Exhibit 4(c)
FIRST SUPPLEMENTAL INDENTURE dated as of December 15,
1995, between INTERNATIONAL BUSINESS MACHINES CORPORATION, a
corporation duly organized and existing under the laws of
New York (herein called the "Company") having its principal
office at Xxx Xxx Xxxxxxx Xxxx, 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 October 1, 1993 (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 and Attributable
Debt 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
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adversely affect the interests of the Holders of outstanding Securities of
any series in any material respect.
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.
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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
Sections 1104 and 1105 of the Indenture are amended, with respect
to Securities outstanding under series created after the date hereof, to
replace the number "5%" with "10%" in the last clause of Section 1104 and
in clause (a) of Section 1105.
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.
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C. This First Supplemental Indenture shall be governed by and
construed in accordance with the laws of the State of New York.
INTERNATIONAL BUSINESS
MACHINES CORPORATION,
by /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President and
Treasurer
(SEAL)
Attest:
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
Secretary
THE CHASE MANHATTAN BANK,
(National Association), as
Trustee,
by /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Vice President
(SEAL)
Attest:
/s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
Assistant Secretary
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STATE OF NEW YORK )
) ss.:
COUNTY OF WESTCHESTER)
On the 15th day of December, 1995, before me personally came
Xxxxxxx Xxxxxx to me known, who, being by me duly sworn, did depose and say
that he is a Treasurer of INTERNATIONAL BUSINESS MACHINES CORPORATION, one
of the corporations described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed
by authority of the Board of Directors of said corporation; and that he
signed his name thereto by like authority.
/s/ Xxxxxxx X. Xxxxxxxx
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Notary Public
STATE OF NEW YORK )
) ss.:
COUNTY OF KINGS )
On the 15th day of December, 1995, before me personally came
Xxxxx X. Xxxxxx to me known, who, being by me duly sworn, did depose and
say that he is a Vice President of THE CHASE MANHATTAN BANK (NATIONAL
ASSOCIATION), one of the corporations described in and which executed the
foregoing instrument; that he knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation; and
that he signed his name thereto by like authority.
/s/ Xxxxxxxx X. Xxxxx
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Notary Public
