FIRST SUPPLEMENTAL INDENTURE dated as of April 29, 1997, between IBM CREDIT
CORPORATION, a corporation duly organized and existing under the laws of
Delaware (herein called the "Company") having its principal office at 0000
Xxxxxxxxxxx Xxxxxx, Xxxxx Xxxxxx, Xxx Xxxx 00000, and THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION), a national banking association organized and existing
under the laws of the United States of America, as Trustee (herein called the
"Trustee").
RECITALS OF THE COMPANY
The Company and the Trustee are parties to an Indenture dated as of January
15, 1989 (the "Indenture") relating to the issuance from time to time by the
Company of its Securities. Capitalized terms used herein, not otherwise
defined, shall have the same meanings given them in the Indenture.
The Company has requested the Trustee to join with it in the execution and
delivery of this first supplemental indenture (the "First Supplemental
Indenture") in order to supplement and amend the Indenture, with respect to
Securities outstanding under series created after the date hereof, to increase
the amount of secured indebtedness that the Company is permitted to incur.
Section 1001 of the Indenture provides that a supplemental indenture may be
entered into by the Company and the Trustee, without the consent of any
Holders, provided that such supplemental indenture does not adversely affect
the interests of the Holders of Securities Outstanding of any series.
The Company has determined that this First Supplemental Indenture complies
with said Section 1001 and does not require the consent of any Holders.
All things necessary to make this First Supplemental Indenture a valid
agreement of the Company and the Trustee, in accordance with the terms of the
Indenture, and a valid amendment of and supplement to the Indenture have been
done.
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of Securities by
the Holders thereof, it is mutually agreed, for the equal and ratable benefit
of all Holders of Securities of any series created after the date hereof, as
follows:
I. AMENDMENT TO THE INDENTURE
Section 1104 of the Indenture is amended, with respect to Securities
outstanding under series created after the date hereof, to replace the number
"5%" with "10%" in the seventeenth line of Section 1104.
II. GENERAL PROVISIONS
A. The recitals contained herein shall be taken as the statements of the
Company, and the Trustee assumes no responsibility for the correctness of
same. The Trustee makes no representation as to the validly of this First
Supplemental Indenture. The Indenture, as supplemented and amended by this
First Supplemental Indenture, is in all respects hereby adopted, ratified and
confirmed.
B. This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.
C. This First Supplemental Indenture shall be governed by and construed in
accordance with the laws of the State of New York.
IBM CREDIT CORPORATION
By:________________________________
Xxxxxxxx X. Xxxxxxx
Vice President, Finance
(SEAL)
Attest:
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THE CHASE MANHATTAN BANK,
(National Association), as Trustee,
By:________________________________
Name:
Title:
(SEAL)
Attest:
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