities and to cease making offers or sales of Securities which a Distributor may then own as principal; and if the Issuer shall decide so to amend or supplement the Registration Statement or the Prospectus, it will promptly advise each Agent the Distributor by telephone (with confirmation in writing) and and, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Notwithstanding the foregoing, if, at the time of any notification such event occurs or it becomes necessary to suspend solicitationsamend the Prospectus to comply with the Act, any Agent the Distributor shall own any of the Securities with the intention of reselling them as contemplated by Section 11 hereofthem, or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred, the Issuer, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the Distributor's consent to, nor its delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5. (cd) The Issuer, during the period when a prospectus relating to the Securities is required to be delivered under the Act, Issuer will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. In addition, on or prior to the date on which the Issuer makes any announcement to the general public concerning earnings or concerning any other event which is required to be described, or which the Issuer proposes to describe, in a document filed pursuant to the Exchange Act, the Issuer will furnish the information contained or to be contained in such announcement to the Distributor, confirmed in writing and, subject to the provisions of subsections (a) and (b) of this Section, will cause the Prospectus to be amended or supplemented to reflect the information contained in such announcement. The Issuer also will promptly furnish each Agent the Distributor with copies of all material press releases or announcements to the general public which are not filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(dpublic. (e) of the Exchange Act and are not otherwise available on the IBM home page on the Internet, at "xxxx://xxx.xxx.xxx." The Issuer will also immediately notify each Agent the Distributor of any downgrading in the rating of the Securities or any other debt securities of the Issuer, Issuer or any proposal to downgrade the rating of the Securities or any other debt securities of the Issuer, Issuer by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Issuer (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading of such rating), as soon as the Issuer learns of such downgrading or downgrading, proposal to downgradedowngrade or public announcement. (df) As soon as practicable, but not later than 16 months, after the date of each acceptance by the Issuer of an offer to purchase Securities hereunder, the Issuer will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the later of (i) the effective date of the Registration Statement relating to the Registered Securities, (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of such acceptance and (iii) the date of the Issuer's most recent Annual Report on Form 10-K filed with the Commission prior to the date of such acceptance, which will satisfy the provisions of Section 11(a) of the Act. (g) The Issuer will furnish to each Agent the Distributor copies of the Registration Statement, including all exhibits, any related preliminary prospectus, any related preliminary prospectus supplement, the Prospectus and all amendments and supplements thereto, and all amendments to the Registration Statement after the date hereof such documents (other than an amendment or supplement (i) relating to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities the purchase of which was not solicited by including any AgentPricing Supplement), in each case as soon as available and in such quantities as are reasonably requested. (eh) The Issuer will arrange for the qualification of the Securities for sale and the termination determination of their eligibility for investment under the laws of such jurisdictions as the Agents designate Distributor designates and will continue such qualifications in effect so long as required for the distribution of the Securitiesdistribution. (fi) So long as any Securities are outstanding, if so requested by the Agents, the Issuer will furnish to the AgentsDistributor, (i) as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year, if any, (ii) as soon as available, a copy of each report or definitive proxy statement of the Issuer, if any, Issuer filed with the Commission under the Exchange Act or mailed to stockholders, if any, and (iii) from time to time, such other information concerning the Issuer as the Agents Distributor may reasonably request. (gj) Unless otherwise agreed, the The Issuer will pay pay, or reimburse the Distributor for, all expenses incident to the performance of its obligations under this Agreement and will reimburse each Agent the Distributor for any expenses (including fees and disbursements of counsel) incurred by it in connection with qualification of the Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions as such Agent the Distributor may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities, for any filing fee incident to, and the reasonable fees and disbursements of counsel to the Distributor in connection with, review by the National Association of Securities Dealers, Inc. relating to the Securities, for expenses incurred by the Distributor in distributing the Prospectus and all supplements theretothereto (including any Pricing Supplement), any preliminary prospectuses and any preliminary prospectus supplements, to each Agent for costs incurred by the Distributor in advertising any offering of Securities and for the Distributor's reasonable expenses (including the reasonable fees and disbursements of counsel to the AgentsDistributor) incurred in connection with the establishment or maintenance of the program contemplated by this Agreement or otherwise in connection with the activities of the Distributor under this Agreement. (l) Between the date on which the Distributor agrees to purchase Securities from the Issuer as principal for resale and the date of delivery of such Securities, the Issuer will not offer or sell, or enter into any agreement to sell, pledge, or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to any of its debt securities (other than such Securities) in the United States, other than borrowings under the Issuer's revolving credit agreements and lines of credit, the private placement of securities and issuances of its commercial paper, or publicly disclose the intention to make any such offer, sale, pledge or disposition or filing.

Certain Agreements of the Issuer. The Issuer agrees with the Agents several Purchasers that, in connection with each offering of Securities,: (a) The Issuer will advise each Agent CSFBC promptly of any proposal to amend or supplement the Registration Statement or the Prospectus (other than an amendment or supplement (i) providing solely for a change in the terms of the Securities, (ii) by means of the filing of materials incorporated by reference in the Prospectus, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities or (iv) that is a pricing amendment or supplement relating to Securities the purchase of which was not solicited by any Agent) Offering Document and will afford the Agents a reasonable opportunity to comment on any such proposed amendment or supplement; and the Issuer will also advise each Agent of the filing of any not effect such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. supplementation without CSFBC's consent (b) which consent shall not be unreasonably withheld). If, at any time when a prospectus relating prior to the completion of the resale of the Offered Securities is required to be delivered under by the ActPurchasers, any event occurs as a result of which the Prospectus Offering Document as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is deliveredmade, not misleading, or if it is necessary at any such time to amend the Registration Statement or the Prospectus to comply with the Act, the Exchange Act or the Rules and Regulations (other than as contemplated in the parenthetical clause of Section 4(a) hereof), the Issuer will promptly notify each Agent to suspend solicitation of offers to purchase the Securities; and if the Issuer shall decide so to amend or supplement the Registration Statement or Offering Document to comply with any applicable law, the ProspectusIssuer promptly will notify CSFBC of such event and promptly will prepare, it will promptly advise each Agent by telephone (with confirmation in writing) and will promptly prepare and file with the Commission at its own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Notwithstanding Neither CSFBC's consent to, nor the foregoing, if, at the time of any notification Purchasers' delivery to suspend solicitationsofferees or investors of, any Agent such amendment or supplement shall own constitute a waiver of any of the Securities with the intention of reselling them as contemplated by conditions set forth in Section 11 hereof, or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred, the Issuer, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance6. (c) The Issuer, during the period when a prospectus relating to the Securities is required to be delivered under the Act, will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. The Issuer will promptly furnish each Agent with copies of all material press releases or announcements to the general public which are not filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and are not otherwise available on the IBM home page on the Internet, at "xxxx://xxx.xxx.xxx." The Issuer will also immediately notify each Agent of any downgrading in the rating of the Securities or any other debt securities of the Issuer, or any proposal to downgrade the rating of the Securities or any other debt securities of the Issuer, by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), as soon as the Issuer learns of such downgrading or proposal to downgrade. (db) The Issuer will furnish to each Agent the Purchasers copies of the Prospectus Offering Document and all amendments and supplements thereto, and all amendments to the Registration Statement after the date hereof (other than an amendment or supplement (i) relating to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities the purchase of which was not solicited by any Agent)such document, in each case as soon as available and in such quantities as are the Purchasers reasonably requestedrequest, and the Issuer will furnish to CSFBC on the Closing Date four copies of the Offering Document signed by a duly authorized officer of the Issuer, one of which will include the independent accountants' reports with respect to the financial statements included therein manually signed by such independent accountants. At any time when the Issuer is not subject to Section 13 or 15(d) of the Exchange Act, the Issuer will promptly furnish or cause to be furnished to CSFBC and, upon request, to each of the other Purchasers and, upon request of holders and prospective purchasers of the Offered Securities, to such holders and purchasers, copies of the information required to be delivered to holders and prospective purchasers of the Offered Securities pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto) in order to permit compliance with Rule 144A in connection with resales by such holders of the Offered Securities. The Issuer will pay the expenses of printing and distributing to the Purchasers all such documents. (ec) The Issuer will use its best efforts to arrange for the qualification of the Offered Securities for sale and the termination determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as the Agents designate CSFBC reason ably designates and will continue such qualifications in effect so long as required for the distribution resale of the SecuritiesOffered Securities by the Purchasers; provided, however, that the Issuer will not be required to qualify as a foreign corporation or to file a general consent to service of process in any such jurisdiction. (fd) So long as any Securities are outstanding, if so requested by During the Agentsperiod of five years after the Closing Date, the Issuer will furnish to CSFBC and, upon request, to each of the Agentsother Purchasers, (i) as soon as practicable after the end of each fiscal year, a copy of its the Issuer's annual report to stockholders for such year; and the Issuer will furnish to CSFBC and, upon request, to each of the other Purchasers (iii) as soon as available, a copy of each report or and any definitive proxy statement of the Issuer, if any, Issuer filed with the Commission under the Exchange Act or mailed to stockholders, stockholders and (iiiii) from time to time, such other publicly available information concerning the Issuer as the Agents Purchasers may reasonably request. (e) During the period of two years after the Closing Date, the Issuer will, upon request, furnish to the Purchasers and any holder of Offered Securities a copy of the restrictions on transfer applicable to the Offered Securities. (f) During the period of two years after the Closing Date, the Issuer will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Offered Securities that have been reacquired by any of them. (g) Unless otherwise agreedDuring the period of two years after the Closing Date, the Issuer will not be or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act, and the Issuer is not, or will not be or become, a closed-end investment company required to be registered, but not registered, under the Investment Company Act. (h) The Issuer will pay all expenses incident incidental to the performance of its obligations under this Agreement and will reimburse each Agent the Indentures, including (i) the fees and expenses of the Trustee and its professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities, the preparation and printing of this Agreement, the Offered Securities, the Indentures, the Offering Document and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Offered Securities; (iii) the cost of qualifying the Offered Securities for trading in The Private Offerings, Resale and Trading through Automated Linkages (PORTAL) market and any expenses incidental thereto; (iv) the cost of any advertising approved by the Issuer in connection with the issue of the Offered Securities; (v) any expenses (including fees and disbursements of counsel) incurred by it in connection with qualification of the Offered Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as such Agent may designate CSFBC designates and the printing of memoranda relating thereto, for ; (vi) any fees charged by investment rating agencies for the rating of the Offered Securities, for ; and (vii) all expenses incurred in distributing the Prospectus Offering Document (including any amendments and all supplements thereto) to the Purchasers. The Issuer will also pay or reimburse the Purchasers (to the extent incurred by them) for all travel expenses of the Issuer's officers and employees and any other expenses of the Issuer in connection with attending or hosting meetings with prospective purchasers of the Offered Securities from the Purchasers. (i) In connection with the offering, until CSFBC shall have notified the Issuer and the other Purchasers of the completion of the resale of the Offered Securities, neither the Issuer nor any of its affiliates has or will (unless required by the terms of the indenture governing such Offered Securities), either alone or with one or more other persons, bid for or purchase for any account in which it or any of its affiliates has a beneficial interest any Offered Securities or attempt to induce any person to purchase any Offered Securities; and neither they nor any of their affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Offered Securities. (j) The Issuer will not at any time offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any preliminary prospectuses securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and any preliminary prospectus supplements, sale of the Offered Securities. (k) The Issuer will cause each Offered Security to bear the legend set forth in the form of Note attached as Exhibit 1 to the Rule 144A/ Regulation S Appendix to the applicable Indenture until such legend shall no longer be necessary or advisable because the Offered Securities are no longer subject to the restrictions on transfer described therein. (l) The Issuer will cause the final offering circular to be delivered to each Agent and for participant in the reasonable fees and disbursements of counsel to the AgentsExchange Offer.

Certain Agreements of the Issuer. The Issuer agrees with the Agents Distributors that it will furnish to Xxxxx Xxxx & Xxxxxxxx, counsel for the Distributors, one signed copy of the Registration Statement, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Securities,Notes: (a) The Issuer will advise each Agent promptly of any proposal to amend or supplement the Registration Statement or the Prospectus (other than an amendment or supplement (i) providing solely for a change in the terms of the Securities, (ii) by means of the filing of materials incorporated by reference in the Prospectus, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities or (iv) that is a pricing amendment or supplement relating to Securities the purchase of which was not solicited by any Agent) if appropriate and will if time permits afford the Agents Distributors a reasonable opportunity to comment on any such proposed amendment or supplement; and supplement to the Registration Statement or the Prospectus in respect of the Notes (other than any Pricing Supplement) prior to the filing thereof. The Issuer will also promptly advise each Agent Distributor of the filing and effectiveness of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (b) If, at any time when a prospectus relating to the Securities Notes is required to be delivered under the Act, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or if it is necessary at any such time to amend the Registration Statement or the Prospectus to comply with the Act, the Exchange Act or the Rules and Regulations (other than as contemplated in the parenthetical clause of Section 4(a) hereof), the Issuer will promptly notify each Agent Distributor to suspend solicitation of offers to purchase the Securities; and Notes and, if the Issuer shall decide so to amend or supplement the Registration Statement or the Prospectus, it will promptly advise each Agent Distributor by telephone (with confirmation in writing) and and, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Notwithstanding the foregoing, if, at the time of any notification such event occurs or it becomes necessary to suspend solicitationsamend the Prospectus to comply with the Act, any Agent Distributor shall own any of the Securities Notes with the intention of reselling them as contemplated by Section 11 hereofthem, or the Issuer has accepted an offer to purchase Securities Notes but the related settlement has not occurred, the Issuer, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the Distributors' consent to, nor their delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5 hereof. (c) The Issuer, during the period when a prospectus relating to the Securities is required to be delivered under the Act, Issuer will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. The Issuer will furnish promptly furnish each Agent Distributor with copies of all material Forms 8-K, 10-Q and 10-K, proxy statements, annual reports to stockholders and all press releases or announcements to the general public which are not filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and are not otherwise available on the IBM home page on the Internet, at "xxxx://xxx.xxx.xxx." releases. The Issuer will also immediately notify each Agent Distributor of any downgrading in the rating of the Securities or any other debt securities of the Issuer, Issuer or any proposal to downgrade the rating of the Securities or any other debt securities of the Issuer, Issuer by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Issuer (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading of such rating), as soon as the Issuer learns of such downgrading or downgrading, proposal to downgradedowngrade or public announcement. (d) As soon as practicable, but not later than 16 months, after the date of each acceptance by the Issuer of an offer to purchase Notes hereunder, the Issuer will make generally available to its security holders an earnings statement which will satisfy the provisions of Section 11(a) of the Act. (e) The Issuer will furnish to each Agent Distributor copies of any preliminary prospectus relating to the Notes, any preliminary prospectus supplement relating to the Notes, the Prospectus and all amendments and supplements thereto, and all amendments to such documents relating to the Registration Statement after Notes (except that any Pricing Supplement will be furnished only to the date hereof (other than an amendment or supplement (i) relating to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms Distributors acting as such in respect of the Securities the purchase of which was not solicited by any AgentNotes described therein), in each case as soon as available and in such quantities as are reasonably requested. (ef) The Issuer will arrange for the qualification of the Securities Notes for sale and the termination of their eligibility for investment under the laws of such jurisdictions as the Agents Distributors designate and will continue such qualifications in effect so long as required for the distribution of the Securities. (f) So long as any Securities are outstanding, if so requested by the Agents, distribution; provided that the Issuer will furnish shall not be required to the Agents, (i) as soon as practicable after the end qualify to do business in any jurisdiction where it is not now qualified or to file a general consent to service of each fiscal year, a copy of its annual report to stockholders for such year, (ii) as soon as available, a copy of each report or definitive proxy statement of the Issuer, if any, filed with the Commission under the Exchange Act or mailed to stockholders, and (iii) from time to time, such other information concerning the Issuer as the Agents may reasonably requestprocess in any jurisdiction. (g) Unless otherwise agreed, the Issuer will pay pay, or reimburse each Distributor for, all expenses incident to the performance of its obligations under this Agreement and will reimburse each Agent Distributor for any expenses (including fees and disbursements of counsel) incurred by it in connection with qualification of the Securities Notes for sale and determination of their eligibility for investment under the laws of such jurisdictions as such Agent Distributor may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the SecuritiesNotes, for any filing fee of the National Association of Securities Dealers, Inc. relating to the Notes, for expenses incurred by each Distributor in distributing the Prospectus and all supplements theretothereto (including any Pricing Supplement), any preliminary prospectuses and any preliminary prospectus supplements, supplements to each Agent such Prospectus and for each Distributor's reasonable out-of-pocket expenses (including the reasonable fees and disbursements of counsel to the AgentsDistributors) incurred in connection with the establishment or maintenance of the program contemplated by this Agreement or otherwise in connection with the activities of the Distributors under this Agreement. (h) Unless otherwise agreed, between the date on which any Distributor agrees to purchase Notes from the Issuer as principal for resale and the date of delivery of such Notes, the Issuer will not offer or sell, or enter into any agreement to sell, any of its debt securities (other than such Notes) in the United States, other than borrowings under the Issuer's revolving credit agreements and lines of credit, private placements of its securities and issuances of its commercial paper.

Certain Agreements of the Issuer. The Issuer agrees with the Agents that it will furnish to Coudert Brothers, counsel for the Agents, four (4) signed copies of the registration statements relating to the Registered Securities, including all exhibits, in the form that they became effective and of all amendments thereto and that, in connection with each offering of Securities, (a) The Issuer will advise each Agent promptly of any proposal to amend or supplement the Registration Statement Statements or the Prospectus (other than an amendment or supplement (i) providing solely for a change in the terms of the Securities, (ii) by means of the filing of materials incorporated by reference in the Prospectus, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities or (iv) that is a pricing amendment or supplement relating to Securities the purchase of which was not solicited by any Agent) and will afford the Agents a reasonable opportunity to comment on any such proposed amendment or supplementsupplement (other than any Pricing Supplement that relates to Securities not purchased through or by such Agent); and the Issuer will also advise each Agent of the filing and effectiveness of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement Statements or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (b) If, at any time when a prospectus relating to the Securities is required to be delivered under the ActAct and no suspension of solicitation of offers to purchase Securities pursuant to Section 3(b) or this Section 4(b) shall be in effect (any such time and any time when either any Agent shall own any Securities with the intention of reselling them or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred being referred to herein as a "Marketing Time"), any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, therein not misleading, or if it is necessary at any such time to amend the Registration Statement or the Prospectus to comply with the Act, the Exchange Act or the Rules and Regulations (other than as contemplated in the parenthetical clause of Section 4(a) hereof), the Issuer will promptly notify each Agent to suspend solicitation of offers to purchase the Securities; and if the Issuer shall decide so to amend or supplement the Registration Statement Statements or the Prospectus, it will promptly advise each Agent by telephone (with confirmation in writing) and will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Notwithstanding the foregoing, if, at the time of any notification to suspend solicitations, any Agent shall own any of the Securities with the intention of reselling them as contemplated by Section 11 hereof, or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred, the Issuer, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. (c) The Issuer, during the period when a prospectus relating to the Securities is required to be delivered under the Act, will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. The Issuer will promptly furnish each Agent with copies of all material press releases or announcements to the general public which are not filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and are not otherwise available on the IBM home page on the Internet, at "xxxx://xxx.xxx.xxx." The Issuer will also immediately notify each Agent of any downgrading in the rating of the Securities or any other debt securities of the Issuer, or any proposal to downgrade the rating of the Securities or any other debt securities of the Issuer, by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), as soon as the Issuer learns of such downgrading or proposal to downgrade. (d) The Issuer will furnish to each Agent copies of the Prospectus and all amendments and supplements thereto, and all amendments to the Registration Statement after the date hereof (other than an amendment or supplement (i) relating to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities the purchase of which was not solicited by any Agent), in each case as soon as available and in such quantities as are reasonably requested. (e) The Issuer will arrange for the qualification of the Securities for sale and the termination of their eligibility for investment under the laws of such jurisdictions as the Agents designate and will continue such qualifications in effect so long as required for the distribution of the Securities. (f) So long as any Securities are outstanding, if so requested by the Agents, the Issuer will furnish to the Agents, (i) as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year, (ii) as soon as available, a copy of each report or definitive proxy statement of the Issuer, if any, filed with the Commission under the Exchange Act or mailed to stockholders, and (iii) from time to time, such other information concerning the Issuer as the Agents may reasonably request. (g) Unless otherwise agreed, the Issuer will pay all expenses incident to the performance of its obligations under this Agreement and will reimburse each Agent for any expenses (including fees and disbursements of counsel) incurred by it in connection with qualification of the Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions as such Agent may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities, for expenses incurred in distributing the Prospectus and all supplements thereto, any preliminary prospectuses and any preliminary prospectus supplements, to each Agent and for the reasonable fees and disbursements of counsel to the Agents.and,

Certain Agreements of the Issuer. The Issuer agrees with the Agents that, in connection with each offering of Securities, (a) The Issuer will advise each Agent promptly of any proposal to amend or supplement the Registration Statement or the Prospectus (other than an amendment or supplement (i) providing solely for a change in the terms of the Securities, (ii) by means of the filing of materials incorporated by reference in the Prospectus, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities or (iv) that is a pricing amendment or supplement relating to Securities the purchase of which was not solicited by any Agent) and will afford the Agents a reasonable opportunity to comment on any such proposed amendment or supplement; and the Issuer will also advise each Agent of the filing of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order EXECUTION COPY and to obtain as soon as possible its lifting, if issued. (b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or if it is necessary at any time to amend the Registration Statement or the Prospectus to comply with the Act, the Exchange Act or the Rules and Regulations (other than as contemplated in the parenthetical clause of Section 4(a) hereof), the Issuer will promptly notify each Agent to suspend solicitation of offers to purchase the Securities; and if the Issuer shall decide so to amend or supplement the Registration Statement or the Prospectus, it will promptly advise each Agent by telephone (with confirmation in writing) and will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Notwithstanding the foregoing, if, at the time of any notification to suspend solicitations, any Agent shall own any of the Securities with the intention of reselling them as contemplated by Section 11 hereof, or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred, the Issuer, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. (c) The Issuer, during the period when a prospectus relating to the Securities is required to be delivered under the Act, will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. The Issuer will promptly furnish each Agent with copies of all material press releases or announcements to the general public which are not filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and are not otherwise available on the IBM home page on the Internet, at "xxxx://xxx.xxx.xxx." The Issuer will also immediately notify each Agent of any downgrading in the rating of the Securities or any other debt securities of the Issuer, or any proposal to downgrade the rating of the Securities or any other debt securities of the Issuer, by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), as soon as the Issuer learns of such downgrading or proposal to downgrade. (d) The Issuer will furnish to each Agent copies of the Prospectus and all amendments and supplements thereto, and all amendments to the Registration Statement after the date hereof (other than an amendment or supplement (i) relating to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities the purchase of which was not solicited by any Agent), in each case as soon as available and in such quantities as are reasonably requested. (e) The Issuer will arrange for the qualification of the Securities for sale and the termination of their eligibility for investment under the laws of such jurisdictions as the Agents designate and will continue such qualifications in effect so long as required for the distribution of the Securities. (f) So long as any Securities are outstanding, if so requested by the Agents, the Issuer will furnish to the Agents, (i) as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year, (ii) as soon as available, a copy of each report or definitive proxy statement of the Issuer, if any, filed with the Commission under the Exchange Act or mailed to stockholders, and (iii) from time to time, such other information concerning the Issuer as the Agents may reasonably request. (g) Unless otherwise agreed, the The Issuer will pay all expenses incident to the performance of its obligations under this Agreement and will reimburse each Agent for any expenses (including fees and disbursements of counsel) incurred by it in connection with qualification of the Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions as such Agent may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities, for expenses incurred in distributing the Prospectus and all supplements thereto, any preliminary prospectuses and any preliminary prospectus supplements, to each Agent and for the reasonable fees and disbursements of counsel to the Agents.

Certain Agreements of the Issuer. The Issuer agrees with the Agents Distributors that it will furnish to Sullivan & Cromwell, counsel for the Distributors, one signex xxxx xf txx Xxxxxtration Statement, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Securities, (a) The Issuer will prepare a Pricing Supplement, in substantially the forms set forth in Annexes D-1 and D-2 hereto or as otherwise agreed to by the parties, with respect to any Securities to be offered and sold to or through one or more Distributors pursuant to this Agreement and, after approval of such Pricing Supplement by such Distributor or Distributors, will file such Pricing Supplement with the Commission pursuant to and in accordance with Rule 424(b) under the Act. (b) The Issuer will advise each Agent Distributor promptly of any proposal to amend or supplement the Registration Statement or the Prospectus (other than an amendment or supplement (i) providing solely for a change in the terms of the Securities, (ii) by means of the filing of materials incorporated by reference in the Prospectus, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities or (iv) that is a pricing amendment or supplement relating to Securities the purchase of which was not solicited by any Agent) and will afford the Agents Distributors a reasonable opportunity to comment on any such proposed amendment or supplementsupplement (other than by a filing of (i) any Current Report on Form 8-K, any Quarterly Report on Form 10-Q and any Annual Report on Form 10-K, (ii) any prospectus supplement that does not relate to Securities and (iii) any Pricing Supplement that relates to Securities not purchased through or by such Distributor), and if the Issuer effects any amendment or supplementation of the Registration Statement or the Prospectus to which a Distributor objects, such Distributor shall be relieved of its obligations under Section 3(b) to solicit offers to purchase Securities until such time as the Issuer shall have filed such further amendments or supplements such that such Distributor is reasonably satisfied with the Registration Statement and the Prospectus, as then amended or supplemented; and the Issuer will also advise each Agent Distributor promptly of the filing and effectiveness of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (bc) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Prospectus Prospectus, as then amended or supplemented supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or if it is necessary at any such time to amend the Registration Statement or the Prospectus to comply with the Act, the Exchange Act or the Rules and Regulations (other than as contemplated in the parenthetical clause of Section 4(a) hereof), the Issuer will promptly notify each Agent Distributor by telephone (with confirmation in writing) to suspend solicitation of offers to purchase the SecuritiesSecurities and to cease making offers or sales of Securities which a Distributor may then own as principal; and if the Issuer shall decide so to amend or supplement the Registration Statement or the Prospectus, it will promptly advise each Agent Distributor by telephone (with confirmation in writing) and, subject to the provisions of subsections (a) and (b) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Notwithstanding the foregoing, if, at the time of any notification such event occurs or it becomes necessary to suspend solicitationsamend the Prospectus to comply with the Act, any Agent Distributor shall own any of the Securities with the intention of reselling them as contemplated by Section 11 hereofthem, or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred, the Issuer, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the Distributors' consent to, nor their delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5. (cd) The Issuer, during the period when a prospectus relating to the Securities is required to be delivered under the Act, Issuer will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. In addition, on or prior to the date on which the Issuer makes any announcement to the general public concerning earnings or concerning any other event which is required to be described, or which the Issuer proposes to describe, in a document filed pursuant to the Exchange Act, the Issuer will furnish the information contained or to be contained in such announcement to each Distributor, confirmed in writing and, subject to the provisions of subsections (a) and (b) of this Section, will cause the Prospectus to be amended or supplemented to reflect the information contained in such announcement. The Issuer also will promptly furnish each Agent Distributor with copies of all material press releases or announcements to the general public which are not filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(dpublic. (e) of the Exchange Act and are not otherwise available on the IBM home page on the Internet, at "xxxx://xxx.xxx.xxx." The Issuer will also immediately notify each Agent Distributor of any downgrading in the rating of the Securities or any other debt securities or preferred stock of the Issuer, Issuer or any proposal to downgrade the rating of the Securities or any other debt securities or preferred stock of the Issuer, Issuer by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities or preferred stock of the Issuer (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading of such rating), as soon as the Issuer learns of such downgrading or downgrading, proposal to downgradedowngrade or public announcement. (df) As soon as practicable, but not later than 16 months, after the date of each acceptance by the Issuer of an offer to purchase Securities hereunder, the Issuer will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the later of (i) the effective date of the registration statement relating to the Registered Securities, (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of such acceptance and (iii) the date of the Issuer's most recent Annual Report on Form 10-K filed with the Commission prior to the date of such acceptance, which will satisfy the provisions of Section 11(a) of the Act. (g) The Issuer will furnish to each Agent Distributor copies of the Registration Statement, including all exhibits, any related preliminary prospectus, any related preliminary prospectus supplement, the Prospectus and all amendments and supplements thereto, and all amendments to the Registration Statement after the date hereof such documents (other than an amendment or supplement (i) relating to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities the purchase of which was not solicited by including any AgentPricing Supplement), in each case as soon as available and in such quantities as are reasonably requested. (eh) The Issuer will arrange for the qualification of the Securities for sale and the termination determination of their eligibility for investment under the laws of such jurisdictions as the Agents Distributors designate and will continue such qualifications in effect so long as required for the distribution of the Securitiesdistribution. (fi) So long as any Securities are outstanding, if so requested by the Agents, the Issuer will furnish to the AgentsDistributors, (i) as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year, (ii) as soon as available, a copy of each annual report or definitive proxy statement of the Issuer, if any, Issuer filed with the Commission under the Exchange Act or mailed to stockholders, and (iii) from time to time, such other information concerning the Issuer as the Agents Distributors may reasonably request. (gj) Unless otherwise agreed, the The Issuer will pay pay, or reimburse each Distributor for, all reasonable expenses incident to the performance of its obligations under this Agreement and will reimburse each Agent Distributor for any expenses (including reasonable fees and disbursements of counsel) incurred by it in connection with qualification of the Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions as such Agent Distributor may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities, for any filing fee incident to, and the reasonable fees and disbursements of Sullivan & Cromwell, counsel to the Distributors, in connectxxx xxxx, review by the National Association of Securities Dealers, Inc. relating to the Securities, for reasonable expenses incurred by each Distributor in distributing the Prospectus and all supplements theretothereto (including any Pricing Supplement), any preliminary prospectuses and any preliminary prospectus supplementssupplements to such Distributor, to for reasonable costs incurred by each Agent Distributor in advertising any offering of Securities and for the reasonable fees and disbursements of Sullivan & Cromwell, counsel to the AgentsDistributors, incurred ix xxxxxxxion with the establishment or maintenance of the program contemplated by this Agreement. (k) Between the date on which any Distributor agrees to purchase Securities from the Issuer as principal for resale and the date of delivery of such Securities, the Issuer will not offer or sell, or enter into any agreement to sell, pledge, or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to any of its debt securities (other than such Securities) in the United States, other than borrowings under the Issuer's revolving credit agreements and lines of credit, the private placement of securities and issuances of its commercial paper, or publicly disclose the intention to make any such offer, sale, pledge or disposition or filing.

Certain Agreements of the Issuer. The Issuer agrees with the Agents Distributor that it will furnish to Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Distributor, one signed copy of the Registration Statement, including all exhibits, in the form it became effective and of all amendments and supplements thereto and that, in connection with each offering of Securities,: (a) The Issuer will prepare a Pricing Supplement with respect to any Securities to be offered and sold to or through the Distributor pursuant to this Agreement and, after approval of such Pricing Supplement by the Distributor, will file such Pricing Supplement with the Commission pursuant to and in accordance with Rule 424(b) under the Act. (b) The Issuer will advise each Agent the Distributor promptly of any proposal to amend or supplement the Registration Statement or the Prospectus (other than an amendment or supplement (i) providing solely for a change in the terms of the Securities, (ii) by means of the filing of materials incorporated by reference in the Prospectus, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities or (iv) that is a pricing amendment or supplement relating to Securities the purchase of which was not solicited by any Agent) and will afford the Agents Distributor a reasonable opportunity to comment on any such proposed amendment or supplementsupplement (other than any Pricing Supplement that relates to Securities not purchased through or by such Distributor), and if the Issuer effects any amendment or supplementation of the Registration Statement or the Prospectus to which the Distributor objects, the Distributor shall be relieved of its obligations under Section 3(b) to solicit offers to purchase Securities until such time as the Issuer shall have filed such further amendments or supplements such that the Distributor is reasonably satisfied with the Registration Statement and the Prospectus, as then amended or supplemented; and the Issuer will also advise each Agent the Distributor promptly of the filing and effectiveness of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (bc) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Prospectus Prospectus, as then amended or supplemented supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or if it is necessary at any such time to amend the Registration Statement or the Prospectus to comply with the Act, the Exchange Act or the Rules and Regulations (other than as contemplated in the parenthetical clause of Section 4(a) hereof), the Issuer will promptly notify each Agent the Distributor by telephone (with confirmation in writing) to suspend solicitation of offers to purchase the SecuritiesSecurities and to cease making offers or sales of Securities which a Distributor may then own as principal; and if the Issuer shall decide so to amend or supplement the Registration Statement or the Prospectus, it will promptly advise each Agent the Distributor by telephone (with confirmation in writing) and and, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Notwithstanding the foregoing, if, at the time of any notification such event occurs or it becomes necessary to suspend solicitationsamend the Prospectus to comply with the Act, any Agent the Distributor shall own any of the Securities with the intention of reselling them as contemplated by Section 11 hereofthem, or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred, the Issuer, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the Distributor’s consent to, nor its delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5. (cd) The Issuer, during the period when a prospectus relating to the Securities is required to be delivered under the Act, Issuer will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. In addition, on or prior to the date on which the Issuer makes any announcement to the general public concerning earnings or concerning any other event which is required to be described, or which the Issuer proposes to describe, in a document filed pursuant to the Exchange Act, the Issuer will furnish the information contained or to be contained in such announcement to the Distributor, confirmed in writing and, subject to the provisions of subsections (a) and (b) of this Section, will cause the Prospectus to be amended or supplemented to reflect the information contained in such announcement. The Issuer also will promptly furnish each Agent the Distributor with copies of all material press releases or announcements to the general public which are not filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(dpublic. (e) of the Exchange Act and are not otherwise available on the IBM home page on the Internet, at "xxxx://xxx.xxx.xxx." The Issuer will also immediately notify each Agent the Distributor of any downgrading in the rating of the Securities or any other debt securities of the Issuer, Issuer or any proposal to downgrade the rating of the Securities or any other debt securities of the Issuer, Issuer by any "“nationally recognized statistical rating organization" ” (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Issuer (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading of such rating), as soon as the Issuer learns of such downgrading or downgrading, proposal to downgradedowngrade or public announcement. (df) As soon as practicable, but not later than 16 months, after the date of each acceptance by the Issuer of an offer to purchase Securities hereunder, the Issuer will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the later of (i) the effective date of the Registration Statement relating to the Registered Securities, (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of such acceptance and (iii) the date of the Issuer’s most recent Annual Report on Form 10-K filed with the Commission prior to the date of such acceptance, which will satisfy the provisions of Section 11(a) of the Act. (g) The Issuer will furnish to each Agent the Distributor copies of the Registration Statement, including all exhibits, any related preliminary prospectus, any related preliminary prospectus supplement, the Prospectus and all amendments and supplements thereto, and all amendments to the Registration Statement after the date hereof such documents (other than an amendment or supplement (i) relating to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities the purchase of which was not solicited by including any AgentPricing Supplement), in each case as soon as available and in such quantities as are reasonably requested. (eh) The Issuer will arrange for the qualification of the Securities for sale and the termination determination of their eligibility for investment under the laws of such jurisdictions as the Agents designate Distributor designates and will continue such qualifications in effect so long as required for the distribution of the Securitiesdistribution. (fi) So long as any Securities are outstanding, if so requested by the Agents, the Issuer will furnish to the AgentsDistributor, (i) as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year, if any, (ii) as soon as available, a copy of each report or definitive proxy statement of the Issuer, if any, Issuer filed with the Commission under the Exchange Act or mailed to stockholders, if any, and (iii) from time to time, such other information concerning the Issuer as the Agents Distributor may reasonably request. (gj) Unless otherwise agreed, the The Issuer will pay pay, or reimburse the Distributor for, all expenses incident to the performance of its obligations under this Agreement and will reimburse each Agent the Distributor for any expenses (including fees and disbursements of counsel) incurred by it in connection with qualification of the Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions as such Agent the Distributor may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities, for any filing fee incident to, and the reasonable fees and disbursements of counsel to the Distributor in connection with, review by the National Association of Securities Dealers, Inc. relating to the Securities, for expenses incurred by the Distributor in distributing the Prospectus and all supplements theretothereto (including any Pricing Supplement), any preliminary prospectuses and any preliminary prospectus supplements, to each Agent for costs incurred by the Distributor in advertising any offering of Securities and for the Distributor’s reasonable expenses (including the reasonable fees and disbursements of counsel to the AgentsDistributor) incurred in connection with the establishment or maintenance of the program contemplated by this Agreement or otherwise in connection with the activities of the Distributor under this Agreement. (k) Between the date on which the Distributor agrees to purchase Securities from the Issuer as principal for resale and the date of delivery of such Securities, the Issuer will not offer or sell, or enter into any agreement to sell, pledge, or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to any of its debt securities (other than such Securities) in the United States, other than borrowings under the Issuer’s revolving credit agreements and lines of credit, the private placement of securities and issuances of its commercial paper, or publicly disclose the intention to make any such offer, sale, pledge or disposition or filing.

Certain Agreements of the Issuer. The Issuer agrees with the Agents several Purchasers that, in connection with each offering of Securities,: (a) The Issuer will advise each Agent CSFBEL promptly of any proposal to amend or supplement the Registration Statement or the Prospectus (other than an amendment or supplement (i) providing solely for a change in the terms of the Securities, (ii) by means of the filing of materials incorporated by reference in the Prospectus, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities or (iv) that is a pricing amendment or supplement relating to Securities the purchase of which was not solicited by any Agent) Offering Document and will afford the Agents a reasonable opportunity to comment on any such proposed amendment or supplement; and the Issuer will also advise each Agent of the filing of any not effect such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. supplementation without CSFBEL's consent (b) which consent shall not be unreasonably withheld). If, at any time when a prospectus relating prior to the completion of the resale of the Offered Securities is required to be delivered under by the ActPurchasers, any event occurs as a result of which the Prospectus Offering Document as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is deliveredmade, not misleading, or if it is necessary at any such time to amend the Registration Statement or the Prospectus to comply with the Act, the Exchange Act or the Rules and Regulations (other than as contemplated in the parenthetical clause of Section 4(a) hereof), the Issuer will promptly notify each Agent to suspend solicitation of offers to purchase the Securities; and if the Issuer shall decide so to amend or supplement the Registration Statement or Offering Document to comply with any applicable law, the ProspectusIssuer promptly will notify CSFBEL of such event and promptly will prepare, it will promptly advise each Agent by telephone (with confirmation in writing) and will promptly prepare and file with the Commission at its own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Notwithstanding Neither CSFBEL's consent to, nor the foregoing, if, at the time of any notification Purchasers' delivery to suspend solicitationsofferees or investors of, any Agent such amendment or supplement shall own constitute a waiver of any of the Securities with the intention of reselling them as contemplated by conditions set forth in Section 11 hereof, or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred, the Issuer, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance6. (c) The Issuer, during the period when a prospectus relating to the Securities is required to be delivered under the Act, will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. The Issuer will promptly furnish each Agent with copies of all material press releases or announcements to the general public which are not filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and are not otherwise available on the IBM home page on the Internet, at "xxxx://xxx.xxx.xxx." The Issuer will also immediately notify each Agent of any downgrading in the rating of the Securities or any other debt securities of the Issuer, or any proposal to downgrade the rating of the Securities or any other debt securities of the Issuer, by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), as soon as the Issuer learns of such downgrading or proposal to downgrade. (db) The Issuer will furnish to each Agent the Purchasers copies of the Prospectus Offering Document and all amendments and supplements thereto, and all amendments to the Registration Statement after the date hereof (other than an amendment or supplement (i) relating to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities the purchase of which was not solicited by any Agent)such document, in each case as soon as available and in such quantities as are the Purchasers reasonably requestedrequest, and the Issuer will furnish to CSFBEL on the Closing Date four copies of the Offering Document signed by a duly authorized officer of the Issuer, one of which will include the independent accountants' reports with respect to the financial statements included therein manually signed by such independent accountants. At any time when the Issuer is not subject to Section 13 or 15(d) of the Exchange Act, the Issuer will promptly furnish or cause to be furnished to CSFBEL and, upon request, to each of the other Purchasers and, upon request of holders and prospective purchasers of the Offered Securities, to such holders and purchasers, copies of the information required to be delivered to holders and prospective purchasers of the Offered Securities pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto) in order to permit compliance with Rule 144A in connection with resales by such holders of the Offered Securities. The Issuer will pay the expenses of printing and distributing to the Purchasers all such documents. (ec) The Issuer will use its best efforts to arrange for the qualification of the Offered Securities for sale and the termination determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as the Agents designate CSFBEL reasonably designates and will continue such qualifications in effect so long as required for the distribution resale of the SecuritiesOffered Securities by the Purchasers; provided, however, that the Issuer will not be required to qualify as a foreign corporation or to file a general consent to service of process in any such jurisdiction. (fd) So long as any Securities are outstanding, if so requested by During the Agentsperiod of five years after the Closing Date, the Issuer will furnish to CSFBEL and, upon request, to each of the Agentsother Purchasers, (i) as soon as practicable after the end of each fiscal year, a copy of its the Issuer's annual report to stockholders for such year; and the Issuer will furnish to CSFBEL and, upon request, to each of the other Purchasers (iii) as soon as available, a copy of each report or and any definitive proxy statement of the Issuer, if any, Issuer filed with the Commission under the Exchange Act or mailed to stockholders, stockholders and (iiiii) from time to time, such other publicly available information concerning the Issuer as the Agents Purchasers may reasonably request. (e) During the period of two years after the Closing Date, the Issuer will, upon request, furnish to the Purchasers and any holder of Offered Securities a copy of the restrictions on transfer applicable to the Offered Securities. (f) During the period of two years after the Closing Date, the Issuer will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Offered Securities that have been reacquired by any of them. (g) Unless otherwise agreedDuring the period of two years after the Closing Date, the Issuer will not be or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act, and the Issuer is not, or will not be or become, a closed-end investment company required to be registered, but not registered, under the Investment Company Act. (h) The Issuer will pay all expenses incident incidental to the performance of its obligations under this Agreement and will reimburse each Agent the Indentures, including (i) the fees and expenses of the Trustee, any paying agent or depositary and their respective professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities, the preparation and printing of this Agreement, the Offered Securities, the Indenture, the Offering Document and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Offered Securities; (iii) the cost of qualifying the Offered Securities for trading in The Private Offerings, Resale and Trading through Automated Linkages (PORTAL) market, the cost of listing the Offered Securities on the Luxembourg Stock Exchange and any expenses incidental thereto; (iv) the cost of any advertising approved by the Issuer in connection with the issue of the Offered Securities; (v) any expenses (including fees and disbursements of counsel) incurred by it in connection with qualification of the Offered Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as such Agent may designate CSFBEL designates and the printing of memoranda relating thereto, for ; (vi) any fees charged by investment rating agencies for the rating of the Offered Securities, for ; and (vii) all expenses incurred in distributing the Prospectus Offering Document (including any amendments and all supplements thereto) to the Purchasers. The Issuer will also pay or reimburse the Purchasers (to the extent incurred by them) for all travel expenses of the Issuer's officers and employees and any other expenses of the Issuer in connection with attending or hosting meetings with prospective purchasers of the Offered Securities from the Purchasers. (i) In connection with the offering, until CSFBEL shall have notified the Issuer and the other Purchasers of the completion of the resale of the Offered Securities, neither the Issuer nor any of its affiliates has or will (unless required by the terms of the indenture governing such Offered Securities), either alone or with one or more other persons, bid for or purchase for any account in which it or any of its affiliates has a beneficial interest any Offered Securities or attempt to induce any person to purchase any Offered Securities; and neither they nor any of their affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Offered Securities. (j) The Issuer will not at any time offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any preliminary prospectuses securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and any preliminary prospectus supplements, sale of the Offered Securities. (k) The Issuer will cause each Offered Security to bear the legend set forth in the form of Note attached as Exhibit 1 to the Rule 144A/ Regulation S Appendix to the applicable Indenture until such legend shall no longer be necessary or advisable because the Offered Securities are no longer subject to the restrictions on transfer described therein. (l) The Issuer will cause the final Dollar Notes Offering Circular to be delivered to each Agent and for participant in the reasonable fees and disbursements of counsel Exchange Offer. (m) The Issuer will use its best efforts in cooperation with the Purchasers to list the AgentsOffered Securities on the Luxembourg Stock Exchange.

Certain Agreements of the Issuer. The Issuer agrees and, unless otherwise specified, the Guarantors jointly and severally agree with the Agents several Initial Purchasers that, in connection with each offering of Securities,: (a) The Issuer will advise each Agent CSFBC promptly of any proposal to amend or supplement the Registration Statement or the Prospectus (other than an amendment or supplement (i) providing solely for a change in the terms of the Securities, (ii) by means of the filing of materials incorporated by reference in the Prospectus, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities or (iv) that is a pricing amendment or supplement relating to Securities the purchase of which was not solicited by any Agent) Offering Documents and will afford the Agents a reasonable opportunity to comment on any such proposed amendment or supplement; and the Issuer will also advise each Agent of the filing of any not effect such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (b) supplementation without CSFBC's consent. If, at any time when a prospectus relating prior to the completion of the initial resale of the Offered Securities is required to be delivered under by the ActInitial Purchasers, any event occurs as a result of which the Prospectus Offering Documents as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is deliveredmade, not misleading, or if it is necessary at any time to amend the Registration Statement or the Prospectus to comply with the Act, the Exchange Act or the Rules and Regulations (other than as contemplated in the parenthetical clause of Section 4(a) hereof), the Issuer promptly will notify CSFBC of such event and promptly notify each Agent to suspend solicitation of offers to purchase the Securities; and if the Issuer shall decide so to amend or supplement the Registration Statement or the Prospectuswill prepare, it will promptly advise each Agent by telephone (with confirmation in writing) and will promptly prepare and file with the Commission at its own expense, an amendment or supplement which will correct such statement or omission omission. Neither CSFBC's consent to, nor the Initial Purchasers' delivery to offerees or an amendment which will effect such compliance. Notwithstanding the foregoing, if, at the time of any notification to suspend solicitationsinvestors of, any Agent such amendment or supplement shall own constitute a waiver of any of the Securities with the intention of reselling them as contemplated by conditions set forth in Section 11 hereof, or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred, the Issuer, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance6. (c) The Issuer, during the period when a prospectus relating to the Securities is required to be delivered under the Act, will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. The Issuer will promptly furnish each Agent with copies of all material press releases or announcements to the general public which are not filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and are not otherwise available on the IBM home page on the Internet, at "xxxx://xxx.xxx.xxx." The Issuer will also immediately notify each Agent of any downgrading in the rating of the Securities or any other debt securities of the Issuer, or any proposal to downgrade the rating of the Securities or any other debt securities of the Issuer, by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), as soon as the Issuer learns of such downgrading or proposal to downgrade. (db) The Issuer will furnish to each Agent CSFBC copies of the Prospectus Preliminary Offering Circular, the Offering Documents and all amendments and supplements thereto, and all amendments to the Registration Statement after the date hereof (other than an amendment or supplement (i) relating to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities the purchase of which was not solicited by any Agent)such documents, in each case as soon as available and in such quantities as are CSFBC reasonably requestedrequests, and the Issuer will furnish to CSFBC on the date hereof three copies of the Offering Documents signed by a duly authorized officer of the Issuer, one of which will include the independent accountants' reports therein manually signed by such independent accountants. At any time when the Issuer is not subject to Section 13 or 15(d) of the Exchange Act, the Issuer will promptly furnish or cause to be furnished to CSFBC (and, upon request, to each of the other Initial Purchasers) and, upon request of holders and prospective purchasers of the Offered Securities, to such holders and purchasers, a reasonable number of copies of the information required to be delivered to holders and prospective purchasers of the Offered Securities pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto) in order to permit compliance with Rule 144A in connection with resales by such holders of the Offered Securities. The Issuer will pay the expenses of printing and distributing to the Initial Purchasers all such documents. (ec) The Issuer will arrange for the qualification of the Offered Securities for sale and the termination determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as the Agents designate CSFBC designates and will continue such qualifications in effect so long as required for the distribution resale of the SecuritiesOffered Securities by the Initial Purchasers; provided, however, that neither the Issuer nor any Guarantor will be required to qualify as a foreign corporation or to file a general consent to service of process in any such jurisdiction. (fd) So long as any Securities are outstandingDuring the period of five years after the Closing Date, if so requested by the Agents, each of STFI and the Issuer will furnish to CSFBC and, upon request, to each of the Agentsother Initial Purchasers, (i) as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the Issuer will furnish to CSFBC and upon request, to each of the other Initial Purchasers (iii) as soon as available, a copy of each report or and any definitive proxy statement of STFI or the Issuer, if any, Issuer (as applicable) filed with the Commission under the Exchange Act or mailed to stockholders, stockholders and (iiiii) from time to time, such other information concerning the Issuer and the Guarantors as the Agents CSFBC may reasonably request. (e) During the period of three years after the Closing Date, the Issuer will, upon request, furnish to CSFBC, each of the other Initial Purchasers and any holder of Offered Securities a copy of the restrictions on transfer applicable to the Offered Securities. (f) During the period of three years after the Closing Date, the Issuer will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Offered Securities that have been reacquired by any of them. (g) Unless otherwise agreedDuring the period of three years after the Closing Date, the Issuer will not be or become an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Issuer Act and is not, and will not be or become, a closed-end investment company required to be registered, but not registered, under the Investment Issuer Act. (h) Except following the effectiveness of the Exchange Offer or Shelf Registration Statement, as the case may be, the Issuer will not, and will not permit any affiliate (as such term is defined in Rule 501(b) under the Securities Act) of the Issuer or authorize or knowingly permit any person acting on its or their behalf to, solicit any offer to buy or offer to sell the Securities by means of any form of general solicitation or general advertising (as such terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act. (i) The Issuer will pay all expenses incident incidental to the performance of its the Issuer's and each Guarantors' obligations (as applicable) under the Operative Documents, including (i) the fees and expenses of the Trustee; (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities, the preparation and printing of this Agreement Agreement, the Registration Rights Agreement, the Offered Securities, the Indenture, the Guaranties, the Offering Documents and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Offered Securities; (iii) the cost of qualifying the Offered Securities for trading in the PORTAL market and any expenses incidental thereto; and (iv) the cost of any advertising approved by the Issuer in connection with the issue of the Offered Securities. The Issuer will also pay or reimburse each Agent the Initial Purchasers (to the extent incurred by them) for any reasonable expenses (including the reasonable fees and disbursements of counsel) incurred by it in connection with qualification of the Offered Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as such Agent may designate CSFBC designates and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Offered Securities, for all reasonable travel expenses of the Issuer's officers and employees and any other reasonable out-of-pocket expenses of the Issuer in connection with attending meetings with prospective purchasers of the Offered Securities from the Initial Purchasers and for expenses incurred in distributing the Prospectus Preliminary Offering Circular and the Offering Documents (including any amendments and supplements thereto). (j) In connection with the offering, until CSFBC shall have notified the Issuer and the other Initial Purchasers of the completion of the resale of the Offered Securities, neither the Issuer nor any of its affiliates has or will, either alone or with one or more other persons, bid for or purchase for any account in which it or any of its affiliates has a beneficial interest any Offered Securities or attempt to induce any person to purchase any Offered Securities; and neither it nor any of its affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Offered Securities. (k) For a period of 180 days after the date of the Offering Circular, none of STFI, the Issuer or any of its (l) The Issuer will apply the net proceeds of the offering and the sale of the Offered Securities in the manner set forth in the Offering Documents under the caption "Use of Proceeds". (m) The Issuer will use its best efforts to cause the Offered Securities to be eligible for the PORTAL trading system of the National Association of Securities Dealers, Inc. (n) The Issuer will cause each Note to bear the legend set forth in the form of Note attached as ExhibitEA to the Indenture until such legend shall no longer be necessary or advisable because the Offered Securities are no longer subject to the restrictions on transfer described therein. (o) The Issuer will comply with the Registration Rights Agreement and all supplements thereto, any preliminary prospectuses and any preliminary prospectus supplements, agreements set forth in the representation letter of the Issuer to each Agent and for the reasonable fees and disbursements of counsel The Depository Trust Issuer relating to the Agentsapproval of the Offered Securities for "book-entry" transfer.

Certain Agreements of the Issuer. The Issuer agrees with the Agents several Purchasers that, in connection with each offering of Securities,: (a) The Issuer will prepare and deliver to the Purchasers, as soon as reasonably practicable after the date hereof, the Offering Document, which shall be in a form substantially similar to the Confidential Offering Circular dated August 8, 1997 of the Issuer and WEC-II (the "August Offering Document"), with such changes as are necessary so that such document does not include material misstatements or omissions. The Issuer will advise each Agent CSFBC promptly of any proposal to amend or supplement the Registration Statement or the Prospectus (other than an amendment or supplement (i) providing solely for a change in the terms of the Securities, (ii) by means of the filing of materials incorporated by reference in the Prospectus, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities or (iv) that is a pricing amendment or supplement relating to Securities the purchase of which was not solicited by any Agent) Offering Document and will afford the Agents a reasonable opportunity to comment on any such proposed amendment or supplement; and the Issuer will also advise each Agent of the filing of any not effect such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. supplementation without CSFBC's consent (b) which consent shall not be unreasonably withheld). If, at any time when a prospectus relating prior to the completion of the resale of the Offered Securities is required to be delivered under by the ActPurchasers, any event occurs as a result of which the Prospectus Offering Document as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is deliveredmade, not misleading, or if it is necessary at any such time to amend the Registration Statement or the Prospectus to comply with the Act, the Exchange Act or the Rules and Regulations (other than as contemplated in the parenthetical clause of Section 4(a) hereof), the Issuer will promptly notify each Agent to suspend solicitation of offers to purchase the Securities; and if the Issuer shall decide so to amend or supplement the Registration Statement or Offering Document to comply with any applicable law, the ProspectusIssuer promptly will notify CSFBC of such event and promptly will prepare, it will promptly advise each Agent by telephone (with confirmation in writing) and will promptly prepare and file with the Commission at its own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Notwithstanding Neither CSFBC's consent to, nor the foregoing, if, at the time of any notification Purchasers' delivery to suspend solicitationsofferees or investors of, any Agent such amendment or supplement shall own constitute a waiver of any of the Securities with the intention of reselling them as contemplated by conditions set forth in Section 11 hereof, or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred, the Issuer, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance6. (c) The Issuer, during the period when a prospectus relating to the Securities is required to be delivered under the Act, will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. The Issuer will promptly furnish each Agent with copies of all material press releases or announcements to the general public which are not filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and are not otherwise available on the IBM home page on the Internet, at "xxxx://xxx.xxx.xxx." The Issuer will also immediately notify each Agent of any downgrading in the rating of the Securities or any other debt securities of the Issuer, or any proposal to downgrade the rating of the Securities or any other debt securities of the Issuer, by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), as soon as the Issuer learns of such downgrading or proposal to downgrade. (db) The Issuer will furnish to each Agent CSFBC copies of the Prospectus Offering Document and all amendments and supplements thereto, and all amendments to the Registration Statement after the date hereof (other than an amendment or supplement (i) relating to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities the purchase of which was not solicited by any Agent)such document, in each case as soon as available and in such quantities as are CSFBC reasonably requestedrequests, and the Issuer will furnish to CSFBC as soon as available three copies of the Offering Document signed by a duly authorized officer of the Issuer, one of which will include the independent accountants' reports therein manually signed by such independent accountants. At any time when the Issuer is not subject to Section 13 or 15(d) of the Exchange Act, such Issuer will promptly furnish or cause to be furnished to CSFBC (and, upon request, to each of the other Purchasers) and, upon request of holders and prospective purchasers of the Offered Securities, to such holders and purchasers, copies of the information required to be delivered to holders and prospective purchasers of the Offered Securities pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto) in order to permit compliance with Rule 144A in connection with resales by such holders of the Offered Securities. The Issuer will pay the expenses of printing and distributing to the Purchasers all such documents. (ec) The Issuer will use its best efforts to arrange for the qualification of the Offered Securities for sale and the termination determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as the Agents designate CSFBC reason ably designates and will continue such qualifications in effect so long as required for the distribution resale of the SecuritiesOffered Securities by the Purchasers; provided, however, that the Issuer will not be required to qualify as a foreign corporation or to file a general consent to service of process in any such state. (fd) So long as any Securities are outstanding, if so requested by During the Agentsperiod of five years after the Closing Date, the Issuer will furnish to CSFBC and, upon request, to each of the Agentsother Purchasers, (i) as soon as practicable after the end of each fiscal year, a copy of its the Issuer's annual report to stockholders for such year; and the Issuer will furnish to CSFBC and, upon request, to each of the other Purchasers (iii) as soon as available, a copy of each report or and any definitive proxy statement of the Issuer, if any, Issuer filed with the Commission under the Exchange Act or mailed to stockholders, stockholders and (iiiii) from time to time, such other publicly available information concerning the Issuer as the Agents CSFBC may reasonably request. (e) During the period of two years after the Closing Date, the Issuer will, upon request, furnish to the Purchasers and any holder of Offered Securities a copy of the restrictions on transfer applicable to the Offered Securities. (f) During the period of two years after the Closing Date, the Issuer will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Offered Securities that have been reacquired by any of them. (g) Unless otherwise agreedDuring the period of two years after the Closing Date, the Issuer will not be or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act, and the Issuer is not, or will not be or become, a closed-end investment company required to be registered, but not registered, under the Investment Company Act. (h) The Issuer will pay all expenses incident incidental to the performance of its the Issuer's obligations under this Agreement and will reimburse each Agent the Indenture, including (i) the fees and expenses of the Trustee and its professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities, the preparation and printing of this Agreement, the Offered Securities, the Indenture, the Offering Document and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Offered Securities; (iii) the cost of qualifying the Offered Securities for trading in The Private Offerings, Resale and Trading through Automated Linkages (PORTAL) market and any expenses incidental thereto; (iv) the cost of any advertising approved by the Issuer in connection with the issue of the Offered Securities; (v) any expenses (including fees and disbursements of counsel) incurred by it in connection with qualification of the Offered Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as such Agent may designate CSFBC designates and the printing of memoranda relating thereto, for ; (vi) any fees charged by investment rating agencies for the rating of the Offered Securities, for ; and (vii) all expenses incurred in distributing the Prospectus Offering Document (including any amendments and all supplements thereto, any preliminary prospectuses and any preliminary prospectus supplements, ) to each Agent and the Purchasers. The Issuer will also pay or reimburse the Purchasers for 50% of the reasonable fees and disbursements expenses of counsel the Purchasers' counsel, Cravath, Swaine & Xxxxx, incurred in connection with the transactions contemplated in this Agreement. (i) In connection with the offering, until CSFBC shall have notified the Issuer and the other Purchasers of the completion of the resale of the Offered Securities, neither the Issuer nor any of its affiliates has or will (unless required by the terms of the indenture governing such Offered Securities), either alone or with one or more other persons, bid for or purchase for any account in which it or any of its affiliates has a beneficial interest any Offered Securities or attempt to induce any person to purchase any Offered Securities; and neither they nor any of their affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Offered Securities. (j) The Issuer will not at any time offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the Agentsoffer and sale of the Offered Securities. (k) The Issuer will cause each Offered Security to bear the legend set forth in the form of Note attached as Exhibit 1 to the Rule 144A/ Regulation S Appendix to the relevant Indenture until such legend shall no longer be necessary or advisable because the Offered Securities are no longer subject to the restrictions on transfer described therein.

Certain Agreements of the Issuer. The Issuer agrees with the Agents several Purchasers that, in connection with each offering of Securities,: (a) The Issuer will advise each Agent CSFBC promptly of any proposal to amend or supplement the Registration Statement or the Prospectus (other than an amendment or supplement (i) providing solely for a change in the terms of the Securities, (ii) by means of the filing of materials incorporated by reference in the Prospectus, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities or (iv) that is a pricing amendment or supplement relating to Securities the purchase of which was not solicited by any Agent) Offering Document and will afford the Agents a reasonable opportunity to comment on any such proposed amendment or supplement; and the Issuer will also advise each Agent of the filing of any not effect such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. supplementation without CSFBC's consent (b) which consent shall not be unreasonably withheld). If, at any time when a prospectus relating prior to the completion of the resale of the Offered Securities is required to be delivered under by the ActPurchasers, any event occurs as a result of which the Prospectus Offering Document as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is deliveredmade, not misleading, or if it is necessary at any such time to amend the Registration Statement or the Prospectus to comply with the Act, the Exchange Act or the Rules and Regulations (other than as contemplated in the parenthetical clause of Section 4(a) hereof), the Issuer will promptly notify each Agent to suspend solicitation of offers to purchase the Securities; and if the Issuer shall decide so to amend or supplement the Registration Statement or Offering Document to comply with any applicable law, the ProspectusIssuer promptly will notify CSFBC of such event and promptly will prepare, it will promptly advise each Agent by telephone (with confirmation in writing) and will promptly prepare and file with the Commission at its own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Notwithstanding Neither CSFBC's consent to, nor the foregoing, if, at the time of any notification Purchasers' delivery to suspend solicitationsofferees or investors of, any Agent such amendment or supplement shall own constitute a waiver of any of the Securities with the intention of reselling them as contemplated by conditions set forth in Section 11 hereof, or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred, the Issuer, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance6. (c) The Issuer, during the period when a prospectus relating to the Securities is required to be delivered under the Act, will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. The Issuer will promptly furnish each Agent with copies of all material press releases or announcements to the general public which are not filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and are not otherwise available on the IBM home page on the Internet, at "xxxx://xxx.xxx.xxx." The Issuer will also immediately notify each Agent of any downgrading in the rating of the Securities or any other debt securities of the Issuer, or any proposal to downgrade the rating of the Securities or any other debt securities of the Issuer, by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), as soon as the Issuer learns of such downgrading or proposal to downgrade. (db) The Issuer will furnish to each Agent CSFBC copies of the Prospectus Offering Document and all amendments and supplements thereto, and all amendments to the Registration Statement after the date hereof (other than an amendment or supplement (i) relating to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities the purchase of which was not solicited by any Agent)such document, in each case as soon as available and in such quantities as are CSFBC reasonably requestedrequests, and the Issuer will furnish to CSFBC on the Closing Date three copies of the Offering Document signed by a duly authorized officer of the Issuer, one of which will include the independent accountants' reports therein manually signed by such independent accountants. At any time when the Issuer is not subject to Section 13 or 15(d) of the Exchange Act, the Issuer will promptly furnish or cause to be furnished to CSFBC (and, upon request, to each of the other Purchasers) and, upon request of holders and prospective purchasers of the Offered Securities, to such holders and purchasers, copies of the information required to be delivered to holders and prospective purchasers of the Offered Securities pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto) in order to permit compliance with Rule 144A in connection with resales by such holders of the Offered Securities. The Issuer will pay the expenses of printing and distributing to the Purchasers all such documents. (ec) The Issuer will use its best efforts to arrange for the qualification of the Offered Securities for sale and the termination determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as the Agents designate CSFBC reasonably designates and will continue such qualifications in effect so long as required for the distribution resale of the SecuritiesOffered Securities by the Purchasers; provided, however, that the Issuer will not be required to qualify as a foreign corporation or to file a general consent to service of process in any such jurisdiction. (fd) So long as any Securities are outstanding, if so requested by During the Agentsperiod of five years after the Closing Date, the Issuer will furnish to CSFBC and, upon request, to each of the Agentsother Purchasers, (i) as soon as practicable after the end of each fiscal year, a copy of its the Issuer's annual report to stockholders for such year; and the Issuer will furnish to CSFBC and, upon request, to each of the other Purchasers (iii) as soon as available, a copy of each report or and any definitive proxy statement of the Issuer, if any, Issuer filed with the Commission under the Exchange Act or mailed to stockholders, stockholders and (iiiii) from time to time, such other publicly available information concerning the Issuer as the Agents CSFBC may reasonably request. (e) During the period of two years after the Closing Date, the Issuer will, upon request, furnish to the Purchasers and any holder of Offered Securities a copy of the restrictions on transfer applicable to the Offered Securities. (f) During the period of two years after the Closing Date, the Issuer will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Offered Securities that have been reacquired by any of them. (g) Unless otherwise agreedDuring the period of two years after the Closing Date, the Issuer will not be or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act, and the Issuer is not, or will not be or become, a closed-end investment company required to be registered, but not registered, under the Investment Company Act. (h) The Issuer will pay all expenses incident incidental to the performance of its the Issuer's obligations under this Agreement and will reimburse each Agent the Indentures, including (i) the fees and expenses of the Trustee and its professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities, the preparation and printing of this Agreement, the Offered Securities, the Indenture, the Offering Document and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Offered Securities; (iii) the cost of qualifying the Offered Securities for trading in The Private Offerings, Resale and Trading through Automated Linkages (PORTAL) market and any expenses incidental thereto; (iv) the cost of any advertising approved by the Issuer in connection with the issue of the Offered Securities; (v) any expenses (including fees and disbursements of counsel) incurred by it in connection with qualification of the Offered Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as such Agent may designate CSFBC designates and the printing of memoranda relating thereto, for ; (vi) any fees charged by investment rating agencies for the rating of the Offered Securities, for ; and (vii) all expenses incurred in distributing the Prospectus Offering Document (including any amendments and all supplements thereto) to the Purchasers. The Issuer will also pay or reimburse the Purchasers (to the extent incurred by them) for all travel expenses of the Issuer's officers and employees and any other expenses of the Issuer in connection with attending or hosting meetings with prospective purchasers of the Offered Securities from the Purchasers. (i) In connection with the offering, until CSFBC shall have notified the Issuer and the other Purchasers of the completion of the resale of the Offered Securities, neither the Issuer nor any of its affiliates has or will (unless required by the terms of the indenture governing such Offered Securities), either alone or with one or more other persons, bid for or purchase for any account in which it or any of its affiliates has a beneficial interest any Offered Securities or attempt to induce any person to purchase any Offered Securities; and neither they nor any of their affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Offered Securities. (j) The Issuer will not at any time offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any preliminary prospectuses and any preliminary prospectus supplementssecurities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act or the safe harbor of Regulation S thereunder to each Agent and for the reasonable fees and disbursements of counsel cease to be applicable to the Agentsoffer and sale of the Offered Securities. (k) The Issuer will cause each Offered Security to bear the legend set forth in the form of Note attached as Exhibit 1 to the Rule 144A/ Regulation S Appendix to the applicable Indenture until such legend shall no longer be necessary or advisable because the Offered Securities are no longer subject to the restrictions on transfer described therein.

Certain Agreements of the Issuer. The Issuer agrees with the Agents Distributor that it will furnish to Xxxxx Xxxxxxxxxx, counsel for the Distributor, one signed copy of the Registration Statement, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Securities, (a) The Issuer will prepare a Pricing Supplement with respect to any Securities to be offered and sold to or through the Distributor pursuant to this Agreement and, after approval of such Pricing Supplement by the Distributor, will file such Pricing Supplement with the Commission pursuant to and in accordance with Rule 424(b) under the Act. (b) The Issuer will advise each Agent the Distributor promptly of any proposal to amend or supplement the Registration Statement or the Prospectus (other than an amendment or supplement (i) providing solely for a change in the terms of the Securities, (ii) by means of the filing of materials incorporated by reference in the Prospectus, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities or (iv) that is a pricing amendment or supplement relating to Securities the purchase of which was not solicited by any Agent) and will afford the Agents Distributor a reasonable opportunity to comment on any such proposed amendment or supplementsupplement (other than any Pricing Supplement that relates to Securities not purchased through or by such Distributor), and if the Issuer affects any amendment or supplementation of the Registration Statement or the Prospectus to which the Distributor objects, the Distributor shall be relieved of its obligations under Section 3(b) to solicit offers to purchase Securities until such time as the Issuer shall have filed such further amendments or supplements such that the Distributor is reasonably satisfied with the Registration Statement and the Prospectus, as then amended or supplemented; and the Issuer will also advise each Agent the Distributor promptly of the filing and effectiveness of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (bc) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs or a condition exists as a result of which the Prospectus Prospectus, as then amended or supplemented supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or if it is necessary at any such time to amend the Registration Statement or the Prospectus to comply with the Act, the Exchange Act or the Rules and Regulations (other than as contemplated in the parenthetical clause of Section 4(a) hereof), the Issuer will promptly notify each Agent the Distributor by telephone (with confirmation in writing) to suspend solicitation of offers to purchase the SecuritiesSecurities and to cease making offers or sales of Securities which a Distributor may then own as principal; and if the Issuer shall decide so to amend or supplement the Registration Statement or the Prospectus, it will promptly advise each Agent the Distributor by telephone (with confirmation in writing) and and, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Notwithstanding the foregoing, if, at the time of any notification such event occurs or it becomes necessary to suspend solicitationsamend the Prospectus to comply with the Act, any Agent the Distributor shall own any of the Securities with the intention of reselling them as contemplated by Section 11 hereofthem, or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred, the Issuer, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the Distributor's consent to, nor its delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5. (cd) The Issuer, during the period when a prospectus relating to the Securities is required to be delivered under the Act, Issuer will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. In addition, on the date on which the Issuer makes any announcement to the general public concerning earnings or concerning any other event which is required to be described, or which the Issuer proposes to describe, in a document filed pursuant to the Exchange Act, the Issuer will furnish the information contained or to be contained in such announcement to the Distributor, confirmed in writing and, subject to the provisions of subsections (a) and (b) of this Section, will cause the Prospectus to be amended or supplemented to reflect the information contained in such announcement. The Issuer also will promptly furnish each Agent the Distributor with copies of all material press releases or announcements to the general public which are not filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(dpublic. (e) of the Exchange Act and are not otherwise available on the IBM home page on the Internet, at "xxxx://xxx.xxx.xxx." The Issuer will also immediately notify each Agent the Distributor of any downgrading in the rating of the Securities or any other debt securities of the Issuer, Issuer or any proposal to downgrade the rating of the Securities or any other debt securities of the Issuer, Issuer by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Issuer (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading of such rating), as soon as the Issuer learns of such downgrading or downgrading, proposal to downgradedowngrade or public announcement. (df) As soon as practicable, but not later than 16 months, after the date of each acceptance by the Issuer of an offer to purchase Securities hereunder, the Issuer will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the later of (i) the effective date of the registration statement relating to the Registered Securities, (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of such acceptance and (iii) the date of the Issuer's most recent Annual Report on Form 10-K filed with the Commission prior to the date of such acceptance, which will satisfy the provisions of Section 11(a) of the Act. (g) The Issuer will furnish to each Agent the Distributor copies of the Registration Statement, including all exhibits, any related preliminary prospectus, any related preliminary prospectus supplement, the Prospectus and all amendments and supplements thereto, and all amendments to the Registration Statement after the date hereof such documents (other than an amendment or supplement (i) relating to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities the purchase of which was not solicited by including any AgentPricing Supplement), in each case as soon as available and in such quantities as are reasonably requested. (eh) The Issuer will arrange for the qualification of the Securities for sale and the termination determination of their eligibility for investment under the laws of such jurisdictions as the Agents designate Distributor designates and will continue such qualifications in effect so long as required for the distribution of the Securitiesthereof. (fi) So long as any Securities are outstanding, if so requested by the Agents, the Issuer will furnish to the AgentsDistributor, (i) as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year, (ii) as soon as available, a copy of each report or definitive proxy statement of the Issuer, if any, Issuer filed with the Commission under the Exchange Act or mailed to stockholders, and (iii) from time to time, such other information concerning the Issuer as the Agents Distributor may reasonably request. (gj) Unless otherwise agreed, the The Issuer will pay pay, or reimburse the Distributor for, all reasonable expenses incident to the performance of its obligations under this Agreement and will reimburse each Agent the Distributor for any reasonable expenses (including reasonable fees and disbursements of counsel) incurred by it in connection with qualification of the Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions as such Agent the Distributor may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities, for expenses incurred in distributing the Prospectus any filing fee incident to, and all supplements thereto, any preliminary prospectuses and any preliminary prospectus supplements, to each Agent and for the reasonable fees and disbursements of counsel to the AgentsDistributor in connection with, review by the National Association of Securities Dealers, Inc. relating to the Securities, for expenses incurred by the Distributor in distributing the Prospectus and all supplements thereto (including any Pricing Supplement), any preliminary prospectuses and any preliminary prospectus supplements to the Distributor, for costs incurred by the Distributor in advertising any offering of Securities and for the Distributor's reasonable expenses (including the reasonable fees and disbursements of counsel to the Distributor) incurred in connection with the establishment or maintenance of the program contemplated by this Agreement or otherwise in connection with the activities of the Distributor under this Agreement. (k) Between the date on which the Distributor agrees to purchase Securities from the Issuer as principal for resale and the date of delivery of such Securities, the Issuer will not offer or sell, or enter into any agreement to sell, pledge, or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to any of its debt securities (other than such Securities) in the United States, other than borrowings under the Issuer's revolving credit agreements and lines of credit, the private placement of securities and issuances of its commercial paper, or publicly disclose the intention to make any such offer, sale, pledge or disposition or filing.

Certain Agreements of the Issuer. The Issuer agrees with the Agents Distributors that it will furnish to [Name of Underwriters' Counsel], counsel for the Distributors, one conformed copy of the Registration Statement, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Securities,: (a) The Issuer will prepare a Pricing Supplement, in substantially the forms set forth in Exhibits X-0, X-0 and D-3 or as otherwise agreed to by the parties, with respect to any Securities to be offered and sold to or through one or more Distributors pursuant to this Agreement and, after approval of such Pricing Supplement by such Distributor or Distributors, will file such Pricing Supplement with the Commission pursuant to Rule 424(b) under the Securities Act. (b) The Issuer will advise each Agent Distributor promptly of any proposal to amend or supplement the Registration Statement or the Prospectus (other than an amendment or supplement (i) providing solely for a change in the terms of the Securities, (ii) by means of the filing of materials incorporated by reference in the Prospectus, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities or (iv) that is a pricing amendment or supplement relating to Securities the purchase of which was not solicited by any Agent) and will afford the Agents Distributors a reasonable opportunity to comment on any such proposed amendment or supplement, other than by a filing of: (i) any Current Report on Form 8-K, any Quarterly Report on Form 10-Q and any Annual Report on Form 10-K; (ii) any prospectus supplement that does not relate to Securities; and (iii) any Pricing Supplement that relates to Securities not purchased through or by such Distributor. If the Issuer effects any amendment or supplementto the Registration Statement or the Prospectus to which a Distributor objects, such Distributor shall be relieved of its obligations under Section 3(b) to solicit offers to purchase Securities until such time as the Issuer shall have filed such further amendments or supplements such that such Distributor is reasonably satisfied with the Registration Statement and the Prospectus, as then amended or supplemented. The Issuer promptly will also advise each Agent Distributor of the filing and effectiveness of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (bc) If, at any time when a prospectus relating to the Securities is required to be delivered under the Securities Act, any event occurs as a result of which the Prospectus Prospectus, as then amended or supplemented supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or if it is necessary at any such time to amend the Registration Statement or the Prospectus to comply with the Securities Act, the Exchange Act or the Rules and Regulations (other than as contemplated in the parenthetical clause of Section 4(a) hereof), the Issuer promptly will promptly notify each Agent Distributor by telephone, with confirmation in writing, to suspend solicitation of offers to purchase the Securities; Securities and if to cease making offers or sales of Securities which a Distributor may then own as principal. If the Issuer shall decide so to amend or supplement the Registration Statement or the Prospectus, it promptly will promptly advise each Agent Distributor by telephone (telephone, with confirmation in writing, and, subject to the provisions of Sections 4(a) and (b), promptly will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Notwithstanding the foregoing, if, at the time of any notification such event occurs or it becomes necessary to suspend solicitationsamend the Prospectus to comply with the Securities Act, any Agent Distributor shall own any of the Securities with the intention of reselling them as contemplated by Section 11 hereofthem, or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred, the Issuer, subject to the provisions of subsection (a) of this SectionSection 4(a), will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the Distributors' consent to, nor their delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5. (cd) The Issuer, during the period when a prospectus relating to the Securities is required to be delivered under the Act, Issuer promptly will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. . (e) The Issuer promptly will promptly furnish each Agent with copies of all material press releases or announcements to the general public which are not filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and are not otherwise available on the IBM home page on the Internet, at "xxxx://xxx.xxx.xxx." The Issuer will also immediately notify each Agent Distributor of any downgrading in the rating of the Securities or any other debt securities or preferred stock of the Issuer, or any proposal to downgrade the rating of the Securities or any other debt securities of the Issuer, Issuer by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Securities Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities or preferred stock of the Issuer (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading of such rating), as soon as the Issuer learns of such downgrading or downgrading, proposal to downgradedowngrade or public announcement. (df) As soon as practicable, but not later than 16 months after the date of each acceptance by the Issuer of an offer to purchase Securities hereunder, the Issuer will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the later of (i) the effective date of the registration statement relating to the Registered Securities, (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of such acceptance and (iii) the date of the Issuer's most recent Annual Report on Form 10-K filed with the Commission prior to the date of such acceptance, which will satisfy the provisions of Section 11(a) of the Securities Act. (g) The Issuer will furnish to each Agent Distributor copies of the Registration Statement, including all exhibits, any related preliminary prospectus, any related preliminary prospectus supplement, the Prospectus and all amendments and supplements theretoto such documents, and all amendments to the Registration Statement after the date hereof (other than an amendment or supplement (i) relating to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities the purchase of which was not solicited by including any Agent)Pricing Supplement, in each case as soon as available and in such quantities as are reasonably requested. (eh) The Issuer will arrange for the qualification of the Securities for sale and the termination determination of their eligibility for investment under the laws of such jurisdictions as the Agents Distributors designate and will continue such qualifications in effect so long as required for the distribution of the Securitiesdistribution. (fi) So long as any Securities are outstanding, if so requested by the Agents, the The Issuer will furnish to the Agentspay, (i) as soon as practicable after the end of or reimburse each fiscal yearDistributor for, a copy of its annual report to stockholders for such year, (ii) as soon as available, a copy of each report or definitive proxy statement of the Issuer, if any, filed with the Commission under the Exchange Act or mailed to stockholders, and (iii) from time to time, such other information concerning the Issuer as the Agents may reasonably request. (g) Unless otherwise agreed, the Issuer will pay all reasonable expenses incident to the performance of its obligations under this Agreement and will reimburse each Agent Distributor for any expenses (expenses, including reasonable fees and disbursements of counsel) , incurred by it in connection with qualification of the Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions as such Agent Distributor may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities, for any filing fee incident to review by the National Association of Securities Dealers, Inc. relating to the Securities, for reasonable expenses incurred by each Distributor in distributing the Prospectus and all supplements thereto, including any Pricing Supplement, any preliminary prospectuses and any preliminary prospectus supplementssupplements to such Distributor, to for reasonable costs incurred by each Agent Distributor in advertising any offering of Securities and for the reasonable fees and disbursements of[Name of Underwriters' Counsel], counsel to the AgentsDistributors, incurred in connection with the establishment or maintenance of the program contemplated by this Agreement. (j) If specified in the applicable Terms Agreement, between the date on which any Distributor agrees to purchase Securities from the Issuer as principal for resale and the date of delivery of such Securities, the Issuer will not offer or sell, or enter into any agreement to sell, pledge, or otherwise dispose of, directly or indirectly, any of its debt securities other than such Securities in the United States, other than borrowings under the Issuer's revolving credit agreements and lines of credit, the private placement of securities and issuances of its commercial paper, without the prior written consent of such Distributor.

Certain Agreements of the Issuer. The Issuer covenants and agrees with the Agents that, in connection with each offering of Securities,Initial Purchaser as follows: (a) The Issuer will advise each Agent promptly of any proposal to amend or supplement the Registration Statement or the Prospectus (other than an amendment or supplement (i) providing solely for a change in the terms of the Securities, (ii) by means of the filing of materials incorporated by reference in the Prospectus, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities or (iv) that is a pricing amendment or supplement relating to Securities the purchase of which was not solicited by any Agent) and will afford the Agents a reasonable opportunity to comment on any such proposed amendment or supplement; and the Issuer will also advise each Agent of the filing of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (b) If, at any time when a prospectus relating prior to the Securities is required to be delivered under earlier of the Actcompletion of the distribution and the 90th day following the Closing Date, any event occurs involving the Issuer or, to the knowledge of a Responsible Officer, the Collateral Manager shall occur as a result of which the Prospectus Final Memorandum (as then amended or supplemented supplemented) would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is deliveredmade, not misleading, the Issuer will immediately notify the Initial Purchaser and will prepare and furnish to the Initial Purchaser an amendment or if it is necessary supplement to the Final Memorandum that will correct such statement or omission. The Issuer will not at any time amend or supplement the Final Memorandum (i) prior to amend having furnished the Registration Statement Initial Purchaser with a copy of the proposed form of the amendment or supplement and giving the Prospectus Initial Purchaser a reasonable opportunity to comply review the same or (ii) except to the extent the Issuer may determine that the Issuer is required to so disclose pursuant to applicable law and after consultation with the ActInitial Purchaser (and, in such a circumstance, shall remove all references to the Exchange Act Initial Purchaser therefrom if so requested by the Initial Purchaser), in a manner to which the Initial Purchaser or its counsel shall object. (b) During the Rules and Regulations (other than as contemplated period referred to in the parenthetical clause of Section 4(a) hereof6(a), the Issuer will promptly notify furnish to the Initial Purchaser, without charge, copies of the Final Memorandum (including all exhibits and documents incorporated by reference therein), the Transaction Documents, and all amendments or supplements to such documents, in each Agent case, as soon as reasonably available and in such quantities as the Initial Purchaser may from time to suspend solicitation time reasonably request. (c) Subject to compliance with Regulation FD, at all times during the course of offers the private placement contemplated hereby and prior to purchase the Securities; and if Closing Date, (i) the Issuer shall decide so will make available to amend each offeree (x) the Additional Offering Documents and (y) such information concerning any other relevant matters as it or supplement any of its affiliates possess or can acquire without unreasonable effort or expense, as determined in good faith by it or such affiliate, as applicable, (ii) the Registration Statement Issuer will provide each offeree the opportunity to ask questions of, and receive answers from, it concerning the terms and conditions of the offering and to obtain any additional information, to the extent it or any of its affiliates possess such information or can acquire it without unreasonable effort or expense (as determined in good faith by it or such affiliate, as applicable), necessary to verify the accuracy of the information furnished to the offeree, (iii) the Issuer will not publish or disseminate any material in connection with the offering of the Notes except as contemplated herein or as consented to by the Initial Purchaser, (iv) the Issuer will advise the Initial Purchaser promptly of the receipt by the Issuer of any communication from the SEC or any state securities authority concerning the offering or sale of the Notes, (v) the Issuer will advise the Initial Purchaser promptly of the commencement of any lawsuit or proceeding to which the Issuer is a party relating to the offering or sale of the Notes, and (vi) the Issuer will advise the Initial Purchaser of the suspension of the qualification of the Notes for offering or sale in any jurisdiction, or the Prospectusinitiation or threat of any procedure for any such purpose. (d) Subject to compliance with Regulation FD, it the Issuer will promptly advise each Agent furnish, upon the written request of any Noteholder or of any owner of a beneficial interest in a Note, such information as is specified in paragraph (d)(4) of Rule 144A under the Securities Act (i) to such Noteholder or beneficial owner, (ii) to a prospective purchaser of such Note or interest therein designated by telephone such Noteholder or beneficial owner, or (iii) to the Trustee for delivery to such Noteholder, beneficial owner or prospective purchaser, in order to permit compliance by such Noteholder or beneficial owner with confirmation Rule 144A under the Securities Act in writing) and will promptly prepare and file connection with the Commission an amendment resale of such Note or supplement which will correct beneficial interest therein by such statement holder or omission or an amendment which will effect such compliance. Notwithstanding beneficial owner in reliance on Rule 144A under the foregoing, ifSecurities Act unless, at the time of any notification to suspend solicitationssuch request, any Agent shall own any of the Securities with the intention of reselling them as contemplated by Section 11 hereof, or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred, the Issuer, is subject to the provisions reporting requirements of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. (c) The Issuer, during the period when a prospectus relating to the Securities is required to be delivered under the Act, will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. The Issuer will promptly furnish each Agent with copies of all material press releases or announcements to the general public which are not filed with the Commission pursuant to Section 13(a), 13(c), 14 13 or 15(d) of the Exchange Act or is exempt from such reporting requirements pursuant to and are not otherwise available on the IBM home page on the Internet, at "xxxx://xxx.xxx.xxx." The Issuer will also immediately notify each Agent of any downgrading in the rating compliance with Rule 12g3-2(b) of the Securities or any other debt securities of the Issuer, or any proposal to downgrade the rating of the Securities or any other debt securities of the Issuer, by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Exchange Act), as soon as the Issuer learns of such downgrading or proposal to downgrade. (d) The Issuer will furnish to each Agent copies of the Prospectus and all amendments and supplements thereto, and all amendments to the Registration Statement after the date hereof (other than an amendment or supplement (i) relating to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities the purchase of which was not solicited by any Agent), in each case as soon as available and in such quantities as are reasonably requested. (e) The Issuer Except as otherwise provided in the Indenture, each Purchased Note will arrange for contain legends in the qualification of forms set forth in the Securities for sale and the termination of their eligibility for investment under the laws of such jurisdictions as the Agents designate and will continue such qualifications in effect so long as required for the distribution of the SecuritiesFinal Memorandum. (f) So long [Reserved]. (g) Neither the Issuer nor any of its affiliates or any other Person acting on their behalf shall engage, in connection with the offer and sale of the Notes, in any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act, including, but not limited to, the following: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio; and (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. (h) The Issuer shall not solicit any offer to buy from, or offer to sell, or sell to any Person any Notes, except through the Initial Purchaser or with the consent of the Initial Purchaser and/or as otherwise specified in the Indenture at any Securities are outstandingtime on or prior to the Closing Date; on or prior to the Closing Date, if so requested neither the Issuer nor any of its affiliates (except for compliance with Regulation FD) shall publish or disseminate any material other than the Additional Offering Documents consented to by the AgentsInitial Purchaser and the Final Memorandum in connection with the offer or sale of the Notes as contemplated by this Agreement, unless the Initial Purchaser shall have consented to the use thereof; if the Issuer or any of its affiliates makes any press release including "tombstone" announcements, in connection with the Transaction Documents, the Issuer will furnish shall permit the Initial Purchaser to the Agents, review and approve such release in advance. (i) as soon as practicable after the end of each fiscal yearThe Issuer shall not take, a copy or permit or cause any of its annual report affiliates to stockholders for such yeartake, (ii) as soon as availableany action whatsoever which would have the effect of requiring the registration, a copy of each report or definitive proxy statement under the Securities Act, of the Issueroffer or sale of the Notes. (j) The Issuer shall not take, if anydirectly or indirectly, filed with the Commission any action designed to or which has constituted or which might reasonably be expected to cause or result, under the Exchange Act or mailed otherwise, in stabilization or manipulation of the price of any Note to stockholders, and (iii) from time to time, such other information concerning facilitate the Issuer as sale or resale of the Agents may reasonably requestNotes. (gk) Unless otherwise agreed, The Issuer shall apply the Issuer will pay all expenses incident to net proceeds from the performance of its obligations under this Agreement and will reimburse each Agent for any expenses (including fees and disbursements of counsel) incurred by it in connection with qualification sale of the Securities for sale and determination of their eligibility for investment Notes as set forth in the Final Memorandum under the laws heading "Use of such jurisdictions as such Agent may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities, for expenses incurred in distributing the Prospectus and all supplements thereto, any preliminary prospectuses and any preliminary prospectus supplements, to each Agent and for the reasonable fees and disbursements of counsel to the AgentsProceeds".

Certain Agreements of the Issuer. The Issuer agrees with the Agents several Purchasers that, in connection with each offering of Securities,: (a) The Issuer will advise each Agent the Purchasers promptly of any proposal to amend or supplement the Registration Statement or the Prospectus (other than an amendment or supplement (i) providing solely for a change in the terms of the Securities, (ii) by means of the filing of materials incorporated by reference in the Prospectus, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities or (iv) that is a pricing amendment or supplement relating to Securities the purchase of which was not solicited by any Agent) Offering Document and will afford the Agents a reasonable opportunity to comment on any such proposed amendment or supplement; and the Issuer will also advise each Agent of the filing of any not effect such amendment or supplement and of supplementation without the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. Purchasers' consent (b) which consent shall not be unreasonably withheld). If, at any time when a prospectus relating prior to the completion of the resale of the Offered Securities is required to be delivered under by the ActPurchasers, any event occurs as a result of which the Prospectus Offering Document as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is deliveredmade, not misleading, or if it is necessary at any such time to amend the Registration Statement or the Prospectus to comply with the Act, the Exchange Act or the Rules and Regulations (other than as contemplated in the parenthetical clause of Section 4(a) hereof), the Issuer will promptly notify each Agent to suspend solicitation of offers to purchase the Securities; and if the Issuer shall decide so to amend or supplement the Registration Statement or Offering Document to comply with any applicable law, the ProspectusIssuer promptly will notify the Purchasers of such event and promptly will prepare, it will promptly advise each Agent by telephone (with confirmation in writing) and will promptly prepare and file with the Commission at its own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Notwithstanding Neither the foregoingPurchasers' consent to, if, at nor the time of any notification Purchasers' delivery to suspend solicitationsofferees or investors of, any Agent such amendment or supplement shall own constitute a waiver of any of the Securities with the intention of reselling them as contemplated by conditions set forth in Section 11 hereof, or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred, the Issuer, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance6. (c) The Issuer, during the period when a prospectus relating to the Securities is required to be delivered under the Act, will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. The Issuer will promptly furnish each Agent with copies of all material press releases or announcements to the general public which are not filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and are not otherwise available on the IBM home page on the Internet, at "xxxx://xxx.xxx.xxx." The Issuer will also immediately notify each Agent of any downgrading in the rating of the Securities or any other debt securities of the Issuer, or any proposal to downgrade the rating of the Securities or any other debt securities of the Issuer, by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), as soon as the Issuer learns of such downgrading or proposal to downgrade. (db) The Issuer will furnish to each Agent the Purchasers copies of the Prospectus Offering Document and all amendments and supplements theretoto such document, and all amendments to the Registration Statement after the date hereof (other than an amendment or supplement (i) relating to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities the purchase of which was not solicited by any Agent), in each case as soon as available and in such quantities as are each Purchaser reasonably requestedrequests, and the Issuer will furnish to the Purchasers on the Closing Date three copies of the Offering Document signed by a duly authorized officer of the Issuer, one of which will include the independent accountants' reports with respect to the financial statements incorporated therein by reference manually signed by such independent accountants. At any time when the Issuer is not subject to Section 13 or 15(d) of the Exchange Act, the Issuer will promptly furnish or cause to be furnished to the Purchasers and, upon request of holders and prospective purchasers of the Offered Securities, to such holders and purchasers, copies of the information required to be delivered to holders and prospective purchasers of the Offered Securities pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto) in order to permit compliance with Rule 144A in connection with resales by such holders of the Offered Securities. The Issuer will pay the expenses of printing and distributing to the Purchasers all such documents. (ec) The Issuer will use its best efforts to arrange for the qualification of the Offered Securities for sale and the termination determination of their eligibility for investment under the laws of such jurisdictions in the United States as the Agents Purchasers reasonably designate and will continue such qualifications in effect so long as required for the distribution resale of the SecuritiesOffered Securities by the Purchasers; provided, however, that the Issuer will not be required to qualify as a foreign corporation or to file a general consent to service of process in any such jurisdiction. (fd) So long as any Securities are outstanding, if so requested by During the Agentsperiod of five years after the Closing Date, the Issuer will furnish to the AgentsPurchasers, (i) as soon as practicable after the end of each fiscal year, a copy of its the Issuer's annual report to stockholders for such year, ; and the Issuer will furnish to the Purchasers (iii) as soon as available, a copy of each report or and any definitive proxy statement of the Issuer, if any, Issuer filed with the Commission under the Exchange Act or mailed to stockholders, stockholders and (iiiii) from time to time, such other publicly available information concerning the Issuer as the Agents Purchasers may reasonably request. (e) During the period of two years after the Closing Date, the Issuer will, upon request, furnish to the Purchasers, and any holder of Offered Securities or of the Underlying Shares, a copy of the restrictions on transfer applicable to the Offered Securities and the Underlying Shares. (f) During the period of two years after the Closing Date, the Issuer will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Offered Securities that have been reacquired by any of them. (g) Unless otherwise agreedDuring the period of two years after the Closing Date, the Issuer will not be or become an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act, and the Issuer is not, and will not be or become, a closed-end investment company required to be registered, but not registered, under the Investment Company Act. (h) The Issuer will pay all expenses incident incidental to the performance of its obligations under this Agreement Agreement, including (i) all expenses in connection with the execution, issue, authentication, packaging and will reimburse each Agent initial delivery of the Offered Securities, the printing of this Agreement, the Offered Securities, the Offering Document and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Offered Securities; (ii) the cost of qualifying the Offered Securities for trading in The Portal(sm) Market ("PORTAL"), a subsidiary of The Nasdaq Stock Market, Inc. and any expenses incidental thereto; (iii) the cost of any advertising approved by the Issuer in connection with the issue of the Offered Securities; (iv) any expenses (including fees and disbursements of counsel) incurred by it in connection with qualification of the Offered Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions in the United States as such Agent may the Purchasers designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities, for ; and (v) all expenses incurred in distributing the Prospectus Offering Document (including any amendments and all supplements thereto) to the Purchasers. The Issuer will also pay or reimburse the Purchasers (to the extent incurred by them) for all travel expenses of the Issuer's officers and employees and any other expenses of the Issuer in connection with attending or hosting meetings with prospective purchasers of the Offered Securities from the Purchasers. (i) In connection with the offering, until the Purchasers shall have notified the Issuer of the completion of the resale of the Offered Securities, neither the Issuer nor any of its affiliates has or will, either alone or with one or more other persons, bid for or purchase for any account in which it or any of its affiliates has a beneficial interest any Offered Securities or Common Stock or attempt to induce any person to purchase any Offered Securities or Common Stock; and neither it nor any of its affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Offered Securities or Common Stock. (j) For a period of 90 days after the date hereof (the "Applicable Period"), the Issuer will not sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or (except pursuant to agreements executed on or prior to the date hereof) arrange to have declared effective during the Applicable Period a registration statement under the Securities Act covering the sale by the Issuer of, (a) any preferred stock or any other securities of the Issuer which are substantially similar to the Convertible Preferred Stock, (b) any shares of Common Stock of the Issuer or any other capital stock of the Issuer, or (c) any other securities which are convertible into, or exercisable or exchangeable for, preferred stock or such substantially similar securities of the Issuer, Common Stock or other capital stock of the Issuer (collectively, "Derivative Securities"), without the prior written consent of the Purchasers, which shall not be unreasonably withheld, except (i) the Convertible Preferred Stock, (ii) Common Stock or preferred stock issued or delivered as payment of dividends on, or upon conversion, of any preferred stock of the Issuer, (iii) securities issued or delivered upon conversion, exchange or exercise of any other securities of the Issuer outstanding on the date of the Offering Document, (iv) capital stock, options and other equity-based awards issued pursuant to benefit or incentive plans maintained for the officers, directors or employees of, or persons providing services to, the Issuer or its subsidiaries, or pursuant to the Issuer's dividend reinvestment, 401(k), stock purchase or similar plans, (v) securities issued in connection with, or in furtherance of, mergers, acquisitions of assets or equity of others (including spectrum licenses and interests in entities with spectrum licenses) or similar transactions, (vi) securities representing a minority interest in the Issuer issued to a strategic investor who agrees not to resell such securities during the Applicable Period, or (vii) Common Stock, preferred stock, other capital stock or Derivative Securities in a transaction not registered under the Securities Act of 1933, if the Company does not arrange to have a registration statement covering the resale of any such securities declared effective during the Applicable Period. The Issuer will not at any time offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any preliminary prospectuses securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and any preliminary prospectus supplements, to sale of the Offered Securities. (k) The Issuer will cause each Agent and certificate for the reasonable fees Offered Securities or the Underlying Shares to bear the legend described in the Offering Document until such legend shall no longer be necessary or advisable because the Offered Securities and disbursements of counsel the Underlying Shares are no longer subject to the Agentsrestrictions on transfer described therein.

Certain Agreements of the Issuer. The Issuer agrees with the Agents several Initial Purchasers that, in connection with each offering of Securities,: (a) The Issuer will advise each Agent CSFBC promptly of any proposal to amend or supplement the Registration Statement or the Prospectus (other than an amendment or supplement (i) providing solely for a change in the terms of the Securities, (ii) by means of the filing of materials incorporated by reference in the Prospectus, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities or (iv) that is a pricing amendment or supplement relating to Securities the purchase of which was not solicited by any Agent) Offering Document and will afford the Agents a reasonable opportunity to comment on any such proposed amendment or supplement; and the Issuer will also advise each Agent of the filing of any not effect such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and supplementation without CSFBC's consent, which consent will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (b) not be unreasonably withheld. If, at any time when a prospectus relating prior to the completion of the initial resale of the Offered Securities is required to be delivered under by the Act, Initial Purchasers any event occurs as a result of which the Prospectus Offering Document as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is deliveredmade, not misleading, or if it is necessary at any such time to amend the Registration Statement or the Prospectus to comply with the Act, the Exchange Act or the Rules and Regulations (other than as contemplated in the parenthetical clause of Section 4(a) hereof), the Issuer will promptly notify each Agent to suspend solicitation of offers to purchase the Securities; and if the Issuer shall decide so to amend or supplement the Registration Statement or Offering Document to comply with any applicable law, the ProspectusIssuer promptly will notify CSFBC of such event and promptly will prepare, it will promptly advise each Agent by telephone (with confirmation in writing) and will promptly prepare and file with the Commission at its own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Notwithstanding Neither CSFBC's consent to, nor the foregoing, if, at the time of any notification Initial Purchasers' delivery to suspend solicitationsofferees or investors of, any Agent such amendment or supplement shall own constitute a waiver of any of the Securities with the intention of reselling them as contemplated by conditions set forth in Section 11 hereof, or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred, the Issuer, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance6. (c) The Issuer, during the period when a prospectus relating to the Securities is required to be delivered under the Act, will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. The Issuer will promptly furnish each Agent with copies of all material press releases or announcements to the general public which are not filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and are not otherwise available on the IBM home page on the Internet, at "xxxx://xxx.xxx.xxx." The Issuer will also immediately notify each Agent of any downgrading in the rating of the Securities or any other debt securities of the Issuer, or any proposal to downgrade the rating of the Securities or any other debt securities of the Issuer, by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), as soon as the Issuer learns of such downgrading or proposal to downgrade. (db) The Issuer will furnish to each Agent CSFBC copies of the Prospectus Offering Document and all amendments and supplements thereto, and all amendments to the Registration Statement after the date hereof (other than an amendment or supplement (i) relating to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities the purchase of which was not solicited by any Agent)such Offering Document, in each case as soon as available and in such quantities as are CSFBC reasonably requestedrequests, and the Issuer will furnish to CSFBC on the date hereof three copies of the Offering Document signed by a duly authorized officer of the Issuer, one of which will include the independent accountants' reports therein manually signed by such independent accountants. At any time when the Issuer is not subject to Section 13 or 15(d) of the Exchange Act, the Issuer will promptly furnish or cause to be furnished to CSFBC (and, upon request, to each of the other Initial Purchasers) and, upon request of holders and prospective purchasers of the Offered Securities, to such holders and purchasers, a reasonable number of copies of the information required to be delivered to holders and prospective purchasers of the Offered Securities pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto) in order to permit compliance with Rule 144A in connection with resales by such holders of the Offered Securities. The Issuer will pay the expenses of printing and distributing to the Initial Purchasers all such documents. (ec) The Issuer Issuer, in cooperation with the Initial Purchasers and their counsel, will arrange for the qualification of the Offered Securities for sale and the termination determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as the Agents designate CSFBC designates and will continue such qualifications in effect so long as required for the distribution resale of the SecuritiesOffered Securities by the Initial Purchasers provided that the Issuer will not be required to qualify as a foreign corporation or to file a general consent to service of process in any such state. (fd) So long as any Securities are outstanding, if so requested by During the Agentsperiod of three years hereafter, the Issuer will furnish to CSFBC and, upon request, to each of the Agentsother Initial Purchasers, (i) as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders shareholders for such year, (ii) if any such report is prepared and circulated; and the Issuer will furnish to CSFBC and, upon request, to each of the other Initial Purchasers as soon as available, a copy of each report or and any definitive proxy statement of the Issuer, if any, Issuer filed with the Commission under the Exchange Act or mailed to stockholders, and (iii) from time to time, such other information concerning the Issuer as the Agents may reasonably requestshareholders. (ge) Unless otherwise agreedDuring the period of two years hereafter or, if earlier, until such time as the Issuer will pay all expenses incident to the performance of its obligations Offered Securities are no longer restricted securities (as defined in Rule 144 under this Agreement and will reimburse each Agent for any expenses (including fees and disbursements of counsel) incurred by it in connection with qualification of the Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions as such Agent may designate and the printing of memoranda relating theretoAct), for any fees charged by investment rating agencies for the rating of the Securities, for expenses incurred in distributing the Prospectus and all supplements thereto, any preliminary prospectuses and any preliminary prospectus supplements, to each Agent and for the reasonable fees and disbursements of counsel to the Agents.the

Certain Agreements of the Issuer. The Issuer agrees with the Agents Distributor that it will furnish to Cleary, Gottlieb, Xxxxx & Xxxxxxxx, counsel for the Distributor, one signed copy of the Registration Statement, including all exhibits, in the form it became effective and of all amendments and supplements thereto and that, in connection with each offering of Securities,: (a) The Issuer will prepare a Pricing Supplement with respect to any Securities to be offered and sold to or through the Distributor pursuant to this Agreement and, after approval of such Pricing Supplement by the Distributor, will file such Pricing Supplement with the Commission pursuant to and in accordance with Rule 424(b) under the Act. (b) The Issuer will advise each Agent the Distributor promptly of any proposal to amend or supplement the Registration Statement or the Prospectus (other than an amendment or supplement (i) providing solely for a change in the terms of the Securities, (ii) by means of the filing of materials incorporated by reference in the Prospectus, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities or (iv) that is a pricing amendment or supplement relating to Securities the purchase of which was not solicited by any Agent) and will afford the Agents Distributor a reasonable opportunity to comment on any such proposed amendment or supplementsupplement (other than any Pricing Supplement that relates to Securities not purchased through or by such Distributor), and if the Issuer effects any amendment or supplementation of the Registration Statement or the Prospectus to which the Distributor objects, the Distributor shall be relieved of its obligations under Section 3(b) to solicit offers to purchase Securities until such time as the Issuer shall have filed such further amendments or supplements such that the Distributor is reasonably satisfied with the Registration Statement and the Prospectus, as then amended or supplemented; and the Issuer will also advise each Agent the Distributor promptly of the filing and effectiveness of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (bc) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Prospectus Prospectus, as then amended or supplemented supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or if it is necessary at any such time to amend the Registration Statement or the Prospectus to comply with the Act, the Exchange Act or the Rules and Regulations (other than as contemplated in the parenthetical clause of Section 4(a) hereof), the Issuer will promptly notify each Agent the Distributor by telephone (with confirmation in writing) to suspend solicitation of offers to purchase the SecuritiesSecurities and to cease making offers or sales of Securities which a Distributor may then own as principal; and if the Issuer shall decide so to amend or supplement the Registration Statement or the Prospectus, it will promptly advise each Agent the Distributor by telephone (with confirmation in writing) and and, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Notwithstanding the foregoing, if, at the time of any notification such event occurs or it becomes necessary to suspend solicitationsamend the Prospectus to comply with the Act, any Agent the Distributor shall own any of the Securities with the intention of reselling them as contemplated by Section 11 hereofthem, or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred, the Issuer, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the Distributor's consent to, nor its delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5. (cd) The Issuer, during the period when a prospectus relating to the Securities is required to be delivered under the Act, Issuer will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. In addition, on or prior to the date on which the Issuer makes any announcement to the general public concerning earnings or concerning any other event which is required to be described, or which the Issuer proposes to describe, in a document filed pursuant to the Exchange Act, the Issuer will furnish the information contained or to be contained in such announcement to the Distributor, confirmed in writing and, subject to the provisions of subsections (a) and (b) of this Section, will cause the Prospectus to be amended or supplemented to reflect the information contained in such announcement. The Issuer also will promptly furnish each Agent the Distributor with copies of all material press releases or announcements to the general public which are not filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(dpublic. (e) of the Exchange Act and are not otherwise available on the IBM home page on the Internet, at "xxxx://xxx.xxx.xxx." The Issuer will also immediately notify each Agent the Distributor of any downgrading in the rating of the Securities or any other debt securities of the Issuer, Issuer or any proposal to downgrade the rating of the Securities or any other debt securities of the Issuer, Issuer by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Issuer (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading of such rating), as soon as the Issuer learns of such downgrading or downgrading, proposal to downgradedowngrade or public announcement. (df) As soon as practicable, but not later than 16 months, after the date of each acceptance by the Issuer of an offer to purchase Securities hereunder, the Issuer will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the later of (i) the effective date of the Registration Statement relating to the Registered Securities, (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of such acceptance and (iii) the date of the Issuer's most recent Annual Report on Form 10-K filed with the Commission prior to the date of such acceptance, which will satisfy the provisions of Section 11(a) of the Act. (g) The Issuer will furnish to each Agent the Distributor copies of the Registration Statement, including all exhibits, any related preliminary prospectus, any related preliminary prospectus supplement, the Prospectus and all amendments and supplements thereto, and all amendments to the Registration Statement after the date hereof such documents (other than an amendment or supplement (i) relating to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities the purchase of which was not solicited by including any AgentPricing Supplement), in each case as soon as available and in such quantities as are reasonably requested. (eh) The Issuer will arrange for the qualification of the Securities for sale and the termination determination of their eligibility for investment under the laws of such jurisdictions as the Agents designate Distributor designates and will continue such qualifications in effect so long as required for the distribution of the Securitiesdistribution. (fi) So long as any Securities are outstanding, if so requested by the Agents, the Issuer will furnish to the AgentsDistributor, (i) as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year, if any, (ii) as soon as available, a copy of each report or definitive proxy statement of the Issuer, if any, Issuer filed with the Commission under the Exchange Act or mailed to stockholders, if any, and (iii) from time to time, such other information concerning the Issuer as the Agents Distributor may reasonably request. (gj) Unless otherwise agreed, the The Issuer will pay pay, or reimburse the Distributor for, all expenses incident to the performance of its obligations under this Agreement and will reimburse each Agent the Distributor for any expenses (including fees and disbursements of counsel) incurred by it in connection with qualification of the Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions as such Agent the Distributor may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities, for any filing fee incident to, and the reasonable fees and disbursements of counsel to the Distributor in connection with, review by the National Association of Securities Dealers, Inc. relating to the Securities, for expenses incurred by the Distributor in distributing the Prospectus and all supplements theretothereto (including any Pricing Supplement), any preliminary prospectuses and any preliminary prospectus supplements, to each Agent for costs incurred by the Distributor in advertising any offering of Securities and for the Distributor's reasonable expenses (including the reasonable fees and disbursements of counsel to the AgentsDistributor) incurred in connection with the establishment or maintenance of the program contemplated by this Agreement or otherwise in connection with the activities of the Distributor under this Agreement. (k) Between the date on which the Distributor agrees to purchase Securities from the Issuer as principal for resale and the date of delivery of such Securities, the Issuer will not offer or sell, or enter into any agreement to sell, pledge, or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to any of its debt securities (other than such Securities) in the United States, other than borrowings under the Issuer's revolving credit agreements and lines of credit, the private placement of securities and issuances of its commercial paper, or publicly disclose the intention to make any such offer, sale, pledge or disposition or filing.

Certain Agreements of the Issuer. The Issuer agrees with the Agents several Purchasers that, in connection with each offering of Securities,: (a) The Issuer will advise each Agent CSFBC promptly of any proposal to amend or supplement the Registration Statement or the Prospectus (other than an amendment or supplement (i) providing solely for a change in the terms of the Securities, (ii) by means of the filing of materials incorporated by reference in the Prospectus, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities or (iv) that is a pricing amendment or supplement relating to Securities the purchase of which was not solicited by any Agent) Offering Document and will afford the Agents a reasonable opportunity to comment on any such proposed amendment or supplement; and the Issuer will also advise each Agent of the filing of any not effect such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. supplementation without CSFBC's consent (b) which consent shall not be unreasonably withheld). If, at any time when a prospectus relating prior to the completion of the resale of the Offered Securities is required to be delivered under by the ActPurchasers, any event occurs as a result of which the Prospectus Offering Document as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is deliveredmade, not misleading, or if it is necessary at any such time to amend the Registration Statement or the Prospectus to comply with the Act, the Exchange Act or the Rules and Regulations (other than as contemplated in the parenthetical clause of Section 4(a) hereof), the Issuer will promptly notify each Agent to suspend solicitation of offers to purchase the Securities; and if the Issuer shall decide so to amend or supplement the Registration Statement or Offering Document to comply with any applicable law, the ProspectusIssuer promptly will notify CSFBC of such event and promptly will prepare, it will promptly advise each Agent by telephone (with confirmation in writing) and will promptly prepare and file with the Commission at its own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Notwithstanding Neither the foregoingPurchasers' consent to, if, at the time of any notification nor CSFBC's delivery to suspend solicitationsofferees or investors of, any Agent such amendment or supplement shall own constitute a waiver of any of the Securities with the intention of reselling them as contemplated by conditions set forth in Section 11 hereof, or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred, the Issuer, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance6. (c) The Issuer, during the period when a prospectus relating to the Securities is required to be delivered under the Act, will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. The Issuer will promptly furnish each Agent with copies of all material press releases or announcements to the general public which are not filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and are not otherwise available on the IBM home page on the Internet, at "xxxx://xxx.xxx.xxx." The Issuer will also immediately notify each Agent of any downgrading in the rating of the Securities or any other debt securities of the Issuer, or any proposal to downgrade the rating of the Securities or any other debt securities of the Issuer, by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), as soon as the Issuer learns of such downgrading or proposal to downgrade. (db) The Issuer will furnish to each Agent CSFBC copies of any preliminary offering circular, the Prospectus Offering Document and all amendments and supplements thereto, and all amendments to the Registration Statement after the date hereof (other than an amendment or supplement (i) relating to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities the purchase of which was not solicited by any Agent)such documents, in each case as soon as available and in such quantities as are CSFBC reasonably requestedrequests, and the Issuer will furnish to CSFBC on the Closing Date five copies of the Offering Document signed by a duly authorized officer of the Issuer, one of which will include the independent accountants' reports therein manually signed by such independent accountants. At any time when the Issuer is not subject to Section 13 or 15(d) of the Exchange Act, the Issuer will promptly furnish or cause to be furnished to CSFBC (and, upon request, to each of the other Purchasers) and, upon request of holders and prospective purchasers of the Offered Securities, to such holders and purchasers, copies of the information required to be delivered to holders and prospective purchasers of the Offered Securities pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto) in order to permit compliance with Rule 144A in connection with resales by such holders of the Offered Securities. The Issuer will pay the expenses of printing and distributing to the Purchasers all such documents. (ec) The Issuer will use its best efforts to arrange for the qualification of the Offered Securities for sale and the termination determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as the Agents designate CSFBC reasonably designates and will continue such qualifications in effect so long as required for the distribution resale of the SecuritiesOffered Securities by the Purchasers; provided, however, that the Issuer will not be required to qualify as a foreign corporation or to file a general consent to service of process in any such jurisdiction. (fd) So long as any Securities are outstanding, if so requested by During the Agentsperiod of five years after the Closing Date, the Issuer will furnish to CSFBC and, upon request, to each of the Agentsother Purchasers, (i) as soon as practicable after the end of each fiscal year, a copy of its the Issuer's annual report to stockholders for such year; and the Issuer will furnish to CSFBC and, upon request, to each of the other Purchasers, (iii) as soon as available, a copy of each report or and any definitive proxy statement of the Issuer, if any, Issuer filed with the Commission under the Exchange Act or mailed to stockholders, stockholders and (iiiii) from time to time, such other publicly available information concerning the Issuer as the Agents CSFBC may reasonably request. (e) During the period of two years after the Closing Date, the Issuer will, upon request, furnish to CSFBC and to each of the other Purchasers, and any holder of Offered Securities or of the Underlying Shares, a copy of the restrictions on transfer applicable to the Offered Securities and the Underlying Shares. (f) During the period of two years after the Closing Date, the Issuer will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Offered Securities that have been reacquired by any of them. (g) Unless otherwise agreedDuring the period of two years after the Closing Date, the Issuer will not be or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act, and the Issuer is not, and will not be or become, a closed-end investment company required to be registered, but not registered, under the Investment Company Act. (h) The Issuer will pay all expenses incident incidental to the performance of its obligations under this Agreement Agreement, including (i) all expenses in connection with the execution, issue, authentication, packaging and will reimburse each Agent initial delivery of the Offered Securities, the preparation and printing of this Agreement, the Offered Securities, the Offering Document and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Offered Securities; (ii) the cost of qualifying the Offered Securities for trading in the Private Offerings, Resale and Trading through Automated Linkages (PORTAL) market and any expenses incidental thereto; (iii) the cost of any advertising approved by the Issuer in connection with the issue of the Offered Securities; (iv) any expenses (including fees and disbursements of counsel) incurred by it in connection with qualification of the Offered Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as such Agent may designate CSFBC designates and the printing of memoranda relating thereto, for ; (v) any fees charged by investment rating agencies for the rating of the Offered Securities, for ; and (vi) all expenses incurred in distributing preliminary offering circulars and the Prospectus Offering Document (including any amendments and all supplements thereto) to the Purchasers. The Issuer will also pay or reimburse the Purchasers (to the extent incurred by them) for all travel expenses of the Issuer's officers and employees and any other expenses of the Issuer in connection with attending or hosting meetings with prospective purchasers of the Offered Securities from the Purchasers. (i) In connection with the offering, until CSFBC shall have notified the Issuer and the other Purchasers of the completion of the resale of the Offered Securities, neither the Issuer nor any of its affiliates has or will, either alone or with one or more other persons, bid for or purchase for any account in which it or any of its affiliates has a beneficial interest any Offered Securities or Common Stock or attempt to induce any person to purchase any Offered Securities or Common Stock; and neither it nor any of its affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Offered Securities or Common Stock. (j) For a period of 90 days after the date hereof (the "Applicable Period"), the Issuer will not sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or (except pursuant to agreements executed on or prior to the date hereof) arrange to have declared effective during the Applicable Period a registration statement under the Securities Act covering the sale by the Issuer of, (a) any preferred stock or any other securities of the Issuer which are substantially similar to the Convertible Preferred Stock, (b) any shares of Common Stock of the Issuer or any other capital stock of the Issuer, or (c) any other securities which are convertible into, or exercisable or exchangeable for, preferred stock or such substantially similar securities of the Issuer, Common Stock or other capital stock of the Issuer (collectively, "Derivative Securities"), without the prior written consent of CSFBC, which shall not be unreasonably withheld, except (i) the Convertible Preferred Stock, (ii) Common Stock or preferred stock issued or delivered as payment of dividends on, or upon conversion, of any preferred stock of the Issuer, (iii) securities issued or delivered upon conversion, exchange or exercise of any other securities of the Issuer outstanding on the date of the Offering Document, (iv) capital stock, options and other equity-based awards issued pursuant to benefit or incentive plans maintained for the officers, directors or employees of, or persons providing services to, the Issuer or its subsidiaries, or pursuant to the Issuer's dividend reinvestment, 401(k), stock purchase or similar plans, (v) securities issued in connection with, or in furtherance of, mergers, acquisitions of assets or equity of others (including spectrum licenses and interests in entities with spectrum licenses) or similar transactions, (vi) securities representing a minority interest in the Issuer issued to a strategic investor who agrees not to resell such securities during the Applicable Period, or (vii) Common Stock, preferred stock, other capital stock or Derivative Securities in a transaction not registered under the Securities Act of 1933, if the Company does not arrange to have a registration statement covering the resale of any such securities declared effective during the Applicable Period. The Issuer will not at any time offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any preliminary prospectuses securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and any preliminary prospectus supplements, to sale of the Offered Securities. (k) The Issuer will cause each Agent and certificate for the reasonable fees Offered Securities or the Underlying Shares to bear the legend described in the Offering Document until such legend shall no longer be necessary or advisable because the Offered Securities and disbursements of counsel the Underlying Shares are no longer subject to the Agentsrestrictions on transfer described therein.

Certain Agreements of the Issuer. The Issuer agrees with the Agents that it will furnish to Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, counsel for the Agents, one (1) signed copy and three conformed copies of the registration statements relating to the Registered Securities, including all exhibits, in the form that they became effective and of all amendments thereto and that, in connection with each offering of Securities, (a) The Issuer will advise each Agent promptly of any proposal to amend or supplement the Registration Statement Statements or the Prospectus (other than an amendment or supplement (i) providing solely for a change in the terms of the Securities, (ii) by means of the filing of materials incorporated by reference in the Prospectus, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities or (iv) that is a pricing amendment or supplement relating to Securities the purchase of which was not solicited by any Agent) and will afford the Agents a reasonable opportunity to comment on any such proposed amendment or supplementsupplement (other than any Pricing Supplement that relates to Securities not purchased through or by such Agent); and the Issuer will also advise each Agent of the filing and effectiveness of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement Statements or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (b) If, at any time when a prospectus relating to the Securities is required to be delivered under the ActAct and no suspension of solicitation of offers to purchase Securities pursuant to Section 3(b) or this Section 4(b) shall be in effect (any such time and any time when either any Agent shall own any Securities with the intention of reselling them or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred being referred to herein as a "Marketing Time"), any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, therein not misleading, or if it is necessary at any such time to amend the Registration Statement or the Prospectus to comply with the Act, the Exchange Act or the Rules and Regulations (other than as contemplated in the parenthetical clause of Section 4(a) hereof), the Issuer will promptly notify each Agent to suspend solicitation of offers to purchase the Securities; and if the Issuer shall decide so to amend or supplement the Registration Statement Statements or the Prospectus, it will promptly advise each Agent by telephone (with confirmation in writing) and and, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliancecompliance and will supply any such amended or supplemented Prospectus to such Agent in such quantities as such Agent may reasonably request. Notwithstanding the foregoing, if, at the time of any notification such event occurs or it becomes necessary to suspend solicitationsamend the Prospectus to comply with the Act, any Agent shall own any of the Securities with the intention of reselling them as contemplated by Section 11 hereofthem, or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred, the Issuer, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliancecompliance and will supply any such amended or supplemented Prospectus to such Agent in such quantities as such Agent may reasonably request. Neither the Agents' consent to, nor their delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5. (c) The Issuer, during the period when a prospectus relating to the Securities is required to be delivered under the Act, Issuer will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange 1934 Act. In addition, on or prior to the date on which the Issuer makes any announcement to the general public concerning earnings or concerning any other event which is required to be described, or which the Issuer proposes to describe, in a document filed pursuant to the 1934 Act, the Issuer will furnish the information contained or to be contained in such announcement to each Agent, confirmed in writing and, subject to the provisions of subsections (a) and (b) of this Section, will cause the Prospectus to be amended or supplemented to reflect the information contained in such announcement. The Issuer also will promptly furnish each Agent with copies of all material other press releases or announcements to the general public which are not filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and are not otherwise available on the IBM home page on the Internet, at "xxxx://xxx.xxx.xxx." public. The Issuer will also immediately notify each Agent of any downgrading in the rating of the Securities or any other debt securities of the Issuer, Issuer or any proposal to downgrade the rating of the Securities or any other debt securities of the Issuer, Issuer by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Issuer (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading of such rating), as soon as the Issuer learns of such downgrading or downgrading, proposal to downgradedowngrade or public announcement. (d) The Issuer will furnish to each Agent copies of the Prospectus and all amendments and supplements theretoAs soon as practicable, and all amendments to the Registration Statement after the date hereof (other than an amendment or supplement (i) relating to an offering of each acceptance by the Issuer of Registered an offer to purchase Securities other hereunder, but in any event not later than the Securities or Applicable Availability Date (ii) that solely specifies the terms of the Securities the purchase of which was not solicited by any Agentas defined below), in each case as soon as available and in such quantities as are reasonably requested. (e) The Issuer will arrange for the qualification of the Securities for sale and the termination of their eligibility for investment under the laws of such jurisdictions as the Agents designate and will continue such qualifications in effect so long as required for the distribution of the Securities. (f) So long as any Securities are outstanding, if so requested by the Agents, the Issuer will furnish make generally available to the Agents, (i) as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year, (ii) as soon as available, a copy of each report or definitive proxy statement of the Issuer, if any, filed with the Commission under the Exchange Act or mailed to stockholders, and (iii) from time to time, such other information concerning the Issuer as the Agents may reasonably request. (g) Unless otherwise agreed, the Issuer will pay all expenses incident to the performance of its obligations under this Agreement and will reimburse each Agent for any expenses (including fees and disbursements of counsel) incurred by it in connection with qualification of the Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions as such Agent may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities, for expenses incurred in distributing the Prospectus and all supplements thereto, any preliminary prospectuses and any preliminary prospectus supplements, to each Agent and for the reasonable fees and disbursements of counsel to the Agents.its

Certain Agreements of the Issuer. The Issuer covenants and agrees with the Agents that, in connection with each offering of Securities,Initial Purchaser as follows: (a) The Issuer will advise each Agent promptly of any proposal to amend or supplement the Registration Statement or the Prospectus (other than an amendment or supplement (i) providing solely for a change in the terms of the Securities, (ii) by means of the filing of materials incorporated by reference in the Prospectus, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities or (iv) that is a pricing amendment or supplement relating to Securities the purchase of which was not solicited by any Agent) and will afford the Agents a reasonable opportunity to comment on any such proposed amendment or supplement; and the Issuer will also advise each Agent of the filing of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will It shall use its best efforts to prevent obtain on or prior to the Closing Date all government authorizations required in connection with the issuance and sale of any the Securities to be issued on such stop order date and the performance of its obligations under the Transaction Documents to which it is a party, and to obtain cause such authorizations to be continued in effect so long as soon any of the Securities issued by it remain outstanding; provided that in no event shall it be obligated in connection therewith to qualify as possible its lifting, if issueda foreign corporation or to execute a general consent to service of process or to subject itself to taxation or other burdensome requirements in a jurisdiction in which it is not already so subject. (b) IfIt shall furnish to the Initial Purchaser, without charge, as soon as practicable and thereafter from time to time prior to the completion of the distribution of the Subject Notes, as many copies of the Final Offering Circular and of any amendments or supplements thereto as the Initial Purchaser may reasonably request. (c) If at any time when a prospectus relating prior to the Securities is required to be delivered under earlier of (a) the Actcompletion of the distribution of the Subject Notes (as determined by the Initial Purchaser); and (b) the 90th day following the Closing Date (the “Offering Period”), any event occurs or condition exists as a result of which the Prospectus Offering Documents as then amended or supplemented would include an contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is deliveredmade, not misleading, or if for any other reason it is shall be necessary at any time to amend or supplement the Registration Statement or the Prospectus Offering Documents to comply with applicable law, it shall promptly so notify the ActInitial Purchaser, instruct the Exchange Act or the Rules and Regulations (other than as contemplated in the parenthetical clause of Section 4(a) hereof), the Issuer will Initial Purchaser promptly notify each Agent to suspend solicitation of offers to purchase the Securities; and if Subject Notes and, upon the Issuer shall decide so to amend or supplement request of the Registration Statement or the ProspectusInitial Purchaser, it will promptly advise each Agent by telephone shall at its own expense, (with confirmation in writingi) and will promptly prepare and file with furnish to the Commission Initial Purchaser, subject to prior review by the Initial Purchaser as provided by Section 5(d), an amendment or supplement which to the Offering Documents that will correct such statement or omission or an amendment which will effect such compliance. Notwithstanding compliance and (ii) supply any amended or supplemented Offering Documents to the foregoingInitial Purchaser in such quantities as the Initial Purchaser may reasonably request, if, at and the time of Initial Purchaser agrees not to use any notification to suspend solicitations, any Agent shall own any prior version of the Securities Offering Documents in connection with the intention of reselling them as contemplated by Section 11 hereof, offer or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred, the Issuer, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. (c) The Issuer, during the period when a prospectus relating to the Securities is required to be delivered under the Act, will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) sale of the Exchange Act. The Issuer will promptly furnish each Agent with copies of all material press releases or announcements to the general public which are not filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and are not otherwise available on the IBM home page on the Internet, at "xxxx://xxx.xxx.xxx." The Issuer will also immediately notify each Agent of any downgrading in the rating of the Securities or any other debt securities of the Issuer, or any proposal to downgrade the rating of the Securities or any other debt securities of the Issuer, by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), as soon as the Issuer learns Subject Notes following receipt of such downgrading or proposal to downgradenotice. (d) The Issuer will furnish to each Agent copies of During the Prospectus and all amendments and supplements theretoOffering Period, and all amendments to the Registration Statement after the date hereof (other than an it shall not publish any amendment or supplement to the Final Offering Circular to which the Initial Purchaser objects unless the Initial Purchaser has been previously advised of, and furnished with a copy for review of, any such proposed amendment or supplement, and counsel to the Issuer provides written advice, the conclusions of which are shared with the Initial Purchaser to the effect that (i) relating without such proposed amendment or supplement the Final Offering Circular, as then amended or supplemented, contains an untrue statement of a material fact or omits to an offering by state a material fact necessary to make the Issuer statements therein, in light of Registered Securities other than the Securities circumstances under which they were made, not misleading or (ii) that solely specifies such proposed amendment or supplement is required pursuant to applicable law or an order of a regulatory authority having jurisdiction over the terms of the Securities the purchase of which was not solicited by any Agent), in each case as soon as available and in such quantities as are reasonably requestedIssuer. (e) Subject to the foregoing, it shall prepare promptly, upon the reasonable request of the Initial Purchaser, any amendments of or supplements to the Offering Documents that in the sole discretion of the Initial Purchaser may be reasonably necessary to enable the Initial Purchaser to continue to resell the Subject Notes, subject to the approval of the Initial Purchaser’s counsel. (f) Within six months prior to the issuance of the Securities, it and its Affiliates or any Person authorized to act on its behalf have not offered, sold, contracted to sell or otherwise disposed of and, within six months following the issuance of the Securities, shall not offer, sell, contract to sell or otherwise dispose of any Securities or any securities of the same or similar class as the Securities, under circumstances that would require registration of the Securities under the Securities Act. (g) The Issuer shall use the proceeds from the sale of the Securities in the manner described in the Final Offering Circular under the caption “Use of Proceeds”. (h) It will arrange not publish or distribute any offering material in connection with the offering of the Subject Notes, unless the Initial Purchaser shall have received prior notice and consented to the publication or use (as applicable) thereof. (i) Neither the Issuer nor any of its Affiliates or any Person authorized to act on their behalf (except for the Initial Purchaser, as to whom no representation is made) shall engage in any “directed selling efforts” (as that term is defined in Regulation S) with respect to the Subject Notes to any “U.S. Person” (as that term is defined in Regulation S). (j) It shall advise the Initial Purchaser promptly after it receives notice or obtains knowledge of the suspension of the qualification of the Securities Subject Notes for offering or sale in any jurisdiction, or of the initiation or threatening of any proceeding for any such purpose. In the event of the issuance of any order suspending any such qualification, it shall promptly use its best efforts to obtain its withdrawal. (k) During the Offering Period, it shall promptly and from time to time take such action as the termination of their eligibility Initial Purchaser may reasonably request to qualify the Subject Notes for investment offering and sale in a manner not involving any public offering under the securities laws of such jurisdictions as the Agents designate and will continue such qualifications in effect so long as required for the distribution of the Securities. (f) So long as any Securities are outstanding, if so requested by the Agents, the Issuer will furnish to the Agents, (i) as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year, (ii) as soon as available, a copy of each report or definitive proxy statement of the Issuer, if any, filed with the Commission under the Exchange Act or mailed to stockholders, and (iii) from time to time, such other information concerning the Issuer as the Agents Initial Purchaser may reasonably request. (gl) Unless otherwise agreedIt shall at all times during the Offering Period extend, and use its best efforts to cause the Collateral Manager to extend, to each prospective investor the opportunity to ask questions of, and receive answers from, the Issuer will pay all expenses incident and the Collateral Manager concerning their respective businesses, managements and financial affairs, and the Subject Notes and the terms and conditions of the offering thereof, and to obtain any information such prospective investors may consider necessary in making an informed investment decision or in order to verify the accuracy of the information set forth in the Offering Documents, to the performance extent the Issuer or the Collateral Manager possesses the same or can acquire it without unreasonable effort or expense; provided that the Issuer shall permit, and shall use its best efforts to cause the Collateral Manager to permit, representatives of the Initial Purchaser to be present at, or participate in, any meeting or telephone conference between the Issuer or the Collateral Manager and any prospective investor identified by the Initial Purchaser, and shall give the Initial Purchaser reasonable notice thereof, and the Issuer shall not furnish, and shall use its obligations under this Agreement best efforts to cause the Collateral Manager not to furnish, any such written information to any such prospective investor without first giving the Initial Purchaser a reasonable opportunity to review and comment on such information. (m) It shall not solicit any offer to buy from or offer to sell to any Person any Subject Notes, except through the Initial Purchaser. (n) The Issuer will reimburse each Agent for any expenses (including fees and disbursements of counsel) incurred comply with the representations made by it to the Rating Agency in connection accordance with qualification paragraph (a)(3)(iii) of Rule 17g-5 with respect to the Securities rated by the Rating Agency. (o) The Issuer will not offer any of the Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions as such Agent may designate and the printing of memoranda relating thereto, for in or to its own or any fees charged by investment rating agencies for the rating of the Securities, for expenses incurred in distributing the Prospectus and all supplements thereto, any preliminary prospectuses and any preliminary prospectus supplements, to each Agent and for the reasonable fees and disbursements of counsel to the Agentsaffiliated participant-directed employee plan.

Certain Agreements of the Issuer. The Issuer agrees with the Agents several Underwriters that, in connection with each offering of Securities,: (a) The Issuer will advise each Agent the Representatives promptly of any proposal to amend or supplement the Registration Statement or supplement (including the Final Prospectus or any Preliminary Prospectus) the Base Prospectus and will not effect such amendment or supplementation without the Representatives’ consent (other than which consent shall not be unreasonably withheld). If, at any time prior to the time the Representatives shall have notified the Issuer of the termination of the offering of the Securities by the Underwriters, there occurs an event or development as a result of which any information included or incorporated by reference in the Registration Statement, the Preliminary Prospectus, the General Disclosure Package, the Final Prospectus or any Issuer Free Writing Prospectus, when considered together with the General Disclosure Package and the Final Prospectus included or would include an untrue statement of a material fact or omitted or would omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such time, not misleading, or if it is necessary at any such time to amend or supplement the Registration Statement, the Preliminary Prospectus, the General Disclosure Package, the Final Prospectus or any Issuer Free Writing Prospectus to comply with any applicable law, the Issuer promptly will notify each Representative of such event and promptly will prepare, at its own expense, an amendment or supplement which will correct such statement or omission or effect such compliance. Neither the Representatives’ consent to, nor the Underwriters’ delivery to offerees or investors of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7. The first sentence of this subsection does not apply to statements in or omissions from any information included or incorporated by reference in the Registration Statement, the Preliminary Prospectus, the General Disclosure Package, the Final Prospectus or any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Issuer by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof. (b) The Issuer will cause the Final Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Issuer will promptly advise the Representatives, prior to the termination of the offering of the Securities (i) providing solely when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b), (ii) when any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission or its staff for a change in any amendment of the terms Registration Statement, or for any supplement to the Final Prospectus or for any additional information relating to the offering of the Securities, (iiiv) by means of the filing of materials incorporated by reference in the Prospectus, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities or (iv) that is a pricing amendment or supplement relating to Securities the purchase of which was not solicited by any Agent) and will afford the Agents a reasonable opportunity to comment on any such proposed amendment or supplement; and the Issuer will also advise each Agent of the filing of any such amendment or supplement and of the institution issuance by the Commission of any stop order proceedings in respect suspending the effectiveness of the Registration Statement or of any part thereof notice that would prevent its use or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Issuer of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Issuer will use its best efforts to prevent the issuance of any such stop order and or the occurrence of any such suspension or prevention and, upon such issuance, occurrence or prevention, to obtain as soon as possible its liftingthe withdrawal of such stop order or relief from such occurrence or prevention, including, if issuednecessary, by filing an amendment to the Registration Statement or a new registration statement and using its best efforts to have such amendment or new registration statement become or be declared effective as soon as practicable. (bc) If there occurs an event or development as a result of which any document comprising part of the General Disclosure Package would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Issuer will notify promptly the Representatives so that any use of such document comprising part of the General Disclosure Package may cease until it is amended or supplemented. (d) If, at any time when a prospectus relating to the Securities is required to be delivered under the ActAct (including in circumstances where such requirement may be satisfied pursuant to Rule 172) (the “Prospectus Delivery Period”), any event occurs as a result of which the Final Prospectus (as it may be then amended or supplemented supplemented) would include an any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, therein in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or if it is shall be necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, including in connection with use or delivery of the Exchange Act or the Rules and Regulations (other than as contemplated in the parenthetical clause of Section 4(a) hereof)Final Prospectus, the Issuer promptly will promptly (i) notify each Agent to suspend solicitation the Representatives of offers to purchase the Securities; and if the Issuer shall decide so to amend or supplement the Registration Statement or the Prospectussuch event, it will promptly advise each Agent by telephone (with confirmation in writingii) and will promptly prepare and file with the Commission Commission, subject to the first sentence of paragraph (a) of this Section 5, an amendment to the Registration Statement or supplement to the Final Prospectus which will correct such statement or omission or an amendment which will effect such compliance. Notwithstanding compliance and (iii) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request. (e) The Issuer will furnish to each Representative, upon request, and counsel for the foregoingUnderwriters, ifwithout charge, at the time of any notification to suspend solicitations, any Agent shall own any signed copies of the Securities with Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the intention Registration Statement (without exhibits thereto) and, during the Prospectus Delivery Period, as many copies of reselling them each Preliminary Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus, and any supplement thereto (excluding documents incorporated by reference therein), in each case as contemplated by Section 11 hereofsoon as available and in such quantities as the Representatives may reasonably request. The Issuers will pay the expenses of printing or other production of all documents relating to the offering. (f) During the Prospectus Delivery Period, or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurredshall file, the Issueron a timely basis, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. (c) The Issuer, during the period when a prospectus relating to the Securities is required to be delivered under the Act, will file promptly all reports and documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of under the Exchange Act. As soon as practicable, but not later than 16 months, after the date of this Agreement, the Issuer will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the later of (i) the effective date of the Registration Statement, (ii) the date hereof and (iii) the date of the Issuer’s most recent Annual Report on Form 10-K filed with the Commission prior to the date of this Agreement, which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. (g) The Issuer will cooperate with the Representatives in connection with the qualification of the Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions in the United States as the Representatives designate on or prior to the date hereof and will continue such qualification in effect for so long as required for the distribution of the Securities by the Underwriters; provided, however, that the Issuer will not be required to register or qualify as a foreign corporation where it is not now so registered or qualified or to take any action that would subject it to the service of process in suits or taxation, other than as to matters and transactions relating to the offering or sale of the Securities by the Underwriters, in any jurisdiction where it is not now so subject. (h) The Issuer consents to the use of the Registration Statement, the Preliminary Prospectus, any other documents comprising any part of the General Disclosure Package, the Final Prospectus and any amendments and supplements thereto required pursuant to Section 5(a) hereto, by the Underwriters; provided, however, that such consent is given solely in connection with the offer and sale of the Securities pursuant to and in accordance with the terms of this Agreement. (i) During the period of two years after the Closing Date, the Issuer will not be or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (j) The Issuer will pay for all reasonable expenses incidental to the performance of its obligations under this Agreement and the Indenture, including (i) the fees and expenses of the Trustee and its professional advisers; (ii) all expenses in connection with the execution, issue, authentication and initial delivery of the Securities, the preparation and printing of, the Securities, the Preliminary Prospectus, any other documents comprising any part of the General Disclosure Package, the Final Prospectus, all amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Securities; (iii) the cost of any advertising approved in advance by the Issuer in connection with the issue of the Securities; (iv) any expenses (including reasonable fees and disbursements of counsel) incurred in connection with qualification of the Securities for sale under the laws of such jurisdictions in the United States as the Representatives designate in accordance with Section 5(g) hereof and the printing of memoranda relating thereto, provided, that such expenses shall not exceed $5,000; (v) any fees charged by investment rating agencies for the rating of the Securities; and (vi) for expenses incurred in distributing the Preliminary Prospectus, any other documents comprising any part of the General Disclosure Package, each Issuer Free Writing Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters. It is understood that, except as otherwise provided in this Agreement, the Underwriters will pay all their own costs and expenses, including (i) the fees of their counsel, (ii) transfer taxes on any exempt resale of the Securities by them, and (iii) the transportation and other expenses incurred by the Underwriters in connection with attending or hosting meetings with or making presentations to prospective purchasers of the Securities from the Underwriters. The Issuer acknowledges that it has advised the Underwriters that it does not intend to conduct any “roadshow” or other meeting with or presentation to prospective purchasers of the Securities from the Underwriters that would result in the incurrence of any expenses referred to in clause (iii) of the preceding sentence. (k) The Issuer will not, without the prior written consent of each Representative, from the date of this Agreement until the Closing Date, offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to, any debt securities issued or guaranteed by the Issuer which mature more than one year after the Closing Date, which are substantially similar to the Securities and are denominated in the same currency as the Securities, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing. (l) The Issuer will apply the net proceeds from the sale of the Securities as set forth under “Use of Proceeds” in the General Disclosure Package and the Final Prospectus unless the Securities are mandatorily redeemed in accordance with their terms as described in the General Disclosure Package and the Final Prospectus because the Acquisition is not completed. (m) The Issuer will cooperate with the Underwriters and use its best efforts to permit the Securities to be eligible for clearance and settlement through the facilities of DTC. (n) The Issuer will promptly furnish each Agent with copies of all material press releases or announcements to the general public which are not filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and are not otherwise available on the IBM home page on the Internet, at "xxxx://xxx.xxx.xxx." The Issuer will also immediately notify each Agent Representative, up to and including the Closing Date, of any downgrading in the rating of the Securities or any other debt securities of the Issuer, Issuer or any known proposal to downgrade the rating of the Securities or any other debt securities of the Issuer, Issuer by any "“nationally recognized statistical rating organization" ” (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Issuer (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading of such rating), as soon as the Issuer learns of such downgrading or downgrading, proposal to downgradedowngrade or public announcement. (do) The Issuer will furnish not take, directly or indirectly, any action designed to each Agent copies of the Prospectus and all amendments and supplements theretoor that would constitute or that might reasonably be expected to cause or result in, and all amendments to the Registration Statement after the date hereof (other than an amendment or supplement (i) relating to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities the purchase of which was not solicited by any Agent), in each case as soon as available and in such quantities as are reasonably requested. (e) The Issuer will arrange for the qualification of the Securities for sale and the termination of their eligibility for investment under the laws of such jurisdictions as the Agents designate and will continue such qualifications in effect so long as required for the distribution of the Securities. (f) So long as any Securities are outstanding, if so requested by the Agents, the Issuer will furnish to the Agents, (i) as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year, (ii) as soon as available, a copy of each report or definitive proxy statement of the Issuer, if any, filed with the Commission under the Exchange Act or mailed to stockholdersotherwise, and (iii) from time to time, such other information concerning stabilization or manipulation of the price of any security of the Issuer as to facilitate the Agents may reasonably request. (g) Unless otherwise agreed, the Issuer will pay all expenses incident to the performance of its obligations under this Agreement and will reimburse each Agent for any expenses (including fees and disbursements of counsel) incurred by it in connection with qualification of the Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions as such Agent may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating or resale of the Securities, for expenses incurred in distributing the Prospectus and all supplements thereto, any preliminary prospectuses and any preliminary prospectus supplements, to each Agent and for the reasonable fees and disbursements of counsel to the Agents.

Certain Agreements of the Issuer. The Issuer agrees with the Agents that, in connection with each offering of Securities, (a) The Issuer will advise each Agent promptly of any proposal to amend or supplement the Registration Statement or the Prospectus (other than an amendment or supplement (i) providing solely for a change in the terms of the Securities, (ii) by means of the filing of materials incorporated by reference in the Prospectus, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities or (iv) that is a pricing amendment or supplement relating to Securities the purchase of which was not solicited by any Agent) and will afford the Agents a reasonable opportunity to comment on any such proposed amendment or supplement; and the Issuer will also advise each Agent of the filing of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or if it is necessary at any time to amend the Registration Statement or the Prospectus to comply with the Act, the Exchange Act or the Rules and Regulations (other than as contemplated in the parenthetical clause of Section 4(a) hereof), the Issuer will promptly notify each Agent to suspend solicitation of offers to purchase the Securities; and if the Issuer shall decide so to amend or supplement the Registration Statement or the Prospectus, it will promptly advise each Agent by telephone (with confirmation in writing) and will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Notwithstanding the foregoing, if, at the time of any notification to suspend solicitations, any Agent shall own any of the Securities with the intention of reselling them as contemplated by Section 11 hereof, or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred, the Issuer, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. (c) The Issuer, during the period when a prospectus relating to the Securities is required to be delivered under the Act, will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. The Issuer will promptly furnish each Agent with copies of all material press releases or announcements to the general public which are not filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and are not otherwise available on the IBM home page on the Internet, at "xxxx://xxx.xxx.xxx." The Issuer will also immediately notify each Agent of any downgrading in the rating of the Securities or any other debt securities of the Issuer, or any proposal to downgrade the rating of the Securities or any other debt securities of the Issuer, by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), as soon as the Issuer learns of such downgrading or proposal to downgrade. (d) The Issuer will furnish to each Agent copies of the Prospectus and all amendments and supplements thereto, and all amendments to the Registration Statement after the date hereof (other than an amendment or supplement (i) relating to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities the purchase of which was not solicited by any Agent), in each case as soon as available and in such quantities as are reasonably requested. (e) The Issuer will arrange for the qualification of the Securities for sale and the termination of their eligibility for investment under the laws of such jurisdictions as the Agents designate and will continue such qualifications in effect so long as required for the distribution of the Securities. (f) So long as any Securities are outstanding, if so requested by the Agents, the Issuer will furnish to the Agents, (i) as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year, (ii) as soon as available, a copy of each report or definitive proxy statement of the Issuer, if any, filed with the Commission under the Exchange Act or mailed to stockholders, and (iii) from time to time, such other information concerning the Issuer issuer as the Agents may reasonably request. (g) Unless otherwise agreed, the The Issuer will pay all expenses incident to the performance of its obligations under this Agreement and will reimburse each Agent for any expenses (including fees and disbursements of counsel) incurred by it in connection with qualification of the Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions as such Agent may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities, for expenses incurred in distributing the Prospectus and all supplements thereto, any preliminary prospectuses and any preliminary prospectus supplements, to each Agent and for the reasonable fees and disbursements of counsel to the Agents.

Certain Agreements of the Issuer. The Issuer agrees with the Agents Distributors that it will furnish to Xxxxxxxx & Xxxxxxxx LLP, counsel for the Distributors, one conformed copy of the Registration Statement, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Securities, (a) The Issuer will prepare a Pricing Supplement, in substantially the forms set forth in Exhibits X-0, X-0 and D-3 hereto or as otherwise agreed to by the parties, with respect to any Securities to be offered and sold to or through one or more Distributors pursuant to this Agreement and, after approval of such Pricing Supplement by such Distributor or Distributors, will file such Pricing Supplement with the Commission pursuant to and in accordance with Rule 424(b) under the Act. (b) The Issuer will advise each Agent Distributor promptly of any proposal to amend or supplement the Registration Statement or the Prospectus (other than an amendment or supplement (i) providing solely for a change in the terms of the Securities, (ii) by means of the filing of materials incorporated by reference in the Prospectus, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities or (iv) that is a pricing amendment or supplement relating to Securities the purchase of which was not solicited by any Agent) and will afford the Agents Distributors a reasonable opportunity to comment on any such proposed amendment or supplementsupplement (other than by a filing of (i) any Current Report on Form 8-K, any Quarterly Report on Form 10-Q and any Annual Report on Form 10 K, (ii) any prospectus supplement that does not relate to Securities and (iii) any Pricing Supplement that relates to Securities not purchased through or by such Distributor), and if the Issuer effects any amendment or supplementation of the Registration Statement or the Prospectus to which a Distributor objects, such Distributor shall be relieved of its obligations under Section 3(b) to solicit offers to purchase Securities until such time as the Issuer shall have filed such further amendments or supplements such that such Distributor is reasonably satisfied with the Registration Statement and the Prospectus, as then amended or supplemented; and the Issuer will also advise each Agent Distributor promptly of the filing and effectiveness of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (bc) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Prospectus Prospectus, as then amended or supplemented supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or if it is necessary at any such time to amend the Registration Statement or the Prospectus to comply with the Act, the Exchange Act or the Rules and Regulations (other than as contemplated in the parenthetical clause of Section 4(a) hereof), the Issuer will promptly notify each Agent Distributor by telephone (with confirmation in writing) to suspend solicitation of offers to purchase the SecuritiesSecurities and to cease making offers or sales of Securities which a Distributor may then own as principal; and if the Issuer shall decide so to amend or supplement the Registration Statement or the Prospectus, it will promptly advise each Agent Distributor by telephone (with confirmation in writing) and, subject to the provisions of subsections (a) and (b) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Notwithstanding the foregoing, if, at the time of any notification such event occurs or it becomes necessary to suspend solicitationsamend the Prospectus to comply with the Act, any Agent Distributor shall own any of the Securities with the intention of reselling them as contemplated by Section 11 hereofthem, or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred, the Issuer, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the Distributors’ consent to, nor their delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5. (cd) The Issuer, during the period when a prospectus relating to the Securities is required to be delivered under the Act, Issuer will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. . (e) The Issuer will promptly furnish each Agent with copies of all material press releases or announcements to the general public which are not filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and are not otherwise available on the IBM home page on the Internet, at "xxxx://xxx.xxx.xxx." The Issuer will also immediately notify each Agent Distributor of any downgrading in the rating of the Securities or any other debt securities or preferred stock of the Issuer, or any proposal to downgrade the rating of the Securities or any other debt securities of the Issuer, Issuer by any "“nationally recognized statistical rating organization" ” (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities or preferred stock of the Issuer (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading of such rating), as soon as the Issuer learns of such downgrading or downgrading, proposal to downgradedowngrade or public announcement. (df) As soon as practicable, but not later than 16 months after the date of each acceptance by the Issuer of an offer to purchase Securities hereunder, the Issuer will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the later of (i) the effective date of the registration statement relating to the Registered Securities, (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of such acceptance and (iii) the date of the Issuer’s most recent Annual Report on Form 10-K filed with the Commission prior to the date of such acceptance, which will satisfy the provisions of Section 11(a) of the Act. (g) The Issuer will furnish to each Agent Distributor copies of the Registration Statement, including all exhibits, any related preliminary prospectus, any related preliminary prospectus supplement, the Prospectus and all amendments and supplements thereto, and all amendments to the Registration Statement after the date hereof such documents (other than an amendment or supplement (i) relating to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities the purchase of which was not solicited by including any AgentPricing Supplement), in each case as soon as available and in such quantities as are reasonably requested. (eh) The Issuer will arrange for the qualification of the Securities for sale and the termination determination of their eligibility for investment under the laws of such jurisdictions as the Agents Distributors designate and will continue such qualifications in effect so long as required for the distribution of the Securitiesdistribution. (fi) So long as any Securities are outstanding, if so requested by the Agents, the The Issuer will furnish to the Agentspay, (i) as soon as practicable after the end of or reimburse each fiscal yearDistributor for, a copy of its annual report to stockholders for such year, (ii) as soon as available, a copy of each report or definitive proxy statement of the Issuer, if any, filed with the Commission under the Exchange Act or mailed to stockholders, and (iii) from time to time, such other information concerning the Issuer as the Agents may reasonably request. (g) Unless otherwise agreed, the Issuer will pay all reasonable expenses incident to the performance of its obligations under this Agreement and will reimburse each Agent Distributor for any expenses (including reasonable fees and disbursements of counsel) incurred by it in connection with qualification of the Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions as such Agent Distributor may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities, for any filing fee incident to review by the National Association of Securities Dealers, Inc. relating to the Securities, for reasonable expenses incurred by each Distributor in distributing the Prospectus and all supplements theretothereto (including any Pricing Supplement), any preliminary prospectuses and any preliminary prospectus supplementssupplements to such Distributor, to for reasonable costs incurred by each Agent Distributor in advertising any offering of Securities and for the reasonable fees and disbursements of Xxxxxxxx & Xxxxxxxx LLP, counsel to the AgentsDistributors, incurred in connection with the establishment or maintenance of the program contemplated by this Agreement. (j) If specified in the applicable Terms Agreement, between the date on which any Distributor agrees to purchase Securities from the Issuer as principal for resale and the date of delivery of such Securities, the Issuer will not offer or sell, or enter into any agreement to sell, pledge, or otherwise dispose of, directly or indirectly, any of its debt securities (other than such Securities) in the United States, other than borrowings under the Issuer’s revolving credit agreements and lines of credit, the private placement of securities and issuances of its commercial paper, without the prior written consent of such Distributor.

Certain Agreements of the Issuer. The Issuer agrees with the Agents Distributor that it will furnish to Cleary, Gottlieb, Xxxxx & Xxxxxxxx, counsel for the Distributor, one signed copy of the Registration Statement, including all exhibits, in the form it became effective and of all amendments and supplements thereto and that, in connection with each offering of Securities,: (a) The Issuer will prepare a Pricing Supplement with respect to any Securities to be offered and sold to or through the Distributor pursuant to this Agreement and, after approval of such Pricing Supplement by the Distributor, will file such Pricing Supplement with the Commission pursuant to and in accordance with Rule 424(b) under the Act. (b) The Issuer will advise each Agent the Distributor promptly of any proposal to amend or supplement the Registration Statement or the Prospectus (other than an amendment or supplement (i) providing solely for a change in the terms of the Securities, (ii) by means of the filing of materials incorporated by reference in the Prospectus, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities or (iv) that is a pricing amendment or supplement relating to Securities the purchase of which was not solicited by any Agent) and will afford the Agents Distributor a reasonable opportunity to comment on any such proposed amendment or supplementsupplement (other than any Pricing Supplement that relates to Securities not purchased through or by such Distributor), and if the Issuer effects any amendment or supplementation of the Registration Statement or the Prospectus to which the Distributor objects, the Distributor shall be relieved of its obligations under Section 3(b) to solicit offers to purchase Securities until such time as the Issuer shall have filed such further amendments or supplements such that the Distributor is reasonably satisfied with the Registration Statement and the Prospectus, as then amended or supplemented; and the Issuer will also advise each Agent the Distributor promptly of the filing and effectiveness of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (bc) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Prospectus Prospectus, as then amended or supplemented supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or if it is necessary at any such time to amend the Registration Statement or the Prospectus to comply with the Act, the Exchange Act or the Rules and Regulations (other than as contemplated in the parenthetical clause of Section 4(a) hereof), the Issuer will promptly notify each Agent the Distributor by telephone (with confirmation in writing) to suspend solicitation of offers to purchase the SecuritiesSecurities and to cease making offers or sales of Securities which a Distributor may then own as principal; and if the Issuer shall decide so to amend or supplement the Registration Statement or the Prospectus, it will promptly advise each Agent the Distributor by telephone (with confirmation in writing) and and, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Notwithstanding the foregoing, if, at the time of any notification such event occurs or it becomes necessary to suspend solicitationsamend the Prospectus to comply with the Act, any Agent the Distributor shall own any of the Securities with the intention of reselling them as contemplated by Section 11 hereofthem, or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred, the Issuer, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the Distributor’s consent to, nor its delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5. (cd) The Issuer, during the period when a prospectus relating to the Securities is required to be delivered under the Act, Issuer will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. In addition, on or prior to the date on which the Issuer makes any announcement to the general public concerning earnings or concerning any other event which is required to be described, or which the Issuer proposes to describe, in a document filed pursuant to the Exchange Act, the Issuer will furnish the information contained or to be contained in such announcement to the Distributor, confirmed in writing and, subject to the provisions of subsections (a) and (b) of this Section, will cause the Prospectus to be amended or supplemented to reflect the information contained in such announcement. The Issuer also will promptly furnish each Agent the Distributor with copies of all material press releases or announcements to the general public which are not filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(dpublic. (e) of the Exchange Act and are not otherwise available on the IBM home page on the Internet, at "xxxx://xxx.xxx.xxx." The Issuer will also immediately notify each Agent the Distributor of any downgrading in the rating of the Securities or any other debt securities of the Issuer, Issuer or any proposal to downgrade the rating of the Securities or any other debt securities of the Issuer, Issuer by any "“nationally recognized statistical rating organization" ” (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Issuer (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading of such rating), as soon as the Issuer learns of such downgrading or downgrading, proposal to downgradedowngrade or public announcement. (df) As soon as practicable, but not later than 16 months, after the date of each acceptance by the Issuer of an offer to purchase Securities hereunder, the Issuer will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the later of (i) the effective date of the Registration Statement relating to the Registered Securities, (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of such acceptance and (iii) the date of the Issuer’s most recent Annual Report on Form 10-K filed with the Commission prior to the date of such acceptance, which will satisfy the provisions of Section 11(a) of the Act. (g) The Issuer will furnish to each Agent the Distributor copies of the Registration Statement, including all exhibits, any related preliminary prospectus, any related preliminary prospectus supplement, the Prospectus and all amendments and supplements thereto, and all amendments to the Registration Statement after the date hereof such documents (other than an amendment or supplement (i) relating to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities the purchase of which was not solicited by including any AgentPricing Supplement), in each case as soon as available and in such quantities as are reasonably requested. (eh) The Issuer will arrange for the qualification of the Securities for sale and the termination determination of their eligibility for investment under the laws of such jurisdictions as the Agents designate Distributor designates and will continue such qualifications in effect so long as required for the distribution of the Securitiesdistribution. (fi) So long as any Securities are outstanding, if so requested by the Agents, the Issuer will furnish to the AgentsDistributor, (i) as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year, if any, (ii) as soon as available, a copy of each report or definitive proxy statement of the Issuer, if any, Issuer filed with the Commission under the Exchange Act or mailed to stockholders, if any, and (iii) from time to time, such other information concerning the Issuer as the Agents Distributor may reasonably request. (gj) Unless otherwise agreed, the The Issuer will pay pay, or reimburse the Distributor for, all expenses incident to the performance of its obligations under this Agreement and will reimburse each Agent the Distributor for any expenses (including fees and disbursements of counsel) incurred by it in connection with qualification of the Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions as such Agent the Distributor may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities, for any filing fee incident to, and the reasonable fees and disbursements of counsel to the Distributor in connection with, review by the National Association of Securities Dealers, Inc. relating to the Securities, for expenses incurred by the Distributor in distributing the Prospectus and all supplements theretothereto (including any Pricing Supplement), any preliminary prospectuses and any preliminary prospectus supplements, to each Agent for costs incurred by the Distributor in advertising any offering of Securities and for the Distributor’s reasonable expenses (including the reasonable fees and disbursements of counsel to the AgentsDistributor) incurred in connection with the establishment or maintenance of the program contemplated by this Agreement or otherwise in connection with the activities of the Distributor under this Agreement. (k) Between the date on which the Distributor agrees to purchase Securities from the Issuer as principal for resale and the date of delivery of such Securities, the Issuer will not offer or sell, or enter into any agreement to sell, pledge, or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to any of its debt securities (other than such Securities) in the United States, other than borrowings under the Issuer’s revolving credit agreements and lines of credit, the private placement of securities and issuances of its commercial paper, or publicly disclose the intention to make any such offer, sale, pledge or disposition or filing.

Certain Agreements of the Issuer. The Issuer agrees with the Agents that it will furnish to Sullivan & Cromwell, counsel for txx Xxxxxs, xxx xxxxed copy of the Registration Statement, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Securities,: (a) The During each Marketing Period (as defined in Section 4(b) hereof), the Issuer will advise each Agent promptly of any proposal to amend or supplement the Registration Statement or the Prospectus (other than an amendment or supplement (i) providing solely for a change in the terms of the Securities, (ii) by means of the filing of materials incorporated by reference in the Prospectus, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities or (iv) that is a pricing amendment or supplement relating to Securities the purchase of which was not solicited by any Agent) and will afford the Agents a reasonable opportunity to comment on any such proposed amendment or supplementsupplement (other than (i) any Pricing Supplement that relates to Securities not purchased through or by such Agent or (ii) pursuant to any filing made in the normal course in compliance with Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), copies of which will be forwarded to each Agent at the time of such filing); and the Issuer will also advise each Agent of the filing and effectiveness of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts consult with the Agents to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (b) If, at during any time period when either the Issuer shall not have suspended solicitations of offers to purchase Securities or a prospectus relating to the Securities is required to be delivered under the ActAct (any such period being referred to herein as a "Marketing Period"), any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or if it is necessary at any time to amend the Registration Statement or the Prospectus to comply with the Act, the Exchange Act or the Rules and Regulations (other than as contemplated in the parenthetical clause of Section 4(a) hereof), the Issuer will promptly notify each Agent to suspend solicitation of offers to purchase the Securities; and if the Issuer shall decide so to amend or supplement the Registration Statement or the Prospectus, it will promptly advise each Agent by telephone (with confirmation in writing) and and, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Notwithstanding the foregoing, if, at the time of any notification to suspend solicitations, any Agent shall own any of the Securities with the intention of reselling them as contemplated by Section 11 hereofthem, or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred, the Issuer, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. (c) The IssuerDuring each Marketing Period, during the period when a prospectus relating to the Securities is required to be delivered under the Act, Issuer will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. The In addition, during each Marketing Period, on or prior to the date on which the Issuer makes any announcement to the general public concerning earnings or concerning any other event which is required to be described, or which the Issuer proposes to describe, in a document filed pursuant to the Exchange Act, the Issuer will promptly furnish the information contained or to be contained in such announcement to each Agent, confirmed in writing and, subject to the provisions of subsections (a) and (b) of this Section, will cause the Prospectus to be amended or supplemented to reflect the information contained in such announcement. During each Marketing Period, the Issuer also will furnish each Agent with copies of all material significant corporate press releases or announcements to the general public which are not filed with public. During each Marketing Period, the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and are not otherwise available on the IBM home page on the Internet, at "xxxx://xxx.xxx.xxx." The Issuer will also immediately notify each Agent of any downgrading in the rating of the Securities or any other debt securities of the Issuer, Issuer or any proposal to downgrade the rating of the Securities or any other debt securities of the IssuerIssuer by Moody's Investors Services, by Inx. xx Xtandard & Poor's Ratings Group, or any "nationally recognized statistical public announcement that either organization has under surveillance or review its rating organization" of any debt securities of the Issuer (as defined for purposes other than an announcement with positive implications of Rule 436(g) under the Acta possible upgrading, and no implication of a possible downgrading of such rating), as soon as the Issuer learns of such downgrading or downgrading, proposal to downgradedowngrade or public announcement. (d) As soon as practicable, but not later than 16 months after the date of each acceptance by the Issuer of an offer to purchase Securities hereunder, the Issuer will make generally available to its security holders an earnings statement covering a period of at least 12 months beginning after the later of (i) the effective date of the registration statement relating to the Registered Securities, (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of such acceptance and (iii) the date of the Issuer's most recent Annual Report on Form 10-K filed with the Commission prior to the date of such acceptance, which will satisfy the provisions of Section 11(a) of the Act. It is understood that compliance by the Issuer with Rule 158 under the Act will satisfy the Issuer's obligations pursuant to this Section 4(d). (e) The Issuer will furnish to each Agent copies of the Registration Statement, including all exhibits, any related preliminary prospectus, any related preliminary prospectus supplement, the Prospectus and all amendments and supplements thereto, and all amendments to the Registration Statement after the date hereof such documents (other than an amendment or supplement (i) relating to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities the purchase of which was not solicited by including any AgentPricing Supplement), in each case as soon as available and in such quantities as are reasonably requested. (ef) The Issuer will arrange for the qualification of the Securities for sale and the termination determination of their eligibility for investment under the laws of such jurisdictions as the Agents designate and will continue such qualifications in effect so long as required for the distribution of the Securitiesdistribution. (fg) So long as any Securities are outstanding, if so requested by the Agents, the Issuer will furnish to the Agents, (i) as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year, (ii) as soon as available, a copy of each report or definitive proxy statement of the Issuer, if any, Issuer filed with the Commission under the Exchange Act or mailed to stockholders, and (iii) from time to time, such other publicly available information concerning the Issuer as the Agents may reasonably request. (gh) Unless otherwise agreed, the The Issuer will pay all expenses incident to the performance of its obligations under this Agreement and will reimburse each Agent for any expenses (including fees and disbursements of counsel) incurred by it in connection with qualification of the Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions as such Agent may designate and the printing preparation of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities, for filing fees, if any, of the National Association of Securities Dealers, Inc. relating to the Securities, for expenses incurred by each Agent in distributing the Prospectus and all supplements theretothereto (including any Pricing Supplement), any preliminary prospectuses and any preliminary prospectus supplementssupplements to such Agent, to for costs incurred by each Agent and consented to by the Issuer in advertising any offering of Securities and for each Agent's reasonable expenses (including the reasonable fees and disbursements of one counsel to the Agents) incurred in connection with the establishment or maintenance of the program contemplated by this Agreement or otherwise in connection with the activities of the Agents under this Agreement.

Certain Agreements of the Issuer. The Issuer agrees with the Agents Initial Purchasers that, in connection with each offering of Securities,: (a) The Issuer will advise each Agent promptly of At any proposal time prior to amend or supplement the Registration Statement or the Prospectus (other than an amendment or supplement (i) providing solely for a change in the terms of the SecuritiesOffering Termination Date, (ii) by means of the filing of materials incorporated by reference in the Prospectus, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities or (iv) that is a pricing amendment or supplement relating to Securities the purchase of which was not solicited by any Agent) and will afford the Agents a reasonable opportunity to comment on any such proposed amendment or supplement; and the Issuer will also advise each Agent give the Initial Purchasers notice of its intention to prepare any supplement or amendment to the filing Offering Memorandum, will furnish the Initial Purchasers with copies of any such amendment amendment, supplement or supplement and other document in a reasonable amount of the institution by the Commission of any stop order proceedings in respect of the Registration Statement time prior to such proposed filing or of any part thereof use, and will use its best efforts to prevent reflect in such document such comments as the issuance of any such stop order and to obtain as soon as possible Initial Purchasers or its lifting, if issuedcounsel may reasonably propose. (b) IfThe Issuer has furnished or will furnish to the Initial Purchasers, at without charge, such number of copies of the Offering Memorandum (as amended or supplemented) as the Initial Purchasers may reasonably request. The Issuer will, upon request, furnish to the Initial Purchasers and any holder of the Notes, a copy of the information set forth under "Notice to Investors" in the Offering Memorandum. (c) At any time when a prospectus relating prior to the Securities is required to be delivered under the ActOffering Termination Date, if any event occurs shall occur as a result of which the Prospectus Offering Memorandum (as then amended or supplemented supplemented) would include an any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is deliveredmade, not misleading, or if it is should be necessary at any time to amend or supplement the Registration Statement or the Prospectus Offering Memorandum to comply with the Act, the Exchange Act or the Rules and Regulations (other than as contemplated in the parenthetical clause of Section 4(a) hereof)applicable law, the Issuer will promptly (i) notify each Agent to suspend solicitation the Initial Purchasers of offers to purchase the Securitiesany such event; and if the Issuer shall decide so to amend or supplement the Registration Statement or the Prospectus, it will promptly advise each Agent by telephone (with confirmation in writingii) and will promptly prepare and file with the Commission an amendment or supplement which that will correct such statement or omission or an amendment which will effect such compliance. Notwithstanding the foregoing, if, at the time of ; and (iii) supply any notification to suspend solicitations, any Agent shall own any of the Securities with the intention of reselling them as contemplated by Section 11 hereof, supplemented or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred, the Issuer, subject amended Offering Memorandum to the provisions of subsection (a) of this Section, will promptly prepare several Initial Purchasers and file with counsel for the Commission an amendment or supplement which will correct Initial Purchasers without charge in such statement or omission or an amendment which will effect such compliance. (c) The Issuer, during the period when a prospectus relating to the Securities is required to be delivered under the Act, will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. The Issuer will promptly furnish each Agent with copies of all material press releases or announcements to the general public which are not filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and are not otherwise available on the IBM home page on the Internet, at "xxxx://xxx.xxx.xxx." The Issuer will also immediately notify each Agent of any downgrading in the rating of the Securities or any other debt securities of the Issuer, or any proposal to downgrade the rating of the Securities or any other debt securities of the Issuer, by any "nationally recognized statistical rating organization" (quantities as defined for purposes of Rule 436(g) under the Act), as soon as the Issuer learns of such downgrading or proposal to downgradethey may reasonably request. (d) The Issuer will furnish endeavor, in cooperation with the Initial Purchasers and their counsel, to each Agent copies qualify the Notes for offering and sale under the applicable securities laws of such states and other jurisdictions of the Prospectus United States as the Initial Purchasers may designate; provided, however, that the Issuer shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or take any action that would subject it to general service of process in suits or taxation in any jurisdiction where it is not so subject. In each jurisdiction in which the Notes have been so qualified, the Issuer will file such statements and all amendments and supplements thereto, and all amendments reports as may be required by the laws of such jurisdiction to the Registration Statement after continue such qualification in effect for a period of not less than one year from the date hereof (other than an amendment or supplement (i) relating to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities the purchase of which was not solicited by any Agent), in each case as soon as available and in such quantities as are reasonably requestedOffering Memorandum. (e) The Issuer Revlon is not and will arrange for the qualification of the Securities for sale and the termination of their eligibility for not become an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under the laws of such jurisdictions as the Agents designate Investment Company Act, and Revlon is not and will continue such qualifications in effect so long as not become a closed-end investment company required for the distribution of the Securitiesto be registered, but not registered, thereunder. (f) So long as any Securities are outstanding, if so requested by the Agents, Neither the Issuer nor any of the Subsidiaries will furnish solicit any offer to buy or offer or sell the Notes by means of any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under Regulation D) prior to the AgentsOffering Termination Date. (g) The Issuer will not take, (i) as soon as practicable after the end of each fiscal yeardirectly or indirectly, a copy of its annual report any action designed to stockholders for such yearor which has constituted or which might reasonably be expected to cause or result, (ii) as soon as available, a copy of each report or definitive proxy statement of the Issuer, if any, filed with the Commission under the Exchange Act or mailed to stockholdersotherwise, and (iii) from time to time, such other information concerning in stabilization or manipulation of the price of any security of the Issuer as to facilitate the Agents may reasonably requestsale or resale of the Notes. (gh) Unless otherwise agreedExcept following the effectiveness of the Exchange Offer Registration Statement to be filed by the Issuer with the Commission pursuant to Section 1 of the Registration Agreement, neither the Issuer nor any of its affiliates (as defined in Rule 501(b) under Regulation D) will solicit any offer to buy or offer or sell the Notes or the Exchange Notes by means of any form of general solicitation or general advertising (within the meaning of Rule 502(c) under Regulation D) in a manner which would result in the proposed sale of the Notes or the Exchange Notes in accordance with this Agreement, the Registration Agreement and the Offering Memorandum failing to be exempt from the registration requirements of the Securities Act or take any other action that would require the registration of the resale by the Initial Purchasers of the Notes under the Securities Act. (i) Except following the effectiveness of the Exchange Offer Registration Statement to be filed by the Issuer with the Commission pursuant to Section 1 of the Registration Agreement, none of the Issuer, any of its affiliates or any person acting on behalf of the Issuer or its affiliates will engage in any directed selling efforts within the meaning of Rule 902(b) under Regulation S, and the Issuer and its affiliates and each such person acting on their behalf will comply with the offering restrictions requirements of Regulation S. (j) Neither the Issuer nor its affiliates (as defined in Rule 501(b) under Regulation D) will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) the offering of which security will be integrated with the sale of the Notes in a manner that would require the registration of the Notes under the Securities Act. (k) During the period from the Closing Date to two years after the Closing Date, without the prior written consent of the Initial Purchasers, neither the Issuer nor the Subsidiaries will, or will permit any of their affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Notes that have been reacquired by them, except for the Notes purchased by the Issuer or any of its affiliates (as defined in Rule 144 under the Securities Act) and resold in a transaction registered under the Securities Act. (l) The Issuer will pay all expenses incident make available to holders of the Notes and prospective purchasers of the Notes designated by such holders, upon request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to the performance of its obligations under this Agreement and will reimburse each Agent for any expenses (including fees and disbursements of counsel) incurred by it extent required to permit compliance with Rule 144A in connection with qualification resales of the Securities Notes. (m) The Issuer will, if requested by the Initial Purchasers, use its best efforts in cooperation with the Initial Purchasers to permit the Notes to be eligible for clearance and settlement through The Depository Trust Company ("DTC"). (n) The Issuer will use the net proceeds received by it from the sale of the Notes in the manner specified in the Offering Memorandum under the heading "Use of Proceeds." (o) Prior to the Closing Date, except for press releases and communications regarding Revlon's business, products and management made in the ordinary course and consistent with past practice, neither the Issuer nor any of the Subsidiaries will issue any press release or other communications directly or indirectly or hold any press conference with respect to the Issuer or any of the Subsidiaries, the condition, financial or otherwise, or the earnings, business affairs or business prospects of any of them, without the prior written consent of the Representative, unless in the judgment of the Issuer and its counsel, and after notification to the Representative, such press release or communication is required by law, or by the rules, regulations or standards of the Commission or the New York Stock Exchange. (p) For a period of 90 days from the date of the Offering Memorandum, Revlon shall not offer for sale, sell, contract to sell or otherwise dispose of, directly or indirectly, or file a registration statement for, or announce any offer to sell, sale, contract for sale and determination of their eligibility for investment under the laws or other disposition of such jurisdictions as such Agent may designate and the printing of memoranda relating thereto, for any fees charged debt securities issued or guaranteed by investment rating agencies for the rating Revlon or any of the Securities, for expenses incurred in distributing Subsidiaries (other than the Prospectus and all supplements thereto, any preliminary prospectuses and any preliminary prospectus supplements, Notes or the Exchange Notes or to each Agent and for an affiliate of Revlon which agrees to be bound by the reasonable fees and disbursements provisions of counsel to this Section) without the Agents.prior written consent of Citigroup Global Markets Inc.

Certain Agreements of the Issuer. The Issuer agrees with the Agents that it will furnish to Oxxxxx, Hxxxxxxxxx & Sxxxxxxxx LLP, counsel for the Agents, one (1) signed copy and three conformed copies of the Registration Statements, including all exhibits, in the form that they became effective and of all amendments thereto and that, in connection with each offering of Securities, (a) The Issuer will advise each Agent promptly of any proposal to amend or supplement the Registration Statement Statements or the Prospectus (other than an amendment or supplement (i) providing solely for a change in the terms of the Securities, (ii) by means of the filing of materials incorporated by reference in the Prospectus, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities or (iv) that is a pricing amendment or supplement relating to Securities the purchase of which was not solicited by any Agent) and will afford the Agents a reasonable opportunity to comment on any such proposed amendment or supplementsupplement (other than any Pricing Supplement that relates to Securities not purchased through or by such Agent); and the Issuer will also advise each Agent of the filing and effectiveness of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement Statements or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (b) If, at any time when a prospectus relating to the Securities is required to be delivered under the ActAct and no suspension of solicitation of offers to purchase Securities pursuant to Section 3(b) or this Section 4(b) shall be in effect (any such time and any time when either any Agent shall own any Securities with the intention of reselling them or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred being referred to herein as a “Marketing Time”), any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, therein not misleading, or if it is necessary at any such time to amend the Registration Statement or the Prospectus to comply with the Act, the Exchange Act or the Rules and Regulations (other than as contemplated in the parenthetical clause of Section 4(a) hereof), the Issuer will promptly notify each Agent to suspend solicitation of offers to purchase the Securities; and if the Issuer shall decide so to amend or supplement the Registration Statement Statements or the Prospectus, it will promptly advise each Agent by telephone (with confirmation in writing) and and, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliancecompliance and will supply any such amended or supplemented Prospectus to such Agent in such quantities as such Agent may reasonably request. Notwithstanding the foregoing, if, at the time of any notification such event occurs or it becomes necessary to suspend solicitationsamend the Prospectus to comply with the Act, any Agent shall own any of the Securities with the intention of reselling them as contemplated by Section 11 hereofthem, or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred, the Issuer, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliancecompliance and will supply any such amended or supplemented Prospectus to such Agent in such quantities as such Agent may reasonably request. Neither the Agents’ consent to, nor their delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5. (c) The Issuer, during the period when a prospectus relating to the Securities is required to be delivered under the Act, Issuer will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, on or prior to the date on which the Issuer makes any announcement to the general public concerning earnings or concerning any other event which is required to be described, or which the Issuer proposes to describe, in a document filed pursuant to the Exchange Act, the Issuer will furnish the information contained or to be contained in such announcement to each Agent, confirmed in writing and, subject to the provisions of subsections (a) and (b) of this Section, will cause the Prospectus to be amended or supplemented to reflect the information contained in such announcement. The Issuer also will promptly furnish each Agent with copies of all material other press releases or announcements to the general public which are not filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and are not otherwise available on the IBM home page on the Internet, at "xxxx://xxx.xxx.xxx." public. The Issuer will also immediately notify each Agent of any downgrading in the rating of the Securities or any other debt securities of the Issuer, Issuer or any proposal to downgrade the rating of the Securities or any other debt securities of the Issuer, Issuer by any "“nationally recognized statistical rating organization" ” (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Issuer (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading of such rating), as soon as the Issuer learns of such downgrading or downgrading, proposal to downgradedowngrade or public announcement. (d) As soon as practicable, after the date of each acceptance by the Issuer of an offer to purchase Securities hereunder, but in any event not later than the Applicable Availability Date (as defined below), the Issuer will make generally available to its security-holders an earnings statement covering a period of at least 12 months beginning after the Applicable Effective Date (as defined below) which will satisfy the provisions of Section 11(a) of the Act and Rule 158 thereunder. For the purpose of the preceding sentence only, “Applicable Effective Date” means the latest of (i) the effective date of a Registration Statement, (ii) the effective date of the most recent post-effective amendment to a Registration Statement to become effective prior to the date of such acceptance, and (iii) the date of filing of the Issuer’s most recent Annual Report on Form 10-K filed with the Commission prior to the date of such acceptance, and “Applicable Availability Date” means (A) the 45th day after the end of the fourth fiscal quarter following the fiscal quarter that includes the Applicable Effective Date or (B) if such fourth fiscal quarter is the last quarter of the Issuer’s fiscal year, the 90th day after the end of such fourth fiscal quarter. (e) The Issuer will furnish to each Agent copies of the Registration Statements, including all exhibits, the Prospectus and all amendments and supplements thereto, and all amendments to the Registration Statement after the date hereof such documents (other than an amendment or supplement (i) relating to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities the purchase of which was not solicited by including any AgentPricing Supplement), in each case as soon as available and in such quantities as are reasonably requested. (ef) The Issuer will arrange for the qualification of the Securities for sale and the termination determination of their eligibility for investment under the laws of such jurisdictions as the Agents designate and will continue such qualifications in effect so long as required for the distribution distribution; provided, however, that in connection therewith the Issuer shall not be required to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified other than the State of the SecuritiesNew York or to file a general consent to service of process in any jurisdiction. (fg) So long as any Securities are outstanding, if so requested by the Agents, the Issuer will furnish to the Agents, (i) as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year, (ii) as soon as available, a copy of each report or definitive proxy statement of the Issuer, if any, Issuer filed with the Commission under the Exchange Act or mailed to stockholders, and (iii) from time to time, such other information concerning the Issuer as the Agents may reasonably request; provided, however, that the Issuer need furnish exhibits to the reports specified in clause (ii) only to the extent requested by the Agents. (gh) Unless otherwise agreed, the The Issuer will pay all expenses incident to the performance of its obligations under this Agreement or any agreement contemplated by Section 11 hereof and will reimburse each Agent for any expenses (including reasonable fees and disbursements of counsel) incurred by it in connection with qualification of the Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions as such Agent may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities, for any filing fee of the National Association of Securities Dealers, Inc. relating to the Securities, for expenses incurred by each Agent in distributing the Prospectus and all supplements theretothereto (including any Pricing Supplement), any preliminary prospectuses and any preliminary prospectus supplements, to for costs incurred by each Agent in advertising any offering of Securities and for each Agent’s reasonable expenses (including the reasonable fees and disbursements of counsel to the Agents) incurred in connection with the establishment or maintenance of the program contemplated by this Agreement or otherwise in connection with the activities of the Agents under this Agreement.

Certain Agreements of the Issuer. The Issuer has furnished to Sidley Xxxxxx Xxxxx & Xxxx LLP, counsel for the Distributors, one conformed copy of the Registration Statement, including all exhibits, in the form in which it became effective and agrees with the Agents to furnish all amendments thereto and that, in connection with each offering of Securities,: (aa. The Issuer will prepare a Pricing Supplement with respect to any Securities to be offered and sold to or through one or more Distributors pursuant to this Agreement and, after approval of such Pricing Supplement by such Distributor or Distributors, will file such Pricing Supplement with the Commission pursuant to and in accordance with Rule 424(b) under the Act. b. The Issuer will advise each Agent Distributor promptly of any proposal to amend or supplement the Registration Statement or the Prospectus (other than an amendment or supplement (i) providing solely for a change in the terms of the Securities, (ii) by means of the filing of materials incorporated by reference in the Prospectus, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities or (iv) that is a pricing amendment or supplement relating to Securities the purchase of which was not solicited by any Agent) and will afford the Agents Distributors a reasonable opportunity to comment on any such proposed amendment or supplementsupplement (other than any periodic report of the Issuer filed pursuant to Section 13 or Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any Pricing Supplement that relates to Securities not purchased through or by such Distributor); and the Issuer will also advise each Agent Distributor of the filing and effectiveness of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (b) c. If, at any time when (i) a prospectus relating to the Securities is required to be delivered under the ActAct and (ii) no suspension of solicitation of offers to purchase Securities pursuant to Section 3(b) or this Section 4(c) shall be in effect (any such time referred to in clause (ii) or any time when either any Distributor shall have purchased any Securities as principal as indicated in the applicable confirmation or Terms Agreement and holds such Securities with the intention of reselling them or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred being referred to herein as a "Marketing Time"), any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements statement therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or if it is necessary at any such time to amend the Registration Statement or the Prospectus to comply with the Act, the Exchange Act or the Rules and Regulations (other than as contemplated in the parenthetical clause of Section 4(a) hereof), the Issuer will promptly notify each Agent Distributor to suspend solicitation of offers to purchase the Securities; and if the Issuer shall decide so to amend or supplement the Registration Statement or the Prospectus, it will promptly advise each Agent Distributor by telephone (with confirmation in writing) and and, subject to the provisions of subsection (b) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Notwithstanding the foregoing, if, at during a Marketing Time any such event occurs or it becomes necessary to amend the time of any notification Prospectus to suspend solicitations, any Agent shall own any of the Securities comply with the intention of reselling them as contemplated by Section 11 hereof, or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurredAct, the Issuer, subject to the provisions of subsection (ab) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the Distributors consent to, nor their delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5. (c) d. The Issuer, during the period when a prospectus relating to the Securities is required to be delivered under the Act, Issuer will timely file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. In addition, during any Marketing Time, on or as soon as practicable after the date on which the Issuer issues a press release concerning earnings or concerning any other event which is required to be described, or which the Issuer proposes to describe, in a document filed pursuant to the Exchange Act, the Issuer will furnish the press release to each Distributor and, subject to the provisions of subsections (b) and (c) of this Section, will cause the Prospectus to be amended or supplemented to reflect the information contained in such press release. The Issuer also will promptly furnish each Agent Distributor during any Marketing Time, with copies of all material other press releases or announcements to the general public which are not filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and are not otherwise available on the IBM home page on the Internet, at "xxxx://xxx.xxx.xxx." releases. The Issuer will also immediately notify each Agent Distributor of any downgrading in the rating of the Securities or any other debt securities of the Issuer, Issuer or any proposal to downgrade the rating of the Securities or any other debt securities of the Issuer, Issuer by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Issuer (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading of such rating), as soon as the Issuer learns of such downgrading or downgrading, proposal to downgradedowngrade or public announcement. e. In order to comply with the provisions of Section 11(a) of the Act, the Issuer will, as soon as practicable, but not later than 16 months after the date of each acceptance by the Issuer of an offer to purchase Securities hereunder, make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the later of (di) the effective date of the registration statement relating to the Registered Securities, (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of such acceptance and (iii) the date of the Issuer's most recent Annual Report on Form 10-K filed with the Commission prior to the date of such acceptance. f. The Issuer will furnish to each Agent Distributor copies of the Registration Statement, including all exhibits, any related preliminary prospectus, any related preliminary prospectus supplement, the Prospectus and all amendments and supplements thereto, and all amendments to the Registration Statement after the date hereof such documents (other than an amendment or supplement (i) relating to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities the purchase of which was not solicited by including any AgentPricing Supplement), in each case as soon as available and in such quantities as are reasonably requested. (e) g. The Issuer will arrange for the qualification of the Securities for sale and the termination of their eligibility for investment under the laws of such jurisdictions as the Agents Distributors designate and will continue such qualifications in effect so long as required for the distribution distribution; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. h. During the period of five years after the date of the Securities. (f) So long as any last issuance of Securities are outstanding, if so requested by the Agentspursuant to this Agreement, the Issuer will furnish to the AgentsDistributors, (i) as soon as practicable available after the end of each fiscal year, a copy of its annual report to stockholders for such year, (ii) as soon as available, a copy of each report on Form 10-K or 10-Q or definitive proxy statement of the Issuer, if any, Issuer filed with the Commission under the Exchange Act or mailed to stockholders, and (iii) from time to time, such other information concerning the Issuer as the Agents Distributors may reasonably request. (g) Unless otherwise agreed, the i. The Issuer will pay all expenses incident to the performance of its obligations under this Agreement and will reimburse each Agent Distributor for any all reasonable expenses (including fees and reasonable disbursements of counselcounsel and fees of counsel not to exceed $12,000) incurred by it in connection with qualification of the Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions as such Agent Distributor may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities, for any filing fee of the National Association of Securities Dealers, Inc. relating to the Securities, for reasonable expenses incurred by each Distributor in distributing the Prospectus and all supplements theretothereto (including any Pricing Supplement), any preliminary prospectuses and any preliminary prospectus supplementssupplements to such Distributor, to for reasonable costs incurred by each Agent Distributor in any customary advertising of any offering of Securities and for each Distributor's reasonable expenses (including the reasonable fees and disbursements of counsel to the AgentsDistributors) incurred in connection with the establishment or maintenance of the program contemplated by this Agreement or otherwise in connection with the activities of the Distributors under this Agreement. j. If required pursuant to a Terms Agreement, for a period beginning at the time of execution of a Terms Agreement and ending on the date of delivery of the Securities covered thereby, the Issuer will not, without the prior consent of the Distributors party to such Terms Agreement, offer, sell, contract to sell or otherwise dispose of any United States dollar-denominated debt securities issued or guaranteed by the Issuer and having a maturity of more than one year from the date of issue, other than borrowings under the Issuer's revolving credit facility or unless otherwise specified in such Terms Agreement, pursuant to a transaction exempt from registration under the Act.

Certain Agreements of the Issuer. The Issuer agrees with the Agents that it will furnish to Orrixx, Xxrrxxxxxx & Xutcxxxxx XXX, counsel for the Agents, one (1) signed copy and three conformed copies of the Registration Statement, including all exhibits, in the form that they became effective and of all amendments thereto and that, in connection with each offering of Securities, (a) The Issuer will advise each Agent promptly of any proposal to amend or supplement the Registration Statement or the Prospectus (other than an amendment or supplement (i) providing solely for a change in the terms of the Securities, (ii) by means of the filing of materials incorporated by reference in the Prospectus, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities or (iv) that is a pricing amendment or supplement relating to Securities the purchase of which was not solicited by any Agent) and will afford the Agents a reasonable opportunity to comment on any such proposed amendment or supplementsupplement (other than any Pricing Supplement that relates to Securities not purchased through or by such Agent); and the Issuer will also advise each Agent of the filing and effectiveness of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (b) If, at any time when a prospectus relating to the Securities is required to be delivered under the ActAct and no suspension of solicitation of offers to purchase Securities pursuant to Section 3(b) or this Section 4(b) shall be in effect (any such time and any time when either any Agent shall own any Securities with the intention of reselling them or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred being referred to herein as a "Marketing Time"), any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, therein not misleading, or if it is necessary at any such time to amend the Registration Statement or the Prospectus to comply with the Act, the Exchange Act or the Rules and Regulations (other than as contemplated in the parenthetical clause of Section 4(a) hereof), the Issuer will promptly notify each Agent to suspend solicitation of offers to purchase the Securities; and if the Issuer shall decide so to amend or supplement the Registration Statement or the Prospectus, it will promptly advise each Agent by telephone (with confirmation in writing) and will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Notwithstanding the foregoing, if, at the time of any notification to suspend solicitations, any Agent shall own any of the Securities with the intention of reselling them as contemplated by Section 11 hereof, or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred, the Issuerand, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. (c) The Issuer, during the period when a prospectus relating to the Securities is required to be delivered under the Act, will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. The Issuer will promptly furnish each Agent with copies of all material press releases or announcements to the general public which are not filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and are not otherwise available on the IBM home page on the Internet, at "xxxx://xxx.xxx.xxx." The Issuer will also immediately notify each Agent of any downgrading in the rating of the Securities or any other debt securities of the Issuer, or any proposal to downgrade the rating of the Securities or any other debt securities of the Issuer, by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), as soon as the Issuer learns of such downgrading or proposal to downgrade. (d) The Issuer will furnish to each Agent copies of the Prospectus and all amendments and supplements thereto, and all amendments to the Registration Statement after the date hereof (other than an amendment or supplement (i) relating to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities the purchase of which was not solicited by any Agent), in each case as soon as available and in such quantities as are reasonably requested. (e) The Issuer will arrange for the qualification of the Securities for sale and the termination of their eligibility for investment under the laws of such jurisdictions as the Agents designate compliance and will continue supply any such qualifications in effect so long as required for the distribution of the Securities. (f) So long as any Securities are outstanding, if so requested by the Agents, the Issuer will furnish to the Agents, (i) as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year, (ii) as soon as available, a copy of each report or definitive proxy statement of the Issuer, if any, filed with the Commission under the Exchange Act or mailed to stockholders, and (iii) from time to time, such other information concerning the Issuer as the Agents may reasonably request. (g) Unless otherwise agreed, the Issuer will pay all expenses incident to the performance of its obligations under this Agreement and will reimburse each Agent for any expenses (including fees and disbursements of counsel) incurred by it in connection with qualification of the Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions as such Agent may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities, for expenses incurred in distributing the Prospectus and all supplements thereto, any preliminary prospectuses and any preliminary prospectus supplements, to each Agent and for the reasonable fees and disbursements of counsel to the Agents.amended

Certain Agreements of the Issuer. The Issuer agrees with the Agents Initial Purchasers that, in connection with each offering of Securities,: (a) The Issuer will advise each Agent the Joint Lead Managers promptly of any proposal to amend or supplement the Registration Statement or the Prospectus (other than an amendment or supplement (i) providing solely for a change in the terms of the Securities, (ii) by means of the filing of materials incorporated by reference in the Prospectus, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities or (iv) that is a pricing amendment or supplement relating to Securities the purchase of which was not solicited by any Agent) Offering Circular and will afford the Agents a reasonable opportunity to comment on any such proposed amendment or supplement; and the Issuer will also advise each Agent of the filing of not effect any such amendment or supplement and of supplementation to which the institution Joint Lead Managers shall reasonably object by written notice to the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts Issuer after a reasonable period to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (b) review. If, at any time when a prospectus relating prior to the Securities is required completion of the resale of the Initial Notes by the Initial Purchasers and prior to be delivered under the Actconsummation of the Exchange Offer or the effectiveness of an applicable Shelf Registration Statement, any event occurs as a result of which the Prospectus such Offering Circular as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is deliveredmade, not misleading, or if it is necessary at any such time to amend the Registration Statement or the Prospectus to comply with the Act, the Exchange Act or the Rules and Regulations (other than as contemplated in the parenthetical clause of Section 4(a) hereof), the Issuer will promptly notify each Agent to suspend solicitation of offers to purchase the Securities; and if the Issuer shall decide so to amend or supplement such Offering Circular to comply with any applicable law, the Registration Statement or Issuer promptly will notify the ProspectusJoint Lead Managers of such event and promptly will prepare, it will promptly advise each Agent by telephone (with confirmation in writing) and will promptly prepare and file with the Commission at its own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Notwithstanding Neither the foregoingconsent of the Joint Lead Managers to, if, at nor the time of any notification Initial Purchasers' delivery to suspend solicitationsofferees or investors of, any Agent such amendment or supplement shall own constitute a waiver of any of the Securities with the intention of reselling them as contemplated by conditions set forth in Section 11 hereof, or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred, the Issuer, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance6. (c) The Issuer, during the period when a prospectus relating to the Securities is required to be delivered under the Act, will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. The Issuer will promptly furnish each Agent with copies of all material press releases or announcements to the general public which are not filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and are not otherwise available on the IBM home page on the Internet, at "xxxx://xxx.xxx.xxx." The Issuer will also immediately notify each Agent of any downgrading in the rating of the Securities or any other debt securities of the Issuer, or any proposal to downgrade the rating of the Securities or any other debt securities of the Issuer, by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), as soon as the Issuer learns of such downgrading or proposal to downgrade. (db) The Issuer will furnish to each Agent the Initial Purchasers copies of any Preliminary Offering Circular, the Prospectus Final Offering Circular and all amendments and supplements thereto, to such documents and all amendments to the Registration Statement after the date hereof (other than an amendment or supplement (i) relating to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities the purchase of which was not solicited by any Agent)Indenture, in each case as soon as available and in such quantities as are the Initial Purchasers reasonably requestedrequest. At any time when the Issuer is not subject to Section 13 or 15(d) of the U.S. Exchange Act and is not exempt from reporting pursuant to Rule 12g3-2(b) under the U.S. Exchange Act, the Issuer will promptly at the request of any Initial Purchaser or any holder of the Notes furnish or cause to be furnished to the Initial Purchasers and, upon request of holders and prospective purchasers of the Notes designated by holders of the Notes, to such holders and purchasers, copies of the information required to be delivered to holders and prospective purchasers of the Notes all Additional Issuer Information in order to permit compliance with Rule 144A in connection with resales by such holders of the Notes. The Issuer will pay the expenses of printing and distributing to the Initial Purchasers or such holders of the Notes all such documents. (ec) The Issuer undertakes to use the proceeds from the issue of the Initial Notes as set forth under "Use of Proceeds" in the Offering Circular. (d) The Issuer will arrange cooperate as reasonably requested by the Initial Purchasers in arranging for the qualification of the Securities Initial Notes for sale and the termination determination of their eligibility for investment under the laws of such jurisdictions in the United States as the Agents Initial Purchasers designate and will continue such qualifications in effect so long as required for the distribution resale of the SecuritiesInitial Notes by the Initial Purchasers, provided that the Issuer will not be required to qualify as a foreign corporation or to file a general consent to service of process in any such state or to subject itself to taxation in excess of a nominal amount under any jurisdiction where it is not subject. (fe) So For so long as any Securities are Notes remain outstanding, if so requested by the Agents, the Issuer will furnish to the AgentsInitial Purchasers, upon request, (i) as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year, (ii) as soon as available, a copy of each report or definitive proxy financial statement of the Issuer, if any, furnished to or filed with the Commission under SEC or any securities exchange on which any class of securities of any member of the Exchange Act Issuer Group is or mailed to stockholdersmay be listed, and (iiiii) from time to time, such copies of all reports and other information concerning communication (financial or otherwise) furnished by any member of the Issuer Group to the Trustee or the holders of the Notes. (f) During the period of two years after the Closing Date, the Issuer will not, and will not permit any of its affiliates (as defined in Rule 144 under the Agents may reasonably requestU.S. Securities Act) to, without the prior written consent of the Joint Lead Managers, resell any of the Initial Notes that have been reacquired by any of them except for any Initial Notes purchased by the Issuer or any of its affiliates and resold in a transaction registered under the U.S. Securities Act. (g) Unless otherwise agreedDuring the period of two years after the Closing Date, the Issuer will not be or become an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the U.S. Investment Company Act. (h) The Issuer will pay or reimburse (or cause to pay or cause to reimburse), as appropriate, all expenses incident (together with any VAT thereon whether in connection with a supply to the Issuer or to any other person where the Issuer has agreed to pay or reimburse the expense of that person) arising out of or incurred in connection with or incidental to the issuance, delivery and performance of its and any other party's obligations (with respect to such other party's obligations as limited to those expenses set forth in clauses (i) through (x)) under this Agreement and will reimburse the High Yield Closing Date Agreements including (i) the fees and expenses of the Trustee and its professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Notes, the preparation and printing of the High Yield Closing Date Agreements and each Agent Offering Circular (including, without limitation, financial statements) and all amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Notes (but not, except as otherwise provided for herein, legal fees and expenses of counsel to the Initial Purchasers in connection therewith); (iii) the cost of listing the Notes on the Luxembourg Stock Exchange and any expenses incidental thereto; (iv) the cost of any advertising approved by the Issuer in connection with the issue of the Notes; (v) any reasonable expenses (including reasonable fees and disbursements of counsellocal counsel to the Initial Purchasers outside of France and the United States) incurred by it in connection with qualification of the Securities Initial Notes for sale and determination of their eligibility for investment under the laws of such jurisdictions as such Agent may the Initial Purchasers designate and the printing of memoranda relating thereto, for ; (vi) any fees charged by investment rating agencies for the rating of the Securities, for Notes; (vii) expenses incurred in distributing the Prospectus Preliminary Offering Circulars and all any Final Offering Circular (including any amendments and supplements thereto) to the Initial Purchasers as may reasonably be requested for Exempt Resales; (viii) the fees, disbursements and expenses of the Issuer's counsel and accountants; (ix) all expenses and application fees incurred in connection with the application for the inclusion of the Notes on the PORTAL Market and the approval of the Notes for book-entry transfer by Euroclear and Clearstream; and (x) the performance by the Issuer of its other obligations under this Agreement provided that, except as set forth under Section 5(h)(v) and Section 10, the Initial Purchasers shall pay all their own costs and expenses, including the fees and expenses of their counsel. (i) In connection with the offering, until the Initial Purchasers shall have notified the Issuer of the completion of the resale of the Initial Notes, neither the Issuer nor any of its affiliates has nor will, either alone or with one or more other persons, bid for or purchase for any account in which it or any of its affiliates has a beneficial interest in any Notes or attempt to induce any person to purchase any Notes; and neither it nor any of its affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Notes. (j) During the period beginning on the date hereof and continuing to and including the Closing Date, no member of the Issuer Group without the prior written consent of the Initial Purchasers will offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any preliminary prospectuses and debt securities nor any preliminary prospectus supplementswarrants, rights or options to purchase or otherwise acquire debt securities, in each Agent and for the reasonable fees and disbursements of counsel case, substantially similar to the AgentsNotes (other than the Notes and commercial paper issued in the ordinary course of business). No member of the Issuer Group will at any time offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(2) of the U.S. Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Initial Notes. (k) The Issuer will indemnify and hold harmless the Initial Purchasers against any documentary, stamp, issuance, transfer or similar tax or duty, together with any interest or penalties thereon, on the creation, issuance, initial sale and resale of the Notes and on the execution and delivery of this Agreement and the High Yield Closing Date Agreements. All payments to be made by the Issuer hereunder shall be made free and clear of and without withholding or deduction for or on account of any present or future taxes, duties or governmental charges whatsoever unless compelled by law. If the Issuer is compelled by law to deduct or withhold such taxes, duties or charges, the Issuer shall pay such additional amounts (including VAT) as may be necessary in order that the net amounts received after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had been made. (l) The Issuer will use its reasonable best efforts to (i) effect the listing of the Notes on the Luxembourg Stock Exchange as soon as practicable but, in any event, prior to the first interest payment date in respect of the Notes and (ii) maintain the listing of the Notes on the Luxembourg Stock Exchange for so long as the Notes are outstanding. In connection with the foregoing, the Issuer will, on or prior to the date on which the Notes are approved for listing on the Luxembourg Stock Exchange, submit to the Luxembourg Stock Exchange the Listing Particulars and each document in final form as required by Section 6 and Appendix I of the Luxembourg Stock Exchange's Rules regarding Admission to Official Stock Exchange Listing and Public Offer of Transferable Securities, as amended (the "Listing Rules"). (m) If the Notes are approved for listing on the Luxembourg Stock Exchange, the Issuer will (i) publish the Listing Particulars (and, if appropriate, any supplemental Listing Particulars) as required by the Listing Rules; (ii) comply with the Listing Rules; and (iii) make available sufficient copies of the Listing Particulars at the registered office of the Issuer, and the other locations referred to in the Listing Particulars as required by the Luxembourg Stock Exchange.

Certain Agreements of the Issuer. The Issuer agrees with the Agents that it will furnish to Shearman & Sterling LLP, counsel for the Agents, one conformed copy of the Registration Statement, including all exhibits (but excluding all documents incorporated by reference), in the form it became effective and of all amendments thereto and that, in connection with each offering of Securities, (a) The Issuer will prepare a Pricing Supplement with respect to any Securities to be offered and sold to or through one or more Agents pursuant to this Agreement and, after approval of such Pricing Supplement by such Agent or Agents, will file such Pricing Supplement with the Commission pursuant to and in accordance with Rule 424(b) under the Act. (b) The Issuer will advise each Agent promptly of any proposal to amend or supplement the Registration Statement or the Prospectus (other than an amendment or supplement (i) providing solely for a change in the terms of the Securities, (ii) by means of the filing of materials incorporated by reference in the Prospectus, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities or (iv) that is a pricing amendment or supplement relating to Securities the purchase of which was not solicited by any Agent) and will afford the Agents a reasonable opportunity to comment on any such proposed amendment or supplementsupplement (other than any report filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any Pricing Supplement that relates to Securities not purchased through or by such Agent), and if the Issuer effects any such amendment of or supplement to the Registration Statement or the Prospectus to which an Agent objects, such Agent shall be relieved of its obligations under Section 3(b) to solicit offers to purchase Securities until such time as the Issuer shall have filed such further amendments or supplements such that such Agent is reasonably satisfied with the Registration Statement and the Prospectus, as then amended or supplemented; and the Issuer will also advise each Agent promptly of the filing and effectiveness of any such amendment or supplement (other than any report filed under the Exchange Act and any Pricing Supplement that relates to Securities not purchased through or by such Agent) and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issuedthereof. (bc) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Prospectus Prospectus, as then amended or supplemented supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or if it is necessary at any such time to amend the Registration Statement or the Prospectus to comply with the Act, the Exchange Act or the Rules and Regulations (other than as contemplated in the parenthetical clause of Section 4(a) hereof), the Issuer will promptly notify each Agent by telephone (with confirmation in writing) to suspend solicitation of offers to purchase the SecuritiesSecurities and to cease making offers or sales of Securities which an Agent may then own as principal; and if the Issuer shall decide so to amend or supplement the Registration Statement or the Prospectus, it will promptly advise each Agent by telephone (with confirmation in writing) and and, subject to the provisions of subsection (b) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Notwithstanding the foregoing, if, at any time such event occurs or it becomes necessary to amend the time of any notification Prospectus to suspend solicitations, any Agent shall own any of the Securities comply with the intention of reselling them as contemplated by Section 11 hereofAct, or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurredin each case during a Marketing Time, the Issuer, subject to the provisions of subsection (ab) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the Agents’ consent to, nor their delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5. (cd) The Issuer, during the period when a prospectus relating to the Securities is required to be delivered under the Act, Issuer will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. In addition, on or prior to the date on which the Issuer makes any announcement to the general public concerning earnings or any other event which announcement or event is required to be described in a document filed pursuant to the Exchange Act, the Issuer will, subject to the provisions of subsections (b) and (c) of this Section, cause the Prospectus to be amended or supplemented to reflect the information contained in such announcement. (e) The Issuer will promptly furnish each Agent with copies of all material press releases or announcements to the general public which are not filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and are not otherwise available on the IBM home page on the Internet, at "xxxx://xxx.xxx.xxx." The Issuer will also immediately notify each Agent of any downgrading in the rating of the Securities or any other debt securities of the Issuer, Issuer or any known proposal to downgrade the rating of the Securities or any other debt securities of the Issuer, Issuer by any "“nationally recognized statistical rating organization" ” (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Issuer (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading of such rating), as soon as the Issuer learns of such downgrading or downgrading, proposal to downgradedowngrade or public announcement. (df) As soon as practicable, but not later than 15 months after the date of each acceptance by the Issuer of an offer to purchase Securities hereunder, the Issuer will make generally available to its security holders an earnings statement covering a period of at least 12 months beginning after the later of (i) the effective date of the Registration Statement relating to the Registered Securities, (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of such acceptance and (iii) the date of the Issuer’s most recent Annual Report on Form 10-K filed with the Commission prior to the date of such acceptance, which will satisfy the provisions of Section 11(a) of the Act or Rule 158 thereunder. (g) The Issuer upon request will furnish to each Agent copies of the Registration Statement, including all exhibits, any related preliminary prospectus, any related preliminary prospectus supplement, the Prospectus and all amendments and supplements thereto, and all amendments to the Registration Statement after the date hereof such documents (other than an amendment or supplement (i) relating to an offering including any Pricing Supplement but excluding copies of any electronic filings made by the Issuer of Registered Securities other than with the Securities or (ii) that solely specifies Commission under the terms of the Securities the purchase of which was not solicited Exchange Act and any documents incorporated by any Agentreference), in each case as soon as available and in such quantities as are reasonably requested. (eh) The Issuer will cooperate with the Agents in connection with the registration or qualification of the Securities for offer and sale in those states of the United States whose securities or Blue Sky laws require further action, as determined pursuant to a Blue Sky survey delivered to the Agents by Shearman & Sterling LLP. The Issuer will arrange for the qualification of the Securities for sale and the termination determination of their eligibility for investment under the laws of such additional jurisdictions as the Issuer and the Agents designate and shall mutually agree on prior to the Closing Date. The Issuer will continue all such qualifications in effect so long as required for the distribution of the Securitiesdistribution. (fi) So long as any Securities are outstanding, if so requested by the Agents, the Issuer will furnish to the Agents, (i) as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year, (ii) as soon as available, a copy of each report or definitive proxy statement of the Issuer, if any, unless filed with the Commission under the Exchange Act or mailed to stockholdersCommission, and (iii) from time to time, such other information concerning the Issuer as the Agents may reasonably request. (gj) Unless otherwise agreed, the The Issuer will pay pay, or reimburse each Agent for, all reasonable expenses incident to the performance establishment of its obligations under the program contemplated by this Agreement and will reimburse each Agent for any expenses (including fees and disbursements of counsel) incurred by it in connection with qualification of the Securities for sale and determination of their eligibility for investment under the laws of those jurisdictions designated in accordance with (h) above (including reasonable fees and disbursements of counsel for the Agents relating to the preparation and delivery of the Blue Sky survey and such jurisdictions as such Agent may designate qualification) and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities, for any filing fee incident to, and the reasonable fees and disbursements of counsel to the Agents in connection with, any required review by the National Association of Securities Dealers, Inc. relating to the Securities, for reasonable expenses incurred by each Agent in distributing the Prospectus and all supplements thereto, thereto (including any Pricing Supplement) and any preliminary prospectuses and any preliminary prospectus supplements, to for previously approved costs incurred by each Agent in advertising any offering of Securities and for each Agent’s reasonable expenses (including the reasonable fees and disbursements of counsel to the Agents) incurred in connection with the establishment of and, if mutually agreed on by the Issuer and the Agents, the maintenance of the program contemplated by this Agreement.

Certain Agreements of the Issuer. The Issuer agrees with the Agents that, in connection with each offering of Securities, (a) The Issuer will advise each Agent promptly of any proposal to amend or supplement the Registration Statement or the Prospectus (other than an amendment or supplement (i) providing solely for a change in the terms of the Securities, (ii) by means of the filing of materials incorporated by reference in the Prospectus, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities or (iv) that is a pricing amendment or supplement relating to Securities the purchase of which was not solicited by any Agent) and will afford the Agents a reasonable opportunity to comment on any such proposed amendment or supplement; and the Issuer will also advise each Agent of the filing of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or if it is necessary at any time to amend the Registration Statement or the Prospectus to comply with the Act, the Exchange Act or the Rules and Regulations (other than as contemplated in the parenthetical clause of Section 4(a) hereof), the Issuer will promptly notify each Agent to suspend solicitation of offers to purchase the Securities; and if the Issuer shall decide so to amend or supplement the Registration Statement or the Prospectus, it will promptly advise each Agent by telephone (with confirmation in writing) and will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Notwithstanding the foregoing, if, at the time of any notification to suspend solicitations, any Agent shall own any of the Securities with the intention of reselling them as contemplated by Section 11 hereof, or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred, the Issuer, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. (c) The Issuer, during the period when a prospectus relating to the Securities is required to be delivered under the Act, will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. The Issuer will promptly furnish each Agent with copies of all material press releases or announcements to the general public which are not filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and are not otherwise available on the IBM home page on the Internet, at "xxxx://xxx.xxx.xxx." The Issuer will also immediately notify each Agent of any downgrading in the rating of the Securities or any other debt securities of the Issuer, or any proposal to downgrade the rating of the Securities or any other debt securities of the Issuer, by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), as soon as the Issuer learns of such downgrading or proposal to downgrade. (d) The Issuer will furnish to each Agent copies of the Prospectus and all amendments and supplements thereto, and all amendments to the Registration Statement after the date hereof (other than an amendment or supplement (i) relating to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities the purchase of which was not solicited by any Agent), in each case as soon as available and in such quantities as are reasonably requested. (e) The Issuer will arrange for the qualification of the Securities for sale and the termination of their eligibility for investment under the laws of such jurisdictions as the Agents designate and will continue such qualifications in effect so long as required for the distribution of the Securities. (f) So long as any Securities are outstanding, if so requested by the Agents, the Issuer will furnish to the Agents, (i) as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year, (ii) as soon as available, a copy of each report or definitive proxy statement of the Issuer, if any, filed with the Commission under the Exchange Act or mailed to stockholders, and (iii) from time to time, such other information concerning the Issuer as the Agents may reasonably request. (g) Unless otherwise agreed, the Issuer will pay all expenses incident to the performance of its obligations under this Agreement and will reimburse each Agent for any expenses (including fees and disbursements of counsel) incurred by it in connection with qualification of the Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions as such Agent may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities, for expenses incurred in distributing the Prospectus and all supplements thereto, any preliminary prospectuses and any preliminary prospectus supplements, to each Agent and for the reasonable fees and disbursements of counsel to the Agents.all

Certain Agreements of the Issuer. The Issuer agrees with the Agents several Initial Purchasers that, in connection with each offering of Securities,: (a) The Issuer will advise each Agent CSFBC promptly of any proposal to amend or supplement the Registration Statement or the Prospectus (other than an amendment or supplement (i) providing solely for a change in the terms of the Securities, (ii) by means of the filing of materials incorporated by reference in the Prospectus, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities or (iv) that is a pricing amendment or supplement relating to Securities the purchase of which was not solicited by any Agent) Offering Document and will afford the Agents a reasonable opportunity to comment on any such proposed amendment or supplement; and the Issuer will also advise each Agent of the filing of any not effect such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (b) supplementation without CSFBC's consent. If, at any time when a prospectus relating prior to the completion of the resale of the Offered Securities is required to be delivered under by the ActInitial Purchasers, any event occurs as a result of which the Prospectus Offering Document as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is deliveredmade, not misleading, or if it is necessary at any such time to amend the Registration Statement or the Prospectus to comply with the Act, the Exchange Act or the Rules and Regulations (other than as contemplated in the parenthetical clause of Section 4(a) hereof), the Issuer will promptly notify each Agent to suspend solicitation of offers to purchase the Securities; and if the Issuer shall decide so to amend or supplement the Registration Statement or Offering Document to comply with any applicable law, the ProspectusIssuer promptly will notify CSFBC of such event and promptly will prepare, it will promptly advise each Agent by telephone (with confirmation in writing) and will promptly prepare and file with the Commission at its own expense, an amendment or supplement which that will correct such statement or omission or an amendment which will effect such compliance. Notwithstanding Neither CSFBC's consent to, nor the foregoing, if, at the time of any notification Initial Purchasers' delivery to suspend solicitationsofferees or investors of, any Agent such amendment or supplement shall own constitute a waiver of any of the Securities with the intention of reselling them as contemplated by conditions set forth in Section 11 hereof, or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred, the Issuer, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance6. (c) The Issuer, during the period when a prospectus relating to the Securities is required to be delivered under the Act, will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. The Issuer will promptly furnish each Agent with copies of all material press releases or announcements to the general public which are not filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and are not otherwise available on the IBM home page on the Internet, at "xxxx://xxx.xxx.xxx." The Issuer will also immediately notify each Agent of any downgrading in the rating of the Securities or any other debt securities of the Issuer, or any proposal to downgrade the rating of the Securities or any other debt securities of the Issuer, by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), as soon as the Issuer learns of such downgrading or proposal to downgrade. (db) The Issuer will furnish to each Agent CSFBC copies of any preliminary offering circular, the Prospectus Offering Document and all amendments and supplements thereto, and all amendments to the Registration Statement after the date hereof (other than an amendment or supplement (i) relating to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities the purchase of which was not solicited by any Agent)such documents, in each case as soon as available and in such quantities as are CSFBC reasonably requestedrequests, and the Issuer will furnish to CSFBC on the date hereof three copies of the Offering Document signed by a duly authorized officer of the Issuer, one of which will include the independent accountants' reports therein manually signed by such independent accountants. At any time when the Issuer is not subject to Section 13 or 15(d) of the Exchange Act, the Issuer will promptly furnish or cause to be furnished to CSFBC (and, upon request, to each of the other Initial Purchasers) and, upon request of holders and prospective purchasers of the Offered Securities, to such holders and purchasers, copies of the information required to be delivered to holders and prospective purchasers of the Offered Securities pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto) in order to permit compliance with Rule 144A in connection with resales by such holders of the Offered Securities. The Issuer will pay the expenses of printing and distributing to the Initial Purchasers all such documents. (ec) The Issuer will arrange for the qualification of the Offered Securities for sale and the termination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as the Agents designate CSFBC reasonably designates and will continue such qualifications in effect so long as required for the distribution resale of the SecuritiesOffered Securities by the Initial Purchasers; provided, however, that the Issuer will not be required to qualify as a foreign corporation, subject itself to taxation or to file a general consent to service of process in any such jurisdiction. (fd) So For so long as any Offered Securities are remain outstanding, if so requested by the Agents, the Issuer will furnish to CSFBC and, upon request, to the Agentsother Initial Purchaser, (i) as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the Issuer will furnish to CSFBC and, upon request, to the other Initial Purchaser (iii) as soon as available, a copy of each report report, notice or definitive proxy statement of the Issuercommunication sent to security holders or, if anyapplicable, filed with the Commission under the Exchange Act or mailed to stockholders, any securities exchange and (iiiii) from time to time, such other information concerning the Issuer as the Agents CSFBC may reasonably request. (e) During the period of two years after the Closing Date, the Issuer will, upon request, furnish to CSFBC and the other Initial Purchaser and any holder of Offered Securities a copy of the restrictions on transfer applicable to the Offered Securities. (f) During the period of two years after the Closing Date, the Issuer will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Offered Securities that have been reacquired by them. (g) Unless otherwise agreedDuring the period of two years after the Closing Date, the Issuer will not be or become an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act and is not, and will not be or become, a closed-end investment company required to be registered, but not registered, under the Investment Company Act. (h) The Issuer will pay all expenses incident incidental to the performance of the Issuer's and each Guarantor's obligations (as applicable) under the Operative Documents, including (i) the fees and expenses of the Trustee and its obligations under professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities, the preparation and printing of this Agreement Agreement, the Registration Rights Agreement, the Offered Securities, the Indenture, the Guarantees, the Offering Document and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Offered Securities; (iii) the cost of qualifying the Offered Securities for trading in the Private Offerings, Resale and Trading through Automated Linkages (PORTAL) market and any expenses incidental thereto; and (iv) the cost of any advertising approved by the Issuer in connection with the issue of the Offered Securities. The Issuer will also pay or reimburse each Agent the Initial Purchasers (to the extent incurred by them) for any expenses (including reasonable fees and disbursements of counsel) incurred by it in connection with qualification of the Offered Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as such Agent may designate CSFBC reasonably designates and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Offered Securities, for all travel expenses of the Issuer's officers and employees and any other expenses of the Issuer in connection with attending or hosting meetings with prospective purchasers of the Offered Securities from the Initial Purchasers and for expenses incurred in distributing preliminary offering circulars and the Prospectus Offering Document (including any amendments and all supplements thereto) to the Initial Purchasers. (i) For a period of 90 days after the date hereof, neither the Issuer nor any of its affiliates has or will, either alone or with one or more other persons, bid for or purchase for any account in which it or any of its affiliates has a beneficial interest any Offered Securities or attempt to induce any person to purchase any Offered Securities; and neither it nor any of its affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Offered Securities. (j) For a period of 180 days after the date hereof, the Issuer will not offer, sell, contract to sell, pledge or otherwise dispose of any United States dollar-denominated debt securities issued or guaranteed by the Issuer (other than any commercial loans or other debt incurred in the ordinary course of the Issuer's business) and having a maturity of more than one year from the date of issue without the prior written consent of CSFBC, which consent shall not be reasonably withheld. The Issuer will not at any time offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any preliminary prospectuses and any preliminary prospectus supplementssecurities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act or the safe harbor of Regulation S thereunder to each Agent and for the reasonable fees and disbursements of counsel cease to be applicable to the Agentsoffer and sale of the Offered Securities.

Certain Agreements of the Issuer. The Issuer agrees with the Agents that, in connection with each offering of Securities, (a) The Issuer will advise each Agent promptly of For so long as any proposal to amend or supplement the Registration Statement or the Prospectus (other than an amendment or supplement (i) providing solely for a change in the terms of the SecuritiesBonds remains Outstanding, (ii) by means of the filing of materials incorporated by reference in the Prospectus, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities or (iv) that is a pricing amendment or supplement relating to Securities the purchase of which was not solicited by any Agent) and will afford the Agents a reasonable opportunity to comment on any such proposed amendment or supplement; and the Issuer will also advise each Agent of not terminate the filing of Trust Agreement, or agree or consent to any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issuedtermination. (b) If, at any time when a prospectus relating The Issuer agrees to the Securities is required to be delivered take such actions under the Act, any event occurs Trust Agreement as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, are not misleading, or if it is necessary at any time to amend the Registration Statement or the Prospectus to comply inconsistent with the Act, the Exchange Act or the Rules and Regulations (other than as contemplated in the parenthetical clause of Section 4(a) hereof), the Issuer will promptly notify each Agent to suspend solicitation of offers to purchase the Securities; and if the Issuer shall decide so to amend or supplement the Registration Statement or the Prospectus, it will promptly advise each Agent by telephone (with confirmation in writing) and will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Notwithstanding the foregoing, if, at the time of any notification to suspend solicitations, any Agent shall own any of the Securities with the intention of reselling them as contemplated by Section 11 hereof, or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred, the Issuer, subject to the provisions of subsection (a) of the Trust Agreement and this Section, will promptly prepare and file with Indenture as may be directed from time to time by the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such complianceIndenture Trustee. (c) The For so long as any of the Bonds remains Outstanding, the Issuer will not amend, agree to amend or execute any amendment to the Trust Agreement without the consent of the Indenture Trustee and the consent of Holders representing more than 50% of the Aggregate Current Principal Amount of all Outstanding Bonds; provided, however, that (i) no consent of the Indenture Trustee or of any Bondholder shall be required in respect of an amendment to the Trust Agreement (A) to cure any ambiguity, (B) to correct or supplement any provisions in the Trust Agreement, (C) to correct or amplify the description of the Tax Liens, (D) to correct or amplify the method by which payments are made to and from the Distribution Account (as defined in the Trust Agreement), (E) to add additional covenants for the benefit of the Issuer Trustee, or (F) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust Agreement; provided, however, that any action specified in clause (F) above shall not, as evidenced by an Opinion of Counsel delivered to the Indenture Trustee and the Issuer, during adversely affect in any material respect the period when a prospectus relating interests of any Bondholder; and provided further, however, that no action specified in clause (F) above shall be deemed to adversely affect in any material respect the Securities is interests of the Bondholders and no such opinion shall be required to be delivered under if the ActPerson requesting the amendment obtains a letter from each Rating Agency stating that the amendment would not result in the downgrading or withdrawal of the respective ratings then assigned to the Bonds, will file promptly all documents and (ii) no such amendment shall reduce in any manner the amount of, or delay the timing of, collections on Tax Liens or payments that shall be required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. The Issuer will promptly furnish each Agent with copies of all material press releases or announcements to the general public which are not filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and are not otherwise available on the IBM home page on the Internet, at "xxxx://xxx.xxx.xxx." The Issuer will also immediately notify each Agent of any downgrading in the rating of the Securities or any other debt securities of the Issuer, or any proposal to downgrade the rating of the Securities or any other debt securities of the Issuer, by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), as soon as the Issuer learns of such downgrading or proposal to downgrade. (d) The Issuer will furnish to each Agent copies of the Prospectus and all amendments and supplements thereto, and all amendments to the Registration Statement after the date hereof (other than an amendment or supplement (i) relating to an offering made by the Issuer of Registered Securities other than Trustee to the Securities or (ii) that solely specifies the terms owner of the Securities the purchase of which was not solicited by any Agent), in each case as soon as available and in such quantities as are reasonably requested. (e) The Issuer will arrange for the qualification of the Securities for sale and the termination of their eligibility for investment ownership interest under the laws of such jurisdictions as the Agents designate and will continue such qualifications in effect so long as required for the distribution of the SecuritiesTrust Agreement. (f) So long as any Securities are outstanding, if so requested by the Agents, the Issuer will furnish to the Agents, (i) as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year, (ii) as soon as available, a copy of each report or definitive proxy statement of the Issuer, if any, filed with the Commission under the Exchange Act or mailed to stockholders, and (iii) from time to time, such other information concerning the Issuer as the Agents may reasonably request. (g) Unless otherwise agreed, the Issuer will pay all expenses incident to the performance of its obligations under this Agreement and will reimburse each Agent for any expenses (including fees and disbursements of counsel) incurred by it in connection with qualification of the Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions as such Agent may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities, for expenses incurred in distributing the Prospectus and all supplements thereto, any preliminary prospectuses and any preliminary prospectus supplements, to each Agent and for the reasonable fees and disbursements of counsel to the Agents.

Certain Agreements of the Issuer. The Issuer agrees with the Agents that, in connection with each offering of Securities, (a) The Issuer will advise each Agent promptly of any proposal to amend or supplement the Registration Statement or the Prospectus (other than an amendment or supplement (i) providing solely for a change in the terms of the Securities, (ii) by means of the filing of materials incorporated by reference in the Prospectus, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities or (iv) that is a pricing amendment or supplement relating to Securities the purchase of which was not solicited by any Agent) and will afford the Agents a reasonable opportunity to comment on any such proposed amendment or supplement; and the Issuer will also advise each Agent of the filing of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or if it is necessary at any time to amend the Registration Statement or the Prospectus to comply with the Act, the Exchange Act or the Rules and Regulations (other than as contemplated in the parenthetical clause of Section 4(a) hereof), the Issuer will promptly notify each Agent to suspend solicitation of offers to purchase the Securities; and if the Issuer shall decide so to amend or supplement the Registration Statement or the Prospectus, it will promptly advise each Agent by telephone (with confirmation in writing) and will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Notwithstanding the foregoing, if, at the time of any notification to suspend solicitations, any Agent shall own any of the Securities with the intention of reselling them as contemplated by Section 11 hereof, or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred, the Issuer, subject to the th provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. (c) The Issuer, during the period when a prospectus relating to the Securities is required to be delivered under the Act, will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. The Issuer will promptly furnish each Agent with copies of all material press releases or announcements to the general public which are not filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and are not otherwise available on the IBM home page on the Internet, at "xxxx://xxx.xxx.xxx." The Issuer will also immediately notify each Agent of any downgrading in the rating of the Securities or any other debt securities of the Issuer, or any proposal to downgrade the rating of the Securities or any other debt securities of the Issuer, by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), as soon as the Issuer learns of such downgrading or proposal to downgrade. (d) The Issuer will furnish to each Agent copies of the Prospectus and all amendments and supplements thereto, and all amendments to the Registration Statement after the date hereof (other than an amendment or supplement (i) relating to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities the purchase of which was not solicited by any Agent), in each case as soon as available and in such quantities as are reasonably requested. (e) The Issuer will arrange for the qualification of the Securities for sale and the termination of their eligibility for investment under the laws of such jurisdictions as the Agents designate and will continue such qualifications in effect so long as required for the distribution of the Securities. (f) So long as any Securities are outstanding, if so requested by the Agents, the Issuer will furnish to the Agents, (i) as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year, (ii) as soon as available, a copy of each report or definitive proxy statement of the Issuer, if any, filed with the Commission under the Exchange Act or mailed to stockholders, and (iii) from time to time, such other information concerning the Issuer as issuer a the Agents may reasonably request. (g) Unless otherwise agreed, the The Issuer will pay all expenses incident to the performance of its obligations under this Agreement and will reimburse each Agent for any expenses (including fees and disbursements of counsel) incurred by it in connection with qualification of the Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions as such Agent may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities, for expenses incurred in distributing the Prospectus and all supplements thereto, any preliminary prospectuses and any preliminary prospectus supplements, to each Agent and for the reasonable fees and disbursements of counsel to the Agents.

Certain Agreements of the Issuer. The Issuer agrees with the Agents Distributor that it will furnish to Cleary, Gottlieb, Xxxxx & Xxxxxxxx, counsel for the Distributor, one signed copy of the Registration Statement, including all exhibits, in the form it became effective and of all amendments and supplements thereto and that, in connection with each offering of Securities,: (a) The Issuer will prepare a Pricing Supplement with respect to any Securities to be offered and sold to or through the Distributor pursuant to this Agreement and, after approval of such Pricing Supplement by the Distributor, will file such Pricing Supplement with the Commission pursuant to and in accordance with Rule 424(b) under the Act. (b) The Issuer will advise each Agent the Distributor promptly of any proposal to amend or supplement the Registration Statement or the Prospectus (other than an amendment or supplement (i) providing solely for a change in the terms of the Securities, (ii) by means of the filing of materials incorporated by reference in the Prospectus, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities or (iv) that is a pricing amendment or supplement relating to Securities the purchase of which was not solicited by any Agent) and will afford the Agents Distributor a reasonable opportunity to comment on any such proposed amendment or supplementsupplement (other than any Pricing Supplement that relates to Securities not purchased through or by such Distributor), and if the Issuer effects any amendment or supplementation of the Registration Statement or the Prospectus to which the Distributor objects, the Distributor shall be relieved of its obligations under Section 3(b) to solicit offers to purchase Securities until such time as the Issuer shall have filed such further amendments or supplements such that the Distributor is reasonably satisfied with the Registration Statement and the Prospectus, as then amended or supplemented; and the Issuer will also advise each Agent the Distributor promptly of the filing and effectiveness of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (bc) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Prospectus Prospectus, as then amended or supplemented supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or if it is necessary at any such time to amend the Registration Statement or the Prospectus to comply with the Act, the Exchange Act or the Rules and Regulations (other than as contemplated in the parenthetical clause of Section 4(a) hereof), the Issuer will promptly notify each Agent the Distributor by telephone (with confirmation in writing) to suspend solicitation of offers to purchase the SecuritiesSecurities and to cease making offers or sales of Securities which a Distributor may then own as principal; and if the Issuer shall decide so to amend or supplement the Registration Statement or the Prospectus, it will promptly advise each Agent the Distributor by telephone (with confirmation in writing) and and, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Notwithstanding the foregoing, if, at the time of any notification such event occurs or it becomes necessary to suspend solicitationsamend the Prospectus to comply with the Act, any Agent the Distributor shall own any of the Securities with the intention of reselling them as contemplated by Section 11 hereofthem, or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred, the Issuer, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the Distributor's consent to, nor its delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5. (cd) The Issuer, during the period when a prospectus relating to the Securities is required to be delivered under the Act, Issuer will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. In addition, on or prior to the date on which the Issuer makes any announcement to the general public concerning earnings or concerning any other event which is required to be described, or which the Issuer proposes to describe, in a document filed pursuant to the Exchange Act, the Issuer will furnish the information contained or to be contained in such announcement to the Distributor, confirmed in writing and, subject to the provisions of subsections (a) and (b) of this Section, will cause the Prospectus to be amended or supplemented to reflect the information contained in such announcement. The Issuer also will promptly furnish each Agent the Distributor with copies of all material press releases or announcements to the general public which are not filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(dpublic. (e) of the Exchange Act and are not otherwise available on the IBM home page on the Internet, at "xxxx://xxx.xxx.xxx." The Issuer will also immediately notify each Agent the Distributor of any downgrading in the rating of the Securities or any other debt securities of the Issuer, Issuer or any proposal to downgrade the rating of the Securities or any other debt securities of the Issuer, Issuer by any "nationally recognized statistical rating organization" (as defined 8 for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Issuer (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading of such rating), as soon as the Issuer learns of such downgrading or downgrading, proposal to downgradedowngrade or public announcement. (df) As soon as practicable, but not later than 16 months, after the date of each acceptance by the Issuer of an offer to purchase Securities hereunder, the Issuer will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the later of (i) the effective date of the Registration Statement relating to the Registered Securities, (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of such acceptance and (iii) the date of the Issuer's most recent Annual Report on Form 10-K filed with the Commission prior to the date of such acceptance, which will satisfy the provisions of Section 11(a) of the Act. (g) The Issuer will furnish to each Agent the Distributor copies of the Registration Statement, including all exhibits, any related preliminary prospectus, any related preliminary prospectus supplement, the Prospectus and all amendments and supplements thereto, and all amendments to the Registration Statement after the date hereof such documents (other than an amendment or supplement (i) relating to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities the purchase of which was not solicited by including any AgentPricing Supplement), in each case as soon as available and in such quantities as are reasonably requested. (eh) The Issuer will arrange for the qualification of the Securities for sale and the termination determination of their eligibility for investment under the laws of such jurisdictions as the Agents designate Distributor designates and will continue such qualifications in effect so long as required for the distribution of the Securitiesdistribution. (fi) So long as any Securities are outstanding, if so requested by the Agents, the Issuer will furnish to the AgentsDistributor, (i) as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year, if any, (ii) as soon as available, a copy of each report or definitive proxy statement of the Issuer, if any, Issuer filed with the Commission under the Exchange Act or mailed to stockholders, if any, and (iii) from time to time, such other information concerning the Issuer as the Agents Distributor may reasonably request. (gj) Unless otherwise agreed, the The Issuer will pay pay, or reimburse the Distributor for, all expenses incident to the performance of its obligations under this Agreement and will reimburse each Agent the Distributor for any expenses (including fees and disbursements of counsel) incurred by it in connection with qualification of the Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions as such Agent the Distributor may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities, for any filing fee incident to, and the reasonable fees and disbursements of counsel to the Distributor in connection with, review by the National Association of Securities Dealers, Inc. relating to the Securities, for expenses incurred by the Distributor in distributing the Prospectus and all supplements theretothereto (including any Pricing Supplement), any preliminary prospectuses and any preliminary prospectus supplements, to each Agent for costs incurred by the Distributor in advertising any offering of Securities and for the Distributor's reasonable expenses (including the reasonable fees and disbursements of counsel to the AgentsDistributor) incurred in connection with the establishment or maintenance of the program contemplated by this Agreement or otherwise in connection with the activities of the Distributor under this Agreement. (l) Between the date on which the Distributor agrees to purchase Securities from the Issuer as principal for resale and the date of delivery of such Securities, the Issuer will not offer or sell, or enter into any agreement to sell, pledge, or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to any of its debt securities (other than such Securities) in the United States, other than borrowings under the Issuer's revolving credit agreements and lines of credit, the private placement of securities and issuances of its commercial paper, or publicly disclose the intention to make any such offer, sale, pledge or disposition or filing.

Certain Agreements of the Issuer. The Issuer agrees with the Agents several Purchasers that, in connection with each offering of Securities,: (a) The Issuer will advise each Agent Credit Suisse promptly of any proposal to amend or supplement the Registration Statement Preliminary or the Prospectus (other than an amendment or supplement (i) providing solely for a change in the terms of the Securities, (ii) by means of the filing of materials incorporated by reference in the Prospectus, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities or (iv) that is a pricing amendment or supplement relating to Securities the purchase of which was not solicited by any Agent) Final Offering Circular and will afford the Agents a reasonable opportunity to comment on any such proposed amendment or supplement; and the Issuer will also advise each Agent of the filing of any not effect such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its liftingsupplementation without Credit Suisse’s consent, if issued. (b) which consent shall not be unreasonably withheld. If, at any time when a prospectus relating prior to the completion of the resale of the Offered Securities is required to be delivered under by the ActPurchasers, any event occurs as a result of which any document included in the Prospectus as then amended Preliminary or supplemented Final Offering Circular, the General Disclosure Package or any Supplemental Marketing Material included or would include an untrue statement of a material fact or omitted or would omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is deliveredmade, not misleading, misleading or if it is necessary at any time to amend or supplement the Registration Statement Preliminary or Final Offering Circular, the Prospectus General Disclosure Package or any Supplemental Marketing Material to comply with the Act, the Exchange Act or the Rules and Regulations (other than as contemplated in the parenthetical clause of Section 4(a) hereof)any applicable law, the Issuer will promptly notify each Agent to suspend solicitation Credit Suisse of offers to purchase the Securities; and if the Issuer shall decide so to amend or supplement the Registration Statement or the Prospectus, it will promptly advise each Agent by telephone (with confirmation in writing) such event and will promptly prepare and file with the Commission prepare, at its own expense, an amendment or supplement which will correct such statement or omission omission. Neither Credit Suisse’s consent to, nor the Purchasers’ delivery to offerees or an amendment which will effect such compliance. Notwithstanding the foregoing, if, at the time of any notification to suspend solicitationsinvestors of, any Agent such amendment or supplement shall own constitute a waiver of any of the Securities conditions set forth in Section 7. The second sentence of this subsection does not apply to statements in or omissions from any document in the Preliminary or Final Offering Circular, the General Disclosure Package or any Supplemental Marketing Material made in reliance upon and in conformity with the intention of reselling them as contemplated by Section 11 hereof, or written information furnished to the Issuer has accepted an offer to purchase Securities but by Purchasers specifically for use therein, it being understood and agreed that the related settlement has not occurred, the Issuer, subject to the provisions of subsection (aonly such information is that described in Section 8(b) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliancehereof. (c) The Issuer, during the period when a prospectus relating to the Securities is required to be delivered under the Act, will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. The Issuer will promptly furnish each Agent with copies of all material press releases or announcements to the general public which are not filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and are not otherwise available on the IBM home page on the Internet, at "xxxx://xxx.xxx.xxx." The Issuer will also immediately notify each Agent of any downgrading in the rating of the Securities or any other debt securities of the Issuer, or any proposal to downgrade the rating of the Securities or any other debt securities of the Issuer, by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), as soon as the Issuer learns of such downgrading or proposal to downgrade. (db) The Issuer will furnish to each Agent the Purchasers copies of the Prospectus and Preliminary Offering Circular, each other document comprising a part of the General Disclosure Package, the Final Offering Circular, all amendments and supplements thereto, to such documents and all amendments to the Registration Statement after the date hereof (other than an amendment or supplement (i) relating to an offering by the Issuer each item of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities the purchase of which was not solicited by any Agent)Supplemental Marketing Material, in each case as soon as available and in such quantities as are Credit Suisse reasonably requestedrequests. At any time when the Issuer is not subject to Section 13 or 15(d) of the Exchange Act, the Issuer will promptly furnish or cause to be furnished to Credit Suisse (and, upon request, to each of the other Purchasers) and, upon request of holders and prospective purchasers of the Offered Securities, to such holders and purchasers, copies of the information required to be delivered to holders and prospective purchasers of the Offered Securities pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto) to the extent necessary to permit compliance with Rule 144A in connection with resales by such holders of the Offered Securities. The Issuer will pay the expenses of printing and distributing to the Purchasers all such documents. (ec) The Issuer will use its commercially reasonable efforts, in cooperation with the Purchasers, to arrange for the qualification of the Offered Securities for sale and the termination determination of their eligibility for investment under the laws of such jurisdictions states in the United States as the Agents designate Credit Suisse reasonably designates and will continue such qualifications in effect so long as required for the distribution resale of the Offered Securities by the Purchasers, provided that the Issuer will not be required to qualify as a foreign corporation or to file a general consent to service of process or subject itself to taxation in any such state. (d) [intentionally omitted] (e) During the period of two years after the Closing Date, the Issuer will, upon request, furnish to Purchasers and any holder of Offered Securities a copy of the restrictions on transfer applicable to the Offered Securities. (f) So long as any Securities are outstanding, if so requested by During the Agentsperiod of two years after the Closing Date, the Issuer will furnish to not, and will not permit any of its affiliates (as defined in Rule 144 under the AgentsSecurities Act) to, resell any of the Offered Securities which constitute “restricted securities” under Rule 144 that have been reacquired by any of them, unless (i) as soon as practicable after such Offered Securities are sold pursuant to a registration statement which is effective under the end of each fiscal year, a copy of its annual report to stockholders for such year, Securities Act or (ii) as soon as available, a copy such Offered Securities are sold accompanied by an opinion of each report or definitive proxy statement counsel that the buyer of the Issuer, if any, filed with the Commission under the Exchange Act or mailed to stockholders, and (iii) from time to time, such other information concerning the Issuer as the Agents may reasonably requestOffered Securities is acquiring freely tradable securities. (g) Unless otherwise agreedDuring the period of two years after the Closing Date, the Issuer will not be or become an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (h) The Issuer will pay all expenses incident incidental to the performance of its obligations under this Agreement, the Purchase Agreement Counterparts, the Indenture, the Supplemental Indenture and will reimburse the Registration Rights Agreement including (i) the fees and expenses of the Trustee, and its professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities and, as applicable, the Exchange Securities, the preparation and printing of this Agreement, the Purchase Agreement Counterparts, the Registration Rights Agreement, the Offered Securities, the Indenture, the Supplemental, Indenture, the Preliminary Offering Circular, any other documents comprising any part of the General Disclosure Package, the Final Offering Circular, all amendments and supplements thereto, each Agent item of Supplemental Marketing Material and any other document relating to the issuance, offer, sale and delivery of the Offered Securities and as applicable the, Exchange Securities; (iii) the cost of qualifying the Offered Securities for trading in The PortalSM Market (“PORTAL”) of The NASDAQ Stock Market, Inc. and any expenses incidental thereto; (iv) the cost of any advertising approved by the Issuer in connection with the issue of the Offered Securities; (v) any reasonable expenses (including reasonable fees and disbursements of counsel) incurred by it in connection with qualification of the Offered Securities or the Exchange Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions as such Agent may Purchasers designate and the printing of memoranda relating thereto, for ; (vi) any fees charged by investment rating agencies for the rating of the Offered Securities, for ; and (vii) expenses incurred in distributing the Prospectus Preliminary Offering Circular, any other documents comprising any part of the General Disclosure Package, the Final Offering Circular (including any amendments and all supplements thereto) and any Supplemental Marketing Material to the Purchasers. The Issuer will reimburse the Purchasers (to the extent incurred by them) for all travel expenses of the Purchasers and the Issuer’s officers and employees and any other expenses of the Purchasers and the Issuer in connection with attending or hosting meetings with prospective purchasers of the Offered Securities from the Purchasers. (i) In connection with the offering, until Purchasers shall have notified the Issuer of the completion of the resale of the Offered Securities, neither the Issuer nor any of its affiliates has or will (other than the Purchasers or their affiliates as to which the Issuer makes no agreement) either alone or with one or more other persons, bid for or purchase for any account in which it or any of its affiliates has a beneficial interest any Offered Securities or attempt to induce any person to purchase any Offered Securities; and neither it nor any of its affiliates (other than the Purchasers or their affiliates as to which the Issuer makes no agreement) will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Offered Securities. (j) For a period of 90 days after the date of this Agreement, the Issuer will not offer, sell, contract to sell, pledge, or otherwise dispose of, directly or indirectly, without the written consent of Credit Suisse, UBS Securities LLC and Gxxxxxx, Sachs & Co., any preliminary prospectuses United States dollar-denominated debt securities (which does not include borrowings under the New Credit Facility or evidence of such borrowings or the Exchange Securities) issued or guaranteed by the Issuer and having a maturity of more than one year from the date of issue. The Issuer will not at any preliminary prospectus supplementstime offer, sell, contract to each Agent and for sell, pledge or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the reasonable fees and disbursements exemption afforded by Section 4(2) of counsel the Securities Act to cease to be applicable to the Agentsoffer and sale of the Offered Securities. (k) The Issuer will use its commercially reasonable efforts to cause the Offered Securities to become qualified for trading in PORTAL.

Certain Agreements of the Issuer. The Issuer agrees with the Agents Initial Purchasers that, in connection with each offering of Securities,: (a) The Issuer will advise each Agent promptly of At any proposal time prior to amend or supplement the Registration Statement or the Prospectus (other than an amendment or supplement (i) providing solely for a change in the terms of the SecuritiesOffering Termination Date, (ii) by means of the filing of materials incorporated by reference in the Prospectus, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities or (iv) that is a pricing amendment or supplement relating to Securities the purchase of which was not solicited by any Agent) and will afford the Agents a reasonable opportunity to comment on any such proposed amendment or supplement; and the Issuer will also advise each Agent give the Initial Purchasers notice of its intention to prepare any supplement or amendment to the filing Offering Memorandum, will furnish the Initial Purchasers with copies of any such amendment amendment, supplement or supplement and other document in a reasonable amount of the institution by the Commission of any stop order proceedings in respect of the Registration Statement time prior to such proposed filing or of any part thereof use, and will use its best efforts to prevent reflect in such document such comments as the issuance of any such stop order and to obtain as soon as possible Initial Purchasers or its lifting, if issuedcounsel may reasonably propose. (b) IfThe Issuer has furnished or will furnish to the Initial Purchasers, at without charge, such number of copies of the Offering Memorandum (as amended or supplemented) as the Initial Purchasers may reasonably request. The Issuer will, upon request, furnish to the Initial Purchasers and any holder of the Notes, a copy of the information set forth under "Notice to Investors" in the Offering Memorandum. (c) At any time when a prospectus relating prior to the Securities is required to be delivered under the ActOffering Termination Date, if any event occurs shall occur as a result of which the Prospectus Offering Memorandum (as then amended or supplemented supplemented) would include an any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is deliveredmade, not misleading, or if it is should be necessary at any time to amend or supplement the Registration Statement or the Prospectus Offering Memorandum to comply with the Act, the Exchange Act or the Rules and Regulations (other than as contemplated in the parenthetical clause of Section 4(a) hereof)applicable law, the Issuer will promptly (i) notify each Agent to suspend solicitation the Initial Purchasers of offers to purchase the Securitiesany such event; and if the Issuer shall decide so to amend or supplement the Registration Statement or the Prospectus, it will promptly advise each Agent by telephone (with confirmation in writingii) and will promptly prepare and file with the Commission an amendment or supplement which that will correct such statement or omission or an amendment which will effect such compliance. Notwithstanding the foregoing, if, at the time of ; and (iii) supply any notification to suspend solicitations, any Agent shall own any of the Securities with the intention of reselling them as contemplated by Section 11 hereof, supplemented or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred, the Issuer, subject amended Offering Memorandum to the provisions of subsection (a) of this Section, will promptly prepare several Initial Purchasers and file with counsel for the Commission an amendment or supplement which will correct Initial Purchasers without charge in such statement or omission or an amendment which will effect such compliance. (c) The Issuer, during the period when a prospectus relating to the Securities is required to be delivered under the Act, will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. The Issuer will promptly furnish each Agent with copies of all material press releases or announcements to the general public which are not filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and are not otherwise available on the IBM home page on the Internet, at "xxxx://xxx.xxx.xxx." The Issuer will also immediately notify each Agent of any downgrading in the rating of the Securities or any other debt securities of the Issuer, or any proposal to downgrade the rating of the Securities or any other debt securities of the Issuer, by any "nationally recognized statistical rating organization" (quantities as defined for purposes of Rule 436(g) under the Act), as soon as the Issuer learns of such downgrading or proposal to downgradethey may reasonably request. (d) The Issuer will furnish endeavor, in cooperation with the Initial Purchasers and their counsel, to each Agent copies qualify the Notes for offering and sale under the applicable securities laws of such states and other jurisdictions of the Prospectus United States as the Initial Purchasers may designate; provided, however, that the Issuer shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or take any action that would subject it to general service of process in suits or taxation in any jurisdiction where it is not so subject. In each jurisdiction in which the Notes have been so qualified, the Issuer will file such statements and all amendments and supplements thereto, and all amendments reports as may be required by the laws of such jurisdiction to the Registration Statement after continue such qualification in effect for a period of not less than one year from the date hereof (other than an amendment or supplement (i) relating to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities the purchase of which was not solicited by any Agent), in each case as soon as available and in such quantities as are reasonably requestedOffering Memorandum. (e) The Issuer Revlon is not and will arrange for the qualification of the Securities for sale and the termination of their eligibility for not become an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under the laws of such jurisdictions as the Agents designate Investment Company Act, and Revlon is not and will continue such qualifications in effect so long as not become a closed-end investment company required for the distribution of the Securitiesto be registered, but not registered, thereunder. (f) So long as any Securities are outstanding, if so requested by the Agents, Neither the Issuer nor any of the Subsidiaries will furnish solicit any offer to buy or offer or sell the Notes by means of any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under Regulation D) prior to the AgentsOffering Termination Date. (g) The Issuer will not take, (i) as soon as practicable after the end of each fiscal yeardirectly or indirectly, a copy of its annual report any action designed to stockholders for such yearor which has constituted or which might reasonably be expected to cause or result, (ii) as soon as available, a copy of each report or definitive proxy statement of the Issuer, if any, filed with the Commission under the Exchange Act or mailed to stockholdersotherwise, and (iii) from time to time, such other information concerning in stabilization or manipulation of the price of any security of the Issuer as to facilitate the Agents may reasonably requestsale or resale of the Notes. (gh) Unless otherwise agreedExcept following the effectiveness of the Exchange Offer Registration Statement to be filed by the Issuer with the Commission pursuant to Section 1 of the Registration Agreement, neither the Issuer nor any of its affiliates (as defined in Rule 501(b) under Regulation D) will solicit any offer to buy or offer or sell the Notes or the Exchange Notes by means of any form of general solicitation or general advertising (within the meaning of Rule 502(c) under Regulation D) in a manner which would result in the proposed sale of the Notes or the Exchange Notes in accordance with this Agreement, the Registration Agreement and the Offering Memorandum failing to be exempt from the registration requirements of the Securities Act or take any other action that would require the registration of the resale by the Initial Purchasers of the Notes under the Securities Act. (i) Except following the effectiveness of the Exchange Offer Registration Statement to be filed by the Issuer with the Commission pursuant to Section 1 of the Registration Agreement, none of the Issuer, any of its affiliates or any person acting on behalf of the Issuer or its affiliates will engage in any directed selling efforts within the meaning of Rule 902(b) under Regulation S, and the Issuer and its affiliates and each such person acting on their behalf will comply with the offering restrictions requirements of Regulation S. (j) Neither the Issuer nor its affiliates (as defined in Rule 501(b) under Regulation D) will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) the offering of which security will be integrated with the sale of the Notes in a manner that would require the registration of the Notes under the Securities Act. (k) During the period from the Closing Date to two years after the Closing Date, without the prior written consent of the Initial Purchasers, neither the Issuer nor the Subsidiaries will, or will permit any of their affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Notes that have been reacquired by them, except for the Notes purchased by the Issuer or any of its affiliates (as defined in Rule 144 under the Securities Act) and resold in a transaction registered under the Securities Act. (l) The Issuer will pay all expenses incident make available to holders of the Notes and prospective purchasers of the Notes designated by such holders, upon request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to the performance of its obligations under this Agreement and will reimburse each Agent for any expenses (including fees and disbursements of counsel) incurred by it extent required to permit compliance with Rule 144A in connection with qualification resales of the Securities Notes. (m) The Issuer will, if requested by the Initial Purchasers, use its best efforts in cooperation with the Initial Purchasers to permit the Notes to be eligible for clearance and settlement through The Depository Trust Company ("DTC"). (n) The Issuer will use the net proceeds received by it from the sale of the Notes in the manner specified in the Offering Memorandum under the heading "Use of Proceeds." (o) [Intentionally Omitted] (p) Prior to the Closing Date, except for press releases and communications regarding Xxxxxx's business, products and management made in the ordinary course and consistent with past practice, neither the Issuer nor any of the Subsidiaries will issue any press release or other communications directly or indirectly or hold any press conference with respect to the Issuer or any of the Subsidiaries, the condition, financial or otherwise, or the earnings, business affairs or business prospects of any of them, without the prior written consent of the Representative, unless in the judgment of the Issuer and its counsel, and after notification to the Representative, such press release or communication is required by law, or by the rules, regulations or standards of the Commission or the New York Stock Exchange. (q) For a period of 90 days from the date of the Offering Memorandum, Revlon shall not offer for sale, sell, contract to sell or otherwise dispose of, directly or indirectly, or file a registration statement for, or announce any offer to sell, sale, contract for sale and determination of their eligibility for investment under the laws or other disposition of such jurisdictions as such Agent may designate and the printing of memoranda relating thereto, for any fees charged debt securities issued or guaranteed by investment rating agencies for the rating Revlon or any of the Securities, for expenses incurred in distributing Subsidiaries (other than the Prospectus and all supplements thereto, any preliminary prospectuses and any preliminary prospectus supplements, Notes or the Exchange Notes or to each Agent and for an affiliate of Revlon which agrees to be bound by the reasonable fees and disbursements provisions of counsel to this Section) without the Agents.prior written consent of Citigroup Global Markets Inc.

Certain Agreements of the Issuer. The Issuer agrees with the Agents that it will furnish to Xxxxxxx Xxxxxxx & Xxxxxxxx, counsel for the Agents, one signed copy of the Registration Statement, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Securities,: (a) The Issuer will advise each Agent promptly of any proposal to amend or supplement the Registration Statement or the Prospectus (other than an amendment or supplement (i) providing solely for a change in the terms of the Securities, (ii) by means of the filing of materials incorporated by reference in the Prospectus, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities or (iv) that is a pricing amendment or supplement relating to Securities the purchase of which was not solicited by any Agent) and will afford the Agents a reasonable opportunity to comment on any such proposed amendment or supplement; and the Issuer will also advise each Agent of the filing and effectiveness of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (b) If, at any time when (i) a prospectus relating to the Securities is required to be delivered under the ActAct and (ii) no suspension of solicitation of offers to purchase Securities pursuant to Section 3(b) hereof or this Section 4(b) shall be in effect (any such time referred to in clause (i) and any time when either any Agent shall own any Securities with the intention of reselling them or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred being referred to herein as a "Marketing Period"), any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or if it is necessary at any time to amend the Registration Statement or the Prospectus to comply with the Act, the Exchange Act or the Rules and Regulations (other than as contemplated in the parenthetical clause of Section 4(a) hereof), the Issuer will promptly notify each Agent to suspend solicitation of offers to purchase purchases of the Securities; and if the Issuer shall decide so to amend or supplement the Registration Statement or the Prospectus, it will promptly advise each Agent by telephone (with confirmation in writing) and will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Notwithstanding the foregoing, if, at the time of any notification such event occurs or it becomes necessary to suspend solicitationsamend the Prospectus to comply with the Act, any Agent shall own any of the Securities with the intention of reselling them as contemplated by Section 11 hereofthem, or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred, the Issuer, subject to the provisions of subsection (a) of this SectionSection 4, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the Agents' consent to, nor their delivery of, any amendment or supplement referred to in this Section 4(b) shall constitute a waiver of any of the conditions set forth in Section 5 hereof or of any of the Issuer's obligations set forth in Section 6 hereof. (c) The Issuer, during the period when a prospectus relating to the Securities is required to be delivered under the Act, Issuer will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. In addition, on or prior to the date on which the Issuer makes any announcement to the general public concerning earnings or concerning any other event which is required to be described, or which the Issuer proposes to describe, in a document filed pursuant to the Exchange Act, the Issuer will furnish the information contained or to be contained in such announcement to each Agent, confirmed in writing and, subject to the provisions of subsections (a) and (b) of this Section 4, will cause the Prospectus to be amended or supplemented to reflect the information contained in such announcement. The Issuer also will promptly furnish each Agent with copies of all material other press releases or announcements to the general public which are not filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and are not otherwise available on the IBM home page on the Internet, at "xxxx://xxx.xxx.xxx." public. The Issuer will also immediately notify each Agent of any downgrading in the rating of the Securities or any other debt securities of the Issuer, or any proposal to downgrade the rating of the Securities or any other debt securities of the IssuerIssuer (including any surveillance or review regarding the same), by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of the Securities or any debt securities of the Issuer (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading of such rating), as soon as the Issuer learns of such downgrading or downgrading, proposal to downgradedowngrade or public announcement. (d) As soon as practicable, but in any event not later than 16 months after the date of each acceptance by the Issuer of an offer to purchase Securities hereunder, the Issuer will make generally available to its security holders an earnings statement covering a period of at least 12 months beginning after the latest of (i) the effective date of the registration statement relating to the Registered Securities, (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of such acceptance and (iii) the date of the Issuer's most recent Annual Report on Form 10-K filed with the Commission prior to the date of such acceptance, which will satisfy the provisions of Section 11(a) of the Act. (e) The Issuer will furnish to each Agent copies of the Registration Statement, including all exhibits, any related preliminary prospectus, any related preliminary prospectus supplement, the Prospectus and all amendments and supplements thereto, and all amendments to the Registration Statement after the date hereof such documents (other than an amendment or supplement (i) relating to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities the purchase of which was not solicited by including any AgentPricing Supplement), in each case as soon as available and in such quantities as are reasonably requested. (ef) The Issuer will arrange for the qualification of the Securities for sale and the termination determination of their eligibility for investment under the laws of such jurisdictions as the Agents designate reasonably request and will continue such qualifications in effect so long as required for the distribution of the Securitiesdistribution. (fg) So long as any Securities are outstanding, if so requested by the Agents, the Issuer will furnish to the Agents, (i) as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year, (ii) as soon as available, a copy of each report or definitive proxy statement of the Issuer, if any, Issuer filed with the Commission under the Exchange Act or mailed to stockholders, and (iii) from time to time, such other information concerning the Issuer as the Agents may reasonably request. (gh) Unless otherwise agreed, the The Issuer will whether or not any sale of Securities is consummated pay all expenses incident to the performance of its obligations under this Agreement and will reimburse each Agent for any expenses (including fees and disbursements of counsel) incurred by it in connection with qualification of the Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions as such Agent may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities, for filing fees, if any, of the National Association of Securities Dealers, Inc. relating to the Securities, for expenses incurred by each Agent in distributing the Prospectus and all supplements theretothereto (including any Pricing Supplement), any preliminary prospectuses and any preliminary prospectus supplementssupplements to such Agent, to for costs incurred by each Agent and consented to by the Issuer in advertising any offering of Securities and for each Agent's expenses (including the reasonable fees and disbursements of counsel to the Agents) incurred in connection with the establishment or maintenance of the program contemplated by this Agreement and/or otherwise in connection with the activities of the Agents under this Agreement. (i) Between the date of a Terms Agreement and the date of delivery of such Securities, the Issuer will not offer or sell, or enter into any agreement to sell, any of its debt securities of similar tenor to the Securities the subject of such Terms Agreement in the United States, other than sales of Securities, borrowings under the Issuer's revolving credit agreements and lines of credit, the private placement of securities and issuances of its commercial paper.

Certain Agreements of the Issuer. The Issuer has furnished to Kirkxxxx & Xllix, xxunsel for the Distributors, one conformed copy of the Registration Statement, including all exhibits, in the form in which it became effective and agrees with the Agents to furnish all amendments thereto and that, in connection with each offering of Securities,: (aa. The Issuer will prepare a Pricing Supplement with respect to any Securities to be offered and sold to or through one or more Distributors pursuant to this Agreement and, after approval of such Pricing Supplement by such Distributor or Distributors, will file such Pricing Supplement with the Commission pursuant to and in accordance with Rule 424(b) under the Act. b. The Issuer will advise each Agent Distributor promptly of any proposal to amend or supplement the Registration Statement or the Prospectus (other than an amendment or supplement (i) providing solely for a change in the terms of the Securities, (ii) by means of the filing of materials incorporated by reference in the Prospectus, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities or (iv) that is a pricing amendment or supplement relating to Securities the purchase of which was not solicited by any Agent) and will afford the Agents Distributors a reasonable opportunity to comment on any such proposed amendment or supplementsupplement (other than any periodic report of the Issuer filed pursuant to Section 13 or Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any Pricing Supplement that relates to Securities not purchased through or by such Distributor); and the Issuer will also advise each Agent Distributor of the filing and effectiveness of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (b) c. If, at any time when (i) a prospectus relating to the Securities is required to be delivered under the ActAct and (ii) no suspension of solicitation of offers to purchase Securities pursuant to Section 3(b) or this Section 4(c) shall be in effect (any such time referred to in clause (ii) or any time when either any Distributor shall have purchased any Securities as principal as indicated in the applicable confirmation or Terms Agreement and holds such Securities with the intention of reselling them or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred being referred to herein as a "Marketing Time"), any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements statement therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or if it is necessary at any such time to amend the Registration Statement or the Prospectus to comply with the Act, the Exchange Act or the Rules and Regulations (other than as contemplated in the parenthetical clause of Section 4(a) hereof), the Issuer will promptly notify each Agent Distributor to suspend solicitation of offers to purchase the Securities; and if the Issuer shall decide so to amend or supplement the Registration Statement or the Prospectus, it will promptly advise each Agent Distributor by telephone (with confirmation in writing) and and, subject to the provisions of subsection (b) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Notwithstanding the foregoing, if, at during a Marketing Time any such event occurs or it becomes necessary to amend the time of any notification Prospectus to suspend solicitations, any Agent shall own any of the Securities comply with the intention of reselling them as contemplated by Section 11 hereof, or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurredAct, the Issuer, subject to the provisions of subsection (ab) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the Distributors consent to, nor their delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5. (c) d. The Issuer, during the period when a prospectus relating to the Securities is required to be delivered under the Act, Issuer will timely file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. In addition, during any Marketing Time, on or as soon as practicable after the date on which the Issuer issues a press release concerning earnings or concerning any other event which is required to be described, or which the Issuer proposes to describe, in a document filed pursuant to the Exchange Act, the Issuer will furnish the press release to each Distributor and, subject to the provisions of subsections (b) and (c) of this Section, will cause the Prospectus to be amended or supplemented to reflect the information contained in such press release. The Issuer also will promptly furnish each Agent Distributor during any Marketing Time, with copies of all material other press releases or announcements to the general public which are not filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and are not otherwise available on the IBM home page on the Internet, at "xxxx://xxx.xxx.xxx." releases. The Issuer will also immediately notify each Agent Distributor of any downgrading in the rating of the Securities or any other debt securities of the Issuer, Issuer or any proposal to downgrade the rating of the Securities or any other debt securities of the Issuer, Issuer by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Issuer (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading of such rating), as soon as the Issuer learns of such downgrading or downgrading, proposal to downgradedowngrade or public announcement. e. In order to comply with the provisions of Section 11(a) of the Act, the Issuer will, as soon as practicable, but not later than 16 months after the date of each acceptance by the Issuer of an offer to purchase Securities hereunder, make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the later of (di) the effective date of the registration statement relating to the Registered Securities, (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of such acceptance and (iii) the date of the Issuer's most recent Annual Report on Form 10-K filed with the Commission prior to the date of such acceptance. f. The Issuer will furnish to each Agent Distributor copies of the Registration Statement, including all exhibits, any related preliminary prospectus, any related preliminary prospectus supplement, the Prospectus and all amendments and supplements thereto, and all amendments to the Registration Statement after the date hereof such documents (other than an amendment or supplement (i) relating to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities the purchase of which was not solicited by including any AgentPricing Supplement), in each case as soon as available and in such quantities as are reasonably requested. (e) g. The Issuer will arrange for the qualification of the Securities for sale and the termination of their eligibility for investment under the laws of such jurisdictions as the Agents Distributors designate and will continue such qualifications in effect so long as required for the distribution distribution; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. h. During the period of five years after the date of the Securities. (f) So long as any last issuance of Securities are outstanding, if so requested by the Agentspursuant to this Agreement, the Issuer will furnish to the AgentsDistributors, (i) as soon as practicable available after the end of each fiscal year, a copy of its annual report to stockholders for such year, (ii) as soon as available, a copy of each report on Form 10-K or 10-Q or definitive proxy statement of the Issuer, if any, Issuer filed with the Commission under the Exchange Act or mailed to stockholders, and (iii) from time to time, such other information concerning the Issuer as the Agents Distributors may reasonably request. (g) Unless otherwise agreed, the i. The Issuer will pay all expenses incident to the performance of its obligations under this Agreement and will reimburse each Agent Distributor for any all reasonable expenses (including fees and reasonable disbursements of counselcounsel and fees of counsel not to exceed $12,000) incurred by it in connection with qualification of the Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions as such Agent Distributor may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities, for any filing fee of the National Association of Securities Dealers, Inc. relating to the Securities, for reasonable expenses incurred by each Distributor in distributing the Prospectus and all supplements theretothereto (including any Pricing Supplement), any preliminary prospectuses and any preliminary prospectus supplementssupplements to such Distributor, to for reasonable costs incurred by each Agent Distributor in any customary advertising of any offering of Securities and for each Distributor's reasonable expenses (including the reasonable fees and disbursements of counsel to the AgentsDistributors) incurred in connection with the establishment or maintenance of the program contemplated by this Agreement or otherwise in connection with the activities of the Distributors under this Agreement. j. If required pursuant to a Terms Agreement, for a period beginning at the time of execution of a Terms Agreement and ending on the date of delivery of the Securities covered thereby, the Issuer will not, without the prior consent of the Distributors party to such Terms Agreement, offer, sell, contract to sell or otherwise dispose of any United States dollar-denominated debt securities issued or guaranteed by the Issuer and having a maturity of more than one year from the date of issue, other than borrowings under the Issuer's revolving credit facility or unless otherwise specified in such Terms Agreement, pursuant to a transaction exempt from registration under the Act.

Certain Agreements of the Issuer. The Issuer agrees with the Agents Distributor that it will furnish to Xxxxx Xxxxxxxxxx LLP, counsel for the Distributor, one signed copy of the Registration Statement, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Securities, (a) The Issuer will prepare a Pricing Supplement with respect to any Securities to be offered and sold to or through the Distributor pursuant to this Agreement and, after approval of such Pricing Supplement by the Distributor, will file such Pricing Supplement with the Commission pursuant to and in accordance with Rule 424(b) under the Act. (b) The Issuer will advise each Agent the Distributor promptly of any proposal to amend or supplement the Registration Statement or the Prospectus (other than an amendment or supplement (i) providing solely for a change in the terms of the Securities, (ii) by means of the filing of materials incorporated by reference in the Prospectus, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities or (iv) that is a pricing amendment or supplement relating to Securities the purchase of which was not solicited by any Agent) and will afford the Agents Distributor a reasonable opportunity to comment on any such proposed amendment or supplementsupplement (other than any Pricing Supplement that relates to Securities not purchased through or by such Distributor), and if the Issuer affects any amendment or supplementation of the Registration Statement or the Prospectus to which the Distributor objects, the Distributor shall be relieved of its obligations under Section 3(b) to solicit offers to purchase Securities until such time as the Issuer shall have filed such further amendments or supplements such that the Distributor is reasonably satisfied with the Registration Statement and the Prospectus, as then amended or supplemented; and the Issuer will also advise each Agent the Distributor promptly of the filing and effectiveness of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (bc) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs or a condition exists as a result of which the Prospectus Prospectus, as then amended or supplemented supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or if it is necessary at any such time to amend the Registration Statement or the Prospectus to comply with the Act, the Exchange Act or the Rules and Regulations (other than as contemplated in the parenthetical clause of Section 4(a) hereof), the Issuer will promptly notify each Agent the Distributor by telephone (with confirmation in writing) to suspend solicitation of offers to purchase the SecuritiesSecurities and to cease making offers or sales of Securities which a Distributor may then own as principal; and if the Issuer shall decide so to amend or supplement the Registration Statement or the Prospectus, it will promptly advise each Agent the Distributor by telephone (with confirmation in writing) and and, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Notwithstanding the foregoing, if, at the time of any notification such event occurs or it becomes necessary to suspend solicitationsamend the Prospectus to comply with the Act, any Agent the Distributor shall own any of the Securities with the intention of reselling them as contemplated by Section 11 hereofthem, or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred, the Issuer, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the Distributor's consent to, nor its delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5. (cd) The Issuer, during the period when a prospectus relating to the Securities is required to be delivered under the Act, Issuer will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. In addition, on the date on which the Issuer makes any announcement to the general public concerning earnings or concerning any other event which is required to be described, or which the Issuer proposes to describe, in a document filed pursuant to the Exchange Act, the Issuer will furnish the information contained or to be contained in such announcement to the Distributor, confirmed in writing and, subject to the provisions of subsections (a) and (b) of this Section, will cause the Prospectus to be amended or supplemented to reflect the information contained in such announcement. The Issuer also will promptly furnish each Agent the Distributor with copies of all material press releases or announcements to the general public which are not filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(dpublic. (e) of the Exchange Act and are not otherwise available on the IBM home page on the Internet, at "xxxx://xxx.xxx.xxx." The Issuer will also immediately notify each Agent the Distributor of any downgrading in the rating of the Securities or any other debt securities of the Issuer, Issuer or any proposal to downgrade the rating of the Securities or any other debt securities of the Issuer, Issuer by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Issuer (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading of such rating), as soon as the Issuer learns of such downgrading or downgrading, proposal to downgradedowngrade or public announcement. (df) As soon as practicable, but not later than 16 months, after the date of each acceptance by the Issuer of an offer to purchase Securities hereunder, the Issuer will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the later of (i) the effective date of the registration statement relating to the Registered Securities, (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of such acceptance and (iii) the date of the Issuer's most recent Annual Report on Form 10-K filed with the Commission prior to the date of such acceptance, which will satisfy the provisions of Section 11(a) of the Act. (g) The Issuer will furnish to each Agent the Distributor copies of the Registration Statement, including all exhibits, any related preliminary prospectus, any related preliminary prospectus supplement, the Prospectus and all amendments and supplements thereto, and all amendments to the Registration Statement after the date hereof such documents (other than an amendment or supplement (i) relating to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities the purchase of which was not solicited by including any AgentPricing Supplement), in each case as soon as available and in such quantities as are reasonably requested. (eh) The Issuer will arrange for the qualification of the Securities for sale and the termination determination of their eligibility for investment under the laws of such jurisdictions as the Agents designate Distributor designates and will continue such qualifications in effect so long as required for the distribution of the Securitiesthereof. (fi) So long as any Securities are outstanding, if so requested by the Agents, the Issuer will furnish to the AgentsDistributor, (i) as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year, (ii) as soon as available, a copy of each report or definitive proxy statement of the Issuer, if any, Issuer filed with the Commission under the Exchange Act or mailed to stockholders, and (iii) from time to time, such other information concerning the Issuer as the Agents Distributor may reasonably request. (gj) Unless otherwise agreed, the The Issuer will pay pay, or reimburse the Distributor for, all reasonable expenses incident to the performance of its obligations under this Agreement and will reimburse each Agent the Distributor for any reasonable expenses (including reasonable fees and disbursements of counsel) incurred by it in connection with qualification of the Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions as such Agent the Distributor may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities, for expenses incurred in distributing the Prospectus any filing fee incident to, and all supplements thereto, any preliminary prospectuses and any preliminary prospectus supplements, to each Agent and for the reasonable fees and disbursements of counsel to the AgentsDistributor in connection with, review by the National Association of Securities Dealers, Inc. relating to the Securities, for expenses incurred by the Distributor in distributing the Prospectus and all supplements thereto (including any Pricing Supplement), any preliminary prospectuses and any preliminary prospectus supplements to the Distributor, for costs incurred by the Distributor in advertising any offering of Securities and for the Distributor's reasonable expenses (including the reasonable fees and disbursements of counsel to the Distributor) incurred in connection with the establishment or maintenance of the program contemplated by this Agreement or otherwise in connection with the activities of the Distributor under this Agreement. (k) Between the date on which the Distributor agrees to purchase Securities from the Issuer as principal for resale and the date of delivery of such Securities, the Issuer will not offer or sell, or enter into any agreement to sell, pledge, or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to any of its debt securities (other than such Securities) in the United States, other than borrowings under the Issuer's revolving credit agreements and lines of credit, the private placement of securities and issuances of its commercial paper, or publicly disclose the intention to make any such offer, sale, pledge or disposition or filing.

Certain Agreements of the Issuer. The Issuer agrees with the Agents several Purchasers that, in connection with each offering of Securities,: (a) The Issuer will advise each Agent Xxxxxxx Xxxxx Xxxxxx promptly of any proposal to amend or supplement the Registration Statement or the Prospectus (other than an amendment or supplement (i) providing solely for a change in the terms of the Securities, (ii) by means of the filing of materials incorporated by reference in the Prospectus, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities or (iv) that is a pricing amendment or supplement relating to Securities the purchase of which was not solicited by any Agent) Offering Document and will afford the Agents a reasonable opportunity to comment on any such proposed amendment or supplement; and the Issuer will also advise each Agent of the filing of any not effect such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. supplementation without Xxxxxxx Xxxxx Xxxxxx'x consent (b) which consent shall not be unreasonably withheld). If, at any time when a prospectus relating prior to the completion of the resale of the Offered Securities is required to be delivered under by the ActPurchasers, any event occurs as a result of which the Prospectus Offering Document as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is deliveredmade, not misleading, or if it is necessary at any such time to amend the Registration Statement or the Prospectus to comply with the Act, the Exchange Act or the Rules and Regulations (other than as contemplated in the parenthetical clause of Section 4(a) hereof), the Issuer will promptly notify each Agent to suspend solicitation of offers to purchase the Securities; and if the Issuer shall decide so to amend or supplement the Registration Statement or Offering Document to comply with any applicable law, the ProspectusIssuer promptly will notify Xxxxxxx Xxxxx Xxxxxx of such event and promptly will prepare, it will promptly advise each Agent by telephone (with confirmation in writing) and will promptly prepare and file with the Commission at its own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Notwithstanding Neither Xxxxxxx Xxxxx Xxxxxx'x consent to, nor the foregoing, if, at the time of any notification Purchasers' delivery to suspend solicitationsofferees or investors of, any Agent such amendment or supplement shall own constitute a waiver of any of the Securities with the intention of reselling them as contemplated by conditions set forth in Section 11 hereof, or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred, the Issuer, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance6. (c) The Issuer, during the period when a prospectus relating to the Securities is required to be delivered under the Act, will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. The Issuer will promptly furnish each Agent with copies of all material press releases or announcements to the general public which are not filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and are not otherwise available on the IBM home page on the Internet, at "xxxx://xxx.xxx.xxx." The Issuer will also immediately notify each Agent of any downgrading in the rating of the Securities or any other debt securities of the Issuer, or any proposal to downgrade the rating of the Securities or any other debt securities of the Issuer, by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), as soon as the Issuer learns of such downgrading or proposal to downgrade. (db) The Issuer will furnish to each Agent Xxxxxxx Xxxxx Xxxxxx copies of the Prospectus Offering Document and all amendments and supplements thereto, and all amendments to the Registration Statement after the date hereof (other than an amendment or supplement (i) relating to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities the purchase of which was not solicited by any Agent)such document, in each case as soon as available and in such quantities as are Xxxxxxx Xxxxx Xxxxxx reasonably requestedrequests, and the Issuer will furnish to Xxxxxxx Xxxxx Xxxxxx as soon as available three copies of the Offering Document signed by a duly authorized officer of the Issuer, one of which will include the independent accountants' reports therein manually signed by such indepen dent accountants. At any time when the Issuer is not subject to Section 13 or 15(d) of the Exchange Act, such Issuer will promptly furnish or cause to be furnished to Xxxxxxx Xxxxx Xxxxxx (and, upon request, to each of the other Purchasers) and, upon request of holders and prospective purchasers of the Offered Securities, to such holders and purchasers, copies of the information required to be delivered to holders and pro spective purchasers of the Offered Securities pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto) in order to permit compliance with Rule 144A in connection with resales by such holders of the Offered Securities. The Issuer will pay the expenses of printing and distributing to the Purchasers all such docu ments. (ec) The Issuer will use its best efforts to arrange for the qualification of the Offered Securities for sale and the termination determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as the Agents designate Xxxxxxx Xxxxx Xxxxxx reasonably designates and will continue such qualifications in effect so long as required for the distribution resale of the SecuritiesOffered Securities by the Purchasers; provided, however, that the Issuer will not be required to qualify as a foreign corporation or to file a general consent to service of process in any such state. (fd) So long as any Securities are outstanding, if so requested by During the Agentsperiod of five years after the Closing Date, the Issuer will furnish to Xxxxxxx Xxxxx Xxxxxx and, upon request, to each of the Agentsother Purchasers, (i) as soon as practicable after the end of each fiscal year, a copy of its the Issuer's annual report to stockholders for such year; and the Issuer will furnish to Xxxxxxx Xxxxx Xxxxxx and, upon request, to each of the other Purchasers (iii) as soon as available, a copy of each report or and any definitive proxy statement of the Issuer, if any, Issuer filed with the Commission under the Exchange Act or mailed to stockholders, stockholders and (iiiii) from time to time, such other publicly available information concerning the Issuer as the Agents Xxxxxxx Xxxxx Xxxxxx may reasonably request. (e) During the period of two years after the Closing Date, the Issuer will, upon request, furnish to the Purchasers and any holder of Offered Securities a copy of the restrictions on transfer applicable to the Offered Securities. (f) During the period of two years after the Closing Date, the Issuer will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Offered Securities that have been reacquired by any of them. (g) Unless otherwise agreedDuring the period of two years after the Closing Date, the Issuer will not be or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act, and the Issuer is not, or will not be or become, a closed-end investment company required to be registered, but not registered, under the Investment Company Act. (h) The Issuer will pay all expenses incident incidental to the performance of its the Issuer's obligations under this Agreement and will reimburse each the Indenture, including (i) the fees and expenses of the Transfer Agent and the Trustee, (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities, the preparation and printing of this Agreement, the Offered Securities, the Indenture, the Offering Document and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Offered Securities; (ii) the cost of qualifying the Offered Securities for trading in The Private Offerings, Resale and Trading through Automated Linkages (PORTAL) market and any expenses incidental thereto; (iii) the cost of any advertising approved by the Issuer in connection with the issue of the Offered Securities; (iv) any expenses (including fees and disbursements of counsel) incurred by it in connection with qualification of the Offered Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as such Agent may designate Xxxxxxx Xxxxx Xxxxxx designates and the printing of memoranda relating thereto, for ; (v) any fees charged by investment rating agencies for the rating of the Offered Securities, for ; and (vi) all expenses incurred in distributing the Prospectus Offering Document (includ ing any amendments and all supplements thereto) to the Purchasers. (i) In connection with the offering, until Xxxxxxx Xxxxx Xxxxxx shall have notified the Issuer and the other Purchasers of the completion of the resale of the Offered Securities, neither the Issuer nor any of its affiliates has or will (unless required by the terms of the indenture governing such Offered Securities), either alone or with one or more other persons, bid for or purchase for any account in which it or any of its affiliates has a beneficial interest any Offered Securities or attempt to induce any person to purchase any Offered Securities; and neither they nor any of their affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Offered Securities. (j) The Issuer will not at any time offer, sell, contract to sell, pledge or other wise dispose of, directly or indirectly, any preliminary prospectuses and any preliminary prospectus supplementssecurities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act or the safe harbor of Regulation S thereunder to each Agent and for the reasonable fees and disbursements of counsel cease to be applicable to the Agentsoffer and sale of the Offered Securities. (k) The Issuer will cause each Offered Security to bear the legend set forth in the form of Exchangeable Preferred Stock attached as Exhibit A to the Certificate of Designation relating to the Exchangeable Preferred Stock and as Exhibit 1 to the Rule 144A/Regulation S Appendix to the Indenture until such legend shall no longer be necessary or advisable because the Offered Securities are no longer subject to the restrictions on transfer described therein.

Certain Agreements of the Issuer. The Issuer agrees with the --------------------------------- Agents that, in connection with each offering of Securities, (a) The Issuer will advise each Agent promptly of any proposal to amend or supplement the Registration Statement or the Prospectus (other than an amendment or supplement (i) providing solely for a change in the terms of the Securities, (ii) by means of the filing of materials incorporated by reference in the Prospectus, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities or (iv) that is a pricing amendment or supplement relating to Securities the purchase of which was not solicited by any Agent) and will afford the Agents a reasonable opportunity to comment on any such proposed amendment or supplement; and the Issuer will also advise each Agent of the filing of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or if it is necessary at any time to amend the Registration Statement or the Prospectus to comply with the Act, the Exchange Act or the Rules and Regulations (other than as contemplated in the parenthetical clause of Section 4(a) hereof), the Issuer will promptly notify each Agent to suspend solicitation of offers to purchase the Securities; and if the Issuer shall decide so to amend or supplement the Registration Statement or the Prospectus, it will promptly advise each Agent by telephone (with confirmation in writing) and will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Notwithstanding the foregoing, if, at the time of any notification to suspend solicitations, any Agent shall own any of the Securities with the intention of reselling them as contemplated by Section 11 hereof, or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred, the Issuer, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. (c) The Issuer, during the period when a prospectus relating to the Securities is required to be delivered under the Act, will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. The In addition, the Issuer will promptly furnish each Agent with copies of all material press releases or announcements to the general public which are not filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and are not otherwise available on the IBM home page on the Internet, at "xxxx://xxx.xxx.xxx." public. The Issuer will also immediately notify each Agent of any downgrading in the rating of the Securities or any other debt securities of the Issuer, or any proposal to downgrade the rating of the Securities or any other debt securities of the Issuer, by any "nationally recognized statistical statis- tical rating organization" (as defined for purposes of Rule 436(g) under the Act), as soon as the Issuer learns of such downgrading or proposal to downgrade. (d) The Issuer will furnish to each Agent copies of the Prospectus and all amendments and supplements thereto, and all amendments to the Registration Statement after the date hereof (other than an amendment or supplement (i) relating to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities the purchase of which was not solicited by any Agent), in each case as soon as available and in such quantities as are reasonably requested. (e) The Issuer will arrange for the qualification of the Securities for sale and the termination determination of their eligibility for investment under the laws of such jurisdictions as the Agents designate and will continue such qualifications in effect so long as required for the distribution of the Securities. (f) So long as any Securities are outstanding, if so requested by the Agents, the Issuer will furnish to the Agents, (i) as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year, (ii) as soon as available, a copy of each report or definitive proxy statement of the Issuer, if any, filed with the Commission under the Exchange Act or mailed to stockholders, and (iii) from time to time, such other information concerning the Issuer as the Agents may reasonably request. (g) Unless otherwise agreed, the The Issuer will pay all expenses incident to the performance of its obligations under this Agreement and will reimburse each Agent for any expenses (including fees and disbursements of counsel) incurred by it in connection with qualification of the Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions as such Agent may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities, for expenses incurred in distributing the Prospectus and all supplements thereto, any preliminary prospectuses and any preliminary prospectus supplements, supplements to each Agent and for the reasonable fees and disbursements of counsel to the Agents. (h) The Issuer confirms as of the date hereof, and each acceptance by the Issuer of an offer to purchase Securities will be deemed an affirmation, that the Issuer is in compliance with all provisions of Section 1 of the Laws of Florida, Chapter 92-198, An Act ------ Relating to Disclosure of Doing Business with Cuba, and the Issuer -------------------------------------------------- further agrees that if it commences engaging in business with the government of Cuba or with any person or affiliate located in Cuba after the date the Registration Statement becomes effective with the Commission or with the Florida Department of Banking and Finance (the "Department"), whichever date is later, or if the information reported in the Prospectus, if any, concerning the Issuer's business with Cuba or with any person or affiliate located in Cuba changes in any material way, the Issuer will provide the Department notice of such business or change, as appropriate, in a form acceptable to the Department.

Certain Agreements of the Issuer. The Issuer covenants and agrees with the Agents that, in connection with each offering of Securities,Initial Purchaser as follows: (a) The Issuer will advise each Agent promptly of any proposal to amend or supplement the Registration Statement or the Prospectus (other than an amendment or supplement (i) providing solely for a change in the terms of the Securities, (ii) by means of the filing of materials incorporated by reference in the Prospectus, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities or (iv) that is a pricing amendment or supplement relating to Securities the purchase of which was not solicited by any Agent) and will afford the Agents a reasonable opportunity to comment on any such proposed amendment or supplement; and the Issuer will also advise each Agent of the filing of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (b) If, at any time when a prospectus relating prior to the Securities is required to be delivered under earlier of the Actcompletion of the distribution as determined by the Initial Purchaser and the 90th day following the Closing Date, any event occurs involving the Issuer shall occur as a result of which the Prospectus Final Offering Circular (as then amended or supplemented supplemented) would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is deliveredmade, not misleading, or if it is necessary at any time to amend the Registration Statement or the Prospectus to comply with the Act, the Exchange Act or the Rules and Regulations (other than as contemplated in the parenthetical clause of Section 4(a) hereof), the Issuer will promptly immediately notify each Agent to suspend solicitation of offers to purchase the Securities; Initial Purchaser and if the Issuer shall decide so to amend or supplement the Registration Statement or the Prospectus, it will promptly advise each Agent by telephone (with confirmation in writing) and will promptly prepare and file with furnish to the Commission Initial Purchaser an amendment or supplement which to the Final Offering Circular that will correct such statement or omission or an amendment which will effect such compliance. Notwithstanding the foregoing, if, at the time of any notification to suspend solicitations, any Agent shall own any of the Securities with the intention of reselling them as contemplated by Section 11 hereof, or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred, the Issuer, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. (c) The Issuer, during the period when a prospectus relating to the Securities is required to be delivered under the Act, will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Actomission. The Issuer will promptly furnish each Agent not at any time amend or supplement the Final Offering Circular prior to having furnished the Initial Purchaser with copies of all material press releases or announcements to the general public which are not filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) a copy of the Exchange Act and are not otherwise available on the IBM home page on the Internet, at "xxxx://xxx.xxx.xxx." The Issuer will also immediately notify each Agent of any downgrading in the rating proposed form of the Securities or any other debt securities of the Issuer, or any proposal to downgrade the rating of the Securities or any other debt securities of the Issuer, by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), as soon as the Issuer learns of such downgrading or proposal to downgrade. (d) The Issuer will furnish to each Agent copies of the Prospectus and all amendments and supplements thereto, and all amendments to the Registration Statement after the date hereof (other than an amendment or supplement and giving the Initial Purchaser a reasonable opportunity to review the same or in a manner to which the Initial Purchaser or its counsel shall object (i) relating to an offering by unless the Issuer of Registered Securities other than has determined it is required to so disclose pursuant to applicable law and after consultation with the Securities or Initial Purchaser (ii) that solely specifies the terms of the Securities the purchase of which was not solicited by any Agent)and, in each case as soon as available and in such quantities as are reasonably requested. (e) The Issuer will arrange for a circumstance, shall remove all references to the qualification of the Securities for sale and the termination of their eligibility for investment under the laws of such jurisdictions as the Agents designate and will continue such qualifications in effect so long as required for the distribution of the Securities. (f) So long as any Securities are outstanding, Initial Purchaser therefrom if so requested by the AgentsInitial Purchaser)). (b) During the period referred to in Section 6(a), the Issuer will furnish to the AgentsInitial Purchaser, without charge, copies of the Final Offering Circular (including all exhibits and documents incorporated by reference therein), the Transaction Documents, and all amendments or supplements to such documents, in each case, as soon as reasonably available and in such quantities as the Initial Purchaser may from time to time reasonably request. (c) Subject to compliance with Regulation FD, at all times during the course of the private placement contemplated hereby and prior to the Closing Date, (i) the Issuer will make available to each offeree (x) the Additional Offering Documents and (y) such information concerning any other relevant matters as soon as practicable after the end of each fiscal year, a copy it or any of its annual report affiliates possess or can acquire without unreasonable effort or expense, as determined in good faith by it or such affiliate, as applicable, subject in the case of clause (y) to stockholders for any applicable confidentiality restrictions (whether legal, contractual or otherwise) which would prohibit the Issuer from disclosing such yearinformation, (ii) as soon as availablethe Issuer will provide each offeree the opportunity to ask questions of, a copy of each report or definitive proxy statement and receive answers from, it concerning the terms and conditions of the Issueroffering and to obtain any additional information, if anyto the extent it or any of its affiliates possess such information or can acquire it without unreasonable effort or expense (as determined in good faith by it or such affiliate, filed as applicable), necessary to verify the accuracy of the information furnished to the offeree subject to any applicable confidentiality restrictions (whether legal, contractual or otherwise) which would prohibit the Issuer from disclosing such information, (iii) the Issuer will not publish or disseminate any material in connection with the Commission offering of the Notes except as contemplated herein or as consented to by the Initial Purchaser or in connection with the Issuer’s disclosure obligations under the Exchange Act, provided that no such disclosure under the Exchange Act would result in a requirement that the offering of the Notes be registered under §5 of the Securities Act, it being understood that nothing in this clause (iii) shall limit or prohibit the delivery of the Post-Closing Information, (iv) the Issuer will advise the Initial Purchaser promptly of the receipt by the Issuer of any communication from the SEC or any state securities authority concerning the offering or sale of the Notes, (v) the Issuer will advise the Initial Purchaser promptly of the commencement of any lawsuit or proceeding to which the Issuer is a party relating to the offering or sale of the Notes, and (vi) the Issuer will advise the Initial Purchaser of the suspension of the qualification of the Notes for offering or sale in any jurisdiction, or the initiation or threat of any procedure for any such purpose. (d) Subject to compliance with Regulation FD, the Issuer will furnish, upon the written request of any holder or of any owner of a beneficial interest in Notes, such information as is specified in paragraph (d)(4) of Rule 144A under the Securities Act (i) to such holder or beneficial owner, (ii) to a prospective purchaser of such Notes or interest therein designated by such holder or beneficial owner, or (iii) to the Trustee for delivery to such holder, beneficial owner or prospective purchaser, in order to permit compliance by such holder or beneficial owner with Rule 144A in connection with the resale of such Notes or beneficial interest therein by such holder or beneficial owner in reliance on Rule 144A unless, at the time of such request, the Issuer is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 or is exempt from such reporting requirements pursuant to and in compliance with Rule 12g3-2(b). (e) Except as otherwise provided in the Indenture, each Note will contain a legend substantially to the effect set forth in the Final Offering Circular. (f) Neither the Issuer nor any of its affiliates or any other Person acting on their behalf shall engage, in connection with the offer and sale of the Secured Notes, in any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act, including, but not limited to, the following: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio; and (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. (g) The Issuer shall not solicit any offer to buy from or offer to sell or sell to any Person any Notes, except through the Initial Purchaser or with the consent of the Initial Purchaser and/or as otherwise specified in the Indenture at any time prior to the Closing Date; on or prior to the Closing Date, neither the Issuer nor any of its affiliates shall publish or disseminate any material other than the Additional Offering Documents consented to by the Initial Purchaser, the Time of Sale Information and the Final Offering Circular in connection with the offer or sale of the Notes as contemplated by this Agreement, unless the Initial Purchaser shall have consented to the use thereof; if the Issuer or any of its affiliates makes any press release including “tombstone” announcements, in connection with the Transaction Documents, the Issuer shall permit the Initial Purchaser to review and approve such release in advance. (h) The Issuer shall not take, or permit or cause any of its affiliates to take, any action whatsoever which would have the effect of requiring the registration, under the Securities Act, of the offer or sale of the Notes. (i) The Issuer shall not take, directly or indirectly, any action designed to or which has constituted or which might reasonably be expected to cause or result, under the Exchange Act or mailed otherwise, in stabilization or manipulation of the price of any Notes to stockholders, and (iii) from time to time, such other information concerning facilitate the Issuer as sale or resale of the Agents may reasonably requestNotes. (gj) Unless otherwise agreed, The Issuer shall apply the Issuer will pay all expenses incident to net proceeds from the performance of its obligations under this Agreement and will reimburse each Agent for any expenses (including fees and disbursements of counsel) incurred by it in connection with qualification sale of the Securities for sale and determination of their eligibility for investment Notes as will be set forth in the Final Offering Circular under the laws heading “Use of such jurisdictions as such Agent may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities, for expenses incurred in distributing the Prospectus and all supplements thereto, any preliminary prospectuses and any preliminary prospectus supplements, to each Agent and for the reasonable fees and disbursements of counsel to the AgentsProceeds”.

Certain Agreements of the Issuer. The Issuer agrees with the Agents several Initial Purchasers that, in connection with each offering of Securities,: (a) The Issuer will advise each Agent the Representatives promptly of any proposal to amend or supplement the Registration Statement Preliminary or the Prospectus (other than an Final Offering Circular and will not effect such amendment or supplement supplementation without the Representatives’ consent (i) providing solely for a change in which consent shall not be unreasonably withheld). If, at any time prior to the terms time the Representatives shall have notified the Issuer of the Securities, (ii) by means completion of the filing resale of materials the Securities by the Initial Purchasers, there occurs an event or development as a result of which any information included or incorporated by reference in the ProspectusPreliminary or Final Offering Circular, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities General Disclosure Package or (iv) that is a pricing amendment any Supplemental Marketing Material included or supplement relating to Securities the purchase of which was not solicited by any Agent) and will afford the Agents a reasonable opportunity to comment on any such proposed amendment or supplement; and the Issuer will also advise each Agent of the filing of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omitted or would omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when prevailing at such Prospectus is deliveredtime, not misleading, or if it is necessary at any such time to amend the Registration Statement or the Prospectus to comply with the Act, the Exchange Act or the Rules and Regulations (other than as contemplated in the parenthetical clause of Section 4(a) hereof), the Issuer will promptly notify each Agent to suspend solicitation of offers to purchase the Securities; and if the Issuer shall decide so to amend or supplement the Registration Statement Preliminary or Final Offering Circular, the ProspectusGeneral Disclosure Package or any Supplemental Marketing Material to comply with any applicable law, it the Issuer promptly will notify each Representative of such event and promptly advise each Agent by telephone (with confirmation in writing) and will promptly prepare and file with the Commission prepare, at its own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Notwithstanding Neither the foregoingRepresentatives’ consent to, if, at nor the time of any notification Initial Purchasers’ delivery to suspend solicitationsofferees or investors of, any Agent such amendment or supplement shall own constitute a waiver of any of the Securities conditions set forth in Section 6. The first sentence of this subsection does not apply to statements in or omissions from any information included or incorporated by reference in the Preliminary or Final Offering Circular, the General Disclosure Package or any Supplemental Marketing Material based upon and in conformity with the intention of reselling them as contemplated by Section 11 hereof, or written information furnished to the Issuer has accepted an offer to purchase Securities but by any Initial Purchaser through the related settlement has not occurredRepresentatives specifically for use therein, it being understood and agreed that the Issuer, subject to only such information furnished by or on behalf of any Initial Purchaser consists of the provisions of subsection (ainformation described as such in Section 9(b) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliancehereof. (cb) The IssuerIssuer will furnish to each Representative copies of the Preliminary Offering Circular, during each other document comprising a part of the period General Disclosure Package, the Final Offering Circular, all amendments and supplements to such documents and each item of Supplemental Marketing Material, in each case as soon as available and in such quantities as the Representatives shall reasonably request. At any time when a prospectus relating to the Securities Issuer is required to be delivered under the Act, will file promptly all documents required to be filed with the Commission pursuant not subject to Section 13(a), 13(c), 14 13 or 15(d) of the Exchange Act, the Issuer will promptly furnish or cause to be furnished to the Representatives, and, upon request, to each of the other Initial Purchasers and, upon request of holders and prospective purchasers of the Securities, to such holders and purchasers, copies of the information required to be delivered to holders and prospective purchasers of the Securities pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto) in order to permit compliance with Rule 144A in connection with resales by such holders of the Securities. The Issuer will promptly furnish each Agent with copies pay the expenses of all material press releases or announcements printing and distributing to the general public which are Initial Purchasers all such documents. (c) The Issuer will cooperate with the Representatives in connection with the qualification of the Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions in the United States as the Representatives designate on or prior to the date hereof and will continue such qualification in effect for so long as required for the exempt resale of the Securities by the Initial Purchasers (but not filed later than the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as applicable); provided, however, that the Issuer will not be required to register or qualify as a foreign corporation where it is not now so registered or qualified or to take any action that would subject it to the service of process in suits or taxation, other than as to matters and transactions relating to the exempt resale of the Securities by the Initial Purchasers, in any jurisdiction where it is not now so subject. (d) During the period of two years after the Closing Date, the Issuer will, upon request, furnish to each of the Representatives, each of the other Initial Purchasers and any holder of Securities, a copy of the restrictions on transfer applicable to the Securities. (e) During the period of two years after the Closing Date, the Issuer will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Securities that have been reacquired by any of them. (f) Subject to the Initial Purchasers’ compliance with their representations and warranties and agreements set forth in Section 4 hereof, the Issuer consents to the use of the Preliminary Offering Circular, any other documents comprising any part of the General Disclosure Package, the Final Offering Circular and any amendments and supplements thereto required pursuant to Section 5(a) hereto, by the Initial Purchasers; provided, however, that such consent is given solely in connection with the offer and sale of the Securities pursuant to and in accordance with the terms of this Agreement. (g) Except as contemplated in the Registration Rights Agreement, none of the Issuer or any of its affiliates, nor any person acting on its or their behalf (other than the Representatives or any of their affiliates, as to whom the Issuer expresses no opinion) will, directly or indirectly, make offers or sales of any security, or solicit offers to buy any security, under circumstances that would require the registration of the Securities under the Securities Act. (h) During the period of two years after the Closing Date, the Issuer will not be or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (i) The Issuer will pay for all reasonable expenses incidental to the performance of its obligations under this Agreement, the Indenture and the Registration Rights Agreement, including (i) the fees and expenses of the Trustee and its professional advisers; (ii) all expenses in connection with the execution, issue, authentication and initial delivery of the Securities and, as applicable, the Exchange Securities, the preparation and printing of this Agreement, the Registration Rights Agreement, the Securities, the Indenture, the Preliminary Offering Circular, any other documents comprising any part of the General Disclosure Package, the Final Offering Circular, all amendments and supplements thereto, each item of Supplemental Marketing Material and any other document relating to the issuance, offer, sale and delivery of the Securities and as applicable, the Exchange Securities; (iii) the cost of any advertising approved in advance by the Issuer in connection with the issue of the Securities; (iv) any expenses (including reasonable fees and disbursements of counsel) incurred in connection with qualification of the Securities or the Exchange Securities for sale under the laws of such jurisdictions in the United States as the Representatives designate in accordance with Section 5(c) hereof and the printing of memoranda relating thereto; (v) any fees charged by investment rating agencies for the rating of the Securities or the Exchange Securities; and (vi) for expenses incurred in distributing the Preliminary Offering Circular, any other documents comprising any part of the General Disclosure Package, the Final Offering Circular (including any amendments and supplements thereto) and any Supplemental Marketing Material to the Initial Purchasers. It is understood that, except as otherwise provided in this Agreement, the Initial Purchasers will pay all their own costs and expenses, including (i) the fees of their counsel, (ii) transfer taxes on any exempt resale of the Securities by them, and (iii) the transportation and other expenses incurred by the Initial Purchasers in connection with attending or hosting meetings with or making presentations to prospective purchasers of the Securities from the Initial Purchasers. The Issuer acknowledges that it has advised the Initial Purchasers that it does not intend to conduct any “roadshow” or other meeting with or presentation to prospective purchasers of the Securities from the Initial Purchasers that would result in the incurrence of any expenses referred to in clause (iii) of the preceding sentence. (j) The Issuer will not, without the prior written consent of each Representative, from the date of this Agreement until the Closing Date, offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission pursuant a registration statement under the Securities Act relating to, any debt securities issued or guaranteed by the Issuer which mature more than one year after the Closing Date, which are substantially similar to the Securities and are denominated in the same currency as the Securities, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing. The Issuer will not at any time offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 13(a), 13(c), 14 or 15(d4(2) of the Exchange Securities Act to cease to be applicable to the offer and are not otherwise available on sale of the IBM home page on the Internet, at "xxxx://xxx.xxx.xxxSecurities." (k) The Issuer will also immediately apply the net proceeds from the sale of the Securities as set forth under “Use of Proceeds” in the General Disclosure Package and the Final Offering Circular. (l) The Issuer will cooperate with the Initial Purchasers and use its best efforts to permit the Securities to be eligible for clearance and settlement through the facilities of DTC. (m) The Issuer will promptly notify each Agent Representative, up to and including the Closing Date, of any downgrading in the rating of the Securities or any other debt securities of the Issuer, Issuer or any known proposal to downgrade the rating of the Securities or any other debt securities of the Issuer, Issuer by any "“nationally recognized statistical rating organization" ” (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Issuer (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading of such rating), as soon as the Issuer learns of such downgrading or downgrading, proposal to downgradedowngrade or public announcement. (d) The Issuer will furnish to each Agent copies of the Prospectus and all amendments and supplements thereto, and all amendments to the Registration Statement after the date hereof (other than an amendment or supplement (i) relating to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities the purchase of which was not solicited by any Agent), in each case as soon as available and in such quantities as are reasonably requested. (e) The Issuer will arrange for the qualification of the Securities for sale and the termination of their eligibility for investment under the laws of such jurisdictions as the Agents designate and will continue such qualifications in effect so long as required for the distribution of the Securities. (f) So long as any Securities are outstanding, if so requested by the Agents, the Issuer will furnish to the Agents, (i) as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year, (ii) as soon as available, a copy of each report or definitive proxy statement of the Issuer, if any, filed with the Commission under the Exchange Act or mailed to stockholders, and (iii) from time to time, such other information concerning the Issuer as the Agents may reasonably request. (g) Unless otherwise agreed, the Issuer will pay all expenses incident to the performance of its obligations under this Agreement and will reimburse each Agent for any expenses (including fees and disbursements of counsel) incurred by it in connection with qualification of the Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions as such Agent may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities, for expenses incurred in distributing the Prospectus and all supplements thereto, any preliminary prospectuses and any preliminary prospectus supplements, to each Agent and for the reasonable fees and disbursements of counsel to the Agents.

Certain Agreements of the Issuer. The Issuer agrees with the Agents that, ----------------------------------- in connection with each offering of Securities,Notes: (a) The Issuer will advise each Agent the Agents promptly of any proposal to amend or supplement the Registration Statement or the Prospectus (other than an amendment or supplement (i) providing that solely specifies or provides for a change in the maturity dates, interest rates, issuance prices or similar terms of the Securitiesany particular Notes sold hereunder, (ii) by means of the filing of materials incorporated by reference in the Prospectus, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities Notes or (iv) that is a pricing amendment or supplement relating to Securities Notes the purchase of which was not solicited by any Agent) and will use its reasonable best efforts to afford the Agents a reasonable an opportunity to comment on review any such proposed amendment or supplementsupplement prior to filing; and the Issuer will also advise each Agent the Agents of the filing of any such amendment or supplement supplement. Following any such filing, each Agent shall have the right to suspend solicitation of purchases of the Notes until such time as such Agent shall reasonably determine that solicitation of purchases may be resumed and any such suspension shall not be deemed a breach of such Agent's agreement contained herein. The Issuer will also advise the Agents of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best commercially reasonable efforts to prevent the issuance of any such stop order and to obtain as soon as possible its liftingwithdrawal, if issued. (b) If, at any time when a prospectus relating to the Securities Notes is required to be delivered under the Act, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is deliveredmade, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Prospectus to comply with the Act, the Exchange Act or the rules and regulations thereunder ("Rules and Regulations Regulations") (other than as contemplated in the parenthetical clause of Section 4(a) hereof), the Issuer will promptly notify each Agent (i) in its capacity as agent of the Issuer to suspend solicitation of offers to purchase the SecuritiesNotes (and, if so notified, such Agent shall cease such solicitations as soon as practicable, but in any event not later than one business day later); and (ii) to cease sales of any Notes such Agent may then own as principal; and if the Issuer shall decide so to amend or supplement the Registration Statement or the Prospectus, it will promptly advise each Agent by telephone (with confirmation in writing) and will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Notwithstanding the foregoing, if, at the time of any notification to suspend solicitations, any Agent shall own any of the Securities Notes with the intention of reselling them as contemplated by Section 11 3(f) hereof, or the Issuer has accepted an offer to purchase Securities Notes but the related settlement has not occurred, the Issuer, subject to the provisions of subsection (a) of this Section, will promptly repurchase any Notes so held by such Agent, cancel such offer (to the extent such cancellation may be lawfully effected) or promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance, and will supply such amended or supplemented Prospectus to the respective Agents in such quantities as they may reasonably request. If such amendment or supplement and the documents, opinions, letters and certificates furnished to the Agents pursuant to this Agreement in connection with the preparation and filing of such amendment or supplement are, in the judgment of the Agents, satisfactory, then upon the filing with the Commission of such amendment or supplement to the Prospectus or upon the effectiveness of an amendment to the Registration Statement, the Agents will resume the solicitation of offers to purchase Notes hereunder; provided, however, that if one or more Agents does not find such amendment or supplement acceptable, in their judgment, such Agent shall not be required to recommence the solicitation of offers hereunder and such other Agents for which such amendment or supplement was satisfactory shall not be precluded from recommencing the solicitation of offers pursuant to this Agreement. (c) The Issuer, during the period when a prospectus relating to the Securities Notes is required to be delivered under the Act, will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act. The Issuer will promptly furnish each Agent with copies of all material press releases or announcements to the general public which are not filed with the Commission pursuant to Section 13(a"), 13(c), 14 or 15(d) of the Exchange Act and are not otherwise available on the IBM home page on the Internet, at "xxxx://xxx.xxx.xxx." The Issuer will also immediately notify each Agent of any downgrading in the rating of the Securities or any other debt securities of the Issuer, or any proposal to downgrade the rating of the Securities or any other debt securities of the Issuer, by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), as soon as the Issuer learns of such downgrading or proposal to downgrade. (d) The Issuer will furnish to each Agent copies of the Prospectus and all amendments and supplements thereto, and all amendments to the Registration Statement after the date hereof (other than an amendment or supplement (i) that solely specifies or provides for a change in maturity dates, interest rates, issuance prices or similar terms of any particular Notes sold hereunder, (ii) by means of the filing of materials incorporated by reference in the Prospectus, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities Notes or (iiiv) that solely specifies the terms of the Securities is a pricing amendment or supplement relating to Notes the purchase of which was not solicited by any Agent), in each case as soon as available and in such quantities as are reasonably requested. (e) The Issuer will arrange for the qualification of the Securities Notes for sale and the termination of their eligibility for investment under the laws of such jurisdictions as the Agents designate through Cravath, Swaine & Xxxxx (the "Agents' Counsel") reasonably requests and will continue such qualifications in effect so long as required for the distribution of the SecuritiesNotes; provided that in connection therewith the Issuer -------- shall not be required to qualify to do business in any jurisdiction or to file a consent or otherwise subject itself to service of process or taxation in any jurisdiction where it is not already so subject. (f) So long as any Securities Notes are outstanding, if so requested by the Agents, the Issuer will furnish to the Agents, to the extent such document is not available pursuant to the XXXXX filing system, (i) as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year, (ii) as soon as available, a copy of each report or definitive proxy statement of the Issuer, if any, filed with the Commission under the Exchange Act or mailed to stockholdersAct, and (iiiii) from time to time, such other information concerning the Issuer as the Agents may reasonably request, which may be provided in accordance with applicable laws and regulations. (g) Unless otherwise agreed, the The Issuer will pay all expenses incident to the performance of its obligations under this Agreement and will reimburse each Agent the Agents for any expenses (including reasonable fees and disbursements of counselAgents' Counsel, subject to the limitation set forth below) reasonably incurred by it them in connection with qualification of the Securities Notes for sale and determination of their eligibility for investment under the laws of such jurisdictions as such Agent Agents may designate reasonably request in accordance with Section 4(e) hereof and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the SecuritiesNotes, for expenses incurred in distributing the Prospectus and all supplements thereto, any preliminary prospectuses and any preliminary prospectus supplements, to each Agent and for the reasonable fees and disbursements of counsel Agents' Counsel in connection with the establishment of the program contemplated hereby, such reasonable fees and disbursements of Agents' Counsel not to exceed $75,000. The Agents shall pay all other fees and expenses incurred by the Agents. (h) The Issuer will make generally available to its security holders and to the Agent as soon as practicable earnings statements which shall satisfy the provisions of Section 11(a) of the Act and Rule 158 of the Commission promulgated thereunder covering periods of at least twelve months beginning in each case with the first fiscal quarter of the Issuer occurring after the "effective date" (as defined in Rule 158) of the Registration Statement with respect to each sale of Notes. (i) In the case of a purchase of Notes by an Agent as principal pursuant to a Terms Agreement or otherwise, if called for by the applicable Terms Agreement or other agreement, at the corresponding Time of Delivery, the Issuer will, from the date of any applicable Terms Agreement with an Agent or other agreement by an Agent to purchase Notes as principal and continuing to and including the business day following the related Time of Delivery, not offer, sell, contract to sell or otherwise dispose of any debt securities of or guaranteed by the Issuer which are substantially similar to the Notes, without the prior written consent of such Agent; provided, however, that for the purposes of the foregoing, any reverse inquiry solicitations of or solicitations by the Agents as contemplated hereby will not constitute an offer by the Issuer.

Certain Agreements of the Issuer. The Issuer covenants and agrees with the Agents that, in connection with each offering of Securities,Initial Purchaser as follows: (a) The Issuer will advise each Agent promptly of any proposal to amend or supplement the Registration Statement or the Prospectus (other than an amendment or supplement (i) providing solely for a change in the terms of the Securities, (ii) by means of the filing of materials incorporated by reference in the Prospectus, (iii) relating to an offering by the Issuer of Registered Securities other than the Securities or (iv) that is a pricing amendment or supplement relating to Securities the purchase of which was not solicited by any Agent) and will afford the Agents a reasonable opportunity to comment on any such proposed amendment or supplement; and the Issuer will also advise each Agent of the filing of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will It shall use its best efforts to prevent obtain on or prior to the Closing Date all government authorizations required in connection with the issuance and sale of any the Securities to be issued on such stop order date and the performance of its respective obligations under the Transaction Documents to which it is a party, and to obtain cause such authorizations to be continued in effect so long as soon any of the Securities issued by it remain outstanding; provided that in no event shall it be obligated in connection therewith to qualify as possible its lifting, if issueda foreign corporation or to execute a general consent to service of process or to subject itself to taxation or other burdensome requirements in a jurisdiction in which it is not already so subject. (b) IfIt shall furnish to the Initial Purchaser, without charge, as soon as practicable and thereafter from time to time prior to the completion of the distribution of the Subject Notes, as many copies of the Final Offering Circular and of any amendments or supplements thereto as the Initial Purchaser may reasonably request. (c) If at any time when a prospectus relating prior to the Securities is required to be delivered under earlier of (a) the Actcompletion of the distribution of the Subject Notes (as determined by the Initial Purchaser); and (b) the 90th day following the Closing Date (the “Offering Period”), any event occurs or condition exists as a result of which the Prospectus Offering Documents as then amended or supplemented would include an contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is deliveredmade, not misleading, or if for any other reason it is shall be necessary at any time to amend or supplement the Registration Statement or the Prospectus Offering Documents to comply with applicable law, it shall promptly so notify the ActInitial Purchaser, instruct the Exchange Act or the Rules and Regulations (other than as contemplated in the parenthetical clause of Section 4(a) hereof), the Issuer will Initial Purchaser promptly notify each Agent to suspend solicitation of offers to purchase the Securities; and if Subject Notes and, upon the Issuer shall decide so to amend or supplement request of the Registration Statement or the ProspectusInitial Purchaser, it will promptly advise each Agent by telephone shall at its own expense, (with confirmation in writingi) and will promptly prepare and file with furnish to the Commission Initial Purchaser, subject to prior review by the Initial Purchaser as provided by Section 5(d), an amendment or supplement which to the Offering Documents that will correct such statement or omission or an amendment which will effect such compliance. Notwithstanding compliance and (ii) supply any amended or supplemented Offering Documents to the foregoingInitial Purchaser in such quantities as the Initial Purchaser may reasonably request, if, at and the time of Initial Purchaser agrees not to use any notification to suspend solicitations, any Agent shall own any prior version of the Securities Offering Documents in connection with the intention of reselling them as contemplated by Section 11 hereof, offer or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred, the Issuer, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. (c) The Issuer, during the period when a prospectus relating to the Securities is required to be delivered under the Act, will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) sale of the Exchange Act. The Issuer will promptly furnish each Agent with copies of all material press releases or announcements to the general public which are not filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and are not otherwise available on the IBM home page on the Internet, at "xxxx://xxx.xxx.xxx." The Issuer will also immediately notify each Agent of any downgrading in the rating of the Securities or any other debt securities of the Issuer, or any proposal to downgrade the rating of the Securities or any other debt securities of the Issuer, by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), as soon as the Issuer learns Subject Notes following receipt of such downgrading or proposal to downgradenotice. (d) The Issuer will furnish to each Agent copies of During the Prospectus and all amendments and supplements theretoOffering Period, and all amendments to the Registration Statement after the date hereof (other than an it shall not publish any amendment or supplement to the Final Offering Circular to which the Initial Purchaser objects unless the Initial Purchaser has been previously advised of, and furnished with a copy for review of, any such proposed amendment or supplement, and counsel to the Issuer provides written advice, the conclusions of which are shared with the Initial Purchaser to the effect that (i) relating without such proposed amendment or supplement the Final Offering Circular, as then amended or supplemented, contains an untrue statement of a material fact or omits to an offering by state a material fact necessary to make the Issuer statements therein, in light of Registered Securities other than the Securities circumstances under which they were made, not misleading or (ii) that solely specifies such proposed amendment or supplement is required pursuant to applicable law or an order of a regulatory authority having jurisdiction over the terms of the Securities the purchase of which was not solicited by any Agent), in each case as soon as available and in such quantities as are reasonably requestedIssuer. (e) Subject to the foregoing, it shall prepare promptly, upon the reasonable request of the Initial Purchaser, any amendments of or supplements to the Offering Documents that in the sole discretion of the Initial Purchaser may be reasonably necessary to enable the Initial Purchaser to continue to resell the Subject Notes, subject to the approval of the Initial Purchaser’s counsel. (f) Within six months prior to the issuance of the Securities, it and its respective Affiliates or any Person authorized to act on its behalf have not offered, sold, contracted to sell or otherwise disposed of and, within six months following the issuance of the Securities, shall not offer, sell, contract to sell or otherwise dispose of any Securities or any securities of the same or similar class as the Securities, under circumstances that would require registration of the Securities under the Securities Act. (g) The Issuer shall use the proceeds from the sale of the Securities in the manner described in the Final Offering Circular under the caption “Use of Proceeds”. (h) It will arrange not publish or distribute any offering material in connection with the offering of the Subject Notes, unless the Initial Purchaser shall have received prior notice and consented to the publication or use (as applicable) thereof. (i) Neither the Issuer nor any of its respective Affiliates or any Person authorized to act on their behalf (except for the Initial Purchaser, as to whom no representation is made) shall engage in any “directed selling efforts” (as that term is defined in Regulation S) with respect to the Subject Notes to any “U.S. Person” (as that term is defined in Regulation S). (j) It shall advise the Initial Purchaser promptly after it receives notice or obtains knowledge of the suspension of the qualification of the Securities Subject Notes for offering or sale in any jurisdiction, or of the initiation or threatening of any proceeding for any such purpose. In the event of the issuance of any order suspending any such qualification, it shall promptly use its best efforts to obtain its withdrawal. (k) During the Offering Period, it shall promptly and from time to time take such action as the termination of their eligibility Initial Purchaser may reasonably request to qualify the Subject Notes for investment offering and sale in a manner not involving any public offering under the securities laws of such jurisdictions as the Agents designate and will continue such qualifications in effect so long as required for the distribution of the Securities. (f) So long as any Securities are outstanding, if so requested by the Agents, the Issuer will furnish to the Agents, (i) as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year, (ii) as soon as available, a copy of each report or definitive proxy statement of the Issuer, if any, filed with the Commission under the Exchange Act or mailed to stockholders, and (iii) from time to time, such other information concerning the Issuer as the Agents Initial Purchaser may reasonably request. (gl) Unless otherwise agreedIt shall at all times during the Offering Period extend, and use its best efforts to cause the Collateral Manager to extend, to each prospective investor the opportunity to ask questions of, and receive answers from, the Issuer will pay all expenses incident and Collateral Manager concerning their respective businesses, managements and financial affairs, and the Subject Notes and the terms and conditions of the offering thereof, and to obtain any information such prospective investors may consider necessary in making an informed investment decision or in order to verify the accuracy of the information set forth in the Offering Documents, to the performance extent the Issuer or the Collateral Manager possesses the same or can acquire it without unreasonable effort or expense; provided that the Issuer shall permit, and shall use its best efforts to cause the Collateral Manager to permit, representatives of the Initial Purchaser to be present at, or participate in, any meeting or telephone conference between the Issuer or the Collateral Manager and any prospective investor identified by the Initial Purchaser, and shall give the Initial Purchaser reasonable notice thereof, and the Issuer shall not furnish, and shall use its obligations under this Agreement best efforts to cause the Collateral Manager not to furnish, any such written information to any such prospective investor without first giving the Initial Purchaser a reasonable opportunity to review and comment on such information. (m) It shall not solicit any offer to buy from or offer to sell to any Person any Subject Notes, except through the Initial Purchaser. (n) The Issuer will reimburse each Agent for any expenses (including fees and disbursements of counsel) incurred comply with the representations made by it to the Rating Agency in connection accordance with qualification paragraph (a)(3)(iii) of Rule 17g-5 with respect to the Securities rated by the Rating Agency. (o) The Issuer will not offer any of the Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions as such Agent may designate and the printing of memoranda relating thereto, for in or to its own or any fees charged by investment rating agencies for the rating of the Securities, for expenses incurred in distributing the Prospectus and all supplements thereto, any preliminary prospectuses and any preliminary prospectus supplements, to each Agent and for the reasonable fees and disbursements of counsel to the Agentsaffiliated participant-directed employee plan.