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Exhibit 10(e), Form 10-Q
For The Quarter Ended
March 31, 1996
Fiscal Year Ending
December 31, 1996
File No. 1-11237
NCR Corporation
1700 South Paterson Boulevard
Dayton, OH 45479
April 18, 1996
AT&T Capital Corporation
44 Whippany Road
Morristown, New Jersey 07960
AT&T Corp.
295 North Maple Avenue
Basking Ridge, NJ 07920
RE: Applicability of Intercompany Agreement
to NCR Corporation
Ladies and Gentlemen:
This letter is written in response to the request of AT&T Capital
Corporation ("Capital) to NCR Corporation ("NCR") that NCR confirm that it
agrees to be a party to the applicable terms of the Intercompany Agreement (the
"Intercompany Agreement") dated as of June 25, 1993 between AT&T Corp. (formerly
named American Telephone and Telegraph Company) ("AT&T") and Capital, following
the proposed spin-off of AT&T's interest in NCR to its stockholders (the
"Distribution").
NCR agrees that, following the Distribution, it will be a party to, and
will be bound by and have the benefits of, the following provisions of the
Intercompany Agreement as and to the extent it is currently bound thereunder as
an AT&T Entity: Articles I, III, IV, V (to the extent, with respect to Articles
III, IV and V, that any portion of the Lease Finance Portfolio, the NCR
Portfolio and the SLG Portfolio (as such terms are defined in the Intercompany
Agreement) administered by Capital under the Intercompany Agreement are
transferred to NCR or any of its Subsidiaries), VII, XI, XII, XIII, XIV and XV
(pursuant to which NCR will guarantee the obligations of its Subsidiaries) and
Sections 6.2 (only until the Distribution, in the case of such Section 6.2), 6.3
and 9.2. It is understood that the provisions of Articles II, VIII and X and
Section 6.1 of the Intercompany Agreement do not apply to NCR and will not be
binding on NCR following the Distribution. In addition, Capital agrees (for the
benefit of AT&T as well as NCR) that, although Section 15.1 shall survive the
Distribution (including with respect to NCR and its Subsidiaries prior to the
Distribution), following the Distribution NCR will no longer be deemed to be an
AT&T Entity within the meaning of the Intercompany Agreement, and AT&T will have
no liability to Capital for obligations of NCR and its Subsidiaries arising
after the Distribution.
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Except as set forth herein, this letter shall not augment, limit or
otherwise affect the rights or obligations (including without limitation
termination rights) of the parties under the Intercompany Agreement.
If you are in agreement with the foregoing, please sign in the space
provided below, whereupon this letter will constitute a binding agreement
between NCR and Capital.
Yours sincerely,
NCR Corporation
By: Laura K. Nuquist
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Laura K. Nuquist
Vice President and Secretary
Agreed and accepted:
AT&T Corp.
By: Marilyn J. Wasser
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Marilyn J. Wasser
Vice President-Law
and Secretary
AT&T Capital Corporation
By: Thomas C. Wajnert
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Thomas C. Wajnert
Chairman of the Board & CEO