Exhibit



EXECUTION VERSION



FOURTH AMENDMENT TO TERM LOAN AGREEMENT
This FOURTH AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”) is entered into as of July 25, 2017 by and among Teradata Corporation, a Delaware corporation (the “Borrower”), each undersigned lender under the Term Loan Agreement referenced below (each, a “Consenting Lender”) and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders under the Term Loan Agreement referenced below (the “Administrative Agent”).
RECITALS
A.The Borrower, the Administrative Agent and certain financial institutions are party to that certain Term Loan Agreement dated as of March 25, 2015 (as previously amended, the “Term Loan Agreement”).  Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them by the Term Loan Agreement.
B.The Borrower has requested that the Consenting Lenders party hereto amend the terms of the Term Loan Agreement as set forth below.
C.The Borrower, the Administrative Agent and the undersigned Consenting Lenders wish to amend the Term Loan Agreement on the terms and conditions set forth below.
D.Now, therefore, in consideration of the mutual execution hereof and other good and valuable consideration, the parties hereto agree as follows:
1.    Amendment to Term Loan Agreement.  Upon the Effective Date (as defined below) the definition of “Consolidated EBITDA” in Section 1.01 of the Term Loan Agreement shall be amended by deleting the current definition of “Consolidated EBITDA” in its entirety and inserting the following defined term in alphabetical order:
“Consolidated EBITDA” means, for any trailing twelve month (or other specified) measurement period, the net income (loss) of the Borrower and the Subsidiaries for such period plus (a) to the extent deducted in computing such consolidated net income and without duplication, the sum of (i) income tax expense, (ii) Consolidated Cash Interest Expense, (iii) depreciation and amortization expense, (iv) extraordinary losses during such measurement period and nonrecurring noncash charges during such period (provided that any cash expenditure in respect of any such noncash charge will be deducted in computing Consolidated EBITDA for a period in which such expenditure is made), (v) non-cash stock option and other equity-based employee compensation expense, and (vi) solely for any measurement period including one or more of the fiscal quarters specified in sub-clauses (A) and (B) of this clause (vi), the amount of any Acquisition, integration, reorganization and transformation related costs deducted (and not added back) in such measurement period in computing Consolidated Net Income in each applicable fiscal quarter included in such measurement period (as set forth in the Borrower’s earnings press release for the fiscal quarter):  (A) previously reported in such earnings press releases for each of the fiscal quarters ending June 30, 2016, September 30, 2016, December 31, 2016, and March 31, 2017, and (B) an additional amount for each of the fiscal quarters ending June 30, 2017, September 30, 2017 and December 31, 2017 that, when added to the amounts referred to in sub-clause (A), does not exceed $40,000,000 in the aggregate, minus (b) to the extent added in computing such consolidated net income and without duplication, the sum of (i) income tax benefit and (ii) extraordinary or nonrecurring gains during such period, all as determined on a consolidated basis in accordance with GAAP.
2.    Representations and Warranties of the Borrower.  The Borrower represents and warrants that on and as of the Effective Date:  
(a)    the execution, delivery and performance by the Borrower of this Amendment have been duly authorized by all necessary corporate action and this Amendment (and the Term Loan Agreement as amended hereby) is a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law;
(b)    each of the representations and warranties of the Borrower and each other Loan Party contained in Article III of the Term Loan Agreement or in any other Loan Document are true and correct on and as of the Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date; and 
(c)    no Default has occurred and is continuing.
3.    Effective Date.  This Amendment shall become effective on the date (the “Effective Date”) upon which all of the following conditions have been satisfied: 
(a)    the execution and delivery hereof by the Borrower, the Administrative Agent and Consenting Lenders constituting at least Required Lenders; and
(b)    the execution and delivery by the Guarantors of an Affirmation of Guaranty in the form of Exhibit A attached hereto.
4.    Reference to and Effect Upon the Term Loan Agreement.
(a)    Except as specifically amended above, the Term Loan Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. Each party to the Loan Documents shall hereafter have and perform the obligations, and be entitled to the rights and remedies, applicable to it pursuant to the terms and conditions of the Loan Documents as amended hereby.  


(b)    The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender under the Term Loan Agreement or any Loan Document, nor constitute a waiver of any provision of the Term Loan Agreement or any Loan Document, except as specifically set forth herein.  Upon the effectiveness of this Amendment, each reference in the Term Loan Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of similar import shall mean and be a reference to the Term Loan Agreement as amended hereby.
5.    Costs and Expenses.  The Borrower hereby affirms its obligation under Section 9.03 of the Term Loan Agreement to reimburse the Administrative Agent for all reasonable out-of-pocket expenses incurred by the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Amendment, including but not limited to the reasonable fees, charges and disbursements of counsel (including the allocated costs and expenses of in-house counsel) for the Administrative Agent with respect thereto.
6.    Governing Law.  This Amendment shall be construed in accordance with and governed by the law of the State of New York.  
7.    Headings.  Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.
8.    Counterparts.  This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed an original but all such counterparts shall constitute one and the same instrument.  Delivery of an executed counterpart of a signature page of this Amendment by telecopy, pdf or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Amendment.
[signature pages follow]





IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first above written.
TERADATA CORPORATION, as Borrower
By:/s/ Laura Jividen    
Name: Laura Jividen
Title: VP, Tax & Treasury
JPMORGAN CHASE BANK, N.A., as Administrative Agent
By: /s/ Justin Burton    
Name: Justin Burton
Title: Vice President



BANK OF AMERICA, N.A.
By: /s/ Molly Daniello    
Name: Molly Daniello
Title: Vice President


The Bank of Tokyo-Mitsubishi UFJ, Ltd.
By: /s/ Matthew Antioco    
Name: Matthew Antioco
Title: Director


CITIBANK, N.A.
By: /s/ James Walsh    
Name: James Walsh
Title: Managing Director and Vice President


HSBC Bank USA, N.A.
By: /s/ Devin Moore    
Name: Devin Moore
Title: Vice President


Standard Chartered Bank
By: /s/ Daniel Mattern    
Name: Daniel Mattern
Title: Associate Director
          Standard Chartered Bank


Wells Fargo Bank, N.A.
By: /s/ Lacy Houstoun    
Name: Lacy Houstoun
Title: Director 
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Matt S. Scullin    
Name: Matt S. Scullin
Title: Vice President 




The Huntington National Bank
By: /s/ Joshua Emerson    
Name: Joshua Emerson
Title: Vice President


Siemens Financial Services, Inc.
By: /s/ Maria Levy    
Name: Maria Levy
Title: Vice President




By: /s/ Richard Holston    
Name: Richard Holston
Title: Vice President







EXHIBIT A
AFFIRMATION OF GUARANTY 
July 25, 2017
Each of the undersigned (the “Guarantors”) acknowledges receipt of a copy of that certain Fourth Amendment to Term Loan Agreement dated as of the date hereof (the “Amendment”) relating to the Term Loan Agreement dated as of March 25, 2015 (as amended, the “Term Loan Agreement”) referred to therein, consents to the Amendment and each of the transactions referenced therein, hereby reaffirms its obligations under the Guaranty and agrees that all references therein or in any other Loan Document to the “Term Loan Agreement” shall mean and be a reference to the Term Loan Agreement as amended by the Amendment.  Capitalized terms used herein, but not otherwise defined herein, shall have the meanings ascribed to such terms in the Term Loan Agreement, as amended by the Amendment. Although the Guarantors have been informed of the matters set forth herein and have acknowledged and consented to same, each Guarantor understands that neither the Administrative Agent nor any Lender has any obligation to inform the Guarantors of such matters in the future or to seek any Guarantor’s acknowledgment or consent  to future amendments or waivers, and nothing herein shall create such a duty.
[signature page follows]

TERADATA INTERNATIONAL, INC., a Delaware corporation


By:   /s/ Laura Jividen    
Name:  Laura Jividen
Title:  VP, Tax & Treasury






TERADATA OPERATIONS, INC., a Delaware corporation


By:   /s/ Laura Jividen    
Name:  Laura Jividen
Title:  VP, Tax & Treasury






TERADATA US, INC., a Delaware corporation


By:   /s/ Laura Jividen    
Name:  Laura Jividen
Title:  VP, Tax & Treasury