EX-10.1






Exhibit 10.1




THIRD AMENDMENT TO LOAN AGREEMENT




THIS THIRD AMENDMENT TO LOAN AGREEMENT, dated as of November 16, 2005 (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 and a Second Amendment to Loan Agreement dated as of April 27,
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 Effective as of November 16, 2005, Schedule 1.1(a) to the Loan Agreement is replaced with
Schedule 1.1(a) attached hereto.




1.2 Section 2.4(b)(iii) is restated as follows:




(i) the amount of each such increase in the Aggregate Commitments shall not be less
than $10,000,000, and the aggregate amount of all such increases after November 16, 2005
shall not exceed the Dollar Equivalent Amount of $150,000,000 (determined as of the date
each such increase is effective);



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 Lenders, the Swing Lender and the Agent shall have signed this
Amendment.



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



3.3 The Borrowers and the Guarantors shall have delivered such evidence of the due
authorization of the execution, delivery and performance of this Amendment as requested by the
Agent.



ARTICLE IV. MISCELLANEOUS.



4.1 The Borrowers agree to pay an amendment fee to each Lender as separately agreed upon,
payable on or within two Business Days of the effective date of this Amendment.



4.2 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.



4.3 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.



1



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/Robert J. Warren

Print Name: Robert J. Warren

Title: Authorized Signer





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/Robert J. Warren

Print Name: Robert J. Warren

Title: Authorized Signer




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




By: /s/Steven P. Sullivan

Print Name: Steven P. Sullivan

Title: Vice President





KEYBANK NATIONAL ASSOCIATION, as a Co-Syndication




Agent and as a Lender




By: /s/Mary K. Young

Print Name: Mary K. Young

Title: Vice President





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




a Lender




By: /s/Thomas E. Redmond

Print Name: Thomas E. Redmond

Title: Senior 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: Director




3




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





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: /s/David J. Dannemiller

Print Name: David J. Dannemiller

Title: Vice President





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





ABN AMRO BANK N.V.




By: /s/Terrence J.Ward

Print Name: Terrence J.Ward

Title: Senior Vice President





By: /s/Jorgen M. deVries

Print Name: Jorgen M. deVries

Title: Assistant Vice President





THE GOVERNOR AND COMPANY OF THE


BANK OF IRELAND




By: /s/Marion Davoren

Print Name: Marion Davoren

Title: Senior Manager




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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/Susan T. Dubb




	 	 	 	Print Name: Susan T.

Dubb

Title: Vice President, Secretary, and Treasurer





DIEBOLD HOLDING COMPANY, INC.



DIEBOLD ELECTION SYSTEMS, INC.



By: /s/Warren W. Dettinger




	 	 	 	Print Name: Warren W.

Dettinger

Title: Vice President & 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

Title: Vice President & Secretary




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SCHEDULE 1.1(a)




Commitments




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	U.S. Revolving	 	Euro Revolving
	Lender	 	Title	 	Credit Commitment	 	Credit Commitment
	JPMorgan Chase Bank,
	 	 	 	 	 	$	37,500,000	 	 	€	20,000,000	 
	N.A.
	 	Administrative Agent
	 	 	(12.5	%)	 	 	(13.3333333	%)
	KeyBank National
	 	 	 	 	 	$	30,000,000	 	 	€	15,000,000	 
	Association
	 	Co-Syndication Agent
	 	 	(10.0	%)	 	 	(10.0	%)
	National City Bank
	 	Co-Syndication Agent
	 	$	30,000,000	 	 	€	15,000,000	 
	 
	 	 	 	 	 	 	(10.0	%)	 	 	(10.0	%)
	Bank of America, N.A.
	 	Documentation Agent
	 	$	30,000,000	 	 	€	15,000,000	 
	 
	 	 	 	 	 	 	(10.0	%)	 	 	(10.0	%)
	PNC Bank, National
	 	 	 	 	 	$	30,000,000	 	 	€	15,000,000	 
	Association
	 	Documentation Agent
	 	 	(10.0	%)	 	 	(10.0	%)
	The Bank of New York
	 	Managing Agent
	 	$	30,000,000	 	 	€	15,000,000	 
	 
	 	 	 	 	 	 	(10.0	%)	 	 	(10.0	%)
	U.S. Bank, N.A.
	 	Participant
	 	$	30,000,000	 	 	€	10,000,00	 
	 
	 	 	 	 	 	 	(10.0	%)	 	 	(6.6666667	%)
	The Bank of
Tokyo-Mitsubishi,
	 	 	 	 	 	$	30,000,000	 	 	€	10,000,00	 
	Ltd.
	 	Participant
	 	 	(10.0	%)	 	 	(6.6666667	%)
	HSBC Bank USA, N.A.
	 	Participant
	 	$	22,500,000	 	 	€	10,000,000	 
	 
	 	 	 	 	 	 	(7.5	%)	 	 	(6.6666667	%)
	ABN AMRO Bank N.V.
	 	Participant
	 	$	22,500,000	 	 	€	10,000,00	 
	 
	 	 	 	 	 	 	(7.5	%)	 	 	(6.6666667	%)
	The Governor and
Company of the Bank
	 	 	 	 	 	$	7,500,000	 	 	€	15,000,000	 
	of Ireland
	 	Participant
	 	 	(2.5	%)	 	 	(10.0	%)
	Total
	 	 	 	 	 	$	300,000,000	 	 	€	150,000,000	 







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