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Exhibit 10.46
TRANCHE B TERM NOTE
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$160,000,000.00
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New York, New York
January 5, 2009
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FOR VALUE RECEIVED, the undersigned
PALM, INC. (the “ Borrower ”) hereby
unconditionally promises to pay to the order of MORGAN STANLEY
SENIOR FUNDING, INC. or its registered assigns (the “
Lender ”), at the offices of JPMorgan Chase Bank, N.A.
(“ Administrative Agent ”) at
270 Park Avenue, New York, NY 10017 or such other
place as Administrative Agent shall have specified, in dollars and
in immediately available funds, in accordance with
Section 2.09 of the Credit Agreement (as defined below) on the
Tranche B Maturity Date, the principal amount of $160,000,000.00
or, if less, the then unpaid principal amount of the Tranche B Term
Loan made by the Lender to the Borrower pursuant to the Credit
Agreement. Capitalized terms used and not otherwise defined herein
shall have the meanings assigned to such terms in the Credit
Agreement.
The Borrower further unconditionally
promises to pay interest on the unpaid principal amount of the
Tranch
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