Exhibit 10.2

  

  

  

  
    

    

    	
            JPMORGAN CHASE BANK, N.A.

            383 Madison Avenue

            New York, New York 10179

          


    

    

    

    

    

    

    July 18, 2019

    

    

    

    

    

    

    International Business Machines Corporation

    One New Orchard Road

    Armonk, New York 10504

    

    

    Attention:  Heather Wilson

     

    

    Ladies and Gentlemen:

    

    

    Reference is made to (i) the Amended and Restated Three-Year Credit Agreement, dated as of July 19, 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among
      International Business Machines Corporation, a New York corporation (“IBM”), and its Subsidiary IBM Credit LLC, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and the other agents named therein and (ii) the
      Extension Request, dated as of July 11, 2019 (the “Extension Request”), delivered by IBM to the Administrative Agent pursuant to Section 2.21(a) of the Credit Agreement.  Capitalized terms used but not defined herein are used with the meanings
      assigned to them in the Credit Agreement.

    

    

    We hereby confirm that, prior to the Extension Request Deadline specified in the Extension Request, we have received executed consents to the extension of the Termination Date requested in the Extension Request from each
      of the Lenders listed on Schedule 1 hereto extending the Termination Date with respect to the Revolving Credit Commitments of such consenting Lenders to July 20, 2022. Also listed on Schedule 1 are each Lender’s respective Revolving
      Credit Commitment under the Credit Agreement as of the date hereof.

    

    

    

    

    
      
        


    

    

    

    
      	 	Very truly yours,	 
	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as Administrative Agent	 
	 	 	 	 
	 	 	 	 
	
              

              

            	
              By: 

            	/s/ Inderjeet Singh Aneja

            	 
	 	 	Name:	Inderject Singh Aneja

            	 
	 	 	Title:	Vice President 

            	 
	 	 	 	 


    

    

    

    

    
      
        


    

    

    

    Schedule 1

    

    

    

    

    	 	
            Lender

          	
            Revolving Credit 

            Commitment

          
	
            1.

          	
            JPMorgan Chase Bank, N.A.

          	
            $145,000,000

          
	
            2.

          	
            BNP Paribas

          	
            $145,000,000

          
	
            3.

          	
            Citibank, N.A.

          	
            $145,000,000

          
	
            4.

          	
            Royal Bank of Canada

          	
            $145,000,000

          
	
            5.

          	
            Mizuho Bank, Ltd.

          	
            $110,000,000

          
	
            6.

          	
            Bank of America, N.A.

          	
            $100,000,000

          
	
            7.

          	
            Barclays Bank PLC

          	
            $100,000,000

          
	
            8.

          	
            Deutsche Bank AG New York Branch

          	
            $100,000,000

          
	
            9.

          	
            HSBC Bank USA N.A.

          	
            $100,000,000

          
	
            10.

          	
            Wells Fargo Bank, N.A.

          	
            $100,000,000

          
	
            11.

          	
            Societe Generale

          	
            $100,000,000

          
	
            12.

          	
            Banco Santander, S.A.

          	
            $100,000,000

          
	
            13.

          	
            MUFG Bank, Ltd.

          	
            $100,000,000

          
	
            14.

          	
            Commerzbank AG, New York Branch

          	
            $75,000,000

          
	
            15.

          	
            Credit Suisse, Cayman Islands Branch

          	
            $75,000,000

          
	
            16.

          	
            Goldman Sachs Bank USA

          	
            $75,000,000

          
	
            17.

          	
            ING Bank N.V., Dublin Branch

          	
            $75,000,000

          
	
            18.

          	
            Sumitomo Mitsui Banking Corporation

          	
            $75,000,000

          
	
            19.

          	
            Toronto Dominion (New York) LLC

          	
            $75,000,000

          
	
            20.

          	
            U.S. Bank National Association

          	
            $75,000,000

          
	
            21.

          	
            UniCredit Bank AG, New York Branch

          	
            $75,000,000

          
	
            22.

          	
            Bank of China, New York Branch

          	
            $45,000,000

          
	
            23.

          	
            Australia and New Zealand Banking Group Limited

          	
            $45,000,000

          
	
            24.

          	
            DBS Bank Ltd.

          	
            $45,000,000

          
	
            25.

          	
            Standard Chartered Bank

          	
            $45,000,000

          
	
            26.

          	
            The Bank of Nova Scotia

          	
            $45,000,000

          
	
            27.

          	
            PNC Bank, National Association

          	
            $45,000,000

          
	
            28.

          	
            Banco Bilbao Vizcaya Argentaria, S.A., New York Branch

          	
            $20,000,000

          
	
            29.

          	
            Banco Bradesco S.A., New York Branch

          	
            $20,000,000

          
	
            30.

          	
            Canadian Imperial Bank of Commerce, New York Branch

          	
            $20,000,000

          
	
            31.

          	
            Danske Bank A/S

          	
            $20,000,000

          
	
            32.

          	
            Lloyds Bank Corporate Markets plc

          	
            $20,000,000

          
	
            33.

          	
            The Northern Trust Company

          	
            $20,000,000

          
	
            34.

          	
            Raiffeisen Bank International AG

          	
            $20,000,000

          
	
            35.

          	
            Total:

          	
            $2,500,000,000