SEC Info - NCR Corp - ‘10-Q’ for 6/30/19

SEC Info℠

Home

Help

Please Sign In

NCR Corp – ‘10-Q’ for 6/30/19 – ‘EX-10.2’

On: Friday, 8/2/19, at 4:09pm ET · For: 6/30/19 · Accession #: 70866-19-19 · File #: 1-00395

  As Of               Filer                 Filing    For·On·As Docs:Size

 8/02/19  NCR Corp                          10-Q        6/30/19  106:21M

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   2.34M 
 2: EX-3.1      Articles of Incorporation/Organization or Bylaws    HTML    257K 
 3: EX-10.1     Material Contract                                   HTML     36K 
 4: EX-10.2     Material Contract                                   HTML     54K 
 7: EX-33.2     Report of Compliance with Servicing Criteria        HTML     35K 
 5: EX-31.1     Certification -- §302 - SOA'02                      HTML     35K 
 6: EX-32       Certification -- §906 - SOA'02                      HTML     34K 
14: R1          Document and Entity Information                     HTML     83K 
15: R2          Condensed Consolidated Statements of Operations     HTML    135K 
                (Unaudited)                                                      
16: R3          Condensed Consolidated Statements of Comprehensive  HTML     91K 
                Income (Unaudited)                                               
17: R4          Condensed Consolidated Balance Sheets (Unaudited)   HTML    150K 
18: R5          Condensed Consolidated Balance Sheets (Unaudited)   HTML     70K 
                (Parenthetical)                                                  
19: R6          Condensed Consolidated Statements of Cash Flows     HTML    128K 
                (Unaudited)                                                      
20: R7          Condensed Consolidated Statements of Cash Flows     HTML     41K 
                (Unaudited) (Parenthetical)                                      
21: R8          Condensed Consolidated Statements of Changes in     HTML     79K 
                Stockholders' Equity (Unaudited)                                 
22: R9          Basis of Presentation and Summary of Significant    HTML     63K 
                Accounting Policies                                              
23: R10         Leasing                                             HTML    183K 
24: R11         Segment Information and Concentrations              HTML    149K 
25: R12         Goodwill and Long-Lived Assets                      HTML    115K 
26: R13         Debt Obligations                                    HTML    106K 
27: R14         Income Taxes                                        HTML     36K 
28: R15         Stock Compensation Plans                            HTML     69K 
29: R16         Employee Benefit Plans                              HTML    123K 
30: R17         Commitments and Contingencies                       HTML     89K 
31: R18         Series A Convertible Preferred Stock                HTML     39K 
32: R19         Earnings Per Share                                  HTML    134K 
33: R20         Derivatives and Hedging Instruments                 HTML    136K 
34: R21         Fair Value of Assets and Liabilities                HTML     88K 
35: R22         Accumulated Other Comprehensive Income (Loss)       HTML    129K 
                (Aoci)                                                           
36: R23         Restructuring Plan                                  HTML     69K 
37: R24         Supplemental Financial Information                  HTML     50K 
38: R25         Condensed Consolidating Supplemental Guarantor      HTML    895K 
                Information                                                      
39: R26         Basis of Presentation and Summary of Significant    HTML     78K 
                Accounting Policies (Policies)                                   
40: R27         Basis of Presentation and Summary of Significant    HTML     41K 
                Accounting Policies (Tables)                                     
41: R28         Leasing (Tables)                                    HTML    123K 
42: R29         Segment Information and Concentrations (Tables)     HTML    149K 
43: R30         Goodwill and Long-Lived Assets (Tables)             HTML    119K 
44: R31         Debt Obligations (Tables)                           HTML     76K 
45: R32         Stock Compensation Plans (Tables)                   HTML     66K 
46: R33         Employee Benefit Plans (Tables)                     HTML    123K 
47: R34         Commitments and Contingencies (Tables)              HTML     41K 
48: R35         Earnings Per Share (Tables)                         HTML    126K 
49: R36         Derivatives and Hedging Instruments (Tables)        HTML    132K 
50: R37         Fair Value of Assets and Liabilities (Tables)       HTML     84K 
51: R38         Accumulated Other Comprehensive Income (Loss)       HTML    130K 
                (Aoci) (Tables)                                                  
52: R39         Restructuring Plan (Tables)                         HTML     47K 
53: R40         Supplemental Financial Information (Tables)         HTML     55K 
54: R41         Condensed Consolidating Supplemental Guarantor      HTML    888K 
                Information (Tables)                                             
55: R42         Basis of Presentation and Summary of Significant    HTML     68K 
                Accounting Policies - Narrative (Details)                        
56: R43         Basis of Presentation and Summary of Significant    HTML     38K 
                Accounting Policies - Contract Assets and                        
                Liabilities (Details)                                            
57: R44         Basis of Presentation and Summary of Significant    HTML     34K 
                Accounting Policies Subsequent Events (Details)                  
58: R45         Leasing - Lease Balances (Details)                  HTML     49K 
59: R46         Leasing - Lease Costs (Details)                     HTML     46K 
60: R47         Leasing - Supplemental Cash Flow Information        HTML     44K 
                (Details)                                                        
61: R48         Leasing - Present Value of Lease Liabilities        HTML     69K 
                (Details)                                                        
62: R49         Leasing - Narrative (Details)                       HTML     52K 
63: R50         Leasing - Weighted Average Remaining Lease Term     HTML     39K 
                and Interest Rate (Details)                                      
64: R51         Segment Information and Concentrations - Revenue    HTML     62K 
                and Operating Income By Segments (Details)                       
65: R52         Segment Information and Concentrations - Revenue    HTML     40K 
                by Geography (Details)                                           
66: R53         Segment Information and Concentrations - Revenue    HTML     47K 
                by Products and Services (Details)                               
67: R54         Goodwill and Long-Lived Assets - Goodwill by        HTML     62K 
                Segments (Details)                                               
68: R55         Goodwill and Long-Lived Assets - Purchased          HTML     55K 
                Intangible Assets (Details)                                      
69: R56         Goodwill and Long-Lived Assets - Amortization       HTML     49K 
                Expense (Details)                                                
70: R57         Debt Obligations - Short-term Borrowings and        HTML     74K 
                Long-term Debt (Details)                                         
71: R58         Debt Obligations - Senior Secured Credit Facility   HTML     93K 
                (Details)                                                        
72: R59         Debt Obligations - Senior Unsecured Notes           HTML     50K 
                (Details)                                                        
73: R60         Debt Obligations - Trade Receivables                HTML     40K 
                Securitization Facility (Details)                                
74: R61         Debt Obligations - Fair Value of Debt (Details)     HTML     31K 
75: R62         Income Taxes (Details)                              HTML     39K 
76: R63         Stock Compensation Plans - Stock-based              HTML     44K 
                Compensation Expense (Details)                                   
77: R64         Stock Compensation Plans - Narrative (Details)      HTML     73K 
78: R65         Stock Compensation Plans - Valuation Assumptions    HTML     40K 
                Used for Stock Options (Details)                                 
79: R66         Employee Benefit Plans - Pension Plan (Details)     HTML     51K 
80: R67         Employee Benefit Plans - Postretirement Plan        HTML     39K 
                (Details)                                                        
81: R68         Employee Benefit Plans - Postemployment Plan        HTML     45K 
                (Details)                                                        
82: R69         Employee Benefit Plans - Narrative (Details)        HTML     44K 
83: R70         Commitments and Contingencies - Loss Contingencies  HTML    115K 
                (Details)                                                        
84: R71         Commitments and Contingencies - Warranty Reserve    HTML     37K 
                (Details)                                                        
85: R72         Series A Convertible Preferred Stock (Details)      HTML     57K 
86: R73         Earnings Per Share - Basic Earnings Per Share       HTML     72K 
                (Details)                                                        
87: R74         Earnings Per Share - Diluted Earnings Per Share     HTML     91K 
                (Details)                                                        
88: R75         Derivatives and Hedging Instruments - Narrative     HTML     38K 
                (Details)                                                        
89: R76         Derivatives and Hedging Instruments - Derivative    HTML     55K 
                Fair Values (Details)                                            
90: R77         Derivatives and Hedging Instruments - Gain (Loss)   HTML     43K 
                on Derivatives (Details)                                         
91: R78         Derivatives and Hedging Instruments - Gain (Loss)   HTML     35K 
                on Derivatives Not Designated as Hedging                         
                Instruments (Details)                                            
92: R79         Fair Value of Assets and Liabilities (Details)      HTML     56K 
93: R80         Accumulated Other Comprehensive Income (Loss)       HTML     54K 
                (AOCI) - Changes in AOCI by Component (Details)                  
94: R81         Accumulated Other Comprehensive Income (Loss)       HTML     80K 
                (AOCI) - Reclassifications Out of AOCI (Details)                 
95: R82         Restructuring Plan - Narrative (Details)            HTML     51K 
96: R83         Restructuring Plan - Employee Severance and Other   HTML     37K 
                Exit Costs (Details)                                             
97: R84         Supplemental Financial Information - Components of  HTML     43K 
                Accounts Receivable (Details)                                    
98: R85         Supplemental Financial Information - Components of  HTML     42K 
                Inventory (Details)                                              
99: R86         Condensed Consolidating Supplemental Guarantor      HTML     52K 
                Information - Narrative (Details)                                
100: R87         Condensed Consolidating Supplemental Guarantor      HTML    158K  
                Information - Statements of Operations and                       
                Comprehensive Income (Loss) (Details)                            
101: R88         Condensed Consolidating Supplemental Guarantor      HTML    214K  
                Information - Balance Sheet (Details)                            
102: R89         Condensed Consolidating Supplemental Guarantor      HTML    177K  
                Information - Statement of Cash Flows (Details)                  
104: XML         IDEA XML File -- Filing Summary                      XML    195K  
13: XML         XBRL Instance -- ncr-2019630x10q_htm                 XML   6.35M 
103: EXCEL       IDEA Workbook of Financial Reports                  XLSX    132K  
 9: EX-101.CAL  XBRL Calculations -- ncr-20190630_cal                XML    378K 
10: EX-101.DEF  XBRL Definitions -- ncr-20190630_def                 XML    986K 
11: EX-101.LAB  XBRL Labels -- ncr-20190630_lab                      XML   2.26M 
12: EX-101.PRE  XBRL Presentations -- ncr-20190630_pre               XML   1.44M 
 8: EX-101.SCH  XBRL Schema -- ncr-20190630                          XSD    231K 
105: JSON        XBRL Instance as JSON Data -- MetaLinks              493±   747K  
106: ZIP         XBRL Zipped Folder -- 0000070866-19-000019-xbrl      Zip   1.38M

‘EX-10.2’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

<! C: C:

Exhibit

EXECUTION VERSION

FOURTH AMENDMENT TO THE

RECEIVABLES FINANCING AGREEMENT

This FOURTH AMENDMENT TO THE RECEIVABLES FINANCING AGREEMENT (this “Amendment”), dated as of April 22, 2019, is entered into by and among the following parties:


(i)	NCR RECEIVABLES, LLC, a Delaware limited liability company, as Borrower (together with its successors and assigns, the “Borrower”);


(ii)	NCR CORPORATION, a Maryland corporation (the “Servicer”), as initial Servicer;


(iii)	MUFG BANK, LTD. (f/k/a The Bank of Tokyo Mitsubishi UFJ, Ltd., New York Branch), as a Committed Lender and as a Group Agent;


(iv)	VICTORY RECEIVABLES CORPORATION, as a Conduit Lender; and


(v)	PNC BANK, NATIONAL ASSOCIATION, as a Committed Lender, as a Group Agent and as the Administrative Agent (in such capacity, the “Administrative Agent”).

Capitalized terms used but not otherwise defined herein (including such terms used above) have the respective meanings assigned thereto in the Receivables Financing Agreement described below.

BACKGROUND

1.The parties hereto have entered into a Receivables Financing Agreement, dated as of November 21, 2014 (as amended, amended and restated, supplemented or otherwise modified through the date hereof, the “Receivables Financing Agreement”).

2. Concurrently herewith, the parties hereto are entering into that certain Third Amended and Restated Fee Letter (the “Amended Fee Letter”).

3. The parties hereto desire to amend the Receivables Financing Agreement as set forth herein.

NOW, THEREFORE, with the intention of being legally bound hereby, and in consideration of the mutual undertakings expressed herein, each party to this Amendment hereby agrees as follows:

SECTION 1. Amendments to the Receivables Financing Agreement. The Receivables Financing Agreement is hereby amended by restating the definition of “Level 1 Ratings Trigger” set forth in Section 1.01 of the Receivables Financing Agreement as follows:

“Level 1 Ratings Trigger” shall be deemed to be in effect at any time when (i) NCR has a long-term “corporate family rating” of less than “Ba3” by Moody’s

or does not have a long-term “corporate family rating” from Moody’s and (ii) NCR has a long-term “corporate credit rating” of less than “BB-” by S&P or does not have a long-term “corporate credit rating” from S&P.

SECTION 2. Representations and Warranties of the Borrower and Servicer. The Borrower and the Servicer hereby represent and warrant to each of the parties hereto as of the date hereof as follows:

(a) Representations and Warranties. The representations and warranties made by it in Section 6.01 or Section 6.02, as applicable, of the Receivables Financing Agreement are true and correct on and as of the date hereof unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct on and as of such earlier date.

(b) Power and Authority; Due Authorization. It (i) has all necessary power and authority to (A) execute and deliver this Amendment, the Receivables Financing Agreement and the other Transaction Documents to which it is a party and (B) perform its obligations under this Amendment, the Receivables Financing Agreement and the other Transaction Documents to which it is a party and (ii) the execution, delivery and performance of, and the consummation of the transactions provided for in, this Amendment, the Receivables Financing Agreement and the other Transaction Documents to which it is a party have been duly authorized by it by all necessary limited liability company action or corporate action, as applicable.

(c) Binding Obligations. This Amendment, the Receivables Financing Agreement and each of the other Transaction Documents to which it is a party constitutes its legal, valid and binding obligations, enforceable against it in accordance with their respective terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) as such enforceability may be limited by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

(d) No Termination Event. No Termination Event or Unmatured Termination Event has occurred and is continuing, and no Termination Event or Unmatured Termination Event would result from this Amendment.

SECTION 3. Effect of Amendment; Ratification. All provisions of the Receivables Financing Agreement and the other Transaction Documents, as expressly amended and modified by this Amendment, shall remain in full force and effect. After this Amendment becomes effective, all references in the Receivables Financing Agreement (or in any other Transaction Document) to “this Receivables Financing Agreement”, “this Agreement”, “hereof”, “herein” or words of similar effect referring to the Receivables Financing Agreement shall be deemed to be references to the Receivables Financing Agreement as amended by this Amendment. This Amendment shall not be deemed, either expressly or impliedly, to waive, amend or supplement any provision of the



	2

Receivables Financing Agreement other than as set forth herein. The Receivables Financing Agreement, as amended by this Amendment, is hereby ratified and confirmed in all respects.

SECTION 4. Conditions to Effectiveness. This Amendment shall become effective as of the date hereof upon the satisfaction of the following conditions precedent:

(a)Execution of Amendment. The Administrative Agent shall have received counterparts hereto duly executed by each of the parties hereto.

(b) Execution of Amended Fee Letter. The Administrative Agent shall have received counterparts of the Amended Fee Letter duly executed by each of the parties thereto.

(c) Receipt of Fees. The Administrative Agent shall have received confirmation that the “Amendment Fee” under and as defined in the Amended Fee Letter has been paid in full in accordance with the terms of the Amended Fee Letter.

SECTION 5. Severability. Any provisions of this Amendment which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 6. Transaction Document. This Amendment shall be a Transaction Document for purposes of the Receivables Financing Agreement.

SECTION 7. Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or e-mail transmission shall be effective as delivery of a manually executed counterpart hereof.

SECTION 8. GOVERNING LAW AND JURISDICTION.

(a) THIS AMENDMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW PROVISIONS THEREOF, EXCEPT TO THE EXTENT THAT THE PERFECTION, THE EFFECT OF PERFECTION OR PRIORITY OF THE INTERESTS OF ADMINISTRATIVE AGENT OR ANY LENDER IN THE COLLATERAL IS GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK).

(b) EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO (I) WITH RESPECT TO THE BORROWER AND THE SERVICER, THE EXCLUSIVE JURISDICTION,



	3

AND (II) WITH RESPECT TO EACH OF THE OTHER PARTIES HERETO, THE NON-EXCLUSIVE JURISDICTION, IN EACH CASE, OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN NEW YORK CITY, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT, AND EACH PARTY HERETO HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING (I) IF BROUGHT BY THE BORROWER, THE SERVICER OR ANY AFFILIATE THEREOF, SHALL BE HEARD AND DETERMINED, AND (II) IF BROUGHT BY ANY OTHER PARTY TO THIS AMENDMENT, MAY BE HEARD AND DETERMINED, IN EACH CASE, IN SUCH NEW YORK STATE COURT OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. NOTHING IN THIS SECTION 8 SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY OTHER CREDIT PARTY TO BRING ANY ACTION OR PROCEEDING AGAINST THE BORROWER OR THE SERVICER OR ANY OF THEIR RESPECTIVE PROPERTY IN THE COURTS OF OTHER JURISDICTIONS. EACH OF THE BORROWER AND THE SERVICER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING. THE PARTIES HERETO AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

SECTION 9. Section Headings. The various headings of this Amendment are included for convenience only and shall not affect the meaning or interpretation of this Amendment, the Receivables Financing Agreement or any provision hereof or thereof.

[Signature pages follow.]



	4

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.



	NCR RECEIVABLES LLC, as the Borrower By: /s/ *Farzad Jalil* Name: Farzad Jalil Title: Assistant Treasurer



	NCR CORPORATION, as the Servicer By: /s/ *Vladimir Samoylenko* Name: Vladimir Samoylenko Title: Assistant Secretary

S-4

Fourth Amendment to
Receivables Financing Agreement (NCR)



	PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent By: /s/ *Eric Bruno* Name: Eric Bruno Title: Senior Vice President


	PNC BANK, NATIONAL ASSOCIATION, as a Group Agent By: /s/ *Eric Bruno* Name: Eric Bruno Title: Senior Vice President


	PNC BANK, NATIONAL ASSOCIATION, as a Committed Lender By: /s/ *Eric Bruno* Name: Eric Bruno Title: Senior Vice President

S-4

Fourth Amendment to
Receivables Financing Agreement (NCR)



	MUFG BANK, LTD., as a Committed Lender By: /s/ *Eric Williams* Name: Eric Williams Title: Managing Director
	MUFG BANK, LTD., as a Group Agent By: /s/ *Eric Williams* Name: Eric Williams Title: Managing Director VICTORY RECEIVABLES CORPORATION, as a Conduit Lender By: /s/ *Kevin J. Corrigan* Name: Kevin J. Corrigan Title: Vice President

S-4

Fourth Amendment to
Receivables Financing Agreement (NCR)

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-Q’ Filing	Date	Other Filings

Filed on:	8/2/19
For Period end:	6/30/19	4
	4/22/19
	11/21/14	8-K
		List all Filings

8 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/14/24  NCR Voyix Corp.                   10-K       12/31/23  152:25M
 8/03/23  NCR Corp.                         S-8         8/03/23    4:127K                                   Donnelley … Solutions/FA
 2/27/23  NCR Corp.                         10-K       12/31/22  138:26M
12/21/22  NCR Corp.                         S-8        12/21/22    4:72K                                    Donnelley … Solutions/FA
 2/25/22  NCR Corp.                         10-K       12/31/21  139:26M
 6/21/21  NCR Corp.                         S-8         6/21/21    4:337K                                   Donnelley … Solutions/FA
 2/26/21  NCR Corp.                         10-K       12/31/20  148:33M
11/02/20  NCR Corp.                         S-8        11/02/20    3:70K                                    Cravath Swaine & … 01/FA

↑Top

Filing Submission 0000070866-19-000019 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

NCR Corp – ‘10-Q’ for 6/30/19 – ‘EX-10.2’

On: Friday, 8/2/19, at 4:09pm ET · For: 6/30/19 · Accession #: 70866-19-19 · File #: 1-00395

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34Filing Table of Contents

‘EX-10.2’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

8 Subsequent Filings that Reference this Filing

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents