NCR Voyix Corp Watch

from 8-K 232 pages Credit Agreement Dated as of October 16, 2023, Among NCR Voyix Corporation (F/K/a NCR Corporation), as the Company, the Foreign Borrowers Party Hereto, the Lenders Party Hereto and Bank of America, N.A., as the Administrative Agent

from 8-K 236 pages Credit Agreement Dated as of September 27, 2023, Among NCR Atleos, LLC, as the Company, NCR Atleos Escrow Corporation, as a Borrower, the Foreign Borrowers From Time to Time Party Hereto, the Lenders Party Hereto and Bank of America, N.A., as the Administrative Agent

from 10-Q 221 pages Sixth Amendment Dated as of June 30, 2023 (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, (VII) That Certain Incremental Revolving Facility Agreement (Tla-2 Conversion), Dated as of June 24, 2021 and (VIII) That Certain Fifth Amendment, Dated as of December 27, 2022, 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”)

from 10-Q 5 pages Supplement No. 1 Dated as of September 30, 2021 (This “Supplement”), to the Amended and Restated Guarantee and Collateral Agreement, Dated as of August 22, 2011, as Amended and Restated as of January 6, 2014, as Further Amended and Restated as of March 31, 2016 (And as Further Amended, Restated, Amended and Restated, Supplemented or Otherwise Modified From Time to Time, the “Collateral Agreement”), Among NCR Corporation, a Maryland Corporation (The “Company”), the Foreign Borrowers From Time to Time Party Thereto, the Subsidiary Loan Parties From Time to Time Party Thereto and Jpmorgan Chase Bank, N.A., a National Banking Association (“Jpmcb”), as Administrative Agent (In Such Capacity, the “Administrative Agent”)

from 8-K 10 pages Reaffirmation Agreement Dated as of June 21, 2021 (This “Agreement”), Among NCR Corporation, a Maryland Corporation (The “Company”), NCR Limited, a Private Limited Company Incorporated in England and Wales (“Limited”), NCR Global Solutions Limited, a Limited Liability Company Incorporated in Ireland (“Global Solutions”), NCR Nederland B.V., a Private Company With Limited Liability (Besloten Vennootschap Met Beperkte Aansprakelijkheid) Organized Under the Laws of the Netherlands (“Nederland”, And, Together With Limited and Global Solutions, the “Foreign Borrowers”), NCR International, Inc., a Delaware Corporation (The “Guarantor”; Together With the Company, the “Grantors”; And, Together With the Company and the Foreign Borrowers, the “Reaffirmation Parties”) and Jpmorgan Chase Bank, N.A., as Administrative Agent Under the Credit Agreement (As Defined Below) (In Such Capacity, the “Administrative Agent”). Whereas

from 10-K 15 pages Waiver Dated as of January 14, 2021 (This “Waiver”) 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 and as Further Amended and Restated as of August 28, 2019, 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 Waiver, the “Credit Agreement”). Whereas, the Applicable Rate Under the Credit Agreement With Respect to Each Revolving Loan and the Commitment Fees Payable in Respect of the Revolving Commitments Is Determined Based Upon the Leverage Ratio as of the End of Each Fiscal Quarter of the Borrower

from 10-K 199 pages 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 (Collectively, 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 Amended Credit Agreement (As Defined Below). Section 2. Amendments to the Existing Credit Agreement

from 10-K 240 pages Incremental Revolving Facility Agreement Dated as of February 16, 2021 (This “Agreement”), Among NCR Corporation, a Maryland Corporation (The “Company”), the Foreign Borrowers Listed on the Signature Pages Hereto, the Subsidiary Loan Parties Listed on the Signature Pages Hereto, the Incremental Revolving Lenders (As Defined Below) Party Hereto and Jpmorgan Chase Bank, N.A., as Administrative Agent (The “Administrative Agent”), Relating 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, and 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, and (IV) That Certain Fourth Amendment, Dated as of February 4, 2021, and as Otherwise Amended and in Effect Prior to the Effectiveness of This Agreement, the “Credit Agreement”; the Credit Agreement, as Modified by This Agreement and as Amended, Restated, Supplemented or Otherwise Modified From Time to Time, the “Amended Credit Agreement”), Among the Company, the Foreign Borrowers From Time to Time Party Thereto, the Lenders From Time to Time Party Thereto and the Administrative Agent

from 10-K 16 pages Third Amendment Dated as of January 22, 2021 (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, and as Further Amended and Restated as of August 28, 2019 (As Amended and in Effect Prior to the Effectiveness of This Amendment, the “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”)

from 10-K 249 pages Incremental Term Loan a Facility Agreement Dated as of February 16, 2021 (This “Agreement”), Among NCR Corporation, a Maryland Corporation (The “Company”), the Other Loan Parties Party Hereto, the Tranche 1 Incremental Term A-2021 Lenders (As Defined Below) Party Hereto (Including Any Party That Becomes a Tranche 1 Incremental Term A-2021 Lender Pursuant to Section 16(b) Hereof), the Tranche 2 Incremental Term A-2021 Lenders (As Defined Below) Party Hereto and Jpmorgan Chase Bank, N.A., as Administrative Agent (The “Administrative Agent”), Relating 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, and 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, and (IV) That Certain Fourth Amendment, Dated as of February 4, 2021, and as Otherwise Amended and in Effect Prior to the Effectiveness of This Agreement, the “Credit Agreement”; the Credit Agreement, as Modified by This Agreement and as Amended, Restated, Supplemented or Otherwise Modified From Time to Time, Including by the Incremental Revolving Facility Agreement (As Defined Below), the “Amended Credit Agreement”), Among the Company, the Foreign Borrowers From Time to Time Party Thereto, the Lenders From Time to Time Party Thereto and the Administrative Agent

from 10-Q 23 pages Second Amendment Dated as of April 7, 2020 (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, and as Further Amended and Restated as of August 28, 2019, 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 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 Second Amendment Effective Date (As Defined Below), Clause (II) of the Definition of “Permitted Additional Indebtedness” in Section 1.01 of the Credit Agreement Is Amended and Restated as Follows

from 10-Q ~20 pages First Amendment Dated as of October 7, 2019 (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, and as Further Amended and Restated as of August 28, 2019, 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 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 First Amendment Effective Date (As Defined Below), Section 5.11(a) of the Credit Agreement Is Amended by Deleting the Second Sentence Thereof and Replacing It With the Following Text

from 10-Q ~20 pages First Amendment Dated as of October 7, 2019 (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, and as Further Amended and Restated as of August 28, 2019, 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 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 First Amendment Effective Date (As Defined Below), Section 5.11(a) of the Credit Agreement Is Amended by Deleting the Second Sentence Thereof and Replacing It With the Following Text

from 8-K 9 pages Reaffirmation Agreement Dated as of August 28, 2019 (This “Agreement”), Among NCR Corporation, a Maryland Corporation (The “Company”), NCR Limited, a Private Limited Company Incorporated in England and Wales (“Limited”), NCR Global Solutions Limited, a Limited Liability Company Incorporated in Ireland (“Global Solutions”), NCR Nederland B.V., a Private Company With Limited Liability (Besloten Vennootschap Met Beperkte Aansprakelijkheid) Organized Under the Laws of the Netherlands (“Nederland”, And, Together With Limited and Global Solutions, the “Foreign Borrowers”), NCR International, Inc., a Delaware Corporation (The “Guarantor”; Together With the Company, the “Grantors”; And, Together With the Company and the Foreign Borrowers, the “Reaffirmation Parties”) and Jpmorgan Chase Bank, N.A., as Administrative Agent Under the Amended and Restated Credit Agreement (As Defined Below) (In Such Capacity, the “Administrative Agent”). Whereas

from 8-K 207 pages J.P.MORGAN 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, and as Further Amended and Restated as of August 28, 2019, Among NCR Corporation, as Company, the Foreign Borrowers Party Hereto, the Lenders Party Hereto and Jpmorgan Chase Bank, N.A., as Administrative Agent, Joint Lead Arranger and Joint Bookrunner Bofa Securities, Inc. Wells Fargo Securities, LLC Mufg Bank, Ltd. PNC Capital Markets LLC Rbc Capital Markets Suntrust Robinson Humphrey, Inc. and Capital One, National Association as Joint Lead Arrangers, Joint Bookrunners and Co-Syndication Agents Fifth Third Bank Citigroup Global Markets Inc. Santander Bank, National Association Td Securities (USA) LLC and Unicredit Bank AG, New York Branch as Co-Documentation Agents and Joint Lead Arrangers and Joint Bookrunners in Respect of the Term Loan Credit Facilities Provided for Herein Academy Securities, LLC BB&T Capital Markets, a Division of BB&T Securities LLC Hsbc Bank USA, N.A. Keybanc Capital Markets, Inc. the Northern Trust Company and Standard Chartered Bank as Joint Lead Arrangers and Joint Bookrunners in Respect of the Term Loan Credit Facilities Provided for Herein

from 8-K 399 pages J.P.MORGAN 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, Among NCR Corporation, as Company the Foreign Borrowers Party Hereto the Lenders Party Hereto and Jpmorgan Chase Bank, N.A., as Administrative Agent Jpmorgan Chase Bank, N.A., as Joint Lead Arranger and Joint Bookrunner Suntrust Robinson Humphrey, Inc., Rbc Capital Markets, Merrill Lynch, Pierce, Fenner & Smith Incorporated, the Bank of Tokyo-Mitsubishi Ufj, Ltd., Wells Fargo Securities, LLC, as Joint Lead Arrangers, Joint Bookrunners and Co-Syndication Agents Bank of Montreal, Compass Bank, Capital One, Fifth Third Bank, PNC Bank, National Association, Sumitomo Mitsui Banking Corp., Td Bank, N.A., as Co-Documentation Agents Citibank, N.A., the Northern Trust, as Joint Senior Managing Agents

from 8-K 46 pages 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

from 10-Q 11 pages Reaffirmation Agreement Dated as of July 25, 2013 (This “Agreement”), Among NCR Corporation (The “Borrower”), the Subsidiary Loan Parties Identified on Schedule a Hereto (Collectively, the “Reaffirming Subsidiary Loan Parties” And, Together With the Borrower, the “Reaffirming Parties”), and Jpmorgan Chase Bank, N.A., as Administrative Agent (In Such Capacity, the “Administrative Agent”) Under the Restated Credit Agreement Referred to Below

from 10-Q 350 pages J.P.MORGAN Credit Agreement Dated as of August 22, 2011, as Amended and Restated as of July 25, 2013, Among NCR Corporation, as Borrower the Lenders Party Hereto and Jpmorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent J.P. Morgan Securities LLC, as Joint Lead Arranger and Joint Bookrunner Suntrust Robinson Humphrey, Inc., Rbc Capital Markets, Merrill Lynch, Pierce, Fenner & Smith Incorporated, the Bank of Tokyo-Mitsubishi Ufj, Ltd., Wells Fargo Securities, LLC, as Joint Lead Arrangers, Joint Bookrunners and Co-Documentation Agents Mizuho Bank, Ltd., Bnp Paribas, Fifth Third Bank, Hsbc Bank USA Na, PNC Bank National Association, Regions Bank, Td Bank, N.A., Bbva Compass Bank, Sumitomo Mitsui Banking, as Joint Syndication Agents Sovereign Bank, N.A., US Bank, National Association, Rbs Citizens, Na, Citibank, N.A., as Joint Senior Managing Agents

from 10-Q 41 pages Third Amendment Dated as of February 5, 2013 (This “Amendment”) to the Credit Agreement Dated as of August 22, 2011, as Amended and Restated as of August 22, 2012, Among NCR Corporation (The “Borrower”), the Lenders Party Thereto and Jpmorgan Chase Bank, N.A., in Its Capacity as Administrative Agent (The “Administrative Agent”) (As Amended and in Effect Prior to the Effectiveness of This Agreement, the “Credit Agreement”)