Exhibit



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.
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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: