IBM entered into a new $2.5 billion 364-Day Credit Agreement with the several banks and other financial institutions from time to time parties thereto (the “364-Day Lenders”) and (ii) entered into the First Amendment (the “Three-Year Amendment”) to the existing $2.5 billion Amended and Restated Three-Year Credit Agreement dated as of July 19, 2018 (the “Existing Three-Year Credit Agreement”), among the Borrowers, the several banks and other financial institutions from time to time parties thereto (the “Three-Year Lenders”), JPMorgan Chase Bank, N.A., as Administrative Agent, BNP Paribas, Citibank N.A., Royal Bank of Canada and Mizuho Bank Ltd., as Syndication Agents, and the Documentation Agents named therein. Also, on July 2, 2020, IBM entered into the First Amendment (the “Five-Year Amendment”) to the existing $10.25 billion Amended and Restated Five-Year Credit Agreement dated as of July 19, 2018 (the “Existing Five-Year Credit Agreement”), among IBM, each Subsidiary Borrower (as defined therein), the several banks and other financial institutions from time to time parties thereto (the “Five-Year Lenders,” together with the Three-Year Lenders and the 364-Day Lenders, the “Lenders”), JPMorgan Chase Bank, N.A., as Administrative Agent, BNP Paribas, Citibank N.A., Royal Bank of Canada and Mizuho Bank Ltd., as Syndication Agents, and the Documentation Agents named therein.

The New 364-Day Credit Agreement permits the Borrowers to borrow up to an aggregate of $2.5 billion on a revolving basis at any time during the term of the New 364-Day Credit Agreement, subject to the terms therein. Neither Borrower is a guarantor or co-obligor of the other Borrower under the New 364-Day Credit Agreement. Funds borrowed may be used for the general corporate purposes of the Borrowers. Interest rates on borrowings under the New 364-Day Credit Agreement will be based on prevailing market interest rates plus a margin, as further described therein. The New 364-Day Credit Agreement contains customary representations and warranties, covenants, events of default and indemnification provisions. The foregoing description of the New 364-Day Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the New 364-Day Credit Agreement, which is filed as Exhibit 10.1 to this report, and is incorporated by reference herein.

The Three-Year Amendment, among other things, modifies certain of the minimum interest rate spreads applicable to future borrowings and extends the maturity of the Existing Three-Year Credit Agreement to July 20, 2023. The Five-Year Amendment, among other things, permits IBM to request, at any time during a specified period in the year ended December 31, 2021, an extension of the maturity of the Existing Five-Year Credit Agreement (with a current maturity of July 20, 2024) by two years. The foregoing descriptions of the Three-Year Amendment and the Five-Year Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Three-Year Amendment and the Five-Year Amendment, which are filed as Exhibits 10.2 and 10.3 to this report, and are incorporated by reference herein.

In the ordinary course of their respective businesses, the Lenders and their affiliates have engaged, and may in the future engage, in commercial banking, investment banking, financial advisory or other services with the Borrowers for which they have in the past and/or may in the future receive customary compensation and expense reimbursement.