INDEMNIFICATION AGREEMENTIndemnification Agreement • November 14th, 2023 • NCR Atleos Corp • Calculating & accounting machines (no electronic computers) • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made effective of the October 16, 2023, by and between NCR Atleos Corporation, a Maryland corporation (the “Company”), and Timothy C. Oliver, a director and officer (“Indemnitee”).
RECEIVABLES PURCHASE AGREEMENT Dated as of October 16, 2023 by and among NCR ATLEOS RECEIVABLES LLC, as Seller, NCR ATLEOS CANADA RECEIVABLES LP, as Canadian Guarantor, THE PERSONS FROM TIME TO TIME PARTY HERETO, as Purchasers and as Group Agents, PNC...Receivables Purchase Agreement • October 18th, 2023 • NCR Atleos Corp • Calculating & accounting machines (no electronic computers) • New York
This RECEIVABLES PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of October 16, 2023 by and among the following parties:
PATENT AND TECHNOLOGY CROSS-LICENSE AGREEMENTPatent and Technology Cross-License Agreement • August 3rd, 2023 • NCR Atleos, LLC • Calculating & accounting machines (no electronic computers) • Maryland
This Patent and Technology Cross-License Agreement (“Agreement”) is made as of [•], 2023 by and between NCR Corporation, a Maryland corporation, having a principal place of business at 864 Spring Street NW, Atlanta, Georgia 30308 (“NCR”), and NCR Atleos, LLC, a Delaware limited liability company, to be converted to a Maryland corporation [and renamed [•]] prior to the Distribution Date, having a principal place of business at 864 Spring Street NW, Atlanta, Georgia 30308 [name and address to be updated if/as changed prior to the Effective Date] (“ATMCo”). (NCR and ATMCo may be referred to hereinafter collectively as the “Parties” and individually as a “Party”.)
SEPARATION AND DISTRIBUTION AGREEMENT by and between NCR CORPORATION and [ATMCo] Dated as of [•], 2023Separation and Distribution Agreement • August 3rd, 2023 • NCR Atleos, LLC • Calculating & accounting machines (no electronic computers) • Maryland
THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), is entered into as of [•], 2023, by and between NCR Corporation, a Maryland corporation (“NCR”), and NCR ATMCo, LLC, a Delaware limited liability company, to be converted to a Maryland corporation [and renamed [•]] prior to the Distribution Date (“ATMCo”) (each a “Party” and together, the “Parties”).
TRADEMARK LICENSE AND USE AGREEMENTTrademark License and Use Agreement • August 3rd, 2023 • NCR Atleos, LLC • Calculating & accounting machines (no electronic computers) • Maryland
This Trademark License and Use Agreement (“Agreement”) is made and effective as of September [•], 2023 by and between NCR Corporation, a Maryland corporation, having a principal place of business at 864 Spring Street NW, Atlanta, Georgia 30308 (“NCR”), and NCR Atleos, LLC, a Delaware limited liability company, to be converted to a Maryland corporation [and renamed [•]] prior to the Distribution Date (defined below), having a principal place of business at 864 Spring Street NW, Atlanta, Georgia 30308 [name and address to be updated if/as changed prior to the Effective Date] (“ATMCo”)]. (NCR and ATMCo may be referred to hereinafter collectively as the “Parties” and individually as a “Party”.)
CANADIAN PURCHASE AND SALE AGREEMENT Dated as of October 16, 2023 among VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO, as Originators, and NCR ATLEOS CANADA RECEIVABLES LP, as Buyer, and CARDTRONICS CANADA HOLDINGS INC, as Canadian Servicer, and PNC...Canadian Purchase and Sale Agreement • October 18th, 2023 • NCR Atleos Corp • Calculating & accounting machines (no electronic computers) • Ontario
This CANADIAN PURCHASE AND SALE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of October 16, 2023 is entered into among the various entities listed on Schedule I hereto or that become parties hereto from time to time pursuant to Section 4.3 hereof (the “Originators” and each, an “Originator”), NCR ATLEOS CANADA RECEIVABLES LP, an Ontario limited partnership (the “Limited Partnership”), by its sole general partner NCR ATLEOS CANADA RECEIVABLES GP CORP., an Ontario corporation (the “Canadian GP” and, together with the Limited Partnership, the “Buyer”), CARDTRONICS CANADA HOLDINGS INC., an Alberta corporation (“Cardtronics Canada”), as initial servicer (in such capacity, the “Canadian Servicer”), and PNC Bank, National Association, in its capacity as contractual representative for the Purchaser Parties (the “Administrative Agent”).
TAX MATTERS AGREEMENT by and between NCR CORPORATION and [ATMCo] Dated as of [●]Tax Matters Agreement • July 21st, 2023 • NCR ATMCo, LLC • Calculating & accounting machines (no electronic computers) • Maryland
This TAX MATTERS AGREEMENT (this “Agreement”), is entered into as of [●] by and between NCR Corporation, a Maryland corporation (“NCR”), and NCR ATMCo, LLC, a Delaware limited liability company, to be converted to a Maryland corporation [and renamed [●]] prior to the Distribution Date (“ATMCo”) (each a “Party” and together, the “Parties”). Capitalized terms used in this Agreement and not defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement, dated as of the date hereof, by and between the Parties (the “Separation Agreement”).
PERFORMANCE GUARANTYPerformance Guaranty • October 18th, 2023 • NCR Atleos Corp • Calculating & accounting machines (no electronic computers) • New York
This PERFORMANCE GUARANTY (as amended, supplemented or otherwise modified from time to time, this “Performance Guaranty”), dated as of October 16, 2023, is made by NCR ATLEOS CORPORATION, a Maryland corporation (the “Performance Guarantor” and, in its individual capacity, “Atleos”), in favor of PNC BANK, NATIONAL ASSOCIATION, as administrative agent (together with its successors and assigns in such capacity, the “Administrative Agent”), for the benefit of itself and the other Secured Parties under the Receivables Purchase Agreement defined below. Capitalized terms used, but not otherwise defined herein shall have the respective meanings assigned thereto in the Receivables Purchase Agreement referred to below or, if not defined therein, the respective meanings assigned thereto in the U.S. Purchase and Sale Agreement or Canadian Purchase and Sale Agreement, as applicable, referred to below.
EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2023 • NCR Atleos Corp • Calculating & accounting machines (no electronic computers) • Georgia
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of September 25, 2023, and effective of the Effective Date (as defined below), is made by and among NCR Atleos, LLC, a Delaware limited liability company (the “Company”), Cardtronics USA, Inc., a wholly owned subsidiary of the Company (the “Employer”), and Timothy C. Oliver (“Executive”) (each a “Party”).
TRANSITION SERVICES AGREEMENT BY AND BETWEEN NCR CORPORATION AND [ATMCo] Dated as of [•], 2023Transition Services Agreement • July 21st, 2023 • NCR ATMCo, LLC • Calculating & accounting machines (no electronic computers) • Maryland
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of [•], 2023 (the “Effective Date”), between NCR Corporation, a Maryland corporation (“NCR”), and [•], a [Maryland] corporation (“ATMCo”). “Party” or “Parties” means NCR or ATMCo, individually or collectively, as the case may be.
EMPLOYEE MATTERS AGREEMENT by and between NCR CORPORATION and [ATMCo] DATED AS OF [●], 2023Employee Matters Agreement • July 21st, 2023 • NCR ATMCo, LLC • Calculating & accounting machines (no electronic computers) • Maryland
THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”), is entered into as of [●], 2023 (the “Effective Date”), by and between NCR Corporation, a Maryland corporation (“NCR”), and [●], a Delaware limited liability company, to be converted to a Maryland corporation [and renamed [●]] prior to the Distribution Date (“ATMCo”) (each a “Party” and together, the “Parties”).
MASTER SERVICES AGREEMENTMaster Services Agreement • July 21st, 2023 • NCR ATMCo, LLC • Calculating & accounting machines (no electronic computers) • New York
This MASTER SERVICES AGREEMENT (this “Master Agreement”), dated as of [•], 2023 (the “Effective Date”), is entered into between NCR [RemainCo] Corporation, a Maryland corporation (“NCR”), and [•], a [Maryland] corporation (“ATMCo”). “Party” or “Parties” means NCR and/or ATMCo, individually or collectively, as the case may be.
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...Credit Agreement • September 28th, 2023 • NCR Atleos, LLC • Calculating & accounting machines (no electronic computers) • New York
CREDIT AGREEMENT dated as of September 27, 2023 (this “Agreement”) among NCR ATLEOS, LLC, a Delaware limited liability company (the “Company”), NCR ATLEOS ESCROW CORPORATION, a Maryland corporation (“ATMCo Escrow Subsidiary”), the FOREIGN BORROWERS (as defined below) from time to time party hereto, the LENDERS (as defined below) from time to time party hereto and the Administrative Agent (as defined below).
PURCHASE AND SALE AGREEMENT Dated as of October 16, 2023 among VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO, as Originators, and NCR ATLEOS RECEIVABLES LLC, as BuyerPurchase and Sale Agreement • October 18th, 2023 • NCR Atleos Corp • Calculating & accounting machines (no electronic computers) • New York
This PURCHASE AND SALE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of October 16, 2023 is entered into among the various entities listed on Schedule I hereto or that become parties hereto from time to time pursuant to Section 4.3 hereof (the “Originators” and each, an “Originator”), and NCR ATLEOS RECEIVABLES LLC, a Delaware limited liability company (the “Buyer”).
February 13, 2023 Mr. Tim Oliver Dear Tim,NCR ATMCo, LLC • June 26th, 2023 • Calculating & accounting machines (no electronic computers)
We are pleased to present you with this amendment (this “Amendment”) to your employment agreement with NCR Corporation (“NCR”), dated June 15, 2020 (the “Employment Agreement”).
AMENDMENT NO. 1 TO THE LIMITED LIABILITY COMPANY AGREEMENT OF NCR ATMCO, LLCLimited Liability Company Agreement • September 5th, 2023 • NCR Atleos, LLC • Calculating & accounting machines (no electronic computers) • Delaware
This AMENDMENT NO. 1 (this “Amendment”) is made on August 1, 2023 to that certain Limited Liability Company Agreement of NCR ATMCo, LLC (the “Company”), dated April 14, 2023, (the “LLC Agreement”), by NCR Corporation, a Maryland corporation, in its capacity as sole member (the “Member”) of the Company. Capitalized words and phrases used in this Amendment but not defined herein shall have the meanings set forth in the LLC Agreement.
LIMITED LIABILITY COMPANY AGREEMENT OF NCR ATMCo, LLCLimited Liability Company Agreement • September 5th, 2023 • NCR Atleos, LLC • Calculating & accounting machines (no electronic computers) • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (as may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”) of NCR ATMCo, LLC (the “Company”) dated as of this 14th day of April, 2023, by NCR Corporation, as the sole member of the Company (the “Member”).
NCR ATLEOS ESCROW CORPORATION, as Escrow Issuer and CITIBANK, N.A., as Trustee and Notes Collateral Agent 9.500% Senior Secured Notes due 2029 INDENTURE Dated as of September 27, 2023Indenture • September 28th, 2023 • NCR Atleos, LLC • Calculating & accounting machines (no electronic computers) • New York
INDENTURE, dated as of September 27, 2023, among NCR ATLEOS ESCROW CORPORATION, a Maryland corporation (the “Escrow Issuer”), and CITIBANK, N.A., a national banking association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Notes Collateral Agent”).
NCR ATLEOS CORPORATION2023 Stock Incentive Plan • February 14th, 2024 • NCR Atleos Corp • Calculating & accounting machines (no electronic computers) • Georgia
NCR Atleos Corporation, a Maryland corporation (the “Company”) pursuant to its 2023 Stock Incentive Plan, as it may be amended from time to time (the “Plan”) hereby grants you a number of [Time-Based] Restricted Stock Units (“RSUs”) in the amount set forth below (the “Award”). The Award is subject to all of the terms and conditions set forth in this [Time-Based] Restricted Stock Unit Award Agreement, including the exhibits attached hereto (this “Agreement”) and the Plan. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement.
MANUFACTURING SERVICES AGREEMENTManufacturing Services Agreement • July 21st, 2023 • NCR ATMCo, LLC • Calculating & accounting machines (no electronic computers)
As evidenced by the signatures below of their respective authorized officers, NCR Corporation and Terafina Software Solutions Private Limited (collectively “NCR”) and NCR Corporation India Private Limited (“Supplier”) (each, a “Party” and together, the “Parties”) enter into this Manufacturing Services Agreement, which consists of (a) the terms and conditions on this cover page, (b) the attached General Terms and Conditions, (c) the Exhibits and Attachments attached to the General Terms and Conditions and (d) the NCR Supplier Quality Manual, each effective as of the Commencement Date (collectively, the “Agreement”).
NCR ATLEOS CORPORATION2023 Stock Incentive Plan • February 14th, 2024 • NCR Atleos Corp • Calculating & accounting machines (no electronic computers) • Georgia
NCR Atleos Corporation, a Maryland corporation (the “Company”) pursuant to its 2023 Stock Incentive Plan, as it may be amended from time to time (the “Plan”) hereby grants you a number of [performance-based] Restricted Stock Units (“RSUs”) in the amount set forth below (the “Award”). The Award is subject to all of the terms and conditions set forth in this [Performance-Based] Restricted Stock Unit Award Agreement, including the exhibits attached hereto (this “Agreement”) and the Plan. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement.
