Kyndryl Holdings, Inc. Underwriting AgreementUnderwriting Agreement • February 20th, 2024 • Kyndryl Holdings, Inc. • Services-computer integrated systems design • New York
Kyndryl Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $500,000,000 principal amount of its 6.350% Senior Notes due 2034 (the “Securities”). The Securities will be issued pursuant to an Indenture, dated as of October 15, 2021 (the “Base Indenture”), between the Company and The Bank of New York Mellon Company, N.A., as trustee (the “Trustee”), as supplemented by a Second Supplemental Indenture to be dated as of February 20, 2024, between the Company and the Trustee (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”).
Kyndryl Holdings, Inc. and The Bank of New York Mellon Trust Company, N.A. as Trustee Indenture Dated as of October 15, 2021 Senior Debt SecuritiesIndenture • October 15th, 2021 • Kyndryl Holdings, Inc. • Services-computer processing & data preparation • New York
INDENTURE, dated as of October 15, 2021 between Kyndryl Holdings, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal executive office at One Vanderbilt Avenue, 15th Floor, New York, NY 10017, and The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the “Trustee”).
Kyndryl Holdings, Inc. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 15th, 2021 • Kyndryl Holdings, Inc. • Services-computer processing & data preparation • New York
This REGISTRATION RIGHTS AGREEMENT dated October 15, 2021 (this “Agreement”) is entered into by and among Kyndryl Holdings, Inc., a Delaware corporation (the “Company”) and J.P. Morgan Securities LLC, MUFG Securities Americas Inc., Santander Investment Securities Inc. and TD Securities (USA) LLC, as representatives of the several initial purchasers listed in Schedule 1 to the Purchase Agreement (as defined below) (the “Initial Purchasers”).
SEPARATION AND DISTRIBUTION AGREEMENT by and between International Business Machines Corporation and Kyndryl Holdings, Inc. Dated as of November 2, 2021Separation and Distribution Agreement • November 4th, 2021 • Kyndryl Holdings, Inc. • Services-computer processing & data preparation • Delaware
SEPARATION AND DISTRIBUTION AGREEMENT, dated as of November 2, 2021, by and between International Business Machines Corporation, a New York corporation (“Parent”), and Kyndryl Holdings, Inc., a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
TAX MATTERS AGREEMENT by and between International Business Machines Corporation and KYNDRYL HOLDINGS, INC. Dated as of November 2, 2021Tax Matters Agreement • November 4th, 2021 • Kyndryl Holdings, Inc. • Services-computer processing & data preparation • Delaware
This TAX MATTERS AGREEMENT (including the Schedules hereto, this “Agreement”), is entered into as of November 2, 2021 between International Business Machines Corporation, a New York corporation (“Parent”), and Kyndryl Holdings, Inc., a Delaware corporation (“SpinCo” and, together with Parent, the “Parties”).
INTELLECTUAL PROPERTY AGREEMENT by and between International Business Machines Corporation and Kyndryl, Inc. Dated as of November 2, 2021Intellectual Property Agreement • November 4th, 2021 • Kyndryl Holdings, Inc. • Services-computer processing & data preparation
INTELLECTUAL PROPERTY AGREEMENT, dated as of November 2, 2021 (this “Agreement”), by and between International Business Machines Corporation, a New York corporation (“Parent”), and Kyndryl, Inc., a Delaware corporation (“SpinCo”).
EMPLOYEE MATTERS AGREEMENT By and Between International Business Machines Corporation and KYNDRYL HOLDINGS, INC. Dated as of November 2, 2021Employee Matters Agreement • November 4th, 2021 • Kyndryl Holdings, Inc. • Services-computer processing & data preparation
EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of November 2, 2021, by and between International Business Machines Corporation, a New York corporation (“Parent”), and Kyndryl Holdings, Inc., a Delaware corporation (“SpinCo” and, together with Parent, the “Parties”).
IBM International Client Relationship AgreementIbm International Client Relationship Agreement • November 4th, 2021 • Kyndryl Holdings, Inc. • Services-computer processing & data preparation
This IBM International Client Relationship Agreement (Agreement or iCRA) includes Part 1 – General Terms and Part 2 – Country Required Terms. This Agreement governs transactions by which Client may order Programs, Cloud and other Services, Machines and Appliances (collectively IBM Products) and third party products and services (Non-IBM Products). Transaction Documents (TDs) and Attachments detail the specifics of transactions such as charges and a description of and information about the Product. Examples of TDs include statements of work, service descriptions, ordering documents, supplements, or invoices. Attachments provide supplemental terms that apply to certain types of Products, such as product capacity or trial services. In the event of conflict, an Attachment prevails over this Agreement and a TD prevails over both the Agreement and any Attachment and only applies to the specific transaction.
TRANSITION SERVICES AGREEMENT by and between INTERNATIONAL BUSINESS MACHINES CORPORATION and KYNDRYL, INC. November 2, 2021Transition Services Agreement • November 4th, 2021 • Kyndryl Holdings, Inc. • Services-computer processing & data preparation • New York
TRANSITION SERVICES AGREEMENT (this “TSA”), effective as of November 3, 2021 (the “Effective Date”), by and between International Business Machines Corporation, a New York corporation (“IBM” or “Seller”), and Kyndryl, Inc., a Delaware corporation (“Buyer”) (each a Party and, collectively, the “Parties”).
Kyndryl Equity Award AgreementEquity Award Agreement • November 4th, 2021 • Kyndryl Holdings, Inc. • Services-computer processing & data preparation
Purpose The purpose of this Award is to retain selected executives. You recognize that this Award represents a potentially significant benefit to you and is awarded for the purpose stated here.
AMENDMENT NO. 1Term Loan Credit Agreement • June 23rd, 2023 • Kyndryl Holdings, Inc. • Services-computer integrated systems design • New York
TERM LOAN CREDIT AGREEMENT, dated as of October 18, 2021, among KYNDRYL HOLDINGS, INC., a Delaware corporation (the “Borrower”), INTERNATIONAL BUSINESS MACHINES CORPORATION (“IBM Corp.”), 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”), BANCO SANTANDER, S.A., NEW YORK BRANCH, MUFG BANK, LTD. and TD SECURITIES (USA) LLC, as syndication agents (in such capacity, the “Syndication Agents”), and DEUTSCHE BANK SECURITIES INC., MIZUHO BANK, LTD., SUMITOMO MITSUI BANKING CORPORATION, THE BANK OF NOVA SCOTIA and UNICREDIT BANK AG- NEW YORK BRANCH, as documentation agents (in such capacity, the “Documentation Agents”), as amended by Amendment No. 1, dated as of June 21, 2023.
Kyndryl Restricted Stock Units Equity Award Agreement ConfidentialRestricted Stock Units Equity Award Agreement • August 7th, 2024 • Kyndryl Holdings, Inc. • Services-computer integrated systems design • New York
Pursuant to the Amended Plan, the Company has granted you the Award described in this Equity Award Agreement. This Equity Award Agreement provides you with the terms and conditions of your Award. Your Award is subject to the terms and conditions in the governing Plan document.
Master Subcontracting Framework AgreementMaster Subcontracting Framework Agreement • November 4th, 2021 • Kyndryl Holdings, Inc. • Services-computer processing & data preparation
This Master Subcontracting Framework Agreement (“Framework Agreement”) effective November 3, 2021 (“Framework Effective Date”) is between International Business Machines Corporation (“IBM”) and Kyndryl, Inc. (“Kyndryl”) (each a “Party” and collectively, the “Parties”).
STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENTStockholder and Registration Rights Agreement • November 4th, 2021 • Kyndryl Holdings, Inc. • Services-computer processing & data preparation • Delaware
This STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT, dated as of November 2 , 2021 (this “Agreement”), is by and between International Business Machines Corporation, a New York corporation (“IBM”), and Kyndryl Holdings, Inc., a Delaware corporation (“Kyndryl”).
REAL ESTATE MATTERS AGREEMENTReal Estate Matters Agreement • November 4th, 2021 • Kyndryl Holdings, Inc. • Services-computer processing & data preparation
This REAL ESTATE MATTERS AGREEMENT (this “Agreement”) is entered into on November 2, 2021, by and between International Business Machines Corporation, a New York corporation (“Parent”), and Kyndryl Holdings, Inc., a Delaware corporation (“SpinCo”).
Kyndryl Equity Award AgreementEquity Award Agreement • November 4th, 2021 • Kyndryl Holdings, Inc. • Services-computer processing & data preparation
Purpose The purpose of this Award is to retain selected employees and executives. You recognize that this Award represents a potentially significant benefit to you and is awarded for the purpose stated here.
Kyndryl Performance Share Units Equity Award Agreement ConfidentialPerformance Share Units Equity Award Agreement • August 7th, 2024 • Kyndryl Holdings, Inc. • Services-computer integrated systems design • New York
Plan Amended and Restated Kyndryl 2021 Long-Term Performance Plan (the “Amended Plan”) Award Type Performance Share Units (PSUs) Purpose The purpose of this Award is to reward and retain the services of the recipient. You recognize that this Award represents a potentially significant benefit to you and is awarded for the purpose stated here.Capitalized terms not specifically defined in this Equity Award Agreement have the meanings given to them in the Amended Plan. Awarded to Home Country Global ID [Participant Name] [Employee ID] Award Agreement This Equity Award Agreement, together with the Amended Plan which is incorporated herein by reference and available at Fidelity, constitute the entire agreement pursuant to Section 22 of this Equity Award Agreement.
FOURTH AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • November 7th, 2024 • Kyndryl Holdings, Inc. • Services-computer integrated systems design
THIS FOURTH AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of July 26, 2024 (the “Amendment Effective Date”), is entered into by and among Banco Santander S.A. (“Santander”), Kyndryl, Inc., a Delaware corporation (“Kyndryl”), and Kyndryl Holdings Inc., a Delaware corporation (“Parent”). This Amendment amends that certain Amended and Restated Receivables Purchase Agreement, dated as of October 28, 2021, as amended by the First Amendment to Amended and Restated Receivables Purchase Agreement dated January 26, 2022, the Second Amendment to Amended and Restated Receivables Purchase Agreement dated September 21, 2022, and the Third Amendment to Amended and Restated Receivables Purchase Agreement dated December 21, 2022 (collectively, the “Agreement”), among, inter alia, Kyndryl, Santander, and solely for purposes of Section 13.19 thereof, Parent.
KYNDRYL HOLDINGS, INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of February 20, 2024 to INDENTURE Dated as of October 15, 2021 Relating to $500,000,000 of 6.350% Senior Notes due 2034Second Supplemental Indenture • February 20th, 2024 • Kyndryl Holdings, Inc. • Services-computer integrated systems design • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of February 20, 2024 (this “Second Supplemental Indenture”), between Kyndryl Holdings, Inc. (the “Company”), a Delaware corporation, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), to the Base Indenture (as defined below).
International Business Machines Corporation ("IBM") Equity Award Agreement IBM ConfidentialEquity Award Agreement • October 12th, 2021 • Kyndryl Holdings, Inc. • Services-computer processing & data preparation • New York
Purpose The purpose of this Award is to retain selected executives. You recognize that this Award represents a potentially significant benefit to you and is awarded for the purpose stated here.
KYNDRYL HOLDINGS, INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of October 15, 2021 to INDENTURE Dated as of October 15, 2021 Relating to $700,000,000 of 2.050% Notes due 2026 $500,000,000...First Supplemental Indenture • October 15th, 2021 • Kyndryl Holdings, Inc. • Services-computer processing & data preparation • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of October 15, 2021 (this “First Supplemental Indenture”), between Kyndryl Holdings, Inc. (the “Company”), a Delaware corporation, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), to the Base Indenture (as defined below).
THIRD AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • February 9th, 2023 • Kyndryl Holdings, Inc. • Services-computer integrated systems design
THIS THIRD AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of December 21, 2022 (the “Amendment Effective Date”), is entered into by and among Banco Santander S.A. (“Santander”), Kyndryl, Inc., a Delaware corporation (“Kyndryl”), and Kyndryl Holdings Inc., a Delaware corporation (“Parent”). This Amendment amends that certain Amended and Restated Receivables Purchase Agreement, dated as of October 28, 2021, as amended by the First Amendment to Amended and Restated Receivables Purchase Agreement dated January 26, 2022, and the Second Amendment to Amended and Restated Receivables Purchase Agreement dated September 21, 2022 (collectively, the “Agreement”), among, inter alia, Kyndryl, Santander, and solely for purposes of Section 13.19 thereof, Parent.
SECOND AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • February 9th, 2023 • Kyndryl Holdings, Inc. • Services-computer integrated systems design
THIS SECOND AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of September 21, 2022 (the “Amendment Effective Date”), is entered into by and among Banco Santander S.A. (“Santander”), Kyndryl, Inc., a Delaware corporation (“Kyndryl”), and Kyndryl Holdings Inc., a Delaware corporation (“Parent”). This Amendment amends that certain Amended and Restated Receivables Purchase Agreement, dated as of October 28, 2021, as amended by the First Amendment to Amended and Restated Receivables Purchase Agreement dated January 26, 2022 (the “Agreement”), among, inter alia, Kyndryl, Santander, and solely for purposes of Section 13.19 thereof, Parent.
AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT between KYNDRYL, INC., BANCO SANTANDER S.A. and solely for purposes of Section 13.19, KYNDRYL HOLDINGS INC. Dated as of October 28, 2021Receivables Purchase Agreement • November 1st, 2021 • Kyndryl Holdings, Inc. • Services-computer processing & data preparation
THIS AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of October 28, 2021 (as amended, supplemented or otherwise modified from time to time, and including the annexes, appendices, exhibits and schedules hereto, this “Agreement”), is made among Kyndryl, Inc. a Delaware corporation (“Kyndryl”), Banco Santander S.A. (“Santander”) and solely for the purposes of Section 13.19, Kyndryl Holdings Inc., a Delaware corporation (“Parent”).
Form of Kyndryl Equity Award AgreementEquity Award Agreement • November 4th, 2022 • Kyndryl Holdings, Inc. • Services-computer integrated systems design
Plan Kyndryl 2021 Long-Term Performance Plan (the “Plan”) Award Type Performance Share Units (PSUs) Purpose The purpose of this Award is to retain selected executives. You recognize that this Award represents a potentially significant benefit to you and is awarded for the purpose stated here. Awarded to Home Country Global ID Sample United States (USA) [Employee ID] [Global ID] Award Agreement This Equity Award Agreement, together with the “Terms and Conditions of Your Equity Award Effective November 3, 2021” (“Terms and Conditions”) document and the Plan http://w3.kyndryl.net/hr/web/compensation/executive/eq_prospectus/, both of which are incorporated herein by reference, together constitute the entire agreement between you and Kyndryl with respect to your Award.
AMENDMENT NO. 1Five-Year Revolving Credit Agreement • June 23rd, 2023 • Kyndryl Holdings, Inc. • Services-computer integrated systems design • New York
FIVE-YEAR REVOLVING CREDIT AGREEMENT, dated as of October 18, 2021, among KYNDRYL HOLDINGS, INC., a Delaware corporation (the “Borrower”), 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”), BANCO SANTANDER, S.A., NEW YORK BRANCH, MUFG BANK, LTD. and TD SECURITIES (USA) LLC, as syndication agents (in such capacity, the “Syndication Agents”), and DEUTSCHE BANK SECURITIES INC., MIZUHO BANK, LTD., SUMITOMO MITSUI BANKING CORPORATION, THE BANK OF NOVA SCOTIA and UNICREDIT BANK AG- NEW YORK BRANCH, as documentation agents (in such capacity, the “Documentation Agents”), as amended by Amendment No. 1, dated as of June 21, 2023.
FIVE-YEAR REVOLVING CREDIT AGREEMENT among KYNDRYL HOLDINGS, INC. The Several Lenders from Time to Time Parties Hereto JPMORGAN CHASE BANK, N.A., as Administrative Agent BANCO SANTANDER, S.A., NEW YORK BRANCH, MUFG BANK, LTD. and TD SECURITIES (USA)...Revolving Credit Agreement • October 22nd, 2021 • Kyndryl Holdings, Inc. • Services-computer processing & data preparation • New York
FIVE-YEAR REVOLVING CREDIT AGREEMENT, dated as of October 18, 2021, among KYNDRYL HOLDINGS, INC., a Delaware corporation (the “Borrower”), 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”), BANCO SANTANDER, S.A., NEW YORK BRANCH, MUFG BANK, LTD. and THE TORONTO DOMINION BANK, NEW YORK BRANCH, as syndication agents (in such capacity, the “Syndication Agents”), and DEUTSCHE BANK AG NEW YORK BRANCH, MIZUHO BANK, LTD., SUMITOMO MITSUI BANKING CORPORATION, THE BANK OF NOVA SCOTIA and UNICREDIT BANK AG- NEW YORK BRANCH, as documentation agents (in such capacity, the “Documentation Agents”).
