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Entry into a Material Definitive


On March31, 2016 (the Effective Date), NCR Corporation (NCR) amended and restated its credit agreement (the Credit Agreement) with and among the lenders party thereto, the Foreign Borrowers (as defined below) and JPMorgan Chase Bank, N.A. (JPMCB), as the administrative agent.

Under the Credit Agreement, NCR refinanced its senior secured credit facilities, which now consist of senior secured credit facilities (the Credit Facilities) in an aggregate amount of $2,000,000,000, consisting of a term loan facility (the Term Loan Facility) in the amount of $900,000,000 (the loans thereunder, the Term Loans) and a revolving facility (the Revolving Facility) in the amount of $1,100,000,000 (the loans thereunder, the Revolving Loans, and together with the Term Loans, the Loans). Loans under the Term Loan Facility were used to repay outstanding obligations under the prior credit agreement. The Revolving Facility is available for working capital requirements and other general corporate purposes.

Under the Credit Agreement, JPMCB, Suntrust Robinson Humphrey, Inc., RBC Capital Markets, Merrill Lynch Pierce Fenner& Smith Incorporated, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Wells Fargo Securities, LLC acted as joint lead arrangers, joint bookrunners and co-syndication agents. JPMCB will act as sole administrative agent and collateral agent.

The Credit Agreement makes available up to $400,000,000 of the Revolving Loans to certain foreign subsidiaries of NCR (the Foreign Borrowers and, together with NCR, the Borrowers) to provide NCR greater flexibility to fund ongoing operations, including NCRs foreign operations.Borrowings by the Foreign Borrowers under the Revolving Facility are guaranteed and secured by NCR and the Guarantors (as defined below) to the same extent as borrowings by NCR. Term Loans were made to NCR in Dollars, and Revolving Loans will be available to the Borrowers in Dollars, Euros and Sterling.

Interest Rates

Amounts outstanding under the Credit Facilities bear interest at LIBOR (or, in the case of amounts denominated in Euros, EURIBOR), or, at NCRs option, in the case of amounts denominated in Dollars, at a base rate equal to the highest of (a)the federal funds rate plus 0.5%, (b)JPMCBs prime rate and (c)the one-month LIBOR rate plus 1.00% (the Base Rate), plus, in each case, a margin ranging from 1.25% to 2.25% for LIBOR-based loans that are either term loans or revolving loans and EURIBOR-based revolving loans and ranging from 0.25% to 1.25% for Base Rate-based loans that are either term loans or revolving loans, in each case, depending on NCRs consolidated leverage ratio.Interest for Revolving Loans made in Sterling and Base Rate-based loans based upon the JPMCB prime rate will be calculated on the basis of a 365-day year, and interest for LIBOR-based loans, EURIBOR-based loans and other Base Rate-based loans will be calculated on the basis of a 360-day year.


NCR will pay an undrawn commitment fee ranging from 0.20% to 0.40% (depending on NCRs consolidated leverage ratio) on the unused portion of the Revolving Facility. For letters of credit issued under the Revolving Facility, NCR will pay a fronting fee as agreed with each issuing bank on the aggregate face amount of each letter of credit and a fee on all outstanding letters of credit at a per annum rate equal to the margin then in effect with respect to LIBOR-based loans under the Revolving Facility on the face amount of such letter of credit.


The outstanding principal balance of the Term Loans is required to be repaid in equal quarterly installments beginning June30, 2016 in annual amounts equal to 5.0% of the original amount of the Term Loans in the first two years after the Effective Date, 7.5% in year three after the Effective Date, and 10.0% in years four and five after the Effective Date, with the balance being due at maturity on March31, 2021. NCR...