Contract

EXHIBIT 10.2

REAFFIRMATION AGREEMENT dated as of August 22, 2012 (this “Agreement”), among XXX XXXXXXXXXXX (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 Credit Agreement referred to below.

WHEREAS, the Borrower, the Incremental Term Lenders (such term and each other capitalized term used but not defined herein having the meaning assigned to such term in the Credit Agreement), the Incremental Revolving Lenders and the Administrative Agent have agreed to an Incremental Facility Agreement dated as of the date hereof (the “Incremental Agreement”), which relates to the Credit Agreement dated as of August 22, 2011 (as may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among the Borrower, the Lenders from time to time party thereto and the Administrative Agent;

WHEREAS, each Reaffirming Party is party to one or more of the Security Documents;

WHEREAS, each Reaffirming Party expects to realize, or has realized, substantial direct and indirect benefits as a result of the Incremental Agreement becoming effective and the consummation of the transactions contemplated thereby;

WHEREAS, the execution and delivery of this Agreement is a condition precedent to the effectiveness of the Incremental Agreement and the consummation of the transactions contemplated thereby; and

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I Reaffirmation

SECTION 1.01. Reaffirmation. (a) Each Reaffirming Party hereby consents to the Incremental Agreement and the transactions contemplated thereby and hereby confirms its guarantees, pledges and grants of security interests under each Security Document to which it is party, and agrees that, notwithstanding the effectiveness of the Incremental Agreement, such guarantees, pledges and grants of security interests, shall continue to be in full force and effect and shall accrue to the benefit of the Secured Parties. Each Reaffirming Party further agrees to take any action that may be reasonably required or that is reasonably requested by the Administrative Agent to ensure compliance by the Borrower with Section 5.12 of the Credit Agreement and hereby

reaffirms its obligations under each similar provision of each Security Document to which it is party.

(b) Each Reaffirming Party party to any Security Document hereby confirms and agrees that the “Obligations” (or any term of like import) as defined or referenced in such documents will include the monetary obligations of the Borrower, including with respect to principal, interest, fees, indemnities and other amounts, attributable to or incurred in connection with the Incremental Term Loans and Incremental Revolving Commitments established pursuant to the Incremental Agreement, and any Loans, Letters of Credit or other credit extensions pursuant thereto.

SECTION 1.02. Credit Agreement as Amended. On and after the date on which the Incremental Agreement becomes effective in accordance with the terms thereof (the “Incremental Effective Date”), each reference, whether direct or indirect, in each Security Document to the “Credit Agreement” shall mean and be a reference to the Credit Agreement as amended by the Incremental Agreement (and any subsequent amendments, restatements, modifications or supplements as in effect from time to time).

ARTICLE II Representations and Warranties

Each Reaffirming Party hereby represents and warrants, which representations and warranties shall survive execution and delivery of this Agreement, as follows:

SECTION 2.01. Organization. Such Reaffirming Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.

SECTION 2.02. Authority; Enforceability. Such Reaffirming Party has all requisite power and authority to execute, deliver and carry out the terms and provisions of this Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Agreement. Such Reaffirming Party has duly executed and delivered this Agreement, and this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 2.03. Loan Documents. The representations and warranties of such Reaffirming Party contained in each Loan Document are true and correct in all material respects with the same effect as though made on the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct in all material respects as of such earlier date).

SECTION 2.04. Loan Parties. The Subsidiaries of the Borrower listed on Schedule A hereto, together with the Borrower, constitute all of the Loan Parties.

SECTION 2.05. Continuing Security Interest. None of the Security Documents such Reaffirming Party is party to on the Incremental Effective Date will be rendered invalid, non-binding or unenforceable against such Reaffirming Party as a result of the Incremental Agreement. Such Reaffirming Party’s guarantee created under such Security Documents will continue to guarantee the Obligations (including the Obligations attributable to the Incremental Term Loans and the Incremental Revolving Commitments and extensions of credit in connection therewith) to the same extent as it guaranteed the Obligations immediately prior to the Incremental Effective Date. The Liens created under such Security Documents will continue to secure the Obligations (including such incremental Obligations), and will continue to be perfected, in each case, to the same extent as they secured the Obligations or were perfected immediately prior to the Incremental Effective Date.

ARTICLE III Miscellaneous

SECTION 3.01. Notices. All notices hereunder shall be given in accordance with Section 9.01 of the Credit Agreement; provided that, for this purpose, the address of each Reaffirming Party shall be the one specified for the Borrower under the Credit Agreement.

SECTION 3.02. Security Document. This Agreement is a Security Document executed pursuant to the Credit Agreement and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions thereof.

SECTION 3.03. Effectiveness; Counterparts. This Agreement shall become effective on the date when (i) copies hereof which, when taken together, bear the signatures of each Reaffirming Party and the Administrative Agent, shall have been received by the Administrative Agent (or its counsel) and (ii) the Incremental Agreement has become effective in accordance with the terms thereof. This Agreement may not be amended nor may any provision hereof be waived except pursuant to a writing signed by each of the parties hereto. This Agreement 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 Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 3.04. No Novation. Neither this Agreement nor the execution, delivery or effectiveness of the Incremental Agreement shall extinguish the obligations for the payment of money outstanding under the Credit Agreement or

discharge or release the priority of any Security Document or any other security therefor. Nothing herein shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments securing the same, which shall remain in full force and effect. Nothing in or implied by this Agreement or in any other document contemplated hereby shall be construed as a release or other discharge of the Borrowers or any other Loan Party under any Security Document from any of its obligations and liabilities thereunder. Each of the Credit Agreement and the other Security Documents shall remain in full force and effect notwithstanding the execution and delivery of this Agreement.

SECTION 3.05. GOVERNING LAW; Incorporation by Reference. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. Notwithstanding anything to the contrary contained herein, the provisions of Sections 9.09 and 9.10 of the Credit Agreement are incorporated by reference herein, mutatis mutandis.

SECTION 3.06. No Other Amendments; Confirmation. Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Security Document, 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 other provision of the Credit Agreement or of any other Security Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

SECTION 3.07. Headings. The headings of this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

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IN WITNESS WHEREOF, the parties below have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

XXX XXXXXXXXXXX,
by	/s/ Xxxxxx X. Xxxxxxx
	Name: Xxxxxx X. Xxxxxxx
	Title: Senior Vice President and Chief Financial Officer

NCR UNITED KINGDOM HOLDINGS INC.,
by	/s/ Xxxxxxxx X. Xxxxxxx
	Name: Xxxxxxxx X. Xxxxxxx
	Title: President

NCR INTERNATIONAL, INC.,
by	/s/ Xxxxxxxx X. Xxxxxxx
	Name: Xxxxxxxx X. Xxxxxxx
	Title: Chairman and President

NCR INTERNATIONAL HOLDINGS, INC.,
by	/s/ Xxxxxxxx X. Xxxxxxx
	Name: Xxxxxxxx X. Xxxxxxx
	Title: President

RADIANT SYSTEMS, INC.,
by	/s/ Xxxxxx X. Xxxxxxx
	Name: Xxxxxx X. Xxxxxxx
	Title: Chief Financial Officer and Treasurer

RADIANT SYSTEMS INTERNATIONAL, INC.,
by	/s/ Xxxxxx X. Xxxxxxx
	Name: Xxxxxx X. Xxxxxxx
	Title: Chief Financial Officer, Executive Vice President, Senior Vice President and Treasurer

RADIANT PAYMENT SERVICES, LLC,
by	/s/ Xxxxxx X. Xxxxxxx
	Name: Xxxxxx X. Xxxxxxx
	Title: Chief Financial Officer and Treasurer

JPMORGAN CHASE BANK, N.A., as Administrative Agent,
by	/s/ Xxxx X. Xxxxxxxxx
	Name: Xxxx X. Xxxxxxxxx
	Title: Executive Director

Schedule A

to Reaffirmation Agreement

List of Reaffirming Subsidiary Loan Parties

1. NCR United Kingdom Holdings Inc.

2. NCR International, Inc.

3. NCR International Holdings, Inc.

4. Radiant Systems, Inc.

5. Radiant Systems International, Inc.

6. Radiant Payment Services, LLC