Material Agreement - Form 8-K

Item 1.01

Entry into a Material Definitive Agreement.

On February 13, 2024, Diebold Nixdorf, Incorporated (the "Company"), as borrower, entered into a credit agreement (the "Revolving Credit Agreement") with certain financial institutions party thereto, as lenders, and PNC Bank, National Association, as administrative agent and collateral agent. The Revolving Credit Agreement provides for a superior-priority senior secured revolving credit facility (the "Credit Facility") in an aggregate principal amount of $200 million, which includes a $50 million letter of credit sub-limitand a $20 million swing loan sub-limit.Borrowings under the Credit Facility may be used by the Company for (i) the Repayment (as defined below) and (ii) general corporate purposes and working capital. As of the effective date of the Revolving Credit Agreement, the Credit Facility is fully drawn.

Concurrently with the closing of the Credit Facility, the Company prepaid $200 million (the "Repayment") of outstanding principal of its senior secured term loans under its credit agreement, dated as of August 11, 2023 (the "Exit Credit Agreement"), by and among the Company, certain financial institutions party thereto, as lenders, GLAS USA LLC, as administrative agent, and GLAS Americas LLC, as collateral agent. The Repayment pays down a portion of the borrowings outstanding under the Company's existing $1.25 billion senior secured term loan credit facility (the "Exit Facility"). After giving effect to the Repayment, the outstanding principal amount of senior secured term loans under the Exit Facility is $1.05 billion.

The Company may repay the loans under the Credit Facility at any time. Amounts borrowed and repaid under the Credit Facility may be reborrowed.

The Credit Facility will mature on February 13, 2027.

The obligations of the Company under the Credit Facility are guaranteed by certain subsidiaries of the Company that are organized in the United States (the "Guarantors"). The Credit Facility and related guarantees are secured by perfected super-priority senior security interests and liens on substantially all assets of the Company and each Guarantor.

Loans under the Credit Facility bear interest at an adjusted secured overnight financing rate plus 4.00% per annum or an adjusted base rate plus 3.00% per annum.

The Credit Facility includes conditions precedent, representations and warranties, affirmative and negative covenants and events of default that are customary for financings of this type and size.

The above summary of the Revolving Credit Agreement is qualified in its entirety by reference to the Revolving Credit Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

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