Exhibit 10.1


 


 








THIRD AMENDMENT dated as of November 20, 2015 (this “Amendment”) to the CREDIT AGREEMENT dated as of August 22, 2011, as amended and restated as of July 25, 2013, 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 so 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 Third Amendment Effective Date (as defined below):







(a)  The definition of “Disqualified Equity Interest” in Section 1.01 of the Credit Agreement is amended by deleting the text “requires the payment of any dividend (other than dividends payable solely in Qualified Equity Interests) or that”.







(b)  The definition of “Qualifying Equity Proceeds” in Section 1.01 of the Credit Agreement is amended by deleting the text “120-day period” and replacing it with the text “270-day period”.







(c)  The definition of “Change in Control” in Section 1.01 of the Credit Agreement is amended by replacing clause (b) in its entirety with the following:







“(b) persons who were (i) directors of the Borrower on the date hereof, (ii) nominated or approved by the board of directors of the Borrower or (iii) appointed by directors who were directors of the Borrower on the date hereof or were nominated or approved as provided in clause (ii) above ceasing to occupy a majority of the seats (excluding vacant seats) on the board of directors of the Borrower;”







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 Third 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 Third 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 Third 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 “Third Amendment Effective Date”) on which each of the following conditions is satisfied:







(a)  The Administrative Agent (or its counsel) shall have received duly executed counterparts (which may include facsimile transmission or other electronic transmission 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.







(b)  The Administrative Agent shall have received, in immediately available funds, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement or under Section 4 hereof, in each case to the extent invoiced at least one Business Day prior to the Third Amendment Effective Date.







(c)  The Administrative Agent shall have received payment in immediately available funds from the Borrower, for the account of each Lender that executes and delivers a counterpart signature page to this Amendment at or prior to 5:00 p.m., New York City time, on November 19, 2015, an amendment fee in an aggregate amount equal to 0.05% of the aggregate amount of the Term Loans and Revolving Commitments (whether used or unused) of such Lender outstanding at such time.







The Administrative Agent shall notify the Borrower and the Lenders of the Third 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.  (a)  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.







(b)  On and after the Third 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.







(c)  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 Amendment by facsimile or other electronic imaging shall be as effective as delivery of a manually executed counterpart of this Amendment.







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.







[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/ Robert Fishman


	 	
Name:      Robert Fishman


	 	
Title:        Senior Vice President and Chief Financial Officer





 


 


 


 


 


 


 




  


 


 



[SIGNATURE PAGE TO THIRD AMENDMENT]










 







	
JPMORGAN CHASE BANK, N.A.,

 as Lender and as Administrative Agent,


	 
	
by


	 	
/s/ Tina Ruyter


	 	
Name:      Tina Ruyter


	 	
Title:        Executive Director





 


 


 


 


 


 


 


 


 


 



[SIGNATURE PAGE TO THIRD AMENDMENT]










 



SIGNATURE PAGE TO THE THIRD AMENDMENT 


TO THE NCR CORPORATION CREDIT AGREEMENT




 


 


Name of Lender: BANK OF AMERICA, N.A.


 


	 
	
by


	 	
/s/ Jeannette Lu


	 	
Name:         Jeannette Lu


	 	
Title:            Vice President





 


 


 




  

















 


SIGNATURE PAGE TO THE THIRD AMENDMENT 


TO THE NCR CORPORATION CREDIT AGREEMENT



 


 


Name of Lender: ROYAL BANK OF CANADA



 


	 
	
by


	 	
/s/ Alexander Oliver


	 	
Name:         Alexander Oliver


	 	
Title:            Authorized Signatory







  


 


 

















 


 



SIGNATURE PAGE TO THE THIRD AMENDMENT 


TO THE NCR CORPORATION CREDIT AGREEMENT



 


 


Name of Lender: SunTrust Bank






 


	 
	
by


	 	
/s/ Hays Wood


	 	
Name:         Hays Wood


	 	
Title:            Vice President










 


 


 











 



SIGNATURE PAGE TO THE THIRD AMENDMENT 


TO THE NCR CORPORATION CREDIT AGREEMENT




 


 


                                                   Lender: WELLS FARGO BANK, NATIONAL ASSOCIATION,


 


	 
	
by


	 	
/s/ Kay Reedy


	 	
Name:          Kay Reedy


	 	
Title:        Managing Director




















 











 




SIGNATURE PAGE TO THE THIRD AMENDMENT 


TO THE NCR CORPORATION CREDIT AGREEMENT




  




                                                   

The Bank of Tokyo-Mitsubishi UFJ, Ltd.,




 


	 
	
by


	 	
/s/ Lillian Kim


	 	
Name:         Lillian Kim


	 	
Title:            Director















 











 





SIGNATURE PAGE TO THE THIRD AMENDMENT 


TO THE NCR CORPORATION CREDIT AGREEMENT








 

	 	
Name of Lender:

	
Mizuho Bank Ltd.















	 
	
by


	 	
/s/ Bertram H. Tang


	 	
Name:          Bertram H. Tang


	 	
Title:            Authorized Signatory







 


 


 


 











 


 




SIGNATURE PAGE TO THE THIRD AMENDMENT 


TO THE NCR CORPORATION CREDIT AGREEMENT






Name of Lender: FIFTH THIRD BANK







	 
	
by


	 	
/s/ Kenneth W. Deere


	 	
Name:            KENNETH W. DEERE


	 	
Title:               SENIOR VICE PRESIDENT





 


 




  











 


 



SIGNATURE PAGE TO THE THIRD AMENDMENT 


TO THE NCR CORPORATION CREDIT AGREEMENT






  


Name of Lender: HSBC Bank USA, National Association







	 
	
by


	 	
/s/ Devin Moore


	 	
Name:         Devin Moore


	 	
Title:            Vice President



















 



SIGNATURE PAGE TO THE THIRD AMENDMENT 


TO THE NCR CORPORATION CREDIT AGREEMENT






  


	 	
Name of Lender:

	
PNC Bank, National Association















	 
	
by


	 	
/s/ Susan J. Dimmick


	 	
Name:            Susan J. Dimmick


	 	
Title:              Managing Director





 


 




  











 


 



SIGNATURE PAGE TO THE THIRD AMENDMENT 


TO THE NCR CORPORATION CREDIT AGREEMENT






  


	 	
Name of Lender:

	
Compass Bank










	 
	
by


	 	
/s/ W. Brad Davis


	 	
Name:            W. Brad Davis


	 	
Title:                Senior Vice President



















 



SIGNATURE PAGE TO THE THIRD AMENDMENT 


TO THE NCR CORPORATION CREDIT AGREEMENT




 


 


	 	
Name of Lender:

	
TD Bank, N.A.















	 
	
by


	 	
/s/ Craig Welch


	 	
Name:            Craig Welch


	 	
Title:               Senior Vice President





 


 




  












 


 


SIGNATURE PAGE TO THE THIRD AMENDMENT 


TO THE NCR CORPORATION CREDIT AGREEMENT




 


 


Name of Lender: SANTANDER BANK, N.A.







	 
	
by


	 	
/s/ Gonzalo Acha


	 	
Name:            GONZALO ACHA


	 	
Title:               EXECUTIVE DIRECTOR





 


 




  












 


 


SIGNATURE PAGE TO THE THIRD AMENDMENT 


TO THE NCR CORPORATION CREDIT AGREEMENT






  


Name of Lender: Sumitomo Mitsui Banking Corporation,







	 
	
by


	 	
/s/ James Weinstein


	 	
Name:            James Weinstein


	 	
Title:              Managing Director





 


 




  












 


 


SIGNATURE PAGE TO THE THIRD AMENDMENT 


TO THE NCR CORPORATION CREDIT AGREEMENT






  


Name of Lender: Citizens Bank, N.A.


	 
	
by


	 	
/s/ Andrew J. Meara


	 	
Name:            Andrew J. Meara


	 	
Title:               SVP





 


 




  












 


 


SIGNATURE PAGE TO THE THIRD AMENDMENT 


TO THE NCR CORPORATION CREDIT AGREEMENT






  


Name of Lender: Regions Bank







	 
	
by


	 	
/s/ Stephen T. Hatch


	 	
Name:            Stephen T. Hatch


	 	
Title:               Senior Vice President





 


 




  











 


 



SIGNATURE PAGE TO THE THIRD AMENDMENT 


TO THE NCR CORPORATION CREDIT AGREEMENT






  


Name of Lender: BNP Paribas


 


	 
	
by


	 	
/s/ Todd Rodgers


	 	
Name:            Todd Rodgers


	 	
Title:               Director










For any Lender requiring a second signature block:







	 
	
by


	 	
/s/ Liz Cheng


	 	
Name:            Liz Cheng


	 	
Title:              Vice President





 


 




  











 


 



SIGNATURE PAGE TO THE THIRD AMENDMENT 


TO THE NCR CORPORATION CREDIT AGREEMENT






  


Name of Lender: US Bank, National Association


 


	 
	
by


	 	
/s/ Steven L. Sawyer


	 	
Name:            Steven L. Sawyer


	 	
Title:               Senior Vice President



















 



SIGNATURE PAGE TO THE THIRD AMENDMENT 


TO THE NCR CORPORATION CREDIT AGREEMENT






  


	
THE NORTHERN TRUST COMPANY,


as Lender


	 
	
by


	 	
/s/ Kimberly A. Crotty


	 	
Name:            Kimberly A. Crotty


	 	
Title:               VP





 


 




  











 


 



SIGNATURE PAGE TO THE THIRD AMENDMENT 


TO THE NCR CORPORATION CREDIT AGREEMENT






  


Name of Lender: Branch Banking and Trust Company


 


	 
	
by


	 	
/s/ Bradley B. Sands


	 	
Name:            Bradley B. Sands


	 	
Title:              Assistant Vice President





 


 




  











 


 



SIGNATURE PAGE TO THE THIRD AMENDMENT 


TO THE NCR CORPORATION CREDIT AGREEMENT






  


Name of Lender: KeyBank National Association


	 
	
by


	 	
/s/ Marcel Fournier


	 	
Name:            Marcel Fournier


	 	
Title:               Vice President






 


 


 


 


 


 


 


 











 


 


 


SIGNATURE PAGE TO THE THIRD AMENDMENT 


TO THE NCR CORPORATION CREDIT AGREEMENT






  


Name of Lender: Bank of the West


 


	 
	
by


	 	
/s/ Francesco Ingargiola


	 	
Name:            Francesco Ingargiola


	 	
Title:               Director















For any Lender requiring a second signature block:


 


	 
	
by


	 	
/s/ Harry Yergey


	 	
Name:            Harry Yergey


	 	
Title:              Managing Director


                  CBG Regional Manager





 


 













  


SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE 


NCR CORPORATION CREDIT AGREEMENT












Name of Lender: The Bank of Nova Scotia


	 
	
by


	 	
/s/ Winston Lua


	 	
Name:            Winston Lua


	 	
Title:                Director





 


 


 













  


 



SIGNATURE PAGE TO THE THIRD AMENDMENT 


TO THE NCR CORPORATION CREDIT AGREEMENT






  


Name of Lender: CITIBANK, N.A.







	 
	
by


	 	
/s/ James Walsh


	 	
Name:            James Walsh


	 	
Title:              Managing Director and Vice President





 




  
















 


 



SIGNATURE PAGE TO THE THIRD AMENDMENT 


TO THE NCR CORPORATION CREDIT AGREEMENT






  


Name of Lender: Zions First National Bank


 


	 
	
by


	 	
/s/ Thomas C. Etzel


	 	
Name:            Thomas C. Etzel


	 	
Title:               Senior Vice President





 


 




  











 


 



SIGNATURE PAGE TO THE THIRD AMENDMENT 


TO THE NCR CORPORATION CREDIT AGREEMENT






  


Name of Lender: Bank of China, New York Branch


 


	 
	
by


	 	
/s/ Raymond Qiao


	 	
Name:            Raymond Qiao


	 	
Title:               Senior Vice President





 


 




  











 


 



SIGNATURE PAGE TO THE THIRD AMENDMENT 


TO THE NCR CORPORATION CREDIT AGREEMENT






  


Name of Lender: Mercantil Commercebank, N.A.


 


	 
	
by


	 	
/s/ John Viault


	 	
Name:            John Viault


	 	
Title:              Vice President










For any Lender requiring a second signature block:







	 
	
by


	 	
/s/ Shalako Wiener


	 	
Name:        Shalako Wiener


	 	
Title:           Senior Vice President





 


 




  











 


 



SIGNATURE PAGE TO THE THIRD AMENDMENT 


TO THE NCR CORPORATION CREDIT AGREEMENT






  


Name of Lender: THE BANK OF NEW YORK MELLON


 


	 
	
by


	 	
/s/ David B. Wirl


	 	
Name:         DAVID B. WIRL


	 	
Title:            MANAGING DIRECTOR





 


 




  











 


 



SIGNATURE PAGE TO THE THIRD AMENDMENT 


TO THE NCR CORPORATION CREDIT AGREEMENT






  


Name of Lender: Standard Chartered Bank


 


	 
	
by


	 	
/s/ Pramita Saha


	 	
Name:         Pramita Saha


	 	
Title:            Executive Director





 


 




  











 


 


THE BANK OF EAST ASIA, LIMITED, NEW  YORK BRANCH,


as a Lender


 


	 
	
by


	 	
/s/ James Hua


	 	
Name:         James Hua


	 	
Title:            SVP










	 
	
by


	 	
/s/ Kitty Sin


	 	
Name:         Kitty Sin


	 	
Title:            SVP






 


 


 


 


 


 


 











 


 


 


SIGNATURE PAGE TO THE THIRD AMENDMENT 


TO THE NCR CORPORATION CREDIT AGREEMENT






  


Name of Lender: FIRSTMERIT BANK, N.A.


 


	 
	
by


	 	
/s/ Timothy Daniels


	 	
Name:         Timothy Daniels


	 	
Title:            Senior Vice President





 




  











 


 


 



SIGNATURE PAGE TO THE THIRD AMENDMENT 


TO THE NCR CORPORATION CREDIT AGREEMENT






  


Name of Lender: AMERICAN SAVINGS BANK, F.S.B.


 


	 
	
by


	 	
/s/ Rian DuBach


	 	
Name:      Rian DuBach


	 	
Title:         FVP





 



 


 


 


 


 


 


 











 


 


SIGNATURE PAGE TO THE THIRD AMENDMENT 


TO THE NCR CORPORATION CREDIT AGREEMENT






  


Name of Lender: First Commercial Bank, Ltd., New York Branch


 


	 
	
by


	 	
/s/ Bill Wang


	 	
Name:         Bill Wang


	 	
Title:            S.V.P. & General Manager





 


 




  











 


 



SIGNATURE PAGE TO THE THIRD AMENDMENT 


TO THE NCR CORPORATION CREDIT AGREEMENT






  


Name of Lender: Mega International Commercial Bank Co., Ltd


      Los Angeles Branch


 


	 
	
by


	 	
/s/ Hung Tse Chen


	 	
Name:           Hung Tse Chen


	 	
Title:              VP & Deputy General Manager





 


 




  











 


 



SIGNATURE PAGE TO THE THIRD AMENDMENT 


TO THE NCR CORPORATION CREDIT AGREEMENT






  


Name of Lender: Manufacturers Bank


 


	 
	
by


	 	
/s/ Dirk Price


	 	
Name:       Dirk Price


	 	
Title:         Vice President





 


 




  











 



SIGNATURE PAGE TO THE THIRD AMENDMENT 


TO THE NCR CORPORATION CREDIT AGREEMENT






  


Name of Lender: MODERN BANK, N.A.


 


	 
	
by


	 	
/s/ Frank H.


	 	
Name:          FRANK H.


	 	
Title:           MANAGING DIRECTOR



















 


 



SIGNATURE PAGE TO THE THIRD AMENDMENT 


TO THE NCR CORPORATION CREDIT AGREEMENT






  


Name of Lender: FIRST NATIONAL BANK OF OMAHA


 


	 
	
by


	 	
/s/ Andrew Wong


	 	
Name:         Andrew Wong


	 	
Title:            Vice President





 


 




  











 


 



SIGNATURE PAGE TO THE THIRD AMENDMENT 


TO THE NCR CORPORATION CREDIT AGREEMENT






  


Name of Lender: Bank of the Cascades


 


	 
	
by


	 	
/s/ Daniel J. Lee


	 	
Name:        DANIEL J. LEE


	 	
Title:          Chief Credit Officer





 


 




  











 


 



SIGNATURE PAGE TO THE THIRD AMENDMENT 


TO THE NCR CORPORATION CREDIT AGREEMENT






  


Name of Lender: FIRST TENNESSEE BANK NATIONAL ASSOCIATION


 


	 
	
by


	 	
/s/ Jamie M. Swisher


	 	
Name:          Jamie M. Swisher


	 	
Title:            Vice President





 


 




  











 



SIGNATURE PAGE TO THE THIRD AMENDMENT 


TO THE NCR CORPORATION CREDIT AGREEMENT






  


Name of Lender:                                                                                                      SYNOVUS BANK


 


	 
	
by


	 	
/s/ John R. Frierson


	 	
Name:          John R. Frierson


	 	
Title:            Senior Vice President





 



 


 


 


 


 


 











 


 


SIGNATURE PAGE TO THE THIRD AMENDMENT 


TO THE NCR CORPORATION CREDIT AGREEMENT






  


Name of Lender: UniCredit Bank AG, New York Branch


 


	 
	
by


	 	
/s/ Kimberly Sousa


	 	
Name:         Kimberly Sousa


	 	
Title:            Director










	 
	
by


	 	
/s/ Bryon Korutz


	 	
Name:          Bryon Korutz


	 	
Title:            Associate Director













































 


 


SIGNATURE PAGE TO THE THIRD AMENDMENT 


TO THE NCR CORPORATION CREDIT AGREEMENT






  


Name of Lender: United Bank 


	 
	
by


	 	
/s/ Tom Wolcott


	 	
Name:        Tom Wolcott


	 	
Title:           SVP Shared National Credit