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:
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”).
PATENT AND TECHNOLOGY CROSS-LICENSE AGREEMENTPatent and Technology Cross-License Agreement • October 18th, 2023 • NCR Atleos Corp • Calculating & accounting machines (no electronic computers) • Maryland
This Patent and Technology Cross-License Agreement (“Agreement”) is made as of October 16, 2023 by and between NCR Voyix Corporation, a Maryland corporation (“NCR”), and NCR Atleos Corporation, a Maryland Corporation (“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 VOYIX CORPORATION and NCR ATLEOS CORPORATION Dated as of October 16, 2023Separation and Distribution Agreement • October 18th, 2023 • NCR Atleos Corp • Calculating & accounting machines (no electronic computers) • Maryland
THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), is entered into as of October 16, 2023, by and between NCR Voyix Corporation (f/k/a/ NCR Corporation), a Maryland corporation (“NCR”), and NCR Atleos Corporation, a Maryland corporation (“ATMCo”) (each a “Party” and together, the “Parties”).
TRADEMARK LICENSE AND USE AGREEMENTTrademark License and Use Agreement • October 18th, 2023 • NCR Atleos Corp • Calculating & accounting machines (no electronic computers) • Maryland
This Trademark License and Use Agreement (“Agreement”) is made and effective as of October 16, 2023 by and between NCR Voyix Corporation, a Maryland corporation (“NCR”), and NCR Atleos Corporation, a Maryland Corporation (“ATMCo”). (NCR and ATMCo may be referred to hereinafter collectively as the “Parties” and individually as a “Party”.)
TAX MATTERS AGREEMENT by and between NCR VOYIX CORPORATION and NCR ATLEOS CORPORATION Dated as of October 16, 2023Tax Matters Agreement • October 18th, 2023 • NCR Atleos Corp • Calculating & accounting machines (no electronic computers) • Maryland
THIS TAX MATTERS AGREEMENT (this “Agreement”), is entered into as of October 16, 2023, by and between NCR Voyix Corporation (f/k/a NCR Corporation), a Maryland corporation (“NCR”), and NCR Atleos Corporation, a Maryland corporation (“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.
TRANSITION SERVICES AGREEMENT BY AND BETWEEN NCR VOYIX CORPORATION and NCR ATLEOS CORPORATION Dated as of October 16, 2023Transition Services Agreement • October 18th, 2023 • NCR Atleos Corp • Calculating & accounting machines (no electronic computers) • Maryland
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of October 16, 2023 (the “Effective Date”), between NCR Voyix Corporation (f/k/a/ NCR Corporation), a Maryland corporation (“NCR”), and NCR Atleos Corporation, 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 VOYIX CORPORATION and NCR ATLEOS CORPORATION DATED AS OF OCTOBER 16, 2023Employee Matters Agreement • October 18th, 2023 • NCR Atleos Corp • Calculating & accounting machines (no electronic computers) • Maryland
THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”), is entered into as of October 16, 2023 (the “Effective Date”), by and between NCR Voyix Corporation (f/k/a/ NCR Corporation), a Maryland corporation (“NCR”), and NCR Atleos Corporation, a Maryland corporation (“ATMCo”) (each a “Party” and together, the “Parties”).
MASTER SERVICES AGREEMENTMaster Services Agreement • October 18th, 2023 • NCR Atleos Corp • Calculating & accounting machines (no electronic computers) • New York
This MASTER SERVICES AGREEMENT (this “Master Agreement”), dated as of October 16, 2023 (the “Effective Date”), is entered into between NCR Voyix Corporation, a Maryland corporation (“NCR”), and Cardtronics USA, Inc. (“ATM Co”). “Party” or “Parties” means NCR and/or ATM Co, individually or collectively, as the case may be.
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”).
MANUFACTURING SERVICES AGREEMENTManufacturing Services Agreement • October 18th, 2023 • NCR Atleos Corp • Calculating & accounting machines (no electronic computers)
As evidenced by the signatures below of their respective authorized officers, NCR Voyix Corporation and Terafina Software Solutions Private Limited (collectively “NCR Voyix”) 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 Voyix Supplier Quality Manual, each effective as of the Commencement Date (collectively, the “Agreement”).
