EX-10.17(V)



 





Exhibit 10.17(v)




FOURTH AMENDMENT TO LOAN AGREEMENT




          THIS FOURTH AMENDMENT TO LOAN AGREEMENT, dated as of November 27, 2006 (this “Amendment”), is
among DIEBOLD, INCORPORATED, an Ohio corporation (the “Company”), the SUBSIDIARY BORROWERS
(as defined in the Loan Agreement referred to below) (together with the Company, the
“Borrowers”), the lenders set forth on the signature pages hereof (the “Lenders”),
and JPMORGAN CHASE BANK, N.A., a national banking association, as agent for the Lenders (in such
capacity, the “Agent”).



RECITALS




          A. The Borrowers, the Lenders party thereto and the Agent are parties to an Amended and
Restated Loan Agreement dated as of April 30, 2003, as amended by a First Amendment to Loan
Agreement dated as of April 28, 2004, a Second Amendment to Loan Agreement dated as of April 27,
2005 and a Third Amendment to Loan Agreement dated as of November 16, 2005 (the “Loan
Agreement”).




          B. The Borrowers desire to amend the Loan Agreement as set forth herein, and the Agent and the
Lenders are willing to do so in accordance with the terms hereof.




TERMS




          In consideration of the premises and of the mutual agreements herein contained, the parties
agree as follows:




          ARTICLE I. AMENDMENTS. Upon fulfillment of the conditions set forth in Article III
hereof, the Loan Agreement shall be amended as follows:




     1.1 The following definition is added to Section 1.1 in appropriate alphabetical order:



     “Brazilian Reorganization” means the plan of reorganization that the Company intends to
implement in connection with its Brazilian Subsidiaries as substantially described in, and
materially in accordance with the terms of, the Brazilian Reorganization Certificate.



     “Brazilian Reorganization Certificate” means a certificate of the Company delivered to the
Lenders in connection with the Fourth Amendment to this Agreement.



     1.2 Section 6.10 is amended by re-designating clause (iv) thereof as clause (v) and adding the
following new clause (iv):



     (iv) The transfers among the Company and its Subsidiaries described in the Brazilian
Reorganization Certificate to implement the Brazilian Reorganization.



     1.3 Section 6.11 is amended by re-designating clause (v) thereof as clause (vi) and adding the
following new clause (v):



     (v) Investments described in the Brazilian Reorganization Certificate to implement the
Brazilian Reorganization, provided that no Default or Unmatured Default exists at the time of such
Investment.



 









 





     1.4 Section 6.14 is amended by adding the following to the end thereof: “and except for, if no
Default or Unmatured Default exists at the time thereof, transactions described in the Brazilian
Reorganization Certificate to implement the Brazilian Reorganization”.



     1.5 Section 6.15 is amended by re-designating clause (vii) thereof as clause (viii) and adding
the following new clause (vii):



     (vii) Indebtedness arising solely in connection with the Brazilian Reorganization and
described in the Brazilian Reorganization Certificate, provided that no Default or Unmatured
Default exists at the time such Indebtedness is incurred.



     ARTICLE II. REPRESENTATIONS. Each of the Borrowers represents and warrants to the
Agent and the Lenders that:



     2.1 The execution, delivery and performance of this Amendment are within its powers, have been
duly authorized by existing board resolutions or other necessary corporate action and are not in
contravention of any statute, law or regulation or of any terms of its Articles of Incorporation,
Certificate of Incorporation or By-laws or other charter documents, or of any material agreement or
undertaking to which it is a party or by which it is bound.



     2.2 This Amendment is the legal, valid and binding obligation of it, enforceable against it in
accordance with the terms hereof, except as enforceability may be limited by bankruptcy, insolvency
or similar laws affecting the enforcement of creditors’ rights generally and by general principles
of equity.



     2.3 After giving effect to the amendments contained herein, the representations and warranties
contained in Article V of the Loan Agreement are true on and as of the date hereof with the same
force and effect as if made on and as of the date hereof, except to the extent any such
representation or warranty is stated to relate solely to an earlier date, in which case such
representation or warranty shall be true and correct on and as of such earlier date.



     2.4 After giving effect to the amendments contained herein, no Default or Unmatured Default
exists or has occurred and is continuing on the date hereof.



     ARTICLE III. CONDITIONS OF EFFECTIVENESS. This Amendment shall become effective as
of the date hereof when each of the following conditions is satisfied:



     3.1 The Borrowers, the Required Lenders, the Swing Lender and the Agent shall have signed this
Amendment.



     3.2 The Lenders shall have received the Brazilian Reorganization Certificate.



     3.3 The Guarantors shall have signed the consent and agreement to this Amendment.



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     ARTICLE IV. MISCELLANEOUS.



     4.1 References in the Loan Agreement or in any other Loan Document to the Loan Agreement shall
be deemed to be references to the Loan Agreement as amended hereby and as further amended from time
to time.



     4.2 Except as expressly amended hereby, each of the Borrowers agrees that the Loan Agreement
and the other Loan Documents are ratified and confirmed, as amended hereby, and shall remain in
full force and effect in accordance with their terms and that they are not aware of any set off,
counterclaim, defense or other claim or dispute with respect to any of the foregoing. Terms used
but not defined herein shall have the respective meanings ascribed thereto in the Loan Agreement.
This Amendment may be signed upon any number of counterparts with the same effect as if the
signatures thereto and hereto were upon the same instrument, and telecopied signatures shall be
effective as originals.



[Remainder of page intentionally blank]




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     IN WITNESS WHEREOF, the Borrowers, the Lenders and the Agent have executed this Amendment as
of the date first above written.



	 	 	 	 	 	 	 
	 	 	DIEBOLD, INCORPORATED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	/s/ Kevin J. Krakora	 	 
	 

	 	 	 	 	 
	 

	 	Print Name: 	Kevin J. Krakora	 	 
	 

	 	 	 	 	 	 
	 

	 	Title: 	Executive Vice President and Chief Financial
Officer	 
	 

	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	DIEBOLD INTERNATIONAL LIMITED, as a Subsidiary

Borrower	 	 
	 	 	DIEBOLD SELF-SERVICE SOLUTIONS LIMITED LIABILITY

COMPANY, as a Subsidiary Borrower

DIEBOLD AUSTRALIA PTY LTD, as a Subsidiary Borrower	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	/s/ Kevin Krakora	 	 
	 

	 	 	 	 	 
	 

	 	Print Name: 	Kevin Krakora	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	Executive Vice President and Chief Financial
Officer	 
	 

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

	 	By:	/s/ Steven P. Sullivan	 	 
	 

	 	 	 	 	 
	 

	 	Print Name:	Steven P. Sullivan	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	Vice President	 	 
	 

	 	 	 	 	 





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	 	 	KEYBANK NATIONAL ASSOCIATION, as a	 	 
	 	 	Co-Syndication Agent and as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Thomas J. Purcell	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	Thomas J. Purcell	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Senior Vice President	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	NATIONAL CITY BANK, as a Co-Syndication Agent	 	 
	 	 	and as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Matthew J. Gausman	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	Matthew J. Gausman	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Assistant Vice President	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as a Documentation Agent	 	 
	 	 	and as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Irene Bertozzi Bartenstein	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	Irene Bertozzi Bartenstein	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Principal	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	PNC BANK, NATIONAL ASSOCIATION, as a	 	 
	 	 	Documentation Agent and as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Joseph G. Moran	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	Joseph G. Moran	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Managing Director	 	 
	 

	 	 	 	 	 	 





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	 	 	THE BANK OF NEW YORK, as a Managing Agent	 	 
	 	 	and as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Kenneth R. McDonnell	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	Kenneth R. McDonnell	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Vice President	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	U.S. BANK, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF TOKYO-MITSUBISHI, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Tsuguyuki Umene	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	Tsuguyuki Umene	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Deputy General Manager	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HSBC BANK USA, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Bruce Wicks	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	Bruce Wicks	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	First Vice President	 	 
	 

	 	 	 	 	 	 





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	 	 	ABN AMRO BANK N.V.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Larry D. Richman	 	 
	 

	 	 
	 	 	 	 
	 

	 	Print Name:	 	Larry D. Richman	 	 
	 

	 	 
	 	 	 	 
	 

	 	Title:	 	President Commercial Banking	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Roy D. Hasbrook	 	 
	 

	 	 
	 	 	 	 
	 

	 	Print Name:	 	Roy D. Hasbrook	 	 
	 

	 	 
	 	 	 	 
	 

	 	Title:	 	Senior Vice President	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	THE GOVERNOR AND COMPANY OF THE	 	 
	 	 	BANK OF IRELAND	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Anne Marie Delaney	 	 
	 

	 	 
	 	 	 	 
	 

	 	Print Name:	 	Anne Marie Delaney	 	 
	 

	 	 
	 	 	 	 
	 

	 	Title:	 	Associate	 	 
	 

	 	 
	 	 	 	 





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CONSENT AND AGREEMENT




     As of the date and year first above written, each of the undersigned hereby:



     (a) fully consents to the terms and provisions of the above Amendment and the consummation of
the transactions contemplated thereby;



     (b) agrees that the Guaranty to which it is a party and each other Loan Document to which it
is a party are hereby ratified and confirmed and shall remain in full force and effect,
acknowledges and agrees that it has no setoff, counterclaim, defense or other claim or dispute with
respect the Guaranty to which it is a party and each other Loan Document to which it is a party;
and



     (c) represents and warrants to the Agent and the Lenders that the execution, delivery and
performance of this Consent and Agreement are within its powers, have been duly authorized and are
not in contravention of any statute, law or regulation or of any terms of its organizational
documents or of any material agreement or undertaking to which it is a party or by which it is
bound, and this Consent and Agreement is the legal, valid and binding obligations of it,
enforceable against it in accordance with the terms hereof and thereof. Terms used but not defined
herein shall have the respective meanings ascribed thereto in the Loan Agreement.



	 	 	 	 	 	 	 
	 	 	DIEBOLD INVESTMENT COMPANY
	 	 
	 	 	DIEBOLD FINANCE COMPANY, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Jeffrey K. Simpson	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	Jeffrey K. Simpson	 	 
	 

	 	 	 	 	 	 
	 

	 	Their:	 	President and Assistant Secretary	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	DIEBOLD HOLDING COMPANY, INC.	 	 
	 	 	DIEBOLD ELECTION SYSTEMS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Warren W. Dettinger	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	Warren W. Dettinger	 	 
	 

	 	 	 	 	 	 
	 

	 	Their:	 	Vice President and Secretary	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	DIEBOLD GLOBAL FINANCE CORPORATION	 	 
	 	 	DIEBOLD SST HOLDING COMPANY, INC.	 	 
	 	 	DIEBOLD SELF-SERVICE SYSTEMS	 	 
	 	 	DIEBOLD CHINA SECURITY HOLDING COMPANY, INC.	 	 
	 	 	DIEBOLD LATIN AMERICA HOLDING COMPANY, INC.	 	 
	 	 	DIEBOLD SOUTHEAST MANUFACTURING, INC.	 	 
	 	 	DIEBOLD MIDWEST MANUFACTURING, INC.	 	 
	 	 	DIEBOLD AUSTRALIA HOLDING COMPANY, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Warren W. Dettinger	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	Warren W. Dettinger	 	 
	 

	 	 	 	 	 	 
	 

	 	Their:	 	Vice President and Secretary	 	 
	 

	 	 
	 	 	 	 






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