Exhibit 10.2
EXECUTION VERSION
FORBEARANCE AND AMENDMENT AGREEMENT
This FORBEARANCE AND AMENDMENT AGREEMENT, dated as of May 30, 2023 (this Forbearance and Amendment), is entered into
among DIEBOLD NIXDORF, INCORPORATED, an Ohio corporation (the Company), each other Loan Party party hereto, the Lenders party hereto, JPMORGAN CHASE BANK, N.A., as administrative agent (the Administrative
Agent), and GLAS AMERICAS LLC, as collateral agent (the Collateral Agent) and amends that certain Credit Agreement, dated as of December 29, 2022, by and among the Company, the Lenders from time to time party
thereto, the Administrative Agent and the Collateral Agent (as amended, restated, amended and restated, modified or supplemented from time to time prior to the date hereof, the Existing Credit Agreement, and as further amended and
modified by this Forbearance and Amendment, the Credit Agreement).
RECITALS:
WHEREAS, the Company and the other Loan Parties have requested, and the Lenders party hereto, constituting the Supermajority Lenders under the
Credit Agreement as of the date hereof (collectively, the Consenting Lenders), have agreed, subject to the terms and conditions set forth herein, to forbear from, and instruct the Administrative Agent and the Collateral Agent to
forbear from, during the Forbearance Period (as defined below), (x) declaring due and payable, or both, the principal of, and accrued and unpaid interest and fees in respect of, the Loans and/or any other Obligations and (y) otherwise
exercising any rights, remedies, powers, privileges and defenses under the Credit Agreement, the other Loan Documents and applicable law, with respect to any Unmatured Default or Default.
WHEREAS, the Company, the Borrower and the other Loan Parties have requested that the Administrative Agent and the Consenting Lenders, amend
the Existing Credit Agreement on the terms and conditions set forth herein, and the Consenting Lenders and the Administrative Agent (acting at the direction of the Consenting Lenders) have agreed to amend the Existing Credit Agreement, subject to
the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the agreements, promises and covenants
set forth below, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
For purposes of this Forbearance and Amendment, the following terms shall have the following meanings:
(a)
Forbearance Period shall mean the period commencing on (and including) the Effective Date (as defined below) and ending on the Forbearance Termination Date.
(b) Forbearance Termination Date means the Termination Date (as defined in the Restructuring Support
Agreement).
(c) Restructuring Support Agreement means that certain Restructuring Support Agreement,
dated as of May 30, 2023, by and among the Company, certain of the Companys direct and indirect Subsidiaries party thereto, the Initial Consenting Creditors (as defined in the Restructuring Support Agreement) party thereto and the DIP
Backstop Parties (as defined in the Restructuring Support Agreement) party thereto.
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