Attached files

file filename
10-Q - 10-Q - NCR CORPncr-2020331x10q.htm
EX-32 - EXHIBIT 32 - NCR CORPexhibit32sec906ceoandc.htm
EX-31.2 - EXHIBIT 31.2 - NCR CORPexhibit312sec302cfocer.htm
EX-31.1 - EXHIBIT 31.1 - NCR CORPexhibit311sec302ceocer.htm
EX-10.9 - EXHIBIT 10.9 - NCR CORPexhibit109sixthamendme.htm
EX-10.7 - EXHIBIT 10.7 - NCR CORPexhibit107langenbahnse.htm
EX-10.6 - EXHIBIT 10.6 - NCR CORPexhibit106formof2020ti.htm
EX-10.5 - EXHIBIT 10.5 - NCR CORPexhibit105formof2020ke.htm
EX-10.4 - EXHIBIT 10.4 - NCR CORPexhibit104formof2020se.htm
EX-10.3 - EXHIBIT 10.3 - NCR CORPexhibit103formof2020se.htm
EX-10.2 - EXHIBIT 10.2 - NCR CORPexhibit102formof2020pr.htm
EX-10.1 - EXHIBIT 10.1 - NCR CORPexhibit101formof2020pr.htm
EXECUTION VERSION



FIRST AMENDMENT dated as of October 7, 2019 (this “Amendment”) to the CREDIT AGREEMENT dated as of August 22, 2011, as amended and restated as of July 25, 2013, as further amended and restated as of March 31, 2016, and as further amended and restated as of August 28, 2019, among NCR CORPORATION (the “Borrower”), the LENDERS party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”) (as amended and in effect prior to the effectiveness of this Amendment, the “Credit Agreement”).
WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement in the manner set forth below, and the Lenders whose signatures appear below, constituting the Required Lenders, are willing to amend the Credit Agreement, on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement (as amended hereby).
SECTION 2.     Amendment of the Credit Agreement. Effective as of the First Amendment Effective Date (as defined below), Section 5.11(a) of the Credit Agreement is amended by deleting the second sentence thereof and replacing it with the following text:
“The proceeds of the Delayed Draw Term Loans will be used (i) solely to refinance all of the Existing 5.875% Notes and to pay fees and expenses in connection therewith and (ii) to the extent of any remaining proceeds, solely to refinance all or any portion of the Existing 6.375% Notes and to pay fees and expenses in connection therewith; provided that the Company may temporarily use the proceeds of the Delayed Draw Term Loans to repay Revolving Loans, so long as on or prior to December 31, 2019 such proceeds are ultimately reapplied as set forth above.”
SECTION 3.     Representations and Warranties. To induce the other parties hereto to enter into this Amendment, the Borrower hereby represents and warrants to the Administrative Agent and the Lenders that:
(a)     This Amendment has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally, and to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
(b)     On the First Amendment Effective Date, and after giving effect to this Amendment, the representations and warranties of each Loan Party set forth in the Credit Agreement and in each other Loan Document are true and correct (i) in the case of the representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects, in each case as though made on and as of the First Amendment Effective Date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty is so true and correct on and as of such prior date.
(c)     On and as of the First Amendment Effective Date, no Default or Event of Default has occurred and is continuing.
SECTION 4.     Effectiveness. This Amendment shall become effective on the date (the “First Amendment Effective Date”) on which the Administrative Agent (or its counsel) shall have received duly executed counterparts (which may include telecopy, emailed .pdf or any other electronic means that reproduces an image of the actual executed signature page of a signed counterpart of this Amendment) hereof that, when taken together, bear the authorized signatures of the Administrative Agent, the Borrower and Lenders constituting the Required Lenders. The Administrative Agent shall notify the Borrower and the Lenders of the First Amendment Effective Date, and such notice shall be conclusive and binding.
SECTION 5.     Expenses. The Borrower agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Amendment and the transactions contemplated hereby, including the reasonable fees, charges and disbursements of counsel to the Administrative Agent.
SECTION 6.     Effect of Amendment. %2.Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Administrative Agent, the Issuing Banks or the Lenders under the Credit Agreement or any of the other Loan Documents, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any of the other Loan Documents, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any of the other Loan Documents in similar or different circumstances.
(a)     On and after the First Amendment Effective Date, any reference to the Credit Agreement in any Loan Document shall be deemed to be a reference to the Credit Agreement as amended by this Amendment.
(b)     This Amendment shall constitute a Loan Document for all purposes of the Credit Agreement and each other Loan Document.
SECTION 7.     Applicable Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 8.     Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by telecopy, emailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement.
SECTION 9.     Headings. The Section headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment.
SECTION 10.     Incorporation by Reference. The submission to jurisdiction, service of process, venue, judgment currency, waiver of immunity and waiver of jury trial provisions set forth in the Credit Agreement are hereby incorporated by reference, mutatis mutandis.
[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the day and year first above written.
NCR CORPORATION,
by
 
/s/ Farzad Jalil
 
Name: Farzad Jalil
 
Title: Assistant Treasurer


JPMORGAN CHASE BANK, N.A.,  
as Lender and as Administrative Agent,
by
 
/s/ John G. Kowalczuk
 
Name: John G. Kowalczuk
 
Title: Executive Director


BANK OF AMERICA, N.A.,  
as Lender,
by
 
/s/ Kyle Oberkrom
 
Name: Kyle Oberkrom
 
Title: Associate



Name of Lender: WELLS FARGO BANK, NATIONAL ASSOCIATION
 
by
 
/s/ Evan Waschitz
 
Name: Evan Waschitz
 
Title: Director


Name of Lender: MUFG BANK, LTD.
 
by
 
/s/ Matthew Antioco
 
Name: Matthew Antioco
 
Title: Director



Name of Lender: PNC Bank, National Association
 
by
 
/s/ Jeffrey Mills
 
Name: Jeffrey Mills
 
Title: Vice President


Name of Lender: ROYAL BANK OF CANADA
 
by
 
/s/ Kamran Khan
 
Name: Kamran Khan
 
Title: Authorized Signatory




For any Lender requiring a second signature block:


 
by
 
 
 
Name:
 
Title:




Name of Lender: SUNTRUST BANK
 
by
 
/s/ David Bennett
 
Name: David Bennett
 
Title: Director


Name of Lender: Capital One National Association
 
by
 
/s/ Timothy A. Ramijanc
 
Name: Timothy A. Ramijanc
 
Title: Duly Authorized Signatory


Name of Lender: Fifth Third Bank
 
by
 
/s/ Dan Komitor
 
Name: Dan Komitor
 
Title: Senior Relationship Manager


Name of Lender: CITIBANK, N.A.
 
by
 
/s/ Javier Escobar
 
Name: Javier Escobar
 
Title: Director and Vice President


Name of Lender: UNICREDIT BANK AG, NEW YORK BRANCH
 
by
 
/s/ Julien Tizorin
 
Name: Julien Tizorin
 
Title: Managing Director



 
by
 
/s/ Byron Korutz
 
Name: Byron Korutz
 
Title: Associate Director




Name of Lender: TD BANK, N.A.
 
by
 
/s/ Shreya Shah
 
Name: Shreya Shah
 
Title: Senior Vice President


Name of Lender: Santander Bank, NA
 
by
 
/s/ Patrick McMullan
 
Name: Patrick McMullan
 
Title: Senior Vice President




For any Lender requiring a second signature block:


 
by
 
 
 
Name:
 
Title:




Name of Lender: THE NORTHERN TRUST COMPANY
 
by
 
/s/ Kimberly A. Crotty
 
Name: Kimberly A. Crotty
 
Title: Vice President


Name of Lender: HSBC BANK USA, National Association
 
by
 
/s/ Chris Pirkle
 
Name: Chris Pirkle
 
Title: SVP – Regional Director




For any Lender requiring a second signature block:


 
by
 
 
 
Name:
 
Title:




Name of Lender: KeyBank National Association
 
by
 
/s/ Karson Malecky
 
Name: Karson Malecky
 
Title: Vice President




For any Lender requiring a second signature block:


 
by
 
 
 
Name:
 
Title:




Name of Lender: Standard Chartered Bank
 
by
 
/s/ James Beck
 
Name: James Beck
 
Title: Associate Director






For any Lender requiring a second signature block:


 
by
 
 
 
Name:
 
Title:




Name of Lender: Branch Banking & Trust Company
 
by
 
/s/ Ketak Sampat
 
Name: Ketak Sampat
 
Title: Senior Vice President




For any Lender requiring a second signature block:


 
by
 
 
 
Name:
 
Title:




Name of Lender: People's United Bank, N.A.
 
by
 
/s/ Darci Buchanan
 
Name: Darci Buchanan
 
Title: Senior Vice President




For any Lender requiring a second signature block:


 
by
 
 
 
Name:
 
Title:




Name of Lender: SYNOVUS BANK
 
by
 
/s/ Chandra Cockrell
 
Name: Chandra Cockrell
 
Title: Relationship Manager




Name of Lender: Capital Bank
 
by
 
/s/ Kevin McConaha
 
Name: Kevin McConaha
 
Title: VP/Senior Commercial Relationship Manager




For any Lender requiring a second signature block:


 
by
 
 
 
Name:
 
Title:




Name of Lender: _First National Bank of Omaha
 
by
 
/s/ Dale Ervin
 
Name: Dale Ervin
 
Title: Senior Advisor




For any Lender requiring a second signature block:


 
by
 
 
 
Name:
 
Title: