CREDIT AGREEMENT dated as of December 29, 2022 GLAS USA LLC,Credit Agreement • January 5th, 2023 • DIEBOLD NIXDORF, Inc • Calculating & accounting machines (no electronic computers) • New York
THIS CREDIT AGREEMENT (this “Agreement”), dated as of December 29, 2022, is among DIEBOLD NIXDORF, INCORPORATED, an Ohio corporation (the “Company”), DIEBOLD NIXDORF HOLDING GERMANY GMBH (the “Borrower”), the Lenders from time to time parties hereto (as defined below), GLAS USA LLC, as administrative agent (the “Administrative Agent”) and GLAS AMERICAS LLC, as collateral agent (the “Collateral Agent”).
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • January 5th, 2023 • DIEBOLD NIXDORF, Inc • Calculating & accounting machines (no electronic computers) • New York
First Supplemental Indenture (this “First Supplemental Indenture”), dated as of December 29, 2022, by and among Diebold Nixdorf Dutch Holding B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under Dutch law (the “Issuer”), Diebold Nixdorf, Incorporated, an Ohio corporation (the “Company”), the existing Guarantors (as defined in the Indenture referred to below) party thereto, and each of the guaranteeing subsidiaries listed under Schedule I (the “Guaranteeing Subsidiaries”), all of which are subsidiaries of the Company, Elavon Financial Services DAC, as paying agent, transfer agent and registrar, U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) and U.S. Bank Trustees Limited, as notes collateral agent (the “Existing Notes Collateral Agent”), and GLAS Americas LLC, as replacement collateral agent under the Indenture (the “New Notes Collateral Agent”).
UNIT AGREEMENTUnit Agreement • January 5th, 2023 • DIEBOLD NIXDORF, Inc • Calculating & accounting machines (no electronic computers) • New York
UNIT AGREEMENT, dated as of December 29, 2022, by and between Diebold Nixdorf, Incorporated, an Ohio corporation (the “Company”), and U.S. Bank Trust Company, National Association, acting solely as Units Trustee under this Agreement (in its capacity as Units Trustee, the “Units Trustee,” except to the extent that this Agreement specifically states that the Units Trustee is acting in another capacity), as trustee under the Indenture described below (in its capacity as trustee under the Indenture, the “Trustee”), and as warrant agent under the Warrant Agreement described below (in its capacity as warrant agent under the Warrant Agreement, the “Warrant Agent”).
WARRANT AGREEMENTWarrant Agreement • January 5th, 2023 • DIEBOLD NIXDORF, Inc • Calculating & accounting machines (no electronic computers) • New York
TWELFTH AMENDMENTTrademark Security Agreement • January 5th, 2023 • DIEBOLD NIXDORF, Inc • Calculating & accounting machines (no electronic computers) • New York
THIS TWELFTH AMENDMENT, dated as of December 29, 2022 (this “Amendment”), is among DIEBOLD NIXDORF, INCORPORATED (f/k/a Diebold, Incorporated), an Ohio corporation (the “Company”), JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent (in such capacity, the “Administrative Agent”), the other Subsidiary Borrowers party hereto and the Lenders party hereto, and amends that certain Credit Agreement, dated as of November 23, 2015 (as amended by that certain Replacement Facilities Effective Date Amendment, dated as of December 23, 2015, that Second Amendment, dated as of May 6, 2016, that Third Amendment, dated as of August 16, 2016, that Fourth Amendment, dated as of February 14, 2017, that Incremental Amendment, dated as of May 9, 2017, that Fifth Amendment, dated as of April 17, 2018, that Sixth Amendment and Incremental Amendment, dated as of August 30, 2018, that Seventh Amendment, dated as of August 7, 2019, that Eighth Amendment, dated as of February 27, 2
FIFTH SUPPLEMENTAL INDENTUREDIEBOLD NIXDORF, Inc • January 5th, 2023 • Calculating & accounting machines (no electronic computers) • New York
Fifth Supplemental Indenture (this “Fifth Supplemental Indenture”), dated as of December 29, 2022, by and among Diebold Nixdorf, Incorporated, an Ohio corporation (the “Company”), each Guarantor (as defined in the Indenture referred to below) listed on the signature pages hereto (all of which are subsidiaries of the Company), and U.S. Bank Trust Company, National Association, as trustee under the Indenture referred to below (in such capacity, the “Trustee”).
