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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:

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 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.

 

 

 

 

 

 

NCR CORPORATION,
by
	/s/ Robert Fishman
	Name:      Robert Fishman
	Title:        Senior Vice President and Chief Financial Officer

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

by
	/s/ Jeannette Lu
	Name:         Jeannette Lu
	Title:            Vice President

by
	/s/ Hays Wood
	Name:         Hays Wood
	Title:            Vice President

by
	/s/ Kay Reedy
	Name:          Kay Reedy
	Title:        Managing Director

by
	/s/ Lillian Kim
	Name:         Lillian Kim
	Title:            Director