DGAP-CMS: Diebold Nixdorf, Incorporated: Release according to Article 50 of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 30, 2018

Diebold Nixdorf, Incorporated

(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code: (330) 490-4000

Not Applicable
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On August 30, 2018 (the 'Sixth Amendment Effective Date'), Diebold Nixdorf, Incorporated (the ' Company '), its borrowing subsidiaries referred to therein, the guarantors referred to therein, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders named therein entered into a sixth amendment and incremental amendment (the ' Amendment ') to its credit agreement, dated as of November 23, 2015 (as amended, amended and restated, modified or supplemented from time to time, the (' Credit Agreement ').

The Amendment (i) amends the financial covenants set forth in Sections 6.22 and 6.23 of the Credit Agreement, (ii) establishes a new senior secured incremental term A-1 facility in an aggregate principal amount of $650,000,000 (the ' Term A-1 Facility ') and (iii) makes certain other changes to the Credit Agreement as set forth therein. The interest rate with respect to the Term A-1 Facility is based on, at the Company's option, (i) alternative base rate plus 8.25% or (ii) a eurocurrency rate plus 9.25%.

The Term A-1 Facility will be subject to (i) a maximum consolidated net leverage ratio, (ii) a minimum consolidated interest coverage ratio and (iii) certain covenant reset triggers (' Covenant Reset Triggers '), each as more specifically described within the Sixth Amendment. Upon the occurrence of any Covenant Reset Trigger, the financial covenant levels will automatically revert to previous financial covenant levels in effect prior to the Sixth Amendment. As contemplated by certain of the Covenant Reset Triggers, the Company will evaluate the provision of, and in the future may provide, additional collateral to secure its obligations under the Credit Agreement, including the Term A-1 Facility.

The Term A-1 Facility will mature on the fourth anniversary of the Sixth Amendment Effective Date.

Proceeds of the Term A-1 Facility will be used by the Company to (i) fund the purchase of the tendered and remaining shares of Wincor Nixdorf AG not owned by Diebold Nixdorf Holding Germany Inc. & Co KGaA, a directly owned subsidiary of the Company, (ii) make optional prepayments of existing term A loans in an amount of $130,000,000 and to permanently reduce revolving credit commitments in an amount of $20,000,000, (iii) make a purchase pursuant to an offer open to all term B lenders on a pro rata basis for $100,000,000 in face principal amount of term B loans, with any such term B lenders that tender their term B loans consenting to the Amendment and (iv) to the extent of any remaining proceeds, for general corporate and working capital purposes.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated herein by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits. (d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 10.1
EXECUTION VERSION

SIXTH AMENDMENT AND INCREMENTAL AMENDMENT

SIXTH AMENDMENT AND INCREMENTAL AMENDMENT, dated as of August 30, 2018 (this ' Amendment '), among Diebold Nixdorf, Incorporated (f/k/a Diebold, Incorporated), an Ohio corporation (' Company '), the other Subsidiary Borrowers party hereto, the Guarantors party hereto, the Lenders party hereto, and JPMorgan Chase Bank, N.A. (' JPMorgan '), as administrative agent (in such capacity, the ' Administrative Agent '). Capitalized terms used herein but not otherwise defined have the meanings assigned to such terms in the Credit Agreement (as hereinafter defined).

W I T N E S S E T H:

WHEREAS, the Borrowers, the several lenders from time to time party thereto prior to giving effect to this Amendment, the other agents party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, previously entered into 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, and that Fifth Amendment, dated as of April 17, 2018 (the ' Existing Credit Agreement ', and as amended by this Amendment and as further amended, restated, modified or supplemented from time to time, the ' Credit Agreement ');

WHEREAS, the Company and the Required TLA/RC Lenders party hereto wish to amend the Existing Credit Agreement pursuant to Section 8.2.4 of the Existing Credit Agreement to amend the financial covenants set forth in Sections 6.22 and 6.23 of the Existing Credit Agreement as described in this Amendment;

WHEREAS, the Company has also requested the establishment, pursuant to Section 2.19 of the Existing Credit Agreement, immediately following the effectiveness of this Amendment and the Waiver (as defined below), of an Incremental Term Facility denominated in Dollars (the ' Term A-1 Facility ') in an aggregate principal amount equal to $650,000,000 (the ' Term A-1 Loans ');

WHEREAS, (i) the Lenders party hereto (who together constitute Required TLA/RC Lenders and Required Lenders), the Borrowers and the Administrative Agent wish to enter into this Amendment to modify the Existing Credit Agreement as set forth herein and (ii) the Term A-1 Lenders party hereto, the Borrowers and the Administrative Agent also wish to amend the Existing Credit Agreement to establish the Term A-1 Facility on the terms set forth in Annex A hereto; and

WHEREAS, each Person who executes and delivers this Amendment as a Term A-1 Lender will make Term A-1 Loans under the Credit Agreement on the Sixth Amendment Effective Date (as defined below) to the Company as set forth below in the amount set forth opposite the Term A-1 Lender's name on Annex C hereto, the proceeds of which will be used by the Company (i) to fund the purchase by Diebold Nixdorf Holding Germany Inc. & Co. KGaA, f/k/a Diebold Holding Germany Inc. & Co. KGaA, a directly owned Subsidiary of the Company (' KGaA '), of the Tendered Shares (as defined in the Credit Agreement) as soon as reasonably practicable (in

accordance with the terms of the applicable settlement offer, the Domination Agreement, and/or any applicable squeeze-out merger or the like) after the borrowing under the Term A-1 Facility (with such funds to be held in the Redemption Account (as defined in the Credit Agreement) pending the transfer of funds to a settlement account or any other account which has been established as required or practical in connection with the squeezeout merger or the like), (ii) to fund the placement by the Company of EUR 123,444,522.60 (the ' Redemption Amount ') into a segregated account subject to control or other arrangements reasonably satisfactory to the Administrative Agent (the ' Redemption Account ') to be used to redeem or otherwise acquire (including by way of a squeeze-out merger or the like) the Remaining Minority Shares (provided that, on and after the date that is 18 months after the Sixth Amendment Effective Date, if the amount on deposit in the Redemption Account is less than $25,000,000, the amounts on deposit in the Redemption Account shall be released from such account to the Company to be applied in accordance with the following clause (vi)), (iii) to prepay Term A Loans outstanding under the Existing Credit Agreement in an amount of $130,000,000, which shall be applied to the remaining installments thereof in direct order of maturity, (iv) to permanently reduce Revolving Credit Commitments in an amount of $20,000,000, (v) to purchase pursuant to an offer open to all Term B Lenders on a pro rata basis in an amount of $100,000,000 in face principal amount of Term B Loans and (vi) to the extent any excess proceeds exist after accounting for the preceding uses (subject to, in the case of the amount on deposit in the Redemption Account the proviso of clause (ii) of this paragraph), for general corporate purposes and working capital.

WHEREAS, each of the undersigned hereby consents to the terms of this Amendment.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto hereby agree as follows:

SECTION 1.Certain Amendments to the Existing Credit Agreement.

(a)The Existing Credit Agreement is, effective as of the Sixth Amendment Effective Date, hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text ) and to add the double-underlined text (indicated textually in the same manner as the following example: blue text ) as set forth in the pages of the Existing Credit Agreement attached as Annex A hereto.

(b)The Existing Credit Agreement is, effective as of the Sixth Amendment Effective Date, hereby amended to add Annex B hereto as Annex I to the Credit Agreement.

(c)From and after the Sixth Amendment Effective Date, the Existing Credit Agreement is hereby deemed modified so that (i) with respect to Sections 6.15(x) and 6.18(xvii) of the Credit Agreement, references therein to Section 6.22 (and the Total Net Leverage Ratio as used therein) shall be deemed to reference such terms as they exist after giving effect to the Amendment and (ii) the form of Compliance Certificate is deemed modified so that it shall require a certification that no Covenant Reset Trigger has occurred and require calculations of the financial covenants set forth in Sections 6.22 and 6.23, after giving effect to this Amendment.

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(d)Each of the undersigned hereby consents to (i) the Amendment and the modification of the Loan Documents as contemplated thereby, (ii) the establishment of the Term A-1 Facility on the terms set forth in Annex A hereto and (iii) the auction procedures for Term B Loans posted to the Term B Lenders by the Administrative Agent in connection herewith and the repurchase of the Term B Loans pursuant thereto (which shall be deemed to occur immediately after giving effect to the Amendment) (the ' Term B Repurchase ') and permanent cancellation of such Term B Loans effective immediately upon their repurchase.

(e)The Lenders party hereto that constitute Required Lenders agree not to vote in favor of any of any amendments, waivers or other modifications of any Loan Documents, including any modification of this protection, that would (without the consent of each Lender adversely affected thereby):

(i)adversely affect the ranking as to right of payment (it being understood that 'right of payment' refers to contractual ranking, lien priority or payment priority (including, but not limited to, pursuant to Section 2.10(b), Section 12.2 and Section 17.4 of the Credit Agreement or other similar provisions) of the Revolving Credit Lenders, Term A Lenders, Term A-1 Lenders or Term B Lenders;

(ii)release all or substantially all of the Collateral securing the Obligations owing to the Revolving Credit Lenders, Term A Lenders Term A-1 Lenders or Term B Lenders other than in accordance with the Loan Documents; and/or

(iii)release any material Guarantor in respect of the Obligations other than otherwise in accordance with the Loan Documents.

(f)Each Lender party hereto acknowledges and confirms that notice of the change in the name (and organizational structure) of Diebold Holding Company, Inc. and Diebold SST Holding Company, Inc. to Diebold Holding Company, LLC and Diebold SST Holding Company, LLC, respectively, effective as of December 22, 2017, has been adequately provided to the Administrative Agent and that such notice is deemed to constitute timely notice of such change pursuant to Section 3.7 of the Security Agreement for all purposes under the Loan Documents, and hereby waives any Default or Unmatured Default arising in connection with such changes (including for the avoidance of doubt any Default or Unmatured Default arising as a result of any certifications, notice requirements, representations, warranties or confirmations made prior to the Sixth Amendment Effective Date relating to any such Default or Unmatured Default or the absence thereof) (the ' Waiver ').

(g)The Lenders that constitute Required Lenders hereby authorize the Administrative Agent, in its reasonable discretion, to enter into any amendments, modifications or supplements to any Security Documents or any additional security documentation or other collateral or related documentation or take such further actions with respect to Collateral matters as is contemplated by or incidental to the definition of Covenant Reset Trigger, with any such documentation to be in such form as reasonably determined by the Administrative Agent.

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SECTION 2.Amendment Effectiveness.

This Amendment and the obligation of each Term A-1 Lender to make Term A-1 Loans shall become effective on and as of the first date on which the following conditions have been satisfied (such date, the ' Sixth Amendment Effective Date '):

(i)Executed Amendment. The Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by an Authorized Officer of each Borrower, each Guarantor, the Administrative Agent and Lenders that constitute the Term A-1 Lenders, the Required TLA/RC Lenders and the Required Lenders.

(ii)No Default. Immediately after giving effect to this Amendment, (a) no material Default or Unmatured Default shall have occurred and be continuing and (b) the representations and warranties in Article V of the Credit Agreement are true and correct as of the Sixth Amendment Effective Date, 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.

(iii)Certificates. The Administrative Agent shall have received (x) a certificate, dated the Sixth Amendment Effective Date and signed by a responsible officer of the Company, confirming the matters specified in Section 2(ii), (x), (xi) and (xii), (y) a solvency certificate signed by the chief financial officer or treasurer of the Company and dated the Sixth Amendment Effective Date, in substantially the form of Exhibit E to the Credit Agreement, certifying the solvency of the Company and its Subsidiaries on a consolidated basis immediately after giving effect to the transactions contemplated hereby to be consummated on the Sixth Amendment Effective Date and (z) a certificate, dated the Sixth Amendment Effective Date and signed by a responsible officer of the Company, certifying as to the satisfaction of all conditions precedent to the incurrence of the Incremental Term Loans set forth in Section 2.19 of the Credit Agreement as of the Sixth Amendment Effective Date.

(iv)Consent Fee. The Administrative Agent shall have received, for the benefit of (a) each Term A Lender and each Revolving Credit Lender that has provided its signature hereto to the Administrative Agent no later than 5:00 p.m., New York City time, on August 29, 2018, a consent fee in an amount equal to 0.50% of the aggregate principal amount of, without duplication, Commitments and Loans of such consenting Lender (including JPMorgan in its capacity as a Lender), held by such Lender on the Sixth Amendment Effective Date immediately prior to giving effect to the Transactions on the Sixth Amendment Effective Date and (b) each Term B Lender that has provided its signature hereto to the Administrative Agent no later than 5:00 p.m., New York City time, on August 29, 2018, a consent fee in an amount equal to 0.25% of the aggregate principal amount of, without duplication, Term B Loans of such consenting Lender (including JPMorgan in its capacity as a Lender), held by such Lender on the Sixth Amendment Effective Date immediately after giving effect to the Term B Repurchase, which fee described in foregoing clauses (a) and (b) will be fully earned and payable on the Sixth Amendment Effective Date.

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(v)Fees and Expenses. The Administrative Agent shall have received, for the account of each applicable Person, (a) any fees or other payments owing from the Company in respect of this Amendment as separately agreed in writing by the Company, and (b) reimbursement or payment of all the Administrative Agent's and, to the extent entitled thereto, Term A-1 Lenders' reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) incurred in connection with this Amendment, required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document, and invoiced to the Company at least one Business Day prior to the date hereof (with it being understood that payment thereof may be made, at the election of the Term A-1 Lenders and the Administrative Agent, by netting thereof against the Term A-1 Loans).

(vi)Prepayment, Commitment Reduction and Repurchase. The Company shall, substantially concurrently herewith have (x) prepaid Term A Loans outstanding under the Existing Credit Agreement in an amount of $130,000,000 in direct order of maturity, (y) permanently reduced Revolving Credit Commitments in an amount of $20,000,000 and (z) consummated the Term B Repurchase (which shall be deemed to occur immediately after giving effect to the Amendment).

(vii)Secretary's Certificates; Corporate and Other Proceedings. The Administrative Agent shall have received a certificate of the secretary or similar officer of each Loan Party dated as of the Sixth Amendment Effective Date and certifying (a) a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the Board of Directors or managing member (or equivalent governing body) of each Loan Party authorizing (x) the execution, delivery and performance of this Amendment and the Credit Agreement (and any agreements relating thereto) and (y) in the case of Borrowers, the extensions of credit contemplated hereunder and under the Credit Agreement, (b) a copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents of such Loan Party certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, (c) attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Sixth Amendment Effective Date and at all times since a date prior to the date of the resolutions described in clause (a) above, (d) certificates as to the good standing of each Loan Party as of a recent date from such Secretary of State (or other similar official), (e) as to the incumbency and specimen signature of each officer executing this Amendment or any other document delivered in connection herewith on behalf of such Loan Party and (f) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party.

(viii)Perfection Certificate. The Administrative Agent shall have received a perfection certificate, dated the Sixth Amendment Effective Date and signed by a responsible officer of the Company, in a form reasonably satisfactory to the Administrative Agent in respect of the Loan Parties and the Collateral.

(ix)Opinions of Counsel. The Administrative Agent shall have received legal opinions from counsel to the Borrowers and the Guarantors (A) dated the Sixth

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Amendment Effective Date, (B) addressed to the Administrative Agent and the Lenders and (C) in customary form covering such items as are customary for financings of this type, including, for the avoidance of doubt, due existence and good standing of the Loan Parties, due authorization, enforceability, no conflicts with law and the Credit Agreement and the indenture governing the Company's unsecured notes, creation and perfection of security interests in the Collateral and compliance with the Investment Company Act of 1940.

(x)Borrowing Notice. The Company shall have provided the Administrative Agent a notice of borrowing with respect to the Term A-1 Loans as required by Section 2.3 of the Credit Agreement.

(xi)No MAE. Since December 31, 2017, there shall have been no Material Adverse Effect (exclusive, for the avoidance of doubt, for matters publicly disclosed prior to the execution hereof).

(xii)No Litigation. No action, suit, investigation, litigation or proceeding shall be pending or, to the knowledge of the Company, threatened in writing that could reasonably be expected to (i) have a Material Adverse Effect or (ii) prevent or impose materially adverse conditions on the closing by the Company of the Amendment, the funding of the Term A-1 Loans and the purchase by KGaA after the borrowing of the Term A-1 Loans of the approximately 163,258 shares of capital stock of Diebold Nixdorf Aktiengesellschaft, f/k/a Wincor Nixdorf Aktiengesellschaft, an indirectly owned Subsidiary of the Company (' Wincor Nixdorf '), that have been tendered by minority shareholders of Wincor Nixdorf as of August 24, 2018 (the ' Tendered Shares ') but not yet been purchased by KGaA.

SECTION 3.Term A-1 Facility.

(a)It is understood and agreed that (i) this Amendment constitutes a 'Commitment and Acceptance' for purposes of Section 2.19(b) of the Existing Credit Agreement and (ii) on and after the Sixth Amendment Effective Date, execution and delivery of this Amendment shall be deemed to satisfy the requirements of Section 2.19.

(b)The Term A-1 Loans shall be 'Term Loans', 'Loans' and 'Incremental Term Loans' for all purposes of the Credit Agreement and the other Loan Documents and the Term A-1 Facility shall be a 'Term Facility' and 'Incremental Facility' for all purposes of the Credit Agreement and the other Loan Documents.

(c)Except as set forth in this Agreement, the Term A-1 Loans shall otherwise be subject to the provisions of the Credit Agreement and the other Loan Documents.

(d)Each Term A-1 Lender that is not an existing Lender under the Existing Credit Agreement acknowledges and agrees that it shall become a 'Lender' under, and for all purposes of, the Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder.

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(e)The Company will use the proceeds of the Term A-1 Loans on the Sixth Amendment Effective Date as set forth in the recitals hereto, including to substantially contemporaneously with the funding of the Term A-1 Facility, deposit the Redemption Amount into the Redemption Account to be used to redeem or otherwise acquire (including by way of a squeeze-out merger or the like) the remaining minority shares of Wincor Nixdorf.

SECTION 4.Amendment Fee.

The Company agrees to pay to the Administrative Agent, for the ratable account of each Revolving Credit Lender and Term A Lender who provides consent to the Amendment prior to 5:00 p.m. New York City time on August 29, 2018, on each Payment Date occurring after the Amendment Effective Date, an amendment fee calculated at a rate per annum equal to the Amendment Fee Rate and calculated based on the Revolving Credit Loans, Swing Loans, Letters of Credit and Term A Loans outstanding during each applicable period and any undrawn Revolving Credit Commitments during such period (in each case held by (or as applicable, attributable to) each consenting Revolving Credit Lender and Term A Lender) (based on the days such amounts were outstanding or undrawn, as the case may be, and on the same basis as is applicable under Section 2.8(d) under the Credit Agreement).

For purposes of this Section 4, the terms 'Amendment Fee Rate' and 'Fee Termination Date' have the following meanings:

'Amendment Fee Rate' means a rate per annum equal to (a) with respect to Revolving Credit Loans, Swing Loans, Letters of Credit and Term A Loans, 1.25% and (ii) with respect to undrawn Revolving Credit Commitments, 0.15%, provided that, with respect to the period commencing on the date the Company's financial statements have been delivered pursuant to Section 6.1(i) for the fiscal year ended December 31, 2019 and ending on the Fee Termination Date, the Amendment Fee shall only accrue and be payable to the extent that the Total Net Leverage Ratio is greater than or equal to 3.75 to 1.00 as of the date of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.1(i) or 6.1(ii), as the case may be.

'Fee Termination Date' means the date on which all Revolving Credit Commitments shall have been terminated (and Revolving Credit Loans shall have been repaid in full and no Letters of Credit remain outstanding) (unless cash collateralized or backstopped to the satisfaction of the issuer thereof) and all Term A Loans shall have been repaid in full.

SECTION 5.Representations and Warranties.

(a)On and as of the Sixth Amendment Effective Date, immediately upon giving effect to this Amendment, each Loan Party hereby represents and warrants to the Administrative Agent and each Lender that this Amendment has been duly authorized, executed and delivered by such Loan Party and constitutes the legal, valid and binding obligations of such Loan Party enforceable against such Loan Party in accordance with its terms and the Credit Agreement and constitutes the legal, valid and binding obligation of such Loan Party enforceable against such Loan Party in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights

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generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(b)On the Sixth Amendment Effective Date immediately upon giving effect to the transactions set forth in this Amendment, (i) each of the Fair Value and the Present Fair Salable Value of the assets of the Company and its Subsidiaries taken as a whole exceed their Stated Liabilities and Identified Contingent Liabilities; (ii) the Company and its Subsidiaries taken as a whole Do Not Have Unreasonably Small Capital; and (iii) the Company and its Subsidiaries taken as a whole Can Pay Their Stated Liabilities and Identified Contingent Liabilities as they mature.

SECTION 6.No Other Amendments; References to the Credit Agreement. Other than as specifically provided herein or in the Credit Agreement, this Amendment shall not operate as a waiver or amendment of any right, power or privilege of the Lenders under (and as defined in) the Existing Credit Agreement or any other Loan Document (as such term is defined in the Existing Credit Agreement) or of any other term or condition of the Existing Credit Agreement or any other Loan Document (as such term is defined in the Existing Credit Agreement) nor shall the entering into of this Amendment preclude the Lenders from refusing to enter into any further waivers or amendments with respect to the Existing Credit Agreement. All references to the Existing Credit Agreement in any document, instrument, agreement, or writing that is a Loan Document shall from and after the Sixth Amendment Effective Date be deemed to refer to the Credit Agreement, and, as used in the Credit Agreement, the terms 'Agreement,' 'herein,' 'hereafter,' 'hereunder,' 'hereto' and words of similar import shall mean, from and after the Sixth Amendment Effective Date, the Credit Agreement. This Amendment shall be a Loan Document for all purposes under the Credit Agreement and the other Loan Documents.

SECTION 7.Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or any provisions hereof.

SECTION 8.Execution in Counterparts. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts and all of said counterparts together shall be deemed to constitute one and the same instrument. A counterpart hereof or a signature page hereto delivered by facsimile or electronic transmission (such as a .pdf file) shall be effective as delivery of a manually signed, original counterpart hereof.

SECTION 9.Cross-References. References in this Amendment to any Section are, unless otherwise specified or otherwise required by the context, to such Section of this Amendment.

SECTION 10.Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

SECTION 11.Reaffirmation.

(a)Each Loan Party hereby (i) expressly acknowledges the terms of the Credit Agreement, (ii) ratifies and affirms its obligations under the Loan Documents (including guarantees and security agreements) executed by the undersigned, (iii) acknowledges, renews and

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extends its continued liability under all such Loan Documents and agrees such Loan Documents remain in full force and effect, (iv) agrees that each Security Document secures all Obligations of the Loan Parties in accordance with the terms thereof and (v) confirms this Amendment does not represent a novation of any Loan Document. Each Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to the Administrative Agent by such Person pursuant to each Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligations.

(b)Each Loan Party hereby reaffirms, as of the Sixth Amendment Effective Date, (i) the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated thereby, and (ii) as applicable with respect to Domestic Loan Parties, its guarantee of payment of the Obligations pursuant to Article IX of the Credit Agreement and its grant of Liens on the Collateral to secure the Obligations.

(c)Each Loan Party hereby certifies that, as of the date hereof (immediately after giving effect to the occurrence of the Sixth Amendment Effective Date and the effectiveness of the Amendment), the representations and warranties made by it contained in the Loan Documents to which it is a party are true and correct in all material respects with the same effect as if made on the date hereof, except to the extent any such representation or warranty refers or pertains solely to a date prior to the date hereof (in which case such representation and warranty was true and correct in all material respects as of such earlier date).

(d)Each Loan Party further confirms that each Loan Document to which it is a party is and shall continue to be in full force and effect and the same are hereby ratified and confirmed in all respects.

(e)Each Loan Party hereby acknowledges and agrees that the acceptance by the Administrative Agent and each applicable Lender of this document shall not be construed in any manner to establish any course of dealing on such Person's part, including the providing of any notice or the requesting of any acknowledgment not otherwise expressly provided for in any Loan Document with respect to any future amendment, waiver, supplement or other modification to any Loan Document or any arrangement contemplated by any Loan Document.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first written above.

DIEBOLD NIXDORF, INCORPORATED

DIEBOLD SELF-SERVICE SOLUTIONS S.AR.L.

[Signature Page to Sixth Amendment and Incremental Amendment]

DIEBOLD SST HOLDING COMPANY, LLC DIEBOLD HOLDING COMPANY, LLC DIEBOLD GLOBAL FINANCE CORPORATION DIEBOLD SELF SERVICE SYSTEMS

[Signature Page to Sixth Amendment and Incremental Amendment]

JPMORGAN CHASE BANK N.A.,
as Administrative Agent and Lender

[Signature Page to Sixth Amendment and Incremental Amendment]

BANK OF AMERICA, N.A.

[Signature Page to Sixth Amendment and Incremental Amendment]

Battalion CLO VII Ltd.
By: Brigade Capital Management, LP as Collateral Manager

If a second signature is necessary:

By:
Name:

Title:

[Signature Page to Sixth Amendment and Incremental Amendment]

Carlyle Global Market Strategies CLO 2013-3, Ltd.

If a second signature is necessary:

By:
Name:

Title:

[Signature Page to Sixth Amendment and Incremental Amendment]

Carlyle Global Market Strategies CLO 2013-4, Ltd.

If a second signature is necessary:

By:
Name:

Title:

[Signature Page to Sixth Amendment and Incremental Amendment]

Citibank, N.A.

[Signature Page to Sixth Amendment and Incremental Amendment]

Commerzbank AG, New York Branch

[Signature Page to Sixth Amendment and Incremental Amendment]

Covenant Credit Partners CLO II, Ltd.

If a second signature is necessary:
By:
Name:
Title:

[Signature Page to Sixth Amendment and Incremental Amendment]

CREDIT SUISSE AG, CAYMAN
ISLANDS BRANCH

[Signature Page to Sixth Amendment and Incremental Amendment]

DEUTSCHE BANK AG NEW YORK BRANCH

If a second signature is necessary:

[Signature Page to Sixth Amendment and Incremental Amendment]

FIFTH THIRD BANK

[Signature Page to Sixth Amendment and Incremental Amendment]

GOVERNOR AND COMPANY OF THE

BANK OF IRELAND

[insert legal name of the Lender]

[Signature Page to Sixth Amendment and Incremental Amendment]

HSBC BANK USA National Association

[Signature Page to Sixth Amendment and Incremental Amendment]

ING Bank N.V., Dublin branch

[Signature Page to Sixth Amendment and Incremental Amendment]

JFIN CLO 201441 Ltd.

[Signature Page to Sixth Amendment and Incremental Amendment]

JFIN CLO 2014 Ltd.

KBC BANK N.V., as Term Loan A Lender

[Signature Page to Sixth Amendment and Incremental Amendment]

Mountain View CLO 2014-1 Ltd.
By: Seix Investment Advisors LLC, as Collateral Manager

If a second signature is necessary:
By:
Name:
Title:

[Signature Page to Sixth Amendment and Incremental Amendment]

MUFG Bank, LTD. (f/k/a THE BANK OF TOKYO-MITSUBISHI, LTD.) solely as a Revolving Credit Lender

MUFG Bank, LTD (f/k/a THE BANK OF
TOKYO-MITSUBISHI, LTD.) solely as a
Term A Lender

[Signature Page to Sixth Amendment and Incremental Amendment]

PNC BANK, NATIONAL ASSOCIATION,
as a Term A Lender and Revolving Credit Lender

[Signature Page to Sixth Amendment and Incremental Amendment]

The Bank of Nova Scotia

[Signature Page to Sixth Amendment and Incremental Amendment]

U.S. Bank National Association

[Signature Page to Sixth Amendment and Incremental Amendment]

[Term B Lender Signatures Held With Agent]

[Signature Page to Sixth Amendment and Incremental Amendment]

Annex A

Amended Credit Agreement

See attached.

(ANNEX A to Sixth Amendment and Incremental Amendment (Redline vs. Conformed
through 5thCopy including Fifth Amendment)

Diebold Nixdorf, Incorporated (f/k/a Diebold, Incorporated), 1

THE SUBSIDIARY BORROWERS,

CREDIT AGREEMENT

dated as of November 23, 2015

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent

and

THE LENDERS PARTY HERETO

J.P. MORGAN SECURITIES LLC and CREDIT SUISSE SECURITIES (USA) LLC, as Joint Lead Arrangers and Bookrunners

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, PNC BANK, NATIONAL ASSOCIATION and U.S. BANK NATIONAL ASSOCIATION, as Co-Syndication Agents

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Documentation Agent

1 With respect to the 2017 May Incremental Amendment (as defined herein), JPMorgan Chase Bank, N.A. and HSBC Securities (USA) Inc. acted as joint lead arrangers and joint bookrunners.

ii

iii

iv

v

CREDIT AGREEMENT

THIS CREDIT AGREEMENT (this 'Agreement'), dated as of November 23, 2015, is among Diebold Nixdorf, Incorporated (f/k/a Diebold, Incorporated), an Ohio corporation (the ' Company '), the SUBSIDIARY BORROWERS (as hereinafter defined) from time to time parties hereto (together with the Company, the ' Borrowers '), the Lenders from time to time parties hereto (as defined below), and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

The parties hereto agree as follows:

ARTICLE I

DEFINITIONS

1.1 Defined Terms

. As used in this Agreement, the following terms shall have the following meanings:

'2017 May Incremental Amendment' means that certain Incremental Amendment dated May 9, 2017, among the Company, the other Loan Parties, the Lenders Party thereto and the Administrative Agent.

'2017 May Incremental Effective Date' means May 9, 2017.

'36-Month Call Premium Event' has the meaning specified in Section 2.6.3(b).

'Acquisition' means the initial acquisition by AcquisitionCo (and/or, if applicable, the Company) of a number of shares in the Target which represent (after taking into account any treasury shares held by the Target subject to the Non-Tender Agreement) at least 75% of the voting rights in the Target via a tender offer completed pursuant to the Acquisition Documentation.

'AcquisitionCo' means Diebold Holding Germany Incorporated & Co. KGaA a German partnership limited by shares ( Kommanditgesellschaft auf Aktien - KGaA ) that is a Wholly Owned Restricted Subsidiary of the Company and whose general partner is the Company.

'Acquisition Closing Date' means the first date on which all conditions precedent set forth in Section 4.3 are satisfied or waived in accordance with Section 8.2.

'Acquisition Documentation' means, collectively, the Offer Documentation and the Business Combination Agreement.

'Adjusted LIBO Rate' means, with respect to any Eurocurrency Advance for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the sum of (i) (a) the LIBO Rate for such Interest Period divided by (b) one minus the Reserve Requirement (expressed as a decimal) applicable to such Interest Period, plus, without duplication, plus (ii) the amount of all reserves, costs or similar requirements relating to the funding of the relevant Available Foreign Currency (if any), as reasonably determined by the Administrative Agent.

'Administrative Agent' means JPMorgan Chase in its capacity as contractual representative of the Lenders pursuant to Article XI, and not in its individual capacity as a Lender, and any successor Administrative Agent appointed pursuant to Article XI.

'Administrative Questionnaire' means an Administrative Questionnaire in a form supplied by or otherwise acceptable to the Administrative Agent.

'Advance' means a borrowing hereunder (or conversion or continuation thereof) consisting of the aggregate amount of the several Loans or Facility Letters of Credit of the same Type, Class and, in the case of Foreign Currency Loans, in the same Available Foreign Currency and for the same Interest Period, and further, in the case of Eurocurrency Loans, for the same Interest Period, made by the Lenders on the same Borrowing Date (or converted or continued by the Lenders on the same date of conversion or continuation).

'Affiliate' of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person. A Person shall be deemed to control another Person if the controlling Person possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of Capital Stock, by contract or otherwise.

'Agents' means, collectively, the Administrative Agent, the Arrangers and the Syndication Agent.

'Aggregate Commitments' means the aggregate Dollar Equivalent Amount of the Commitments of all Lenders.

'Aggregate Outstandings' means as at any date of determination with respect to any Lender, the sum of the Dollar Equivalent Amount on such date of the aggregate unpaid principal amount of such Lender's Loans on such date and, without duplication, the Dollar Equivalent Amount on such date of the amount of such Lender's Pro Rata Share of the Facility Letter of Credit Obligations and Swing Loans on such date.

'Aggregate Revolving Credit Commitments' means the aggregate amount of the Revolving Credit Commitments of all Revolving Credit Lenders.

'Aggregate Revolving Credit Outstandings' means as at any date of determination with respect to any Lender, the sum of the Dollar Equivalent Amount on such date of the aggregate unpaid principal amount of such Lender's Revolving Credit Loans on such date and the Dollar Equivalent Amount on such date of the amount of such Lender's Pro Rata Share of the Facil