XVI - CHOICE OF LAW, CONSENT TO JURISDICTION, WAIVER OF JURY TRIAL,
JUDGMENT CURRENCY
16.1.
Choice of Law
16.2.
Waiver of Jury Trial
16.3.
Submission to Jurisdiction; Waivers
16.4.
Acknowledgments
16.5.
Power of Attorney
16.6.
Judgment
EXHIBITS
EXHIBIT A - PRICING SCHEDULE
EXHIBIT B - ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT C - DOMESTIC SUBSIDIARY BORROWER OPINION OF COUNSEL
EXHIBIT D - FOREIGN SUBSIDIARY BORROWER OPINION OF COUNSEL
EXHIBIT E - GUARANTY
EXHIBIT F- JOINDER AGREEMENT
EXHIBIT G - MANDATORY COSTS
EXHIBIT H - NOTE
EXHIBIT I - COMMITMENT AND ACCEPTANCE
EXHIBIT J - U.S. TAX CERTIFICATE
EXHIBIT K - OPINION OF COUNSEL
EXHIBIT L- WRITTEN TRANSFER INSTRUCTIONS
EXHIBIT M - COMPLIANCE CERTIFICATE
SCHEDULES
SCHEDULE 1.1(a) - COMMITMENTS
SCHEDULE 1.1(b) - INTEGRATED SERVICE CONTRACT DEBT
SCHEDULE 1.1(c) - SUBSIDIARY BORROWERS
SCHEDULE 5.7 - LITIGATION
SCHEDULE 5.8 - SUBSIDIARIES
SCHEDULE 6.12 - LIENS
CREDIT AGREEMENT
THIS CREDIT AGREEMENT (this "Agreement"), dated as of June 30, 2011, is among
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
(the "Lenders"), and JPMORGAN CHASE BANK, N.A., a national banking association,
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:
"Acquisition" means any transaction, or any series of related transactions,
consummated on or after the date of this Agreement, by which the Company or any
of its Subsidiaries (i) acquires any going business or all or substantially all
of the assets of any Person or division thereof, whether through purchase of
assets, merger or otherwise or (ii) directly or indirectly acquires (in one
transaction or as the most recent transaction in a series of transactions) at
least a majority (in number of votes) of the Voting Stock of any Person.
"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 (including without limitation all Mandatory Costs
as reasonably determined by the Administrative Agent) 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 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