Agent in Its Individual Capacity
50
9.9
Successor Administrative Agent
50
9.10
Syndication and Documentation Agents
50
SECTION 10.
[RESERVED]
50
SECTION 11.
MISCELLANEOUS
50
11.1
Amendments and Waivers
50
iii
11.2
Notices
51
11.3
No Waiver; Cumulative Remedies
52
11.4
Survival of Representations and Warranties
52
11.5
Payment of Expenses
52
11.6
Participations
53
11.7
Transfers of Competitive Loans
54
11.8
Assignments
55
11.9
The Register; Disclosure; Pledges to Federal Reserve Banks
56
11.10
Changing Designations of Competitive Loan Lenders
56
11.11
Replacement of Lenders under Certain Circumstances
56
11.12
Adjustments; Set-off
57
11.13
Counterparts
57
11.14
Severability
58
11.15
Integration
58
11.16
GOVERNING LAW
58
11.17
Submission To Jurisdiction; Waivers
58
11.18
Judgment Related to Borrowings
58
11.19
Acknowledgements
59
11.20
WAIVERS OF JURY TRIAL
59
11.21
Confidentiality
59
11.22
Binding Effect
60
11.23
Incremental Revolving Credit Commitments
60
11.24
USA PATRIOT Act
61
11.25
No Fiduciary Duty, etc.
61
11.26
EU Bail-In
61
iv
SCHEDULES
SCHEDULE 1.1
Revolving Credit Commitments
SCHEDULE 6.2(c)
Compliance Certificate
EXHIBITS
EXHIBIT A
Form of Competitive Loan Confirmation
EXHIBIT B
Form of Competitive Loan Offer
EXHIBIT C
Form of Competitive Loan Request
EXHIBIT D
Form of Closing Certificate
EXHIBIT E
Form of Assignment and Assumption
EXHIBIT F
Form of Revolving Credit Loan Promissory Note
EXHIBIT G
Form of Competitive Loan Promissory Note
EXHIBIT H
Form of New Lender Supplement
EXHIBIT I
Form of Incremental Commitment Supplement
EXHIBIT J
Form of U.S. Tax Compliance Certificates
EXHIBIT K
Form of Extension Request
v
THREE-YEAR CREDIT AGREEMENT, dated as of July 20, 2017, among INTERNATIONAL
BUSINESS MACHINES CORPORATION, a New York corporation ("IBM") and its Subsidiary
IBM CREDIT LLC, a Delaware limited liability company ("IBMCLLC")
(each
individually a "Borrower" and together the "Borrowers"), the several banks and
other financial institutions from time to time parties to this Agreement (the
"Lenders"), JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders
hereunder (in such capacity, the "Administrative Agent"), BNP PARIBAS, CITIBANK,
N.A., ROYAL BANK OF CANADA and MIZUHO BANK, LTD. as syndication agents (in such
capacity, the "Syndication Agents") and
BARCLAYS BANK PLC, BANK OF AMERICA,
N.A., DEUTSCHE BANK SECURITIES INC., HSBC BANK USA, NATIONAL ASSOCIATION,
SOCIETE GENERALE,
and WELLS FARGO BANK, NATIONAL ASSOCIATION, as documentation
agents (in such capacity, the "Documentation Agents").
The parties hereto hereby agree as follows:
SECTION 1.
DEFINITIONS
1.1
Defined Terms.
As used in this Agreement, the following terms shall have
the following meanings:
"1985 Indenture":
the Indenture, dated as of July 15, 1985, between IBM and The
Bank of New York (successor to Morgan Guaranty Trust Company of New York), as
Trustee.
"1990 Indenture":
the Indenture, dated as of March 1, 1990, between IBM and The
Bank of New York, as Trustee.
"ABR":
for any day, a rate per annum (rounded upwards, if necessary, to the
next 1/16 of 1%) equal to the greatest of (a) the Prime Rate in effect on such
day, (b) the NYFRB Rate in effect on such day plus 1/2 of 1% and