EX-10.31



 





Exhibit 10.31




November 27, 2006




Diebold, Incorporated

5995 Mayfair Road

P.O. Box 3077

North Canton, OH 44720-8077




Attention:
Robert Warren




Re:       $100,000,000.00 Term Loan




Dear Mr. Warren:




     We are pleased to inform you that PNC Bank, National Association (the “Bank”), has approved
your request for a term loan to Diebold, Incorporated (the “Borrower”). We look forward to this
opportunity to help you meet the financing needs of your business. All the details regarding your
term loan are outlined in the following sections of this letter.


1. Facility and Use of Proceeds. This is a term loan in the amount of $100,000,000.00 (the
“Term Loan” or the “Loan”), which amount the Bank shall deliver in immediately available funds to
the account of the Borrower specified in Exhibit A hereto. The proceeds of the Term Loan will be
used to fund the Brazilian Reorganization. As used herein, the term “Brazilian Reorganization”
refers to that series of transactions materially as set forth in an officer’s certificate of the
Borrower, dated as of the date hereof, provided to the Bank.



2. Note. The obligation of the Borrower to repay the Term Loan shall be evidenced by a term
note (the “Note”) in form and content satisfactory to the Bank.



     This letter (the “Letter Agreement”), the Note and the other agreements and documents executed
and/or delivered pursuant hereto, as each may be amended, modified, extended or renewed from time
to time, will constitute the “Loan Documents.” Capitalized terms not defined herein shall have the
meaning ascribed to them in the Loan Documents.



3. Interest Rate. Interest on the Term Loan will be charged at the rates, and be payable
on the dates and times, set forth in the Note.




 









 








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November 27, 2006

Page 2



4. Repayment. Interest on the Term Loan shall be payable as set forth in the Note to and
including December 27, 2006, on which date the outstanding principal and accrued interest thereon
will be due and payable. The Borrower shall have the right, at its election, to prepay the
outstanding amount of the Loan, as a whole or in part, at any time without penalty or premium;
provided that any full or partial prepayment of any Loans bearing interest at LIBOR made on
a day other than the last day of the Interest Period relating thereto shall be subject to the
payment of additional costs described in Section 7 of the Note; provided further,
that any partial prepayment shall be in the amount of $10,000,000.00 or a multiple of
$10,000,000.00 in excess thereof and shall be accompanied by the payment of accrued interest on the
principal amount prepaid to the date of prepayment.



5. Covenants. The Borrower agrees that from the date of execution of this Letter Agreement
until the Loan have been paid in full, the Borrower will:




     (a) Books and Records. Permit the Bank, by its representatives and agents, to reasonably
inspect the financial or accounting records of the Borrower and other documents of the Borrower, in
each case only to the extent any of the foregoing is reasonably related to the credit evaluation by
the Bank under this Letter Agreement, to examine and make copies of such records and documents of
the Borrower, and to discuss the affairs, finances and accounts of the Borrower with, and to be
advised as to the same by, its officers upon reasonable prior notice at such reasonable times and
intervals as the Bank may designate.



(b) Financial Statements; Other Information.





     (i) The Borrower will deliver to the Bank:




     (A) Financial Statements for its fiscal year, within 90 days after each fiscal
year end after the date hereof, audited and certified without qualification by a
certified public accountant acceptable to the Bank;




     (B) Financial Statements for each of the first three fiscal quarters of each
fiscal year after the date hereof, within 45 days after the quarter end, together
with year-to-date and comparative figures for the corresponding periods of the prior
year, certified as true and correct by its chief financial officer; and




     (C) With each delivery of Financial Statements, a certificate of the Borrower’s
chief financial officer as to the Borrower’s compliance with the financial covenants
set forth below, if any, for the period then ended and whether any Event of Default
exists, and, if so, the nature thereof and the corrective measures the Borrower
proposes to take. This certificate shall set forth all detailed calculations
necessary to demonstrate such compliance.




As used herein, “Financial Statements” means the consolidated balance sheet and statements
of income and cash flows prepared in accordance with generally accepted



 









 







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November 27, 2006

Page 3



accounting
principles in effect from time to time (“GAAP”) applied on a consistent basis (subject in the case of interim statements to normal year-end adjustments and the absence of
footnotes).




     (ii) The Borrower will promptly submit to the Bank such other information as the Bank
may reasonably request relating to the Borrower’s affairs (including but not limited to
non-financial information).



     (c) Payment of Taxes and Other Charges. Timely file complete and correct United States
federal and applicable foreign, state and local tax returns required by law and pay when due all
taxes, assessments and governmental charges and levies upon it or its income, profits or property,
except those that are being contested in good faith by appropriate proceedings and with respect to
which adequate reserves have been set aside in accordance with generally accepted accounting
principles, except where the failure to do so could not reasonably be expected to have a Material
Adverse Effect. As used herein, “Material Adverse Effect” means a material adverse effect on (i)
the business, property, condition (financial or otherwise) or results of operations of the Borrower
and its subsidiaries taken as a whole, (ii) the ability of the Borrower to pay the obligations
under the Loan Documents, or (iii) the validity or enforceability of any of the Loan Documents or
the rights or remedies of the Bank thereunder.



     (d) Maintenance of Existence, Operation and Assets. Carry on and conduct its business in
substantially the same fields of enterprise as it is presently conducted or fields related thereto
or extensions thereof (taking the Borrower and its subsidiaries on a consolidated basis) and do all
things necessary to remain duly incorporated or organized, validly existing and (to the extent such
concept applies to such entity) in good standing as a corporation in its jurisdiction of
incorporation and maintain all requisite authority to conduct its business in each jurisdiction in
which its business is conducted, unless the failure to do so could not reasonably be expected to
have a Material Adverse Effect.



     (e) Insurance. Maintain with financially sound and reputable insurance companies insurance on
all their Property in such amounts (with such customary deductibles, exclusions and self-insurance)
and covering such risks as is consistent with sound business practice.



     (f) Compliance with Laws. Comply with all Requirements of Law, except where the failure to do
so could not reasonably be expected to have a Material Adverse Effect. As used herein,
“Requirements of Law” means, as to any person, the certificate of incorporation and by-laws or
other organizational or governing documents of such person, and any law, treaty, rule or regulation
or determination of an arbitrator or a court or other governmental authority, in each case
applicable to or binding upon such person or any of its property or to which such person or any of
its property is subject.



     (g) Additional Reports. Provide prompt written notice to the Bank of the occurrence of any of
the following (together with a description of the action which the Borrower proposes to take with
respect thereto): (i) any Event of Default or any event, act or condition which, with the passage



 









 








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November 27, 2006

Page 4






of time or the giving of notice, or both, would constitute an Event of Default, or (iv) any event
which could reasonably be expected to have a Material Adverse Effect.



     (h) Financial Covenants. The Bank and the Borrower agree that the financial covenants set
forth in Sections 6.18 and 6.19 of that certain Amended and Restated Loan Agreement dated as of
April 30, 2003 among the Borrower, certain subsidiaries of Borrower party thereto, the lenders
party thereto and JP Morgan Chase Bank, N.A. (as successor to Bank One, N.A.) as agent (the “Other
Loan Document”), are hereby incorporated herein by this reference (together with the definitions of
all defined terms used in such sections) as if set forth herein at length, as any of the foregoing
have been or may be amended, modified or supplemented from time to time (the “Incorporated
Provisions”). Any amendments, modifications, waivers or other changes in the terms of any of the
Incorporated Provisions shall automatically constitute an amendment to this Letter Agreement
without any need for further action or documentation. Notwithstanding the foregoing, any
amendments, modifications, waivers or other such changes to any Incorporated Provision which
operate to waive or prevent the occurrence of a default or “Event of Default” under the Other Loan
Document shall not be effective to waive or prevent the occurrence of an Event of Default under
this Letter Agreement unless consented to in writing by the Bank in its sole discretion. Prior to
or promptly upon the occurrence of any amendment, modification, waiver or other change described in
the preceding sentence, the Borrower shall provide written notice to the Bank thereof and a request
for consent thereto, such notice to specifically describe such change and the reasons therefor and
include a true and complete copy of any and all documents and agreements executed to evidence such
change. No action, inaction or delay by the Bank (either before or after the Bank receives a
notice described in the preceding sentence) shall constitute a waiver of any of the Bank’s rights
under this paragraph. Notwithstanding the foregoing, any consent by the Bank in its capacity as a
lender under the Other Loan Document to any amendment, modification, waiver or other change to any
of the Incorporated Provisions shall, only in such instance and with respect to such instance, void
any requirement herein for the Borrower to notify the Bank thereof or obtain any additional consent
thereto and any such amendment, modification, waiver or other change shall with no further action
required be effective with respect to this Letter Agreement as well. If the Other Loan Document
terminates or otherwise ceases to be in full force and effect at any time and for any reason,
whether by voluntary termination, upon default, acceleration, at maturity or otherwise (a
“Termination”), all of the Incorporated Provisions of the Other Loan Document shall survive the
Termination and shall continue in full force and effect as a part of this Letter Agreement. At any
time after a Termination, the Borrower shall promptly upon the Bank’s request execute and deliver
to the Bank a supplement to this Letter Agreement, which supplement will expressly incorporate into
this Letter Agreement all or any number of the Incorporated Provisions of the terminated Other Loan
Document as the Bank in its sole discretion shall select, as such Incorporated Provisions are in
effect immediately prior to the date of Termination.


6. Representations and Warranties. To induce the Bank to extend the Loan, the Borrower
hereby makes the following representations and warranties as of the date hereof:




     (a) Existence. The Borrower is duly organized, validly existing and in good
standing under the laws of the state of its incorporation and has the power and authority to own
and operate its assets and to conduct its business as now or proposed to be carried on.



 









 








Diebold, Incorporated

November 27, 2006

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     (b) Power and Authority. The Borrower is duly authorized to execute and deliver the
Loan Documents, all necessary action to authorize the execution and delivery of the Loan Documents
has been properly taken, and the Borrower is duly authorized to borrow under this Letter Agreement
and to perform all of the other terms and provisions of the Loan Documents.



     (c) Financial Statements; No Material Adverse Change. All Financial Statements
heretofore delivered to the Bank were prepared in accordance with generally accepted accounting
principles in effect on the date such statements were prepared and fairly present in all material
respects the consolidated financial condition and operations of the Borrower. Since the date of
the latest Financial Statements provided to the Bank, the Borrower there has been no change in the
business, property, prospects, condition (financial or otherwise) or results of operations of the
Borrower and its subsidiaries which could reasonably be expected to have a Material Adverse Effect.



     (d) Title to Assets. The Borrower has good title to the assets reflected on the most recent
Financial Statements as owned by it, except for assets disposed of by the Borrower in the ordinary
course of business since the date of the most recent Financial Statements.



     (e) Litigation. There are no actions, suits, proceedings or governmental investigations
pending or, to the knowledge of the Borrower’s executive officers, threatened against or affecting
the Borrower which could reasonably be expected to have a Material Adverse Effect.



     (f) Tax Returns. The Borrower has filed all United States federal tax returns and all other
material returns and reports that are required to be filed by it by any governmental authority and
have paid all taxes shown as due pursuant to said returns or pursuant to any assessment received by
the Borrower by any governmental authority, except such taxes, if any, as are being contested in
good faith and as to which adequate reserves have been provided in accordance with GAAP. .



     (g) Binding Obligations. The Borrower has full power and authority to enter into the
transactions provided for in this Letter Agreement and has been duly authorized to do so by
appropriate action of its Board of Directors or otherwise as may be required by law, charter, other
organizational documents or agreements; and the Loan Documents, when executed and delivered by the
Borrower, will constitute the legal, valid and binding obligations of the Borrower enforceable in
accordance with their terms.



     (h) No Defaults or Violations. There does not exist any Event of Default under this Letter
Agreement and the consummation of this Letter Agreement and the lending transactions contemplated
herein will not result in any default by the Borrower under, or violation by the Borrower of, any
of the terms, conditions or obligations of: (i) its organizational documents; (ii) any indenture,
mortgage, deed of trust, franchise, permit, contract, agreement, or other instrument to which it is
a party or by which it is bound; or (iii) any law, ordinance, regulation, ruling, order,
injunction, decree, condition or other requirement applicable to or imposed upon it by any law, the
action of any court or any governmental authority or agency.



 









 








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November 27, 2006

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     (i) Employee Benefit Plans. Each employee benefit plan as to which the Borrower may have any
liability complies in all material respects with all applicable provisions of the Employee
Retirement Income Security Act of 1974 (as amended from time to time, “ERISA”), including minimum
funding requirements, and (i) no Prohibited Transaction (as defined under ERISA) has occurred with
respect to any such plan, (ii) no Reportable Event (as defined under Section 4043 of ERISA) has
occurred with respect to any such plan which would cause the Pension Benefit Guaranty Corporation
to institute proceedings under Section 4042 of ERISA, (iii) the Borrower has not withdrawn from any
such plan or initiated steps to do so, and (iv) no steps have been taken to terminate any such
plan, except, in each case, where such noncompliance would not have a Material Adverse Effect.



     (j) Environmental Matters. The Borrower is in compliance, in all material respects, with all
Environmental Laws (as hereinafter defined), including, without limitation, all Environmental Laws
in jurisdictions in which the Borrower owns or operates, or has owned or operated, a facility or
site, stores Collateral, arranges or has arranged for disposal or treatment of hazardous
substances, solid waste or other waste, accepts or has accepted for transport any hazardous
substances, solid waste or other wastes or holds or has held any interest in real property or
otherwise, except where such noncompliance would not reasonably be expected to have a Material
Adverse Effect. No release, threatened release or disposal of hazardous waste, solid waste or other
wastes is occurring, or to the best of the Borrower’s knowledge has occurred, on, under or to any
real property in which the Borrower holds or has held any interest or performs or has performed any
of its operations, in violation of any Environmental Law, that would reasonably be expected to have
a Material Adverse Effect. As used in this Section, “litigation or proceeding” means any demand,
claim notice, suit, suit in equity, action, administrative action, investigation or inquiry whether
brought by a governmental authority or other person, and “Environmental Laws” means all provisions
of laws, statutes, ordinances, rules, regulations, permits, licenses, judgments, writs,
injunctions, decrees, orders, awards and standards promulgated by any governmental authority
concerning health, safety and protection of, or regulation of the discharge of substances into, the
environment.



     (k) Regulatory Matters. No part of the proceeds of the Loan will be used for “purchasing” or
“carrying” any “margin stock” within the respective meanings of each of the quoted terms under
Regulation U of the Board of Governors of the Federal Reserve System as now and from time to time
in effect or for any purpose which violates the provisions of the Regulations of such Board of
Governors.



     (l) Solvency. As of the date hereof and after giving effect to the transactions contemplated
by the Loan Documents, (i) the aggregate value of the Borrower’s assets will exceed its liabilities
(including contingent, subordinated, unmatured and unliquidated liabilities), (ii) the Borrower
will have sufficient cash flow to enable it to pay its debts as they become due, and (iii) the
Borrower will not have unreasonably small capital for the business in which it is engaged.



     (m) Disclosure. No information, exhibit or report furnished by the Borrower in writing to the
Bank in connection with the negotiation of the Loan Documents contained any material misstatement
of fact or omitted to state a material fact or any fact necessary to make the
statements



 









 








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contained therein not misleading in light of the circumstances in which made, as of the
date thereof; provided, however, that with respect to projected financial
information, the Borrower represents only that such information has been prepared in good faith
based on assumptions believed by the Borrower to be reasonable.


7. Fee. The Borrower shall pay to the Bank a fee in the amount of $20,000.00, payable as
follows: (a) on the date of the Note, $10,000.00 and (b) on March 31, 2007, an additional
$10,000.00; provided, however, that, that in the event the Bank generates fee
revenue from foreign exchange transactions with the Borrower during the period from the date hereof
to March 31, 2007 in an amount equal to or greater than $10,000.00, the Bank may, by written notice
to the Borrower, waive the March 31, 2007 payment.



8. Expenses. The Borrower agrees to pay the Bank, upon the execution of this Letter
Agreement, and otherwise on demand, all costs and expenses incurred by the Bank in connection with
any modifications to the Loan Documents after the date hereof, and the collection of all of the
Obligations, including but not limited to enforcement actions, relating to the Loan, whether
through judicial proceedings or otherwise, or in defending or prosecuting any actions or
proceedings arising out of or relating to this Letter Agreement, including reasonable fees and
expenses of counsel (which may include costs of in-house counsel), expenses for auditors,
appraisers and environmental consultants, lien searches, recording and filing fees and taxes. The
Borrower shall pay the Bank, on the date of the Note, a document services fee in an amount not to
exceed $1,500.00 for documenting and closing this transaction (which includes, among other things,
fees and expenses of the Bank’s in-house counsel).



9. Conditions.




     (a) Conditions to Initial Advance. The Bank’s obligation to make the initial advance
under the Loan is subject to the conditions that as of the date of such initial advance:




     (i) Authorization Documents. All corporate (or other) action necessary for the valid
execution, delivery and performance by the Borrower of this Letter Agreement and the other
Loan Documents shall have been duly and effectively taken, and evidence thereof satisfactory
to the Bank shall have been provided to the Bank;




     (ii) Governing Documents. The Bank shall have received copies, certified by a duly
authorized officer of the Borrower to be true and complete as of the date of this Letter
Agreement, of the certificate or articles of incorporation and by-laws of the Borrower;




     (iii) Incumbency Certificate. The Bank shall have received from the Borrower an
incumbency certificate, dated as of the date of this Letter Agreement, signed by a duly
authorized officer of the Borrower, and giving the name and bearing the specimen signature
of each individual who shall be authorized, in the name and on behalf of the Borrower (i) to
sign each of the Loan Documents, (ii) to make requests for advances and (iii) to give
notices and to take other action on its behalf under the Loan Documents.



 









 








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     (iv) Solvency Certificate. The Bank shall have received a certificate of the chief
financial officer, treasurer or assistant treasurer of the Borrower dated as of the date of
this Letter Agreement certifying that after giving effect to the transactions contemplated
by the Loan Documents, (i) the aggregate value of the Borrower’s assets will exceed its
liabilities (including contingent, subordinated, unmatured and unliquidated liabilities),
(ii) the Borrower will have sufficient cash flow to enable it to pay its debts as they
become due, and (iii) the Borrower will not have unreasonably small capital for the business
in which it is engaged.




     (v) Receipt of Loan Documents. The Loan Documents shall have been duly executed and
delivered, shall be in full force and effect and shall be in form and substance satisfactory
to the Bank.




     (vi) Opinion of Counsel. The Bank shall have received a favorable legal opinion
addressed to the Bank dated as of the date hereof, in form and substance satisfactory to the
Bank; and




     (vii) Payment of Fees. The Borrower shall have paid to the Bank all fees and expenses
subject to reimbursement.



     (b) Conditions to All Advances. The Bank’s obligation to make any advance under the
Loan is subject to the conditions that as of the date of such advance:




     (i) Accuracy of Representations and Warranties. Each of the representations and
warranties of the Borrower contained in this Letter Agreement, the other Loan Documents or
in any document or instrument delivered pursuant to or in connection with this Letter
Agreement shall be true as of the date as of which they were made and shall also be true at
and as of the time of the making of such advance;




     (ii) No Event of Default. No Event of Default or event which with the passage of time,
the giving of notice or both would constitute an Event of Default shall have occurred and be
continuing; and




     (iii) Material Adverse Change. No material adverse change shall have occurred in the
business, properties, assets, operations, condition (financial or otherwise), results of
operations or prospects of the Borrower.



 









 








Diebold, Incorporated

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10. Additional Provisions.




     (a) Increased Costs. On written demand, together with written evidence of the justification
therefor, the Borrower agrees to pay the Bank all direct costs incurred and any losses suffered or
payments made by the Bank as a consequence of making the Loan by reason of any change in law or
regulation, or the interpretation thereof, imposing any reserve, deposit, allocation of capital or
similar requirement (including without limitation, Regulation D of the Board of Governors of the
Federal Reserve System) on the Bank, its holding company or any of their respective assets.



     (b) Notices. All notices, demands, requests, consents, approvals and other communications
required or permitted hereunder (“Notices”) must be in writing and will be effective upon receipt.
Notices may be given in any manner to which the parties may separately agree, including electronic
mail. Without limiting the foregoing, first-class mail, facsimile transmission and commercial
courier service are hereby agreed to as acceptable methods for giving Notices. Regardless of the
manner in which provided, Notices may be sent to a party’s address as set forth above or to such
other address as any party may give to the other for such purpose in accordance with this section.



     (c) Preservation of Rights. No delay or omission on the Bank’s part to exercise any right or
power arising hereunder will impair any such right or power or be considered a waiver of any such
right or power, nor will the Bank s action or inaction impair any such right or power. The Bank’s
rights and remedies hereunder are cumulative and not exclusive of any other rights or remedies
which the Bank may have under other agreements, at law or in equity.



     (d) Illegality. If any provision contained in this Letter Agreement should be invalid, illegal
or unenforceable in any respect, it shall not affect or impair the validity, legality and
enforceability of the remaining provisions of this Letter Agreement.



     (e) Changes in Writing. No modification, amendment or waiver of, or consent to any departure
by the Borrower from, any provision of this Letter Agreement will be effective unless made in a
writing signed by the party to be charged, and then such waiver or consent shall be effective only
in the specific instance and for the purpose for which given. No notice to or demand on the
Borrower will entitle the Borrower to any other or further notice or demand in the same, similar or
other circumstance.



     (f) Entire Agreement. This Letter Agreement (including the documents and instruments referred
to herein) constitutes the entire agreement and supersedes all other prior agreements and
understandings, both written and oral, between the parties with respect to the subject matter
hereof.



     (g) Counterparts. This Letter Agreement may be signed in any number of counterpart copies and
by the parties hereto on separate counterparts, but all such copies shall constitute one and the
same instrument. Delivery of an executed counterpart of a signature page to this Letter Agreement
by facsimile transmission shall be effective as delivery of a manually executed



 









 








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counterpart. Any
party so executing
this Letter Agreement by facsimile transmission
shall promptly deliver a manually executed counterpart, provided that any failure to do so
shall not affect the validity of the counterpart executed by facsimile transmission.



     (h) Successors and Assigns. This Letter Agreement will be binding upon and inure to the
benefit of the Borrower and the Bank and their respective heirs, executors, administrators,
successors and assigns; provided, however, that the Borrower may not assign this
Letter Agreement in whole or in part without the Bank’s prior written consent and the Bank at any
time may assign this Letter Agreement in whole or in part. The Bank may, in the ordinary course of
its business and in accordance with applicable law, at any time assign to one or more banks,
finance companies, insurance companies or other financial institutions or funds that are engaged in
making, purchasing or otherwise investing in commercial loans in the ordinary course of its
business or any other entity (“Purchasers”) all, but not less than all, of its rights and
obligations under the Loan Documents. The consent of the Borrower shall be required prior to an
assignment becoming effective, which consent shall not be unreasonably withheld or delayed and
shall not be required if such assignment is to an affiliate of the Bank; provided, upon and during
the continuance of any Event of Default, the consent of the Borrower shall not be required.



     (i) Interpretation. In this Letter Agreement, unless the Bank and the Borrower otherwise
agree in writing, the singular includes the plural and the plural the singular; words importing any
gender include the other genders; references to statutes are to be construed as including all
statutory provisions consolidating, amending or replacing the statute referred to; the word “or”
shall be deemed to include “and/or”, the words “including”, “includes” and “include” shall be
deemed to be followed by the words “without limitation”; references to articles, sections (or
subdivisions of sections) or exhibits are to those of this Letter Agreement; and references to
agreements and other contractual instruments shall be deemed to include all subsequent amendments
and other modifications to such instruments, but only to the extent such amendments and other
modifications are not prohibited by the terms of this Letter Agreement. Section headings in this
Letter Agreement are included for convenience of reference only and shall not constitute a part of
this Letter Agreement for any other purpose. Unless otherwise specified in this Letter Agreement,
all accounting terms shall be interpreted and all accounting determinations shall be made in
accordance with GAAP.



     (j) No Consequential Damages, Etc. The Bank will not be responsible for any damages,
consequential, incidental, special, punitive or otherwise, that may be incurred or alleged by any
person or entity, including the Borrower, as a result of this Letter Agreement, the other Loan
Documents, the transactions contemplated hereby or thereby, or the use of the proceeds of the Loan.



     (k) Termination. Both this Letter Agreement and the Note, including all representations and
warranties and all covenants, shall terminate upon payment in full of all principal, interest and
fees owed by the Borrower under the Loan Documents; provided, that the Borrower’s
obligations under Section 8 of this Letter Agreement and Section 11 of the Note shall survive any
such termination.



     (l) Governing Law and Jurisdiction. This Letter Agreement has been delivered to
and



 









 








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accepted by the Bank and will be deemed to be made in the State of Ohio. This Letter
Agreement will be interpreted and the rights and liabilities of the parties hereto determined in
accordance with the laws of the State of Ohio, excluding its conflict of laws rules. The
Borrower hereby irrevocably consents to the exclusive jurisdiction of any state or federal court in
the State of Ohio (and appellate courts therefrom); provided that nothing contained in this Letter
Agreement will prevent the Bank from bringing any action, enforcing any award or judgment or
exercising any rights against the Borrower individually, against any security or against any
property of the Borrower within any other county, state or other foreign or domestic jurisdiction.
The Bank and the Borrower agree that the venue provided above is the most convenient forum for both
the Bank and the Borrower. The Borrower waives any objection to venue and any objection based on a
more convenient forum in any action instituted under this Letter Agreement.



     (l) WAIVER OF JURY TRIAL. EACH OF THE BORROWER AND THE BANK IRREVOCABLY WAIVES ANY AND ALL
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO
THIS LETTER AGREEMENT, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS LETTER AGREEMENT OR ANY
TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE BORROWER AND THE BANK ACKNOWLEDGE THAT THE
FOREGOING WAIVER IS KNOWING AND VOLUNTARY.



     If and when a loan closing occurs, this Letter Agreement (as the same may be amended from time
to time) shall survive the closing and will serve as our loan agreement throughout the term of the
Loan.



     To accept these terms, please sign the enclosed copy of this Letter Agreement as set forth
below and the Loan Documents and return them to the Bank within five (5) days from the date of this
Letter Agreement, or this Letter Agreement may be terminated at the Bank’s option without liability
or further obligation of the Bank.



     Thank you for giving PNC Bank this opportunity to work with your business. We look forward to
other ways in which we may be of service to your business or to you personally.



Very truly yours,




PNC BANK, NATIONAL ASSOCIATION




	 	 	 	 	 
	By:

	 	/s/ Joseph G. Moran	 	 
	 

	 	 	 	 
	 

	 	Joseph G. Moran	 	 
	 

	 	Vice President	 	 






 









 








Diebold, Incorporated

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ACCEPTANCE




     With the intent to be legally bound hereby, the above terms and conditions are hereby agreed to and
accepted as of this                      day of November, 2006.




	 	 	 	 	 	 	 
	 	 	BORROWER:	 	 
	 
	 	 	 	 	 	 
	 	 	DIEBOLD, INCORPORATED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kevin J. Krakora	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Name: Kevin J. Krakora	 	 
	 
	 	 	 	 	 	 
	 	 	Title: Executive Vice President and Chief Financial Officer	 	 







 









 





			
	Term Note
	 	
	(Multi-Rate Options)	 	 
	 	 	 
	$100,000,000.00
	 	November 27, 2006





FOR VALUE RECEIVED, DIEBOLD, INCORPORATED, an Ohio corporation (the “Borrower”), with an address at
5995 Mayfair Road, P.O. Box 3077, North Canton, Ohio 44720-8077, promises to pay to the order of
PNC BANK, NATIONAL ASSOCIATION (the “Bank"), in lawful money of the United States of America in
immediately available funds at its offices located at 1375 East Ninth Street, Cleveland, Ohio
44114, or at such other location as the Bank may designate from time to time, the principal sum of
ONE HUNDRED MILLION DOLLARS ($100,000,000.00), together with interest accruing on the outstanding
principal balance from the date hereof, all as provided below.



1.  Rate of Interest. Amounts outstanding under this Note will bear interest at a rate
or rates per annum as may be selected by the Borrower from the interest rate options set forth
below (each, an “Option”):




     (i) Base Rate Option. A rate of interest per annum which is at all times equal to the
higher of (A) the Prime Rate or (B) the Federal Funds Rate plus fifty (50) basis points
(0.50%) (“Base Rate”). There are no required minimum interest periods for amounts bearing
interest under the Base Rate Option.



     (ii) LIBOR Option. A rate per annum equal to (A) LIBOR plus (B) seventy-five
(75) basis points (0.75%), for the applicable LIBOR Interest Period.



For purposes hereof, the following terms shall have the following meanings:




“Business Day” shall mean any day other than a Saturday or Sunday or a legal holiday on
which commercial banks are authorized or required by law to be closed for business in
Cleveland, Ohio.




“Federal Funds Rate” shall mean for any day the rate per annum (based on a year of 360 days
and actual days elapsed) determined in good faith by the Bank in accordance with its usual
procedures (which determination shall be conclusive absent manifest error) to be the Open
Rate for federal funds transactions as of the opening of business for federal funds
transactions among members of the Federal Reserve System arranged by federal funds brokers
on such day, as quoted by Garvin Guybutler (or any successor) or any other broker selected
in good faith by the Bank, as set forth on the applicable Telerate display page; provided
however, that if such day is not a Business Day, the Federal Funds Rate for such day shall
be the Open Rate on the immediately preceding Business Day or if no such rate shall be
quoted by a federal funds broker at such time, such other rate as determined in good faith
by the Bank in accordance with its usual procedures (which determination shall be conclusive
absent manifest error). If and when the Federal Funds Rate changes, the rate of interest
with respect to any advance to which the Federal Funds Rate applies will change
automatically without notice to the Borrower, effective on the date of any such change.




“LIBOR” shall mean, with respect to any amount to which the LIBOR Option applies for the
applicable LIBOR Interest Period, the interest rate per annum determined by the Bank by
dividing (the resulting quotient rounded upwards, if necessary, to the nearest 1/16th of 1%)
(i) the rate of interest determined in good faith by the Bank in accordance with its usual
procedures (which determination shall be conclusive absent manifest error) to be the
eurodollar rate two (2) Business Days prior to the first day of such LIBOR Interest Period
for such amount and having a borrowing date and a maturity comparable to such LIBOR Interest
Period by (ii) a number equal to 1.00 minus the LIBOR Reserve Percentage.



 









 






“LIBOR Interest Period” shall mean, with respect to any amount to which the LIBOR Option
applies, the period of seven (7), fourteen (14) or twenty-one (21) days as selected by the
Borrower on the date of disbursement of such amount (or the date of conversion of any amount
to the LIBOR Option, as the case may be) and each successive period selected by the Borrower
thereafter; provided that, (i) if a LIBOR Interest Period would end on a day
which is not a Business Day, it shall end on the next succeeding Business Day unless such
day falls in the next succeeding calendar month in which case the LIBOR Interest Period
shall end on the next preceding Business Day, and (ii) the Borrower may not select a LIBOR
Interest Period that would end on a day after the Maturity Date (as hereinafter defined).




“LIBOR Reserve Percentage” shall mean the maximum effective percentage in effect
on such day as prescribed by the Board of Governors of the Federal Reserve System (or any
successor) for determining the reserve requirements (including, without limitation,
supplemental, marginal and emergency reserve requirements) with respect to eurocurrency
funding (currently referred to as “Eurocurrency liabilities”).




“Prime Rate” shall mean the rate publicly announced by the Bank from time to time as its
prime rate. The Prime Rate is determined from time to time by the Bank as a means of
pricing some loans to its borrowers. The Prime Rate is not tied to any external rate of
interest or index, and does not necessarily reflect the lowest rate of interest actually
charged by the Bank to any particular class or category of customers. If and when the Prime
Rate changes, the rate of interest with respect to any amounts to which the Base Rate Option
applies will change automatically without notice to the Borrower, effective on the date of
any such change.


LIBOR shall be adjusted with respect to any amounts to which the LIBOR Option applies on and as of
the effective date of any change in the LIBOR Reserve Percentage. The Bank shall give prompt
notice to the Borrower of LIBOR as determined or adjusted in accordance herewith, which
determination shall be conclusive absent manifest error.



If the Bank reasonably determines (which determination shall be final and conclusive) that, by
reason of circumstances affecting the eurodollar market generally, deposits in dollars (in the
applicable amounts) are not being offered to banks in the eurodollar market for the selected term,
or adequate means do not exist for ascertaining LIBOR, then the Bank shall give notice thereof to
the Borrower. Thereafter, until the Bank notifies the Borrower that the circumstances giving rise
to such suspension no longer exist, (a) the availability of the LIBOR Option shall be suspended,
and (b) the interest rate for all amounts then bearing interest under the LIBOR Option shall be
converted at the expiration of the then current LIBOR Interest Period to the Base Rate.



In addition, if, after the date of this Note, the Bank shall reasonably determine (which
determination shall be final and conclusive) that any enactment, promulgation or adoption of or any
change in any applicable law, rule or regulation, or any change in the interpretation or
administration thereof by a governmental authority, central bank or comparable agency charged with
the interpretation or administration thereof, or compliance by the Bank with any guideline, request
or directive (whether or not having the force of law) of any such authority, central bank or
comparable agency shall make it unlawful or impossible for the Bank to make or maintain or fund
loans based on LIBOR, the Bank shall notify the Borrower. Upon receipt of such notice, until the
Bank notifies the Borrower that the circumstances giving rise to such determination no longer apply
(which it agrees to promptly do if such is the case), (a) the availability of the LIBOR Option
shall be suspended, and (b) the interest rate on all amounts then bearing interest under the LIBOR
Option shall be converted to the Base Rate either (i) on the last day of the then current LIBOR
Interest Period(s) if the Bank may lawfully continue to maintain or fund loans based on LIBOR to
such day, or (ii) immediately if the Bank may not lawfully continue to maintain or fund loans based
on LIBOR.



The foregoing notwithstanding, it is understood that the Borrower may select different Options to
apply simultaneously to different portions of this Note and may select up to three (3) different
interest periods to apply simultaneously to different portions of this Note bearing interest under
the LIBOR Option. Interest hereunder on amounts bearing interest under the LIBOR Option will be
calculated based on the actual number of days that


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principal is outstanding over a year of 360 days. Interest hereunder on amounts bearing interest
under the Base Rate Option will be calculated based on the actual number of days that principal is
outstanding over a year of 365/366 days. In no event will the rate of interest hereunder exceed the
maximum rate allowed by law.



2. Interest Rate Election. Subject to the terms and conditions of this Note, at the end of
each interest period applicable to any amounts hereunder, the Borrower may renew the Option
applicable to such amounts or convert such amounts to a different Option; provided
that, during any period in which any Event of Default (as hereinafter defined) has occurred
and is continuing, any amounts bearing interest under the LIBOR Option shall, at the Bank’s sole
discretion, be converted at the end of the applicable LIBOR Interest Period to the Base Rate and
the LIBOR Option will not be available to Borrower with respect to the conversion or renewal of any
other amounts until such Event of Default has been cured by the Borrower or waived by the Bank.
The Borrower shall notify the Bank of each election of an Option, each conversion from one Option
to another, the amount of the portions hereunder to be allocated to each Option and where relevant
the interest periods therefor. In the case of converting to the LIBOR Option, such notice shall be
given at least three (3) Business Days prior to the commencement of any LIBOR Interest Period. If
no interest period is specified in any such notice for an amount that is to bear interest under the
LIBOR Option, the Borrower shall be deemed to have selected a LIBOR Interest Period of one week’s
duration. If no notice of election, conversion or renewal is timely received by the Bank with
respect to any amount hereunder, the Borrower shall be deemed to have elected the Base Rate Option
therefor. Any such election shall be promptly confirmed in writing by such method as the Bank may
require.



3. Payment of Interest. The Borrower shall pay accrued interest on the unpaid principal
balance of this Note in arrears: (a) for amounts hereunder bearing interest under the Base Rate
Option, on the last day of each calendar quarter during the term hereof, (b) for amounts hereunder
bearing interest under the LIBOR Option, on the last day of the respective LIBOR Interest Period
for such amounts, and (c) for all outstanding amounts, at maturity, whether by acceleration of this
Note or otherwise, and after maturity, on demand until paid in full.



4. Payment of Principal. All outstanding principal and any unpaid accrued interest shall
be due and payable in full on December 27, 2006 (the “Maturity Date").



If any payment under this Note shall become due on a Saturday, Sunday or public holiday under the
laws of the State where the Bank’s office indicated above is located, such payment shall be made on
the next succeeding Business Day and such extension of time shall be included in computing interest
in connection with such payment. The Borrower hereby authorizes the Bank, upon the occurrence and
during the continuance of an Event of Default, to charge the Borrower’s deposit account at the Bank
for any payment when due hereunder, and the Bank agrees to provide the Borrower with prompt written
notice of any such charge. Payments received will be applied to charges, fees and expenses
(including attorneys’ fees), accrued interest and principal in any order the Bank may choose, in
its sole discretion.



5. Default Rate. Upon maturity, whether by acceleration, demand or otherwise, and at the
Bank’s option upon the occurrence of any Event of Default (as hereinafter defined) and during the
continuance thereof, amounts outstanding under this Note shall bear interest at a rate per annum
which shall be two percentage points (2%) in excess of the interest rate otherwise in effect from
time to time under this Note but not more than the maximum rate allowed by law (the “Default
Rate”). The Default Rate shall continue to apply whether or not judgment shall be entered on this
Note. The Default Rate is imposed as liquidated damages for the purpose of defraying the Bank’s
expenses incident to the handling of delinquent payments, but is in addition to, and not in lieu
of, the Bank’s exercise of any rights and remedies hereunder, under the other Loan Documents or
under applicable law, and any fees and expenses of any agents or attorneys which the Bank may
employ. In addition, the Default Rate reflects the increased credit risk to the Bank of carrying a
loan that is in default. The Borrower agrees that the Default Rate is a reasonable forecast of
just compensation for anticipated and actual harm incurred by the Bank, and that the actual harm
incurred by the Bank cannot be estimated with certainty and without difficulty.



6. Prepayment. The Borrower shall have the right to prepay any amount hereunder at any
time and from time to time, in whole or in part; subject, however, to payment of any break funding
indemnification amounts owing pursuant to paragraph 7 below.




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7. Yield Protection; Break Funding Indemnification. The Borrower shall pay to the Bank
within fifteen (15) days of written demand therefor, together with the written evidence of the
justification therefor, all direct costs incurred, actual losses suffered or payments made by Bank
by reason of any change in law or regulation or its interpretation thereof (whether or not having
the force of law) imposing any reserve, deposit, allocation of capital, or similar requirement
(including without limitation, Regulation D of the Board of Governors of the Federal Reserve
System) on the Bank, its holding company or any of their respective assets. In addition, the
Borrower agrees to indemnify the Bank against any liabilities, actual losses or actual expenses
(including, without limitation, any loss or expense sustained or incurred in liquidating or
employing deposits from third parties, and any actual loss or actual expense incurred in connection
with funds acquired to effect, fund or maintain any amounts hereunder (or any part thereof) bearing
interest under the LIBOR Option (but excluding the loss of anticipated profits) which the Bank
sustains or incurs as a consequence of either (i) the Borrower’s failure to make a payment on the
due date thereof, (ii) the Borrower’s revocation (expressly, by later inconsistent notices or
otherwise) in whole or in part of any notice given to Bank to request, convert, renew or prepay any
amounts bearing interest under the LIBOR Option, or (iii) the Borrower’s payment or prepayment
(whether voluntary, after acceleration of the maturity of this Note or otherwise) or conversion of
any amounts bearing interest under the LIBOR Option on a day other than the regularly scheduled due
date therefor. A notice as to any amounts payable pursuant to this paragraph given to the Borrower
by the Bank shall, in the absence of manifest error, be conclusive and shall be payable within
fifteen (15) days of written demand. The Borrower’s indemnification obligations hereunder shall
survive the payment in full of all amounts payable hereunder.



8. Other Loan Documents. This Note is issued in connection with a letter agreement between
the Borrower and the Bank, dated as of the date hereof (the “Letter Agreement”), and the other
agreements and documents executed and/or delivered in connection therewith, the terms of which are
incorporated herein by reference (as amended, modified or renewed from time to time, collectively
the “Loan Documents”).



9. Events of Default. The occurrence of any of the following events will be deemed to be an
“Event of Default” under this Note: (i) the nonpayment of any principal under this Note when due,
or nonpayment of interest or other indebtedness under this Note within 5 Business Days after
written notice from the Bank that the same has become due; (ii) the occurrence of any event of
default or any default and the lapse of any notice or cure period, or any Obligor’s failure to
observe or perform any covenant or other agreement, under or contained in any Loan Document; (iii)
the filing by or against any Obligor of any proceeding in bankruptcy, receivership, insolvency,
reorganization, liquidation, conservatorship or similar proceeding (and, in the case of any such
proceeding instituted against any Obligor, such proceeding is not dismissed or stayed within 60
days of the commencement thereof, provided that the Bank shall not be obligated to advance
additional funds hereunder during such period); (iv) any assignment by any Obligor for the benefit
of creditors; (v) a default with respect to any other indebtedness of the Borrower and any of its
subsidiaries for borrowed money aggregating in excess of $15,000,000.00, if the effect of such
default is to cause or permit the acceleration of such debt; (vi) the entry of a final judgment or
order for the payment of money in excess of $15,000,000.00 in aggregate amount against the Borrower
and any of its subsidiaries which is not stayed on appeal and the failure of the Borrower or
subsidiary to discharge the judgment or order within ninety (90) days of the entry thereof; (vii)
the Borrower ceases doing business as a going concern; (viii) any representation or warranty made
by any Obligor to the Bank in any Loan Document is false, erroneous or misleading in any material
respect as of the date made; (ix) a Change in Control shall occur; or (x) the revocation or
attempted revocation, in whole or in part, of any guarantee by any Obligor. As used herein, (a)
the term “Change in Control” shall have the meaning ascribed to such term in the Other Loan
Document (as defined in the Letter Agreement); and (b) the term “Obligor” means any Borrower and
any guarantor of the Borrower’s obligations to the Bank under the Loan Documents existing on the
date of this Note or arising in the future.



Upon the occurrence of an Event of Default: (a) the Bank shall be under no further obligation to
make advances hereunder; (b) if an Event of Default specified in clause (iii) or (iv) above shall
occur, the outstanding principal balance and accrued interest hereunder together with any
additional amounts payable hereunder shall be immediately due and payable without demand or notice
of any kind; (c) if any other Event of Default shall occur, the outstanding principal balance and
accrued interest hereunder together with any additional amounts payable


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hereunder, at the Bank’s option and without demand or notice of any kind, may be accelerated and
become immediately due and payable; (d) at the Bank’s option, this Note will bear interest at the
Default Rate from the date of the occurrence of the Event of Default; and (e) the Bank may exercise
from time to time any of the rights and remedies available under the Loan Documents or under
applicable law.



10. Right of Setoff. In addition to all liens upon and rights of setoff against the
Borrower’s money, securities or other property given to the Bank by law, the Bank shall have, with
respect to the Borrower’s obligations to the Bank under this Note and to the extent permitted by
law, a contractual right of setoff against all of the Borrower’s deposits, moneys, securities and
other property now or hereafter in the possession of or on deposit with, or in transit to, the Bank
or any other direct or indirect subsidiary of The PNC Financial Services Group, Inc., whether held
in a general or special account or deposit, whether held jointly with someone else, or whether held
for safekeeping or otherwise, excluding, however, all IRA, Keogh, and trust accounts. Every such
right of setoff may be exercised without demand upon or notice to the Borrower, but only upon the
occurrence and during the continuance of an Event of Default; the Bank agrees to provide the
Borrower with prompt subsequent notice of any such exercise. Every such right of setoff shall be
deemed to have been exercised without any action of the Bank, although the Bank may enter such
setoff on its books and records at a later time.



11. Indemnity. The Borrower agrees to indemnify each of the Bank, each legal entity, if
any, who controls, is controlled by or is under common control with the Bank, and each of their
respective directors, officers and employees (the “Indemnified Parties”), and to hold each
Indemnified Party harmless from and against any and all claims, damages, losses, liabilities and
expenses (including all fees and charges of internal or external counsel with whom any Indemnified
Party may consult and all expenses of litigation and preparation therefor) which any Indemnified
Party may incur or which may be asserted against any Indemnified Party by any person, entity or
governmental authority (including any person or entity claiming derivatively on behalf of the
Borrower), in connection with or arising out of or relating to the matters referred to in this Note
or in the other Loan Documents or the use of any advance hereunder, whether (a) arising from or
incurred in connection with any breach of a representation, warranty or covenant by the Borrower,
or (b) arising out of or resulting from any suit, action, claim, proceeding or governmental
investigation, pending or threatened, whether based on statute, regulation or order, or tort, or
contract or otherwise, before any court or governmental authority; provided,
however, that the foregoing indemnity agreement shall not apply to any claims, damages,
losses, liabilities and expenses solely attributable to an Indemnified Party’s gross negligence or
willful misconduct. The indemnity agreement contained in this Section shall survive the
termination of this Note, payment of any amounts hereunder and the assignment of any rights
hereunder. The Borrower may participate at its expense in the defense of any such action or claim.



12. Miscellaneous. All notices, demands, requests, consents, approvals and other
communications required or permitted hereunder (“Notices”) must be in writing (except as may be
agreed otherwise above with respect to borrowing requests) and will be effective upon receipt.
Notices may be given in any manner to which the parties may separately agree, including electronic
mail. Without limiting the foregoing, first-class mail, facsimile transmission and commercial
courier service are hereby agreed to as acceptable methods for giving Notices. Regardless of the
manner in which provided, Notices may be sent to a party’s address as set forth above or to such
other address as any party may give to the other for such purpose in accordance with this
paragraph. No delay or omission on the Bank’s part to exercise any right or power arising
hereunder will impair any such right or power or be considered a waiver of any such right or power,
nor will the Bank’s action or inaction impair any such right or power. The Bank’s rights and
remedies hereunder are cumulative and not exclusive of any other rights or remedies which the Bank
may have under other agreements, at law or in equity. No modification, amendment or waiver of, or
consent to any departure by the Borrower from, any provision of this Note will be effective unless
made in a writing signed by the Bank, and then such waiver or consent shall be effective only in
the specific instance and for the purpose for which given. The Borrower agrees to pay on demand,
to the extent permitted by law, all costs and expenses incurred by the Bank in the enforcement of
its rights in this Note and in any security therefor, including without limitation reasonable fees
and expenses of the Bank’s counsel. If any provision of this Note is found to be invalid, illegal
or unenforceable in any respect by a court, all the other provisions of this Note will remain in
full force and effect. The Borrower and all other makers and endorsers of this Note hereby forever
waive presentment, protest, notice of dishonor and notice of non-payment. The Borrower also waives
all defenses based on suretyship or impairment of collateral. This Note shall bind the Borrower
and its heirs, executors,


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administrators, successors and assigns, and the benefits hereof shall inure to the benefit of the
Bank and its successors and assigns; provided, however, that the Borrower may not
assign this Note in whole or in part without the Bank’s written consent and the Bank at any time
may assign this Note in whole, and only in whole, solely as provided in the Letter Agreement.



This Note has been delivered to and accepted by the Bank and will be deemed to be made in the State
of Ohio. This Note will be interpreted and the rights and liabilities of the Bank and the
Borrower determined in accordance with the laws of the State of Ohio, excluding its conflict of
laws rules. The Borrower hereby irrevocably consents to the exclusive jurisdiction of any
state or federal court in the State of Ohio (and appellate courts therefrom); provided that nothing
contained in this Note will prevent the Bank from bringing any action, enforcing any award or
judgment or exercising any rights against the Borrower individually, against any security or
against any property of the Borrower within any other county, state or other foreign or domestic
jurisdiction. The Borrower acknowledges and agrees that the venue provided above is the most
convenient forum for both the Bank and the Borrower. The Borrower waives any objection to venue
and any objection based on a more convenient forum in any action instituted under this Note.



13. WAIVER OF JURY TRIAL. Each of the Bank and the Borrower irrevocably waives any
and all rights it may have to a trial by jury in any action, proceeding or claim of any nature
relating to this Note, any documents executed in connection with this Note or any transaction
contemplated in any of such documents. Each of the Bank and the Borrower acknowledges that the
foregoing waiver is knowing and voluntary.



The Borrower acknowledges that it has read and understood all the provisions of this Note,
including the waiver of jury trial, and has been advised by counsel as necessary or appropriate.




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WITNESS the due execution hereof as a document under seal, as of the date first written above, with
the intent to be legally bound hereby.




	 	 	 	 	 	 	 
	 	 	DIEBOLD, INCORPORATED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kevin J. Krakora	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Name: Kevin J. Krakora	 	 
	 
	 	 	 	 	 	 
	 	 	Title: Executive Vice President and Chief Financial Officer	 	 






ACKNOWLEDGED AND AGREED:





	 	 	 	 	 
	By:

	 	/s/ Joseph G. Moran	 	 
	 

	 	 	 	 
	Joseph G. Moran	 	 
	Vice President	 	 









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