Fourth Amendment to Credit Agreement, dated as of February 14, 2017, between Diebold, Incorporated and JP Morgan Chase Bank, N.A. as administrative agent

EX-10.9(V) 5 dbd12312018ex-109v.htm EX-10.9(V) Exhibit

EXHIBIT 10.9(v)

EXECUTION VERSION

FOURTH AMENDMENT

THIS FOURTH AMENDMENT, dated as of February 14, 2017 (this “Amendment”), is among

DIEBOLD NIXDORF, INCORPORATED (f/k/a Diebold, Incorporated), an Ohio corporation (the

“Company”), and JPMORGAN CHASE BANK, N.A., a national banking association, as Administrative

Agent, 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 and that Third Amendment, dated as of August 16, 2016 (the “Existing

Credit Agreement”, as amended by this Amendment and as further amended, restated, modified or

supplemented from time to time, the “Credit Agreement”). Terms used but not defined herein shall have the

respective meanings ascribed thereto in the Existing Credit Agreement.

ARTICLE I. AMENDMENTS.

1.1 Pursuant to Section 8.2.4 of the Existing Credit Agreement, Section 5.12 of the Existing

Credit Agreement is hereby amended by replacing the final sentence thereof in its entirety with: “The

proceeds of the Delayed Draw Term A Facility shall be used for general corporate purposes and the proceeds

of the Term B Facility shall only be used for Certain Funds Purposes.”

1.2 Pursuant to Section 8.2.4 of the Existing Credit Agreement, Section 6.2(a) of the Existing

Credit Agreement is hereby amended by replacing clause (ii) thereof in its entirety with: “(ii) use the

proceeds of the Advances under the Delayed Draw Term A Facility for general corporate purposes and under

the Term B Facility for Certain Funds Purposes only.”

1.3 Furthermore, it is agreed that each Advance under the Delayed Draw Term A Facility shall

be subject only to the conditions set forth in Section 4.4 of the Credit Agreement (for the avoidance of doubt,

with applicable references to Revolving Credit Lenders and Revolving Credit Loans to be deemed references

to Delayed Draw Term A Lenders and Delayed Draw Term A Loans for such purpose).

ARTICLE II. REPRESENTATIONS. Each of the Company and the Subsidiary Borrowers (insofar

as such representations and warranties relate to such Subsidiary Borrower) makes the representations and

warranties in Article V of the Credit Agreement and confirms that such representations and warranties are

true and correct as of the date hereof, except to the extent any such representation or warranty relates solely to

an earlier date, in which case such representation or warranty shall be true and correct on and as of such

earlier date. Additionally, the Company represents and warrants that immediately before and after giving

effect to this Amendment on the date hereof, no Default or Unmatured Default has occurred and is

continuing.

ARTICLE III. CONDITIONS TO EFFECTIVENESS. This Amendment shall become effective

on the first date on which this Amendment is duly executed and delivered by the Borrowers, the

Administrative Agent and the Lenders holding more than 50% of the aggregate amount of extensions of

credit and unused Commitments under the Delayed Draw Term A Facility.

ARTICLE IV. MISCELLANEOUS.

4.1 On and after the date hereof, references in the Credit Agreement or in any other Loan

Document to the Credit Agreement shall be deemed to be references to the Credit Agreement as amended

hereby and as further amended, restated, modified or supplemented from time to time. This Amendment

shall constitute a Loan Document.

4.2 Except as expressly amended hereby, each of the Borrowers agrees that the Credit

Agreement and the other Loan Documents are ratified and confirmed and shall remain in full force and effect

in accordance with their terms and that they are not aware of any set off, counterclaim, defense or other claim

or dispute with respect to any of the foregoing. Except as expressly set forth herein, the execution, delivery

and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any

Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any

provision of any of the Loan Documents. Nothing herein shall be deemed to entitle any Borrower to any

future consent to, or waiver, amendment, modification or other change of, any of the terms, conditions,

obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in

similar or different circumstances.

4.3 This Amendment may be executed in any number of counterparts, all of which taken

together shall constitute one agreement, and any of the parties hereto may execute this Amendment by

signing any such counterpart. Delivery of an executed counterpart of a signature page of this Amendment by

telecopy or electronic mail message shall be effective as delivery of a manually executed counterpart of this

Amendment.

4.4 This Amendment shall be construed in accordance with and governed by the law of the State

of New York.

4.5 Any provision in this Amendment that is held to be inoperative, unenforceable, or invalid in

any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the

remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any

other jurisdiction, and to this end the provisions of this Amendment are declared to be severable.

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

DIEBOLD NIXDORF, INCORPORATED

By: /s/ David Kuhl

Name: David Kuhl

Title: Vice President, Tax & Treasury

DIEBOLD SELF-SERVICE SOLUTIONS S.ar.l

By: /s/ Nisheet Gupta

Name: Nisheet Gupta

Title: Authorized Signatory

JPMORGAN CHASE BANK N.A., as Administrative Agent and as a Delayed Draw Term A Lender

By: /s/ Tracy Martinov

Name: Tracy Martinov

Title: Authorized Signatory

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Delayed Draw Term A Lender

By: /s/ William O'Daly

Name: William O'Daly

Title: Authorized Signatory

By: /s/ Joan Park

Name: Joan Park

Title: Authorized Signatory

PNC BANK, NATIONAL ASSOCIATION, as a Delayed Draw Term A Lender

By: /s/ Scott D. Beran

Name: Scott D. Beran

Title: Senior Vice President

US Bank, National Association, as a Delayed Draw Term A Lender

By: /s/ Patrick McGraw

Name: Patrick McGraw

Title: Senior Vice President

The Bank of Tokyo Mitsubishi UFJ, Ltd., as a Delayed Draw Term A Lender

By: /s/ Patrick McGraw

Name: Thomas Danielson

Title: Authorized Signatory

BANK OF AMERICA, N.A., as a Delayed Draw Term A Lender

By: /s/ Sara Just

Name: Sara Just

Title: Vice President

HSBC Bank USA, N.A., as a Delayed Draw Term A Lender

By: /s/ Ross P Graney

Name: Ross P Graney

Title: Assistant Vice President

The Bank of Nova Scotia, as a Delayed Draw Term A Lender

By: /s/ Sangeeta Shah

Name: Sangeeta Shah

Title: Director

Fifth Third Bank, as a Delayed Draw Term A Lender

By: /s/ Robert Urban

Name: Robert Urban

Title: Managing Director

Commerzbank AG, New York Branch, as a Delayed Draw Term A Lender

By: /s/ Tom Kang

Name: Tom Kang

Title: Director

By: /s/ Anne Culver

Name: Anne Culver

Title: Assistant Vice President

ING Bank N.V., Dublin Branch as a Delayed Draw Term A Lender

By: /s/ Sean Hassett

Name: Sean Hassett

Title: Director

By: /s/ Shaun Hawley

Name: Shaun Hawley

Title: Director