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Exhibit 10(f), Form 10-Q
For The Quarter Ended
March 31, 1996
Fiscal Year Ending
December 31, 1996
File No. 1-11237
AT&T Corp.
295 North Maple Avenue
Basking Ridge, NJ 07920
April 18, 1996
NCR Corporation
1700 South Paterson Boulevard
Dayton, Ohio 45479
AT&T Capital Corporation
44 Whippany Road
Morristown, New Jersey 07960
RE: License to Use NCR Name and Mark
Ladies and Gentlemen:
This letter is written in response to the request of AT&T Capital
Corporation ("Capital") to AT&T Corp. ("AT&T"), pursuant to Section 2.6(a) of
the License Agreement dated as of June 25, 1993 between AT&T and Capital as
heretofore amended and supplemented (the "License Agreement"), that Capital and
its Subsidiaries be granted a license to use the name "NCR", and associated
service marks, in connection with the provision of Financing Services and Other
Permitted Services pursuant to the Operating Agreement between NCR Corporation
("NCR") and Capital (the "Operating Agreement"). All capitalized terms used
herein without definition have the meanings ascribed to such terms in the
License Agreement.
AT&T and NCR are willing to grant an appropriate license to Capital and
to Capital's Subsidiaries (as defined in the License Agreement) engaged in
providing Financing Services and Other Permitted Services pursuant to the
Operating Agreement, by supplementing Schedule A to the License Agreement in the
form attached hereto (the "Supplement"), entitling Capital and such Subsidiaries
to use the Additional Applicable Marks (as defined in the Supplement) in
connection therewith. Such license is hereby granted on the terms set forth in
the License Agreement as modified hereby and by the Supplement, and NCR agrees
to be entitled to the benefits of and to be bound by the License Agreement as so
modified.
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If you are in agreement with the foregoing and the Supplement, and
agree that AT&T is hereby complying in full with its obligations under Section
2.6 of the License Agreement with respect to the current trade names and service
marks of NCR, please sign in the spaces provided below and on the Supplement.
Upon execution by Capital and NCR of a counterpart hereof and of the Supplement,
this letter and the Supplement will constitute a binding agreement among AT&T,
NCR and Capital (and Capital's Subsidiaries signatory to the License Agreement,
which Capital represents that it has authority to bind), supplementing and
amending the License Agreement to the extent set forth herein and in the
Supplement. Except as set forth herein and in the Supplement, this letter and
the Supplement shall not augment, limit or otherwise affect the rights or
obligations (including without limitation termination rights) of the parties
under the License Agreement.
Yours sincerely,
AT&T Corp.
By: Marilyn J. Wasser
------------------
Marilyn J. Wasser
Vice President-Law
and Secretary
Agreed and accepted:
NCR Corporation
By: Laura K. Nuquist
-----------------
Laura K. Nuquist
Vice President
and Secretary
Agreed and accepted:
AT&T Capital Corporation
By: Thomas C. Wajnert
------------------
Thomas C. Wajnert
Chairman of the Board & CEO
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Supplement to Schedule A to License Agreement
In contemplation of the distribution by AT&T Corp. ("AT&T") of
its interest in NCR Corporation ("NCR") to AT&T's share owners (the
"Distribution"), Schedule A to the License Agreement dated as of June 25, 1993
between AT&T (formerly named American Telephone and Telegraph Company) and AT&T
Capital Corporation as heretofore supplemented and amended (the "License
Agreement") is hereby further amended and supplemented by adding the trade names
set forth under "Other Group Members" below (the "Additional Applicable Trade
Names") and the related corporate signatures and service marks shown below (the
"Additional Applicable Service Marks" and, together with the Additional
Applicable Trade Names, the "Additional Applicable Marks"), subject to the
provisions set forth below. All capitalized terms used herein without definition
have the meanings ascribed to such terms in the License Agreement. As used in
this Supplement, the term "Group Members" shall mean all Subsidiaries of the
Licensee entitled to use the Additional Applicable Marks hereunder.
MARKS, APPLICABLE TRADE NAMES AND
APPLICABLE SERVICE MARKS
Corporate Names and Other Marks
Licensee:
The Additional Applicable Marks shall be licensed to the Licensee;
provided that the Licensee shall not use such Additional Applicable
Marks in its corporate name or as part of an assumed, fictitious or
"doing business" name. In Section 2.1 of the License Agreement (as
amended by the letter agreement dated May 30, 1995 between AT&T and
AT&T Capital Corporation), only clause (ii) of the first sentence and
only clause (z) of the second sentence shall be applicable to NCR.
Other Group Members:
The Additional Applicable Trade Names set forth below shall be licensed
to any Subsidiary of the Licensee that does not have a corporate name
in which the name "AT&T" or "Lucent" (or the name of a NCR competitor)
appears, including, without limitation, any of the following (which may
include corporate or other legal entity identifiers, such as "Corp.",
"Company" or "LLC"):
NCR Capital
NCR Credit
NCR Leasing
NCR Finance
and other comparable names, that use "NCR" in conjunction with
"Capital", "Finance", "Leasing" or "Credit").
Notwithstanding the foregoing, prior to the Distribution, any
Subsidiary of the Licensee may use the Additional Applicable Trade
Names pursuant to the License Agreement, as modified hereby.
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Additional Applicable Service Marks
[NCR logos]
The above corporate logos and signatures may be used by the Licensee and the
Group Members referred to above only in conjunction with the Additional
Applicable Trade Names described in this Supplement; provided such use (in terms
of size, color, prominence and other graphic matters) complies with the standard
guidelines to be provided to Capital by NCR from time to time with respect to
such matters.
Notwithstanding anything to the contrary in the License
Agreement, the license granted to the Licensee and the Group Members specified
above to use the Additional Applicable Marks shall be limited as follows:
1. Without NCR's prior written consent, neither the Licensee
nor any Group Member shall use any Additional Applicable Mark in connection with
(A) offering or issuing any Securities (except that the Licensee or any Group
Member may use such Additional Applicable Marks in connection with issuing any
Securities to the Licensee or its Affiliates or any other Person that is a
co-venturer of the Licensee or its Affiliates, provided that the Licensee
retains direct or indirect control over such Group Member), (B) entering into
any loan or credit agreement or interest rate or currency exchange or other
agreement with any financial institution (or institutions) or other Person (or
Persons) (other than the Licensee or its Affiliates or any other Person that is
a co-venturer of the Licensee or its Affiliates, provided that the Licensee
retains direct or indirect control over such Group Member) or (C) otherwise
incurring indebtedness for borrowed money or obtaining equity investments from
any Person (other than the Licensee or its Affiliates or any other Person that
is a co-venturer of the Licensee or its Affiliates, provided that the Licensee
retains direct or indirect control over such Group Member).
2. To the extent applicable to the Additional Applicable Marks
(or additional trade names or service marks licensed by NCR or its Subsidiaries
pursuant to the License Agreement), all references to "AT&T", the "AT&T
Entities" or the "Licensor" contained in the License Agreement shall be deemed
to refer to NCR (and its Subsidiaries, as applicable), and all references
therein to the "parties" shall be deemed to include NCR, except where such an
interpretation would be unreasonable; provided, however, that NCR makes no
representation or warranty with respect to the ownership, validity and
non-infringing use of the Additional Applicable Service Marks, and, accordingly,
Sections 5.1(ii) and (iii) shall not apply to NCR with respect to the Additional
Applicable Service Marks, except that NCR will indemnify and hold harmless
Capital and its Subsidiaries against
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third party claims against NCR and Capital or any of its Subsidiaries for money
damages arising out of Capital's and its Subsidiaries' use of the Additional
Applicable Service Marks in accordance with the Licence Agreement as amended
hereby, other than claims arising solely out of Capital's and its Subsidiaries'
use of the Additional Applicable Service Marks.
3. No Additional Applicable Mark shall be used together with
any other Mark (including without limitation, in connection with Financing
Services or Other Permitted Services, the marks "AT&T" and "Lucent" and
affiliated corporate signatures), except to the extent the Licensee is entitled
to so use such Additional Applicable Mark in conjunction with the "AT&T" Mark
pursuant to the License Agreement during the term thereof.
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This Supplement to Schedule A to License Agreement is duly
executed by the undersigned as of this 18th day of April, 1996.
AT&T Corp.
By: Marilyn J. Wasser
-----------------
Marilyn J. Wasser
Vice President-Law
and Secretary
NCR Corporation
By: Laura K. Nuquist
----------------
Laura K. Nuquist
Vice President
and Secretary
AT&T Capital Corporation
By: Thomas C. Wajnert
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Thomas C. Wajnert
Chairman of the Board & CEO