Exhibit 10.1

AMENDMENT AND LIMITED WAIVER

THIS AMENDMENT AND LIMITED WAIVER, dated as of March 21, 2023 (this “Amendment and Waiver”), is among DIEBOLD NIXDORF, INCORPORATED, an Ohio corporation (the “Company”), JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent, the other Credit Parties party hereto and the Lenders party hereto, in connection with that certain Asset-Based Revolving Credit and Guaranty Agreement, dated as of December 29, 2022 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”; the Credit Agreement as in effect immediately prior to giving effect to this Amendment and Waiver is referred to herein as the “Existing Credit Agreement”). Capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the Credit Agreement.

ARTICLE I

AMENDMENTS

Subject to the satisfaction of the conditions set forth in Article IV hereof, each of the parties hereto agrees that the Existing Credit Agreement shall be amended to:

1.1     delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the document attached as Exhibit A hereto; and

1.2    insert Annex A-2, Exhibit B-3 and Exhibit E-2 thereto in the forms attached as Exhibit B hereto.

ARTICLE II

LIMITED WAIVER

2.1    Solely for the period commencing on the Waiver Effective Date (as defined below) and ending on June 4, 2023 (or such earlier date as the Borrower shall notify the Administrative Agent in writing) (such period, the “Waiver Period”), the Lenders party hereto hereby agree that: (i) to the extent necessary to prevent any tranche of Revolving Credit Outstandings from exceeding the applicable Maximum Credit for such tranche (after giving effect to the deemed usage of the Global Borrowing Base set forth in clause (1) of the following proviso), (x) the aggregate Global Borrowing Base is deemed equal to $233,811,586 (plus any payments in kind on the FILO Loans) and (y) subject to Section 2.1(a) and 2.3 below, in the event the Revolving Credit Outstandings of any Borrower exceed its Borrowing Base, such overadvance shall be permitted to remain outstanding; provided that (1) any FILO Loans shall constitute use of the Global Borrowing Base by the US Borrower, and (2) no new Revolving Credit Exposure shall be permitted during the Waiver Period, (ii) the Administrative Agent and the Required Lenders, as applicable, shall not exercise their rights under Sections 2.13(b) or 5.15(g) of the Credit Agreement or the right to request additional field exams and appraisals under Section 5.13 of the Credit Agreement, and weekly Borrowing Base Certificates shall not be required under Section 5.12(a)(A) of the Credit Agreement, in each case notwithstanding that a Global Liquidity Event Period pursuant to clause (a) of the definition thereof or the proviso in the definition thereof shall have occurred; provided that, for the avoidance of doubt, the Administrative Agent and the Required Lenders, as applicable, may exercise their rights under Sections 2.13(b) and 5.15(g) of the Credit Agreement and the right to request additional field exams and appraisals under Section 5.13 of the Credit Agreement, and weekly Borrowing Base Certificates shall be required under Section 5.12(a)(A) of the Credit Agreement, in each case if a Global Liquidity Event Period pursuant to clause (b) of the definition thereof shall have occurred, (iii) no Commencement Date

shall occur under Section 6.1 of the Credit Agreement and (iv) daily reporting and/or the requirement to maintain Qualified Cash in a deposit account at the Administrative Agent, in each case pursuant to Section 5.12(c) of the Credit Agreement, shall not be required (clauses (i) through (iv), collectively, the “Waived Provisions”); provided that, during the Waiver Period, the Company and the other Borrowers shall comply with each of the following covenants (failure to comply with any covenant described in clauses (a) through (f) below occurring at any time or the occurrence of any Specified Default (as defined below) or Event of Default under the Credit Agreement, a “Reset Trigger”):

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2.2    Upon the earlier of (x) occurrence of a Reset Trigger and (y) the expiration of the Waiver Period, the waiver of the Waived Provisions set forth in clause 2.1 above shall automatically terminate and the Company and the other Borrowers shall be required to comply with the terms of the Credit Agreement as if the waiver in this Article II shall have never occurred.

2.3    Upon the earlier of (x) the occurrence of a Reset Trigger and (y) the expiration of the Waiver Period, (i) in the event the aggregate Revolving Credit Outstandings exceed the Unadjusted Global Borrowing Base, or the Revolving Credit Outstandings of any Borrower exceed its Borrowing Base, the applicable Borrower shall have repaid such excess amount to eliminate such overadvance in full and (ii) the US Borrower shall have repaid the FILO Obligations (other than any indemnification or other similar contingent obligations which are not then due and owing at the time of determination) in full and satisfied the other Pre-Default FILO Payment Conditions; provided that (a) failure to comply with this Section 2.3 shall constitute an immediate Event of Default and (b) unless the the FILO Obligations been repaid in full, the Company shall continue to comply with clauses (c), (d) and (e) of Section 2.1.

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2.4    Each of the Company and each other Borrower agrees that it shall, and shall cause each Subsidiary to, if any senior officer of the Company or such Borrower has knowledge thereof, give notice in writing to the Administrative Agent of the occurrence of any Reset Trigger.

2.5    Each of the Company and each other Borrower agree to deliver or cause to be delivered to Administrative Agent and, as applicable, the Applicable Collateral Agent, in form and substance reasonably satisfactory to the Administrative Agent and the FILO Lender Advisors, the items described on Exhibit C hereof on or before the dates specified with respect to such items on Exhibit C (or, in each case, such later date as may be agreed to by Administrative Agent and the FILO Lenders, acting through the FILO Lender Advisors, in their respective sole discretion).

2.6    This Amendment and Waiver shall not constitute a waiver of any Default or Event of Default that has occurred and is continuing, or any rights or remedies of the Administrative Agent or the Lenders under the Credit Documents in connection therewith, except as expressly stated in Section 2.1 above.

2.7    As used in this Amendment and Waiver and the Credit Agreement as amended by this Amendment and Waiver, “Specified Default” shall mean (a) failure by any Borrower to pay when due (i) any installment of principal of any Loan, whether at stated maturity, by acceleration, by notice of voluntary prepayment, by mandatory prepayment or otherwise, (ii) any amount payable to an Issuing Bank in reimbursement of any drawing under an applicable Letter of Credit or (iii) any interest on any Loan or any fee or any other amount due under the Credit Agreement and (b) failure of any Credit Party to perform or comply, or to cause any of its Subsidiaries to perform or comply, with any term or condition contained in Section 5.12(a) of the Credit Agreement.

ARTICLE III

REPRESENTATIONS

3.1    Each Credit Party represents and warrants to the Administrative Agent and the Lenders on the date hereof, that:

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ARTICLE IV

CONDITIONS TO EFFECTIVENESS

This Amendment and Waiver shall become effective on the first date (the “Waiver Effective Date”) on which each of the following conditions have been satisfied:

4.1    this Amendment and Waiver shall have been duly executed and delivered by the Company, each of the other Credit Parties, the Administrative Agent and all Lenders under the Existing Credit Agreement and each FILO Lender;

4.2    the Administrative Agent shall have received, (i) for the account of the applicable Person, reimbursement or payment of all the Administrative Agent’s and the FILO Lenders’ reasonable out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of counsel) incurred in connection with this Amendment and Waiver or in connection with the Credit Documents and payment of all other outstanding invoices from the FILO Lender Advisors (including all outstanding invoices from Davis, Polk & Wardwell LLP) and the legal and financial advisors of the Administrative Agent and the Revolving Credit Lenders (including all outstanding invoices from Simpson Thacher & Bartlett LLP), (ii) an amendment fee for the benefit of each Revolving Credit Lender party hereto equal to 0.15% of the Revolving Credit Commitment of such Revolving Credit Lender on the Waiver Effective Date, and (iii) a fee for the ratable benefit of the FILO Lenders (which fee shall be paid in-kind by adding

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such fee to the principal amount of the FILO Loans on the date hereof (it being understood that any principal amount on account of such fee shall constitute and be treated as a FILO Loan for all purposes under the Credit Documents)) in the amount separately agreed in writing between the Company and the FILO Lenders.

4.3    the Agents and the Lenders shall have received favorable written opinions of (i) Sullivan & Cromwell LLP, counsel for the Credit Parties (ii) Jones Day, Ohio counsel for the Credit Parties, in each case, as to such matters as the Administrative Agent or the FILO Lenders may reasonably request, dated as of the date hereof and in form and substance reasonably satisfactory to the Administrative Agent and the FILO Lenders (and each Credit Party hereby instructs each of its counsel to deliver such opinions to the Agents and Lenders); and

4.4    the Administrative Agent shall have received (a) the documents required to be delivered on the date of this Amendment and Waiver pursuant to Exhibit C and (b) in a timely manner, such other documents, evidence, and instruments from the Company as the Administrative Agent or the FILO Lenders may reasonably request.

ARTICLE V

MISCELLANEOUS

5.1    On and after the date hereof, references in the Credit Agreement or in any other Credit Document to the Credit Agreement shall be deemed to be references to the Credit Agreement after giving effect to the waiver expressly described herein and as further amended, restated, modified or supplemented from time to time. This Amendment and Waiver shall constitute a Credit Document. For the avoidance of doubt, the Company agrees it is required to reimburse the Administrative Agent and Lenders for the fees, charges and disbursements of the Lender Financial Advisor (as defined in the Limited Waiver dated as of March 15, 2023) and for all other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the Revolving Lenders in connection with this Amendment and Waiver pursuant to Section 10.2(b) of the Credit Agreement. Without limiting any reimbursement obligations under the Credit Agreement, each Credit Party agrees to reimburse the FILO Lenders promptly upon demand for any reasonable and documented out-of-pocket expenses (including reasonable and documented fees, expenses and disbursements of financial and legal advisors) incurred by the FILO Lenders in connection with the preparation, execution, delivery, modification, amendment, administration or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of its rights or responsibilities under, or otherwise incurred in connection with this Amendment and Waiver or the other Credit Documents (which, in the case of legal fees, expenses and disbursements shall be limited to the reasonable and documented fees, expenses and disbursements of one counsel to the FILO Lenders in each appropriate jurisdiction).

5.2    Except as expressly waived hereby, each of the Borrowers agrees that the Credit Agreement and the other Credit Documents, as modified hereby, are ratified and confirmed and shall remain in full force and effect in accordance with their terms and that they are not aware of any set off, counterclaim, defense or other claim or dispute with respect to any of the foregoing. Except as expressly set forth herein with respect to the Waived Provisions, the execution, delivery and effectiveness of this Amendment and Waiver shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Credit Documents, nor shall it constitute a waiver of any provision of any of the Credit Documents. Nothing herein shall be deemed to entitle any Borrower to any future consent to, or waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Credit Document whether in similar or different circumstances. This Amendment and Waiver shall not constitute a novation of any Obligations.

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5.3    Each Borrower acknowledges that neither the Administrative Agent nor any Lender has made any assurances concerning: (i) the manner in which or whether the Waived Provisions may be resolved; or (ii) any additional forbearance, waiver, restructuring or other accommodations.

5.4    Except as expressly set forth herein, the execution, delivery and effectiveness of this Amendment and Waiver shall not directly or indirectly (i) except as expressly set forth in Section 2.1 hereof, and only to such extent, constitute a consent or waiver of any past, present or future violations of any provisions of the Credit Agreement or any other Credit Documents nor constitute a novation of any of the Obligations under the Credit Agreement or other Credit Documents or (ii) constitute a course of dealing or other basis for altering any Obligations or any other contract or instrument. Except as expressly set forth herein, each of the Administrative Agent and each Lender reserves all of its rights, powers, and remedies under the Credit Agreement, the other Credit Documents and applicable law. All of the provisions of the Credit Agreement and the other Credit Documents are hereby reiterated.

5.5    Except as expressly set forth in Section 2.1 hereof, and only to such extent, no Lender has waived (regardless of any delay in exercising such rights and remedies), any Default or Event of Default that may be continuing on the date hereof or any Default or Event of Default that may occur after the date hereof (whether the same or similar to the Waived Provisions or otherwise), and neither the Administrative Agent nor any Lender has agreed to forbear with respect to any of its rights or remedies concerning any Defaults or Events of Default, that may have occurred or are continuing as of the date hereof, or that may occur after the date hereof.

5.6    Each Borrower acknowledges and agrees that the Lenders’ agreement to provide the waiver set forth in Section 2.1 hereof does not in any manner whatsoever limit the Administrative Agent’s or any Lender’s right to insist upon strict compliance by the Borrowers and the other Credit Parties with the Credit Agreement, this Amendment and Waiver or any other Credit Document.

5.7    By their execution hereof, each of the Company and each Subsidiary thereof, on behalf of itself and its Affiliates and its successors-in-title and assignees and, to the extent the same is claimed by right of, through or under any Credit Party, for its past, present and future employees, agents, representatives, officers, directors and trustees (each, a “Releasing Party” and collectively, the “Releasing Parties”), does hereby remise, release and discharge, and shall be deemed to have forever remised, released and discharged, the Administrative Agent, the Lenders and each of their respective affiliates and each of their successors-in-title, legal representatives and assignees, past, present and future officers, directors, affiliates, shareholders, trustees, agents, employees, consultants, experts, advisors, attorneys and other professionals and all other persons and entities to whom any of the foregoing would be liable if such persons or entities were found to be liable to any Releasing Party, or any of them (collectively hereinafter the “Lender Parties”), from any and all manner of action and actions, cause and causes of action, claims, charges, demands, counterclaims, suits, covenants, controversies, damages, judgments, expenses, liens, claims of liens, claims of costs, penalties, attorneys’ fees, or any other compensation, recovery or relief on account of any liability, obligation, demand or cause of action of whatever nature, whether in law, equity or otherwise (including, without limitation, any so called “lender liability” claims, claims for subordination (whether equitable or otherwise), interest or other carrying costs, penalties, legal, accounting and other professional fees and expenses and incidental, consequential and punitive damages payable to third parties, or any claims arising under 11 U.S.C. §§ 541-550 or any claims for avoidance or recovery under any other federal, state or foreign law equivalent), whether known or unknown, fixed or contingent, joint and/or several, secured or unsecured, due or not due, primary or secondary, liquidated or unliquidated, contractual or tortious, direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or

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unsuspected, now existing, heretofore existing or which may heretofore have accrued against any of the Lender Parties under the Credit Agreement, this Amendment and Waiver or any of the other Credit Documents, whether held in a personal or representative capacity, and which are based on any act, fact, event or omission or other matter, cause or thing occurring at or from any time prior to and including the date hereof, in all cases of the foregoing in any way, directly or indirectly arising out of, connected with or relating to the Credit Agreement, this Amendment and Waiver or any other Credit Document and the transactions contemplated thereby, and all other agreements, certificates, instruments and other documents and statements (whether written or oral) related to any of the foregoing (each, a “Claim” and collectively, the “Claims”), in each case, other than Claims arising from Lender Parties’ gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final and non-appealable decision.

5.8    Each Credit Party, in its capacity as a Borrower or Guarantor, as the case may be, in any case under the Credit Documents, hereby (i) consents to the amendments to the Existing Credit Agreement effected by this Amendment and Waiver, (ii) acknowledges, ratifies and confirms that all Obligations under the Existing Credit Agreement and under the Credit Agreement as amended hereby (including the FILO Obligations) constitute valid and existing “Obligations” under the Credit Agreement after giving effect to this Amendment and Waiver, (iii) ratifies and confirms that (x) any and all Credit Documents to which it is a party and (y) all of its respective payment and performance obligations, contingent or otherwise, and all of its guarantees and other similar rights or obligations, as applicable, under each of the Credit Documents to which it is party, are not discharged and remain in full force and effect notwithstanding the effectiveness of this Amendment and Waiver and (iv) confirms and agrees that all Liens now or hereafter held by any Collateral Agent or European Collateral Agent for the benefit of the Secured Parties as security for payment of the Obligations are not discharged and remain in full force and effect and shall continue following the effectiveness of this Amendment and Waiver. Without limiting the generality of the foregoing, each Credit Party further agrees (A) that any reference to “Obligations” contained in any Credit Documents shall include, without limitation, the “Obligations” as such term is defined in the Credit Agreement after giving effect to this Amendment and Waiver and (B) that the related guarantees contained in such Credit Documents shall include and extend to such Obligations. Without limiting the generality of the foregoing, each Credit Party, in its capacity as a Borrower or Guarantor, as the case may be, in any case under the Credit Documents, hereby confirms that all Liens created by it under the Belgian Collateral Documents and Dutch Collateral Documents has always been intended to extend to all Obligations under the Credit Agreement as amended and restated from time to time, including as amended by this Amendment and Waiver, and shall so extend thereto in accordance with the terms of the Belgian Collateral Documents and the Dutch Collateral Documents (as applicable).

5.9    Notwithstanding anything to the contrary, Diebold Nixdorf S.A.S acting as French Guarantor hereby confirms to the other parties hereto that, upon and following the execution and performance by it of this Amendment and Waiver, (i) all of its payment and performance obligations, contingent or otherwise, under each of the Credit Documents (including, for the avoidance of doubt, this Amendment and Waiver) to which it is a party shall remain in full force and effect, (ii) the security interests created or purported to be created by it under each French Collateral Documents to which it is party shall remain in full force and effect and shall continue to secure the “Secured Obligations” as such term is defined in each of the French Collateral Documents (except with respect to the master agreement for the assignment of accounts dated December 29, 2022 entered into between the French Guarantor as assignor, GLAS Americas LLC, as European collateral agent and the assignees listed thereto and each bordereau de cession de créances professionnelles relating thereto (all together, the “Agreement for the Assignment of Accounts”)) and (iii) the term “ABL Credit Agreement” as used in each French Collateral Document to which it is party shall be a reference to the Credit Agreement as amended by this Amendment and Waiver and as further amended, restated, supplemented and modified from time to time without any novation whatsoever of any of the rights and obligations of parties under the Credit Documents and nothing in this agreement or any other Credit Document shall be construed as indicating any intention of the parties to

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cause any novation whatsoever under the Credit Documents. It is also specified, for the avoidance of doubt and notwithstanding anything to the contrary, that any payment or guaranty limitation applicable to Diebold Nixdorf S.A.S under the Credit Documents shall also remain in full force and effect.

5.10    The FILO Lenders hereby irrevocably appoint the European Collateral Agent as French collateral agent to create, register, manage and enforce on their behalf (étendue de ses pouvoirs), under the denomination of Agent des Sûretés (qualité), the security interests constituted by the French Collateral Documents (except with respect to the Agreement for the Assignment of Accounts) of the French Credit Party in accordance with article 2488-6 et seq. of the French Civil Code (objet de sa mission), as amended from time to time on the terms of the relevant Credit Documents and French Collateral Documents (except with respect to the Agreement for the Assignment of Accounts), and until the discharge date of the relevant Credit Documents or French Collateral Documents (durée de sa mission), and the European Collateral Agent accepts the appointment.

5.11    In relation to the Credit Documents governed by Italian law, each FILO Lender, on behalf of itself and any of its Affiliates that are Secured Parties irrevocably (i) appoints the European Collateral Agent as collateral agent to be its agent (mandatario con rappresentanza) for the purpose of executing on behalf of itself and any of its Affiliates that are Secured Parties any Credit Document which is expressed to be governed by Italian law; (ii) grants the European Collateral Agent the powers to negotiate and approve the terms and conditions of such Credit Documents which are expressed to be governed by Italian law, execute any other agreement or instruments, give or receive any notice and take any other action in relation to the creation, perfection, maintenance, confirmation, extension, enforcement and release, in whole or in part, of the security created thereunder, in each case in the name and on behalf of it and its Affiliates that are Secured Parties, (iii) consents that the European Collateral Agent may act as its agent (mandatario con rappresentanza) in all cases of conflict of interest and self-dealing, in accordance with Article 1394 and execute each Credit Document expressed to be governed by Italian law and executed by the European Collateral Agent on its behalf including to execute any document with itself (contratto con se stesso) in accordance with Article 1395 of the Italian Civil Code, and (iv) consents to the possibility for the European Collateral Agent to delegate and sub-delegate any of its powers under this clause including by appointing third parties agents and/or representatives.

5.12    This Amendment and Waiver may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Amendment and Waiver and/or any other Credit Document shall be deemed to include an executed counterpart of a signature page of this Amendment and Waiver by telecopy or electronic mail message (an “Electronic Signature”), deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be; provided that nothing herein shall require the Administrative Agent to accept Electronic Signatures in any form or format without its prior written consent and pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of a Borrower or any other Credit Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic Signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart.

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5.13    This Amendment and Waiver shall be construed in accordance with and governed by the law of the State of New York.

5.14    Any provision in this Amendment and Waiver that is held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of this Amendment and Waiver are declared to be severable.

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver as of the date first above written.

[Signature Page to Amendment and Waiver (ABL)]

[Signature Page to Amendment and Waiver (ABL)]

[Signature Page to Amendment and Waiver (ABL)]

[Signature Page to Amendment and Waiver (ABL)]

[Signature Page to Amendment and Waiver (ABL)]

[Signature Page to Amendment and Waiver (ABL)]

[Signature Page to Amendment and Waiver (ABL)]

[Signature Page to Amendment and Waiver (ABL)]

[Lenders’ signatures on file with the Company]

[Signature Page to Amendment and Waiver (ABL)]

Exhibit A

ASSET-BASED REVOLVING CREDIT AND GUARANTY AGREEMENT

dated as of December 29, 2022, as amended by that certain Amendment and Limited Waiver, dated as of March 21, 2023

among

DIEBOLD NIXDORF, INCORPORATED,

THE EUROPEAN BORROWERS AND CANADIAN BORROWER NAMED HEREIN,

THE SUBSIDIARIES OF DIEBOLD NIXDORF, INCORPORATED NAMED HEREIN as GUARANTORS,

EACH ADDITIONAL BORROWER AND GUARANTOR THAT BECOMES A PARTY HERETO AFTER THE DATE HEREOF,

VARIOUS LENDERS,

JPMORGAN CHASE BANK, N.A. and PNC CAPITAL MARKETS LLC,

as Joint Lead Arrangers and Joint Bookrunners,

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent and Collateral Agent,

GLAS AMERICAS LLC,

as European Collateral Agent,

JPMORGAN CHASE BANK, N.A. and PNC BANK, NATIONAL ASSOCIATION,

as Co-Syndication Agents

and

BANK OF AMERICA, N.A. and DEUTSCHE BANK

as Co-Documentation Agents

$250,000,000 Asset-Based Revolving Credit Facility

TABLE OF CONTENTS

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REVOLVING CREDIT AND GUARANTY AGREEMENT

This REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of December 29, 2022, as amended by that certain Amendment and Limited Waiver, dated as of March 21, 2023, is entered into by and among Diebold Nixdorf, Incorporated, an Ohio corporation (the “Parent Borrower”, the “US Borrower” or the “Company”), the certain Subsidiaries of Parent Borrower identified on the signature pages hereto as the US Subsidiary Guarantors (the “US Subsidiary Guarantors”) and the European Guarantors, Diebold Nixdorf Deutschland GmbH (“DND”), Diebold Nixdorf Systems GmbH (“DNS”), Wincor Nixdorf International GmbH (“WNI”) and Diebold Nixdorf Global Logistics GmbH (“DNGL”), each a company organized under the laws of Germany (DND, DNS, WNI and DNGL, collectively, the “German Borrowers” and each, a “German Borrower”), Diebold Nixdorf AB, a company organized under the laws of Sweden with company registration number 556567-7787 (the “Swedish Borrower”), Diebold Nixdorf S.A.S., a company organized under the laws of France (the “French Borrower”), Diebold Nixdorf B.V., a company organized under the laws of the Netherlands (the “Dutch Borrower”), Diebold Nixdorf (UK) Limited, a company incorporated under the laws of England and Wales with company number 03841833 (the “UK Borrower”), Diebold Nixdorf sS.r.l., a company organized under the laws of Italy (the “Italian Borrower”), Diebold Nixdorf sp. z o.o., a company organized under the laws of Poland (the “Polish Borrower”), Diebold Nixdorf BV, a company organized under the laws of Belgium, registered with the Crossroads Bank for Enterprises under number 0470.273.024 (the “Belgian Borrower”), Diebold Self-Service Solutions S.ar.l (the “Swiss Borrower” and, together with the German Borrowers, the Swedish Borrower, the French Borrower, the Dutch Borrower, the UK Borrower, the Italian Borrower, the Polish Borrower, the Spanish Borrower and the Belgian Borrower, collectively, the “European Borrowers” and, each, an “European Borrower”), Diebold Nixdorf Canada, Limited, a company organized under the laws of the Province of Ontario (the “Canadian Borrower”), the Lenders party hereto from time to time, JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”), JPMorgan, as collateral agent (together with its permitted successors in such capacity, the “Collateral Agent”) and GLAS Americas LLC, as European collateral agent (together with its permitted successors in such capacity, the “European Collateral Agent”).

RECITALS:

WHEREAS, capitalized terms used in these Recitals shall have the respective meanings set forth for such terms in Section 1.1 hereof;

WHEREAS, (a) the Revolving Lenders have agreed to extend a revolving credit facility to the Borrowers, in an aggregate amount not to exceed $250,000,000, the proceeds of which shall be used to repay certain outstanding amounts and terminate the commitments under the Existing Revolving Credit Facility (the “Refinancing”), and to pay fees, commissions and expenses in connection with the foregoing (the events and transactions described above, together with the “Transactions” as defined in the TSA (as defined below), collectively, the “Transactions”), and to finance the ongoing working capital requirements of the Borrowers and their respective subsidiaries and for general corporate purposes and (b) the FILO Lenders have agreed to extend a senior secured first-in last-out term loan facility (the “FILO Facility”) in an aggregate amount not to exceed $55,000,000 on the terms and conditions set forth herein; and

WHEREAS, each of the Credit Parties has agreed to secure the Obligations hereunder (subject to the applicable limitations set forth in the Credit Documents) by granting to the Applicable Collateral Agent, for the benefit of the Secured Parties (or, where not possible under the relevant local law, directly to the Secured Parties), a First Priority Lien on its ABL Collateral and a junior priority lien on its Fixed Asset Collateral;

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

SECTION 1.    DEFINITIONS AND INTERPRETATION

1.1    Definitions. The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto, shall have the following meanings:

“2024 Consent Solicitation and Exchange Offer” as defined in the TSA.

“ABL Collateral” means “ABL Priority Collateral” as defined in the Intercreditor Agreement.

“ABL DIP Financing” as defined in Section 11.3.

“ABR”, when used in reference to (a) a rate of interest, refers to the Alternate Base Rate, and (b) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bear interest at a rate determined by reference to the Alternate Base Rate. All ABR Loans shall be denominated in Dollars.

“Accommodation Payment” as defined in Section 10.25.

“Account” as defined in the UCC.

“Account Debtor” means any Person obligated on an Account.

“Acquisition” means any transaction, or any series of related transactions, consummated on or after the Closing Date, by which any Credit Party (a) acquires any going business or all or substantially all of the assets of any Person, whether through purchase of assets, merger, amalgamation or otherwise or (b) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of related transactions) at least a majority (in number of votes) of the Equity Interests of a Person which has ordinary voting power for the election of directors or other similar management personnel of a Person (other than Equity Interests having such power only by reason of the happening of a contingency) or a majority of the outstanding Equity Interests of a Person.

“Acquisition Loans” means, for the purposes of Section 7.17(e) any Loan advanced under this Agreement whose purpose or actual use is, directly or indirectly, to finance (and/or refinance) (i) the acquisition of any Italian Guarantor (and/or of any Controlling Person of any Italian Guarantor) and/or (ii) the subscription of an equity interest of any Italian Guarantor (and/or of any Controlling Person of any Italian Guarantor) and/or (iii) the payment of any interest, fees, costs and expenses, stamp, registration or other Taxes in connection therewith and/or (iv) any existing indebtedness incurred for the purposes of (i), (ii) and (iii) above.

“Additional Borrower” as defined in Section 5.14(a).

“Adjusted Daily Simple RFR” means, (i) with respect to any RFR Borrowing denominated in Pounds Sterling, an interest rate per annum equal to the Daily Simple RFR for Pounds Sterling and (ii) subject to Section 2.25 with respect to any RFR Borrowing denominated in Dollars, an interest rate per annum equal to (a) the Daily Simple RFR for Dollars, plus (b) 0.10%; provided that if the Adjusted Daily Simple RFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

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“Adjusted EURIBOR Rate” means, with respect to any Term Benchmark Borrowing denominated in Euros for any Interest Period, an interest rate per annum equal to (a) the EURIBOR Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate; provided that if the Adjusted EURIBOR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

“Adjusted Term SOFR Rate” means, with respect to any Term Benchmark Borrowing denominated in Dollars for any Interest Period, an interest rate per annum equal to (a) the Term SOFR Rate for such Interest Period, plus (b) 0.10%; provided that if the Adjusted Term SOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

“Administrative Agent” as defined in the preamble hereto and includes, for the avoidance of doubt, any designated branch or Affiliate of JPMorgan Chase Bank, N.A. designated by it to serve in such capacity.

“Adverse Proceeding” means any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of the Parent Borrower or any of its Subsidiaries) at law or in equity, or before or by any Governmental Authority, domestic or foreign (including any Environmental Claims) pending against the Parent Borrower or any of its Subsidiaries or any property of the Parent Borrower or any of its Subsidiaries.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affected Lender” as defined in Section 2.17(c).

“Affected Loans” as defined in Section 2.17(c).

“Affiliate” means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise. For greater certainty, any reference to an Affiliate of the Agent, a Lender or any other Secured Party shall include a domestic or foreign branch of such Person.

“Agent” means each of the Administrative Agent, the Collateral Agent and the European Collateral Agent.

“Aggregate Amounts Due” as defined in Section 2.16.

“Agreed Currencies” means Dollars and each Alternative Currency.

“Agreed Security Principles” has the meaning set forth on Annex I.

“Agreement” means this Revolving Credit and Guaranty Agreement, as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

“Allocable Amount” as defined in Section 10.25.

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“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus ¹⁄₂ of 1% and (c) the Adjusted Term SOFR Rate for a one month Interest Period as published two (2) U.S. Government Securities Business Days prior to such day (or if such day is not a U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities Business Day) plus 1%, provided that, for the purpose of this definition, the Adjusted Term SOFR Rate for any day shall be based on the Term SOFR Reference Rate at approximately 5:00 a.m. Chicago time on such day (or any amended publication time for the Term SOFR Reference Rate, as specified by the CME Term SOFR Administrator in the Term SOFR Reference Rate methodology). Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR Rate, respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.25 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 2.25(b)), then the Alternate Base Rate shall be the greater of clause (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, (a) with respect to Revolving Loans, if the Alternate Base Rate as determined pursuant to the foregoing would be less than 1.0%, such rate shall be deemed to be 1.0% for purposes of this Agreement and (b) with respect to FILO Loans, if the Alternate Base Rate as determined pursuant to the foregoing would be less than 5.0%, such rate shall be deemed to be 5.0% for purposes of this Agreement.

“Alternate Rate” means the sum of (a) a rate per annum selected by the Administrative Agent, in its reasonable discretion in consultation with the Parent Borrower based on market conditions, reflecting the cost to the Lenders of obtaining funds, plus (b) the relevant Applicable Margin for Dollars set out under the heading “Applicable Margin for Term Benchmark Loans”. When used in reference to any Loan or Borrowing, “Alternate Rate” refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Rate.

“Alternative Currency” means Canadian Dollars, Sterling, Euros, and any additional currencies determined after the Closing Date by mutual agreement of the Borrowers, Lenders, Issuing Banks and Administrative Agent; provided that each such currency is a lawful currency that is readily available, freely transferable and not restricted and able to be converted into Dollars.

“Amendment and Limited Waiver” means the Amendment and Limited Waiver to this Agreement, dated as of March 21, 2023.

“Ancillary Document” as defined in Section 10.21.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to any Borrower or any of its Subsidiaries from time to time concerning or relating to bribery or corruption.

“Applicable Agent” means (a) with respect to the Revolving Commitments, extensions of credit thereunder, payments in respect thereof, and other matters pertaining thereto, the Administrative Agent, (b) with respect to any action or determination under any U.S. Collateral Document or Canadian Collateral Document or Collateral thereunder, the Collateral Agent, (c) with respect to any action or determination under any European Collateral Document or Collateral thereunder, the European Collateral Agent and (d) with respect to the FILO Facility, extensions of credit thereunder, payments in respect thereof and other matters pertaining thereto, the Administrative Agent.

“Applicable Collateral Agent” means (a) with respect to any action or determination under any U.S. Collateral Document or Canadian Collateral Document or Collateral thereunder, the Collateral Agent and (b) with respect to any action or determination under any European Collateral Document or Collateral thereunder, the European Collateral Agent.

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“Applicable Margin” means, (x) with respect to any FILO Loans that are (i) Term Benchmark Loans, 8.00% per annum and (ii) ABR Loans, 7.00% per annum; and (y) with respect to the Revolving Credit Facility, subject to the provisos below, for any period, the applicable percentage per annum determined by reference to the average daily Excess Availability during such period as set forth below:

The Applicable Margin will be determined on the first Business Day after the date on which the Administrative Agent shall have received the most recent Borrowing Base Certificate delivered pursuant to Section 5.12(a) calculating the Excess Availability. At any time that any Borrower has not submitted to the Administrative Agent the applicable Borrowing Base Certificate as and when required under Section 5.12(a), the Applicable Margin shall be determined as if the Excess Availability was less than $125,000,000 until such Borrower delivers such Borrowing Base Certificate; provided, however, that notwithstanding the foregoing, for the period from the Closing Date until the day on which the Administrative Agent has received the Borrowing Base Certificate required to be delivered hereunder for the first full fiscal month completed after the Closing Date, the Applicable Margin for (a) ABR/Canadian Prime Rate Loans shall be 2.00% per annum, (b) Term Benchmark Loans shall be 3.00% per annum and (c) RFR Loans shall be 3.00% per annum.

“Applicable Reference Period” means as at any date of determination, the most recently ended Reference Period for which financial statements with respect to each fiscal quarter included in such Reference Period have been delivered pursuant to Section 5.1(a) or 5.1(b) (or, prior to the delivery of any such financial statements, the Reference Period ended September 30, 2022).

“Applicable Revolving Commitment Fee Percentage” means, for any period, a percentage rate equal to 0.50% per annum.

“Applicable Threshold” means on any date of determination, the amount equal to the greater of (i) 12.5% of the Line Cap at such time and (ii) $25,000,000.

“Approved Counterparty” means each Agent or Lender or any Affiliate of such Agent or Lender who enters into a Cash Management Document, a Hedge Agreement and/or Bi-lateral LC/WC Agreement (regardless of whether such Cash Management Document, Hedge Agreement and/or Bi-lateral LC/WC Agreement was entered into prior to the Closing Date) (including any Person who is an Agent or Initial Lender (and, in each case, any Affiliate thereof) at the time any such Cash Management Document, Hedge Agreement and/or Bi-lateral LC/WC Agreement, as the case may be, is entered into (or, with respect to any Cash Management Documents, Hedge Agreements and/or Bi-lateral LC/WC Agreements that were entered into prior to the Closing Date, any Person who is an Agent or Initial Lender (and, in each case, any Affiliate thereof) on the Closing Date) but subsequently ceases to be an Agent or Lender), including, without limitation, each such Affiliate that enters into a joinder agreement for such purpose with the Collateral Agent or the European Collateral Agent.

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“Approved Deposit Account” means a Deposit Account that is the subject of an effective Deposit Account Control Agreement and that is maintained by any Credit Party with a Deposit Account Bank. “Approved Deposit Account” includes all monies on deposit in a Deposit Account and all certificates and instruments, if any, representing or evidencing such Deposit Account.

“Approved Electronic Communications” means each notice, demand, communication, information, document and other material that any Credit Party is obligated to, or otherwise chooses to, provide to any Agent pursuant to any Credit Document or the transactions contemplated therein, including (a) any supplement to the Guaranty and any joinder to the Security Agreement, any Canadian Collateral Document or European Collateral Document and any other written Contractual Obligation required to be delivered in respect of any Credit Document or the transactions contemplated therein and (b) any financial statement, financial and other report, notice, request, certificate and other information material; provided, however, that “Approved Electronic Communications” shall exclude (i) any Notice, and any other notice, demand, communication, information, document and other material relating to a request for a new, or a conversion of an existing, Borrowing or Credit Extension, (ii) any notice pursuant to Sections 2.11, 2.12 and 2.13 and any other notice relating to the payment of any principal or other amount due under any Credit Document prior to the scheduled date therefor, (iii) all notices of any Default or Event of Default and (iv) any notice, demand, communication, information, document and other material required to be delivered to satisfy any of the conditions set forth in Section 3 or Section 2.3(a) or any other condition to any Borrowing or other Credit Extension hereunder or any condition precedent to the effectiveness of this Agreement.

“Approved Electronic Platform” as defined in Section 9.3(a).

“Approved Securities Intermediary” means a “securities intermediary” or “commodity intermediary” (as such terms are defined in the UCC) selected or approved by the Administrative Agent (such approval not to be unreasonably withheld).

“Assignment Agreement” means an Assignment and Assumption Agreement substantially in the form of Exhibit E.

“Assignment Closing Date” as defined in Section 10.6(b).

“Auditor’s Determination” as defined in Section 7.17(d).

“Authorized Officer” means, as applied to any Person, (i) the principal executive officers, managing members or general partners of such Person, including any individual holding the position of chairman of the board (if an officer), chief executive officer, president or one of its vice presidents, chief financial officer, treasurer, assistant treasurer, controller, secretary or assistant treasurer (but, in any event, with respect to financial matters, “Authorized Officer” shall mean such Person’s chief financial officer, treasurer, assistant treasurer or controller) or, in each case, the equivalent thereof and provided such officer is authorized to represent that Credit Party and (ii) in the case of a European Credit Party, each person performing similar duties as the foregoing persons listed in clause (i) (including any directors of a European Credit Party acting in such capacity).

“Available Currency” means with respect to (i) Tranche A Loans, Dollars and Canadian Dollars, (ii) Tranche A Swing Line Loans, Dollars, (iii) Tranche A Letters of Credit, Dollars, Canadian Dollars, Euros and Pounds Sterling, (iv) Tranche B Loans, Dollars and Euros and (v) Tranche C Loans, Dollars, Euros and Pounds Sterling.

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“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark for any Agreed Currency, as applicable, any tenor for such Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining any frequency of making payments of interest calculated pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (e) of Section 2.25.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bailee’s Letter” means a letter substantially in the form of Exhibit K (or such other form as may reasonably be agreed to by the Administrative Agent), with such amendments or modifications as may be approved by the Administrative Agent and the Parent Borrower and executed by any Person (other than a Borrower) that is in possession of inventory on behalf of any Borrower pursuant to which such Person acknowledges, among other things, the Applicable Collateral Agent’s Lien with respect thereto or such documentation as is required in relation to the perfection or control of security and/or blocking or control of Collateral pursuant to any relevant Canadian Collateral Document or European Collateral Document.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

“Bankruptcy Law” shall mean, as applicable, (a) the Bankruptcy Code and (b) and any similar federal or state or non-U.S. law or statute for the supervision, administration or relief of debtors, including the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada), the Canada Business Corporations Act (or any other Canadian corporate statute where such statute is used by a Person to propose an arrangement involving a compromise of claims of any class of its creditors), the UK Insolvency Act 1986, the United Kingdom’s Companies Act 2006, the Insolvency Regulation and the Retained Insolvency Regulation, the German Insolvency Code (Insolvenzordnung), the German restructuring act (StaRUG), in the case of an Italian Account Debtor, the Italian Bankruptcy Law or Italian Crisis and Insolvency Code, in the case of an Account Debtor with its centre of main interests or an establishment (each as defined in the Insolvency Regulation) in the Netherlands, the Dutch Bankruptcy Act (Faillissementswet), in the case of a Belgian Account Debtor, Book XX (Insolventie van de ondernemingen/Insolvabilité des entreprises) of the Belgian Economic Law Code (Wetboek Economisch Recht/Code de droit économique), in the case of a French Credit Party, the French Insolvency Law, in the case of a Swedish Account Debtor, the Swedish Reorganisation Act (Sw. lag (2022:964), the Swedish bankruptcy act (Sw. Konkurslag (1987:672)) om företagsrekonstruktion), in the case of a Spanish Credit Party, the Spanish Insolvency Law, the Polish Insolvency Law dated 28 February 2003 (Prawo upadłościowe) and the Polish Restructuring Law dated 15 May 2015 (Prawo restrukturyzacyjne), in the case of a Swiss Borrower, the Swiss Insolvency Law and the provisions related to insolvency contained in the Swiss Code of Obligations, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, arrangement, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States, Canada, or other applicable jurisdictions from time to time in effect (including any applicable corporations legislation to the extent the relief sought under such corporations legislation relates to or involves the compromise, settlement, adjustment or arrangement of debt).

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“Belgian Borrower” as defined in the recitals hereto or any other Person added as a Borrower that is incorporated in Belgium in accordance with the terms hereof.

“Belgian Borrowing Base” means, with respect to the Belgian Borrower at any time, the amount (expressed as a Dollar Equivalent amount) equal to:

(a)    the product of 95% multiplied by the Dollar Equivalent of the face amount of all Eligible Receivables of the Belgian Borrower (calculated net of all finance charges, late fees and other fees that are unearned, sales, excise or similar taxes, and credits or allowances granted at such time);

minus

(b)    any applicable Reserve then in effect to the extent applicable to the Belgian Borrower or such Eligible Receivables.

“Belgian Collateral Documents” means, collectively, the Belgian Security Agreement and any other agreements, instruments and documents executed in connection with this Agreement and the Agreed Security Principles that are intended to create, perfect or evidence Liens on assets of any Belgian Credit Party to secure any of the Obligations, including, without limitation, all other security agreements, pledge agreements, mortgage deeds, pledges, powers of attorney, assignments, and financing statements, in each case now or hereafter executed by any Belgian Credit Party and delivered to the Applicable Agent that are intended to create, perfect or evidence Liens on assets of any Belgian Credit Party or executed by a Credit Party in respect of shares in a Belgian Credit Party to secure any of the Obligations.

“Belgian Credit Party” means each Belgian Borrower and each Belgian Guarantor.

“Belgian Guarantor” means any European Guarantor incorporated under the laws of Belgium.

“Belgian Insolvency Event” means with respect to a Belgian Credit Party: any event whereby such person (i) has been dissolved (ontbonden / dissoute) or resolved to enter into liquidation (vereffening / liquidation), (ii) had its assets placed under administration (onder bewind gesteld / placés sous administration), (iii) ceased to pay its debts as they fall due (staking van betaling / cessation de paiement), (iv) filed an application for or been subject to proceedings for bankruptcy (faillissement / faillite) or judicial reorganisation (gerechtelijke reorganisatie / réorganisation judiciaire), (v) has been declared bankrupt (failliet verklaard / declarées en faillite), or (vi) has been subjected to measures such as the appointment of a provisional administrator (voorlopig bewindvoerder / administrateur provisoire) or sequestrator (sekwester / séquestre).

“Belgian Non-Cooperative Jurisdiction” means a tax haven country, a low-tax jurisdiction or a non-cooperative jurisdiction within the meaning of article 307, §1/2 of the Belgian Income Tax Code 1992, as amended.

“Belgian Outstandings” means, with respect to any Belgian Borrower at any particular time, the principal amount of the Tranche C Loans made to such Belgian Borrower outstanding at such time.

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“Belgian Security Agreement” means the Belgian law governed security agreement in respect of accounts, receivables and movable assets dated on or about the date of this Agreement and made among each Belgian Credit Party as pledgor and the European Collateral Agent as pledgee.

“Belgian Tax Qualifying Lender” means:

“Belgian Treaty Lender” means, in respect of a payment under a Credit Document, a Lender which:

“Benchmark” means, initially, with respect to any (i) RFR Loan in any Agreed Currency, the applicable Relevant Rate for such Agreed Currency and (ii) Term Benchmark Loan, the Relevant Rate for such Agreed Currency; provided that if a Benchmark Transition Event and the related Benchmark Replacement Date have occurred with respect to the applicable Relevant Rate or the then-current

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Benchmark for such Agreed Currency, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (b) of Section 2.25.

“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date; provided that, in the case of any Loan denominated in an Alternative Currency, “Benchmark Replacement” shall mean the alternative set forth in (2) below:

(1) in the case of any Loan denominated in Dollars, the Adjusted Daily Simple RFR for Dollar Borrowings;

(2) the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Parent Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for syndicated credit facilities denominated in the applicable Agreed Currency at such time in the United States and (b) the related Benchmark Replacement Adjustment.

If the Benchmark Replacement as determined pursuant to clause (1) or (2) above would be less than the Floor, the Benchmark Replacement will be deemed to be equal to the Floor for the purposes of this Agreement and the other Credit Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Parent Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities denominated in the applicable Agreed Currency at such time.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement and/or any Term Benchmark Loan denominated in Dollars, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “RFR Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides in consultation with the Parent Borrower may be appropriate to reflect the adoption and implementation of such Benchmark and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark exists, in such other manner of administration as the Administrative Agent decides in consultation with the Parent Borrower is reasonably necessary in connection with the administration of this Agreement and the other Credit Documents).

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“Benchmark Replacement Date” means, with respect to any Benchmark, the earliest to occur of the following events with respect to such then-current Benchmark:

(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (3) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current Benchmark:

(1) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(2) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, the CME Term SOFR Administrator, the central bank for the Agreed Currency applicable to such Benchmark, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case, which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

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(3) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Credit Document in accordance with Section 2.25 and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Credit Document in accordance with Section 2.25.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan.”

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Bi-lateral LC/WC Agreement” means an agreement between the Parent Borrower and/or any of its Subsidiaries and a financial institution providing for the issuance of letters of credit, bank guarantees and/or similar obligations which agreement has been designated in writing as a Bi-lateral LC/WC Agreement by the Parent Borrower to the Administrative Agent, which designation shall include a certification as to the maximum principal exposure amount permitted under such agreement. For the avoidance of doubt the Parent Borrower may rescind such designation (or deliver a certificate certifying as to a modified amount of such maximum exposure amount that shall constitute Obligations) by written notice to the Administrative Agent.

“Blockage Notice” means a notice of “control” (as defined in the UCC) or its applicable equivalent contemplated to be delivered pursuant to each Deposit Account Control Agreement.

“Blocking Regulation” means Council Regulation (EC) 2271/96.

“Board of Directors” means:

(a)    with respect to a corporation, the board of directors or managers (as applicable) of the corporation;

(b)    with respect to a partnership, the Board of Directors of the general partner of the partnership; and

(c)    with respect to any other Person, the board or committee of such Person serving a similar function.

“Board of Governors” means the Board of Governors of the United States Federal Reserve System, or any successor thereto.

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“Borrower DTTP Filing” means an HM Revenue & Customs’ Form DTTP2, duly completed and filed by the relevant UK Borrower within the applicable time limit, which contains the scheme reference number and jurisdiction of tax residence provided by the Lender to the relevant UK Borrower and the Administrative Agent.

“Borrowers” means the collective reference to the US Borrowers, the Canadian Borrowers and the European Borrowers, and each of the foregoing, individually, a “Borrower.”

“Borrowers’ Accountants” means KPMG LLP or other independent nationally-recognized public accountants reasonably acceptable to the Administrative Agent.

“Borrowing” means (a) the borrowing of one Type of Loan of a single currency by a Borrower, from the Lenders (or from a Swing Line Lender, in the case of Swing Line Loans) on a given date (or resulting from a conversion or conversions on such date) having in the case of Term Benchmark Loans the same Interest Period and (b) a Protective Advance.

“Borrowing Base” means the French Borrowing Base, each German Borrowing Base, the Dutch Borrowing Base, the Canadian Borrowing Base, the Swedish Borrowing Base, the Spanish Borrowing Base, the Italian Borrowing Base, the UK Borrowing Base, the Belgian Borrowing Base, the Polish Borrowing Base, the US Borrowing Base, the Global Borrowing Base, the European Borrowing Base or the Specified Borrowing Base, as the case may be.

“Borrowing Base Certificate” means a certificate of each Borrower the assets of which are included in the applicable Borrowing Base substantially in the form of Exhibit L.

“Borrowing Conditions” means, as applicable, the Tranche A Borrowing Conditions, the Tranche B Borrowing Conditions and the Tranche C Borrowing Conditions.

“Business Day” means any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close. In addition to the foregoing, a Business Day shall be (a) for Loans denominated in Euros and in relation to the calculation or computation of EURIBOR, any day which is a TARGET Day, (b) for RFR Loans and any interest rate settings, fundings, disbursements, settlements or payments of any such RFR Loan, or any other dealings in the applicable Agreed Currency of such RFR Loan, any such day that is only a RFR Business Day, (c) for Loans referencing the Adjusted Term SOFR Rate and any interest rate settings, fundings, disbursements, settlements or payments of any such Loans referencing the Adjusted Term SOFR Rate or any other dealings of such Loans referencing the Adjusted Term SOFR Rate, any such day that is a U.S. Government Securities Business Day, and (d) for Loans denominated in Canadian Dollars or made to the Canadian Borrower and any interest rate settings, fundings, disbursements, settlements or payments of any such Loans or any other dealings in Canadian Dollars, any day (other than a Saturday or a Sunday) on which banks are open for business in Toronto, Ontario (Canada), (f) for any interest rate settings, fundings, disbursements, settlements or payments of any Loans or any other dealings serviced out of the London branch of JPMorgan, any day (other than a Saturday or a Sunday) on which banks are open for business in London, England and (g) with respect to any Loan made available to the French Borrower, the term “Business Day” shall also exclude any day which is a legal holiday in Paris, France or is a day on which banking institutions located in Paris, France are authorized or required by law or other governmental action to close.

“CAM” means the mechanism for the allocation and exchange of interests in Revolving Credit Loans and other extensions of credit hereunderunder the Revolving Credit Facility and collections in respect thereof established in Section 8.5.

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“CAM Exchange” means the exchange of the Revolving Lenders’ interests provided for in Section 8.5.

“CAM Exchange Date” means the date on which any event referred to in paragraph (f) or (g) of Section 8.1 shall occur in respect of any Borrower or the date on which the Revolving Loans are accelerated in accordance with the last paragraph of Section 8.1.

“CAM Percentage” means, as to each Revolving Lender, a fraction, expressed as a decimal, of which (a) the numerator shall be the aggregate Dollar Equivalent of the Obligations owed to such Revolving Lender (whether or not at the time due and payable) and such Revolving Lender’s participations in undrawn amounts of Letters of Credit immediately prior to the CAM Exchange Date and (b) the denominator shall be the aggregate Dollar Equivalent (as so determined) of the Obligations owed to all the Revolving Lenders (whether or not at the time due and payable) and the aggregate undrawn amount of all Letters of Credit immediately prior to the CAM Exchange Date.

“Canadian Anti-Money Laundering & Anti-Terrorism Legislation” means, collectively, the Criminal Code, R.S.C. 1985, c. C-46, the Proceeds of Crime Act (Money Laundering) and Terrorist Financing Act (Canada) and the United Nations Act (Canada), R.S.C. 1985, c. U-2 or any similar Canadian legislation, together with all rules, regulations and interpretations thereunder or related thereto including, without limitation, the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism and the United Nations Al Qaida and Taliban Regulations promulgated under the United Nations Act.

“Canadian Blocked Person” means any Person that is a “politically exposed foreign person” as defined in the Freezing Assets of Corrupt Foreign Officials Act (Canada), or “terrorist group” as defined in Part II.1 of the Criminal Code (Canada).

“Canadian Borrower” shall have the meaning given to such term in the preamble hereto, together with any other Person added as a Canadian Borrower in accordance with the terms hereof.

“Canadian Borrowing Base” means:

(a)    The sum of:

(i)    in the case of Eligible Receivables, the product of 95% multiplied by the Dollar Equivalent of the face amount of all Eligible Receivables of the Canadian Borrower (calculated net of all finance charges, late fees and other fees that are unearned, sales, excise or similar taxes, and credits or allowances granted at such time);

plus

(ii)    in the case of Eligible Inventory, the lesser of (A) 70% of the value of Eligible Inventory of the Canadian Borrower (valued, for each class of such Eligible Inventory, at the lower of cost and market on a first-in, first-out basis) constituting each class of such Eligible Inventory at such time and (B) 90% of the Net Orderly Liquidation Value Percentage of such Eligible Inventory of the Canadian Borrower (valued at the lower of cost and market on a first-in, first-out basis) constituting each class of Eligible Inventory at such time;

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minus

(b)    any applicable Reserve then in effect to the extent applicable to such Canadian Borrower, such Eligible Receivables or such Eligible Inventory.

“Canadian Collateral and Guarantee Requirement” means, at any time and solely with respect to each Canadian Credit Party or Canadian Subsidiary of the Parent Borrower not constituting an Excluded Subsidiary, the requirement that:

(a) the Administrative Agent and the Collateral Agent shall have received from (i) each Canadian Credit Party or Canadian Subsidiary of the Parent Borrower not constituting an Excluded Subsidiary either (x) a counterpart of this Agreement duly executed and delivered on behalf of such Person in its capacity as a Guarantor or (y) in the case of any Person that becomes or is required to become a Canadian Credit Party after the Closing Date (including by ceasing to be an Excluded Subsidiary), a supplement to this Agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed and delivered on behalf of such Person in its capacity as a Guarantor, (ii) each Canadian Credit Party or Canadian Subsidiary of the Parent Borrower not constituting an Excluded Subsidiary either (x) a counterpart of the Canadian Security Agreement and, if applicable, a deed of hypothec, each duly executed and delivered on behalf of such Person or (y) in the case of any Person that becomes or is required to become a Canadian Credit Party after the Closing Date (including by ceasing to be an Excluded Subsidiary), a supplement to the Canadian Security Agreement and, if applicable, a deed of hypothec, each in the form specified therein, duly executed and delivered on behalf of such Person and (iii) each Canadian Credit Party or Canadian Subsidiary of the Parent Borrower not constituting an Excluded Subsidiary either (x) a counterpart of the Intercreditor Agreement then in effect duly executed and delivered on behalf of such Person or (y) in the case of any Person that becomes or is required to become a Canadian Credit Party after the Closing Date (including by ceasing to be an Excluded Subsidiary), a supplement to the Intercreditor Agreement then in effect, in the form specified therein, duly executed and delivered on behalf of such Person in each case under this clause (a) together with, in the case of any such Credit Documents executed and delivered after the Closing Date, documents and, to the extent reasonably requested by the Administrative Agent or the Collateral Agent (acting at the direction of the Administrative Agent), opinions, documents and certificates of the type referred to in Section 3.1;

(b) all outstanding Equity Interests of any Subsidiary of the Parent Borrower (other than any Equity Interests constituting Excluded Assets) owned by or on behalf of any Canadian Credit Party shall have been pledged pursuant to the Canadian Security Agreement and the Collateral Agent shall have received certificates or other instruments representing all such Equity Interests (if any), together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank;

(c) if any Indebtedness for borrowed money of the Parent Borrower or any Subsidiary in a principal amount of $2,000,000 or more is owing by such obligor to any Canadian Credit Party and if such Indebtedness shall be evidenced by a promissory note, such promissory note shall have been pledged pursuant to the Canadian Security Agreement and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank;

(d) all certificates, agreements, documents and instruments, including PPSA financing statements, Deposit Account Control Agreements, Securities Account Control Agreements and Intellectual Property Security Agreements, required by the Canadian Security Agreement or requirements of Law and reasonably requested by the Administrative Agent to be filed, delivered, registered or recorded to create the Liens intended to be created by the Canadian Security Agreement and perfect such Liens to the extent required by, and with the priority required by, the Canadian Security Agreement and the other provisions of the term “Canadian Collateral and Guarantee Requirement,” shall have been filed, registered or recorded or delivered to the Administrative Agent in proper form for filing, registration or recording;

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(e) the Collateral Agent shall have received as soon as possible and in any event within 90 days after the Closing Date (or such later date as the Administrative Agent shall reasonably agree) (i) counterparts of a Mortgage with respect to each Mortgaged Property duly executed and delivered by the record owner of such Mortgaged Property, (ii) a policy or policies of title insurance (or marked unconditional commitment to issue such policy or policies) in the amount equal to not less than 100% (or such lesser amount as reasonably agreed to by the Collateral Agent, acting at the direction of the Administrative Agent) of the fair market value of such Mortgaged Property and fixtures, as reasonably determined by the Parent Borrower and agreed to by the Collateral Agent, acting at the direction of the Administrative Agent, issued by a nationally recognized title insurance company reasonably acceptable to the Collateral Agent, acting at the direction of the Administrative Agent, insuring the Lien of each such Mortgage as a first priority Lien on the Mortgaged Property described therein, free of any other Liens except as expressly permitted by Section 6.5, together with such endorsements (other than a creditor’s rights endorsement), coinsurance and reinsurance as the Administrative Agent may reasonably request to the extent available in the applicable jurisdiction at commercially reasonable rates, (iii) such affidavits, instruments of indemnification (including a so-called “gap” indemnification) as are customarily requested by the title company to induce the title company to issue the title policies and endorsements contemplated above, (iv) evidence reasonably acceptable to the Collateral Agent, acting at the direction of the Administrative Agent, of payment by the Parent Borrower or any other Subsidiary of all title policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the title policies referred to above, (v) a survey of each Mortgaged Property in such form as shall be required by the title company to issue the so-called comprehensive and other survey-related endorsements and to remove the standard survey exceptions from the title policies and endorsements contemplated above (provided, however, that a survey shall not be required to the extent that the issuer of the applicable title insurance policy provides reasonable and customary survey-related coverages (including, without limitation, survey-related endorsements) in the applicable title insurance policy based on an existing survey and/or such other documentation as may be reasonably satisfactory to the title insurer) and (vi) such legal opinions as the Administrative Agent or Collateral Agent may reasonably request with respect to any such Mortgage or Mortgaged Property; and

(f) the Administrative Agent and the Collateral Agent shall have received each Deposit Account Control Agreement and each Securities Account Control Agreement required by, and at the times set forth in, Section 5.15.

Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Credit Document to the contrary, (a) the foregoing provisions of this definition shall not require the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets of the Canadian Credit Parties, or the provision of Guarantees by any Canadian Subsidiary (i) if, and for so long as and to the extent that the Administrative Agent and the Parent Borrower reasonably agree that the cost, burden, difficulty or consequence of creating or perfecting such pledges or security interests in such assets, or obtaining such title insurance, legal opinions or other deliverables in respect of such assets, or providing such Guarantees (taking into account any material adverse Tax consequences to the Parent Borrower and its Subsidiaries (including the imposition of material withholding or other Taxes)), outweighs the benefits to be obtained by the Lenders therefrom and/or (ii) the grant or perfection of a security interest in such asset would (A) be prohibited by enforceable anti-assignment provisions of any applicable law, (B) violate the terms of any contract (to the extent binding on such property at the time of the acquisition thereof and not incurred in contemplation of such acquisition) (in each case, after giving effect to the applicable anti-assignment provisions of the PPSA or other applicable law) or (C) trigger termination of any contract pursuant to any “change of control” or similar provision (to the extent binding on such property at the time of the acquisition thereof and not incurred in contemplation of such acquisition); it being understood that the Collateral of the Canadian Credit

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Parties shall include any proceeds and/or receivables arising out of any contract described in this clause (ii) to the extent the assignment of such proceeds or receivables is expressly deemed effective under the PPSA or other applicable law notwithstanding the relevant prohibition, violation or termination right, (b) Liens required to be granted from time to time pursuant to the term “Canadian Collateral and Guarantee Requirement” shall be subject to exceptions and limitations set forth in the Canadian Security Agreement, (c) [reserved], (d) no perfection actions shall be required with respect to vehicles and other assets subject to certificates of title (other than the filing of PPSA financing statements), (e) no perfection actions shall be required with respect to commercial tort claims with a value less than $2,000,000 other than the filing of PPSA financing statements and, other than the filing of PPSA financing statements, no perfection shall be required with respect to promissory notes evidencing debt for borrowed money in a principal amount of less than $2,000,000, (f) except as set forth in the Foreign Credit Documents or as expressly required by the Agreed Security Principles, no actions in any non-U.S. or Canadian jurisdiction or required by the laws of any non-U.S. or Canadian jurisdiction shall be required to be taken to create any security interests in assets located or titled outside of the United States or Canada (including any Equity Interests of Foreign Subsidiaries and any Foreign Intellectual Property) or to perfect or make enforceable any security interests in any such assets, (g) no actions shall be required to perfect a security interest in letter of credit rights (other than the filing of PPSA financing statements), (h) [reserved] and (i) in no event shall the Collateral include any Excluded Assets. The Administrative Agent may grant extensions of time for the creation and perfection of security interests in or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets or the provision of the Guaranty by any Subsidiary (including extensions beyond the Closing Date or in connection with assets acquired, or Subsidiaries formed or acquired, after the Closing Date) where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement or the Collateral Documents.

Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Credit Document to the contrary, subject to the terms of the Intercreditor Agreement (including any bailee provisions therein), to the extent any perfection actions are required to be taken with respect to any asset under the 2025 Notes, New 2L Notes, Superpriority Term Loans, Existing 2023 Term Loans and/or the Extended Term Loans, such perfection actions shall be required to be taken hereunder with respect to such asset.

“Canadian Collateral Documents” means, collectively, the Canadian Security Agreement, and any other agreements, instruments and documents executed in connection with this Agreement that are intended to create, perfect or evidence Liens on assets of any Credit Party to secure any of the Obligations, including, without limitation, all other security agreements, pledge agreements, deeds of hypothec, debentures, share charges, pledges, powers of attorney, assignments, and financing statements, in each case now or hereafter executed by any Canadian Credit Party and delivered to the Applicable Agent that are intended to create, perfect or evidence Liens on assets of any Canadian Credit Party to secure any of the Obligations.

“Canadian Credit Parties” means, each of, and collectively, the Canadian Borrower and any Credit Party organized under applicable law of Canada or any province or territory of Canada that is a party to this Agreement as of the Closing Date or that becomes a party to this Agreement after the Closing Date pursuant to a joinder agreement, and their respective successors and permitted assigns, and the term “Canadian Credit Party” means any one of them or all of them individually, as the context may require.

“Canadian Defined Benefit Plan” means a Canadian Pension Plan for the purposes of any applicable pension benefits standards statute or regulation in Canada, which contains a “defined benefit provision”, as defined in subsection 147.1(1) of the Tax Act.

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“Canadian Dollars” or “Cdn$” means the lawful currency of Canada.

“Canadian Economic Sanctions and Export Control Laws” means any Canadian laws, regulations or orders governing transactions in controlled goods or technologies or dealings with countries, entities, organizations, or individuals subject to economic sanctions and similar measures, including the Special Economic Measures Act (Canada), the United Nations Act (Canada), the Freezing Assets of Corrupt Foreign Officials Act (Canada), Part II.1 of the Criminal Code (Canada) and the Export and Import Permits Act (Canada), and any related regulations.

“Canadian Obligations” means all obligations of every nature of each Canadian Credit Party under the Credit Documents, together with all obligations from time to time owed to the Agents (including former Agents), the Lenders or any of them and Approved Counterparties or any of them, under any Cash Management Document, Hedge Agreement or Bi-lateral LC/WC Agreement, in each case whether for principal, interest (including interest which, but for the filing of a petition in bankruptcy with respect to such Credit Party, would have accrued on any Canadian Obligation, whether or not a claim is allowed against such Credit Party for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, fees, expenses, indemnification or otherwise.

“Canadian Outstandings” means, with respect to any Canadian Borrower at any particular time, the principal amount of the Tranche A Loans made to such Canadian Borrower outstanding at such time.

“Canadian Pension Event” means (a) the whole or partial withdrawal of a Canadian Credit Party or another Credit Party from a Canadian Defined Benefit Plan during a plan year; or (b) the filing of a notice of intent to terminate in whole or in part a Canadian Defined Benefit Plan or the treatment of a Canadian Defined Benefit Plan amendment as a termination or partial termination; or (c) the institution of proceedings by any Governmental Authority to terminate in whole or in part or have a trustee appointed to administer a Canadian Defined Benefit Plan; or (d) any statutory deemed trust or Lien, other than a Permitted Lien, arises in connection with a Canadian Defined Benefit Plan, or (e) any other event or condition which might constitute grounds for the termination of, winding up or partial termination or winding up or the appointment of trustee to administer, any Canadian Defined Benefit Plan.

“Canadian Pension Plan” means a pension plan that is covered by the applicable pension standards laws of any jurisdiction in Canada including the Pension Benefits Act (Ontario) and the Tax Act and that is either (a) maintained or sponsored by the Canadian Credit Party for employees or (b) maintained pursuant to a collective bargaining agreement, or other arrangement under which more than one employer makes contributions and to which the Canadian Credit Party is making or accruing an obligation to make contributions or has within the preceding five years made or accrued such contributions, but “Canadian Pension Plan” shall not include the Canada Pension Plan (CPP) as maintained by the government of Canada or the Quebec Pension Plan (QPP) as maintained by the government of Quebec or the Ontario Retirement Pension Plan.

“Canadian Prime” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bear interest at a rate determined by reference to the Canadian Prime Rate.

“Canadian Prime Rate” means, on any day, the rate determined by the Administrative Agent to be the higher of (i) the rate equal to the PRIMCAN Index rate that appears on the Bloomberg screen at 10:15 a.m. Toronto time on such day (or, in the event that the PRIMCAN Index is not published by Bloomberg, any other information services that publishes such index from time to time, as selected by the Administrative Agent in its reasonable discretion) and (ii) the average rate for 30 day Canadian Dollar-denominated bankers’ acceptances displayed and identified as such by Refinitiv (or, in the event such rate

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does not appear on such page or screen, on any successor or substitute page or screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time, as selected by the Administrative Agent’s in its reasonable discretion) as of 10:15 a.m. Toronto local time on such day and, if such day is not a Business Day, then on the immediately preceding Business Day (as adjusted by the Administrative Agent after 10:15 a.m. Toronto local time to reflect any error in the posted rate of interest or in the posted average annual rate of interest), plus 1% per annum; provided that if any of the above rates shall be less than the Floor, such rate shall be deemed to be equal to the Floor for purposes of this Agreement. Any change in the Canadian Prime Rate due to a change in the PRIMCAN Index or in the average rate for 30 day Canadian Dollar-denominated bankers’ acceptances displayed and identified as such by Refinitiv shall be effective from and including the effective date of such change in the PRIMCAN Index or in the 30 day Canadian Dollar-denominated bankers’ acceptances displayed and identified as such by Refinitiv, respectively.

“Canadian Priority Payable Reserves” means any and all reserves which the Administrative Agent deems necessary, in its Permitted Discretion, for amounts owing by a Canadian Credit Party (or any other Person for which any Canadian Credit Party has joint and several liability) secured by any Liens, choate or inchoate, which rank or are capable of ranking in priority to the Administrative Agent’s Liens and/or for amounts which may represent costs relating to the enforcement of the Administrative Agent’s Liens including, without limitation, in the Permitted Discretion of the Administrative Agent, any such amounts due and not paid for wages, salaries, commission or compensation, including vacation pay (including as provided for under WEPPA), amounts due and not paid under any legislation relating to workers’ compensation or to employment insurance, all amounts deducted or withheld and not paid and remitted when due under the Tax Act, amounts currently or past due and not paid for realty, municipal or similar taxes, any and all solvency deficiencies, unfunded liabilities on wind-up or wind-up deficiencies in regards to any Canadian Defined Benefit Plan (to the extent impacting personal or moveable property), amounts in respect of rights or claims of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada) and all amounts currently or past due and not contributed, remitted or paid to any Canadian Pension Plan or under the Canada Pension Plan, the Pension Benefits Act (Ontario), the Quebec Pension Plan (QPP) or any similar legislation.

“Canadian Security Agreement” means that certain Canadian Security Agreement (including any and all supplements thereto), dated as of the date hereof, by and among the Credit Parties party thereto and the Applicable Agent, for the benefit of the Applicable Agent and the other Secured Parties, any other Canadian pledge and security agreement and any deed of hypothec entered into by any Credit Party prior to, on or after the date of this Agreement in connection with this Agreement.

“Canadian Subsidiary” means each Subsidiary incorporated, formed or organized, under the laws of Canada or a province or territory thereof.

“Capital Expenditures” means, for any period for any Person, the aggregate of all cash expenditures of such Person during such period determined on a consolidated basis that are or should be included in “purchase of property and equipment” or similar items, in each case, of a type which would be treated as capital expenditures in accordance with GAAP, reflected in the statement of cash flows of such Person other than (a) any expenditures financed with proceeds from the issuance of Capital Stock by the Parent Borrower, insurance proceeds or asset sales permitted under Section 6.3 and (b) expenditures for leasehold improvements for which such Person is reimbursed in cash (other than by an Affiliate of such Person) substantially concurrently with the making of such expenditures.

“Capital Impairment” as defined in Section 7.17(d).

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“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including, without limitation, partnership interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Cash” means money, currency or a credit balance in any demand account or Deposit Account.

“Cash Collateral Account” means any Deposit Account or Securities Account that is (a) established by any Agent from time to time in its sole discretion to receive cash and Cash Equivalents (or purchase cash or Cash Equivalents with funds received) from the Credit Parties or Persons acting on their behalf pursuant to the Credit Documents, (b) with such depositaries and securities intermediaries as such Agent may determine in its sole discretion, (c) in the name of the Applicable Agent (although such account may also have words referring to a Borrower and the account’s purpose), (d) under the control of the Applicable Agent and (e) in the case of a Securities Account, with respect to which the Applicable Agent shall be the Entitlement Holder and the only Person authorized to give Entitlement Orders with respect thereto.

“Cash Equivalents” means (i) Dollars, Canadian Dollars, Swiss Francs, Pounds Sterling, Japanese Yen, Euros, any national currency of any participating member state of the European Union and any other Available Currencies; (ii) securities issued directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support thereof), (iii) Dollar denominated time deposits, certificates of deposit, demand deposits, overnight bank deposits and bankers’ acceptances of any domestic or foreign commercial bank having capital and surplus of not less than $500,000,000 in the case of U.S. banks and $100,000,000 (or the U.S. dollar equivalent as of the date of determination) in the case of non U.S. banks (any such bank, an “Approved Lender”), (iv) commercial paper issued by any Lender or Approved Lender or by the parent company of any Lender or Approved Lender, commercial paper with a short-term commercial paper rating of at least investment grade or the equivalent thereof, marketable short term money market and similar funds of at least investment grade or the equivalent thereof, (v) investment grade bonds and preferred stock of investment grade companies, including but not limited to municipal bonds, corporate bonds, treasury bonds, etc., (vi) readily marketable direct obligations issued by (x) any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof or (y) any foreign government or any political subdivision or public instrumentality, in each case of at least investment grade or the equivalent thereof, (vii) foreign Investments that are of similar type of, and that have a rating comparable to, any of the Investments referred to in the preceding clauses (i) through (vi) above, (viii) investments in money market funds substantially all the assets of which are comprised of securities of the types described in clauses (i) through (vii) above and (ix) other securities and financial instruments which offer a security comparable to those listed above.

“Cash Management Document” means any certificate, agreement or other document executed by any Credit Party in respect of the Cash Management Obligations of any Credit Party.

“Cash Management Obligation” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of such Person (i) in respect of cash management services (including treasury, depository, overdraft, credit or debit card, electronic funds transfer, merchant services and processing and other cash management arrangements) which have been designated in writing as Cash Management Obligations by the Parent Borrower to the Administrative Agent, which designation shall include a certification as to the maximum principal exposure amount that shall constitute Cash Management Obligations or (ii) under Bi-lateral LC/WC Agreements, in each case, provided by any Approved Counterparty (regardless of whether these or similar services or agreements were provided or entered into

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prior to the date hereof by any Approved Counterparty), including obligations for the payment of fees, interest, charges, expenses, attorneys’ fees and disbursements in connection therewith. For the avoidance of doubt, the Parent Borrower may rescind such designation under clause (i) above (or deliver a certificate certifying as to a modified amount of such maximum exposure amount that shall constitute Cash Management Obligations) by written notice to the Administrative Agent.

“CBR Loan” means a Loan that bears interest at a rate determined by reference to the Central Bank Rate.

“CBR Spread” means the Applicable Margin, applicable to such Loan that is replaced by a CBR Loan.

“CDOR” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bear interest at a rate determined by reference to the CDOR Rate.

“CDOR Rate” means, for the relevant Interest Period, the Canadian Dollar offered rate which, in turn means on any day the annual rate of interest determined with reference to the arithmetic average of the discount rate quotations of all institutions listed in respect of the relevant Interest Period for Canadian Dollar-denominated bankers’ acceptances displayed and identified as such by Refinitiv (the “CDOR Screen Rate”), as of approximately 10:15 a.m. Toronto local time on such day and, if such day is not a Business Day, then on the immediately preceding Business Day (as adjusted by the Administrative Agent after 10:15 a.m. Toronto local time to reflect any error in the posted rate of interest or in the posted average annual rate of interest); provided, that, (x) if the CDOR Rate shall be less than the Floor, such rate shall be deemed to be equal to the Floor for purposes of this Agreement and (y) if the CDOR Screen Rate is not available on any particular day, then the Canadian deposit offered rate for such date shall be the rate per annum equivalent to the annual discount rate as of approximately 10:15 a.m. Toronto local time on such day at which a Canadian chartered bank listed on Schedule 1 of the Bank Act (Canada) as selected by the Administrative Agent is then offering to purchase Canadian Dollar-denominated bankers’ acceptances accepted by it having such specified term (or a term as closely as possible comparable to such specified term).

“CDOR Screen Rate” has the meaning ascribed thereto in the definition of the “CDOR Rate”.

“Central Bank Rate” means, the greater of (I)(A) for any Loan denominated in (a) Pounds Sterling, the Bank of England (or any successor thereto)’s “Bank Rate” as published by the Bank of England (or any successor thereto) from time to time, (b) Euro, one of the following three rates as may be selected by the Administrative Agent in its reasonable discretion: (1) the fixed rate for the main refinancing operations of the European Central Bank (or any successor thereto), or, if that rate is not published, the minimum bid rate for the main refinancing operations of the European Central Bank (or any successor thereto), each as published by the European Central Bank (or any successor thereto) from time to time, (2) the rate for the marginal lending facility of the European Central Bank (or any successor thereto), as published by the European Central Bank (or any successor thereto) from time to time or (3) the rate for the deposit facility of the central banking system of the Participating Member States, as published by the European Central Bank (or any successor thereto) from time to time and (c) any other Alternative Currency determined after the Closing Date, a central bank rate as determined by the Administrative Agent in its reasonable discretion; plus (B) the applicable Central Bank Rate Adjustment and (II) the Floor.

“Central Bank Rate Adjustment” means, for any day, for any Loan denominated in (a) Euro, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of the Adjusted EURIBOR Rate for the five most recent Business Days preceding such day for which the EURIBOR Screen Rate was available (excluding, from such averaging, the highest and the lowest Adjusted

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EURIBOR Rate applicable during such period of five Business Days) minus (ii) the Central Bank Rate in respect of Euro in effect on the last Business Day in such period, (b) Pounds Sterling, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of Adjusted Daily Simple RFR for Pounds Sterling Borrowings for the five most recent RFR Business Days preceding such day for which Adjusted Daily Simple RFR for Pounds Sterling Borrowings was available (excluding, from such averaging, the highest and the lowest such Adjusted Daily Simple RFR applicable during such period of five RFR Business Days) minus (ii) the Central Bank Rate in respect of Pounds Sterling in effect on the last RFR Business Day in such period and (c) any other Alternative Currency determined after the Closing Date, a Central Bank Rate Adjustment as determined by the Administrative Agent in its reasonable discretion. For purposes of this definition, (x) the term Central Bank Rate shall be determined disregarding clause (B) of the definition of such term and (y) the EURIBOR Rate on any day shall be based on the EURIBOR Screen Rate on such day at approximately the time referred to in the definition of such term for deposits in the applicable Agreed Currency for a maturity of one month.

“Change of Control” means (i) any Person, including a “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended) which includes such Person, other than the Consenting Party Group, shall purchase or otherwise acquire, directly or indirectly, beneficial ownership of Voting Stock of the Parent Borrower and, as a result of such purchase or acquisition, any such Person (together with its Affiliates), shall directly or indirectly beneficially own in the aggregate Voting Stock representing more than 30% of the combined voting power of the Parent Borrower’s Voting Stock; (ii) the Parent Borrower shall cease to directly (or indirectly through one or more other Credit Parties each of which shall have satisfied the Collateral and Guarantee Requirement applicable to it) own 100% of the Voting Stock of each other Borrower or (iii) any event or circumstance which causes a “change of control” (as such term (or any reasonably synonymous term) is defined in the definitive documentation governing any Fixed Asset Facility (or under any documents governing any Indebtedness with aggregate principal amount in excess of $50,000,000 that has refinanced any Fixed Asset Facility)).

“Closing Date” means December 29, 2022.

“Closing Date Certificate” means a Closing Date Certificate substantially in the form of Exhibit G-1.

“CME Term SOFR Administrator” means CME Group Benchmark Administration Limited as administrator of the forward-looking term SOFR (or a successor administrator).

“Co-Documentation Agents” means Bank of America, N.A. and Deutsche Bank, in their respective capacities as co-documentation agents for the Revolving Credit Facility.

“Co-Syndication Agents” means JPMorgan Chase Bank, N.A. and PNC Bank, National Association, in their respective capacities as co-syndication agents for the Revolving Credit Facility.

“Collateral” means, collectively, all of the real, personal and mixed property (including Capital Stock) and interests therein and proceeds thereof, whether now owned or hereafter acquired, in or upon which a Lien is granted pursuant to any of the Collateral Documents as security for the Obligations (but shall in all events with respect to Credit Parties organized or incorporated outside the United States (or any state or territory thereof), other than the Canadian Credit Parties, be limited by and subject in all respects to the Agreed Security Principles and exclude all Foreign Excluded Assets).

“Collateral Agent” as defined in the preamble hereto and includes, for the avoidance of doubt, any designated branch or Affiliate of JPMorgan Chase Bank, N.A. designated by it to serve in such capacity for purposes of any particular Collateral Document (other than the French Collateral Documents or Italian Collateral Documents) or Collateral thereunder.

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“Collateral and Guarantee Requirements” means, at any time, collectively, the Domestic Collateral and Guarantee Requirement, the Canadian Collateral and Guarantee Requirement and the Agreed Security Principles.

“Collateral Documents” means the Security Agreement, the Canadian Collateral Documents, the European Collateral Documents, the Mortgages, the Deposit Account Control Agreements, the Securities Account Control Agreements, the Intellectual Property Security Agreements, the Landlord Personal Property Collateral Access Agreements, if any, and all other instruments and agreements delivered by any Credit Party pursuant to this Agreement or any of the other Credit Documents in order to grant to the Applicable Collateral Agent, for the benefit of the Secured Parties, a Lien on any real, personal or mixed property of such Credit Party as security for the Obligations.

“Collection Accounts” means, in the case of any European Borrower, any accounts that may be opened or maintained by a European Borrower with any bank or financial institution or any other person into which Accounts of a European Borrower are, or are to be, directly or indirectly paid or credited from time to time (and any replacement account or subdivision or subaccount of that account).

“Commitments” means, collectively, the Revolving Commitments and the FILO Commitments. For the avoidance of doubt, as of the Waiver Effective Date, (i) the Revolving Commitments shall be in an aggregate principal amount equal to $250,000,000 and (ii) the FILO Commitments shall be in an aggregate principal amount equal to $55,000,000. The aggregate amount of the Lenders’ Commitments on the Waiver Effective Date is $305,000,000.

“Commodity Account” has the meaning given to such term in the UCC.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S. C. § 1 et seq.), as amended from time to time, and any successor statute.

“Commodity Swap Agreement” means any commodity or fuel exchange contract, futures contract, option contract, synthetic cap or other similar agreement or arrangement, each of which is for the purpose of hedging the Parent Borrower’s and its Subsidiaries’ exposure to fluctuations in prices for commodities or fuel and not for speculative purposes.

“Company” means Diebold Nixdorf, Incorporated, an Ohio corporation.

“Compliance Certificate” means a Compliance Certificate substantially in the form of Exhibit C.

“Consenting Party Group” means a “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended) comprised of the Consenting Parties (as defined in the TSA); provided that no individual Consenting Party shall own, purchase or otherwise acquire, directly or indirectly, beneficial ownership of Voting Stock of the Parent Borrower resulting in such Consenting Party (together with its Affiliates), directly or indirectly beneficially owning in the aggregate Voting Stock representing more than 30% of the combined voting power of the Parent Borrower’s Voting Stock owned by the Consenting Party Group. For the avoidance of doubt, there shall be only one Consenting Party Group.

“Consolidated Capital Expenditures” means, for any period, the aggregate of all Capital Expenditures of the Parent Borrower and its Subsidiaries during such period, determined on a consolidated basis.

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“Consolidated Cash Interest Expense” means, for any period, Consolidated Interest Expense for such period, excluding any amount not payable in cash.

“Consolidated Fixed Charges” means, for any period, the sum, without duplication, of the amounts determined for the Parent Borrower and its Subsidiaries on a consolidated basis equal to (i) Consolidated Cash Interest Expense, (ii) cash prepayments (to the extent such cash prepayments are made, directly or indirectly, with proceeds of Credit Extensions under this Agreement) and regularly scheduled cash payments of principal on Total Debt (other than (i) payment of the Existing 2023 Term Loans and the Existing 2024 Notes at maturity thereof and (ii) payments made solely with the proceeds of Permitted Refinancing Indebtedness), (iii) all cash Restricted Payments made by the Parent Borrower or any Subsidiary (other than pursuant to Section 6.12(a), (c), (d), (e), (f), (h) or (k)) during such period, and (iv) cash contributions to any Pension Plan, Foreign Plan, Multiemployer Plan or Canadian Pension Plan, all calculated for the Parent Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP.

“Consolidated Interest Expense” means, with respect to any period, the aggregate of all interest expense reported by the Parent Borrower and its Subsidiaries in accordance with GAAP during such period, net of any cash interest income received by the Parent Borrower and its Subsidiaries during such period from Investments. As used in this definition, the term “interest” shall include, without limitation, all interest, fees and costs payable with respect to the obligations under this Agreement (other than fees and costs which may be capitalized as transaction costs in accordance with GAAP), any discount in respect of sales of accounts receivable and/or related contract rights and the interest portion of Finance Lease Obligations during such period, all as determined in accordance with GAAP.

“Consolidated Net Income” means as of any period, the consolidated net income (or loss) of Parent Borrower and its Subsidiaries for such period determined in conformity with GAAP.

“Contingent Obligations” means at any time, (i) any indemnification or other similar contingent obligations which are not then due and owing at the time of determination or (ii) any obligations in respect of a Hedge Agreement or Cash Management Document.

“Contractual Obligation” means, as applied to any Person, any provision of any Security issued by that Person or of any indenture, mortgage, deed of trust, deed of hypothec, debenture, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

“Contribution Notice” means a contribution notice issued by the Pensions Regulator under section 38 or section 47 of the Pensions Act 2004 (UK).

“Control Account” means a Securities Account or Commodity Account that is the subject of an effective Securities Account Control Agreement and that is maintained by any Credit Party with an Approved Securities Intermediary. “Control Account” includes all Financial Assets held in a Securities Account or a Commodity Account and all certificates and instruments, if any, representing or evidencing the Financial Assets contained therein.

“Controlling Person” means, for the purposes of Section 7.17(e), any person, directly or indirectly, controlling any Italian Guarantor.

“Conversion/Continuation Date” means the effective date of a continuation or conversion, as the case may be, as set forth in the applicable Conversion/Continuation Notice.

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“Conversion/Continuation Notice” means a Conversion/Continuation Notice substantially in the form of Exhibit A-2.

“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

“Covered Entity” means any of the following:

“Covered Party” has the meaning assigned to it in Section 10.27.

“Credit Date” means the date of a Credit Extension.

“Credit Document” means any of this Agreement (together with any Joinder Agreement), the Notes, if any, the Collateral Documents, the Intercreditor Agreement and each Borrowing Base Certificate (including any amendments, restatements, supplements, joinders or other modifications thereto).

“Credit Extension” means the making of a Loan or the issuing of a Letter of Credit.

“Credit Facility” means the Revolving Credit Facility or the FILO Facility, as applicable.

“Credit Party” means each Borrower and each Guarantor.

“Currency Agreement” means any foreign exchange contract, currency swap agreement, futures contract, option contract, synthetic cap or other similar agreement or arrangement, each of which is for the purpose of hedging the foreign currency risk associated with the Parent Borrower’s and its Subsidiaries’ operations and not for speculative purposes.

“Currency Due” as defined in Section 10.3(c).

“DAC6” means the Council Directive of 25 May 2018 (2018/822/EU) amending Directive 2011/16/EU.

“Daily Simple RFR” means, for any day (an “RFR Interest Day”), an interest rate per annum equal to, for any RFR Loan denominated in (i) Pounds Sterling, SONIA for the day that is 5 RFR Business Days prior to (A) if such RFR Interest Day is an RFR Business Day, such RFR Interest Day or (B) if such RFR Interest Day is not an RFR Business Day, the RFR Business Day immediately preceding such RFR Interest Day and (ii) Dollars, Daily Simple SOFR.

“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day (such day “SOFR Determination Date”) that is five (5) RFR Business Days prior to (i) if such SOFR Rate Day is an RFR Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not an

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RFR Business Day, the RFR Business Day immediately preceding such SOFR Rate Day (provided, that for any request for a Swing Line Loan denominated in Dollars, Daily Simple SOFR shall be based on the published rate for Daily Simple SOFR as of the Business Day of such request), in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrowers.

“Debtor Relief Laws” means, collectively, the Bankruptcy Code, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada), the Canada Business Corporations Act (or any other Canadian corporate statute where such statute is used by a Person to propose an arrangement involving a compromise of claims of any class of its creditors), the United Kingdom’s Insolvency Act 1986, the United Kingdom’s Companies Act 2006, the Insolvency Regulation and the Retained Insolvency Regulation, the German Insolvency Code (Insolvenzordnung), the German restructuring act (StaRUG) in the case of an Italian Account Debtor, the Italian Bankruptcy Law or Italian Crisis and Insolvency Code, in the case of an Account Debtor with its centre of main interests or an establishment (each as defined in the Insolvency Regulation) in the Netherlands, the Dutch Bankruptcy Act (Faillissementswet) and in the case of a Belgian Account Debtor, Book XX (Insolventie van de ondernemingen/Insolvabilité des entreprises) of the Belgian Economic Law Code (Wetboek Economisch Recht/Code de droit éeconomique), in the case of a Spanish Credit Party, the Spanish Insolvency Law, in the case of a French Credit Party, the French Insolvency Law, in the case of a Swedish Account Debtor, the Swedish Company Reorganisation Act (Sw. lag (2022:964) om företagsrekonstruktion), inthe Swedish bankruptcy act (Sw. Konkurslag (1987:672)) om företagsrekonstruktion), the Polish Insolvency Law dated 28 February 2003 (Prawo upadłościowe) and the Polish Restructuring Law dated 15 May 2015 (Prawo restrukturyzacyjne), in the case of a Swiss Borrower, the Swiss Insolvency Law and the provisions related to insolvency contained in the Swiss Code of Obligations, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, arrangement, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States, Canada or other applicable jurisdictions from time to time in effect (including any applicable corporations legislation to the extent the relief sought under such corporations legislation relates to or involves the compromise, settlement, adjustment or arrangement of debt).

“Default” means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.

“Defaulting Lender” means any Lender whose acts or failure to act, whether directly or indirectly, cause it to meet any part of the definition of “Lender Default.”

“Deposit Account” has the meaning given such term in the UCC and includes any Collection Accounts.

“Deposit Account Bank” means a financial institution at which the Credit Parties maintain a Deposit Account.

“Deposit Account Control Agreement” has the meaning specified in the Security Agreement and also includes any tri-party control agreement or other documentation entered into between an Agent (or multiple Agents, as applicable), the relevant Credit Party and the relevant account bank, necessary or desirable to perfect the Lien of the Applicable Collateral Agent over bank accounts and to effect control over the bank accounts of the relevant Credit Party (whether Deposit Accounts, Collection Accounts or otherwise) pursuant to any relevant Collateral Document.

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“Designated Lender” means Bank of America, N.A.; provided if Bank of America, N.A. ceases to be a Lender, there shall be no Designated Lender.

“Dilution Factors” means, without duplication, with respect to any period, the aggregate amount of all deductions, credit memos, returns, adjustments, allowances, bad debt write offs and other non-cash credits which are recorded to reduce accounts receivable in a manner consistent with current and historical accounting practices of the Credit Parties as determined by the Administrative Agent in its Permitted Discretion.

“Dilution Ratio” means at any date, the amount (expressed as a percentage) equal to (a) the aggregate amount of the applicable Dilution Factors for the twelve (12) most recently ended fiscal months (or such shorter period as determined by the Administrative Agent in its Permitted Discretion) divided by (b) total gross sales for the twelve (12) most recently ended fiscal months (or the applicable shorter period determined by the Administrative Agent in its Permitted Discretion).

“Dilution Reserve” means at any date, (a) the percentage amount by which the applicable Dilution Ratio exceeds 2.5% multiplied by (b) the Eligible Receivables.

“Disposition” means with respect to any property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof. The terms “Dispose” and “Disposed of” shall have correlative meanings.

“Disqualified Equity Interests” means any Equity Interest that by its terms (or by the terms of any security or other Equity Interest into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition, (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, (b) is redeemable at the option of the holder thereof, in whole or in part, (c) provides for scheduled payments of dividends in cash or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interest that would constitute Disqualified Equity Interests (excluding Equity Interests which are convertible or exchangeable solely at the option of such Person (it being understood that upon such conversion or exchange it shall be an incurrence of such Indebtedness or Disqualified Equity Interests), in each case, on or prior to the 91st day following the Revolving Commitment Termination Date; provided that (i) any Equity Interests that would constitute Disqualified Equity Interests solely because the holders thereof have the right to require the Parent Borrower to repurchase such Disqualified Equity Interests upon the occurrence of a change of control or asset sale shall not constitute Disqualified Equity Interests if the terms of such Equity Interests (and all securities into which they are convertible or for which they are exchangeable) provide that the Parent Borrower is not required to repurchase or redeem any such Equity Interests (and all securities into which they are convertible or for which they are exchangeable) pursuant to such provision unless the Obligations (other than contingent indemnification claims) are fully satisfied prior thereto or simultaneously therewith and (ii) only the portion of the Equity Interests meeting one of the foregoing clauses (a) through (d) prior to the date that is ninety-one (91) days after the Revolving Commitment Termination Date will be deemed to be Disqualified Equity Interests. Notwithstanding the preceding sentence, (A) if such Equity Interest is issued pursuant to any plan for the benefit of directors, officers, employees, members of management, managers or consultants or by any such plan to such directors, officers, employees, members of management, managers or consultants, in each case in the ordinary course of business of the Parent Borrower or any Subsidiary, such Equity Interest shall not constitute Disqualified Equity Interests solely because it may be required to be repurchased by the issuer thereof in order to satisfy applicable statutory or regulatory obligations, and (B) no Equity Interest held by any future, present or former employee, director, officer, manager, member of management or consultant (or their respective Affiliates or immediate family members) of the Parent Borrower (or any Subsidiary) shall be considered Disqualified Equity Interests because such stock is redeemable or subject to repurchase pursuant to any management equity subscription agreement, stock option, stock appreciation right or other stock award agreement, stock ownership plan, put agreement, stockholder agreement or similar agreement that may be in effect from time to time.

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“Disqualified Lender” means (a) banks, financial institutions and other institutional lenders separately identified in writing by the Parent Borrower to the Administrative Agent prior to the Closing Date, (b) any competitors of the Parent Borrower or its respective Subsidiaries that were separately identified in writing by the Parent Borrower to the Administrative Agent from time to time on three (3) Business Days’ prior written notice, and (c) in the case of each of the entities covered by clauses (a) and (b), any of their Affiliates (other than bona fide debt funds) that are either (i) identified in writing by the Parent Borrower to the Administrative Agent from time to time or (ii) clearly identifiable solely on the basis of the similarity of such Affiliate’s name to an entity set forth on the Disqualified Lender list pursuant to clauses (a) and (b). In no event shall the Administrative Agent be obligated to ascertain, monitor or inquire as to whether any prospective assignee is a Disqualified Lender or have any liability with respect to any assignment made to a Disqualified Lender. There shall be no retroactive disqualification of an entity that has (i) acquired an assignment or participation interest, (ii) entered into a trade for either of the foregoing or (iii) become a competitor of the Parent Borrower or its respective Subsidiaries, in each case, before such entity is added to the Disqualified Lender list. The identity of Disqualified Lenders may be communicated by the Administrative Agent to a Lender or its proposed assignee upon request, but will not be otherwise posted or distributed to any Person. Any updates to the Disqualified Lender list shall not become effective until three (3) Business Days after receipt of such update by the Administrative Agent or the end of such lesser time period, if any, as is acceptable to the Administrative Agent.

“DND” shall have the meaning given to such term in the preamble hereto.

“DNS” shall have the meaning given to such term in the preamble hereto.

“Dollar Equivalent” means, for any amount, at the time of determination thereof, (a) if such amount is expressed in Dollars, such amount, (b) if such amount is expressed in an Alternative Currency, the equivalent of such amount in Dollars determined by using the rate of exchange for the purchase of Dollars with the Alternative Currency last provided (either by publication or otherwise provided to the Administrative Agent) by Reuters on the Business Day (New York City time) immediately preceding the date of determination or if such service ceases to be available or ceases to provide a rate of exchange for the purchase of Dollars with the Alternative Currency, as provided by such other publicly available information service which provides that rate of exchange at such time in place of Reuters chosen by the Administrative Agent in its sole discretion in consultation with the Parent Borrower (or if such service ceases to be available or ceases to provide such rate of exchange, the equivalent of such amount in Dollars as determined by the Administrative Agent using any method of determination it deems appropriate in its sole discretion in consultation with the Parent Borrower) and (c) if such amount is denominated in any other currency, the equivalent of such amount in Dollars as determined by the Administrative Agent using any method of determination it deems appropriate in its sole discretion.

“Dollars” and the sign “$” mean the lawful money of the United States of America.

“Domestic Collateral and Guarantee Requirement” means, at any time and solely with respect to each US Credit Party or US Subsidiary of the Parent Borrower not constituting an Excluded Subsidiary, the requirement that:

(a) the Administrative Agent and the Collateral Agent shall have received from (i) each US Credit Party or US Subsidiary of the Parent Borrower not constituting an Excluded Subsidiary either (x) a counterpart of this Agreement duly executed and delivered on behalf of such Person in its capacity as a Guarantor or (y) in the case of any Person that becomes or is required to become a US Credit Party after

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the Closing Date (including by ceasing to be an Excluded Subsidiary), a supplement to this Agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed and delivered on behalf of such Person in its capacity as a Guarantor, (ii) each US Credit Party or US Subsidiary of the Parent Borrower not constituting an Excluded Subsidiary either (x) a counterpart of the Security Agreement duly executed and delivered on behalf of such Person or (y) in the case of any Person that becomes or is required to become a US Credit Party after the Closing Date (including by ceasing to be an Excluded Subsidiary), a supplement to the Security Agreement, in the form specified therein, duly executed and delivered on behalf of such Person and (iii) each US Credit Party or US Subsidiary of the Parent Borrower not constituting an Excluded Subsidiary either (x) a counterpart of the Intercreditor Agreement then in effect duly executed and delivered on behalf of such Person or (y) in the case of any Person that becomes or is required to become a US Credit Party after the Closing Date (including by ceasing to be an Excluded Subsidiary), a supplement to the Intercreditor Agreement then in effect, in the form specified therein, duly executed and delivered on behalf of such Person in each case under this clause (a) together with, in the case of any such Credit Documents executed and delivered after the Closing Date, documents and, to the extent reasonably requested by the Administrative Agent or the Collateral Agent, opinions, documents and certificates of the type referred to in Section 4.1;

(b) all outstanding Equity Interests of the Parent Borrower and the Subsidiaries (other than any Equity Interests constituting Excluded Assets) owned by or on behalf of any US Credit Party shall have been pledged pursuant to the Security Agreement and the Collateral Agent shall have received certificates or other instruments representing all such Equity Interests (if any), together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank;

(c) if any Indebtedness for borrowed money of the Parent Borrower or any Subsidiary in a principal amount of $2,000,000 or more is owing by such obligor to any US Credit Party and if such Indebtedness shall be evidenced by a promissory note, such promissory note shall have been pledged pursuant to the Security Agreement and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank;

(d) all certificates, agreements, documents and instruments, including Uniform Commercial Code financing statements, Deposit Account Control Agreements, Securities Account Control Agreements and Intellectual Property Security Agreements, required by the Collateral Documents or requirements of Law and reasonably requested by the Administrative Agent, to be filed, delivered, registered or recorded to create the Liens intended to be created by the Collateral Documents and perfect such Liens to the extent required by, and with the priority required by, the Collateral Documents and the other provisions of the term “Domestic Collateral and Guarantee Requirement,” shall have been filed, registered or recorded or delivered to the Administrative Agent in proper form for filing, registration or recording;

(e) the Collateral Agent shall have received as soon as possible and in any event within 90 days after the Closing Date (or such later date as the Administrative Agent shall reasonably agree) (i) counterparts of a Mortgage with respect to each Mortgaged Property duly executed and delivered by the record owner of such Mortgaged Property, (ii) a policy or policies of title insurance (or marked unconditional commitment to issue such policy or policies) in the amount equal to not less than 100% (or such lesser amount as reasonably agreed to by the Collateral Agent, acting at the direction of the Administrative Agent) of the fair market value of such Mortgaged Property and fixtures, as reasonably determined by the Parent Borrower and agreed to by the Collateral Agent, acting at the direction of the Administrative Agent, issued by a nationally recognized title insurance company reasonably acceptable to the Collateral Agent, acting at the direction of the Administrative Agent, insuring the Lien of each such Mortgage as a first priority Lien on the Mortgaged Property described therein, free of any other Liens except as expressly permitted by Section 6.5, together with such endorsements (other than a creditor’s rights endorsement), coinsurance and reinsurance as the Collateral Agent, acting at the direction of the

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Administrative Agent, may reasonably request to the extent available in the applicable jurisdiction at commercially reasonable rates, (iii) such affidavits, instruments of indemnification (including a so-called “gap” indemnification) as are customarily requested by the title company to induce the title company to issue the title policies and endorsements contemplated above, (iv) evidence reasonably acceptable to the Collateral Agent, acting at the direction of the Administrative Agent, of payment by the Parent Borrower or any other Subsidiary of all title policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the title policies referred to above, (v) a survey of each Mortgaged Property in such form as shall be required by the title company to issue the so-called comprehensive and other survey-related endorsements and to remove the standard survey exceptions from the title policies and endorsements contemplated above (provided, however, that a survey shall not be required to the extent that the issuer of the applicable title insurance policy provides reasonable and customary survey-related coverages (including, without limitation, survey-related endorsements) in the applicable title insurance policy based on an existing survey and/or such other documentation as may be reasonably satisfactory to the title insurer), (vi) completed “Life-of-Loan” Federal Emergency Management Agency (“FEMA”) Standard Flood Hazard Determination with respect to each Mortgaged Property subject to the applicable FEMA rules and regulations (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Credit Party relating thereto), (vii) if any Mortgaged Property is located in an area determined by FEMA to have special flood hazards, evidence of such flood insurance as may be required under applicable law, including Regulation H of the Board of Governors and the other Flood Insurance Regulations and as required under Section 5.9, and (viii) such legal opinions as the Administrative Agent or the Collateral Agent may reasonably request with respect to any such Mortgage or Mortgaged Property; and