DIEBOLD NIXDORF, Inc Sample Contracts

1 Exhibit 4.1 ----------- RIGHTS AGREEMENT Dated as of February 11, 1999 By and Between DIEBOLD, INCORPORATED
Rights Agreement • February 2nd, 1999 • Diebold Inc • Calculating & accounting machines (no electronic computers) • Ohio
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RECITALS
Loan Agreement • August 4th, 2004 • Diebold Inc • Calculating & accounting machines (no electronic computers)
RECITALS
Loan Agreement • March 18th, 2002 • Diebold Inc • Calculating & accounting machines (no electronic computers)
RECITALS
Loan Agreement • May 3rd, 2005 • Diebold Inc • Calculating & accounting machines (no electronic computers)
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 19th, 2016 • Diebold Inc • Calculating & accounting machines (no electronic computers) • New York

This REGISTRATION RIGHTS AGREEMENT dated April 19, 2016 (this “Agreement”) is entered into by and among Diebold, Incorporated, an Ohio corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Initial Guarantors”), and J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC, PNC Capital Markets LLC, Mitsubishi UFJ Securities (USA) Inc., U.S. Bancorp Investments, Inc., HSBC Securities (USA) Inc., Scotia Capital (USA) Inc. and Fifth Third Securities, Inc. (collectively, the “Initial Purchasers”).

BACKGROUND
Transfer and Administration Agreement • May 15th, 2001 • Diebold Inc • Calculating & accounting machines (no electronic computers) • New York
AMONG
Agreement and Plan of Merger • October 26th, 1995 • Diebold Inc • Calculating & accounting machines (no electronic computers) • New York
WITNESSETH: -----------
Separation Agreement • March 6th, 2000 • Diebold Inc • Calculating & accounting machines (no electronic computers) • Ohio
SHAREHOLDER TENDER AGREEMENT
Shareholder Tender Agreement • October 26th, 1995 • Diebold Inc • Calculating & accounting machines (no electronic computers) • New York
EIGHTH AMENDMENT
Credit Agreement • May 5th, 2020 • DIEBOLD NIXDORF, Inc • Calculating & accounting machines (no electronic computers) • New York

EIGHTH AMENDMENT, dated as of February 27, 2020 (this “Amendment”), among Diebold Nixdorf, Incorporated (f/k/a Diebold, Incorporated), an Ohio corporation (“Company”), the other Subsidiary Borrowers party hereto, the Guarantors party hereto, the Lenders party hereto, and JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein but not otherwise defined have the meanings assigned to such terms in the Credit Agreement (as hereinafter defined).

DIEBOLD NIXDORF, INCORPORATED, as the Company CREDIT AGREEMENT dated as of August 11, 2023 GLAS USA LLC, as Administrative Agent, and GLAS AMERICAS LLC, as Collateral Agent and THE LENDERS PARTY HERETO
Credit Agreement • August 11th, 2023 • DIEBOLD NIXDORF, Inc • Calculating & accounting machines (no electronic computers) • New York

THIS CREDIT AGREEMENT (this “Agreement”), dated as of August 11, 2023, is among DIEBOLD NIXDORF, INCORPORATED, a Delaware corporation (the “Company”), the Lenders from time to time parties hereto (as defined below), GLAS USA LLC, as Administrative Agent, and GLAS AMERICAS LLC, as Collateral Agent.

RSU Agreement
Rsu Agreement • September 21st, 2009 • Diebold Inc • Calculating & accounting machines (no electronic computers) • Ohio

WHEREAS, (hereinafter called the “Grantee”) is a key associate of Diebold, Incorporated (hereinafter called the “Corporation”) or a Subsidiary; and

Performance Share Agreement
Performance Share Agreement • September 21st, 2009 • Diebold Inc • Calculating & accounting machines (no electronic computers) • Ohio

WHEREAS, (hereinafter called the “Grantee”) is a key associate of Diebold, Incorporated (hereinafter called the “Corporation”) or a Subsidiary; and

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 27th, 2009 • Diebold Inc • Calculating & accounting machines (no electronic computers) • Ohio

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”), dated as of ___by and between DIEBOLD, INCORPORATED, an Ohio corporation (the “Company”), and Thomas W. Swidarski (“the Executive”);

SENIOR SECURED NOTES INDENTURE Dated as of July 20, 2020 Among
Senior Secured Notes Indenture • July 24th, 2020 • DIEBOLD NIXDORF, Inc • Calculating & accounting machines (no electronic computers) • New York

INDENTURE, dated as of July 20, 2020, among Diebold Nixdorf Dutch Holding B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under Dutch law (the “Issuer”), Diebold Nixdorf, Incorporated, an Ohio corporation (the “Company”), the Subsidiary Guarantors listed on the signature pages hereto, Elavon Financial Services DAC, as paying agent, transfer agent and registrar, U.S. Bank National Association, as trustee (the “Trustee”), and U.S. Bank Trustees Limited, as notes collateral agent (the “Notes Collateral Agent”).

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PERFORMANCE UNIT AGREEMENT
Performance Unit Agreement • March 1st, 2021 • DIEBOLD NIXDORF, Inc • Calculating & accounting machines (no electronic computers) • Ohio

This Performance Unit Agreement (this “Agreement”) is made and entered into as of the Date of Grant set forth on the Grant Detail Page by and between Diebold Nixdorf, Incorporated, an Ohio corporation (the “Company”) and Jeffrey Rutherford (the “Participant”).

RECITALS
Assignment Agreement • August 8th, 2003 • Diebold Inc • Calculating & accounting machines (no electronic computers) • Illinois
NOMINATION AND STANDSTILL AGREEMENT
Nomination and Standstill Agreement • February 25th, 2019 • DIEBOLD NIXDORF, Inc • Calculating & accounting machines (no electronic computers) • Ohio

This Nomination and Standstill Agreement dated February 22, 2019 (this “Agreement”), is by and among Diebold Nixdorf, Incorporated (the “Company”), the individuals and entities listed on Schedule I, attached hereto (collectively, with their respective Affiliates, “GAMCO”) (each of the Company and GAMCO, a “Party” to this Agreement, and collectively, the “Parties”).

DIEBOLD, INCORPORATED BRIDGE CREDIT AGREEMENT dated as of November 23, 2015 JPMORGAN CHASE BANK, N.A., as Administrative Agent and THE LENDERS PARTY HERETO J.P. MORGAN SECURITIES LLC, and CREDIT SUISSE SECURITIES (USA) LLC, as Joint Lead Arrangers and...
Bridge Credit Agreement • January 8th, 2016 • Diebold Inc • Calculating & accounting machines (no electronic computers) • New York

THIS BRIDGE CREDIT AGREEMENT (this “Agreement”), dated as of November 23, 2015, is among DIEBOLD, INCORPORATED, an Ohio corporation (the “Company”), the lenders from time to time parties hereto (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

Restricted Stock Unit Agreement
Restricted Stock Unit Agreement • February 29th, 2016 • Diebold Inc • Calculating & accounting machines (no electronic computers) • Ohio

WHEREAS, the Participant is a key associate of Diebold, Incorporated (hereinafter called the “Corporation”) or a Subsidiary; and

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 27th, 2009 • Diebold Inc • Calculating & accounting machines (no electronic computers) • Ohio

WHEREAS, the Company and the Executive previously entered into an Agreement dated as of the Effective Date (the “2005 Agreement”) setting forth the terms and conditions upon which the Executive agreed to serve as an officer of the Company;

RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • April 28th, 2017 • DIEBOLD NIXDORF, Inc • Calculating & accounting machines (no electronic computers) • Ohio

This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of the Date of Grant set forth on the Grant Detail Page by and between Diebold Nixdorf, Incorporated, an Ohio corporation (the “Company”) and the Participant.

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • July 30th, 2015 • Diebold Inc • Calculating & accounting machines (no electronic computers) • Ohio

THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the “Amended Agreement”), is made and entered into as of July 30, 2015 (the “Effective Date”) by and between Diebold, Incorporated, an Ohio corporation (together with its successors and assigns permitted under this Amended Agreement, the “Company”), and Andreas W. Mattes (the “Executive” and, together with the Company, the “Parties”).

EMPLOYEE AGREEMENT
Employee Agreement • July 30th, 2015 • Diebold Inc • Calculating & accounting machines (no electronic computers) • Ohio

This EMPLOYEE AGREEMENT (“Agreement”), dated as of [ENTER DATE], by and between DIEBOLD, INCORPORATED, an Ohio corporation (the “Company”), and [ENTER NAME] (the “Employee”).

DIEBOLD NIXDORF, INCORPORATED CEO INDUCEMENT AWARD AGREEMENT
Inducement Award Agreement • February 21st, 2018 • DIEBOLD NIXDORF, Inc • Calculating & accounting machines (no electronic computers) • Ohio

This CEO Inducement Award Agreement (this “Agreement”) is made and entered into as of February 21, 2018 by and between Diebold Nixdorf, Incorporated, an Ohio corporation (the “Company”) and Gerrard Schmid (the “Executive”)

PERFORMANCE CASH AWARD AGREEMENT
Performance Cash Award Agreement • May 30th, 2023 • DIEBOLD NIXDORF, Inc • Calculating & accounting machines (no electronic computers) • Ohio

This Performance Cash Award Agreement (this “Agreement”) is made and entered into as of the Date of Grant set forth on the Grant Detail Page by and between Diebold Nixdorf, Incorporated, an Ohio corporation (the “Company”) and the Participant. Capitalized terms that are used but not defined herein have the meanings ascribed to them in the 2017 Equity and Performance Incentive Plan, as amended (the “Plan”); provided, however, that the Award is not subject to, or granted pursuant to the terms of, the Plan.

FIRST SUPPLEMENTAL INDENTURE
Supplemental Indenture • January 5th, 2023 • DIEBOLD NIXDORF, Inc • Calculating & accounting machines (no electronic computers) • New York

First Supplemental Indenture (this “First Supplemental Indenture”), dated as of December 29, 2022, by and among Diebold Nixdorf Dutch Holding B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under Dutch law (the “Issuer”), Diebold Nixdorf, Incorporated, an Ohio corporation (the “Company”), the existing Guarantors (as defined in the Indenture referred to below) party thereto, and each of the guaranteeing subsidiaries listed under Schedule I (the “Guaranteeing Subsidiaries”), all of which are subsidiaries of the Company, Elavon Financial Services DAC, as paying agent, transfer agent and registrar, U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) and U.S. Bank Trustees Limited, as notes collateral agent (the “Existing Notes Collateral Agent”), and GLAS Americas LLC, as replacement collateral agent under the Indenture (the “New Notes Collateral Agent”).

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