EX-10.1




 Exhibit 10.1 

FIFTH AMENDMENT dated as of December 27, 2022 (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, as further amended and restated as of August 28, 2019 (as amended by (I) that certain First Amendment, dated
as of October 7, 2019, (II) that certain Second Amendment, dated as of April 7, 2020, (III) that certain Third Amendment, dated as of January 22, 2021, (IV) that certain Fourth Amendment, dated as of February 4, 2021, (V) that
certain Incremental Revolving Facility Agreement, dated as of February 16, 2021, (VI) that certain Incremental Term Loan A Facility Agreement, dated as of February 16, 2021 and (VII) that certain Incremental Revolving Facility
Agreement (TLA-2 Conversion), dated as of June 24, 2021, and as further amended, supplemented and modified and in effect prior to the effectiveness of this Amendment, the “Existing Credit
Agreement”), among NCR CORPORATION, a Maryland corporation (the “Borrower”), the LENDERS party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).

 WHEREAS, the Borrower has requested that the Lenders amend the Existing Credit Agreement in the manner set forth below, and the Lenders
whose signatures appear below, which constitute the Required Lenders (such Lenders, the “Consenting Lenders”), are willing to amend the Existing 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 Existing Credit Agreement as amended by this Amendment (as so amended, the “Amended Credit Agreement”). 

SECTION 2. Amendments to the Existing Credit Agreement. Effective as of the Fifth Amendment Effective Date (as defined below), the
Existing Credit Agreement is hereby amended as follows: 
 (a) Section 1.01 of the Existing Credit Agreement is hereby amended by adding the
following new definitions in proper alphabetical order: 
 “ATM Financing Program Assets” means automated
teller machines and related software, service program agreements and other similar contracts, and receivables in respect of the foregoing, in each case, entered into in connection with the Company’s “ATMs-as-a-Service” program, and the proceeds thereof. 

“ATM Financing Program” means one or more facilities or individual transactions consisting of loans or leases
to the Company or any of its Subsidiaries by any third-party financing source or notes payable by or other obligations incurred by the Company or any of its Subsidiaries to any third-party financing source, in each case, for the purpose of financing
the Company’s “ATMs-as-a-Service” program and which may be secured by ATM Financing Program Assets. 











 (b) Section 6.01(a)(v) of the Existing Credit Agreement is hereby amended and restated as
follows: 
 “(v) Indebtedness of the Company or any Subsidiary (x)(A) incurred to finance the acquisition, construction or improvement of any fixed or
capital assets, including Capital Lease Obligations and Synthetic Lease Obligations; provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and the
principal amount of such Indebtedness does not exceed the cost of acquiring, constructing or improving such fixed or capital assets or (B) assumed in connection with the acquisition of any fixed or capital assets, and Refinancing Indebtedness
in respect of any of the foregoing; provided that the aggregate principal amount of Indebtedness permitted by this clause (a)(v)(x), together with the aggregate principal amount of Indebtedness or other obligations incurred under
Section 6.01(a)(xvii), shall not at any time outstanding exceed the greater of (x) $175,000,000 and (y) 2.0% of Consolidated Total Assets as of the end of the most recent Test Period for which financial statements have been delivered pursuant
to Section 5.01(a) or 5.01(b) hereof, and (y) Indebtedness of the Company or any Subsidiary consisting of Capital Lease Obligations or Synthetic Lease Obligations incurred in connection with Scheduled Dispositions that are effected as
Sale/Leaseback Transactions;” 
 (c) (i) Section 6.01(a)(xv) of the Existing Credit Agreement is hereby amended by replacing
“; and” at the end thereof with “;” and (ii) Section 6.01(a)(xvi) of the Existing Credit Agreement is hereby amended by replacing “.” at the end thereof with “; and”; 

(d) A new clause (xvii) is hereby inserted in Section 6.01(a) of the Existing Credit Agreement in proper numerical order to read in
its entirety as set forth below: 
 “(xvii) Indebtedness or other obligations incurred in connection with any ATM
Financing Program; provided that the aggregate principal amount of Indebtedness or other obligations permitted by this clause (a)(xvii), together with the aggregate principal amount of Indebtedness incurred under Section 6.01(a)(v)(x),
shall not at any time outstanding exceed the greater of (x) $175,000,000 and (y) 2.0% of Consolidated Total Assets as of the end of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or
5.01(b) hereof.” 
 (e) (i) Section 6.02(a)(xx) of the Existing Credit Agreement is hereby amended by replacing “; and”
at the end thereof with “;” and (ii) Section 6.02(a)(xxi) of the Existing Credit Agreement is hereby amended by replacing “.” at the end thereof with “; and”. 

(f) A new clause (xxii) is hereby inserted in Section 6.02(a) of the Existing Credit Agreement in proper numerical order to read in
its entirety as set forth below: 
 “(xxii) Liens on ATM Financing Program Assets securing Indebtedness or other
obligations incurred under Section 6.01(a)(xvii) in respect of any ATM Financing Program.” 











 (g) The first sentence of the eleventh paragraph of Article VIII of the Existing Credit
Agreement is hereby amended as follows: 
  

	 	(i)	 by replacing the word “and” at the end of clause (i) thereof with a comma;



  

	 	(ii)	 by replacing the period at the end of clause (ii) thereof with the word “and” ; and



  

	 	(iii)	 by inserting the following new clause (iii) after clause (ii) thereof: 



“(iii) to subordinate any Lien on any ATM Financing Program Asset granted to or held by the Administrative Agent under any
Loan Document to the holder of any Lien on such ATM Financing Program Asset that is permitted by Section 6.02(a)(xxii) and, in connection therewith, to enter into any subordination and/or intercreditor agreements applicable thereto.” 

(h) Clause (ii) of Section 5.11(b) of the Existing Credit Agreement is hereby amended and restated as follows: 

“(ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any
Sanctioned Person, or in any Sanctioned Country, except to the extent such activities, businesses or transaction would be permissible for a Person required to comply with Sanctions, or” 

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 Consenting 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
Fifth Amendment Effective Date, and after giving effect to this Amendment, the representations and warranties of each Loan Party set forth in the Amended 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 Fifth 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 Fifth 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
“Fifth 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 Fifth 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 Cravath,
Swaine & Moore LLP, 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 Existing 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 Existing 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 Existing Credit Agreement or any of the other Loan Documents in similar or different circumstances. 

(b) On and after the Fifth Amendment Effective Date, any reference to the Credit Agreement in any Loan Document shall be deemed to be a
reference to the Amended Credit Agreement. 
 (c) This Amendment shall constitute a Loan Document for all purposes of the Amended 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 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 Amendment. The words “execution”,
“signed”, “signature”, “delivery” and words of like import in or relating to this Amendment shall be deemed to include Electronic Signatures (as defined below), deliveries or the keeping of records in electronic form,
each of which shall be of the same legal effect, validity or enforceability as a 











 
manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be. “Electronic Signatures” means any electronic symbol
or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record. 

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, waiver of jury trial and electronic signature provisions set forth in the Existing 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/ Timothy Oliver

		 		 	Name:	 	Timothy Oliver
		 		 	Title:	 	Senior Executive Vice President and Chief Financial Officer


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	 JPMORGAN CHASE BANK, N.A.,
 as
Lender and as Administrative Agent,

			
	    	 	by	 	 /s/ Matthew Cheung

		 		 	Name:	 	Matthew Cheung
		 		 	Title:	 	Vice President



  
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 SIGNATURE PAGE TO THE FIFTH AMENDMENT TO 

THE NCR CORPORATION CREDIT AGREEMENT 
  


							
	Name of Lender: Bank of America, N.A.
			
	    	 	by	 	 /s/ Duke Banson

		 		 	Name:	 	Duke Banson
		 		 	Title:	 	Vice President



  
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 SIGNATURE PAGE TO THE FIFTH AMENDMENT TO 

THE NCR CORPORATION CREDIT AGREEMENT 
  


							
	Name of Lender: MUFG Bank, Ltd.
			
	    	 	by	 	 /s/ Charles DeNoto

		 		 	Name:	 	Charles DeNoto
		 		 	Title:	 	Vice President



  
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 SIGNATURE PAGE TO THE FIFTH AMENDMENT TO 

THE NCR CORPORATION CREDIT AGREEMENT 
  


							
	Name of Lender: Truist Bank
			
	    	 	by	 	 /s/ Jim C. Wright

		 		 	Name:	 	Jim C. Wright
		 		 	Title:	 	Vice President



  
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 SIGNATURE PAGE TO THE FIFTH AMENDMENT TO 

THE NCR CORPORATION CREDIT AGREEMENT 
  


							
	Name of Lender: WELLS FARGO BANK, N.A.
			
	    	 	by	 	 /s/ Tracy L. Moosbrugger

		 		 	Name:	 	Tracy L. Moosbrugger
		 		 	Title:	 	Managing Director



  
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 SIGNATURE PAGE TO THE FIFTH AMENDMENT TO 

THE NCR CORPORATION CREDIT AGREEMENT 
  


							
	Name of Lender: CAPITAL ONE, NATIONAL ASSOCIATION
			
	    	 	by	 	 /s/ William Panagis

		 		 	Name:	 	William Panagis
		 		 	Title:	 	Duly Authorized Signatory



  
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 SIGNATURE PAGE TO THE FIFTH AMENDMENT TO 

THE NCR CORPORATION CREDIT AGREEMENT 
  


							
	Name of Lender: Citizens Bank, N.A.
			
	    	 	by	 	 /s/ Karmyn Paul

		 		 	Name:	 	Karmyn Paul
		 		 	Title:	 	Vice President



  
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 SIGNATURE PAGE TO THE FIFTH AMENDMENT TO 

THE NCR CORPORATION CREDIT AGREEMENT 
  


							
	Name of Lender: PNC BANK, NATIONAL ASSOCIATION
			
	    	 	by	 	 /s/ Andrew Fraser

		 		 	Name:	 	Andrew Fraser
		 		 	Title:	 	Vice President



  
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 SIGNATURE PAGE TO THE FIFTH AMENDMENT TO 

THE NCR CORPORATION CREDIT AGREEMENT 
  


							
	Name of Lender: Royal Bank of Canada
			
	    	 	by	 	 /s/ Theodore Brown

		 		 	Name:	 	Theodore Brown
		 		 	Title:	 	Authorized Signatory



  
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 SIGNATURE PAGE TO THE FIFTH AMENDMENT TO 

THE NCR CORPORATION CREDIT AGREEMENT 
  


							
	TD Bank, N.A.
			
	    	 	by	 	 /s/ Steve Levi

		 		 	Name:	 	Steve Levi
		 		 	Title:	 	Senior Vice President



  
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 SIGNATURE PAGE TO THE FIFTH AMENDMENT TO 

THE NCR CORPORATION CREDIT AGREEMENT 
  


							
	Name of Lender: Fifth Third Bank, National Association
			
	    	 	by	 	 /s/ Greg Cappel

		 		 	Name:	 	Greg Cappel
		 		 	Title:	 	Associate



  
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 SIGNATURE PAGE TO THE FIFTH AMENDMENT TO 

THE NCR CORPORATION CREDIT AGREEMENT 
  


							
	Name of Lender: M&T as successor to People’s United Bank, N.A.
			
	    	 	by	 	 /s/ Darci Buchanan

		 		 	Name:	 	Darci Buchanan
		 		 	Title:	 	Senior Vice President


  

							
	Name of Lender: M&T Bank
			
	    	 	by	 	 /s/ Darci Buchanan

		 		 	Name:	 	Darci Buchanan
		 		 	Title:	 	Senior Vice President



  
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 SIGNATURE PAGE TO THE FIFTH AMENDMENT TO 

THE NCR CORPORATION CREDIT AGREEMENT 
  


							
	Name of Lender: Barclays Bank PLC
			
	    	 	by	 	 /s/ Timothy Salmon

		 		 	Name:	 	Timothy Salmon
		 		 	Title:	 	 Director
 Executed in NY




  
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 SIGNATURE PAGE TO THE FIFTH AMENDMENT TO 

THE NCR CORPORATION CREDIT AGREEMENT 
  


							
	Name of Lender: Santander Bank, NA
			
	    	 	by	 	 /s/ Felix Nebrat

		 		 	Name:	 	Felix Nebrat
		 		 	Title:	 	SVP



  
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 SIGNATURE PAGE TO THE FIFTH AMENDMENT TO 

THE NCR CORPORATION CREDIT AGREEMENT 
  


							
	SUMITOMO MITSUI BANKING CORPORATION, as a Lender
			
	    	 	by	 	 /s/ Irlen Mak

		 		 	Name:	 	Irlen Mak
		 		 	Title:	 	Director



  
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 SIGNATURE PAGE TO THE FIFTH AMENDMENT TO 

THE NCR CORPORATION CREDIT AGREEMENT 
  


							
	Name of Lender: U.S. Bank National Association
			
	    	 	by	 	 /s/ Sawyer Johnson

		 		 	Name:	 	Sawyer Johnson
		 		 	Title:	 	Assistant Vice President



  
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 SIGNATURE PAGE TO THE FIFTH AMENDMENT TO 

THE NCR CORPORATION CREDIT AGREEMENT 
  


							
	Name of Lender: KeyBank National Association
			
	    	 	by	 	 /s/ Brian P. Fox

		 		 	Name:	 	Brian P. Fox
		 		 	Title:	 	Senior Vice President



  
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 SIGNATURE PAGE TO THE FIFTH AMENDMENT TO 

THE NCR CORPORATION CREDIT AGREEMENT 
  


							
	Name of Lender: Canadian Imperial Bank of Commerce, New York Branch
			
	    	 	by	 	 /s/ Kelly Petit de Mange

		 		 	Name:	 	Kelly Petit de Mange
		 		 	Title:	 	Executive Director



  
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 SIGNATURE PAGE TO THE FIFTH AMENDMENT TO 

THE NCR CORPORATION CREDIT AGREEMENT 
  


							
	Name of Lender: HSBC BANK USA, NATIONAL ASSOCIATION
			
	    	 	by	 	 /s/ Ketak Sampat

		 		 	Name:	 	Ketak Sampat
		 		 	Title:	 	Senior Vice President



  
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 SIGNATURE PAGE TO THE FIFTH AMENDMENT TO 

THE NCR CORPORATION CREDIT AGREEMENT 
  


							
	Name of Lender: Regions Bank
			
	    	 	by	 	 /s/ Neel Patel

		 		 	Name:	 	Neel Patel
		 		 	Title:	 	Director


  

							
	For any Lender requiring a second signature block:
			
	    	 	by	 	 /s/ Neel Patel

		 		 	Name:	 	Neel Patel
		 		 	Title:	 	Director



  
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 SIGNATURE PAGE TO THE FIFTH AMENDMENT TO 

THE NCR CORPORATION CREDIT AGREEMENT 
  


							
	Name of Lender: Synovus
			
	    	 	by	 	 /s/ Michael Sawicki

		 		 	Name:	 	Michael Sawicki
		 		 	Title:	 	Director



  
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 SIGNATURE PAGE TO THE FIFTH AMENDMENT TO 

THE NCR CORPORATION CREDIT AGREEMENT 
  


							
	Name of Lender: CITIBANK, N.A.
			
	    	 	by	 	 /s/ Javier Escobar

		 		 	Name:	 	Javier Escobar
		 		 	Title:	 	Vice President & Managing Director



  
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 SIGNATURE PAGE TO THE FIFTH AMENDMENT TO 

THE NCR CORPORATION CREDIT AGREEMENT 
  


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

		 		 	Name:	 	Kimberly A. Crotty
		 		 	Title:	 	Vice President



  
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 SIGNATURE PAGE TO THE FIFTH AMENDMENT TO 

THE NCR CORPORATION CREDIT AGREEMENT 
  


							
	Name of Lender: Associated Bank N.A.
			
	    	 	by	 	 /s/ Kyle Nass

		 		 	Name:	 	Kyle Nass
		 		 	Title:	 	SVP



  
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 SIGNATURE PAGE TO THE FIFTH AMENDMENT TO 

THE NCR CORPORATION CREDIT AGREEMENT 
  


							
	Name of Lender: ServisFirst Bank
			
	    	 	by	 	 /s/ James R. Halverson

		 		 	Name:	 	James R. Halverson
		 		 	Title:	 	SVP



  
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 SIGNATURE PAGE TO THE FIFTH AMENDMENT TO 

THE NCR CORPORATION CREDIT AGREEMENT 
  


							
	Name of Lender: STANDARD CHARTERED BANK
			
	    	 	by	 	 /s/ Kristopher Tracy

		 		 	Name:	 	Kristopher Tracy
		 		 	Title:	 	Director, Financing Solutions



  
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 SIGNATURE PAGE TO THE FIFTH AMENDMENT TO 

THE NCR CORPORATION CREDIT AGREEMENT 
  


							
	Name of Lender: Siemens Financial Services, Inc.
			
	    	 	by	 	 /s/ WD Jentsch

		 		 	Name:	 	WD Jentsch
		 		 	Title:	 	VP


  

							
	For any Lender requiring a second signature block:
			
	    	 	by	 	 /s/ Maria Levy

		 		 	Name:	 	Maria Levy
		 		 	Title:	 	VP



  
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 SIGNATURE PAGE TO THE FIFTH AMENDMENT TO 

THE NCR CORPORATION CREDIT AGREEMENT 
  


							
	Name of Lender: First National Bank of Omaha
			
	    	 	by	 	 /s/ Dale Ervin

		 		 	Name:	 	Dale Ervin
		 		 	Title:	 	Vice President



  
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