Item 1.01.
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Entry into a Material Definitive Agreement.
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As previously disclosed in its Current Reports on Form 8-K
filed with the SEC on November 23, 2015, December 28, 2015 and April 6, 2016, Diebold, Incorporated (the Company) entered into a revolving and term loan credit agreement (as amended, the Credit Agreement),
dated as of November 23, 2015, among the Company and certain of the Companys subsidiaries, as borrowers, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders named therein. On May 6, 2016 (the Effective
Date), the Company entered into the Second Amendment to the Credit Agreement among the Company, certain of the Companys subsidiaries, the lenders identified therein and JPMorgan Chase Bank, N.A., as Administrative Agent, pursuant to
which the Credit Agreement was amended to, among other things, (i) allow the Term Loan B facility to consist of a $1,000,000,000 USD-denominated tranche that will bear interest at LIBOR, subject to a 0.75% floor, plus an applicable margin of
4.50%, (or, at the Companys option, prime rate, subject to a 1.75% floor, plus an applicable margin of 3.50%) and a 350,000,000 euro-denominated tranche that will bear interest at EURIBOR, subject to a 0.75% floor, plus an applicable
margin of 4.25%, as previously disclosed, (ii) add certain technical provisions with respect to the impact of European Union bail-in banking legislation on liabilities of certain non-U.S. financial institutions, (iii) extend the repricing
premium of 1.00% in relation to the Term Loan B Facility from six (6) months to twelve (12) months and (iv) remove the most favored nation (MFN) sunset applicable to any incremental Term B facility. On May 6, 2016,
the Company borrowed fully the amounts available under the USD-denominated tranche and the euro-denominated tranche provided by the Term Loan B Facility, which borrowings were funded into escrow and will be used to fund a portion of the purchase
price of the Companys previously announced potential acquisition of Wincor Nixdorf Aktiengesellschaft (Wincor Nixdorf).
The Credit
Agreement continues to be guaranteed by certain of the Companys domestic subsidiaries. Borrowings under the Credit Agreement will bear interest at, based on the Companys election, the prime rate or LIBOR (subject to specified floors)
plus an applicable margin, determined by reference to the Companys total net leverage ratio.
The Credit Agreement contains affirmative and negative
covenants usual and customary for facilities and transaction of this type including, but not limited to: delivery of financial information; use of proceeds; delivery of notices of default; conduct of business (including maintenance of existence and
rights); taxes; insurance; compliance with laws; properties and inspection; collateral matters and further assurances; maintenance of ratings; guaranties; limitations on mergers, consolidations and fundamental changes; limitations on sales of
assets; limitations on investments and acquisitions; limitations on liens; limitations on transactions with affiliates; limitations on indebtedness; limitations on negative pledge clauses; limitations on restrictions on subsidiary distributions;
limitations on hedge agreements; limitations on receivables indebtedness; limitations on restricted payments; limitations on certain payments of indebtedness; limitations on amendments to organizational documents; MFN requirements
regarding certain additional covenants; and covenants regarding the Companys tender offer for the outstanding shares of and proposed business combination with Wincor Nixdorf.
In addition, the Credit Agreement includes a maximum consolidated net leverage ratio and a minimum consolidated interest coverage ratio. The Credit Agreement
also contains certain events of default regarding: inaccuracy of representations and warranties, certificates or other written information in any material respect; nonpayment of principal, interest, fees or other amounts; breach of covenants; cross
payment default and cross default to indebtedness or net hedging obligations in excess of $50 million; voluntary and involuntary bankruptcy or insolvency proceedings; condemnation reasonably likely to have a material adverse effect; unpaid material
judgments; certain pension and benefit events; certain environmental events reasonably expected to have a material adverse effect; change of control; and actual
or asserted invalidity of the facilities documentation, guarantees or security documentation or, after effectiveness thereof, a domination agreement with respect to Wincor Nixdorf, and failure
(after the grant thereof) to maintain a perfected first priority security interest on a material portion of the collateral, in each case with grace periods, thresholds, qualifications and exceptions detailed in the Credit Agreement.
The foregoing description of the Credit Agreement as amended by the Second Amendment is qualified in its entirety by reference to the full text of the Second
Amendment, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
In the ordinary course of business, certain of the lenders under
the Credit Agreement and their affiliates have provided, and may in the future provide, investment banking, commercial banking, cash management, foreign exchange or other financial services to the Company for which they have received, and may in the
future receive, compensation.