DIEBOLD NIXDORF, Inc 8-K, filed Jul 24, 2020

About this 8-K

Items reported

DIEBOLD NIXDORF, Inc (DBD)

8-K 2020-07-24 For: 2020-07-20

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Added on April 08, 2026

DIEBOLD NIXDORF, Inc filed this 8-K on July 24, 2020, reporting on events of July 20, 2020.

Diebold Nixdorf, Incorporated

July 24, 2020

/s/ Jeffrey Rutherford

Jeffrey Rutherford

Senior Vice President and Chief Financial Officer

(Principal Financial Officer)

Item 1.01: Entered into a material agreement
Item 2.03: New debt or off-balance-sheet obligation
Item 9.01: Financial statements and exhibits

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Ohio	1-4879	34-0183970
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

5995 Mayfair Road, P.O. Box 3077, North Canton, Ohio		44720-8077
(Address of principal executive offices)		(Zip Code)


Exhibit Number		Description

4.1		Indenture, dated as of July 20, 2020, among Diebold Nixdorf, Incorporated, as issuer, the subsidiaries of Diebold Nixdorf, Incorporated named therein as guarantors, and U.S. Bank National Association, as trustee and notes collateral agent, relating to Diebold Nixdorf, Incorporated’s 9.375% Senior Secured Notes due 2025.

4.2		Form of 9.375% Senior Secured Notes due 2025 (included in Exhibit 4.1).

4.3		Indenture, dated as of July 20, 2020, among Diebold Nixdorf Dutch Holding B.V., as issuer, Diebold Nixdorf, Incorporated, as guarantor, the subsidiaries of Diebold Nixdorf, Incorporated named therein as guarantors, Elavon Financial Services DAC, as paying agent, transfer agent and registrar, U.S. Bank National Association, as trustee, and U.S. Bank Trustees Limited, as notes collateral agent, relating to Diebold Nixdorf Dutch Holding B.V.’s 9.000% Senior Secured Notes due 2025.

4.4		Form of 9.000% Senior Secured Notes due 2025 (included in Exhibit 4.3).

10.1*		Ninth Amendment, dated as of July 20, 2020, by and among Diebold Nixdorf, Incorporated, as borrower, the guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent and the lenders party thereto.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).


		Page
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE			1

Section 1.01	Definitions		1
Section 1.02	Other Definitions		39
Section 1.03	Rules of Construction		40
Section 1.04	[Reserved]		41
Section 1.05	Acts of Holders		41

ARTICLE 2 THE NOTES			43

Section 2.01	Form and Dating; Terms		43
Section 2.02	Execution and Authentication		44
Section 2.03	Registrar and Paying Agent		44
Section 2.04	Paying Agent to Hold Money in Trust		45
Section 2.05	Holder Lists		45
Section 2.06	Transfer and Exchange		45
Section 2.07	Replacement Notes		46
Section 2.08	Outstanding Notes		47
Section 2.09	Treasury Notes		47
Section 2.10	Temporary Notes		47
Section 2.11	Cancellation		47
Section 2.12	Defaulted Interest		48
Section 2.13	CUSIP and ISIN Numbers		48

ARTICLE 3 REDEMPTION			49

Section 3.01	Notices to Trustee		49
Section 3.02	Selection of Notes to Be Redeemed or Purchased		49
Section 3.03	Notice of Redemption		49
Section 3.04	Effect of Notice of Redemption		50
Section 3.05	Deposit of Redemption or Purchase Price		51
Section 3.06	Notes Redeemed or Purchased in Part		51
Section 3.07	Optional Redemption		51
Section 3.08	Mandatory Redemption		52
Section 3.09	[Reserved]		52
Section 3.10	Offers to Repurchase by Application of Excess Proceeds		52

ARTICLE 4 COVENANTS			55

Section 4.01	Payment of Notes		55
Section 4.02	Maintenance of Office or Agency		55
Section 4.03	Taxes		55
Section 4.04	Stay, Extension and Usury Laws		56
Section 4.05	Corporate Existence		56
Section 4.06	Reports and Other Information		56
Section 4.07	Compliance Certificate		58
Section 4.08	Limitation on Restricted Payments		58


		Page
Section 4.09	Limitation on Indebtedness		63
Section 4.10	Limitation on Liens		68
Section 4.11	Future Guarantors		69
Section 4.12	Limitation on Restrictions on Distribution From Restricted Subsidiaries		70
Section 4.13	Designation of Restricted and Unrestricted Subsidiaries		72
Section 4.14	Transactions with Affiliates		73
Section 4.15	Offer to Repurchase Upon Change of Control		75
Section 4.16	Asset Dispositions.		77
Section 4.17	Effectiveness of Covenants		80
Section 4.18	Limitation on Activities of the Dutch Guarantor		81
Section 4.19	Additional Amounts		81

ARTICLE 5 SUCCESSORS			83

Section 5.01	Merger, Consolidation or Sale of All or Substantially All Assets		83
Section 5.02	Successor Entity Substituted		85

ARTICLE 6 DEFAULTS AND REMEDIES			86

Section 6.01	Events of Default		86
Section 6.02	Acceleration		88
Section 6.03	Other Remedies		89
Section 6.04	Waiver of Past Defaults		89
Section 6.05	Control by Majority		89
Section 6.06	Limitation on Suits		90
Section 6.07	Rights of Holders to Receive Payment		90
Section 6.08	Collection Suit by Trustee		90
Section 6.09	Restoration of Rights and Remedies		90
Section 6.10	Rights and Remedies Cumulative		91
Section 6.11	Delay or Omission Not Waiver		91
Section 6.12	Trustee May File Proofs of Claim		91
Section 6.13	Priorities		91
Section 6.14	Undertaking for Costs		92

ARTICLE 7 TRUSTEE AND COLLATERAL AGENT			92

Section 7.01	Duties of Trustee and Notes Collateral Agent		92
Section 7.02	Rights of Trustee and Notes Collateral Agent		94
Section 7.03	Individual Rights of Trustee and Notes Collateral Agent		95
Section 7.04	Disclaimer		95
Section 7.05	Notice of Defaults		95
Section 7.06	[Reserved]		95
Section 7.07	Compensation and Indemnity		95
Section 7.08	Replacement of Trustee or Notes Collateral Agent		96
Section 7.09	Successor by Merger, etc		97
Section 7.10	Eligibility; Disqualification		97

ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE			98

Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance		98
Section 8.02	Legal Defeasance and Discharge		98


		Page
Section 8.03	Covenant Defeasance		99
Section 8.04	Conditions to Legal or Covenant Defeasance		99
Section 8.05	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions		100
Section 8.06	Repayment to the Company		101
Section 8.07	Reinstatement		101

ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER			101

Section 9.01	Without Consent of Holders		101
Section 9.02	With Consent of Holders		103
Section 9.03	[Reserved]		105
Section 9.04	Revocation and Effect of Consents		105
Section 9.05	Notation on or Exchange of Notes		105
Section 9.06	Trustee and Notes Collateral Agent to Sign Amendments, etc		105
Section 9.07	Payments for Consent		106

ARTICLE 10 GUARANTEES			106

Section 10.01	Guarantee		106
Section 10.02	Limitation on Guarantor Liability		108
Section 10.03	Execution and Delivery		108
Section 10.04	Subrogation		108
Section 10.05	Benefits Acknowledged		108
Section 10.06	Release of Note Guarantees		109

ARTICLE 11 COLLATERAL AND SECURITY			110

Section 11.01	Collateral		110
Section 11.02	Maintenance of Collateral		111
Section 11.03	Impairment of Collateral		111
Section 11.04	Further Assurances		111
Section 11.05	After-Acquired Collateral		111
Section 11.06	Real Estate Mortgages and Filings		112
Section 11.07	Release of Liens on the Collateral		112
Section 11.08	Information Regarding Collateral		114
Section 11.09	Collateral Documents and Intercreditor Agreement		114

ARTICLE 12 SATISFACTION AND DISCHARGE			114

Section 12.01	Satisfaction and Discharge		114
Section 12.02	Application of Trust Money		115

ARTICLE 13 MISCELLANEOUS			116

Section 13.01	[Reserved]		116
Section 13.02	Notices		116
Section 13.03	[Reserved]		118
Section 13.04	Certificate and Opinion as to Conditions Precedent		118
Section 13.05	Statements Required in Certificate or Opinion		118
Section 13.06	Rules by Trustee and Agents		118


		Page
Section 13.07	No Personal Liability of Directors, Officers, Employees, Members, Partners and Shareholders		118
Section 13.08	Governing Law		119
Section 13.09	Consent to Jurisdiction and Service of Process; Waiver of Jury Trial		119
Section 13.10	Force Majeure		119
Section 13.11	No Adverse Interpretation of Other Agreements		119
Section 13.12	Successors		119
Section 13.13	Severability		120
Section 13.14	Counterpart Originals		120
Section 13.15	Table of Contents, Headings, etc.		120
Section 13.16	Facsimile and PDF Delivery of Signature Pages		120
Section 13.17	U.S.A. PATRIOT Act		120
Section 13.18	Payments Due on Non-Business Days		120


Appendix A		Provisions Relating to Initial Notes and Additional Notes

Exhibit A		Form of Note
Exhibit B		Form of Institutional Accredited Investor Transferee Letter of Representation
Exhibit C		Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors


Term		Defined in Section
“Acceptable Commitment”		4.16(b)
“Additional Amounts”		4.19(a)
“Affiliate Transaction”		4.14(a)
“Agent Members”		2.1(c) of Appendix A
“Applicable Procedures”		1.1(a) of Appendix A
“Asset Disposition Offer”		4.16(c)
“Asset Disposition Offer Amount”		3.10(b)
“Asset Disposition Offer Period”		3.10(b)
“Asset Disposition Purchase Date”		3.10(b)
“Authentication Order”		2.02(c)
“Bondholder Call”		4.06(c)
“Carryover Amount”		4.08(b)
“Change of Control Offer”		4.15(a)
“Change of Control Payment”		4.15(a)
“Change of Control Payment Date”		4.15(a)
“Clearstream”		1.1(a) of Appendix A
“Covenant Defeasance”		8.03(a)
“Definitive Notes Legend”		2.2(e) of Appendix A
“Designation”		4.13(a)
“Distribution Compliance Period”		1.1(a) of Appendix A
“ERISA Legend”		2.2(e) of Appendix A
“Euroclear”		1.1(a) of Appendix A
“Event of Default”		6.01(a)
“Excess Proceeds”		4.16(c)
“Expiration Date”		1.05(j)
“Global Note”		2.1(b) of Appendix A
“Global Notes Legend”		2.2(e) of Appendix A
“Guaranteed Obligations”		10.01(a)
“IAI”		1.1(a) of Appendix A
“IAI Global Note”		2.1(b) of Appendix A
“Legal Defeasance”		8.02(a)
“Note Register”		2.03(a)
“Paying Agent”		2.03(a)


Term		Defined in Section
“PDF”		13.16
“Premises”		11.06
“QIB”		1.1(a) of Appendix A
“Registrar”		2.03(a)
“Regulation S”		1.1(a) of Appendix A
“Regulation S Global Note”		2.1(b) of Appendix A
“Regulation S Notes”		2.1(a) of Appendix A
“Reinstatement Date”		4.17(b)
“Restricted Notes Legend”		2.2(e) of Appendix A
“Restricted Payment”		4.08(a)
“Revocation”		4.13(b)
“Rule 144”		1.1(a) of Appendix A
“Rule 144A”		1.1(a) of Appendix A
“Rule 144A Global Note”		2.1(b) of Appendix A
“Rule 144A Notes”		2.1(a) of Appendix A
“Second Commitment”		4.16(b)
“Successor Company”		5.01(a)
“Successor Guarantor”		5.01(c)
“Suspended Covenants”		4.17(a)
“Suspension Date”		4.17(a)
“Suspension Period”		4.17(b)
“Taxes”		4.19(b)
“Taxing Jurisdiction”		4.19(b)
“U.S. person”		1.1(a) of Appendix A
“Unrestricted Global Note”		1.1(a) of Appendix A


Year	Percentage
2022		104.688%
2023		102.344%
2024 and thereafter		100.000%


DIEBOLD NIXDORF, INCORPORATED

By:		/s/ Jeffrey Rutherford
		Name: Jeffrey Rutherford
		Title: Senior Vice President and Chief Financial Officer


DIEBOLD NIXDORF DUTCH HOLDING B.V.

By:		/s/ Rachael Mauk
		Name: Rachael Mauk
		Title: Authorised Signatory


DIEBOLD GLOBAL FINANCE CORPORATION
DIEBOLD HOLDING COMPANY, LLC
DIEBOLD SELF-SERVICE SYSTEMS
DIEBOLD SST HOLDING COMPANY, LLC
GRIFFIN TECHNOLOGY INCORPORATED

By:		/s/ Jonathan Leiken
		Name: Jonathan Leiken
		Title: President


U.S. BANK NATIONAL ASSOCIATION,
as Trustee and Notes Collateral Agent

By:		/s/ David A. Schlabach
		Name: David A. Schlabach
		Title: Vice President


Term:		Defined in Section:
“Agent Members”		2.1(c)
“Definitive Notes Legend”		2.2(e)
“ERISA Legend”		2.2(e)
“Global Note”		2.1(b)
“Global Notes Legend”		2.2(e)
“IAI Global Note”		2.1(b)
“Regulation S Global Note”		2.1(b)
“Regulation S Notes”		2.1(a)
“Restricted Notes Legend”		2.3(e)
“Rule 144A Global Note”		2.1(b)
“Rule 144A Notes”		2.1(a)


U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:
		Authorized Signatory


(1)	☐	to the Company or subsidiary thereof; or

(2)	☐	to the Registrar for registration in the name of the Holder, without transfer; or

(3)	☐	pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”); or

(4)	☐	to a Person that the undersigned reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act (“Rule 144A”)) that purchases for its own account or for the account of a qualified institutional buyer and to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A; or

(5)	☐	pursuant to offers and sales to non-U.S. persons that occur outside the United States within the meaning of Regulation S under the Securities Act (and if the transfer is being made prior to the expiration of the Distribution Compliance Period, the Notes shall be held immediately thereafter through Euroclear or Clearstream); or

(6)	☐	to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) that has furnished to the Trustee a signed letter containing certain representations and agreements; or

(7)	☐	pursuant to Rule 144 under the Securities Act; or

(8)	☐	pursuant to another available exemption from registration under the Securities Act.


U.S. BANK NATIONAL ASSOCIATION,
as Trustee

By:		/s/ David A. Schlabach
		Name: David A. Schlabach
		Title: Vice President


U.S. BANK TRUSTEES LIMITED,
as Notes Collateral Agent

By:		/s/ Michael Leong
		Name: Michael Leong
		Title: Authorised Signatory


ELAVON FINANCIAL SERVICES DAC,
as Paying Agent, Transfer Agent and Registrar

By:		/s/ Michael Leong
		Name: Michael Leong
		Title: Authorised Signatory


Term:		Defined in Section:
“Agent Members”		2.1(c)
“Definitive Notes Legend”		2.2(e)
“ERISA Legend”		2.2(e)
“Global Note”		2.1(b)
“Global Notes Legend”		2.2(e)
“IAI Global Note”		2.1(b)
“Regulation S Global Note”		2.1(b)
“Regulation S Notes”		2.1(a)
“Restricted Notes Legend”		2.3(e)
“Rule 144A Global Note”		2.1(b)
“Rule 144A Notes”		2.1(a)


No. [RA-__] [RS-__] [RIAI-__] [U-__]		[Up to]²[€______________]


CHECK ONE BOX BELOW

(1)	☐	to the Issuer or subsidiary thereof; or

(2)	☐	to the Registrar for registration in the name of the Holder, without transfer; or

(3)	☐	pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”); or

(4)	☐	to a Person that the undersigned reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act (“Rule 144A”)) that purchases for its own account or for the account of a qualified institutional buyer and to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A; or

(5)	☐	pursuant to offers and sales to non-U.S. persons that occur outside the United States within the meaning of Regulation S under the Securities Act (and if the transfer is being made prior to the expiration of the Distribution Compliance Period, the Notes shall be held immediately thereafter through Euroclear or Clearstream); or

(6)	☐	to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) that has furnished to the Trustee a signed letter containing certain representations and agreements; or

(7)	☐	pursuant to Rule 144 (if available) under the Securities Act; or

(8)	☐	pursuant to another available exemption from registration under the Securities Act.


DIEBOLD NIXDORF, INCORPORATED

By:		/s/ Jonathan B. Leiken
		Name: Jonathan B. Leiken
		Title: Senior Vice President, Chief Legal Officer and Corporate Secretary

DIEBOLD SELF-SERVICE SOLUTIONS S.AR.L.

By:		/s/ Zeeshan Naqvi
		Name: Zeeshan Naqvi
		Title: Manager


ARTICLE I DEFINITIONS		1
1.1	Defined Terms	1
1.2	Rules of Construction	69
1.3	Accounting Terms; GAAP	6769
1.4	Redenomination of Certain Foreign Currencies	70
1.5	Foreign Currency Calculations	6870
1.6	Divisions	71

ARTICLE II THE CREDITS		6971
2.1	Commitments	6971
2.2	Repayment of Loans; Evidence of Debt	7173
2.3	Procedures for Borrowing Loans	7375
2.4	Termination or Reduction	7476
2.5	Commitment, Ticking and other Fees	7577
2.6	Optional and Mandatory Principal Payments	7679
2.7	Conversion and Continuation of Outstanding Advances	8184
2.8	Interest Rates, Interest Payment Dates; Interest and Fee Basis	8285
2.9	Rates Applicable After Default	8386
2.10	Pro Rata Payment, Method of Payment; Proceeds of Collateral	8386
2.11	Telephonic Notices	8588
2.12	Notification of Advances, Interest Rates, Prepayments and Commitment Reductions	8688
2.13	Lending Installations	8688
2.14	Non-Receipt of Funds by the Administrative Agent	8689
2.15	Facility Letters of Credit	8689
2.16	Swing Loans	9497
2.17	Defaulting Lenders	9699
2.18	Guaranties	99102
2.19	Incremental Credit Extensions	~~100~~103
2.20	Inability to Determine Rates	~~104~~107
2.21	Refinancing Facilities	~~105~~108
2.22	Loan Modification Offers	~~108~~111

ARTICLE III CHANGE IN CIRCUMSTANCES, TAXES		~~110~~113
3.1	[Reserved]	~~110~~113
3.2	Increased Costs	~~110~~113
3.3	Break Funding Payments	~~111~~115
3.4	Withholding of Taxes; Gross-Up	~~112~~115
3.5	Mitigation Obligations; Replacement of Lenders	~~117~~120

ARTICLE IV CONDITIONS PRECEDENT		~~118~~121
4.1	Execution Date	~~118~~121
4.2	Replacement Facilities Effective Date	~~120~~123
4.3	Acquisition Closing Date	~~122~~125
4.4	Each Advance under the Revolving Credit Facility	~~124~~127


4.5	Each Advance under the Delayed Draw Term A Commitments after the Acquisition Closing Date	~~124~~128
4.6	Actions by Lenders During the Certain Funds Period	~~125~~128

ARTICLE V REPRESENTATIONS AND WARRANTIES		~~126~~129
5.1	Corporate Existence and Standing	~~126~~129
5.2	Authorization and Validity	~~126~~129
5.3	No Conflict; Government Consent	~~126~~130
5.4	Financial Statements	~~127~~130
5.5	Material Adverse Change	~~127~~130
5.6	Taxes	~~127~~130
5.7	Litigation and Guarantee Obligations	~~127~~131
5.8	Subsidiaries	~~128~~131
5.9	ERISA	~~128~~131
5.10	Accuracy of Information	~~128~~132
5.11	Regulations T, U and X	~~128~~132
5.12	Use of Proceeds	~~129~~132
5.13	Compliance With Laws; Properties	~~129~~132
5.14	Plan Assets; Prohibited Transactions	~~129~~132
5.15	Environmental Matters	~~129~~133
5.16	Investment Company Act	~~130~~133
5.17	Subsidiary Borrowers	~~130~~133
5.18	Insurance	~~130~~133
5.19	Ownership of Properties	~~130~~133
5.20	Labor Controversies	~~130~~133
5.21	Burdensome Obligations	~~130~~133
5.22	Patriot Act	~~130~~133
5.23	Anti-Corruption Laws and Sanctions	~~130~~134
5.24	Security Documents	~~131~~134
5.25	Solvency	~~131~~134
5.26	Business Combination Agreement; Non-Tender Documents	~~132~~135
5.27	EEA Financial Institutions	~~132~~135

ARTICLE VI COVENANTS		~~132~~135
6.1	Financial Reporting	~~132~~135
6.2	Use of Proceeds	~~134~~138
6.3	Notice of Default	~~135~~138
6.4	Conduct of Business	~~135~~138
6.5	Taxes	~~135~~139
6.6	Insurance	~~135~~139
6.7	Compliance with Laws	~~135~~139
6.8	Properties; Inspection	~~136~~139
6.9	Collateral Matters; Further Assurances, Etc.	~~136~~140
6.10	Maintenance of Ratings	~~139~~142
6.11	[Reserved]	~~139~~142
6.12	Guaranties	~~139~~142
6.13	Merger; Consolidations; Fundamental Changes	~~139~~142


6.14	Sale of Assets	~~140~~143
6.15	Investments and Acquisitions	~~141~~145
6.16	Liens	~~145~~148
6.17	Affiliates	~~148~~152
6.18	Indebtedness	~~148~~152
6.19	Negative Pledge Clauses	~~152~~156
6.20	Limitation on Restrictions on Subsidiary Distributions	~~153~~157
6.21	Hedging Agreements	~~154~~157
6.22	Total Net Leverage Ratio	~~154~~158
6.23	Interest Coverage Ratio	~~155~~159
6.24	Receivables Indebtedness	~~156~~159
6.25	Restricted Payments	~~156~~159
6.26	Certain Payments of Indebtedness	~~158~~161
6.27	Amendments to Organizational Documents	~~159~~162
6.28	Additional Covenants	~~159~~162
6.29	The Offer, the Acquisition and Related Matters	~~159~~163
6.30	Designation of Certain Subsidiaries	~~160~~164
6.31	Security On the Acquisition Closing Date	~~161~~165

ARTICLE VII DEFAULTS		~~162~~165

ARTICLE VIII ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES		~~165~~169
8.1	Acceleration	~~165~~169
8.2	Amendments	~~167~~171
8.3	Preservation of Rights	~~171~~175

ARTICLE IX GUARANTEE		~~172~~176
9.1	Guarantee	~~172~~176
9.2	No Subrogation	~~173~~176
9.3	Amendments, etc. with respect to the Obligations; Waiver of Rights	~~173~~177
9.4	Guarantee Absolute and Unconditional	~~174~~177
9.5	Reinstatement	~~175~~179
9.6	Payments	~~175~~179

ARTICLE X GENERAL PROVISIONS		~~175~~179
10.1	Survival of Representations	~~175~~179
10.2	Governmental Regulation	~~175~~179
10.3	Headings	~~175~~179
10.4	Entire Agreement; Integration	~~175~~179
10.5	Several Obligations; Benefits of this Agreement	~~176~~179
10.6	Expenses; Indemnification	~~176~~180
10.7	Severability of Provisions	~~177~~181
10.8	Nonliability of Lenders	~~177~~181
10.9	Confidentiality	~~178~~182
10.10	Nonreliance	~~179~~183
10.11	USA PATRIOT Act	~~179~~183
10.12	Interest Rate Limitation	~~179~~183


ARTICLE XI THE ADMINISTRATIVE AGENT		~~180~~184
11.1	Appointment	~~180~~184
11.2	Rights as a Lender	~~180~~184
11.3	Limitation of Duties and Immunities	~~180~~184
11.4	Reliance on Third Parties	~~181~~184
11.5	Sub-Agents	~~181~~185
11.6	Successor Agent	~~181~~185
11.7	Independent Credit Decisions	~~182~~185
11.8	Other Agents	~~182~~186
11.9	Permitted Release of Collateral and Guarantors	~~182~~186
11.10	Perfection by Possession and Control	~~183~~187
11.11	Lender Affiliates Rights	~~183~~187
11.12	Actions in Concert	~~184~~188

ARTICLE XII SETOFF; ADJUSTMENTS AMONG LENDERS		~~184~~188
12.1	Setoff	~~184~~188
12.2	Ratable Payments	~~185~~188

ARTICLE XIII BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS		~~185~~189
13.1	Successors and Assigns	~~185~~189
13.2	Dissemination of Information	~~189~~193

ARTICLE XIV NOTICES		~~189~~193
14.1	Notices	~~189~~193
14.2	Change of Address	~~191~~195

ARTICLE XV COUNTERPARTS		~~191~~195

ARTICLE XVI CHOICE OF LAW, CONSENT TO JURISDICTION, WAIVER OF JURY TRIAL, JUDGMENT CURRENCY		~~192~~196
16.1	Choice of Law	~~192~~196
16.2	WAIVER OF JURY TRIAL	~~192~~196
16.3	Submission to Jurisdiction; Waivers	~~192~~196
16.4	Acknowledgments	~~193~~197
16.5	Power of Attorney	~~194~~198
16.6	Judgment	~~194~~198

ARTICLE XVII CERTAIN ADDITIONAL MATTERS		~~194~~199
17.1	Replacement Facilities	~~194~~199
17.2	Escrow	~~195~~199
17.3	Facility Sizing	~~197~~201
17.4	Bifurcation	~~197~~201
17.5	Acquisition Cancellation	~~197~~201
17.6	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	~~197~~202
17.7	Acknowledgement Regarding Any Supported QFCs	~~198~~202
17.8	Original Issue Discount Legend	~~199~~203


EXHIBITS

EXHIBIT A		ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT B		SUBSIDIARY JOINDER AGREEMENT
EXHIBIT C		NOTE
EXHIBIT D		TAX CERTIFICATE
EXHIBIT E		SOLVENCY CERTIFICATE
EXHIBIT F		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 6.16		LIENS
SCHEDULE 6.18		INDEBTEDNESS

ANNEXES

ANNEX I		COVENANT RESET TRIGGERS


Level	Total Net Leverage Ratio	Commitment Fee for 2020 Revolving Credit Loans / Delayed Draw Term A Ticking Fee	Floating Rate Loans that are 2020 Revolving Credit Loans or 2020 Term A Loans	Eurocurrency Loans that are 2020 Revolving Credit Loans or 2020 Term A Loans; Letter of Credit Fees to 2020 Revolving Credit Lenders
I	> 3.75:1.00	0.350%	1.250%	2.250%
II	> 3.00:1.00 but £ 3.75:1.00	0.300%	1.000%	2.000%
III	> 2.25:1.00 but £ 3.00:1.00	0.250%	0.750%	1.750%
IV	> 1.50:1.00 but £ 2.25:1.00	0.200%	0.500%	1.500%
V	> 0.75:1.00 but £ 1.50:1.00	0.175%	0.375%	1.375%
VI	£ 0.75:1.00	0.150%	0.25%	1.250%


Level	Total Net Leverage Ratio	Commitment Fee for 2022 Revolving Credit Loans and 2023 Revolving Credit Loans	Floating Rate Loans that are 2022 Revolving Credit Loans or 2023 Revolving Credit Loans	Eurocurrency Loans that are 2022 Revolving Credit Loans or 2023 Revolving Credit Loans; Letter of Credit Fees for 2022 Revolving Credit Lenders and 2023 Revolving Credit Lenders	Floating Rate Loans that are 2022 Term A Loans	Eurocurrency Loans that are 2022 Term A Loans
I	> 3.75:1.00	0.50%	3.250%	4.250%	3.750%	4.750%
II	> 3.00:1.00 but £ 3.75:1.00	0.300%	1.000%	2.000%	1.000%	2.000%
III	> 2.25:1.00 but £ 3.00:1.00	0.250%	0.750%	1.750%	0.750%	1.750%
IV	> 1.50:1.00 but £ 2.25:1.00	0.200%	0.500%	1.500%	0.500%	1.500%
V	> 0.75:1.00 but £ 1.50:1.00	0.175%	0.375%	1.375%	0.375%	1.375%
VI	£ 0.75:1.00	0.150%	0.25%	1.250%	0.25%	1.250%


Period	Call Premium
August 30, 2018- August 30, 2021:		3.00	%
Thereafter:		0.00	%


Period Ended	Total Net Leverage Ratio
June 30, 2018 – March 31, 2020		7.00:1.00
June 30, 2020 – September 30, 2020		6.50:1.00
December 31, 2020 – March 31, 2021		6.25:1.00
June 30, 2021 – September 30, 2021		6.00:1.00
December 31, 2021 – June 30, 2022		5.75:1.00
September 30, 2022		5.50: 1.00
December 31, ~~2021~~2022 and thereafter		5.25: 1.00


Period Ended	Consolidated Interest Coverage Ratio
June 30, 2018 – September 30, 2020		1.375:1.00
December 31, 2020 – September 30, 2021		1.50:1.00
December 31, 2021 – ~~thereafter~~September 30, 2022		1.625:1.00
December 31, 2022 and thereafter		1.75:1.00