Exhibit 1
IBM CREDIT CORPORATION
0000 Xxxxxxxxxxx Xxxxxx
Xxxxx Xxxxxx, XX 00000
IBM Credit Corporation
Medium-Term Notes
AMENDMENT TO AGENCY AGREEMENT
June 27, 1997
Credit Suisse First Xxxxxx Xxxxxxxxxxx
Xxxx Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxxx, Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxx Brothers
Xxxxxx Brothers Inc.
3 World Financial Center
New York, New York 10285
Xxxxxxx Xxxxx & Co.
Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated
Xxxxx Xxxxx
- -
Xxxxx Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Salomon Brothers Inc
Xxxxx Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxx Xxxxxx Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Ladies and Gentlemen:
The Agency Agreement dated March 13, 1992, as amended August
12, 1992, April 13, 1993, June 11, 1993, August 17, 1993, January
6, 1994, November 17, 1994 and August 8, 1996 (the "Agency
Agreement") contemplates the issuance from time to time by IBM
Credit Corporation (the "Company") of up to $10,400,000,000
aggregate principal amount of the Company's Medium-Term Notes, of
which the Company has issued and sold approximately $10,111,000
aggregate principal amount of Medium-Term Notes. The Agency
Agreement is hereby amended to increase the aggregate principal
amount of the Company's Medium-Term Notes which may be issued and
sold from time to time by the Company thereunder to
$13,900,000,000 and the aggregate principal amount of Medium-Term
Notes which may be issued and sold from time to time thereunder
on or after the date hereof to $3,788,900,000.
The aggregate principal amount of Medium-Term Notes which
may be issued and sold by the Company under the Agency Agreement
and the aggregate principal amount which may be issued and sold
from time to time thereunder on or after the date hereof shall be
reduced by the aggregate principal amount of Registered
Securities other than Medium-Term Notes issued and sold by the
Company under the Registration Statement.
The parties hereto agree that Section 5(d)(ii) of the Agency
Agreement is hereby amended by replacing "the opinion of Cravath,
Swaine & Xxxxx, counsel for the Issuer" with the following: "the
opinion of counsel to the Issuer, who may be an employee of the
Issuer."
In all other respects the Agency Agreement shall remain in
full force and effect.
This Amendment to the Agency Agreement may be executed in
counterparts, and the executed counterparts shall together
constitute a single instrument.
Very truly yours,
IBM CREDIT CORPORATION
- -
By:__________________________
AGREED TO
CREDIT SUISSE FIRST BOSTON CORPORATION
By
________________________
___________________________________
(Xxxxxxx, Sachs & Co.)
XXXXXX BROTHERS INC.
By
_______________________
XXXXXXX LYNCH, PIERCE,
XXXXXX & XXXXX INCORPORATED
By
_______________________
XXXXXX XXXXXXX & CO.
INCORPORATED
By
_______________________
SALOMON BROTHERS INC
By
_______________________
XXXXX XXXXXX INC.
By
_______________________
