S-4/A

As filed with the Securities and Exchange Commission on October 14, 2016

Registration No. 333-213780

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Diebold, Incorporated

Subsidiary Guarantors Listed on Schedule A Hereto

(Exact name of registrant as specified in its charter)

Ohio	3578	34-0183970
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

Diebold, Incorporated

5995 Mayfair Road, P.O. Box 3077

North Canton, Ohio 44720-8077

Tel No.: (330) 490-4000

Fax: (330) 490-4450

(Address, including zip code, and telephone number, including area code, of the registrants’ principal executive offices)

Jonathan B. Leiken, Esq.

Diebold, Incorporated

5995 Mayfair Road, P.O. Box 3077

North Canton, Ohio 44720-8077

Tel No.: (330) 490-4000

Fax: (330) 490-4450

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Michael J. Solecki

Jones Day

901 Lakeside Avenue

Cleveland, Ohio 44114

Tel No.: (216) 586-3939

Fax: (216) 579-0212

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ¨

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

SCHEDULE A

DIEBOLD GLOBAL FINANCE CORPORATION (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation or organization) 3578 (Primary Standard Industrial Classification Code Number) 34-1402596 (I.R.S. Employer Identification Number) 5995 Mayfair Road, North Canton, Ohio 44720 (330) 490-4000 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

DIEBOLD HOLDING COMPANY, INC. (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation or organization) 3578 (Primary Standard Industrial Classification Code Number) 34-1653478 (I.R.S. Employer Identification Number) 5995 Mayfair Road, North Canton, Ohio 44720 (330) 490-4000 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

DIEBOLD SELF-SERVICE SYSTEMS (Exact name of registrant as specified in its charter) NEW YORK (State or other jurisdiction of incorporation or organization) 3578 (Primary Standard Industrial Classification Code Number) 34-1658298 (I.R.S. Employer Identification Number) 5995 Mayfair Road, North Canton, Ohio 44720 (330) 490-4000 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

DIEBOLD SST HOLDING COMPANY, INC. (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation or organization) 3578 (Primary Standard Industrial Classification Code Number) 34-1853595 (I.R.S. Employer Identification Number) 5995 Mayfair Road, North Canton, Ohio 44720 (330) 490-4000 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

The information in this prospectus is not complete and may be changed. We may not sell securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

Subject to completion, dated October 14, 2016.

PROSPECTUS

Diebold, Incorporated

OFFER TO EXCHANGE

Up to $400,000,000 aggregate principal amount of its 8.5% Senior Notes due

2024 registered under the Securities Act of 1933 for

any and all outstanding 8.5% Senior Notes due 2024

that were issued on April 19, 2016

• We are offering to exchange new registered 8.5% Senior Notes due 2024, which we refer to herein as the “exchange notes,” for all of our outstanding 8.5% Senior Notes due 2024 that were issued on April 19, 2016, which we refer to herein as the “original notes.” We refer herein to this offer to exchange as the “Exchange Offer.” We refer herein to the exchange notes and the original notes, collectively, as the “notes.”

• The Exchange Offer expires at 5:00 p.m., New York City time, on             , unless extended.

• The Exchange Offer is subject to customary conditions that we may waive.

• All outstanding original notes that are validly tendered and not validly withdrawn prior to the expiration of the Exchange Offer will be exchanged for the exchange notes.

• Tenders of outstanding notes may be withdrawn at any time before 5:00 p.m., New York City time, on the expiration date of the Exchange Offer.

• We believe that the exchange of original notes for exchange notes should not be a taxable exchange for U.S. federal income tax purposes.

• We will not receive any proceeds from the Exchange Offer.

• The terms of the exchange notes to be issued are substantially identical to the terms of the original notes, except that the exchange notes will not have transfer restrictions and you will not have registration rights.

• If you fail to tender your original notes, you will continue to hold unregistered securities and it may be difficult for you to transfer them.

• There is no established trading market for the exchange notes, and we do not intend to apply for listing of the exchange notes on any securities exchange or market quotation system.

See “Risk Factors” beginning on page 24 for a discussion of matters you should consider before you participate in the Exchange Offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                     , 2016.

TABLE OF CONTENTS

	Page
NOTICE TO INVESTORS		i
NON-GAAP FINANCIAL MEASURES		ii
PROSPECTUS SUMMARY		1
RISK FACTORS		24
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		55
THE TRANSACTIONS		57
USE OF PROCEEDS		62
RATIO OF EARNINGS TO FIXED CHARGES		63
THE EXCHANGE OFFER		64
DESCRIPTION OF OTHER INDEBTEDNESS		73
DESCRIPTION OF THE EXCHANGE NOTES		75
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS		139
PLAN OF DISTRIBUTION		144
LEGAL MATTERS		145
EXPERTS		145
WHERE YOU CAN FIND MORE INFORMATION		145
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		145

This prospectus incorporates important business and financial information about us that is not included or delivered with this prospectus. We will provide this information to you at no charge upon written or oral request directed to Corporate Secretary, Diebold, Incorporated, 5995 Mayfair Road, P.O. Box 3077, North Canton, Ohio 44720-8077 (telephone number (330) 490-4000). In order to ensure timely delivery of this information, any request should be made by             , five business days prior to the expiration date of the Exchange Offer.

No dealer, salesperson or other individual has been authorized to give any information or to make any representations not contained in this prospectus in connection with the Exchange Offer. If given or made, such information or representations must not be relied upon as having been authorized by us. Neither the delivery of this prospectus nor any sale made hereunder shall, under any circumstances, create any implications that there has not been any change in the facts set forth in this prosecutes or in our affairs since the date hereof.

Each broker-dealer that receives exchange notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal accompanying this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933, as amended. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of the exchange notes received in exchange for original notes where such original notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration of the Exchange Offer, we will make this prospectus available to any broker-dealer for use in connection with any such resales. See “Plan of Distribution.”

NOTICE TO INVESTORS

This prospectus contains summaries of the terms of certain agreements that we believe to be accurate in all material respects. However, we refer you to the actual agreements for complete information relating to those agreements. All summaries of such agreements contained in this prospectus or incorporated by reference into this prospectus are qualified in their entirety by this reference. To the extent that any such agreement is attached as an exhibit to this registration statement, we will make a copy of such agreement available to you upon request.

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The exchange notes will be available in book-entry form only. The exchange notes will be issued in the form of one or more global certificates, which will be deposited with, or on behalf of, The Depository Trust Company, or DTC, and registered in its name or in the name of Cede & Co., its nominee. Beneficial interests in the global certificates will be shown on, and transfer of the global certificates will be effected only through, records maintained by DTC and its participants. After the initial issuance of the global certificates, notes in certificated form will be issued in exchange for global certificates only in the limited circumstances set forth in the indenture, dated as of April 19, 2016, or the Indenture, governing the notes.

NON-GAAP FINANCIAL MEASURES

We refer to the terms EBITDA and Adjusted EBITDA (as defined in “Prospectus Summary—Summary historical consolidated and unaudited pro forma condensed combined financial information”) in various places in this prospectus. These are supplemental financial measures that are not prepared in accordance with accounting principles generally accepted in the United States, or GAAP. Any analysis of non-GAAP financial measures should be used only in conjunction with results presented in accordance with GAAP.

Our measurements of EBITDA and Adjusted EBITDA may not be comparable to those of other companies. Please see “Prospectus Summary—Summary historical consolidated and unaudited pro forma condensed combined financial information” for a discussion of our use of EBITDA and Adjusted EBITDA in this prospectus, including the reasons that we believe this information is useful to management and to investors and a reconciliation of EBITDA and Adjusted EBITDA to the most closely comparable financial measure calculated in accordance with GAAP.

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PROSPECTUS SUMMARY

This summary highlights certain information contained in this prospectus. Because this is only a summary, it does not contain all of the information that may be important to you. For a more complete understanding of this Exchange Offer, we encourage you to read this entire prospectus, including the information set forth under “Risk Factors”, the consolidated financial statements and related notes incorporated by referenced into this prospectus and other documents incorporated by reference into this prospectus.

Unless the context otherwise requires or as otherwise indicated, references in this prospectus to “we,” “our,” “us”, the “combined company” and the “Company” refer to Diebold, Incorporated and its consolidated subsidiaries after the consummation of the Acquisition (as defined herein);“Diebold” refers to Diebold, Incorporated and its consolidated subsidiaries before the consummation of the acquisition of Wincor Nixdorf; and references to “Wincor Nixdorf” refer to Wincor Nixdorf AG and its consolidated subsidiaries for all periods before and following the consummation of the Acquisition. Financial and other information identified in this prospectus as “pro forma” gives effect to the consummation of the Transactions (as defined herein).

Acquisition overview

On November 23, 2015, Diebold, a global leader in providing self-service delivery, value-added services and software primarily to the financial services industry, and Wincor Nixdorf, a leading provider of information technology, or IT, solutions and services to the financial services and retail industries, announced that the companies had entered into the Business Combination Agreement (as defined herein). Pursuant to the Business Combination Agreement, on February 5, 2016, Diebold made a voluntary public takeover offer to all shareholders of Wincor Nixdorf, which we refer to herein as the takeover offer. Under the terms of the takeover offer, Diebold offered Wincor Nixdorf shareholders €38.98 in cash plus 0.434 Diebold common shares per Wincor Nixdorf ordinary share, which is herein referred to as the takeover offer consideration. The acquisition of Wincor Nixdorf ordinary shares pursuant to the takeover offer is herein referred to as the Acquisition. The Acquisition, along with the other transactions described under “The Transactions,” are herein referred to collectively as the Transactions.

On August 15, 2016, Diebold completed the takeover offer and delivered the takeover offer consideration to Wincor Nixdorf shareholders who validly tendered, and did not withdraw, their Wincor Nixdorf ordinary shares in the takeover offer. In connection with the closing of the takeover offer, Diebold issued 9,928,514 of new Diebold common shares, or the New Shares, on August 15, 2016. At the closing, Diebold acquired, through Diebold Holding Germany Inc. & Co. KGaA, a German partnership limited by shares (Kommanditgesellschaft auf Aktien) and a wholly owned subsidiary of Diebold, 22,876,760 Wincor Nixdorf ordinary shares, representing 69.15 percent of the total number of issued Wincor Nixdorf ordinary shares inclusive of treasury shares (76.7 percent of all Wincor Nixdorf ordinary shares outstanding) in exchange for an aggregate takeover offer consideration of approximately €891.7 million in cash and the New Shares (representing €49.94, or $55.74, per Wincor Nixdorf ordinary share, based on the closing price of Diebold common shares as of August 12, 2016 of $28.17), valuing Wincor Nixdorf at approximately €1.6 billion, or $1.8 billion based on an exchange rate of $1.1161 per euro.

The New Shares commenced trading on the New York Stock Exchange and all Diebold common shares commenced trading on the Frankfurt Stock Exchange.

See “The Transactions.”

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Acquisition rationale

We believe that the combination of Diebold and Wincor Nixdorf brings together leading innovators in value-added services, branch automation and omnichannel experiences to create a global market leader in financial self-service, or FSS, solutions for financial and retail markets. The combined company will focus on the entire value chain—“consult, design, build and operate”—to help financial institutions and retailers in their endeavor to provide automated and omnichannel experiences for their clients, building upon the two companies’ shared vision that services and software drive the consumer experience and enable customers to differentiate themselves in evolving industries. The collective capabilities and existing global presence of Diebold and Wincor Nixdorf will allow us to offer a broader range of services and solutions to our customers and will enable the combined company to pursue a larger total addressable market, which we currently estimate to be approximately $60 billion globally. We expect to benefit from growing demand for software and services, supported by innovative hardware and an installed base of nearly one million automated teller machines, or ATMs, worldwide. In addition, we expect that the combined company will be better positioned to support Wincor Nixdorf’s retail offering in North America through Diebold’s field service organization.

The two companies share a complementary geographic reach across the Americas, Europe, the Middle East and Africa, or EMEA, and within Asia Pacific, have strong and established brands and offer sophisticated engineering solutions. Diebold is a market leader in the Americas, whereas Wincor Nixdorf is a market leader in Europe. These two regions are key drivers for innovation and digital transformation—both in banking and retail.

Following the end of the third full year after the completion of the Acquisition, the combined company plans to deliver approximately $160 million of annual cost synergies. We believe that synergies will be achieved through increased scale, a streamlined portfolio of products and solutions, higher utilization of the service organization, workforce rationalization in overlapping regions and shared back office resources. We also expect that, after completion of the business combination and integration, we will generate strong free cash flow, which would be used to make investments in innovative software and solutions and reduce debt.

Pro forma company overview

After giving pro forma effect to the Transactions, the combined company generated pro forma net sales of $5,200.7 million, pro forma net loss of $103.0 million and pro forma Adjusted EBITDA of $434.8 million during the year ended December 31, 2015, and pro forma net sales of $2,505.8 million, pro forma net income of $159.2 million and pro forma Adjusted EBITDA of $264.2 million during the six months ended June 30, 2016. See “—Summary historical consolidated and unaudited pro forma condensed combined financial information.”

Our common shares are publicly listed on the New York Stock Exchange and the Frankfurt Stock Exchange. We have registered offices in North Canton, Ohio and operate from headquarters in North Canton, Ohio and Paderborn, Germany.

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The table below provides an overview of Diebold’s and Wincor Nixdorf’s historical revenues by product and geographic regions, as well as the combined company’s revenues by product and geographic regions. In the case of Diebold, such information is based in its revenue for the year ended December 31, 2015; in the case of Wincor Nixdorf, such information is based on its revenue for the fiscal year ended September 30, 2015.

Diebold	Wincor Nixdorf	The combined company(3)
Product mix(1)

Diebold	Wincor Nixdorf	The combined company(3)
Geographic mix(1)(2)

(1) Wincor Nixdorf’s revenue by product and geographic region has been translated to U.S. dollars using the average exchange rate of €1.00 = $1.1487 for the period from October 1, 2014 to September 30, 2015.

(2) The presentation of Wincor Nixdorf’s revenue by geographic region has been adjusted for purposes of this presentation to align more closely with Diebold’s presentation of revenue by geographic region. Wincor Nixdorf’s revenue for the fiscal year ended September 30, 2015 from Africa of approximately €59 million is currently reported in Asia Pacific and has been realigned to EMEA to be consistent with Diebold’s reporting of Africa revenue.

(3) The combined company’s revenue by product and geographic regions has been derived by taking Diebold’s revenue by product and geographic regions, respectively, for the year ended December 31, 2015 and adding Wincor Nixdorf’s revenue by product and geographic regions, respectively, for the fiscal year ended September 30, 2015.

Transaction highlights

Creates a global leader in connected commerce with a balanced geographic footprint

Diebold and Wincor Nixdorf have been market leaders in the Americas and Europe, respectively. Following the Acquisition, we will be a connected commerce leader with a balanced geographic footprint across these regions and an installed base of approximately one million ATMs and one million ePOS. Our leadership in the Americas and across Europe is meaningful because customers in these two regions are at the forefront of branch and store transformation.

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Large global installed base of ATMs and ePOS provides substantial services and software opportunity

Diebold Nixdorf has an installed base of nearly one million ATMs and one million ePOS. We intend to leverage our customer relationships and the scale of our offerings to increase the mix of revenue from higher value services and software. Prior to the acquisition, Diebold and Wincor Nixdorf had service arrangements with respect to approximately 85% and 60% of their installed base, respectively. Because third-party service partners are relied upon in certain regions, the company has an opportunity to upsell our break/fix services, value-added services and managed services to these customers. In addition, we will be able to offer our sophisticated omnichannel software solutions and our Phoenix, multi-vendor software solutions to a much broader customer set. We are targeting approximately 65% of our revenue from software and services in the medium term.

Complementary product and service offerings enable the combined company to compete in a larger total addressable market

We will aim to leverage existing products and services to create a strong platform with omnichannel capabilities and integrated solutions for banking and retail customers. The combination strengthens our solution set. Integrating Wincor Nixdorf technology and services will enhance Diebold’s deposit automation, cash recycler and teller automation technologies, as well as Diebold’s professional services for software management. In turn, Wincor Nixdorf will be able to leverage Diebold’s “managed” and “maintenance” service platforms to create a more complete services offering for us. After successfully integrating the product and service strengths of both businesses, the combined company will be in the position to provide better products and services to what we believe is an approximately $60 billion current global addressable market.

Well-positioned to benefit from dynamic industry conditions

Through our combination with Wincor Nixdorf, we believe we are well-positioned to benefit from growth in the higher margin services and software segments—particularly in the areas of managed services, branch and store automation, mobile and omnichannel solutions. Both retail and financial customers are focused on increasing automation and using technology to reduce operating costs and enhance compliance. Financial service and retail customers are adjusting to changes which include: evolving customer demands for always on and mobile solutions, an increasing number of competitors, increasing security and compliance reporting, and the rising importance of cash management. Some of the tools our customers need for success include open systems, flexible architectures and innovative client software, knowledgeable service technicians, and standard user-interfaces. We expect that the combined company will be better able to compete in the FSS market by leveraging the relationships and knowledge gained from its industry leading installed base.

Meaningful expected cost synergies through execution of the integration plan

By leveraging innovative solutions and talent from both companies, we believe that the combined company will have the scale, strength and flexibility to better support customers as they respond to dynamic market conditions. We anticipate that the Acquisition will result in significant cost synergies and efficiencies. The business combination is expected to yield approximately $160 million run-rate annual cost synergies by the end of the third full year following the close. Product consolidation efficiencies, which the company expects to achieve through greater scale in direct material procurement, consolidated research and development costs and greater overhead savings as a result of consolidation of manufacturing processes, are currently expected to account for approximately 40% of such annual cost synergies. Service rationalization is currently expected to account for approximately 30% of such annual cost synergies, while shared back office resources are currently expected to account for approximately 30% of such annual cost synergies. Of the $160 million of expected annual cost synergies, approximately $90 million are currently expected to result from a reduction in cost of goods sold and approximately $70 million are currently expected to relate to a decrease in operating expenses.

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Experienced leadership team comprised of top Diebold and Wincor Nixdorf personnel

Our new company is comprised of industry leaders that cultivate operational excellence and possess strong execution capabilities. We will benefit from a senior management team and Board of Directors comprised of both Diebold and Wincor Nixdorf executives. The combined company’s eight person Management Executive Committee is equally represented by business leaders from both Diebold and Wincor Nixdorf, including the current chief executive officers and chief financial officers from both Diebold and Wincor Nixdorf.

In addition, along with Diebold’s existing Board members, two new directors from Wincor Nixdorf have joined the Board of Diebold, with a third expected to join in the future. Finally, to facilitate integration, key leadership personnel from both companies will continue to work at the combined company to provide continuity, expertise and experience with the Diebold and Wincor Nixdorf individual businesses, customers, geographic locations and culture.

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Summary of the Exchange Offer

On April 19, 2016, we issued the original notes in a transaction exempt from registration under the Securities Act of 1933, as amended, or the Securities Act. In connection with the offering of the original notes, we entered into a registration rights agreement, dated as of April 19, 2016, with the initial purchasers of the original notes, or the registration rights agreement. In the registration rights agreement, we agreed to offer the exchange notes, which will be registered under the Securities Act, in exchange for the original notes. The Exchange Offer is intended to satisfy our obligations under the registration rights agreement. We also agreed to deliver this prospectus to the holders of the original notes. You should read the discussions under the headings “Prospectus Summary—Summary of the Terms of the Exchange Notes” and “Description of the Exchange Notes” for information regarding the exchange notes.

The Exchange Offer This is an offer to exchange $1,000 in principal amount of the exchange notes for each $1,000 in principal amount of original notes. The exchange notes are substantially identical to the original notes, except that the exchange notes generally will be freely transferable. Based upon interpretations by the staff of the Securities and Exchange Commission, or SEC, set forth in no actions letters issued to unrelated third parties, we believe that you can transfer the exchange notes without complying with the registration and prospectus delivery provisions of the Securities Act if you:

• acquire the exchange notes in the ordinary course of your business;

• are not and do not intend to become engaged in a distribution of the exchange notes;

• are not an “affiliate” (within the meaning of the Securities Act) of ours;

• are not a broker-dealer (within the meaning of the Securities Act) that acquired the original notes from us or our affiliates; and

• are not a broker-dealer (within the meaning of the Securities Act) that acquired the original notes in a transaction as part of its market-making or other trading activities.

If any of these conditions are not satisfied and you transfer any exchange note without delivering a proper prospectus or without qualifying for a registration exemption, you may incur liability under the Securities Act. See “The Exchange Offer—Purpose of the Exchange Offer.”

Registration Rights Agreement Under the registration rights agreement, we have agreed to use our commercially reasonable efforts to consummate the Exchange Offer or cause the original notes to be registered under the Securities Act to permit resales. If we are not in compliance with our obligations under the registration rights agreement, liquidated damages will accrue on the original notes in addition to the interest that otherwise is due on the original notes. If the Exchange Offer is completed on the terms and within the time period contemplated by this prospectus, no liquidated damages will be payable on the original notes. The

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exchange notes will not contain any provisions regarding the payment of liquidated damages. See “The Exchange Offer—Liquidated Damages.”

Minimum Condition The Exchange Offer is not conditioned on any minimum aggregate principal amount of original notes being tendered in the Exchange Offer.

Expiration Date The Exchange Offer will expire at 5:00 p.m., New York City time, on                 , 2016, unless we extend it.

Exchange Date We will accept original notes for exchange at the time when all conditions of the Exchange Offer are satisfied or waived. We will deliver the exchange notes promptly after we accept the original notes.

Conditions to the Exchange Offer Our obligation to complete the Exchange Offer is subject to certain conditions. See “The Exchange Offer—Conditions to the Exchange Offer.” We reserve the right to terminate or amend the Exchange Offer at any time prior to the expiration date upon the occurrence of certain specified events.

Withdrawal Rights You may withdraw the tender of your original notes at any time before the expiration of the Exchange Offer on the expiration date. Any original notes not accepted for any reason will be returned to you without expense as promptly as practicable after the expiration or termination of the Exchange Offer.

Procedures for Tendering Original Notes See “The Exchange Offer—How to Tender.”

United States Federal Income Tax Consequences We believe that the exchange of the original notes for the exchange notes should not be a taxable exchange for U.S. federal income tax purposes, and holders will not recognize any taxable gain or loss as a result of such exchange. See “Material United States Federal Income Tax Considerations.”

Effect on Holders of Original Notes If the Exchange Offer is completed on the terms and within the period contemplated by this prospectus, holders of original notes will have no further registration or other rights under the registration rights agreement, except under limited circumstances. See “The Exchange Offer—Other.”

Holders of original notes who do not tender their original notes will continue to hold those original notes. All untendered, and tendered but unaccepted original notes, will continue to be subject to the transfer restrictions provided for in the original notes and the Indenture. To the extent that original notes are tendered and accepted in the Exchange Offer, the trading market, if any, for the original notes could be adversely affected. See “Risk Factors—Risks Associated with the Exchange Offer—You

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may not be able to sell your original notes if you do not exchange them for registered exchange notes in the Exchange Offer,” “Risk Factors—Risks Associated with the Exchange Offer—Your ability to sell your original notes may be significantly more limited and the price at which you may be able to sell your original notes may be significantly lower if you do not exchange them for registered exchange notes in the Exchange Offer” and “The Exchange Offer—Other.”

Appraisal Rights Holders of original notes do not have appraisal or dissenters’ rights under applicable law or the Indenture. See “The Exchange Offer—Terms of the Exchange Offer.”

Use of Proceeds We will not receive any proceeds from the issuance of the exchange notes pursuant to the Exchange Offer.

Exchange Agent U.S. Bank National Association, the trustee under the Indenture, is serving as the exchange agent in connection with this Exchange Offer.

Summary of the Terms of the Exchange Notes

Issuer Diebold, Incorporated.

Exchange Notes $400,000,000 in aggregate principal amount of 8.5% Senior Notes due 2024.

Maturity Date April 15, 2024.

Interest Rate 8.5% per annum, payable semi-annually on April 15 and October 15.

Optional Redemption The notes are redeemable at our option, in whole or in part, at any time on or after April 15, 2019, at the redemption prices set forth in this prospectus, together with accrued and unpaid interest, if any, to, but excluding, the date of redemption.

At any time prior to April 15, 2019, we may redeem up to 35% of the original principal amount of the notes with the proceeds of certain equity offerings at a redemption price of 108.5% of the principal amount of the notes, together with accrued and unpaid interest, if any, to, but excluding, the date of redemption.

At any time prior to April 15, 2019, we may also redeem some or all of the notes at a price equal to 100% of the principal amount of the notes, plus a “make-whole premium,” together with accrued and unpaid interest, if any, to, but excluding, the date of redemption.

See “Description of the Exchange Notes—Optional redemption.”

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Change of Control Offer Upon the occurrence of specific kinds of changes of control, we will be required to make an offer to repurchase the notes at 101% of their face amount, plus accrued and unpaid interest to, but excluding, the repurchase date. See “Description of the Exchange Notes—Repurchase at the option of holders—Change of control.”

Asset Disposition Offer If we or our restricted subsidiaries sell assets, under certain circumstances, we will be required to use the net proceeds to make an offer to purchase notes at an offer price in cash in an amount equal to 100% of the principal amount of the notes plus accrued and unpaid interest to, but excluding, the repurchase date. See “Description of the Exchange Notes—Repurchase at the option of holders—Asset sales.”

Note Guarantees The notes are and will be guaranteed on a senior unsecured basis by (i) all of our existing and future direct and indirect domestic subsidiaries (other than securitization subsidiaries) that guarantee our borrowings under the Credit Agreement, dated as of November 23, 2015, as amended on December 23, 2015, May 6, 2016 and August 16, 2016 (as further amended, supplemented and otherwise modified), with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and other persons party thereto, which we refer to herein as the Senior Credit Facility, and (ii) all of our existing and future direct and indirect domestic subsidiaries (other than securitization subsidiaries and immaterial subsidiaries) that guarantee any of our or our subsidiary guarantors’ indebtedness for borrowed money. Under certain circumstances, subsidiary guarantors may be released from their note guarantees without the consent of the holders of notes. See “Description of the Exchange Notes—Note guarantees.”

For the six months ended June 30, 2016, on a pro forma basis after giving effect to the Transactions, our non-guarantor subsidiaries represented approximately 79.5 percent of our net sales.

As of June 30, 2016, on a pro forma basis after giving effect to the Transactions, our non-guarantor subsidiaries:

• represented approximately 55.2 percent of our total assets; and

• had approximately $1,892.4 million of total liabilities, including trade payables but excluding intercompany liabilities.

Ranking The notes and the note guarantees are our and the subsidiary guarantors’ senior unsecured obligations and:

• rank senior in right of payment to all of our and the subsidiary guarantors’ future subordinated indebtedness;

• rank equally in right of payment with all of our and the subsidiary guarantors’ existing and future senior indebtedness;

• are effectively subordinated to any of our and the subsidiary guarantors’ existing and future secured debt, including indebtedness under our Senior Credit Facility, to the extent of the value of the assets securing such debt; and

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• are structurally subordinated to all of the existing and future liabilities (including trade payables) of each of our subsidiaries that do not guarantee the notes.

As of June 30, 2016, on a pro forma basis after giving effect to the Transactions:

• we would have had approximately $2,614.2 million of total indebtedness (including the notes);

• of our total indebtedness, we would have had approximately $2,189.1 million of secured indebtedness, all of which would have been incurred under our Senior Credit Facility, to which the notes would have been effectively subordinated to the extent of the value of the assets securing such indebtedness;

• we would have had $210.0 million available under the Senior Credit Facility and $97.5 million available under uncommitted lines of credit; and

• our non-guarantor subsidiaries would have had approximately $1,892.4 million of total liabilities (including trade payables but excluding intercompany liabilities), all of which would have been structurally senior to the notes.

Covenants The Indenture, among other things, limits our ability and the ability of our restricted subsidiaries to:

• incur additional indebtedness and guarantee indebtedness;

• pay dividends or make other distributions or repurchase or redeem our capital stock;

• prepay, redeem or repurchase certain debt;

• issue certain preferred stock or similar equity securities;

• make loans and investments;

• sell assets;

• incur liens;

• enter into transactions with affiliates;

• enter into agreements restricting our subsidiaries’ ability to pay dividends; and

• consolidate, merge or sell all or substantially all of our assets.

These covenants are subject to a number of important exceptions and qualifications. In addition, if for such period of time, if any, that the notes have received investment grade ratings from both Standard & Poor’s Ratings Services, or S&P, and Moody’s Investors Service, Inc., or Moody’s, and no default or event of default exists under the Indenture, we will not be subject to certain of the covenants listed above. For more details, see “Description of the Exchange Notes.”

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Risk Factors See “Risk Factors” and the other information included and incorporated by reference into this prospectus for a discussion of the factors you should consider before deciding whether to exchange any outstanding notes.

Use of Proceeds We will not receive any proceeds from the issuance of the exchange notes pursuant to the Exchange Offer.

Trustee U.S. Bank National Association is the trustee for the holders of the exchange notes.

Governing Law The exchange notes, the Indenture and the other documents for the offering of the exchange notes are governed by the laws of the State of New York.

For additional information about the exchange notes, see the section of this prospectus entitled “Description of the Exchange Notes.”

Regulatory Approvals

Other than the federal securities laws, there are no federal or state regulatory requirements that we must comply with and there are no approvals that we must obtain in connection with the Exchange Offer.

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Summary historical consolidated and unaudited pro forma condensed combined financial information

Summary historical consolidated financial information of Diebold

The following table sets forth our summary historical consolidated and unaudited pro forma condensed combined financial information for the periods ended and as of the dates indicated below.

The summary historical consolidated financial information as of June 30, 2016 and 2015, as of December 31, 2015 and 2014, for each of the six-month periods ended June 30, 2016 and 2015 and for each of the years ended December 31, 2015, 2014 and 2013 have been prepared in accordance with GAAP. The balance sheet information as of December 31, 2015 and 2014 and the statement of operations and cash flow information for the years ended December 31, 2015, 2014 and 2013 have been derived from the audited consolidated financial statements of Diebold, which are incorporated by reference in this prospectus. The balance sheet information as of June 30, 2016 and 2015 and the statement of operations and cash flow information for the six-month periods ended June 30, 2016 and 2015 have been derived from the unaudited consolidated financial statements of Diebold, which are incorporated by reference in this prospectus.

The summary unaudited pro forma condensed combined financial information as of June 30, 2016 and for the year ended December 31, 2015 and the six months ended June 30, 2016 have been derived from and should be read in conjunction with the more detailed unaudited pro forma condensed combined financial information and the accompanying notes thereto incorporated by reference in this prospectus. The summary unaudited pro forma condensed combined balance sheet as of June 30, 2016 combines the consolidated balance sheets of Diebold and Wincor Nixdorf as of June 30, 2016 and March 31, 2016, respectively, and gives effect to the Acquisition as if it had occurred on June 30, 2016. The unaudited pro forma condensed combined statement of operations combines the historical results of Diebold and Wincor Nixdorf for the years ended December 31, 2015 and September 30, 2015, respectively, and gives effect to the Acquisition as if it occurred on January 1, 2015. The unaudited pro forma condensed combined statement of operations combines the historical results of Diebold and Wincor Nixdorf for the six months ended June 30, 2016 and March 31, 2016, respectively, and gives effect to the Acquisition as if it occurred on January 1, 2015. For purposes of the unaudited pro forma condensed combined financial information presented below, the historical financial statements of Diebold and Wincor Nixdorf have been adjusted to give pro forma effect to events that are (i) directly attributable to the Acquisition, (ii) factually supportable, and (iii) with respect to the combined statements of operations, expected to have a continuing impact on the combined company’s consolidated results. The unaudited pro forma condensed combined statement of operations does not include the impact of either (i) any revenue, cost or other operating synergies that may result from the Acquisition or any related restructuring costs or (ii) one-time charges or costs arising from the Acquisition, such as incremental advisory, legal and accounting expenses. The unaudited pro forma condensed combined financial information reflects adjustments to reconcile Wincor Nixdorf’s historical audited financial statements prepared in accordance with international financial reporting standards, or IFRS, to GAAP and conversion from Euros to U.S. dollars.

The summary unaudited pro forma condensed combined financial information is for illustrative purposes only and does not purport to present what our results of operations and financial condition would have been had the Acquisition actually occurred on the dates assumed for such purposes in the preparation of such pro forma financial information, nor does it project our results of operations for any future period or our financial condition at any future date. The unaudited pro forma condensed combined financial information is based upon currently available information and estimates and assumptions that Diebold believes are reasonable as of the date hereof. Any of the factors underlying these estimates and assumptions may change or prove to be materially different, and the estimates and assumptions may not be representative of facts existing at the consummation of the Acquisition.

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The information set forth below should be read in conjunction with the historical consolidated financial statements of Diebold and Wincor Nixdorf incorporated by reference in this prospectus.

							Historical									Pro Forma
	(Unaudited) Six months ended						Year ended December 31,									Year ended			Six months ended
(dollars in millions)	June 30, 2016			June 30, 2015			2015			2014			2013			December 31, 2015			June 30, 2016
Consolidated statement of operations:
Net sales:
Services	$	693.2		$	694.5		$	1,394.2		$	1,432.8		$	1,420.8		$	2,824.8		$	1,386.9
Products		396.4			524.8			1,025.1			1,302.0			1,161.9			2,375.9			1,118.9
Total net sales		1,089.6			1,219.3			2,419.3			2,734.8			2,582.7			5,200.7			2,505.8
Cost of sales:
Services		463.9			464.2			932.8			974.8			1,048.3			2,097.4			999.4
Products		331.8			425.1			834.5			1,033.8			948.4			1,955.6			866.7
Total cost of sales		795.7			889.3			1,767.3			2,008.6			1,996.7			4,053.0			1,866.1
Gross profit		293.9			330.0			652.0			726.2			586.0			1,147.7			639.7
Operating expenses:
Selling, general and administrative		252.9			245.4			488.2			478.4			564.5			949.8			465.7
Research, development and engineering expense		36.1			46.2			86.9			93.6			92.2			192.5			86.1
Impairment of assets(1)		—			18.9			18.9			2.1			72.0			18.9			—
Gain on sale of assets, net(2)		0.3			(1.5	)		(0.6	)		(12.9	)		(2.4	)		(0.6	)		0.3
Total operating expenses		289.3			309.0			593.4			561.2			726.3			1,160.6			552.1
Operating income (loss)		4.6			21.0			58.6			165.0			(140.3	)		(12.9	)		87.6
Other income (expense):
Investment income		11.2			14.7			26.0			34.5			27.6			24.0			11.2
Interest expense		(35.8	)		(15.6	)		(32.5	)		(31.4	)		(29.2	)		(154.9	)		(93.7	)
Foreign exchange (loss) gain, net		(3.6	)		(10.5	)		(10.0	)		(11.8	)		0.2			(51.3	)		(11.7	)
Miscellaneous, net		7.8			(0.3	)		3.7			(1.6	)		(0.1	)		(3.3	)		(6.6	)
Total other expense, net		(20.4	)		(11.7	)		(12.8	)		(10.3	)		(1.5	)		(185.5	)		(87.6	)
Income (loss) from continuing operations before taxes		(15.8	)		9.3			45.8			154.7			(141.8	)		(198.4	)		—
Income tax (benefit) expense		(15.7	)		(0.3	)		(13.7	)		47.4			48.4			(79.5	)		(10.9	)
Income from continuing operations, net of tax		(0.1	)		9.6			59.5			107.3			(190.2	)		(118.9	)		10.9
Income from discontinued operations, net of tax(3)		148.3			8.7			15.9			9.7			13.7			—			—
Net income (loss)		148.2			18.3			75.4			117.0			(176.5	)		(118.9	)		10.9
Less: Income attributable to non-controlling interests, net of tax(4)		1.1			(1.1	)		1.7			2.6			5.1			38.9			18.9
Net income (loss) attributable to Diebold, Incorporated		147.1		$	19.4		$	73.7		$	114.4		$	(181.6	)	$	(157.8	)	$	(8.0	)

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							Historical									Pro Forma
	(Unaudited) Six months ended						Year ended December 31,									Year ended		Six months ended
(dollars in millions)	June 30, 2016			June 30, 2015			2015			2014			2013			December 31, 2015		June 30, 2016
Balance sheet information (at period end)(5):
Cash and cash equivalents	$	335.5		$	244.4		$	313.6		$	326.1							$	1,395.6
Net working capital(6)	$	2,540.2		$	692.8		$	687.8		$	627.7							$	1,998.0
Property, plant and equipment, net	$	166.1		$	176.2		$	175.3		$	165.7							$	424.6
Total assets	$	4,040.5		$	2,395.7		$	2,249.3		$	2,342.1							$	6,544.7
Total debt	$	2,313.0		$	669.9		$	645.1		$	505.4							$	2,614.2
Total Diebold, Incorporated stockholders’ equity	$	578.3		$	465.6		$	412.4		$	531.5							$	1,446.0
Cash flow information:
Net cash provided by (used in):
Operating activities	$	(206.2	)	$	(99.1	)	$	36.7		$	186.9		$	124.2
Investing activities	$	(1,359.4	)	$	(83.2	)	$	(64.9	)	$	13.8		$	(52.7	)
Financing activities	$	1,584.9		$	122.6		$	42.2		$	(81.2	)	$	(204.5	)
Capital expenditures from continuing operations	$	(11.3	)	$	(24.7	)	$	(52.3	)	$	(60.1	)	$	(33.8	)
Non-GAAP financial information:
EBITDA(7)	$	188.0		$	51.8		$	132.2		$	234.7		$	(44.1	)	$	144.9	$	327.8
Adjusted EBITDA(7)	$	83.2		$	101.8		$	211.6		$	263.3		$	210.7		$	434.8	$	264.2
Interest expense(8)	$	35.8		$	15.6		$	32.5		$	31.4		$	29.2		$	154.9	$	93.7

(1) As of March 31, 2015, Diebold agreed to sell its equity interest in its Venezuela joint venture to its joint venture partner and recorded a $10.3 million impairment of assets in the first quarter of 2015. On April 29, 2015, Diebold closed the sale for the estimated fair market value and recorded a $1.0 million reversal of impairment of assets based on final adjustments in the second quarter of 2015, resulting in a $9.3 million impairment of assets. Final fair value adjustments resulted in an overall impairment of $9.7 million. Diebold no longer has a consolidating entity in Venezuela, but will continue to operate in Venezuela on an indirect basis. Additionally, Diebold recorded an impairment related to other intangibles in Latin America in the second quarter of 2015 and an impairment of $9.1 million related to redundant legacy Diebold internally-developed software as a result of the acquisition of Phoenix in the first quarter of 2015 in which the carrying amounts of the assets were not recoverable. Diebold performed an other-than-annual assessment for its Brazil reporting unit in the third quarter of 2013 based on a two-step impairment test and concluded that the goodwill within the Brazil reporting unit was partially impaired. For 2013, the impairment primarily related to a $70.0 million pre-tax, non-cash goodwill impairment charge recorded in the third quarter due to deteriorating macro-economic outlook, structural changes to an auction-based purchasing environment and new competitors entering the market.

(2) During the second quarter of 2014, Diebold divested its subsidiary, Diebold Eras Inc., resulting in a gain on sale of assets of $13.7 million. During the first quarter of 2013, Diebold recognized a gain on assets of $2.2 million resulting from the sale of certain U.S. manufacturing operations to a long-time supplier.

(3) Diebold divested its electronic security business located in the U.S. and Canada for an aggregate purchase price of approximately $350.0 million in cash. The transaction closed on February 1, 2016. The operating results for the electronic security business were previously included in Diebold’s North America segment and have been reclassified to discontinued operations for all of the periods presented.

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(4) The pro forma income attributable to non-controlling interest, net of tax, combines the historical results of Diebold and Wincor Nixdorf for the years ended December 31, 2015 and September 30, 2015, of $1.7 million and $1.5 million, respectively. The Wincor Nixdorf profit attributable to non-controlling interests of €1.3 million was translated at the historical average rate of $1.1487 per euro. Diebold’s non-controlling interest relates primarily to China and Central America. Wincor Nixdorf’s non-controlling interest relates to the remaining ownership interests in Prosystems IT GmbH.

Subsequent to the closing of the Acquisition, on August 16, 2016, the board of directors of Diebold and the supervisory and management boards of Wincor Nixdorf approved the entry into a proposed domination and profit and loss transfer agreement. The parties executed such agreement after a meeting of shareholders of Wincor Nixdorf approved the domination and profit and loss transfer agreement on September 26, 2016. Following effectiveness and registration of the domination and profit and loss transfer agreement, Wincor Nixdorf shareholders will be offered to elect either (i) to receive a compensation in cash of €55.02 per Wincor Nixdorf ordinary share in exchange for their Wincor Nixdorf ordinary shares, or (ii) to remain Wincor Nixdorf shareholders and receive a recurring compensation in cash of €3.13 (€2.82 net under the current taxation regime) for each full fiscal year of Wincor Nixdorf and for each Wincor Nixdorf ordinary share. The ultimate timing of any future cash payments related to the domination and profit and loss transfer agreement is uncertain. Noncontrolling interests with certain redemption features, such as put rights that are not within the control of the issuer, are considered redeemable noncontrolling interests. As the domination and profit and loss transfer agreement will not be effective until registered with the German commercial register, the carrying value of the noncontrolling interest has been presented as a component of total equity. As of and for the period of time that the domination and profit and loss transfer agreement is effective, the carrying value of the noncontrolling interest will be classified as a total equity to redeemable noncontrolling interest and presented outside of equity in the consolidated balance sheet of Diebold.

(5) Diebold recast its financial statements for its divestiture of the electronic security business for its Annual Report on Form 10-K for the year ended December 31, 2015. Pursuant to GAAP, Diebold recast its balance sheet accounts as of December 31, 2015 and 2014. As a result, audited December 31, 2013 balance sheet information is not available for the recast electronic security business.

(6) Diebold defines “Net working capital” as current assets minus current liabilities.

(7) Diebold defines “EBITDA” as net income (loss) excluding income tax (benefit) expense, net interest and depreciation and amortization expense. Diebold defines “Adjusted EBITDA” as EBITDA before the effect of the following items: income from discontinued operations, net of tax, share-based compensation, foreign exchange loss, net, other (expense) income, miscellaneous, net, restructuring expense, and non-routine expenses, net. These are non-GAAP financial measurements used by management to enhance the understanding of our operating results. EBITDA and Adjusted EBITDA are key measures we use to evaluate our operational performance. Diebold provides EBITDA and Adjusted EBITDA because it believes that investors and securities analysts will find EBITDA and Adjusted EBITDA to be useful measures for evaluating Diebold’s operating performance and comparing its operating performance with that of similar companies that have different capital structures and for evaluating Diebold’s ability to meet its future debt service, capital expenditures, and working capital requirements. However, EBITDA and Adjusted EBITDA should not be considered as alternatives to net income as a measure of operating results or as alternatives to cash flows from operating activities as a measure of liquidity in accordance with GAAP. In addition, the Indenture and the credit agreement governing the Senior Credit Facility contain debt incurrence ratios that are calculated by reference to measures similar, but not identical, to Adjusted EBITDA. Non-compliance with these debt incurrence ratios would prohibit the Company from being able to incur additional indebtedness other than pursuant to specified exceptions. See “Description of Other Indebtedness” and “Description of the Exchange Notes.”

EBITDA and Adjusted EBITDA and the related ratios are not calculated or presented in accordance with GAAP, and other companies in Diebold’s industry may calculate EBITDA and Adjusted EBITDA differently than we do, limiting their usefulness as comparative measures. As a result, these financial

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measures have limitations as analytical and comparative tools, and you should not consider these items in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

• they do not reflect all of our cash expenditures or future requirements for capital expenditures or contractual commitments;

• they do not reflect certain impairments and adjustments for purchase accounting;

• they do not reflect changes in, or cash requirements for, working capital needs;

• they do not reflect the significant interest expense or the cash requirements necessary to service interest or principal payments on debt;

• they do not reflect income tax expense or the cash requirements to pay taxes; and

• although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements.

EBITDA and Adjusted EBITDA should not be considered as measures of discretionary cash available to us to invest in the growth of our business. In calculating these financial measures, we make certain adjustments that are based on assumptions and estimates that may prove to have been inaccurate. In addition, in evaluating these financial measures, you should be aware that in the future we may incur expenses similar to those eliminated in this presentation. Diebold’s presentation of EBITDA and Adjusted EBITDA should not be construed as an inference that its future results will be unaffected by unusual or non-recurring items. For additional information regarding EBITDA and Adjusted EBITDA and Diebold’s use and presentation of those measures and the related risks, see “Non-GAAP Financial Measures” and “Risk Factors—Risks related to our business—The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and may not be an indication of Diebold’s future results of operations or financial condition. The actual future results of operations and financial condition of Diebold may be substantially different, which may adversely affect the market price of the notes.”

Because the ratios of total debt to pro forma Adjusted EBITDA, secured debt to pro forma Adjusted EBITDA and pro forma Adjusted EBITDA to interest expense are based in part on pro forma Adjusted EBITDA, these measures are similarly impacted by the limitations referenced above and should not be considered in isolation or as substitutes for GAAP measures.

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The following table provides a reconciliation of EBITDA and Adjusted EBITDA to our GAAP net income (loss):

							Historical									Pro Forma
	(Unaudited) Six months ended						Year ended December 31,									Year ended			Six months ended
(in millions)	June 30, 2016			June 30, 2015			2015			2014			2013			December 31, 2015			June 30, 2016
Net income (loss)(a)	$	148.2		$	18.3		$	75.4		$	117.0		$	(176.5	)	$	(103.0	)	$	159.2
Income tax (benefit) expense		(15.7	)		(0.3	)		(13.7	)		47.4			48.4			(79.5	)		(10.9	)
Interest income		(11.2	)		(14.7	)		(26.0	)		(34.5	)		(27.6	)		(24.0	)		(11.2	)
Interest expense		35.8			15.6			32.5			31.4			29.2			154.9			93.7
Depreciation and amortization expense(b)		30.9			32.9			64.0			73.4			82.4			196.5			97.0
EBITDA		188.0			51.8			132.2			234.7			(44.1	)		144.9			327.8
Income from discontinued operations, net of tax		(148.3	)		(8.7	)		(15.9	)		(9.7	)		(13.7	)		(15.9	)		(148.3	)
Share-based compensation(c)		10.1			9.1			12.4			21.5			15.4			18.3			10.1
Foreign exchange loss, net		3.6			10.5			10.0			11.8			(0.2	)		51.3			11.7
Miscellaneous, net		(7.8	)		0.3			(3.7	)		1.6			0.1			3.3			6.6
Restructuring expense(d)		5.4			10.2			21.2			11.6			53.2			113.1			21.8
Non-routine, net:
Impairment of assets		—			18.9			18.9			2.1			72.0			18.9			—
Legal, indemnification and professional fees(e)		6.2			8.7			14.7			9.2			5.1			14.7			6.2
Acquisition/divestiture fees(f)		25.4			—			21.1			—			—			21.1			27.7
Purchase accounting adjustment(g)		—			—			—			—			—			64.4			—
Brazil indirect tax(h)		0.6			0.5			0.2			(5.8	)		0.8			0.2			0.6
Gain on sale of Eras		—			—			—			(13.7	)		—			—			—
Legal settlements(i)		—			—			—			—			45.2			—			—
Executive severance		—			—			—			—			9.3			—			—
Special pension charges(j)		—			—			—			—			67.6			—			—
Other		—			0.5			0.5			—			—			0.5			—
Adjusted EBITDA	$	83.2		$	101.8		$	211.6		$	263.3		$	210.7		$	434.8		$	264.2

(a) The pro forma net income (loss) is calculated as:

(in millions)	Year ended December 31, 2015			Six months ended June 30, 2016
Income (loss) from continuing operations, net of tax	$	(118.9	)	$	10.9
Income from discontinued operations, net of tax		15.9			148.3
Total pro forma net income (loss)	$	(103.0	)	$	159.2

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(b) The pro forma depreciation and amortization expense is calculated as:

(in millions)	Year ended December 31, 2015			Six months ended June 30, 2016
Wincor consolidated depreciation expense (USD translated at the historical average rate of $1.1487 per euro)	$	49.6		$	23.8
Diebold consolidated depreciation and amortization expense		64.0			30.9
Incremental pro forma depreciation expense		(6.3	)		(2.0	)
Incremental pro forma amortization expense(k)		89.2			44.3
Total pro forma depreciation and amortization expense	$	196.5		$	97.0

(c) The pro forma stock compensation information for the year ended December 31, 2015 includes $12.4 million relating to the Diebold stock compensation plan and $5.9 million or (€5.1 million translated at the historical average rate of $1.1487 per euro) relating to the Wincor Nixdorf plan. The pro forma stock compensation information for the six months ended June 30, 2016 includes $10.1 million relating to the Diebold stock compensation plan. There was no stock compensation relating to the Wincor Nixdorf plan recorded for the six months ended June 30, 2016.

(d) Restructuring expenses for Diebold relate to the multi-year realignment focused on globalizing its global service organization and creating a unified center-led global organization for research and development, as well as transforming its general and administrative cost structure. The pro forma information for the year ended December 31, 2015 and the six months ended June 30, 2016 includes $21.2 million and $5.4 million relating to the Diebold restructuring plan. Wincor Nixdorf launched realignment and restructuring steps under its Delta Program aimed at evolving Wincor Nixdorf into a software and IT services company and improving Wincor Nixdorf’s margins and profitability in the second half of fiscal 2015. The pro forma information for the year ended December 31, 2015 was $91.9 million (or €80.0 million translated at the historical average rate of $1.1487 per euro) related to the Wincor Nixdorf restructuring plan. The pro forma information for the six month period ended June 30, 2016 was $16.4 million (or €14.9 million translated at the historical average rate of $1.0995 per euro) related to the Wincor Nixdorf restructuring plan.

(e) Legal, indemnification and professional fees primarily relate to corporate monitor efforts. The corporate monitor was assigned by the SEC and Department of Justice, or DOJ, in connection with the remediation for Foreign Corrupt Practices Act of 1977, or FCPA, matters described in “Risk Factors— Regulatory and legal risks pertaining to the combined company—Any actions or other governmental investigations or proceedings related to or arising from the matters that resulted in Diebold’s previous settlements could result in substantial costs to defend enforcement or other related actions that could have a materially adverse effect on our business, operating results or financial condition.”

(f) For the six months ended June 30, 2016 and the year ended December 31, 2015, acquisition/divestiture fees reflect acquisition and divestiture related costs of $25.4 million and $21.1 million, respectively, included within selling and administrative expense relating to the Acquisition and Inspur joint venture and the completed divestiture of Diebold’s North America electronic security business. For the six months ended June 30, 2016, Wincor Nixdorf acquisition / divestiture fees included costs of $2.3 million relating to the Acquisition and its acquisition of Brinks cash-in-transit operations in the Netherlands.

(g) The inventory adjustment reflects an increase in book value of $64.4 million to reflect the estimated fair value of inventory, estimates of selling price, less cost to sell that resulted in a corresponding increase in cost of sales in the unaudited pro forma condensed combined statement of operations. The fair value estimate of inventory is preliminary and is determined based on the assumptions that market participants would use in pricing an asset, based on the most advantageous market for the asset (i.e., its highest and best use). This preliminary fair value estimate could include assets that are not intended to be used, may be sold or are intended to be used in a manner other than their best use. For purposes of

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the accompanying unaudited pro forma condensed combined financial information, it is assumed that all assets will be used in a manner that represents its highest and best use. The final fair value determination for inventories may differ from this preliminary determination and any such difference could be material.

(h) In August 2012, one of Diebold’s Brazil subsidiaries was notified of a tax assessment of approximately R$270.0 million, including penalties and interest, regarding certain Brazil federal indirect taxes (Industrialized Products Tax, Import Tax, Programa de Integração Social and Contribution to Social Security Financing) for 2008 and 2009. The assessment alleges improper importation of certain components into Brazil’s free trade zone that would nullify certain indirect tax incentives. On September 10, 2012, Diebold filed its administrative defenses with the tax authorities. This proceeding is currently pending an administrative level decision, which could negatively impact Brazil federal indirect taxes in other years that remain open under statute. It is reasonably possible that we could be required to pay taxes, penalties and interest related to this matter, which could be material to the Company’s consolidated financial statements.

In response to an order by the administrative court, the tax inspector provided further analysis with respect to the initial assessment in December 2013, which has now been accepted by the initial administrative court that indicates a potential exposure that is significantly lower than the initial tax assessment received in August 2012. This revised analysis has been accepted by the initial administrative court; however, this matter remains subject to ongoing administrative proceedings and appeals. Accordingly, Diebold cannot provide any assurance that its exposure pursuant to the initial assessment will be lowered significantly or at all. In addition, this matter could negatively impact Brazil federal indirect taxes in other years that remain open under statute. It is reasonably possible that we could be required to pay taxes, penalties and interest related to this matter, which could be material to our consolidated financial statements. The Company continues to defend itself in this matter. The calculated adjustment for the Brazil indirect tax matter relates to the additional interest and penalties accrued as well as the removal of certain accruals relates to the passage of the statute of limitations in connection with the above matter.

(i) Legal settlement consists of $28.0 million related to the settlement of the FCPA investigation and $17.2 million related to the settlement of our securities class action in 2013. These charges were included within selling and administrative expense. See “Risk Factors—Regulatory and legal risks pertaining to the combined company—Any actions or other governmental investigations or proceedings related to or arising from the matters that resulted in Diebold’s previous settlements could result in substantial costs to defend enforcement or other related actions that could have a materially adverse effect on our business, operating results or financial condition.”

(j) In connection with our voluntary early retirement program in the fourth quarter of 2013, we recorded a non-cash pension charge of $67.6 million recognized in selling and administrative expense within Diebold’s statement of operations. The non-cash pension charge included $8.7 million curtailment loss, $20.2 million settlement loss and $38.7 million in special termination benefits.

(k) See footnotes 8(c) and 8(d) to the unaudited pro forma condensed combined financial information contained in our Current Report on Form 8-K filed on September 23, 2016, which is incorporated herein by reference.

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(8) Pro forma interest expense represents the annual GAAP treatment of interest expense on Diebold’s total debt for the six months ended June 30, 2016 and the year ended December 31, 2015, after giving effect to the Acquisition and assuming the borrowings under the Senior Credit Facility and the notes were outstanding as of January 1, 2015. For purposes of calculating pro forma interest expense, we have used the following:

			Year ended December 31, 2015
	Acquisition financing borrowing(i)		Interest expense		Commitment fee on undrawn portion		Deferred cost amortization(ii)		Total increase to interest expense(iii)
Revolving Credit Facility	$	310.0	$	7.8	$	0.5	$	0.9	$	9.2
Term Loan A		230.0		5.7		—		0.9		6.6
Delayed Draw Term Loan A		250.0		6.1		—		0.2		6.3
Term Loan B		1,399.1		73.7		—		5.9		79.6
Senior Notes		400.0		34.6		—		0.9		35.5
	$	2,589.1	$	127.9	$	0.5	$	8.8	$	137.2

			Six-month period ended June 30, 2016
	Acquisition financing borrowing(i)		Interest expense		Commitment fee on undrawn portion		Deferred cost amortization(ii)		Total increase to interest expense(iii)
Revolving Credit Facility	$	310.0	$	3.9	$	0.1	$	0.4	$	4.4
Term Loan A		230.0		2.9		—		0.5		3.4
Delayed Draw Term Loan A		250.0		3.1		—		0.1		3.2
Term Loan B		1,399.1		37.1		—		3.0		40.1
Senior Notes		400.0		17.3		—		0.4		17.7
	$	2,589.1	$	64.3	$	0.1	$	4.4	$	68.8

(i) Reflects actual allocation of the debt.

(ii) Represents the straight-line amortization (which approximates the effective interest method) of debt issuance costs and debt discount related to the original notes over a five-year period for the Revolving Facility, Term Loan A Facility and the Delayed Draw Term Loan A Facility; seven-year period for the Term Loan B Facility; and eight-year period for the notes.

(iii) The blended interest rate for borrowings under the Senior Credit Facility and the original notes is approximately 5.7 percent.

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Summary historical consolidated financial information of Wincor Nixdorf

The following table sets forth summary historical consolidated financial information for Wincor Nixdorf and its subsidiaries for the periods ended and as of the dates indicated below.

The summary historical consolidated financial information has been derived from Wincor Nixdorf’s consolidated financial statements, which have been prepared in accordance with IFRS as issued by the IASB. The balance sheet information as of September 30, 2015 and 2014 and the statement of operations and cash flows information for each of the three years ended September 30, 2015, 2014, and 2013 have been derived from Wincor Nixdorf’s audited consolidated financial statements, which are incorporated by reference in this prospectus. The balance sheet information as of September 30, 2013 has been derived from Wincor Nixdorf’s audited consolidated financial statements not included in this prospectus. The group balance sheet information as of June 30, 2016 and the group income statement and group cash flows statement for the nine months ended June 30, 2016 and 2015 have been derived from Wincor Nixdorf’s unaudited nine-month interim report incorporated by reference in this prospectus. The unaudited interim consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of Wincor Nixdorf’s management, the unaudited interim consolidated financial statements include all adjustments, consisting of only normal non-recurring adjustments, considered necessary for a fair statement of the information set forth herein. Interim financial results are not necessarily indicative of results that may be expected for the full fiscal year or any future reporting period.

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The information set forth below should be read in conjunction with the historical consolidated financial statements of Wincor Nixdorf incorporated by reference in this prospectus.

	Year ended									Nine months ended
(euros in thousands)	September 30, 2015			September 30, 2014			September 30, 2013			June 30, 2016			June 30, 2015
Consolidated statements of income:
Net sales	€	2,426,995		€	2,469,418		€	2,465,004		€	1,938,356		€	1,768,072
Cost of sales		(1,993,415	)		(1,925,657	)		(1,922,312	)		(1,475,413	)		(1,421,641	)
Research and development expenses		(89,620	)		(98,344	)		(98,711	)		(70,681	)		(69,842	)
Selling, general and administrative expenses		(320,087	)		(314,841	)		(313,385	)		(272,887	)		(235,641	)
Other operating income(1)		—			25,752			202			10,297			—
Result from equity accounted activities		(2,022	)		(1,348	)		733			(143	)		(1,156	)
Net profit on operating activities		21,851			154,962			131,531			129,529			39,792
Finance income		1,469			1,009			1,120			1,732			1,074
Finance costs		(8,407	)		(9,587	)		(8,310	)		(5,472	)		(5,842	)
Profit before income taxes		14,913			146,384			124,341			125,789			35,024
Income taxes		(7,141	)		(42,284	)		(36,492	)		(36,735	)		(10,275	)
Profit for the period		7,772			104,100			87,849			89,054			24,749
Profit attributable to non-controlling interests		1,306			3,215			721			919			1,105
Profit attributable to equity holders of Wincor Nixdorf AG	€	6,466		€	100,885		€	87,128		€	88,135		€	23,644
Consolidated balance sheet information (at period end):
Cash and cash equivalents	€	37,838		€	43,584		€	43,174		€	86,580		€	37,838
Current assets	€	931,701		€	979,641		€	853,302		€	1,031,976		€	931,701
Total assets	€	1,507,234		€	1,539,940		€	1,405,954		€	1,637,468		€	1,507,234
Current liabilities	€	919,055		€	887,345		€	804,971		€	928,984		€	919,055
Equity (including non-controlling interests)	€	391,440		€	426,809		€	382,861		€	452,965		€	391,440
Total equity and liabilities	€	1,507,234		€	1,539,940		€	1,405,954		€	1,637,468		€	1,507,234
Cash flow information:
Net cash provided by (used in):
Operating activities	€	96,902		€	84,405		€	159,793		€	115,038		€	90,534
Investing activities	€	(55,382	)	€	(35,385	)	€	(50,317	)	€	(41,764	)	€	40,579
Financing activities	€	(71,331	)	€	(39,749	)	€	(75,607	)	€	4,239		€	(65,400	)
Capital expenditures	€	(39,462	)	€	(47,739	)	€	(39,235	)	€	(27,786	)	€	(28,650	)
Other financial and operating information:
EBITDA(2)	€	76,058		€	215,910		€	191,118		€	174,383		€	80,258

(1) Other operating income for the year ended September 30, 2014 primarily resulted from the gain from the sale of real estate.

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(2) EBITDA is defined as net profit on operating activities before amortization/depreciation of property rights, licenses and property, plant and equipment and write-down of reworkable service parts. The following table provides a reconciliation of net operating profit on operating activities to EBITDA:

	Year ended						Nine months ended
(in thousands)	September 30, 2015		September 30, 2014		September 30, 2013		June 30, 2016		June 30, 2015
Net profit on operating activities	€	21,851	€	154,962	€	131,531	€	129,529	€	39,792
Amortization/depreciation of property rights, licenses and property, plant and equipment		51,826		54,363		53,133		40,299		36,411
Write-down of reworkable service parts		2,381		6,585		6,454		4,555		4,055
EBITDA	€	76,058	€	215,910	€	191,118	€	174,383	€	80,258

Ratio of Earnings to Fixed Charges

Our ratio of earnings to fixed charges is set forth on page 63 of this prospectus.

Principal Offices

Our executive offices are located at 5995 Mayfair Road, P.O. Box 3077, North Canton, Ohio 44720-8077 and our telephone number is (330) 490-4000. Our website address is http://www.dieboldnixdorf.com. Our website and the information contained on, or that can be accessed through, our website are not part of this prospectus.

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RISK FACTORS

Participating in the Exchange Offer involves a high degree of risk. You should carefully consider the risks described below and all of the information contained or incorporated by reference in this prospectus before deciding whether to participate in the Exchange Offer. The risks and uncertainties described below and in such incorporated documents are not the only risks and uncertainties that we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of those risks actually occurs, our business, financial condition and results of operations would suffer. The risks discussed below also include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements” in this prospectus.

Risks related to the notes and our debt

We are highly leveraged. Our failure to meet our debt service obligations could have a material adverse effect on our business, financial condition and results of operations.

We borrowed approximately $2,029.1 million to complete the Acquisition. As of June 30, 2016, on a pro forma basis after giving effect to the Transactions, the total indebtedness of the combined company would have been approximately $2,614.2 million, and we would have had availability of $210.0 million under our Senior Credit Facility and $97.5 million available under uncommitted lines of credit. This high level of indebtedness could, among other things:

• make it more difficult for us to pay or refinance our debts as they become due during adverse economic and industry conditions because we may not have sufficient cash flows to make our scheduled debt payments;

• require us to use a larger portion of our cash flow to fund interest and principal payments, reducing the availability of cash to fund working capital, capital expenditures, research and development and other business activities;

• limit our ability to take advantage of significant business opportunities, such as acquisition opportunities, and to react to changes in market or industry conditions;

• make us more vulnerable to general adverse economic and industry conditions;

• put us at a competitive disadvantage compared to competitors with less indebtedness;

• result in a downgrade in our corporate or debt credit ratings, which could increase the cost of our borrowings; and

• limit our ability to raise additional capital in the future to fund working capital, capital expenditures, research and development and other general corporate purposes.

We may also incur additional long-term debt and working capital lines of credit to meet future financing needs, which would increase our total indebtedness. Although the terms of the Indenture, the credit agreement governing our Senior Credit Facility and of the agreements governing our other debt contain restrictions on the incurrence of additional debt, including secured debt, these restrictions are subject to a number of important exceptions and debt incurred in compliance with these restrictions could be substantial. If we incur significant additional debt, the related risks could intensify.

We may not be able to generate sufficient cash to service all of our indebtedness, including the notes, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments on or refinance our debt obligations depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control. We may be unable to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness, including the notes.

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If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance our indebtedness. We may not be able to effect any such alternative measures, if necessary, on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow us to meet our scheduled debt service obligations. In addition, the terms of our existing or future debt arrangements may restrict us from effecting any of these alternatives.

In addition, we conduct a significant portion of our operations through our subsidiaries, certain of which are not and will not be guarantors of the notes or our other indebtedness. Accordingly, repayment of our indebtedness, including the notes, is dependent on the generation of cash flow by our subsidiaries and their ability to make such cash available to us, by dividend, debt repayment or otherwise. Unless they are guarantors of the notes or our other indebtedness, our subsidiaries do not have any obligation to pay amounts due on the notes or our other indebtedness or to make funds available for that purpose. Our subsidiaries may not be able to, or may not be permitted to, make distributions to enable us to make payments in respect of our indebtedness, including the notes. Each subsidiary is a distinct legal entity, and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries. While the Indenture and the credit agreement governing the Senior Credit Facility limit the ability of our subsidiaries to incur consensual restrictions on their ability to pay dividends or make other intercompany payments to us, these limitations are subject to qualifications and exceptions. In the event that we do not receive distributions from our subsidiaries, we may be unable to make required principal and interest payments on our indebtedness, including the notes.

Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, would materially and adversely affect our financial position and results of operations.

If we cannot make scheduled payments on our debt, we will be in default and holders of the notes could declare all outstanding principal and interest to be due and payable, the lenders under the Senior Credit Facility could terminate their commitments to loan money, the lenders could foreclose against the assets securing their borrowings and we could be forced into bankruptcy or liquidation. All of these events could result in your losing your investment in the notes.

Despite our current level of indebtedness, we and our subsidiaries may still be able to incur substantially more debt. This could further exacerbate the risks to our financial condition described above.

We and our subsidiaries may be able to incur significant additional indebtedness in the future. Although the Indenture and the credit agreement governing our Senior Credit Facility contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the additional indebtedness incurred in compliance with these restrictions could be substantial. If we incur any additional indebtedness that ranks equally with the notes, subject to collateral arrangements, the holders of that debt will be entitled to share ratably with you in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding up of our company. This may have the effect of reducing the amount of proceeds paid to you. These restrictions also will not prevent us from incurring obligations that do not constitute indebtedness. In addition, as of June 30, 2016, on a pro forma basis after giving effect to the Transactions, our Senior Credit Facility would have provided for commitments of $520.0 million ($310.0 million of which would have been drawn), which could increase by more than $400.0 million, subject to certain conditions. All of those borrowings would be secured indebtedness. If new debt is added to our current debt levels, the related risks that we and the subsidiary guarantors now face could intensify. See “Description of Other Indebtedness” and “Description of the Exchange Notes.”

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Prior to the Domination Agreement Effective Date, neither Wincor Nixdorf nor any of its subsidiaries will be subject to any of the restrictive covenants contained in the Indenture or the Senior Credit Facility.

Prior to the date on which we enter into a domination and profit and loss transfer agreement with Wincor Nixdorf, or the Domination Agreement Effective Date, neither Wincor Nixdorf nor any of its subsidiaries will be subject to any of the restrictive covenants of the Indenture, including the covenants limiting the ability of any restricted subsidiary to incur indebtedness, create liens, make investments or restricted payments or sell or otherwise dispose of assets, even though the results of Wincor Nixdorf and its subsidiaries will not be disregarded for purposes of the Indenture, including the definitions of “Consolidated Net Income,” “Consolidated EBITDA” and “Total Tangible Assets” included therein. Similarly, prior to the Domination Agreement Effective Date, neither Wincor Nixdorf nor any of its subsidiaries will be subject to any of the restrictive covenants of the Senior Credit Facility; however, their results will not be disregarded for purposes of the Senior Credit Facility. While we expect to be able to enter into a domination and profit and loss transfer agreement within six months following the consummation of the Acquisition, there can be no assurance as to when the Domination Agreement Effective Date will occur. See “Description of Other Indebtedness” and “Description of the Exchange Notes.”

The terms of the credit agreement governing our Senior Credit Facility and the Indenture restrict our current and future operations, particularly our ability to respond to changes or to take certain actions.

The Indenture and the credit agreement governing our Senior Credit Facility contain a number of restrictive covenants that impose significant operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interest, including restrictions on our ability to:

• incur additional indebtedness and guarantee indebtedness;

• pay dividends or make other distributions or repurchase or redeem capital stock;

• prepay, redeem or repurchase certain debt;

• issue certain preferred stock or similar equity securities;

• make loans and investments;

• sell assets;

• incur liens;

• enter into transactions with affiliates;

• alter the businesses we conduct;

• enter into agreements restricting our subsidiaries’ ability to pay dividends; and

• consolidate, merge or sell all or substantially all of our assets.

In addition, the restrictive covenants in the credit agreement governing our Senior Credit Facility require us to maintain specified financial ratios and satisfy other financial condition tests. Our ability to meet those financial ratios and tests can be affected by events beyond our control, and we may be unable to meet them. You should read the discussions under the headings “Description of the Exchange Notes—Certain covenants,” and “Description of Other Indebtedness” for further information about these covenants.

A breach of the covenants or restrictions under the Indenture or under the credit agreement governing our Senior Credit Facility could result in an event of default under the applicable indebtedness. Such a default may allow the creditors to accelerate the related debt and may result in the acceleration of any other debt to which a cross-acceleration or cross-default provision applies. In addition, an event of default under the credit agreement governing our Senior Credit Facility would permit the lenders under our Senior Credit Facility to terminate all commitments to extend further credit under that facility. Furthermore, if we were unable to repay the amounts due and payable under our Senior Credit Facility, those lenders could proceed against the collateral granted to

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them to secure that indebtedness. In the event our lenders or noteholders accelerate the repayment of our borrowings, we and our subsidiaries may not have sufficient assets to repay that indebtedness. As a result of these restrictions, we may be:

• limited in how we conduct our business;

• unable to raise additional debt or equity financing to operate during general economic or business downturns; and

• unable to compete effectively or to take advantage of new business opportunities.

These restrictions may affect our ability to grow in accordance with our strategy. In addition, our financial results, our substantial indebtedness and our credit ratings could adversely affect the availability and terms of our financing.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

Borrowings under our Senior Credit Facility are at variable rates of interest and expose us to interest rate risk. If interest rates were to increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income and cash flows, including cash available for servicing our indebtedness, will correspondingly decrease. Assuming all loans are fully drawn, each quarter point change in interest rates would result in a $6.6 million change in annual interest expense on our indebtedness under our Senior Credit Facility. In the future, we may enter into interest rate swaps that involve the exchange of floating for fixed rate interest payments in order to reduce interest rate volatility. However, we may not maintain interest rate swaps with respect to all of our variable rate indebtedness, and any swaps we enter into may not fully mitigate our interest rate risk.

The notes are effectively subordinated to our and our subsidiary guarantors’ indebtedness under the Senior Credit Facility and any of our other secured indebtedness to the extent of the value of the property securing that indebtedness.

The notes are not secured by any of our or our subsidiary guarantors’ assets. As a result, the notes and the guarantees are effectively subordinated to our and our subsidiary guarantors’ indebtedness under the Senior Credit Facility with respect to the assets that secure that indebtedness. As of June 30, 2016, on a pro forma basis after giving effect to the Transactions, we would have had approximately $2,189.1 million of secured indebtedness under our Senior Credit Facility, and we would have had availability of $210.0 million under the Senior Credit Facility and $97.5 million available under uncommitted lines of credit. The effect of this subordination is that upon a default in payment on, or the acceleration of, any of our secured indebtedness, or in the event of bankruptcy, insolvency, liquidation, dissolution or reorganization of our company or the subsidiary guarantors, the proceeds from the sale of assets securing our secured indebtedness will be available to pay obligations on the notes only after all indebtedness under the Senior Credit Facility and that other secured debt has been paid in full. As a result, the holders of the notes may receive less, ratably, than the holders of secured debt in the event of our or our subsidiary guarantors’ bankruptcy, insolvency, liquidation, dissolution or reorganization.

The notes are and will be structurally subordinated to all obligations of our existing and future subsidiaries that are not and do not become guarantors of the notes.

The notes are and will be guaranteed on a senior unsecured basis by (i) all of our existing and future direct and indirect domestic subsidiaries (other than securitization subsidiaries) that guarantee our Senior Credit Facility and (ii) all of our existing and future direct and indirect domestic subsidiaries (other than securitization subsidiaries and immaterial subsidiaries) that guarantee any of our or our subsidiary guarantors’ indebtedness for

27

borrowed money. Except for such subsidiary guarantors of the notes, our subsidiaries, including all of our foreign subsidiaries, have no obligation, contingent or otherwise, to pay amounts due under the notes or to make any funds available to pay those amounts, whether by dividend, distribution, loan or other payment. The notes and guarantees are structurally subordinated to all indebtedness and other obligations of any non-guarantor subsidiary such that in the event of insolvency, liquidation, reorganization, dissolution or other winding up of any subsidiary that is not a guarantor, all of that subsidiary’s creditors (including trade creditors) would be entitled to payment in full out of that subsidiary’s assets before we would be entitled to any payment.

In addition, the Indenture, subject to some limitations, permits these subsidiaries to incur additional indebtedness and does not contain any limitation on the amount of other liabilities, such as trade payables, that may be incurred by these subsidiaries.

For the six months ended June 30, 2016, on a pro forma basis after giving effect to the Transactions, our non-guarantor subsidiaries represented approximately 79.5 percent of our net sales. As of June 30, 2016, on a pro forma basis after giving effect to the Transactions, our non-guarantor subsidiaries represented approximately 55.2 percent of our total assets and had $1,892.4 million of total liabilities, including trade payables but excluding intercompany liabilities.

In addition, our subsidiaries that provide, or will provide, note guarantees will be automatically released from those note guarantees upon the occurrence of certain events, including the following:

• the designation of that subsidiary guarantor as an unrestricted subsidiary;

• the release or discharge of any guarantee or indebtedness that resulted in the creation of the note guarantee of the notes by such subsidiary guarantor; or

• the sale or other disposition, including the sale of substantially all the assets, of that subsidiary guarantor.

If any note guarantee is released, no holder of the notes will have a claim as a creditor against that subsidiary, and the indebtedness and other liabilities, including trade payables and preferred stock, if any, whether secured or unsecured, of that subsidiary will be effectively senior to the claim of any holders of the notes. See “Description of the Exchange Notes—Note guarantees.”

We may not be able to repurchase the notes upon a change of control.

Upon the occurrence of specific kinds of change of control events, we will be required to make an offer to repurchase all outstanding notes at 101 percent of their principal amount, plus accrued and unpaid interest to, but excluding, the purchase date. Additionally, under the Senior Credit Facility, a change of control (as defined therein) constitutes an event of default that permits the lenders to accelerate the maturity of borrowings under the credit agreement and the commitments to lend would terminate. The source of funds for any purchase of the notes and repayment of borrowings under our Senior Credit Facility would be our available cash or cash generated from our subsidiaries’ operations or other sources, including borrowings, sales of assets or sales of equity. We may not be able to repurchase the notes upon a change of control because we may not have sufficient financial resources to purchase all of the debt securities that are tendered upon a change of control and repay our other indebtedness that will become due. If we fail to repurchase the notes in that circumstance, we will be in default under the Indenture. We may require additional financing from third parties to fund any such purchases, and we may be unable to obtain financing on satisfactory terms or at all. Further, our ability to repurchase the notes may be limited by law. In order to avoid the obligations to repurchase the notes and events of default and potential breaches of the credit agreement governing our Senior Credit Facility, we may have to avoid certain change of control transactions that would otherwise be beneficial to us.

In addition, certain important corporate events, such as leveraged recapitalizations, may not, under the Indenture, constitute a “change of control” that would require us to repurchase the notes, even though those corporate events

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could increase the level of our indebtedness or otherwise adversely affect our capital structure, credit ratings or the value of the notes. See “Description of the Exchange Notes—Repurchase at the option of holders—Change of control.”

The exercise by the holders of notes of their right to require us to repurchase the notes pursuant to a change of control offer could cause a default under the agreements governing our other indebtedness, including future agreements, even if the change of control itself does not, due to the financial effect of such repurchases on us. In the event a change of control offer is required to be made at a time when we are prohibited from purchasing notes, we could attempt to refinance the borrowings that contain such prohibitions. If we do not obtain a consent or repay those borrowings, we will remain prohibited from purchasing notes. In that case, our failure to purchase tendered notes would constitute an event of default under the Indenture which could, in turn, constitute a default under our other indebtedness. Finally, our ability to pay cash to the holders of notes upon a repurchase may be limited by our then existing financial resources.

Holders of the notes may not be able to determine when a change of control giving rise to their right to have the notes repurchased has occurred following a sale of “substantially all” of our assets.

One of the circumstances under which a change of control may occur is upon the sale or disposition of “all or substantially all” of our assets. There is no precise established definition of the phrase “substantially all” under applicable law and the interpretation of that phrase will likely depend upon particular facts and circumstances. Accordingly, the ability of a holder of notes to require us to repurchase its notes as a result of a sale of less than all our assets to another person may be uncertain.

Federal and state fraudulent transfer laws may permit a court to void the notes and/or the note guarantees, and if that occurs, you may not receive any payments on the notes.

Federal and state fraudulent transfer and conveyance statutes may apply to the issuance of the notes and the incurrence of the note guarantees of the notes. Under federal bankruptcy law and comparable provisions of state fraudulent transfer or conveyance laws, which may vary from state to state, the notes or the note guarantees thereof could be voided as a fraudulent transfer or conveyance if we or any of the subsidiary guarantors, as applicable, (a) issued the notes or incurred the note guarantees with the intent of hindering, delaying or defrauding creditors or (b) received less than reasonably equivalent value or fair consideration in return for either issuing the notes or incurring the note guarantees and, in the case of (b) only, one of the following is also true at the time thereof:

• we or any of the subsidiary guarantors, as applicable, were insolvent or rendered insolvent by reason of the issuance of the notes or the incurrence of the note guarantees;

• the issuance of the notes or the incurrence of the note guarantees left us or any of the subsidiary guarantors, as applicable, with an unreasonably small amount of capital or assets to carry on the business;

• we or any of the subsidiary guarantors intended to, or believed that we or such subsidiary guarantor would, incur debts beyond our or such subsidiary guarantor’s ability to pay as they mature; or

• we or any of the subsidiary guarantors were a defendant in an action for money damages, or had a judgment for money damages docketed against us or the subsidiary guarantor if, in either case, the judgment is unsatisfied after final judgment.

As a general matter, value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or a valid antecedent debt is secured or satisfied. A court would likely find that a subsidiary guarantor did not receive reasonably equivalent value or fair consideration for its note guarantee to the extent the subsidiary guarantor did not obtain a reasonably equivalent benefit directly or indirectly from the issuance of the notes.

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We cannot be certain as to the standards a court would use to determine whether or not we or the subsidiary guarantors were insolvent at the relevant time or, regardless of the standard that a court uses, whether the notes or the note guarantees would be subordinated to our or any of our subsidiary guarantors’ other debt. In general, however, a court would deem an entity insolvent if:

• the sum of its debts, including contingent and unliquidated liabilities, was greater than the fair saleable value of all of its assets;

• the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

• it could not pay its debts as they became due.

If a court were to find that the issuance of the notes or the incurrence of a note guarantee was a fraudulent transfer or conveyance, the court could void the payment obligations under the notes or that note guarantee, could subordinate the notes or that note guarantee to presently existing and future indebtedness of ours or of the related subsidiary guarantor or could require the holders of the notes to repay any amounts received with respect to that note guarantee. In the event of a finding that a fraudulent transfer or conveyance occurred, you may not receive any repayment on the notes. Further, the avoidance of the notes could result in an event of default with respect to our and our subsidiaries’ other debt that could result in acceleration of that debt.

Finally, as a court of equity, the bankruptcy court may subordinate the claims in respect of the notes to other claims against us under the principle of equitable subordination if the court determines that (1) the holder of notes engaged in some type of inequitable conduct, (2) the inequitable conduct resulted in injury to our other creditors or conferred an unfair advantage upon the holders of notes and (3) equitable subordination is not inconsistent with the provisions of the bankruptcy code.

A lowering or withdrawal of the ratings assigned to our debt securities by rating agencies may increase our future borrowing costs and reduce our access to capital.

Our debt currently has a non-investment grade rating, and any rating assigned could be lowered or withdrawn entirely by a rating agency if, in that rating agency’s judgment, future circumstances relating to the basis of the rating, such as adverse changes, so warrant. Consequently, real or anticipated changes in our credit ratings will generally affect the market value of the notes. Credit ratings are not recommendations to purchase, hold or sell the notes. Additionally, credit ratings may not reflect the potential effect of risks relating to the structure or marketing of the notes.

Any future lowering of our ratings likely would make it more difficult or more expensive for us to obtain additional debt financing. If any credit rating initially assigned to the notes is subsequently lowered or withdrawn for any reason, you may not be able to resell your notes without a substantial discount.

Many of the covenants in the Indenture do not apply during any period in which the notes are rated investment grade by both Moody’s and S&P.

Many of the covenants in the Indenture do not apply to us during any period in which the notes are rated investment grade by both Moody’s and Standard & Poor’s, provided at such time no default or event of default has occurred and is continuing. These covenants restrict, among other things, our ability to pay dividends or make distributions, make loans and investments, incur indebtedness and enter into certain other transactions. There can be no assurance that the notes will ever be rated investment grade or, if they are rated investment grade, that the notes will maintain these ratings. However, suspension of these covenants would allow us to engage in certain transactions that would not be permitted while these covenants were in force. To the extent the covenants are subsequently reinstated, any such actions taken while the covenants were suspended would not result in an event of default under the Indenture. See “Description of the Exchange Notes—Certain covenants—Effectiveness of covenants.”

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Risks related to our business

We may be unable to achieve, or may be delayed in achieving, our cost-cutting initiatives, and this may adversely affect its operating results and cash flow.

Prior to the Acquisition, each of Diebold and Wincor Nixdorf launched a number of cost-cutting initiatives to improve operating efficiencies and reduce operating costs. Although in the aggregate we have achieved a substantial amount of annual cost savings associated with these cost-cutting initiatives, we may be unable to sustain the cost savings that we have achieved. In addition, if we are unable to achieve, or have any unexpected delays in achieving, additional cost savings, our results of operations and cash flows may be adversely affected. Even if we meets our goals as a result of these initiatives, we may not receive the expected financial benefits of these initiatives.

We face competition that could adversely affect its sales and financial condition.

All phases of our business are highly competitive. Some of our services and products are in direct competition with similar or alternative services or products provided by our competitors. We encounter competition in price, delivery, service, performance, product innovation, product recognition and quality.

Some of our competitors are extremely large companies, some of which have more financial and technical resources, or more widespread distribution and market penetration for their platforms and service offerings, than we do. In addition, we compete with smaller companies in specific niche portions of the retail banking and retail industries. Because of the potential for consolidation in any market, our competitors may become larger, which could make them more efficient and permit them to be more price-competitive. Increased size could also permit them to operate in wider geographic areas and enhance their abilities in other areas such as research and development and customer service. As a result, this could also reduce our profitability.

We expect that our competitors will continue to develop and introduce new and enhanced services and products. This could cause a decline in market acceptance of our services and products. In addition, our competitors could cause a reduction in the prices for some of our services and products as a result of intensified price competition. Also, we may be unable to effectively anticipate and react to new entrants in the marketplace competing with our services and products.

Competitive pressures can also result in the loss of major customers or the failure to obtain new customers on favorable terms or at all. Larger customers may be able to negotiate lower prices. They may also reduce services if they decide to move services in-house. Further, some customers may exert pricing pressure due to pricing competition or other economic needs or pressures such customers experience from their own customers. On some occasions, this pricing pressure may result in lower revenue from a customer than had been anticipated. For some potential customers, switching from one vendor (or from an internally-developed system) to a new vendor is a significant undertaking. As a result, potential customers often resist change. There can be no assurance that our strategies for overcoming potential customers’ reluctance to change vendors will be successful. An inability to compete successfully could have an adverse effect on our operating results, financial condition and cash flows in any given period.

Our future competitive performance and market position depend on a number of factors, including our ability to:

• react to competitive product and pricing pressures;

• penetrate and meet the changing competitive requirements and deliverables in developing and emerging markets, such as Russia;

• cross-sell additional products and services to our existing customer base;

• rapidly and continually design, develop and market, or otherwise maintain and introduce, innovative solutions and related products and services that are competitive in the marketplace;

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• react on a timely basis to shifts in market demands;

• reduce costs without creating operating inefficiencies or impairing product or service quality;

• maintain competitive operating margins;

• improve product and service delivery quality; and

• effectively market and sell all of our products and services.

We face constant pricing pressure from our customers and competitors with respect to hardware sales, which may decrease our profit margins.

Competition in our hardware market is intense, and we expect that competition will continue to increase, thereby creating a highly aggressive pricing environment. Diebold and some of its competitors have in the past reduced average selling prices. In addition, competitors may reduce their average selling prices faster than our ability to reduce costs, which can also accelerate the rate of decline of our selling prices. When prices decline, we may also be required to write down the value of our inventory.

The effects of such pricing pressures on our business may be exacerbated by inflationary pressures that affect our costs of supply. When we are unable to extract comparable concessions from our suppliers on prices they charge us, this in turn reduces gross profit if we are unable to raise prices. Further, uncertainty or adverse changes in the economy could also lead to a significant decline in demand for our products and pressure to reduce our prices.

The pricing pressure we face on our products requires us to introduce new and more advanced technology products to maintain average selling prices or reduce any declines in average selling prices.

Additional tax expense or additional tax exposures could affect our future profitability.

We are subject to income taxes in both the United States and various non-U.S. jurisdictions, and our domestic and international tax liabilities are dependent upon the distribution of income among these different jurisdictions. If we decide to repatriate cash and cash equivalents and short-term investments residing in international tax jurisdictions, there could be further negative impact on foreign and domestic taxes. Our tax expense includes estimates of additional tax that may be incurred for tax exposures and reflects various estimates and assumptions, including assessments of future earnings that could affect the valuation of our net deferred tax assets. Our future results could be adversely affected by changes in the effective tax rate as a result of a change in the mix of earnings in countries with differing statutory tax rates, changes in our overall profitability, changes in tax legislation, changes in the valuation of deferred tax assets and liabilities, the results of audits and examinations of previously filed tax returns and continuing assessments of our income tax exposures.

In addition, the uncertain tax environment in some regions could limit our ability to enforce our rights. As a globally operating organization, we conduct business in countries subject to complex tax rules, which may be interpreted in different ways. Future interpretations or developments of tax regimes may affect our business, financial condition and results of operations. We are regularly examined by tax authorities in various jurisdictions. With respect to changes in tax legislation, with the finalization of specific actions, or the Actions, contained within the Organization for Economic Cooperation and Development’s, or the OECD’s, Base Erosion and Profit Shifting study, many OECD countries have acknowledged their intent to implement the Actions and update their local tax laws. The extent (if any) to which countries in which we operate adopt and implement the Actions could affect our effective tax rate and its future results from non-U.S. operations.

Additionally, our future results could be adversely affected by the results of indirect tax audits and examinations, and continuing assessments of our indirect tax exposures. For example, in August 2012, one of Diebold’s Brazil subsidiaries was notified of a tax assessment of approximately R$270.0 million, including penalties and interest, regarding certain Brazil federal indirect taxes (Industrialized Products Tax, Import Tax, Programa de Integração

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Social and Contribution to Social Security Financing) for 2008 and 2009. The assessment alleges improper importation of certain components into Brazil’s free trade zone that would nullify certain indirect tax incentives. On September 10, 2012, Diebold filed its administrative defenses with the tax authorities.

In response to an order by the administrative court, the tax inspector provided further analysis with respect to the initial assessment in December 2013 that indicates a potential exposure that is significantly lower than the initial tax assessment received in August 2012. This revised analysis has been accepted by the initial administrative court; however, this matter remains subject to ongoing administrative proceedings and appeals. Accordingly, the combined company cannot provide any assurance that its exposure pursuant to the initial assessment will be lowered significantly or at all. In addition, this matter could negatively impact Brazil federal indirect taxes in other years that remain open under statute. It is reasonably possible that Diebold could be required to pay significant taxes, penalties and interest related to this matter, which could be material to the combined company’s consolidated financial statements. Diebold continues to defend itself in this matter.

Furthermore, beginning in July 2014, Diebold challenged customs rulings in Thailand seeking to retroactively collect customs duties on previous imports of ATMs. Management believes that the customs authority’s attempt to retroactively assess customs duties is in contravention of World Trade Organization agreements and, accordingly, is challenging the rulings. In the third quarter of 2015, Diebold received a prospective ruling from the United States Customs Border Protection that is consistent with its interpretation of the treaty in question. Diebold presented that ruling for consideration in the ongoing dispute with Thailand. The matters are currently in the appeals process and management continues to believe that Diebold has a valid legal position in these appeals. Accordingly, Diebold has not accrued any amount for this contingency; however, Diebold cannot provide any assurance that it will not ultimately be subject to retroactive assessments.

A loss contingency is reasonably possible if it has a more than remote but less than probable chance of occurring. Although management believes Diebold has valid defenses with respect to its indirect tax positions, it is reasonably possible that a loss could occur in excess of the estimated accrual. Diebold estimated the aggregate risk at June 30, 2016 to be up to approximately $209.1 million for its material indirect tax matters, of which approximately $179.1 million and $24.0 million, respectively, relates to the Brazil indirect tax matter and Thailand customs matter disclosed above. The aggregate risk related to indirect taxes is adjusted as the applicable statutes of limitations expire. It is reasonably possible that Diebold could be required to pay taxes, penalties and interest related to this matter or other open years, which could be material to its financial condition and results of operations.

In international markets, we compete with local service providers that may have competitive advantages.

In a number of international markets in each region where we operate, for instance in Brazil and China, we face substantial competition from local service providers that offer competing services and products. Some of these companies may have a dominant market share in their territories and may be owned by local stakeholders. This could give them a competitive advantage. Local providers of competing services and products may also have a substantial advantage in attracting customers in their countries due to more established branding in that country, greater knowledge with respect to the tastes and preferences of customers residing in that country and/or their focus on a single market.

Because our operations are conducted worldwide, they are affected by risks of doing business abroad.

We generate a significant percentage of revenue from operations conducted outside the United States. Diebold’s revenue from international operations amounted to approximately 58.1 percent in 2015, 62.1 percent in 2014 and 57.2 percent in 2013 of total revenue during these respective years. For the year ended September 30, 2015, approximately 68.1 percent of Wincor Nixdorf’s net sales were generated in Europe, approximately 19.8 percent in the Asia/Pacific/Africa region and approximately 12.1 percent in the Americas.

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Accordingly, the combined company’s international operations are subject to the risks of doing business abroad, including, among other things, the following:

• fluctuations in currency exchange rates, particularly in China (renminbi), Brazil (real) and Europe (primarily the euro);

• transportation delays and interruptions;

• political and economic instability and disruptions, including sovereign debt crises;

• the failure of foreign governments to abide by international agreements and treaties;

• restrictions on the transfer of funds;

• the imposition of duties, tariffs and other taxes;

• import and export controls;

• changes in governmental policies and regulatory environments;

• ensuring our compliance with U.S. laws and regulations and applicable laws and regulations in other jurisdictions, including the FCPA, the U.K. Bribery Act, and applicable laws and regulations in other jurisdictions;

• labor unrest and current and changing regulatory environments;

• the uncertainty of product acceptance by different cultures;

• the risks of divergent business expectations or cultural incompatibility inherent in establishing joint ventures with foreign partners;

• difficulties in staffing and managing multi-national operations;

• limitations on the ability to enforce legal rights and remedies;

• reduced protection for intellectual property rights in some countries;

• potentially adverse tax consequences, including conflict and overlap among tax regimes and repatriation of profits;

• potentially longer sales and payment cycles;

• potentially greater difficulties in collecting accounts receivable; and

• data protection and privacy in regard to customer, partner or employee data.

Any of these events could have an adverse effect on our international operations by reducing the demand for our services and products or decreasing the prices at which we can sell our services and products, thereby adversely affecting our financial condition or operating results. We may not be able to continue to operate in compliance with applicable customs, currency exchange control regulations, transfer pricing regulations or any other laws or regulations to which we may be subject. In addition, these laws or regulations may be modified in the future and the combined company may not be able to operate in compliance with those modifications.

Additionally, there are ongoing concerns regarding the short- and long-term stability of the euro and its ability to serve as a single currency for a variety of individual countries. These concerns could lead individual countries to revert, or threaten to revert, to their former local currencies, which could lead to the dissolution of the euro. Should this occur, the assets we hold in a country that re-introduces its local currency could be significantly devalued. Furthermore, the dissolution of the euro could cause significant volatility and disruption to the global economy, which could impact our financial results. Finally, if it were necessary for us to conduct our business in additional currencies, we would be subjected to additional earnings volatility as amounts in these currencies are translated into euros or U.S. dollars.

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We may expand operations into international markets in which we may have limited experience or rely on business partners.

We continually look to expand our services and products into international markets. As we expand into new international markets, we will have only limited experience in marketing and operating services and products in such markets. In other instances, the combined company may rely on the efforts and abilities of foreign business partners in such markets. Certain international markets may be slower than domestic markets in adopting our services and products, and our operations in international markets may not develop at a rate that supports our level of investment. Further, violations of laws by our foreign business partners, or allegations of such violations, could disrupt our business and result in financial penalties and other consequences that may have a material adverse effect on our business, financial condition or results of operations.

Our sales in emerging markets involve numerous additional risks.

We expect that sales to emerging markets will continue to account for a portion of our total net sales, as our business naturally evolves and as developing nations and regions around the world increase their demand for our product offering. Emerging market operations involve various risks, including civil unrest, health concerns, cultural differences such as employment and business practices, volatility in gross domestic product, economic and governmental instability, the potential for nationalization of private assets and the imposition of exchange controls. Operations in China are influenced by a legal system that is still developing and is subject to change. Our growth strategy could be limited by governments supporting local industries. Our business could be adversely affected if future demand, prices and gross domestic product in the markets in which we operate do not develop as favorably as expected due to such regulatory measures. If any of these risks or similar risks associated with international operations were to materialize, our business, financial condition and results of operations could be materially adversely affected.

We may be unable to successfully and effectively manage acquisitions, divestitures and other significant transactions, which could harm our operating results, business and prospects.

As part of our business strategy, we frequently engage in discussions with third parties regarding possible investments, acquisitions, strategic alliances, joint ventures, divestitures and outsourcing arrangements, and we enter into agreements relating to such transactions in order to further our business objectives. In order to pursue this strategy successfully, we must identify suitable candidates, successfully complete transactions, some of which may be large and complex, and manage post-closing issues such as the integration of acquired companies or employees, the divestiture of certain operations, the closure of redundant or inefficient facilities and the rationalization of the workforce of the combined entity. Integration, divestiture and other risks of these transactions can be more pronounced in larger and more complicated transactions, or if multiple transactions are pursued simultaneously. If we fail to identify and successfully complete transactions that further our strategic objectives, we may be required to expend resources to develop products and technology internally. This may put us at a competitive disadvantage and we may be adversely affected by negative market perceptions, any of which may have a material adverse effect on our revenue, gross margin and profitability.

Integration and divestiture issues are complex, time-consuming and expensive and, without proper planning and implementation, could significantly disrupt our business. The challenges involved in integrating and divesting include:

• combining service and product offerings and entering into new markets in which we are not experienced;

• convincing customers and distributors that any such transaction will not diminish client service standards or business focus, preventing customers and distributors from deferring purchasing decisions or switching to other suppliers or service providers (which could result in additional obligations to address customer uncertainty), and coordinating service, sales, marketing and distribution efforts;

• consolidating and rationalizing corporate information technology infrastructure, which may include multiple legacy systems from various acquisitions and integrating software code;

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• minimizing the diversion of management attention from ongoing business concerns;

• persuading employees that business cultures are compatible, maintaining employee morale and retaining key employees, integrating employees into the combined company, correctly estimating employee benefit costs and implementing restructuring programs;

• coordinating and combining administrative, service, manufacturing, research and development and other operations, subsidiaries, facilities and relationships with third parties in accordance with local laws and other obligations while maintaining adequate standards, controls and procedures;

• achieving savings from supply chain and administration integration; and

• efficiently divesting business operations, which may involve the de-integration of such operations from embedded systems and processes and the disaggregation and transfer of customer and other data.

We evaluate and enter into these types of transactions on an ongoing basis. We may not fully realize all of the anticipated benefits of any transaction, including the Acquisition, and the timeframe for achieving benefits of a transaction may depend partially upon the actions of employees, suppliers or other third parties. In addition, the pricing and other terms of our contracts for these transactions require us to make estimates and assumptions at the time we enter into these contracts, and, during the course of our due diligence, we may not identify all of the factors necessary to estimate costs accurately. Any increased or unexpected costs, unanticipated delays or failure to achieve contractual obligations could make these agreements less profitable or unprofitable.

Managing these types of transactions requires varying levels of management resources, which may divert our attention from other business operations. These transactions could result in significant costs and expenses and charges to earnings, including those related to severance pay, early retirement costs, employee benefit costs, asset impairment charges, charges from the elimination of duplicative facilities and contracts, in-process research and development charges, inventory adjustments, assumed litigation, regulatory compliance and other liabilities, legal, accounting and financial advisory fees and required payments to executive officers and key employees under retention plans. Moreover, we could incur additional depreciation and amortization expense over the useful lives of certain assets acquired in connection with these transactions, and, to the extent that the value of goodwill or intangible assets with indefinite lives acquired in connection with a transaction becomes impaired, we may be required to incur additional material charges relating to the impairment of those assets. In order to complete an acquisition, we may issue common shares, potentially creating dilution for existing shareholders, or borrow funds, which could affect our financial condition, results of operations and potentially our credit ratings. Any prior or future downgrades in our credit rating associated with a transaction could adversely affect the combined company’s ability to borrow and its borrowing cost, and result in more restrictive borrowing terms. In addition, our effective tax rate on an ongoing basis is uncertain, and such transactions could impact our effective tax rate. We also may experience risks relating to the challenges and costs of closing a transaction and the risk that an announced transaction may not close. As a result, any completed, pending or future transactions may contribute to financial results that differ materially from your expectations.

We have a significant amount of long-term assets, including goodwill and other intangible assets, and any future impairment charges could adversely impact our results of operations.

We review long-lived assets, including property, plant and equipment and identifiable amortizing intangible assets, for impairment whenever changes in circumstances or events may indicate that the carrying amounts are not recoverable. If the fair value is less than the carrying amount of the asset, a loss is recognized for the difference. Factors which may cause an impairment of long-lived assets include significant changes in the manner of use of these assets, negative industry or market trends, a significant underperformance relative to historical or projected future operating results, or a likely sale or disposal of the asset before the end of its estimated useful life.

As of June 30, 2016, Diebold had $169.2 million of goodwill. The combined company will assess all existing goodwill at least annually for impairment on a reporting unit basis. The techniques that will be used in our

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qualitative and quantitative assessment and goodwill impairment tests will incorporate a number of estimates and assumptions will be subject to change. Although we believe these estimates and assumptions will be reasonable and reflect market conditions forecast at the assessment date, any changes to these assumptions and estimates due to market conditions or otherwise may lead to an outcome where impairment charges would be required in future periods.

System security risks, systems integration and cybersecurity issues could disrupt our internal operations or services provided to customers, and any such disruption could adversely affect revenue, increase costs, and harm the combined company’s business and reputation.

Experienced computer programmers and hackers may be able to penetrate our network security and misappropriate our own confidential information or those of our customers, corrupt data, create system disruptions or cause shutdowns. A network security breach could be particularly harmful if it remained undetected for an extended period of time. Groups of hackers may also act in a coordinated manner to launch distributed denial of service attacks, or other coordinated attacks, that may cause service outages or other interruptions. We could incur significant expenses in addressing problems created by network security breaches, such as the expenses of deploying additional personnel, enhancing or implementing new protection measures, training employees or hiring consultants. Further, such corrective measures may later prove inadequate. Moreover, actual or perceived security vulnerabilities in the combined company’s services and products could cause significant reputational harm, causing the combined company to lose existing or potential customers. Reputational damage could also result in diminished investor confidence. Actual or perceived vulnerabilities may also lead to claims against us. Although our license agreements typically contain provisions that eliminate or limit our exposure to such liability, there is no assurance these provisions will withstand legal challenges.

We could also incur significant expenses in connection with customers’ system failures. If defects or errors delay product installation or make it more difficult, we could experience delays in customer acceptance, or if our products require significant amounts of customer support, it could result in incremental costs to us. In addition, customers may deploy our software in both standard and non-standard configurations in different environments with different computer platforms, system management software and equipment and networking configurations, which may increase the likelihood of technical difficulties. Our products may need to be integrated with other components or software, and, in the event that there are defects or errors, it may be difficult to determine the origin of such defects or errors.

In addition, sophisticated hardware and operating system software and applications that we produce or procure from third parties may contain defects in design or manufacture, including “bugs” and other problems that could unexpectedly interfere with the operation of the system. The costs to eliminate or alleviate security problems, viruses and bugs could be significant, and the efforts to address these problems could result in interruptions, delays or cessation of service that could impede sales, manufacturing, distribution or other critical functions.

Portions of our information technology infrastructure also may experience interruptions, delays or cessations of service or produce errors in connection with systems integration or migration work that takes place from time to time. We may not be successful in implementing new systems, and transitioning data and other aspects of the process could be expensive, time-consuming, disruptive and resource-intensive. Such disruptions could adversely impact the ability to fulfill orders and interrupt other processes and, in addition, could adversely impact our ability to maintain effective internal control over financial reporting. Delayed sales, lower margins, lost customers or diminished investor confidence resulting from these disruptions could adversely affect our business, financial results and reputation.

Cybersecurity and data privacy issues could negatively impact our business.

We collect, use and store personal information of our customers and their personnel in connection with certain of our service offerings. We also may have access to personal information of our customers’ customers in the

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course of servicing our products or third-party products. Additionally, we collect, use and store personal information of our employees and of contractor personnel in the ordinary course of business. While we use commercially available security technologies to safeguard this personal data and implements access controls to limit the risk of unauthorized use or disclosure by employees and contractors, a breach of these security measures could result in unauthorized access to, or disclosure of, personal data, resulting in claims, costs and reputational harm that could materially and adversely affect our operating results.

We may also detect, or may receive notice from third parties (including governmental agencies) regarding, potential vulnerabilities in our information technology systems, our products, or third-party products used in conjunction with our products. Even if these potential vulnerabilities do not result in a data breach, their existence can adversely affect customer confidence and our reputation in the marketplace. To the extent such vulnerabilities require remediation, such remedial measures could require significant resources and may not be implemented before such vulnerabilities are exploited.

An inability to attract, retain and motivate key employees could harm current and future operations.

In order to be successful, we must attract, retain and motivate executives and other key employees, including those in managerial, professional, administrative, technical, sales, marketing and information technology support positions. We also must keep employees focused on our strategies and goals. Hiring and retaining qualified executives, engineers and qualified sales representatives are critical to our future, and competition for experienced employees in these areas can be intense. The failure to hire or loss of key employees could have a significant impact on our operations.

In addition, if any of our senior management team or key employees joins a competitor, we may lose clients, suppliers, know-how and key IT professionals and staff members. Additionally, there could be unauthorized disclosure or use of our technical knowledge, practices or procedures by such personnel. If any dispute arises between any members of our senior management team or key employees and us, any noncompetition, nonsolicitation and nondisclosure agreements we have with its senior executives or key employees might not provide effective protection to us in light of legal uncertainties associated with the enforceability of such agreements.

We may not be able to generate sufficient cash flows to fund its operations and make adequate capital investments, or to make payments with respect to the notes.

Our cash flows from operations depend primarily on sales and service margins. To develop new service and product technologies, support future growth, achieve operating efficiencies and maintain service and product quality, we must make significant capital investments in manufacturing technology, facilities and capital equipment, research and development, and service and product technology. In addition to cash provided from operations, Diebold and Wincor Nixdorf have from time to time utilized external sources of financing. Depending upon general market conditions or other factors, the combined company may not be able to generate sufficient cash flows to fund its operations and make adequate capital investments, or to make payments with respect to indebtedness. In addition, any tightening of the credit markets may limit our ability to obtain alternative sources of cash to fund our operations.

New service and product developments may be unsuccessful.

We are constantly looking to develop new services and products that complement or leverage the underlying design or process technology of our traditional service and product offerings. We make significant investments in service and product technologies and anticipate expending significant resources for new software-led services and product development over the next several years. Our ability to successfully grow our software and services businesses depends on a number of different factors, among others, including market acceptance of our software solutions and expanding our services capabilities and geographic coverage. In addition, development of these

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businesses may require increased capital and research and development expenses and resource allocation, and these costs may reduce our gross margins and the return on these investments may be lower, or may develop more slowly, than expected.

To achieve market acceptance and high customer satisfaction, new products and product enhancements often require long development and testing periods. Development work and market introductions are subject to risks. For example, products might not completely meet our stringent high-quality standards, including security standards, might not fulfill market needs or customer expectations, or might not comply with local standards and requirements. Therefore, market launches, entering new markets, or the introduction of new innovations could be delayed or unsuccessful.

In addition, new products, including third-party technologies we have licensed and open source software components used in those products, could contain undetected defects or they might not be mature enough from the customer’s point of view for business-critical solutions. The detection and correction of any defects especially after shipment could be expensive and time-consuming and the combined company might not be able to meet the expectations of customers regarding time and quality in the defect resolution process. In some circumstances, we might not be in a position to rectify such defects or entirely meet the expectations of customers, specifically as we are expanding our product portfolio into additional markets. As a result, we might be faced with customer claims for cash refunds, damages, replacement software, or other concessions. The risk of defects and their adverse consequences could increase as we seek to introduce a variety of new and complex software products simultaneously. Significant undetected defects or delays in introducing new products or product enhancements could affect market acceptance of our software products and could have an adverse effect on our reputation, business, financial position, profit, and cash flows.

The use of existing software products by customers in business-critical solutions and processes and the relative complexity and technical interdependency of our software products create a risk that customers or third parties may pursue warranty, performance, or other claims against us for actual or alleged defects in our software products, in our provision of services, or in our application hosting services. We have in the past been, and may in the future be, subject to warranty, performance, or other similar claims. In addition, regardless of the merits of a claim, such claim could entail substantial expense and require the devotion of significant time and attention by key management personnel. Publicity surrounding such claims could affect our reputation and the demand for our software.

There can be no assurance that our service and product development efforts will be successful, that we will be able to cost effectively develop or manufacture these new services and products, that we will be able to successfully market these services and products or that margins generated from sales of these services and products will recover costs of development efforts. If we are not successful in growing our software and services businesses and expanding our customer base at the rate that is anticipated, we may not meet our growth and gross margin expectations, and operating results could be negatively impacted.

Our ability to anticipate and respond to changing industry trends and the needs and preferences of our customers may affect our competitiveness or demand for our products, which may adversely affect our operating results.

The industries in which we operate are subject to rapid technological advancements, new products and services, including mobile payment applications, an evolving competitive landscape, developing industry standards, and changing customer needs and preferences. We expect that new services and technologies applicable to the banking and retail industries will continue to emerge. These changes in technology may limit the competitiveness of and demand for our products and services. Also, our customers and their clients continue to adopt new technologies for business and personal uses. We must anticipate and respond to these changes in order to remain competitive within our relative markets. In addition, customers’ and their clients’ potential negative reaction to our products and services can spread quickly through social media and damage our reputation before we have the

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opportunity to respond. If the combined company is unable to anticipate or respond to technological changes or evolving industry standards on a timely basis, its ability to remain competitive could be materially adversely affected.

The development process for our products and services requires high levels of innovation from our research and development and product development teams and suppliers of the components embedded or incorporated in our products and services. In addition, we may need to build or expand, and maintain, infrastructure in order to support certain of our products and services. The development process also can be lengthy and costly, and requires us to commit a significant amount of resources to bring our business solutions to market. If we are unable to anticipate our customers’ needs and technological and industry trends accurately, or is otherwise unable to complete development efficiently, the combined company would be unable to introduce new products and services into the market on a timely basis, if at all, and its business and operating results could be impacted. Likewise, the combined company sometimes makes assurances to customers regarding the operability and specifications of new technologies, and our results could be impacted if we are unable to deliver such technologies, or if such technologies do not perform as planned. Once we have developed new products and services, if we cannot successfully market and sell those products and services, our business and operating results could be adversely affected.

Our ability to maintain effective internal control over financial reporting may be insufficient to allow us to accurately report our financial results or prevent fraud, and this could cause our financial statements to become materially misleading and adversely affect the market price of the notes.

We require effective internal control over financial reporting in order to provide reasonable assurance with respect to our financial reports and to effectively prevent fraud. Internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud. Therefore, even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. If we cannot provide reasonable assurance with respect to our financial statements and effectively prevent fraud, our financial statements could become materially misleading, which could adversely affect the market price of the notes.

If we are not able to maintain the adequacy of our internal control over financial reporting, including any failure to implement required new or improved controls, or if we experience difficulties in their implementation, our business, financial condition and operating results could be harmed. Any material weakness could affect investor confidence in the accuracy and completeness of our financial statements. As a result, our ability to obtain any additional financing, or additional financing on favorable terms, could be materially and adversely affected. This, in turn, could materially and adversely affect our business, financial condition and the market value of our securities and require us to incur additional costs to improve our internal control systems and procedures. In addition, perceptions of us among customers, lenders, investors, securities analysts and others could also be adversely affected.

Diebold has had material weaknesses in its internal control over financial reporting in the past, and the combined company can give no assurances that any additional material weaknesses will not arise in the future due to our failure to implement and maintain adequate internal control over financial reporting. In addition, although Diebold has been successful historically in strengthening its controls and procedures, those controls and procedures may not be adequate to prevent or identify irregularities or ensure the fair presentation of the combined company’s financial statements included in its periodic reports filed with the SEC.

Low investment performance by Diebold’s domestic pension plan assets may result in an increase to the combined company’s net pension liability and expense, which may require it to fund a portion of its pension obligations and divert funds from other potential uses.

Diebold sponsors several defined benefit pension plans that cover certain eligible employees. Diebold’s pension expense and required contributions to its pension plans are directly affected by the value of plan assets, the

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projected rate of return on plan assets, the actual rate of return on plan assets and the actuarial assumptions it uses to measure the defined benefit pension plan obligations. A significant market downturn could occur in future periods resulting in a decline in the funded status of its pension plans and causing actual asset returns to be below the assumed rate of return used to determine pension expense. If return on plan assets in future periods perform below expectations, future pension expense will increase. Further, as a result of global economic instability in recent years, Diebold’s pension plan investment portfolio has been volatile.

Diebold establishes discount rate used to determine the present value of the projected and accumulated benefit obligations at the end of each year based upon the available market rates for high quality, fixed income investments. Diebold matches the projected cash flows of its pension plans against those generated by high-quality corporate bonds. The yield of the resulting bond portfolio provides a basis for the selected discount rate. An increase in the discount rate would reduce the future pension expense and, conversely, a decrease in the discount rate would increase the future pension expense.

Based on current guidelines, assumptions and estimates, including investment returns and interest rates, Diebold does not plan to make contributions to its pension plans in 2016. Changes in the current assumptions and estimates could result in contributions in years beyond 2016 that are greater than the projected 2016 contributions required. We cannot predict whether changing market or economic conditions, regulatory changes or other factors will further increase its pension expenses or funding obligations, diverting funds it would otherwise apply to other uses.

Our businesses are subject to inherent risks, some for which we maintain third-party insurance and some for which we self-insure. We may incur losses and be subject to liability claims that could have a material adverse effect on our financial condition, results of operations or cash flows.

We maintain insurance policies that provide limited coverage for some, but not all, of the potential risks and liabilities associated with our businesses. The policies are subject to deductibles and exclusions that result in our retention of a level of risk on a self-insurance basis. For some risks, we may not obtain insurance if we believe the cost of available insurance is excessive relative to the risks presented. As a result of market conditions, premiums and deductibles for certain insurance policies can increase substantially, and in some instances, certain insurance may become unavailable or available only for reduced amounts of coverage. As a result, we may not be able to renew our existing insurance policies or procure other desirable insurance on commercially reasonable terms, if at all. Even where insurance coverage applies, insurers may contest their obligations to make payments. Our financial condition, results of operations and cash flows could be materially and adversely affected by losses and liabilities from un-insured or under-insured events, as well as by delays in the payment of insurance proceeds, or the failure by insurers to make payments. We also may incur costs and liabilities resulting from claims for damages to property or injury to persons arising from our operations.

Diebold’s assumptions used to determine its self-insurance liability could be wrong and materially impact our business.

Diebold has evaluated its self-insurance liability based on historical claims experience, demographic factors, severity factors and other actuarial assumptions. However, if future occurrences and claims differ from these assumptions and historical trends, our business, financial results and financial condition could be materially impacted by claims and other expenses.

Demand for and supply of our services and products may be adversely affected by numerous factors, some of which we cannot predict or control. This could adversely affect our operating results.

Numerous factors may affect the demand for and supply of our services and products, including:

• changes in the market acceptance of our services and products;

• the mix of products that the combined company sells during any period;

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• competitor consolidation;

• the entry of new competitors into the market;

• development of new competitive products or services by others;

• customer consolidation, which may reduce the number of customers and potential customers, create larger banks or financial institutions that may decide to perform in-house some or all of the services that we currently provide, and provide greater leverage to larger customers in negotiating terms with us;

• changes in customer preferences;

• changes in the amount the combined company spends for marketing and other efforts;

• declines in general economic conditions;

• changes in the combined company’s pricing policies or those of its competitors, including its responses to price competition;

• delays between expenditures to develop and market new or enhanced products and services and the generation of sales from those products and services;

• delays between expenditures to develop, acquire or license new technologies and processes, and the generation of sales related thereto;

• changes in environmental regulations that would limit our ability to service and sell products in specific markets or that would increase our costs of production;

• macro-economic factors affecting banks, credit unions and other financial institutions may lead to cost-cutting efforts by customers, which could cause us to lose current or potential customers or achieve less revenue per customer; and

• availability of purchased products.

If any of these factors occur, the demand for and supply of our services and products could suffer, which could adversely affect our results of operations.

Increased energy and raw material costs could reduce our income.

Energy prices, particularly petroleum prices, are cost drivers for our business. In recent years, the price of petroleum has been highly volatile, particularly due to the unstable political conditions in the Middle East and increasing international demand from emerging markets. Price increases in fuel and electricity costs, such as those increases that may occur from climate change legislation or other environmental mandates, may continue to increase our cost of operations. Any increase in the costs of energy would also increase our transportation costs.

The primary raw materials in our product solutions are steel, plastics, and electronic parts and components. The majority of our raw materials are purchased from various local, regional and global suppliers pursuant to supply contracts. However, the price of these materials can fluctuate under these contracts in tandem with the pricing of raw materials.

Although we attempt to pass on higher energy and raw material costs to our customers, it is often not possible given the competitive markets in which we operate. If the combined company is not able to compensate for its increased costs or pass them on to customers, price increases could have a material adverse impact on the combined company’s business, financial condition and results of operations. In contrast, in times of falling commodity prices, it may not fully profit from such price decreases as it attempts to reduce the risk of rising commodity prices by several means, such as long-term contracting or physical and financial hedging. In addition

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to price pressure that the combined company may face from customers expecting to benefit from falling commodity prices or adverse market conditions, this could also adversely affect the combined company’s business, financial condition and results of operations.

We may face the interruption of our supply chain, including the inability of third parties to deliver parts, components and services on time.

Our financial performance depends in part on reliable and effective supply chain management for components, sub-assemblies and other materials. Capacity constraints and supply shortages resulting from ineffective supply chain management may lead to delays and additional cost. We rely on third parties to supply us with parts, components and services. Using third parties to manufacture, assemble and test products reduces our control over manufacturing yields, quality assurance, product delivery schedules and costs. The third parties that supply us with parts and components also have other customers and may not have sufficient capacity to meet all of their customers’ needs, including our needs, during periods of excess demand. Component supply delays can affect our performance.

Although we work closely with our suppliers to avoid supply-related problems, there can be no assurance that we will not encounter supply problems in the future or that we will be able to replace a supplier that is not able to meet our demand. This risk is particularly evident when we rely on a limited number of suppliers, such as the suppliers we rely on for the provision of certain contract manufacturing services and the provision of certain original equipment manufacturer, or OEM, products. Shortages and delays could materially harm our business. Unanticipated increases in the price of components or raw materials due to market shortages or other reasons could also adversely affect the performance of our business. Furthermore, we may be exposed to the risk of delays and interruptions of the supply chain as a consequence of natural disasters in case we are unable to identify alternative sources of supply or ways of transportation in a timely manner or at all. A general shortage of materials, components or sub-components as a result of natural disasters also bears the risk of unforeseeable fluctuations in prices and demand, which might adversely affect our business, financial condition and results of operations.

Our business may be affected by general economic conditions, cyclicality and uncertainty and could be adversely affected during economic downturns.

Demand for our services and products is affected by general economic conditions and the business conditions of the industries in which we sell our services and products. The business of most of our customers, particularly our financial institution customers, is, to varying degrees, cyclical and has historically experienced periodic downturns. Under difficult economic conditions, customers may seek to reduce discretionary spending by forgoing purchases of our services and products. This risk is magnified for capital goods purchases such as ATMs and physical security products. In addition, downturns in our customers’ industries, even during periods of strong general economic conditions, could adversely affect the demand for our services and products, and our sales and operating results.

In particular, continuing economic difficulties in the global markets have led to an economic recession in many of the markets in which we operate. Economic and credit conditions are influenced by a number of factors, including consumer confidence, unemployment levels, interest rates, foreign exchange rates, and the effects of government actions to address sovereign debt issues, improve global credit markets and generally stimulate economic growth. Slower growth in emerging markets can particularly have an adverse effect on the combined company’s results. Negative global economic conditions also may have a material effect on its customers’ ability to obtain financing for the purchase of the combined company’s products and services, which could adversely affect its operating results. As a result of these difficulties and other factors, including new or increased regulatory burdens, financial institutions have failed and may continue to fail, resulting in a loss of current or potential customers, or deferred or canceled orders, including orders previously placed. Any customer deferrals or cancellations could materially affect our sales and operating results.

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Additionally, the unstable political conditions in the Middle East, among others, or the sovereign debt concerns of certain countries could lead to further financial, economic and political instability, and this could lead to an additional deterioration in general economic conditions. If we are not successful in adapting our production and cost structure to subsequent changes to conditions in the markets in which we operate, there can be no assurance that we will not experience adverse effects that may be material to our business, financial condition and results of operations.

Social and political instability caused by state-based conflicts, terrorist attacks, civil unrest, war, or international hostilities, as well as pandemic disease outbreaks or natural disasters, could disrupt our business operations.

Terrorist attacks and other acts of violence or war, civil and political unrest (such as in the Middle East, in Ukraine, and in certain parts of Africa), natural disasters (such as hurricanes, flooding, or similar events) or pandemic diseases (such as Ebola or Zika) could have a significant adverse effect on the related economy or beyond. Such an event could lead, for example, to the disruption or disablement of operations at certain of our locations, and could affect our ability to provide business services and maintain effective business operations. Furthermore, this could have a significant adverse effect on our suppliers as well as our customers and their investment decisions, which could have an adverse effect on our reputation, business, financial position, profit, and cash flows.

The proliferation of payment options other than cash, including credit cards, debit cards, stored-value cards, and mobile payments options could result in a reduced need for cash in the marketplace and a resulting decline in the usage of ATMs.

The United States, Europe and other developed markets have seen a shift in consumer payment trends since the late 1990’s, with more customers now opting for electronic forms of payment, such as credit cards and debit cards, for their in-store purchases over traditional paper-based forms of payment, such as cash and checks. Additionally, some merchants offer free cash back at the POS for customers that utilize debit cards for their purchases, thus providing an additional incentive for consumers to use these cards. The continued growth in electronic payment methods could result in a reduced need for cash in the marketplace and ultimately, a decline in the usage of ATMs. New payment technology and adoption of such technology such as Apple Pay or Square mobile payment technology, virtual currencies such as Bitcoin, or other new payment method preferences by consumers could further reduce the general population’s need or demand for cash and negatively impact sales of ATMs and selected hardware, software and services. To the extent either of these industries experiences a downturn and we are unable to penetrate and expand into other industries, our results of operations may be adversely affected. Additionally, if any of these industries develops new technologies or alternatives to our hardware or software products, our results of operations could be adversely affected.

A combined Diebold and Wincor Nixdorf may fail to realize the anticipated strategic and financial benefits sought from the Acquisition.

The combined company may not realize all of the anticipated benefits of the Acquisition or realize such benefits in the anticipated time frame of three full years after the completion of the Acquisition. The success of the Acquisition will depend on, among other things, Diebold’s ability to combine its business with Wincor Nixdorf’s business in a manner that facilitates growth in the value-added services sector and realizes anticipated cost savings. Diebold believes that the Acquisition will provide an opportunity for revenue growth in managed services, professional services, installation and maintenance services.

However, Diebold must successfully combine the businesses of Diebold and Wincor Nixdorf in a manner that permits these anticipated benefits to be realized. In addition, the combined company must achieve the anticipated growth and cost savings without adversely affecting current revenues and investments in future growth. Further, providing managed services, professional services, installation and maintenance services can be highly complex

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and can involve the design, development, implementation and operation of new solutions and the transitioning of clients from their existing systems and processes to a new environment. If the combined company is not able to effectively provide value-added services and successfully achieve the growth and cost savings objectives, the anticipated benefits of the Acquisition may not be realized fully, or at all, or may take longer to realize than expected.

Diebold may be unable to integrate Wincor Nixdorf successfully.

Integrating the operations and personnel of Wincor Nixdorf with Diebold will involve complex operational, technological and personnel-related challenges. This process will be time-consuming and expensive, and it may disrupt the businesses of either or both of the companies. The combined company may not realize all of the anticipated benefits of the Acquisition. Difficulties in the integration of the business, which may result in significant costs and delays, include:

• managing a significantly larger combined company;

• integrating and unifying the offerings and services available to customers and coordinating distribution and marketing efforts;

• coordinating corporate and administrative infrastructures and harmonizing insurance coverage;

• unanticipated issues in coordinating accounting, information technology, communications, administration and other systems;

• difficulty addressing possible differences in corporate cultures and management philosophies;

• challenges associated with changing Wincor Nixdorf’s financial reporting from IFRS to GAAP and compliance with the Sarbanes-Oxley Act of 2002, as amended, and the rules promulgated thereunder by the SEC;

• legal and regulatory compliance;

• creating and implementing uniform standards, controls, procedures and policies;

• harmonizing the Diebold and Wincor Nixdorf legal and regulatory compliance procedures, as well as economic sanctions and trade compliance procedures;

• litigation relating to the transactions contemplated by a potential post-completion reorganization, including shareholder litigation;

• diversion of management’s attention from other operations;

• maintaining existing agreements and relationships with customers, distributors, providers and vendors and avoiding delays in entering into new agreements with prospective customers, distributors, providers and vendors;

• realizing benefits as a combined company from Wincor Nixdorf’s restructuring program, which we refer to as the Delta Program, and the shift to providing information technology from hardware;

• unforeseen and unexpected liabilities related to the Acquisition or Wincor Nixdorf’s business, including the risk that certain Diebold executive officers who will become members of Wincor Nixdorf’s supervisory board may be subject to additional fiduciary duties and liability;

• identifying and eliminating redundant and underperforming functions and assets;

• effecting actions that may be required in connection with obtaining regulatory approvals; and

• a deterioration of credit ratings.

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Combining the businesses of Diebold and Wincor Nixdorf may be more difficult, costly or time-consuming than expected, which may adversely affect the combined company’s results.

If the combined company is not able to successfully combine the businesses of Diebold and Wincor Nixdorf in an efficient and effective manner, the anticipated benefits and cost savings of the Acquisition may not be realized fully, or at all, or it may take longer to realize them and at a significantly greater cost than expected.

An inability to realize the full extent of the anticipated benefits and cost savings of the Acquisition, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, level of expenses and operating results of the combined company, which may adversely affect the market price of the notes.

In addition, the actual integration may result in additional and unforeseen costs and expenses, and the anticipated benefits of the integration plan may not be realized or sustainable. Actual growth and cost savings, if achieved, may be lower than what Diebold currently expects and may take longer to achieve than anticipated. If Diebold is not able to adequately address integration challenges, the combined company may be unable to successfully integrate Wincor Nixdorf’s operations or to realize the anticipated benefits of the integration of the two companies.

A combined Diebold and Wincor Nixdorf may experience operational challenges, negative synergies and loss of customers.

Prior to the Acquisition, Diebold and Wincor Nixdorf competed for and provided certain services and products to the same customers. As a combined company, Diebold may lose customers or its share of customers’ business as entities that were customers of both Diebold and Wincor Nixdorf seek to diversify their suppliers of services and products. Following the Acquisition, customers may no longer distinguish between Diebold and Wincor Nixdorf and their respective services and products. Retail and banking customers in particular may turn to competitors of Diebold and Wincor Nixdorf for products and services that they received from Diebold and Wincor Nixdorf prior to the Acquisition. As a result, the combined company may lose customers and revenues may decrease. In addition, third parties with whom Diebold and Wincor Nixdorf currently have relationships may terminate or otherwise reduce the scope of their relationship with either party. Any such loss of business could limit the combined company’s ability to achieve the anticipated benefits of the Acquisition.

The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and may not be an indication of Diebold’s future results of operations or financial condition. The actual future results of operations and financial condition of Diebold may be substantially different, which may adversely affect the market price of the notes.

The unaudited pro forma condensed combined financial information included and incorporated by reference in this prospectus is presented for illustrative purposes only and should not be considered to be an indication of Diebold’s future results of operations or financial condition. The unaudited pro forma condensed combined financial information has been derived from the historical financial statements of Diebold and Wincor Nixdorf and adjustments, assumptions and preliminary estimates have been made in connection with the preparation of this information. These adjustments, assumptions and estimates are preliminary and based on information available at the time of the preparation of this prospectus, and these kinds of adjustments, assumptions and estimates are difficult to make with accuracy. For example, the unaudited pro forma condensed combined financial information does not reflect all costs to be incurred by Diebold in connection with the Acquisition. For example, the impact of any incremental costs incurred in coordinating the operations of Diebold and Wincor Nixdorf are not reflected in the unaudited pro forma condensed combined financial information included and incorporated by reference in this prospectus. As a result, the actual future results of operations and financial condition of Diebold may not be consistent with, or evident from, this unaudited pro forma condensed combined financial information, and any differences may be material. The assumptions used in preparing the unaudited pro

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forma condensed combined financial information included and incorporated by reference in this prospectus may not prove to be accurate, and other factors may materially affect Diebold’s future results of operations or financial condition. Any potential decline in Diebold’s financial condition or results of operations may adversely affect the market price of the notes.

We may be unable to retain and motivate Wincor Nixdorf and/or Diebold personnel successfully.

The success of the Acquisition will depend in part on our ability to retain the talents and dedication of key employees. Such employees may decide not to remain with the combined company. If key employees terminate their employment, or if an insufficient number of employees is retained to maintain effective operations, our business activities may be adversely affected and management’s attention may be diverted from successfully integrating Wincor Nixdorf to hiring suitable replacements, all of which may cause the combined company’s business to suffer. We may not be able to locate suitable replacements for any key employees who leave, or offer employment to potential replacements on reasonable terms. In addition, we may not be able to motivate certain key employees due to organizational changes, reassignments of responsibilities, the perceived lack of appropriate opportunities for advancement or other reasons.

Diebold and Wincor Nixdorf incurred and will incur significant transaction fees and costs in connection with the Acquisition.

Diebold and Wincor Nixdorf have incurred and expect to incur a number of significant non-recurring implementation and restructuring costs associated with combining the operations of the two companies. In addition, Diebold and Wincor Nixdorf have incurred and will incur significant financing, investment banking, legal, accounting and other transaction fees and costs related to the Acquisition, which we currently estimate to be approximately $145.3 million less $4.3 million of net hedging gains. Furthermore, we currently expect the costs to achieve the cost savings attributable to the combination to be approximately $160.0 million. Additional costs substantially in excess of these currently anticipated costs may also be incurred in connection with the integration of the businesses of Diebold and Wincor Nixdorf.

Although Diebold and Wincor Nixdorf expect that the cost savings, as well as the realization of other efficiencies related to the integration of the businesses, will offset these transaction- and combination-related costs over time, this net benefit may not be achieved in the near term, or at all. In addition, the timeline in which cost savings are expected to be realized is lengthy and may not be achieved. Our failure to realize these synergies and other efficiencies in a timely manner or at all could have a material adverse effect on our business and cash flows, financial condition and results of operations.

The business combination remains subject to antitrust review by the Competition and Markets Authority of the United Kingdom, which, if approval is delayed or not granted, may impact our ability to integrate Wincor Nixdorf successfully.

While the Acquisition closed on August 15, 2016, and, accordingly, Wincor Nixdorf is an indirect subsidiary of Diebold, the business combination remains subject to review by the Competition and Markets Authority of the United Kingdom, or CMA. Although receipt of clearance from the CMA was not a condition to the consummation of the business combination, Diebold and Wincor Nixdorf are required to operate their businesses in the U.K. separately until such clearance has been received. The CMA has broad discretion in administering the governing regulations and may impose requirements, limitations or costs, mandate remedies, such as divestitures of certain business assets, or place additional restrictions on the conduct of our businesses, to ensure sufficient competition in the U.K. market. No assurance can be given as to the ultimate impact and outcome of the CMA review, that approval from the CMA will be obtained, or the terms, conditions and timing of such approval. Any delay or uncertainty relating to such approval may result in additional transaction costs and make it more difficult for us to maintain or pursue particular business strategies and integrate Wincor Nixdorf successfully. Conditions imposed by the CMA may restrict our ability to modify the operations of our business in response to changing

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circumstances or our ability to expend cash for other uses or otherwise have an adverse effect on the anticipated benefits of the business combination, thereby adversely impacting the business, financial condition and results of operations of Diebold.

Regulatory and legal risks pertaining to the combined company

An adverse determination that our services, products or manufacturing processes infringe the intellectual property rights of others, an adverse determination in a case in which we allege that a competitor has infringed our intellectual property rights, or our failure to enforce our intellectual property rights could have a materially adverse effect on our business, operating results or financial condition.

As is common in any high technology industry, others have asserted from time to time, and may assert in the future, that our services, products or manufacturing processes infringe their intellectual property rights. A court determination that our services, products or manufacturing processes infringe the intellectual property rights of others could result in significant liability and/or require us to make material changes to our services, products and/or manufacturing processes. We are unable to predict the outcome of assertions of infringement made against us.

We also seek to enforce our intellectual property rights against infringement. It is critical to our continued development of products that we be able to protect and enhance our proprietary rights in our intellectual property through patent, copyright, trademark and trade secret laws. These efforts include protection of the products and the application, diagnostic and other software we develop. In October 2015, Diebold filed a complaint with the U.S. International Trade Commission, or the ITC, and the U.S. District Court for the Northern District of Ohio alleging that Nautilus Hyosung Inc., and its subsidiary Nautilus Hyosung America Inc., infringed Diebold patents in certain ATMs. The complaints allege that Hyosung has infringed upon six Diebold patents which relate to features in Hyosung products. Based upon the complaint filed by Diebold, the ITC has decided to institute an investigation and has set a target date to complete the investigation in the first quarter of 2017. In response to these actions taken by Diebold, in February 2016, Nautilus Hyosung filed complaints against Diebold in front of the ITC and U.S. District Court for the Northern District of Texas alleging that Diebold infringed certain Nautilus Hyosung patents. Diebold is vigorously defending the claims asserted by Nautilus Hyosung.

We cannot assure you that any of our existing or future patents or other intellectual property rights will be enforceable, will not be challenged, invalidated or circumvented, or will otherwise provide us with meaningful protection or any competitive advantage. In addition, our pending patent applications may not be granted, and we may not be able to obtain foreign patents or elect to file applications corresponding to our European Union and/or U.S. patents. The laws of certain countries outside the European Union and the United States may not provide the same level of patent protection as in the European Union and the United States, and even if we assert our patents or obtain additional patents in countries outside of the United States and the European Union, effective enforcement of such patents may not be available. If our patents do not adequately protect our technology, our competitors may be able to offer additive manufacturing systems or other products similar to our products. Competitors may also be able to develop similar technology independently or design around our patents, and we may not be able to detect the unauthorized use of our proprietary technology or take appropriate steps to prevent such use. Any of the foregoing events would lead to increased competition and lower revenues or gross margins, which could adversely affect our operating results.

In addition, while we may enter into confidentiality and invention assignment agreements intended to protect such rights, such agreements can be difficult and costly to enforce or may not provide adequate remedies if violated. Such agreements may be breached and confidential information may be willfully or unintentionally disclosed, or our competitors or other parties may learn of the information in some other way. Since we cannot legally prevent one or more other companies from developing similar or identical technology to our unpatented technology, it is likely that, over time, one or more other companies may be able to replicate our technology, thereby reducing our technological advantages. Also, patents are jurisdictional in nature and therefore offer

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protection only in certain markets, rather than globally. If we do not protect our technology or are unable to develop new technology that can be protected by patents or as trade secrets, we may face increased competition from other companies, which may adversely affect our results of operations.

We cannot predict the outcome of actions to enforce our intellectual property rights, and, although we seek to enforce our intellectual property rights, we cannot guarantee that we will be successful in doing so. Any of the foregoing could have a materially adverse effect on our business, operating results or financial condition.

We may be subject to claims alleging patent infringement.

Our products and technology, including the technology that we license from others, may infringe the intellectual property rights of third parties. Patent applications in most countries (such as the United States) are confidential for a period of time until they are published, and the publication of discoveries in scientific or patent literature typically lags actual discoveries by several months or more. As a result, the nature of claims contained in unpublished patent filings around the world is unknown to us, and we cannot be certain that we were the first to conceive inventions covered by our patents or patent applications or that we were the first to file patent applications covering such inventions. Furthermore, it is not possible to know in which countries patent holders may choose to extend their filings under the Patent Cooperation Treaty or other mechanisms.

Any claims that our products or processes infringe the intellectual property rights of others, regardless of the merit or resolution of such claims, could cause us to incur significant costs in responding to, defending and resolving such claims, and may prohibit or otherwise impair our ability to commercialize new or existing products. Any infringement by us or our licensors of the intellectual property rights of third parties may have a material adverse effect on our business, financial condition and results of operations.

Third-party claims of intellectual property infringement successfully asserted against us may require us to redesign infringing technology or enter into costly settlement or license agreements on terms that are unfavorable, prevent us from manufacturing or licensing certain of our products, subject us to injunctions restricting the sale of products and use of infringing technology, cause severe disruptions to our operations or the markets in which we compete, impose costly damage awards or require indemnification of our sales agents and end-users. In addition, as a consequence of such claims, we may incur significant costs in acquiring the necessary third-party intellectual property rights for use in our products or developing non-infringing substitute technology. Any of the foregoing developments could seriously harm our business.

Obtaining and maintaining patent protection depends on compliance with various procedural, documentary, fee payment and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.

Periodic maintenance fees on any issued patent are due to be paid to the U.S. Patent and Trademark Office, or the USPTO, and non-U.S. patent agencies in several stages over the lifetime of the patent. The USPTO and various non-U.S. governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other similar provisions during the patent application process. While an inadvertent lapse can in many cases be cured by payment of a late fee or by other means in accordance with the applicable rules, there are situations in which noncompliance can result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. Non-compliance events that could result in abandonment or lapse of a patent or patent application include, but are not limited to, failure to respond to official actions within prescribed time limits, non-payment of fees and failure to properly legalize and submit formal documents. If we fail to maintain the patents and patent applications covering our products and processes, our competitive position would be adversely affected.

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The use of “open source” software could adversely affect our ability to sell our services and subject us to possible litigation.

We use open source software in providing our products and services, and we may use additional open source software in the future. Such open source software is generally licensed by its authors or other third parties under open source licenses. Under such licenses, if we engage in certain defined manners of use, we may be subject to certain conditions, including requirements that we offer our products and services that incorporate the open source software for no cost; that we make available source code for modifications or derivative works we create based upon, incorporating or using the open source software; and/or that we license such modifications or derivative works under the terms of the particular open source license. In addition, if a third-party software provider has incorporated open source software into software that we license from such provider in a manner that triggers one or more of the above requirements, we could be required to disclose any of our source code that incorporates or is a modification of such licensed software. If an author or other third party that distributes such open source software were to allege that we had not complied with the conditions of one or more of these licenses, we could be required to incur significant legal expenses defending such allegations and could be subject to significant damages, enjoined from the sale of our products and services that contained the open source software, and required to comply with the foregoing conditions, which could disrupt the distribution and sale of some of our products and services.

Changes in laws or regulations or the manner of their interpretation or enforcement could adversely impact our financial performance and restrict our ability to operate our business or execute our strategies.

New laws or regulations, or changes in existing laws or regulations or the manner of their interpretation or enforcement, could increase our cost of doing business and restrict our ability to operate our business or execute our strategies. This includes, among other things, the possible taxation under U.S. law of certain income from foreign operations, compliance costs and enforcement under the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, and costs associated with complying with the Patient Protection and Affordable Care Act of 2010 and the regulations promulgated thereunder. For example, under Section 1502 of the Dodd-Frank Act, the SEC has adopted additional disclosure requirements related to the source of certain “conflict minerals” for issuers for which such “conflict minerals” are necessary to the functionality or product manufactured, or contracted to be manufactured, by that issuer. The metals covered by the rules include tin, tantalum, tungsten and gold, commonly referred to as “3TG.” Our suppliers may use some or all of these materials in their production processes. The SEC’s rules require us to perform supply chain due diligence on our supply chain, including the mine owner and operator. Global supply chains can have multiple layers, thus the costs of complying with these requirements could be substantial. These requirements may also reduce the number of suppliers who provide conflict free metals, and may affect our ability to obtain products in sufficient quantities or at competitive prices. Compliance costs and the unavailability of raw materials could have a material adverse effect on our results of operations. As another example, the customs authority in Thailand has unilaterally changed its position with respect to its obligations under the World Trade Organization’s International Technology Agreement, or the ITA, which provides duty-free treatment for the importation of ATMs into Thailand from other member countries that have signed the ITA.

We face uncertainties with regard to regulations, lawsuits and other related matters.

In the normal course of business, we are subject to proceedings, lawsuits, claims and other matters, including, for example, those that relate to the environment, health and safety, labor and employment, employee benefits, import/export compliance, intellectual property, data privacy and security, product liability, commercial disputes and regulatory compliance, among others. Because such matters are subject to many uncertainties, their outcomes are not predictable and we must make certain estimates and assumptions in our consolidated financial statements. There can be no assurances that the amounts required to satisfy alleged liabilities from such matters will not impact future operating results. Additionally, we are subject to diverse and complex laws and regulations, including those relating to corporate governance, environmental safety and the discharge of materials

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into the environment, product safety, import and export compliance, data privacy and security, antitrust and competition, government contracting, anti-corruption, and labor and human resources, which are rapidly changing and subject to many possible changes in the future. Compliance with these laws and regulations, including changes in accounting standards, and taxation requirements, among others, may create a substantial burden and substantially increase costs to our organization or could have an impact on our future operating results.

Our business, financial condition and results of operations could suffer as a result of current or future litigation.

We are subject to numerous risks relating to legal, governmental and regulatory proceedings to which we either are a party now or may become a party in the future. We routinely become subject to legal, governmental and regulatory investigations and proceedings involving, among other things, requests for arbitration, allegations of improper delivery of goods or services, product liability, product defects, quality problems, intellectual property infringement, non-compliance with tax regulations and/or alleged or suspected violations of applicable laws. There can be no assurance that the results of these or any other proceedings will not materially harm our business, financial condition and results of operations. Moreover, even if we ultimately prevail on the merits in any such proceedings, we may have to incur substantial legal fees and other costs defending ourselves against the underlying allegations. Under certain circumstances we record a provision for risks arising from legal disputes and proceedings. In addition, we maintain liability insurance for certain legal risks at levels management believes are appropriate and consistent with industry practice. Our insurance policy, however, does not protect against reputational damage. Moreover, we may incur losses relating to legal proceedings beyond the limits, or outside the coverage, of such insurance or exceeding any provisions made for legal proceedings related losses. Finally, there can be no assurance that we will be able to maintain adequate insurance coverage on commercially reasonable terms in the future. Each of these risks may have a material adverse effect on our business, financial condition and results of operations.

Any actions or other governmental investigations or proceedings related to or arising from the matters that resulted in Diebold’s previous settlements could result in substantial costs to defend enforcement or other related actions that could have a materially adverse effect on our business, operating results or financial condition.

Diebold had previously reached an agreement in 2009 with the staff of the SEC to settle civil charges stemming from the staff’s enforcement inquiry and an agreement with the staff of the SEC and Department of Justice to settle the FCPA review in 2013. We could incur substantial additional costs to defend and resolve third-party litigation or other governmental actions, investigations or proceedings arising out of, or related to, the completed investigations or these settlements. The diversion of resources to address issues arising out of any such third-party or governmental actions may harm our business, operating results and financial condition in the future.

We may incur substantial costs enforcing or acquiring intellectual property rights and defending against third-party claims as a result of litigation or other proceedings.

In connection with the enforcement of our intellectual property rights, opposing third parties from obtaining patent rights or disputes related to the validity or alleged infringement of our or third-party intellectual property rights, including patent rights, we may in the future be subject or party to claims, negotiations or complex, protracted litigation. Intellectual property disputes and litigation, regardless of merit, can be costly and disruptive to our business operations by diverting attention and energies of management and key technical personnel, and by increasing the costs of doing business. We may not prevail in any such dispute or litigation, and an adverse decision in any legal action involving intellectual property rights, including any such action commenced by us, could limit the scope of our intellectual property rights and the value of the related technology. While we strive to avoid infringing the intellectual property rights of third parties, we cannot provide any assurances that we will be able to avoid any infringement claims.

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Economic conditions and regulatory changes leading up to and following the United Kingdom’s likely exit from the European Union could have a material adverse effect on our business and results of operations.

Following a referendum in June in which voters in the United Kingdom approved an exit from the European Union, or the EU, it is expected that the United Kingdom government will initiate a process to leave the EU (often referred to as Brexit) and begin negotiating the terms of the United Kingdom’s future relationship with the EU. We face uncertainty regarding the impact of the likely exit of the United Kingdom from the EU. Adverse consequences such as deterioration in global economic conditions, stability in global financial markets, volatility in currency exchange rates or adverse changes in regulation of the cross-border agreements could have a negative impact on our operations, financial condition and results of operations.

Our historical and ongoing manufacturing activities subject us to environmental exposures and other potential liabilities.

Our facilities and operations are subject to a wide range of environmental protection laws, and our products are subject to environmental laws in a number of jurisdictions. Given the uncertainties inherent in such activities, there can be no assurances that the costs required to comply with applicable environmental laws will not impact future operating results. In addition, accidents or other incidents that occur at our facilities or involve our personnel or operations could result in claims against us for personal injury, property damages, or other losses. Furthermore, in the event we are found to be financially responsible, as a result of environmental or other laws or by court order, for environmental damages alleged to have been caused by us or occurring on our premises, we could be required to pay substantial monetary damages or undertake expensive remedial obligations, and the presence of harmful substances or environmental damages on our premises could also interfere with the operations at such premises or with our ability to adapt our premises to different purposes. The amount of any costs, including fines or damages payments that we might incur under any such circumstances, could be substantial, and may substantially exceed any insurance we have to cover such losses. Any of these events, alone or in combination, could have a material adverse effect on our business, financial condition and results of operations and could adversely affect our reputation.

We are subject to extensive export control and sanctions regulations due to our worldwide operations.

Companies that conduct business with customers in sanctioned countries, such as Iran, Syria and Cuba, are subject to restrictions imposed by the United States, the EU or other countries or organizations. Although we have no assets or offices in any sanctioned countries, Diebold and Wincor Nixdorf have historically had, from time to time, immaterial transactions or dealings implicating sanctioned countries. Applicable laws and regulations may inhibit with whom and where we can conduct business. New or expanded export control regulations, economic sanctions, embargoes or other forms of trade restrictions imposed on Iran, Syria or on other sanctioned countries may also be promulgated. Violations or investigations of alleged violations of export controls and sanctions could harm our reputation and could have a material adverse effect on our business, financial condition and results of operations. We are also aware of initiatives by institutional investors, such as pension funds or other companies, to adopt or consider adopting policies prohibiting investment in and transactions with, or requiring divestment of interests in entities doing business with, Iran and other countries identified as state sponsors of terrorism by the U.S. Secretary of State.

We may be exposed to liabilities under the FCPA, which could harm our reputation and have a material adverse effect on our business.

We are subject to compliance with various laws and regulations, including the FCPA and similar worldwide anti-bribery laws, which generally prohibit companies and their intermediaries from engaging in bribery or making other improper payments to foreign officials for the purpose of obtaining or retaining business or gaining an unfair business advantage. The FCPA also requires proper record keeping and characterization of such payments in our reports filed with the SEC.

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Our employees and agents are required to comply with these laws. We operate in many parts of the world that have experienced governmental and commercial corruption to some degree, and strict compliance with anti-bribery laws may conflict with local customs and practices. Foreign companies, including some that may compete with us, may not be subject to the FCPA and may follow local customs and practices. Accordingly, such companies may be more likely to engage in activities prohibited by the FCPA, which could have a significant adverse impact on our ability to compete for business in such countries.

Despite our commitment to legal compliance and corporate ethics, we cannot ensure that our policies and procedures will always protect us from intentional, reckless or negligent acts committed by our employees or agents. Violations of these laws, or allegations of such violations, could disrupt our business and result in financial penalties, debarment from government contracts, injunctions against future conduct, profit disgorgements, disqualifications from directly and indirectly engaging in certain types of business, the loss of business licenses or permits and other consequences that may have a material adverse effect on our reputation, business, financial condition or results of operations. Future changes in anti-bribery or economic sanctions laws and enforcement could also result in increased compliance requirements and related expenses that may also have a material adverse effect on our business, financial condition or results of operations.

Even if we are not formally excluded from participating in government business, government agencies or intergovernmental or supranational organizations may informally exclude us from tendering for or participating in certain contracts. For example, legislation of member states of the EU could in certain cases result in the mandatory or discretionary exclusion of us from public contracts in case of a conviction for bribery and certain other offenses or for other reasons. In addition, future developments in ongoing and potential future investigations, such as responding to the requests of governmental authorities and cooperating with them, could divert management’s attention and resources from other issues facing the business.

In addition, our business opportunities in select geographies have been or may be adversely affected by the settlement of the FCPA matter that Diebold settled with the U.S. government in late 2013. Some countries in which we do business may also initiate their own reviews and impose penalties, including prohibition of our participating in or curtailment of business operations in those jurisdictions. We could also face third-party claims in connection with this matter or as a result of the outcome of the current or any future government reviews. Our disclosure, internal review and any current or future governmental review of this matter could, individually or in the aggregate, have a material adverse effect on our reputation and our ability to obtain new business or retain existing business from our current clients and potential clients, to attract and retain employees and to access the capital markets.

Risks Associated with the Exchange Offer

You may not be able to sell your original notes if you do not exchange them for registered exchange notes in the Exchange Offer.

If you do not exchange your original notes for exchange notes in the Exchange Offer, your original notes will continue to be subject to the restrictions on transfer as stated in the legends on the original notes. In general, you may not offer, sell or otherwise transfer the original notes in the United States unless they are:

• registered under the Securities Act;

• offered or sold under an exemption from the Securities Act and applicable state securities laws; or

• offered or sold in a transaction not subject to the Securities Act and applicable state securities laws.

Currently, we do not anticipate that we will register the original notes under the Securities Act. Except for limited instances involving the initial purchasers or holders of original notes who are not eligible to participate in the Exchange Offer or who receive freely transferable exchange notes in the Exchange Offer, we will not be under any obligation to register the original notes under the Securities Act under the registration rights agreement or

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otherwise. Also, if the Exchange Offer is completed on the terms and within the time period contemplated by this prospectus, no liquidated damages will be payable on your original notes.

Your ability to sell your original notes may be significantly more limited and the price at which you may be able to sell your original notes may be significantly lower if you do not exchange them for registered exchange notes in the Exchange Offer.

To the extent that original notes are exchanged in the Exchange Offer, the trading market for the original notes that remain outstanding may be significantly more limited. As a result, the liquidity of the original notes not tendered for exchange in the Exchange Offer could be adversely affected. The extent of the market for original notes will depend upon a number of factors, including the number of holders of original notes remaining outstanding and the interest of securities firms in maintaining a market in the original notes. An issue of securities with a similar outstanding market value available for trading, which is called the “float,” may command a lower price than would be comparable to an issue of securities with a greater float. As a result, the market price for original notes that are not exchanged in the Exchange Offer may be affected adversely to the extent that original notes exchanged in the Exchange Offer reduce the float. The reduced float also may make the trading price of the original notes that are not exchanged more volatile.

Some holders who exchange their original notes may be deemed to be underwriters.

If you exchange your original notes in the Exchange Offer for the purpose of participating in a distribution of the exchange notes, you may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

We will not accept your original notes for exchange if you fail to follow the Exchange Offer procedures and, as a result, your original notes will continue to be subject to existing transfer restrictions and you may not be able to sell your original notes.

We will issue exchange notes as part of the Exchange Offer only after a timely receipt of your original notes, a properly completed and duly executed letter of transmittal and all other required documents. Therefore, if you want to tender your original notes, please allow sufficient time to ensure timely delivery. If we do not receive your original notes, letter of transmittal and other required documents by the expiration date of the Exchange Offer, we will not accept your original notes for exchange. We are under no duty to give notification of defects or irregularities with respect to the tenders of original notes for exchange. If there are defects or irregularities with respect to your tender of original notes, we will not accept your original notes for exchange. See “The Exchange Offer.”

The market price for the exchange notes may be volatile.

Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the exchange notes offered hereby. The market for the exchange notes, if any, may be subject to similar disruptions. Any such disruptions may adversely affect the value of your exchange notes.

An active trading market may not develop for the exchange notes and, as a result, you may not be able to resell them.

Prior to the Exchange Offer, there has been no public market for the exchange notes. The exchange notes are a new class of securities that have never been traded. We cannot assure you that an active trading market for the exchange notes will develop or, if one does develop, that it will be sustained. Also, it is possible that the market for the exchange notes will be volatile. This volatility in price may affect your ability to resell your exchange notes or the timing of their sale.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Statements that are included or incorporated by reference in this prospectus that are not reported financial results or other historical information are “forward-looking statements.” Forward-looking statements give current expectations or forecasts of future events and are not guarantees of future performance. These forward-looking statements include, but are not limited to, statements regarding the Acquisition, the other Transactions, our expected future performance (including expected results of operations and financial guidance), and our future financial condition, operating results, strategy and plans. Forward-looking statements may be identified by the use of the words “anticipates,” “expects,” “intends,” “plans,” “will,” “believes,” “estimates,” “potential,” “target,” “predict,” “project,” “seek,” and variations or similar expressions. These statements are used to identify forward-looking statements. These forward-looking statements reflect our current views with respect to future events and involve significant risks and uncertainties that could cause actual results to differ materially.

Although we believe that these forward-looking statements are based upon reasonable assumptions regarding, among other things, the economy, our knowledge of our business and key performance indicators that impact our business, these forward-looking statements involve risks, uncertainties and other factors that may cause actual results to differ materially from those expressed in or implied by the forward-looking statements.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Some of the risks, uncertainties and other factors that could cause actual results to differ materially from those expressed in or implied by the forward-looking statements include, but are not limited to:

• the ultimate outcome and results of integrating operations with Wincor Nixdorf, the ultimate outcome of operating strategy applied to Wincor Nixdorf and the ultimate ability to realize synergies;

• the ultimate impact and outcome of the review of the Acquisition by the Competition and Markets Authority in the United Kingdom;

• the implementation, ultimate impact and outcome of the domination and profit and loss transfer agreement between Diebold and Wincor Nixdorf, including that its effectiveness may be delayed as a result of litigation or otherwise;

• the success of Diebold’s strategic business alliance with Securitas AB;

• Diebold’s ability to successfully consummate its transaction with the Inspur Group;

• Diebold’s ability to reduce stranded costs related to its electronic security business from its ongoing operations;

• competitive pressures, including pricing pressures and technological developments;

• changes in the combined company’s relationships with customers, suppliers, distributors and/or partners in its business ventures;

• changes in political, economic or other factors such as currency exchange rates, inflation rates, recessionary or expansive trends, taxes and regulations and laws affecting the worldwide business in each of the combined company’s operations, including any impact related to the United Kingdom’s likely exit from the EU;

• global economic conditions, including any additional deterioration and disruption in the financial markets, including the bankruptcies, restructurings or consolidations of financial institutions, which could reduce our customer base and/or adversely affect our customers’ ability to make capital expenditures, as well as adversely impact the availability and cost of credit;

• acceptance of our product and technology introductions in the marketplace;

• our ability to maintain effective internal controls;

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• changes in Diebold’s intention to further repatriate cash and cash equivalents and short-term investments residing in international tax jurisdictions, which could negatively impact foreign and domestic taxes;

• unanticipated litigation, claims or assessments, as well as the outcome/impact of any current/pending litigation, claims or assessments;

• variations in consumer demand for FSS technologies, products and services;

• potential security violations to the combined company’s information technology systems;

• the investment performance of our pension plan assets, which could require us to increase our pension contributions, and significant changes in healthcare costs, including those that may result from government action;

• the amount and timing of repurchases of our common shares, if any;

• our ability to achieve benefits from our cost-reduction initiatives and other strategic changes, as well as our business process outsourcing initiative; and

• other factors discussed elsewhere in or in documents incorporated by reference into this prospectus, including the section of this prospectus titled “Risk Factors.”

All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf concerning the Acquisition or other matters addressed in this prospectus or in documents incorporated by reference into this prospectus are expressly qualified in their entirety by this cautionary statement. You are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof or the documents in which they are included.

Furthermore, in light of ongoing difficult macroeconomic conditions, both globally and in the industries in which we operate, it is particularly difficult to forecast results. We expressly disclaim and do not assume any liability in connection with any inaccuracies in any of the forward-looking statements in this document or in any document incorporated by reference herein or in connection with any use by any third party of such forward-looking statements. Actual results could differ materially from those anticipated in such forward-looking statements. Except to the extent required by applicable law or regulation, we undertake no obligation to update any of these forward-looking statements to reflect events or circumstances, whether as a result of new information, future events or otherwise.

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THE TRANSACTIONS

The takeover offer and the business combination agreement

On November 23, 2015, Diebold entered into a business combination agreement, or the Business Combination Agreement, with Wincor Nixdorf. The Business Combination Agreement provides that, upon the terms and subject to the conditions set forth therein, Diebold and Wincor Nixdorf intend to combine their respective businesses.

Pursuant to the exchange offer document (Angebotsunterlage), as published on February 5, 2016, Diebold made a voluntary public takeover offer for all ordinary shares of Wincor Nixdorf, or the takeover offer, in exchange for €38.98 in cash and 0.434 common shares of Diebold per Wincor Nixdorf ordinary share, or the Offer Consideration. The acceptance period for the takeover offer expired on March 22, 2016, and a statutory additional acceptance period pursuant to the German Takeover Act expired on April 12, 2016. On August 4, 2016, we announced that we had received all of the requisite antitrust clearances required under the regulatory condition of the takeover offer and, accordingly, all closing conditions to the takeover offer had been satisfied. Withdrawal rights for the takeover offer ceased at the end of the acceptance period on March 22, 2016.

On August 15, 2016, Diebold delivered the Offer Consideration to Wincor Nixdorf shareholders who validly tendered, and did not withdraw, their Wincor Nixdorf ordinary shares in the takeover offer. Pursuant to the terms of the takeover offer, the ownership of the tendered shares was transferred to Diebold Holding Germany Inc. & Co. KGaA, a German partnership limited by shares (Kommanditgesellschaft auf Aktien) and a wholly owned subsidiary of Diebold, or Diebold KGaA. To the extent that former Wincor Nixdorf shareholders were entitled to fractional shares, those fractional entitlements were aggregated and sold in the market and the proceeds of such sale distributed pro rata.

In connection with the closing, Diebold issued 9,928,514 new shares of Diebold common shares, or New Shares. At the closing, Diebold indirectly acquired (through Diebold KGaA) 22,876,760 Wincor Nixdorf ordinary shares, representing 69.15 percent of the total number of issued Wincor Nixdorf ordinary shares inclusive of treasury shares (76.7 percent of all Wincor Nixdorf ordinary shares outstanding) in exchange for an aggregate Offer Consideration of approximately €891.7 million in cash and the New Shares. The New Shares commenced trading on the New York Stock Exchange under the symbol “DBD” and all Diebold common shares commenced trading on the Frankfurt Stock Exchange under the symbol “DBD”.

On August 16, 2016, the board of directors of Diebold and the supervisory and management boards of Wincor Nixdorf approved the conclusion of a domination and profit and loss transfer agreement between Diebold KGaA, as controlling company, and Wincor Nixdorf, as controlled company. The parties executed the agreement after a meeting of shareholders of Wincor Nixdorf that approved the agreement on September 26, 2016. See “—Post-completion reorganization transactions—Domination and profit and loss transfer agreement” below.

The Acquisition remains subject to review by the CMA. Although receipt of antitrust clearance from the CMA was not a condition to the consummation of the business combination, Diebold and Wincor Nixdorf are required to operate their businesses in the U.K. separately until such clearance has been received. The CMA has broad discretion in administering the governing regulations and may impose requirements, limitations or costs, require divestitures, including the sale of Diebold’s or Wincor Nixdorf’s U.K. businesses or of Wincor Nixdorf, or place additional restrictions on the conduct of our businesses.

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Post-completion reorganization transactions

We intend to pursue a post-completion reorganization which could eliminate any minority shareholder interest in Wincor Nixdorf remaining after the takeover offer or allow Diebold to control Wincor Nixdorf to the greatest extent permissible. Post-completion reorganization transactions include:

(1) the domination and profit and loss transfer agreement, pursuant to which remaining Wincor Nixdorf shareholders will be offered to elect either (i) to continue to hold their Wincor Nixdorf ordinary shares and receive the Recurring Compensation (as defined below) pursuant to Section 304 of the German Stock Corporation Act, or (ii) to receive the Exit Compensation (as defined below) in exchange for their Wincor Nixdorf ordinary shares pursuant to Section 305(2) of the German Stock Corporation Act; and/or

(2) a potential squeeze-out transaction with respect to Wincor Nixdorf ordinary shares that Diebold does not already own, pursuant to (a) a cash merger squeeze-out under Section 62(5) of the German Transformation Act, or (b) a corporate squeeze-out under Sections 327a et seq. of the German Stock Corporation Act. In such a squeeze-out transaction, ordinary shares of remaining Wincor Nixdorf shareholders would be automatically converted into the right to receive a compensation in cash.

In each of cases (1) and (2), an appraisal proceeding may, subject to applicable law, be available to Wincor Nixdorf shareholders under the German Appraisal Proceedings Act (Spruchverfahrensgesetz).

We have, through our wholly-owned subsidiary, Diebold KGaA, as controlling company, entered into a domination and profit and loss transfer agreement with Wincor Nixdorf, as controlled company. See “—Domination and profit and loss transfer agreement”. Whether we pursue a squeeze-out transaction and the type of such transaction will depend on the percentage of additional Wincor Nixdorf ordinary shares we may acquire following the Acquisition:

• if Diebold (through Diebold KGaA) holds at least 90 percent of Wincor Nixdorf’s issued share capital (when determining the relevant share capital, treasury shares will not be taken into account) but, directly or indirectly, less than 95 percent, Diebold KGaA will conduct a cash merger squeeze-out under Section 62(5) of the German Transformation Act;

• if Diebold (through Diebold KGaA) holds directly or indirectly at least 95 percent of Wincor Nixdorf’s issued share capital or Wincor Nixdorf’s voting share capital (when determining the relevant share capital, treasury shares will not be taken into account) we may consider initiating a corporate squeeze-out under Sections 327a et seq. of the German Stock Corporation Act. See “—Squeeze-out transactions”.

Domination and profit and loss transfer agreement

On August 16, 2016, the board of directors of Diebold and the supervisory and management boards of Wincor Nixdorf approved the conclusion of a domination and profit and loss transfer agreement between Diebold KGaA, as controlling company, and Wincor Nixdorf, as controlled company. The parties executed the agreement after a meeting of shareholders of Wincor Nixdorf that approved the agreement on September 26, 2016. Effectiveness of the agreement remains subject to registration with the commercial register (Handelsregister) of the local court (Amtsgericht) at the registered offices of Wincor Nixdorf. While we plan to apply for registration of the agreement without undue delay, registration may be delayed considerably pending potential shareholder litigation, if any, in Germany.

Under the domination and profit and loss transfer agreement, when effective and subject to certain limitations pursuant to applicable law, (i) Diebold KGaA will be entitled to issue binding instructions to the management board of Wincor Nixdorf, (ii) Wincor Nixdorf will transfer all of its annual profits to Diebold KGaA, subject to, among other things, the creation or dissolution of certain reserves, and (iii) Diebold KGaA will generally absorb all annual losses incurred by Wincor Nixdorf. In addition, when effective and subject to certain limitations pursuant to applicable law, the domination and profit and loss transfer agreement will provide that Wincor

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Nixdorf shareholders be offered, at their election, (i) to put their Wincor Nixdorf ordinary shares to Diebold KGaA in exchange for a compensation in cash of €55.02 per Wincor Nixdorf ordinary share, or Exit Compensation, or (ii) to remain Wincor Nixdorf shareholders and receive a recurring compensation in cash of €3.13 (€2.82 net under the current taxation regime) for each full fiscal year of Wincor Nixdorf and for each Wincor Nixdorf ordinary share, or Recurring Compensation (based on the risk-free rate of 0.5 percent, which takes into account the current interest rates as well as interest structure data published by the German Federal Bank (Deutsche Bundesbank)).

Should remaining minority shareholders of Wincor Nixdorf question the adequacy of the Exit Compensation and/or the Recurring Compensation, they can have the adequacy examined in appraisal proceedings. For a more detailed discussion, see “—Appraisal rights” below.

Squeeze-out transactions

Depending on the percentage of Wincor Nixdorf ordinary shares acquired by us, we may consider, as the principal shareholder of Wincor Nixdorf, initiating (directly or indirectly) a mandatory buy-out of Wincor Nixdorf ordinary shares that we do not already own. Under German law, two categories of squeeze-out transactions may become available to us, subject to applicable law:

• the cash merger squeeze-out pursuant to Section 62(5) of the German Transformation Act;

• the corporate squeeze-out pursuant to Sections 327a et seq. of the German Stock Corporation Act.

In addition to a cash merger squeeze-out and a corporate squeeze-out, a third squeeze-out category may be available to an acquirer in connection with a public takeover offer, which we refer to as a takeover squeeze-out, pursuant to the requirements of Sections 39a et seq. of the German Takeover Act. However, we have not filed an application with the district court of Frankfurt am Main to effect such takeover squeeze-out within the time period required by Section 39a of the German Takeover Act and, accordingly, we will not pursue a takeover squeeze-out in connection with the takeover offer.

Cash merger squeeze-out. Pursuant to Section 62(5) of the German Transformation Act, within a three-month period following the date the acquired corporation and the acquirer enter into a merger agreement, the meeting of shareholders of the acquired corporation may resolve, if the acquirer is a German stock corporation (Aktiengesellschaft) or a German partnership limited by shares (Kommanditgesellschaft auf Aktien) and owns at least 90 percent of the acquired corporation’s issued share capital (when determining the relevant share capital, treasury shares will not be taken into account), to transfer ownership of the shares held by the minority shareholders to the acquirer in exchange for an adequate compensation in cash, determined by the principal shareholder. The squeeze-out resolution requires a majority of the votes cast in the meeting of shareholders, and the acquirer may participate in the vote.

Consequently, Diebold will be able to effect a cash merger squeeze-out only if it holds at least 90 percent of Wincor Nixdorf’s issued share capital (when determining the relevant share capital, treasury shares will not be taken into account) through Diebold KGaA. Sections 327a et seq. of the German Stock Corporation Act apply with respect to the entitlement to compensation and the procedure of the squeeze-out transaction (see “—Corporate squeeze-out” below).

Wincor Nixdorf shareholders who did not tender their Wincor Nixdorf ordinary shares in the takeover offer may, subject to applicable law, have appraisal rights following effectiveness of a cash merger squeeze-out. For a more detailed discussion, see “—Appraisal rights” below. In addition, each Wincor Nixdorf shareholder who was present at the meeting of shareholders that passed the squeeze-out resolution and who did object to the squeeze-out resolution at the meeting (Widerspruch zur Niederschrift) may initiate an action for voidance (Anfechtungsklage) under the requirements of Sections 243 et seq. of the German Stock Corporation Act.

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Corporate squeeze-out. Pursuant to Sections 327a et seq. of the German Stock Corporation Act, the meeting of shareholders of a corporation may, at the request of a shareholder that owns, directly or indirectly, at least 95 percent of the issued share capital (Grundkapital), or the Principal Shareholder, resolve to transfer ownership of the shares held by the remaining minority shareholders to the Principal Shareholder in exchange for an adequate compensation in cash (angemessene Barabfindung) determined by the Principal Shareholder. The squeeze-out resolution (Übertragungsbeschluss) requires a majority of the votes cast in the meeting of shareholders, and the Principal Shareholder may participate in the vote.

Wincor Nixdorf shareholders who did not tender their Wincor Nixdorf ordinary shares in the takeover offer may, subject to applicable law, have appraisal rights following effectiveness of a corporate squeeze-out. For a more detailed discussion, see “—Appraisal rights” below. In addition, each Wincor Nixdorf shareholder who was present at the meeting of shareholders that passed the squeeze-out resolution and who did object to the squeeze-out resolution at the meeting (Widerspruch zur Niederschrift) may initiate an action for voidance (Anfechtungsklage) under the requirements of Sections 243 et seq. of the German Stock Corporation Act.

Appraisal rights

An appraisal proceeding may, subject to applicable law, be available to Wincor Nixdorf shareholders with respect to potential post-completion reorganization transactions under the German Appraisal Proceedings Act (Spruchverfahrensgesetz).

Under the German Appraisal Proceedings Act, a court may be asked to determine the adequacy of the consideration or compensation paid to minority shareholders in certain corporate transactions, including:

• In the case of the domination and profit and loss transfer agreement, the court may review the adequacy of the compensation offered to the minority shareholders in connection with such shareholders’ election to either (i) continue to hold their Wincor Nixdorf ordinary shares and receive the Recurring Compensation pursuant to Section 304 of the German Stock Corporation Act, or (ii) receive the Exit Compensation in exchange for their Wincor Nixdorf ordinary shares pursuant to Section 305(2) of the German Stock Corporation Act; and

• In each case of a cash merger squeeze-out pursuant to Section 62(5) of the German Transformation Act and a corporate squeeze-out pursuant to Sections 327a et seq. of the German Stock Corporation Act, the court may review the adequacy of the compensation received by minority shareholders in the squeeze-out transaction.

The Recurring Compensation will be paid to the remaining minority Wincor Nixdorf shareholders based on the amount that is likely to be distributed as the average dividend per share, given Wincor Nixdorf’s past and current results of operations determined pursuant to the German Commercial Code and the German Stock Corporation Act and its future earnings prospects.

The Exit Compensation is based on the value of the shares determined using generally accepted valuation methods (such as, the discounted earnings method (Ertragswertmethode)). Generally, unless the shares lack sufficient liquidity, the compensation may not be less than the weighted average market price of Wincor Nixdorf’s shares during the applicable reference period.

In all post-completion reorganization transactions described above, Diebold determines the amount of consideration or compensation to be offered. Following the approval of such transaction at the shareholders’ meeting of Wincor Nixdorf, each shareholder may challenge such determination pursuant to the German Appraisal Proceedings Act. The appraisal proceeding generally does not take into account the offer consideration when valuing the shares. Therefore, the form and amount of compensation paid for Wincor Nixdorf shares in an appraisal proceeding, if any, may be different, and higher, than the Offer Consideration, and such difference may be material.

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Pursuant to Sections 2 and 4 of the German Appraisal Proceedings Act, a minority shareholder must file a motion to commence an appraisal proceeding with the competent district court (Landgericht) within the applicable time period as follows:

• In the case of the domination and profit and loss transfer agreement, within a three-month period following the publication of the registration of that agreement with the commercial register; and

• In each case of a cash merger squeeze-out pursuant to Section 62(5) of the German Transformation Act and a corporate squeeze-out pursuant to Sections 327a et seq. of the German Stock Corporation Act, within a three-month period following the publication of the registration of that squeeze-out transaction with the commercial register.

The court’s decision in an appraisal proceeding is binding for all remaining minority shareholders. If the court awards a higher cash compensation in the appraisal proceeding, all minority shareholders will be able, subject to applicable law, to receive the benefit of that increase even if they themselves did not file an application to initiate the appraisal proceeding.

THE FOREGOING DISCUSSION IS NOT A COMPLETE STATEMENT OF APPLICABLE GERMAN LAW AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE GERMAN STOCK CORPORATION ACT, THE GERMAN TAKEOVER ACT, THE GERMAN TRANSFORMATION ACT, AND THE GERMAN APPRAISAL PROCEEDINGS ACT. WE ENCOURAGE YOU TO SEEK THE ADVICE OF YOUR OWN GERMAN LEGAL ADVISOR IF ANY SUCH TRANSACTION SHOULD BE INITIATED AT SOME POINT IN TIME.

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USE OF PROCEEDS

We will not receive any proceeds from the issuance of exchange notes in the Exchange Offer. The exchange notes will evidence the same debt as the original notes tendered in exchange for the exchange notes. Accordingly, the issuance of the exchange notes will not result in any change in our indebtedness.

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RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our consolidated ratio of earnings to fixed charges:

	Year ended December 31,										Six Months Ended
	2015		2014		2013		2012		2011		June 30, 2016
Ratio of earnings to fixed charges		1.83		3.79	—	(1)		2.59		3.91		0.67

(1) Earnings were inadequate to cover fixed charges for the year ended December 31, 2013 by approximately $229.3 million.

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THE EXCHANGE OFFER

Purpose of the Exchange Offer

On April 19, 2016, or the Issue Date, we offered the original notes in a transaction exempt from registration under the Securities Act. Pursuant to a registration rights agreement entered into with the initial purchasers of the original notes, we and our subsidiary guarantors agreed, for the benefit of holders of the original notes, to:

• within 150 days after the Issue Date, file a registration statement on an appropriate form with respect to a registered offer to exchange the original notes for the exchange notes, which shall also be guaranteed by the subsidiary guarantors, with terms identical in all material respects to the original notes (except that the exchange notes will not contain terms with respect to transfer restrictions or any increase in annual interest rate for failure to comply with the registration rights agreement); and

• use our commercially reasonable efforts to cause the registration statement to be declared effective under the Securities Act within 240 days after the Issue Date; and

• use our commercially reasonable efforts to complete the Exchange Offer within 270 days after Issue Date.

For each original note tendered to us pursuant to the Exchange Offer, we will issue to the holder of such original note an exchange note having a principal amount equal to that of the surrendered original note. Interest on each exchange note will accrue from the last interest payment date on which interest was paid on the original note surrendered in exchange therefor, or, if no interest has been paid on such original note, from the date of its original issue.

Under existing SEC interpretations, the exchange notes will be freely transferable by holders other than our affiliates after the Exchange Offer without further registration under the Securities Act if the holder of the exchange notes represents to us in the Exchange Offer that it is acquiring the exchange notes in the ordinary course of its business, that it has no arrangement or understanding with any person to participate in the distribution of the exchange notes and that it is not an affiliate of ours, as such terms are interpreted by the SEC; provided, however, that broker-dealers receiving exchange notes in the Exchange Offer, or Participating Broker-Dealers, will have a prospectus delivery requirement with respect to resales of such exchange notes. The SEC has taken the position that Participating Broker-Dealers may fulfill their prospectus delivery requirements with respect to exchange notes (other than a resale of an unsold allotment from the original sale of the original notes) with the prospectus contained in the Exchange Offer registration statement.

Under the registration rights agreement, we are required to allow Participating Broker-Dealers and other persons, if any, with similar prospectus delivery requirements to use the prospectus contained in the Exchange Offer registration statement in connection with the resale of such exchange notes for 180 days following the effective date of such registration statement (or such shorter period during which Participating Broker-Dealers are required by law to deliver such prospectus).

A holder of original notes (other than certain specified holders) who wishes to exchange such original notes for exchange notes in the Exchange Offer will be required to represent that any exchange notes to be received by it will be acquired in the ordinary course of its business; that at the time of the commencement of the Exchange Offer it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the exchange notes in violation of the Securities Act; and that it is not an “affiliate” of ours or any subsidiary guarantor, as defined in Rule 405 of the Securities Act.

Each broker-dealer that receives exchange notes for its own account in exchange for original notes, where such original notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See “Plan of Distribution.”

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Shelf Registration Statement

In the event that:

(1) we and the subsidiary guarantors determine that a registered exchange offer is not available or may not be completed as soon as practicable after the last date of acceptance for exchange because it would violate any applicable law or applicable interpretations of the staff of the SEC;

(2) if for any other reason the Exchange Offer is not completed within 270 days after the Issue Date; or

(3) in certain circumstances, any initial purchaser so requests in connection with any offer or sale of original notes then, we and the subsidiary guarantors will, subject to certain exceptions,

(x) file a shelf registration statement relating to resales of the original notes as soon as practicable, but not later than 300 days after the Issue Date; and

(y) use commercially reasonable efforts to cause such shelf registration statement to become effective within 60 days after the filing thereof and to keep that shelf registration statement effective until the date that is 12 months after the date such shelf registration statement becomes effective, or such shorter period that will terminate when all notes covered by the shelf registration statement have been sold pursuant to the shelf registration statement.

We and the subsidiary guarantors will, in the event of such a shelf registration, provide to each participating holder of notes copies of a prospectus, notify each participating holder of notes when the shelf registration statement has become effective and take certain other actions to permit resales of the notes. A holder of notes that sells notes under the shelf registration statement generally will be required to make certain representations to us (as described in the registration rights agreement), to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with those sales and will be bound by the provisions of the registration rights agreement that are applicable to such a holder of notes (including certain indemnification obligations). Holders of notes will also be required to suspend their use of the prospectus included in the shelf registration statement under specified circumstances upon receipt of notice from us, including for up to 60 days in any three-month period, but not to exceed 90 days in any twelve-month period, if we determine that the use of such prospectus would require the disclosure of non-public material information that, in our reasonable judgment, would be detrimental to us if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law (any such period is also referred to as a Blackout Period). Under applicable interpretations of the staff of the SEC, our affiliates will not be permitted to exchange their notes for registered notes in the Exchange Offer.

Liquidated Damages

We will pay additional cash interest on the original notes and exchange notes, subject to certain exceptions, upon the occurrence of any of the following events:

(1) we have not exchanged exchange notes for all notes validly tendered in accordance with the terms of the Exchange Offer or, if a shelf registration statement is required and is not declared effective, on or prior to the 360th day after the Issue Date;

(2) we receive a request by an initial purchaser to file a shelf registration statement and it does not become effective by the later of the 360th day after the Issue Date or the 90th day following such request; or

(3) if applicable, a shelf registration statement covering resales of the notes has been declared effective and such shelf registration statement ceases to be effective or the prospectus contained therein ceases to be usable, subject to any Blackout Period, on more than two occasions during the required effectiveness period or, at any time during the required effectiveness period, and such failure to remain effective or be usable exists for more than 30 days (whether or not consecutive) (the 31st such day is referred to as the Trigger Date).

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Each such event referred to in the preceding clauses (1) through (3) is referred to herein as a Registration Default. Additional cash interest on the original notes and exchange notes will be payable from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured.

Additional interest shall accrue on the principal amount of the notes that are “registrable securities” (as defined in the registration rights agreement) at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provided that the rate at which such additional interest accrues may in no event exceed 1.00% per annum) commencing on the 361st day after the Issue Date until the Exchange Offer is completed or the shelf registration statement is declared effective or the prospectus again becomes usable, as applicable, or such notes cease to be “registrable securities.”

We will be entitled to consummate the Exchange Offer on the expiration date, provided that we have accepted all original notes previously validly tendered in accordance with the terms set forth in this prospectus and the applicable letter of transmittal.

Expiration Date; Extensions; Termination; Amendments

The Exchange Offer expires on the expiration date. The expiration date is 5:00 p.m., New York City time, on                     , 2016, unless we, in our sole discretion, extend the period during which the Exchange Offer is open, in which event the expiration date is the latest time and date on which the Exchange Offer, as so extended by us, expires. We reserve the right to extend the Exchange Offer at any time and from time to time prior to the expiration date by giving written notice to U.S. Bank National Association as the exchange agent, and by timely public announcement communicated in accordance with applicable law or regulation. During any extension of the Exchange Offer, all original notes previously tendered pursuant to the Exchange Offer and not validly withdrawn will remain subject to the Exchange Offer.

The exchange date will occur promptly after the expiration date. We expressly reserve the right to:

• terminate the Exchange Offer and not accept for exchange any original notes for any reason, including if any of the events set forth below under “—Conditions to the Exchange Offer” shall have occurred and shall not have been waived by us; and

• amend the terms of the Exchange Offer in any manner, whether before or after any tender of the original notes.

If any such termination or amendment occurs, we will notify the exchange agent in writing and either will issue a press release or will give written notice to the holders of the original notes as promptly as practicable. Unless we terminate the Exchange Offer prior to 5:00 p.m., New York City time, on the expiration date, we will exchange the exchange notes for the original notes on the exchange date.

If we waive any material condition to the Exchange Offer, or amend the Exchange Offer in any material respect, and if at the time that notice of such waiver or amendment is first published, sent or given to holders of original notes in the manner specified above, the Exchange Offer is scheduled to expire at any time earlier than the expiration of a period ending on the fifth business day from, and including, the date that such notice is first so published, sent or given, then the Exchange Offer will be extended until the expiration of such five business day period.

This prospectus and the related letter of transmittal and other relevant materials will be mailed by us to record holders of original notes and will be furnished to brokers, banks and similar persons whose names, or the names of whose nominees, appear on the lists of holders for subsequent transmittal to beneficial owners of original notes.

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Each broker-dealer that receives exchange notes for its own account in exchange for original notes, where such original notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See “Plan of Distribution.”

Terms of the Exchange Offer

We are offering, upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, to exchange $1,000 in principal amount of exchange notes for each $1,000 in principal amount of outstanding original notes. We will accept for exchange any and all original notes that are validly tendered on or before 5:00 p.m., New York City time, on the expiration date. Tenders of the original notes may be withdrawn at any time before 5:00 p.m., New York City time, on the expiration date. The Exchange Offer is not conditioned upon any minimum principal amount of original notes being tendered for exchange. However, the Exchange Offer is subject to the terms of the registration rights agreement and the satisfaction of the conditions described under “—Conditions of the Exchange Offer.” Original notes may be tendered only in multiples of $1,000. Holders of original notes may tender less than the aggregate principal amount represented by their original notes if they appropriately indicate this fact on the letter of transmittal accompanying the tendered original notes or indicate this fact pursuant to the procedures for book-entry transfer described below.

As of the date of this prospectus, $400 million in aggregate principal amount of the original notes are outstanding. Solely for reasons of administration, we have fixed the close of business on                     , 2016 as the record date for purposes of determining the persons to whom this prospectus and the letter of transmittal will be sent initially. Only a holder of the original notes, or the holder’s legal representative or attorney-in-fact, whose ownership is reflected in the records of U.S. Bank National Association, as registrar, or whose original notes are held of record by the depositary, may participate in the Exchange Offer. There will be no fixed record date for determining the eligible holders of the original notes who are entitled to participate in the Exchange Offer. We believe that, as of the date of this prospectus, no holder of notes is our “affiliate,” as defined in Rule 405 under the Securities Act.

We will be deemed to have accepted validly tendered original notes when, as and if we give oral or written notice of our acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders of original notes and for purposes of receiving the exchange notes from us. If any tendered original notes are not accepted for exchange because of an invalid tender or otherwise, certificates for the unaccepted original notes will be returned, without expense, to the tendering holder as promptly as practicable after the expiration date.

Holders of original notes do not have appraisal or dissenters’ rights under applicable law or the Indenture as a result of the Exchange Offer. We intend to conduct the Exchange Offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations under the Exchange Act, including Rule 14e-1.

Holders who tender their original notes in the Exchange Offer will not be required to pay brokerage commissions or fees or, provided that the instructions in the letter of transmittal are followed, transfer taxes with respect to the exchange of original notes under the Exchange Offer. We will pay all charges and expenses, other than transfer taxes in some circumstances, in connection with the Exchange Offer. See “—Solicitation of Tenders; Expenses” for more information about the costs of the Exchange Offer.

We do not make any recommendation to holders of original notes as to whether to tender any of their original notes under the Exchange Offer. In addition, no one has been authorized to make any recommendation. Holders of original notes must make their own decision whether to participate in the Exchange Offer and, if the holder chooses to participate in the Exchange Offer, the aggregate principal amount of original notes to tender, after reading carefully this prospectus (including the documents incorporated by reference in this prospectus) and the letter of transmittal and consulting with their advisors, if any, based on their own financial position and requirements.

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How to Tender

The tender to us of original notes by you pursuant to one of the procedures set forth below will constitute an agreement between you and us in accordance with the terms and subject to the conditions set forth herein and in the applicable letter of transmittal.

General Procedures.

A holder of an original note may tender the same by properly completing and signing the applicable letter of transmittal or a facsimile thereof (all references in this prospectus to the letter of transmittal shall be deemed to include a facsimile thereof) and delivering the same, together with the certificate or certificates representing the original notes being tendered and any required signature guarantees (or a timely confirmation of a book-entry transfer, which we refer to herein as a Book-Entry Confirmation, pursuant to the procedure described below), to the exchange agent at its address set forth in “The Exchange Offer—Exchange Agent” on or prior to the expiration date.

If tendered original notes are registered in the name of the signer of the letter of transmittal and the exchange notes to be issued in exchange therefor are to be issued (and any untendered original notes are to be reissued) in the name of the registered holder, the signature of such signer need not be guaranteed. In any other case, the tendered original notes must be endorsed or accompanied by written instruments of transfer in form satisfactory to us and duly executed by the registered holder and the signature on the endorsement or instrument of transfer must be guaranteed by a firm, which we refer to herein as an Eligible Institution, that is a member of a recognized signature guarantee medallion program, which we refer to herein as an Eligible Program, within the meaning of Rule 17Ad-15 under the Exchange Act. If the exchange notes and/or original notes not exchanged are to be delivered to an address other than that of the registered holder appearing on the note register for the original notes, the signature on the letter of transmittal must be guaranteed by an Eligible Institution.

Any beneficial owner whose original notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender original notes should contact such holder promptly and instruct such holder to tender original notes on such beneficial owner’s behalf. If such beneficial owner wishes to tender such original notes himself, such beneficial owner must, prior to completing and executing the letter of transmittal and delivering such original notes, either make appropriate arrangements to register ownership of the original notes in such beneficial owner’s name or follow the procedures described in the immediately preceding paragraph. The transfer of record ownership may take considerable time.

Book-Entry Transfer.

The exchange agent will make a request to establish an account with respect to the original notes at The Depository Trust Company, which we refer to herein as the Book-Entry Transfer Facility, for purposes of the Exchange Offer within two business days after receipt of this prospectus, and any financial institution that is a participant in the Book-Entry Transfer Facility’s systems may make book-entry delivery of original notes by causing the Book-Entry Transfer Facility to transfer such original notes into the exchange agent’s account at the Book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility’s procedures for transfer. However, although delivery of original notes may be effected through book-entry transfer at the Book-Entry Transfer Facility, the letter of transmittal, with any required signature guarantees and any other required documents, must, in any case, be transmitted to and received by the exchange agent at the address set forth in “The Exchange Offer—Exchange Agent” on or prior to the expiration date.

The method of delivery of original notes and all other documents is at your election and risk. If sent by mail, we recommend that you use registered mail, return receipt requested, obtain proper insurance, and complete the mailing sufficiently in advance of the expiration date to permit delivery to the exchange agent on or before the expiration date.

A tender will be deemed to have been received as of the date when the tendering holder’s properly completed and duly signed letter of transmittal accompanied by the original notes (or a timely Book-Entry Confirmation) is received by the exchange agent.

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All questions as to the validity, form, eligibility (including time of receipt) and acceptance for exchange of any tender of original notes will be determined by us and our determination will be final and binding. We reserve the absolute right to reject any or all tenders not in proper form or the acceptances for exchange of which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any of the conditions of the Exchange Offer or any defect or irregularities in tenders of any particular holder whether or not similar defects or irregularities are waived in the case of other holders. None of us, the exchange agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or shall incur any liability for failure to give any such notification. Our interpretation of the terms and conditions of the Exchange Offer (including the letter of transmittal and the instructions thereto) will be final and binding.

Terms and Conditions of the Letter of Transmittal

The letter of transmittal contains, among other things, the following terms and conditions, which are part of the Exchange Offer.

The party tendering original notes for exchange, whom we refer to herein as the Transferor, exchanges, assigns and transfers the original notes to us and irrevocably constitutes and appoints the exchange agent as the Transferor’s agent and attorney-in-fact to cause the original notes to be assigned, transferred and exchanged. The Transferor represents and warrants that it has full power and authority to tender, exchange, assign and transfer the original notes and that, when the same are accepted for exchange, we will acquire good and unencumbered title to the tendered original notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim. The Transferor also warrants that it will, upon request, execute and deliver any additional documents deemed by us to be necessary or desirable to complete the exchange, assignment and transfer of tendered original notes. The Transferor further agrees that acceptance of any tendered original notes by us and the issuance of exchange notes in exchange therefor shall constitute performance in full by us of our obligations under the registration rights agreement and that we shall have no further obligations or liabilities thereunder (except in certain limited circumstances). All authority conferred by the Transferor will survive the death or incapacity of the Transferor and every obligation of the Transferor shall be binding upon the heirs, legal representatives, successors, assigns, executors and administrators of such Transferor.

Withdrawal Rights

Original notes tendered pursuant to the Exchange Offer may be withdrawn at any time prior to the expiration date. For a withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the exchange agent at its address set forth in “The Exchange Offer—Exchange Agent”. Any such notice of withdrawal must specify the person named in the letter of transmittal as having tendered the original notes to be withdrawn, the certificate numbers of the original notes to be withdrawn, the principal amount of original notes to be withdrawn (which must be an authorized denomination), a statement that such holder is withdrawing his election to have such original notes exchanged, and the name of the registered holder of such original notes, and must be signed by the holder in the same manner as the original signature on the letter of transmittal (including any required signature guarantees) or be accompanied by evidence satisfactory to us that the person withdrawing the tender has succeeded to the beneficial ownership of the original notes being withdrawn. The exchange agent will return the properly withdrawn original notes promptly following receipt of notice of withdrawal. All questions as to the validity of notices of withdrawals, including time of receipt, will be determined by us, and our determination will be final and binding on all parties.

Acceptance of Original Notes for Exchange; Delivery of Exchange Notes

Upon the terms and subject to the conditions of the Exchange Offer, the acceptance for exchange of original notes validly tendered and not withdrawn and the issuance of the exchange notes will be made on the exchange date. For the purposes of the Exchange Offer, we shall be deemed to have accepted for exchange validly tendered original notes when, as and if we have given written notice thereof to the exchange agent.

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The exchange agent will act as agent for the tendering holders of original notes for the purposes of receiving exchange notes from us and causing the original notes to be assigned, transferred and exchanged. Upon the terms and subject to the conditions of the Exchange Offer, delivery of exchange notes to be issued in exchange for accepted original notes will be made by the exchange agent promptly after acceptance of the tendered original notes. Original notes not accepted for exchange by us will be returned without expense to the tendering holders (or in the case of original notes tendered by book-entry transfer into the exchange agent’s account at the Book-Entry Transfer Facility pursuant to the procedures described above, such non-exchanged original notes will be credited to an account maintained with such Book-Entry Transfer Facility) promptly following the expiration date or, if we terminate the Exchange Offer prior to the expiration date, promptly after the Exchange Offer is so terminated.

Conditions to the Exchange Offer

We are not required to accept or exchange, or to issue exchange notes in exchange for, any outstanding original notes. We may terminate or extend the Exchange Offer by oral or written notice to the exchange agent and by timely public announcement communicated in accordance with applicable law or regulation, if:

• any federal law, statute, rule, regulation or interpretation of the staff of the SEC has been proposed, adopted or enacted that, in our judgment, might impair our ability to proceed with the Exchange Offer or otherwise make it inadvisable to proceed with the Exchange Offer;

• an action or proceeding has been instituted or threatened in any court or by any governmental agency that, in our judgment might impair our ability to proceed with the Exchange Offer or otherwise make it inadvisable to proceed with the Exchange Offer;

• there has occurred a material adverse development in any existing action or proceeding that might impair our ability to proceed with the Exchange Offer or otherwise make it inadvisable to proceed with the Exchange Offer;

• any stop order is threatened or in effect with respect to the registration statement of which this prospectus is a part or the qualification of the Indenture under the Trust Indenture Act of 1939;

• all governmental approvals that we deem necessary for the consummation of the exchange have not been obtained;

• there is a change in the current interpretation by the staff of the SEC which permits holders who have made the required representations to us to resell, offer for resale, or otherwise transfer exchange notes issued in the Exchange Offer without registration of the exchange notes and delivery of a prospectus; or

• a material adverse change shall have occurred in our business, condition, operations or prospects.

The foregoing conditions are for our sole benefit and may be asserted by us with respect to all or any portion of the Exchange Offer regardless of the circumstances (including any action or inaction by us) giving rise to such condition or may be waived by us in whole or in part at any time or from time to time in our sole discretion. The failure by us at any time to exercise any of the foregoing rights will not be deemed a waiver of any such right, and each right will be deemed an ongoing right that may be asserted at any time or from time to time. In addition, we have reserved the right, notwithstanding the satisfaction of each of the foregoing conditions, to terminate or amend the Exchange Offer.

Any determination by us concerning the fulfillment or non-fulfillment of any conditions will be final and binding upon all parties.

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Exchange Agent

U.S. Bank National Association has been appointed as the exchange agent for the Exchange Offer. Letters of transmittal must be addressed to the exchange agent at its address set forth below. Delivery to an address other than the one set forth herein, or transmissions of instructions via a facsimile number other than the one set forth herein, will not constitute a valid delivery.

U.S. BANK NATIONAL ASSOCIATION.

Processor: Mike Tate

By Facsimile:

(651) 466-7367

By Email:

cts.specfinance@usbank.com

Confirm by Telephone:

(800) 934-6802

By Mail, Hand or Courier:

U.S. Bank National Association, as Exchange Agent

Attn: Corporate Actions

111 Fillmore Avenue

St. Paul, Minnesota 55107-1402

Solicitation of Tenders; Expenses

We have not retained any dealer-manager or similar agent in connection with the Exchange Offer and will not make any payments to brokers, dealers or others for soliciting acceptances of the Exchange Offer. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse it for reasonable out-of-pocket expenses in connection therewith. We also will pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding tenders for their customers. The expenses to be incurred in connection with the Exchange Offer, including the fees and expenses of the exchange agent and printing, accounting and legal fees, will be paid by us.

No dealer, salesperson or other individual has been authorized to give any information or to make any representations not contained in this prospectus in connection with the Exchange Offer. If given or made, you must not rely on such information or representations as having been authorized by us. Neither the delivery of this prospectus nor any exchange made hereunder shall, under any circumstances, create any implication that there has been no change in our affairs since the respective dates as of which information is given herein.

The Exchange Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of original notes in any jurisdiction in which the making of the Exchange Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction. However, at our discretion, we may take such action as we may deem necessary to make the Exchange Offer in any such jurisdiction and extend the Exchange Offer to holders of original notes in such jurisdiction. In any jurisdiction the securities laws or blue sky laws of which require the Exchange Offer to be made by a licensed broker or dealer, the Exchange Offer is being made on behalf of us by one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

Appraisal Rights

You will not have appraisal rights in connection with the Exchange Offer.

Federal Income Tax Consequences

We believe that the exchange of original notes for exchange notes should not be a taxable exchange for U.S. federal income tax purposes, and that holders should not recognize any taxable gain or loss or any interest income as a result of such exchange. See “Material United States Federal Income Tax Considerations.”

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Regulatory Approvals

Other than the federal securities laws, there are no federal or state regulatory requirements that we must comply with and there are no approvals that we must obtain in connection with the Exchange Offer.

Accounting Treatment

The exchange notes will be recorded at the same carrying value as the original notes. Accordingly, we will recognize no gain or loss for accounting purposes in connection with the Exchange Offer. The expense of the Exchange Offer will be expensed over the term of the exchange notes.

Other

Participation in the Exchange Offer is voluntary and you should consider carefully whether to accept. You are urged to consult your financial and tax advisors in making your own decisions on what action to take.

As a result of the making of, and upon acceptance for exchange of all validly tendered original notes pursuant to the terms of the Exchange Offer, we will have fulfilled a covenant contained in the terms of the original notes and the registration rights agreement. Holders of the original notes who do not tender their original notes in the Exchange Offer will continue to hold such original notes and will be entitled to all the rights and limitations applicable thereto under the Indenture and the registration rights agreement, except for any terms of such documents which, by their terms, terminate or cease to have further effect as a result of the making of this Exchange Offer. See “Description of the Exchange Notes.” All untendered original notes will continue to be subject to the restriction on transfer set forth in the Indenture. To the extent that original notes are tendered and accepted in the Exchange Offer, the trading market, if any, for the original notes not tendered and accepted in the Exchange Offer could be adversely affected. See “Risk Factors—Risks Associated with the Exchange Offer—Your ability to sell your original notes may be significantly more limited and the price at which you may be able to sell your original notes may be significantly lower if you do not exchange them for registered exchange notes in the Exchange Offer.”

We may in the future seek to acquire untendered original notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plan to acquire any original notes that are not tendered in the Exchange Offer.

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DESCRIPTION OF OTHER INDEBTEDNESS

Senior Secured Credit Facilities

We and certain of our subsidiaries are borrowers or guarantors under a credit agreement, dated as of November 23, 2015, as amended on December 23, 2015, May 6, 2016 and August 16, 2016 (as further amended, supplemented and otherwise modified), or the Senior Credit Facility, with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and other persons party thereto, which provides for (a) the Revolving Facility in a principal amount of up to $520.0 million, (b) the Term Loan A Facility in a principal amount of up to $230.0 million, (c) the Delayed Draw Term Loan A Facility in a principal amount of up to $250.0 million and (d) the Term Loan B Facility, which provides a U.S. dollar-denominated tranche for borrowings of up to $1,000.0 million in principal amount that will bear interest at LIBOR, subject to a 0.75 percent floor, plus an applicable margin of 4.50 percent, (or, at our option, prime rate, subject to a 1.75 percent floor, plus an applicable margin of 3.50 percent) and a euro-denominated tranche for borrowings of up to €350.0 million in principal amount that will bear interest at EURIBOR, subject to a 0.75 percent floor, plus an applicable margin of 4.25 percent. Upon the closing of the Acquisition and funding of the Term Loan B Facility, the Senior Credit Facility will be secured by substantially all assets of Diebold and our subsidiaries that are guarantors under the Senior Credit Facility, subject to certain exceptions and permitted liens.

Funding (other than escrowed fundings) of the Delayed Draw Term Loan A Facility and the Term Loan B Facility is conditioned on, among other things, the consummation of the Acquisition, the administrative agent’s receipt of certain closing documents, a borrowing request from us, a solvency certificate, no changes to the Business Combination Agreement materially adverse to the arrangers or the lenders under the Credit Agreement without the consent of the arrangers, payment of fees and expenses, and other conditions fully set forth in the credit agreement governing the Senior Credit Facility. On May 6, 2016, we borrowed into escrow the full amount available under the U.S. dollar-denominated tranche and the euro-denominated tranche provided by the Term Loan B Facility, which borrowings were released from escrow and were used to fund a portion of the purchase price of the Acquisition.

The Revolving Facility will terminate on, and each of the Term Loan A Facility and the Delayed Draw Term Loan A Facility will mature on, December 23, 2020. The Term Loan B Facility will mature seven and one-half years from May 6, 2016 (the date it was funded into escrow).

The proceeds of loans under the Delayed Draw Term Loan A Facility may be, and the Term Loan B Facility was, used by us to fund, in part, the Acquisition, the refinancing of indebtedness of Wincor Nixdorf and its subsidiaries, the refinancing of certain of our existing indebtedness and to pay all or a portion of the costs incurred by us or any of our subsidiaries in connection with the Acquisition. The proceeds of loans under the Term Loan A Facility and the Revolving Facility were used to replace our prior senior revolving and term credit facilities, and may be used going forward for general corporate purposes.

The terms of the Senior Credit Facility require us to reduce unused commitments and prepay loans thereunder with 100 percent of net cash proceeds received from certain asset sales (other than, prior to the Domination Agreement Effective Date, sales of assets of Wincor Nixdorf and its subsidiaries) and incurrences of indebtedness, subject to certain exceptions, and may require prepayments based on excess cash flow. The commitments under the Senior Credit Facility automatically terminate as to the Delayed Draw Term Loan A Facility upon the earliest of (i) the date on which all payments made or to be made for “Certain Funds Purposes” (as defined in the agreement governing the Senior Credit Facility) have been paid in full in cleared funds and (ii) the first anniversary of the consummation of the Acquisition.

The Senior Credit Facility is guaranteed by substantially all of our domestic subsidiaries, subject to certain exceptions. Borrowings under the Senior Credit Facility bear interest at a per annum rate (subject to specified floors), based on our election of either the prime rate or LIBOR plus, in each case, an applicable margin (with respect to the Revolving Facility, the Term Loan A Facility and the Delayed Draw Term Loan A Facility, determined by reference to our total net leverage ratio).

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The credit agreement governing the Senior Credit Facility contains affirmative and negative covenants usual and customary for facilities of this type including, but not limited to: delivery of financial information; use of proceeds; delivery of notices of default; conduct of business (including maintenance of existence and rights); taxes; insurance; compliance with laws; properties and inspection; collateral matters and further assurances; maintenance of ratings; guaranties; limitations on mergers, consolidations and fundamental changes; limitations on sales of assets; limitations on investments and acquisitions; limitations on liens; limitations on transactions with affiliates; limitations on indebtedness; limitations on negative pledge clauses; limitations on restrictions on subsidiary distributions; limitations on hedge agreements; limitations on receivables indebtedness; limitations on restricted payments; limitations on certain payments of indebtedness; limitations on amendments to organizational documents; “MFN” requirements regarding certain additional covenants; and covenants regarding the Acquisition; provided that, prior to the Domination Agreement Effective Date, neither Wincor Nixdorf nor any of its subsidiaries will be subject to any of the restrictive covenants contained in the Senior Credit Facility. Additionally, we will have to pay a repricing premium of 1.00 percent in relation to the Term Loan B Facility should we reprice, refinance or amend to reduce yield on or prior to May 6, 2017.

In addition, the Credit Agreement includes, applicable to the Term Loan A Facility, the Delayed Draw Term Loan A Facility and the Revolving Facility only, a maximum consolidated net leverage ratio of 4.50 to 1.00 (stepping down to 4.25 to 1.00 on December 31, 2017, 4.00 to 1.00 on December 31, 2018 and 3.75 to 1.00 on June 30, 2019) and a minimum consolidated interest coverage ratio of 3.00 to 1.00.

The credit agreement governing the Senior Credit Facility contains certain events of default regarding: inaccuracy of representations and warranties, certificates or other written information in any material respect; nonpayment of principal, interest, fees or other amounts; breach of covenants; cross payment default and cross default to indebtedness or net hedging obligations in excess of $50.0 million; voluntary and involuntary bankruptcy or insolvency proceedings; condemnation reasonably likely to have a material adverse effect; unpaid material judgments; certain pension and benefit events; certain environmental events reasonably expected to have a material adverse effect; change of control; and actual or asserted invalidity of the facilities documentation, guarantees or, after effectiveness thereof, security documents or any domination and profit and loss transfer agreement with respect to Wincor Nixdorf, and failure to maintain a perfected first priority security interest on a material portion of the collateral, in each case with grace periods, thresholds, qualifications and exceptions detailed in the Senior Credit Facility.

Lines of Credit

As of June 30, 2016, Diebold had various international short-term uncommitted lines of credit with borrowing limits of $113.5 million. The weighted-average interest rate on outstanding borrowings on the short-term uncommitted lines of credit as of June 30, 2016 and 2015 was 10.49 percent and 6.38 percent, respectively. Short-term uncommitted lines of credit mature in less than one year. The amount available under the short-term uncommitted lines of credit at June 30, 2016 was $97.5 million.

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DESCRIPTION OF THE EXCHANGE NOTES

The Company will issue 8.5% Senior Notes due 2024 (the “Exchange Notes”) offered by this prospectus under the Indenture (the “Indenture”) among itself, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”). The Indenture incorporates certain provisions of the Trust Indenture Act and will be qualified under the Trust Indenture Act. The Company is issuing the Exchange Notes in exchange for the 8.5% Senior Notes due 2024 that were issued under the Indenture by the Company on April 19, 2016 (the “Original Notes”). Solely for purposes of this section entitled “Description of the Exchange Notes”, we refer to the Exchange Notes, the Original Notes, the Original Notes not exchanged for the Exchange Notes and any other Additional Notes as the “Notes”. The Exchange Notes offered hereby and any Original Notes not tendered pursuant to the terms hereof will be treated as a single class under the Indenture, including for purposes of determining whether the required percentage of Holders have given approval or consent to an amendment or waiver or joined in directing the Trustee to take certain actions on behalf of all Holders.

The Indenture is unlimited in aggregate principal amount, although the issuance of the Original Notes in the notes offering was limited to $400.0 million. The Company will issue up to $400.0 million aggregate principal amount of Exchange Notes. We may issue an unlimited principal amount of additional Notes having identical terms and conditions as the Notes other than the issue date, the issue price, the first interest payment date and the first date from which interest will accrue (the “Additional Notes”); provided that if any Additional Notes are not fungible with the Notes for U.S. federal income tax purposes, such Additional Notes will be issued as a separate series under the Indenture and will have a separate CUSIP number and ISIN from the Exchange Notes. We will only be permitted to issue such Additional Notes if, at the time of such issuance, we are in compliance with the covenants contained in the Indenture, including the covenant described under “—Certain Covenants—Limitation on Indebtedness.” Any Additional Notes will be part of the same issue as the Notes that we previously offered, including for purposes of determining whether the required percentage of Holders have given approval or consent to an amendment, supplement or waiver or joined in directing the Trustee to take certain actions on behalf of all Holders.

This Description of the Exchange Notes is intended to be a useful overview of the material provisions of the Notes and the Indenture. Since this Description of the Exchange Notes is only a summary, it does not contain all of the details found in the full text of, and is qualified in its entirety by the provisions of, the Exchange Notes and the Indenture. You should refer to the Indenture for a complete description of the obligations of the Company, the Guarantors and your rights. The Company will make a copy of the Indenture available to the Holders and to prospective investors upon request.

You will find the definitions of capitalized terms used in this description under the heading “—Certain Definitions.” For purposes of this description, references to “the Company,” “we,” “our” and “us” refer only to Diebold, Incorporated and not to its subsidiaries. Certain defined terms used in this description but not defined herein have the meanings assigned to them in the Indenture.

General

The Exchange Notes

The Exchange Notes:

• will be general unsecured, senior obligations of the Company;

• will be limited to an aggregate principal amount of $400.0 million, subject to our ability to issue Additional Notes;

• mature on April 15, 2024;

• will be unconditionally Guaranteed on a senior basis by each Domestic Restricted Subsidiary that is a borrower under or that guarantees Obligations under the Senior Credit Facility or other Indebtedness for borrowed money of the Company or any Guarantor. See “—Note guarantees”;

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• will be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof;

• will rank equally in right of payment with any existing and future senior Indebtedness of the Company;

• will be effectively subordinated to all Secured Indebtedness of the Company (including Obligations under the Senior Credit Facility) to the extent of the value of the assets securing such Indebtedness;

• will be senior in right of payment to any future Subordinated Obligations of the Company;

• will be structurally subordinated to all liabilities of any Non-Guarantor Subsidiary; and

• will be represented by one or more registered Notes in global form, but in certain circumstances may be represented by Notes in definitive form.

As of the Issue Date, all of our Subsidiaries were “Restricted Subsidiaries.” Subject to the provisions of the covenant described under “—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries,” we are permitted to designate Subsidiaries as “Unrestricted Subsidiaries.” None of our Unrestricted Subsidiaries will provide a Note Guarantee or be subject to any of the restrictive covenants in the Indenture.

Interest

Interest on the Notes will:

• accrue at the rate of 8.5% per annum;

• accrue from the date of original issuance or, if interest has already been paid, from the most recent interest payment date;

• be payable in cash semi-annually in arrears on April 15 and October 15, commencing on October 15, 2016;

• be payable to the Holders of record at the close of business on April 1 and October 1 immediately preceding the related interest payment dates; and

• be computed on the basis of a 360-day year comprised of twelve 30-day months.

We also will pay Additional Interest to Holders if we fail to complete the Exchange Offer within 360 days after the Issue Date or if certain other conditions contained in the Registration Rights Agreement are not satisfied. See “The Exchange Offer.” All references in the Indenture and this “Description of the Exchange Notes,” in any context, to any interest or other amount payable on or with respect to the Notes shall be deemed to include any Additional Interest required to be paid pursuant to the Registration Rights Agreement.

Payments on the Exchange Notes; paying agent and registrar

We will pay, or cause to be paid, the principal, premium, if any, and interest on the Notes at the office or agency designated by the Company, except that we may, at our option, pay interest on the Notes by check mailed to Holders at their registered address set forth in the registrar’s books. We have initially designated the corporate trust office of the Trustee to act as our paying agent (the “Paying Agent”) and registrar (the “Registrar”). We may, however, change the Paying Agent or Registrar without prior notice to the Holders, and the Company or any of its Restricted Subsidiaries may act as Paying Agent or Registrar.

We will pay the principal, premium, if any, and interest on, Notes in global form registered in the name of or held by The Depository Trust Company (“DTC”) or its nominee in immediately available funds to DTC or its nominee, as the case may be, as the registered Holder of such global Note.

Transfer and exchange

A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents. No service charge will be imposed by the Company, the Trustee or the Registrar for any registration of transfer or exchange

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of Notes, but the Company may require a Holder to pay a sum sufficient to cover any transfer tax or other governmental taxes and fees required by law or permitted by the Indenture. The Company is not required to transfer or exchange any Note selected for redemption. Also, the Company is not required to transfer or exchange any Note for a period of 15 days before the day of any selection of Notes to be redeemed.

The registered Holder of a Note will be treated as the owner of it for all purposes.

Optional redemption

Except as described below, the Notes are not redeemable until April 15, 2019. On and after April 15, 2019, the Company may, on any one or more occasions, redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice mailed or otherwise sent to each Holder in accordance with the applicable procedures of DTC, at the redemption prices (expressed as a percentage of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest on the Notes, if any, to, but excluding, the applicable date of redemption, if redeemed during the twelve-month period beginning on April 15 of each of the years indicated below:

Year	Percentage
2019		106.375	%
2020		104.250	%
2021		102.125	%
2022 and thereafter		100.000	%

Prior to April 15, 2019, the Company may, on any one or more occasions, redeem up to 35% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) with the Net Cash Proceeds of one or more Equity Offerings, upon not less than 30 nor more than 60 days’ notice mailed or otherwise sent to each Holder in accordance with the applicable procedures of DTC, at a redemption price equal to 108.5% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date; provided that

(1) at least 65% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) remains outstanding after each such redemption; and

(2) such redemption occurs within 90 days after the closing of such Equity Offering.

In addition, at any time prior to April 15, 2019, the Company may, on any one or more occasions, redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice mailed or otherwise sent to each Holder in accordance with the applicable procedures of DTC, at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus the Applicable Premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

If the optional redemption date is on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest in respect of Notes subject to redemption will be paid on the redemption date to the Person in whose name the Note is registered at the close of business, on such record date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company.

In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not listed, then on a pro rata basis, by lot in accordance with the applicable procedures of DTC or by such other method as the Trustee in its sole discretion deems to be fair and appropriate, although no Note of $2,000 in principal amount or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption relating to such Note will state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note.

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Any redemption notice may, at the Company’s discretion, be subject to one or more conditions precedent, including completion of an Equity Offering or other corporate transaction. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date so delayed.

Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

Mandatory redemption; open market purchases

The Company is not required to make any mandatory redemption or sinking fund payments with respect to the Notes. However, under certain circumstances, the Company may be required to offer to purchase the Notes as described under the caption “—Repurchase at the Option of Holders.”

The Company may acquire Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise.

Ranking

The Notes are general unsecured obligations of the Company that rank senior in right of payment to all future Indebtedness that is expressly subordinated in right of payment to the Notes. The Notes rank equally in right of payment with all existing and future Indebtedness of the Company that is not so subordinated, are effectively subordinated to all of our Secured Indebtedness (to the extent of the value of the assets securing such Indebtedness) and are structurally subordinated to the liabilities of our Non-Guarantor Subsidiaries. In the event of bankruptcy, liquidation, reorganization or other winding-up of the Company or the Guarantors or upon a default in payment with respect to, or the acceleration of, any Indebtedness under the Senior Credit Facility or other senior Secured Indebtedness, the assets of the Company and the Guarantors that secure such senior Secured Indebtedness will be available to pay obligations on the Notes and the Note Guarantees only after all Indebtedness under such Senior Credit Facility and other senior Secured Indebtedness and certain related secured Hedging Obligations, banking services and cash management obligations have been repaid in full from such assets. We advise you that there may not be sufficient assets remaining to pay amounts due on any or all of the Notes and the Note Guarantees then outstanding.

On a pro forma basis, after giving effect to the Transactions, as of June 30, 2016:

• we would have had approximately $2,614.2 million of total indebtedness (including the Notes);

• of our total indebtedness, we would have had approximately $2,189.1 million of Secured Indebtedness, all of which would have been Incurred under the Senior Credit Facility, to which the Notes would have been effectively subordinated to the extent of the value of the assets securing such Indebtedness;

• we would have had availability of $210.0 million under the Senior Credit Facility and $97.5 million available under uncommitted lines of credit; and

• our Non-Guarantor Subsidiaries would have had $1,892.4 million of liabilities (including trade payables but excluding intercompany liabilities), all of which would have been structurally senior to the Notes.

Although the Indenture limits the amount of Indebtedness that the Company and its Restricted Subsidiaries may Incur, such Indebtedness may be substantial and a significant portion of such Indebtedness may be Secured Indebtedness or structurally senior to the Notes.

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Note guarantees

Each Domestic Restricted Subsidiary that either is a borrower under or that guarantees Obligations under the Senior Credit Facility guarantees the Notes. The Guarantors, jointly and severally, irrevocably and unconditionally guarantee, on a senior unsecured basis, the Company’s Obligations under the Notes and all Obligations under the Indenture. Such Guarantors have, jointly and severally, agreed to pay, in addition to the amount stated above, any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under the Note Guarantees.

Each of the Note Guarantees:

• is a general unsecured, senior obligation of each Guarantor;

• ranks equally in right of payment with any existing and future senior Indebtedness of each such entity;

• is effectively subordinated to all Secured Indebtedness of a Guarantor (including the Guarantee of the Senior Credit Facility) to the extent of the value of the assets securing such Indebtedness;

• is senior in right of payment to any future Guarantor Subordinated Obligations of the Guarantors; and

• is structurally subordinated to all liabilities of any Non-Guarantor Subsidiary.

On a pro forma basis after giving effect to the Transactions, as of June 30, 2016, the Guarantors would have had no Guarantor Subordinated Obligations.

Although the Indenture limits the amount of Indebtedness that Restricted Subsidiaries may Incur, such Indebtedness may be substantial and a significant portion of such Indebtedness may be Secured Indebtedness or structurally senior to the Notes.

For the six months ended June 30, 2016, on a pro forma basis after giving effect to the Transactions, the Non-Guarantor Subsidiaries represented approximately 79.5 percent of net sales on a consolidated basis. As of June 30, 2016, on a pro forma basis after giving effect to the Transactions, the Non-Guarantor Subsidiaries represented approximately 55.2 percent of total assets and had $1,892.4 million of total liabilities on a consolidated basis, including debt and trade payables but excluding intercompany liabilities, all of which would be structurally senior to the Notes.

Any entity that makes a payment under its Note Guarantee will be entitled upon payment in full of all Obligations that are Guaranteed under the Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment, determined in accordance with GAAP.

The obligations of each Guarantor under its Note Guarantee will be limited as necessary to prevent that Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. If a Note Guarantee were rendered voidable, it could be subordinated by a court to all other Indebtedness (including Guarantees and other contingent liabilities) of the Guarantor, and, depending on the amount of such Indebtedness, a Guarantor’s liability on its Note Guarantee could be reduced to zero. See “Risk Factors—Risks related to the notes and our debt—Federal and state fraudulent transfer laws may permit a court to void the notes and/or the note guarantees, and if that occurs, you may not receive any payments on the notes.”

The Indenture provides that each Note Guarantee by a Guarantor will be automatically and unconditionally released and discharged upon:

(1)    (a) any sale, assignment, transfer, conveyance, exchange or other disposition (by merger, consolidation or otherwise) of the Capital Stock of such Guarantor after which the applicable Guarantor is no longer a Restricted Subsidiary, which sale, assignment, transfer, conveyance, exchange or other disposition is made in compliance with the provisions of the Indenture;

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(b) the release or discharge of such Guarantor from its Guarantee of Indebtedness of the Company and Restricted Subsidiaries under the Senior Credit Facility (including, by reason of the termination of the Senior Credit Facility) and all other Indebtedness for borrowed money of the Company and the Guarantors, including the Guarantee that resulted in the obligation of such Guarantor to Guarantee the Notes, if such Guarantor would not then otherwise be required to Guarantee the Notes pursuant to the Indenture, except a release or discharge by or as a result of payment under such Guarantee; provided that if such Guarantor has Incurred any Indebtedness in reliance on its status as a Guarantor under the covenant “—Certain Covenants—Limitation on Indebtedness,” such Guarantor’s obligations under such Indebtedness, as the case may be, so Incurred are satisfied in full and discharged or are otherwise permitted to be Incurred by a Restricted Subsidiary (other than a Guarantor) under “—Certain Covenants—Limitation on Indebtedness”;

(c) the proper designation of any Guarantor as an Unrestricted Subsidiary;

(d) with the consent of the Holders in accordance with the provisions under the caption “—Amendments and Waivers”;

(e) the Company’s exercise of its legal defeasance option or covenant defeasance option as described under “—Defeasance”; or

(f) the satisfaction and discharge of the Company’s obligations under the Indenture in accordance with the terms of the Indenture; and

(2) in the case of clauses 1(a), (c), (d), (e) and (f) only, such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction or release have been complied with.

At the written request of the Company, the Trustee shall execute and deliver any documents reasonably required in order to evidence such release and discharge in respect of the applicable Guarantee.

In the event that any released Guarantor (in the case of clause 1(b), (c) and (d) above) thereafter borrows money or guarantees Indebtedness under the Senior Credit Facility or guarantees any other Indebtedness for borrowed money of the Company or any Guarantor, such former Guarantor will again provide a Note Guarantee if required pursuant to the covenant described under “Certain Covenants—Future Guarantors.”

Repurchase at the option of holders

Change of Control

If a Change of Control occurs, the Company will make an offer to purchase all of the Notes (the “Change of Control Offer”) at a purchase price in cash equal to 101% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (the “Change of Control Payment”), subject to the right of Holders of record on a record date to receive any interest due on the Change of Control Payment Date (as defined below).

Within 30 days following any Change of Control, unless the Company has exercised its right to redeem all of the Notes as described under “—Optional Redemption,” the Company will mail a notice of such Change of Control Offer to each Holder or otherwise send notice in accordance with the applicable procedures of DTC, with a copy to the Trustee, stating:

(1) that a Change of Control Offer is being made, the expiration time for such Change of Control Offer (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed or otherwise sent in accordance with the applicable procedures of DTC) and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for purchase by the Company at a purchase price in cash equal to 101% of the principal amount of such Notes plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (subject to the right of Holders of record on the applicable record date to receive interest due on the Change of Control Payment Date (as defined below);

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(2) the purchase date (which shall be no later than five Business Days after the date such Change of Control Offer expires) (the “Change of Control Payment Date”);

(3) if such notice is delivered prior to the occurrence of a Change of Control, that the Change of Control Offer is conditioned upon the occurrence of such Change of Control and setting forth a brief description of the definitive agreement for the Change of Control; and

(4) the procedures determined by the Company, consistent with the Indenture, that a Holder must follow in order to have its Notes repurchased.

On the Change of Control Payment Date, the Company will, to the extent lawful:

(1) accept for payment all Notes or portions of Notes (in integral multiples of $1,000) validly tendered and not validly withdrawn pursuant to the Change of Control Offer provided that if, following repurchase of a portion of a Note, the remaining principal amount of such Note outstanding immediately after such repurchase would be less than $2,000, then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is $2,000;

(2) deposit with the Paying Agent (or, if the Company or any Restricted Subsidiary is acting as Paying Agent, segregate and hold in trust) an amount sufficient to make the Change of Control Payment in respect of all Notes or portions of Notes so validly tendered and not validly withdrawn; and

(3) deliver or cause to be delivered to the Trustee for cancellation of the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company.

The Paying Agent will promptly mail (or otherwise send in accordance with the applicable procedures of DTC) to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or otherwise send in accordance with the applicable procedures of DTC) (or cause to be transferred by book-entry) to each Holder a new Note (it being understood that, notwithstanding anything in the Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate will be required for the Trustee to authenticate and mail or send such new Note) equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or integral multiples of $1,000 in excess thereof.

If the Change of Control Payment Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest to, but excluding, the Change of Control Payment Date will be paid on the Change of Control Payment Date to the Person in whose name a Note is registered at the close of business on such record date. Unless the Company defaults in the payment of the Change of Control Payment, interest will cease to accrue on the Notes or portions thereof purchased on the Change of Control Payment Date.

The Change of Control provisions described above will be applicable whether or not any other provisions of the Indenture are applicable. Except as described above with respect to a Change of Control, the Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

The Senior Credit Facility provides, and future credit agreements or other agreements relating to Indebtedness to which the Company becomes a party may provide, that certain change of control events with respect to the Company would constitute a default thereunder (including a Change of Control under the Indenture). If we experience a change of control that triggers a default under the Senior Credit Facility or any such future Indebtedness, we could seek a waiver of such default or seek to refinance the Senior Credit Facility. In the event we do not obtain such a waiver or do not refinance the Senior Credit Facility, such default could result in amounts outstanding under the Senior Credit Facility being declared due and payable.

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Our ability to pay cash to the Holders of Notes following the occurrence of a Change of Control may be limited by our then-existing financial resources. Therefore, sufficient funds may not be available when necessary to make any required repurchases.

The Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer or (2) the Company has exercised its right to redeem all of the Notes as described under “—Optional Redemption.” Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the occurrence of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.

The Company will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of the Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations described in the Indenture by virtue of the conflict.

If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company as described above, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party will have the right, upon not less than 30 days’ nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to, but excluding, the date of redemption.

The Change of Control provisions described above may deter certain mergers, tender offers and other takeover attempts involving the Company by increasing the capital required to effectuate such transactions. The definition of “Change of Control” includes a disposition of all or substantially all of the property and assets of the Company and its Restricted Subsidiaries taken as a whole to any Person. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of “all or substantially all” of the property or assets of a Person. As a result, it may be unclear as to whether a Change of Control has occurred and whether a Holder may require the Company to make an offer to repurchase the Notes as described above.

Certain provisions under the Indenture relative to the Company’s obligation to make an offer to repurchase the Notes as a result of a Change of Control may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes.

Asset sales

The Company will not, and will not permit any of its Restricted Subsidiaries (provided that, prior to the Domination Agreement Effective Date, this covenant will not apply to any Purchased Entity) to, cause, make or suffer to exist any Asset Disposition unless:

(1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Disposition) of the shares and assets subject to such Asset Disposition; and

(2) at least 75% of the consideration from such Asset Disposition received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents.

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For the purposes of clause (2) above and for no other purpose, the following will be deemed to be cash:

(1) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet, as determined in good faith by the Company) of the Company or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or the Note Guarantees) that are assumed by the transferee of any such assets and from which the Company and all Restricted Subsidiaries have been validly released or which have been discharged by operation of law or otherwise;

(2) any securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Disposition; and

(3) any Designated Noncash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (3) that is at that time outstanding, not to exceed the greater of (i) $50.0 million and (ii) 1.25% of Total Tangible Assets at the time of the receipt of such Designated Noncash Consideration (with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received without giving effect to subsequent changes in value).

Within 365 days from the later of the date of such Asset Disposition and the receipt of such Net Available Cash, an amount equal to 100% of the Net Available Cash from such Asset Disposition may be applied by the Company or such Restricted Subsidiary, as the case may be, as follows:

(a) to permanently reduce (and permanently reduce commitments with respect thereto): (i) Secured Indebtedness under the Senior Credit Facility and (ii) Secured Indebtedness of the Company (other than any Disqualified Stock or Subordinated Obligations) or Secured Indebtedness of a Guarantor or Indebtedness of a Non-Guarantor Subsidiary (other than any Disqualified Stock or Guarantor Subordinated Obligations), in each case other than Indebtedness owed to the Company or an Affiliate of the Company;

(b) to permanently reduce obligations under other Indebtedness of the Company (other than any Disqualified Stock or Subordinated Obligations) or Indebtedness of a Guarantor (other than any Disqualified Stock or Guarantor Subordinated Obligations), in each case other than Indebtedness owed to the Company or an Affiliate of the Company; provided that the Company shall equally and ratably reduce Obligations under the Notes, as provided under “—Optional Redemption,” through open market purchases at or above 100% of the principal amount thereof or by making an offer (in accordance with the procedures set forth below for an Asset Disposition Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof, in each case plus the amount of accrued but unpaid interest on the Notes that are purchased or redeemed;

(c) in the case of an Assets Disposition by a Non-Guarantor Subsidiary, to permanently reduce Indebtedness of (i) a Non-Guarantor Subsidiary (other than Indebtedness owed to the Company or a Guarantor) or (ii) the Company or a Guarantor;

(d) to make capital expenditures or invest in Additional Assets; or

(e) any combination of the foregoing;

provided that pending the final application of any such Net Available Cash in accordance with clause (a), (b), (c), (d) or (e) above, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness (including under a revolving Debt Facility) or otherwise invest such Net Available Cash in any manner not prohibited by the Indenture; provided, further, that in the case of clause (c), a binding commitment to invest in Additional Assets shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Company or a Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and such Net Available Cash is actually applied in such manner within the later of

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365 days from the consummation of the Asset Sale and 180 days from the date of the Acceptable Commitment, and in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Available Cash is applied in connection therewith, the Company or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination and such Net Available Cash is actually applied in such manner within 180 days from the date of the Second Commitment, it being understood that if a Second Commitment is later cancelled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall constitute Excess Proceeds.

Any Net Available Cash from Asset Dispositions that is not applied or invested as provided in the preceding paragraph will be deemed to constitute “Excess Proceeds.” On the 366^th day after an Asset Disposition, if the aggregate amount of Excess Proceeds exceeds $40.0 million, the Company will be required to make an offer (an “Asset Disposition Offer”) to all Holders and, to the extent required by the terms of any outstanding Pari Passu Indebtedness, to all holders of such Pari Passu Indebtedness, to purchase the maximum aggregate principal amount of Notes and any such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (subject to the right of Holders of record on a record date to receive interest due on the Asset Disposition Purchase Date (as defined below), in accordance with the procedures set forth in the Indenture or the agreements governing the Pari Passu Indebtedness, as applicable, in the case of the Notes in integral multiples of $1,000; provided that if, following repurchase of a portion of a Note, the remaining principal amount of such Note outstanding immediately after such repurchase would be less than $2,000, then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is $2,000. The Company shall commence an Asset Disposition Offer with respect to Excess Proceeds by mailing (or otherwise communicating in accordance with the applicable procedures of DTC) the notice required pursuant to the terms of the Indenture, with a copy to the Trustee. To the extent that the aggregate amount of Notes and Pari Passu Indebtedness validly tendered and not validly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds to reduce Indebtedness and for other general corporate purposes, subject to other covenants contained in the Indenture. If the aggregate principal amount of Notes and Pari Passu Indebtedness validly tendered and not validly withdrawn pursuant to an Asset Disposition Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis on the basis of the aggregate accreted value or principal amount of tendered Notes and Pari Passu Indebtedness (provided that the selection of such Pari Passu Indebtedness shall be made pursuant to the terms of such Pari Passu Indebtedness). Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero.

The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will apply all Excess Proceeds to the purchase of the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness (on a pro rata basis, if applicable) required to be offered for purchase pursuant to this covenant (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Notes and Pari Passu Indebtedness validly tendered in response to the Asset Disposition Offer. Payment for any Notes so purchased will be made in the same manner as interest payments are made.

If the Asset Disposition Purchase Date is on or after an applicable interest record date and on or before the related interest payment date, any accrued and unpaid interest to, but excluding, the Asset Disposition Purchase Date will be paid on the Asset Disposition Date to the Person in whose name a Note is registered at the close of business on such record date. Unless the Company defaults in the payment of the purchase price for Notes accepted by the Company for purchase pursuant to this covenant, interest will cease to accrue on the Notes or portions thereof purchased on the Asset Disposition Purchase Date.

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On or before the Asset Disposition Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Notes and Pari Passu Indebtedness or portions thereof validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or, if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Notes and Pari Passu Indebtedness so tendered, in the case of the Notes in integral multiples of $1,000; provided that if, following repurchase of a portion of a Note, the remaining principal amount of such Note outstanding immediately after such repurchase would be less than $2,000, then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is $2,000. The Company will deliver, or cause to be delivered, to the Trustee the Notes so accepted and an Officer’s Certificate stating the aggregate principal amount of Notes so accepted and that such Notes were accepted for payment by the Company in accordance with the terms of this covenant. In addition, the Company will deliver all certificates and instruments required, if any, by the agreements governing the Pari Passu Indebtedness. The Paying Agent or the Company, as the case may be, will promptly, but in no event later than five Business Days after termination of the Asset Disposition Offer Period, mail (or otherwise send in accordance with the applicable procedures of DTC) to each tendering Holder or holder or lender of Pari Passu Indebtedness, as the case may be, an amount equal to the purchase price of the Notes or Pari Passu Indebtedness so validly tendered and not validly withdrawn by such holder or lender, as the case may be, and accepted by the Company for purchase, and the Company will promptly issue a new Note, and the Trustee, upon delivery of an authentication order from the Company, will authenticate and mail (or otherwise send in accordance with the applicable procedures of DTC) (or cause to be transferred by book entry) such new Note to such Holder (it being understood that, notwithstanding anything in the Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate will be required for the Trustee to authenticate and mail or send such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Indebtedness. Any Note not so accepted will be promptly mailed or sent by the Company to the Holder thereof.

The Company will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to an Asset Disposition Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of the Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Indenture by virtue of any conflict.

Certain covenants

Prior to the Domination Agreement Effective Date, none of the Purchased Entities will be subject to any of the restrictive covenants in the Indenture. See “Risk Factors—Risks related to the notes and our debt—Prior to the Domination Agreement Effective Date, neither Wincor Nixdorf nor any of its subsidiaries will be subject to any of the restrictive covenants contained in the Indenture or the Senior Credit Facility.”

Effectiveness of covenants

Following the first day (such date, a “Suspension Date”):

(a) the Notes have an Investment Grade Rating from both of the Rating Agencies; and

(b) no Default has occurred and is continuing under the Indenture,

the Company and its Restricted Subsidiaries will not be subject to the provisions of the Indenture summarized under the headings:

• “—Repurchase at the Option of Holders—Asset Sales,”

• “—Limitation on Restricted Payments,”

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• “—Limitation on Indebtedness,”

• “—Future Guarantors” (but only with respect to any Person that is required to become a Guarantor on or after the date of the commencement of the applicable Suspension Date)

• “—Limitation on Restrictions on Distributions from Restricted Subsidiaries,”

• “—Limitation on Affiliate Transactions,” and

• clause (4) of the first paragraph of “—Merger and Consolidation”

(collectively, the “Suspended Covenants”). If at any time the Notes’ credit rating is downgraded from an Investment Grade Rating by any Rating Agency or if a Default or Event of Default occurs and is continuing, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of the Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of the Indenture), unless and until the Notes subsequently attain an Investment Grade Rating from both of the Rating Agencies and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade Rating from both of the Rating Agencies and no Default or Event of Default is in existence); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist under the Indenture, the Notes or the Note Guarantees with respect to the Suspended Covenants based on, and none of the Company or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period (as defined below), regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the Suspension Date and the Reinstatement Date is referred to as the “Suspension Period.” In addition, during any Suspension Period, the amount of Excess Proceeds shall be reset at zero.

On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will be classified to have been Incurred pursuant to the first paragraph of “—Limitation on Indebtedness” or one of the clauses set forth in the second paragraph of “—Limitation on Indebtedness” (in each case to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reinstatement Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reinstatement Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to the first or second paragraph of “—Limitation on Indebtedness,” such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified under clause (3) of the second paragraph of “—Limitation on Indebtedness.” Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under “—Limitation on Restricted Payments” will be made as though the covenant described under “—Limitation on Restricted Payments” had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first paragraph of “—Limitation on Restricted Payments.”

During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to the Indenture.

Promptly following the occurrence of any Suspension Date or Reinstatement Date, the Company will provide an Officer’s Certificate to the Trustee regarding such occurrence. The Trustee shall have no obligation to independently determine or verify if a Suspension Date or Reinstatement Date has occurred or notify the Holders of any Suspension Date or Reinstatement Date. There can be no assurance that the Notes will ever achieve an Investment Grade Rating.

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Limitation on restricted payments

The Company will not, and will not permit any of its Restricted Subsidiaries (provided that, prior to the Domination Agreement Effective Date, this covenant will not apply to any Purchased Entity), directly or indirectly, to:

(1) declare or pay any dividend or make any distribution (whether made in cash, securities or other property) on or in respect of its or any of its Restricted Subsidiaries’ Capital Stock (including any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) other than:

(a) dividends or distributions payable solely in Capital Stock of the Company (other than Disqualified Stock); and

(b) dividends or distributions by a Restricted Subsidiary, so long as, in the case of any dividend or distribution payable on or in respect of any Capital Stock issued by a Restricted Subsidiary that is not a Wholly Owned Subsidiary, the Company or the Restricted Subsidiary holding such Capital Stock receives at least its pro rata share of such dividend or distribution;

(2) purchase, redeem, retire or otherwise acquire for value, including in connection with any merger or consolidation, any Capital Stock of the Company or any direct or indirect parent of the Company held by Persons other than the Company or a Restricted Subsidiary;

(3) make any principal payment on, or purchase, repurchase, redeem, defease or otherwise acquire or retire for value, prior to any scheduled repayment, scheduled sinking fund payment or scheduled maturity, any Subordinated Obligations or Guarantor Subordinated Obligations, other than:

(a) Indebtedness of the Company owing to and held by any Guarantor or Indebtedness of a Guarantor owing to and held by the Company or any other Guarantor permitted under clause (5) of the second paragraph of the covenant “—Limitation on Indebtedness;” or

(b) the purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations or Guarantor Subordinated Obligations of any Guarantor purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase, redemption, defeasance or other acquisition or retirement; or

(4) make any Restricted Investment

(all such payments and other actions referred to in clauses (1) through (4) above (other than any exception thereto) shall be referred to as a “Restricted Payment”), unless, at the time of and after giving effect to such Restricted Payment:

(A) no Default shall have occurred and be continuing (or would result therefrom);

(B) immediately after giving effect to such transaction on a pro forma basis, the Company could Incur $1.00 of additional Indebtedness under the provisions of the first paragraph of the “—Limitation on Indebtedness” covenant; and

(C) the aggregate amount of such Restricted Payment and all other Restricted Payments declared or made subsequent to the Issue Date (excluding Restricted Payments made pursuant to clauses (1), (2), (3), (7), (8), (9), (10), (12), (14), (15), (16) and (17) of the next succeeding paragraph) would not exceed the sum of (without duplication):

(i) 50% of Consolidated Net Income for the period (treated as one accounting period) from the beginning of the fiscal quarter in which the Issue Date occurs to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment for which financial statements are available (or, in case such Consolidated Net Income is a deficit, minus 100% of such deficit); plus

(ii) 100% of the aggregate Net Cash Proceeds and the Fair Market Value of marketable securities or other property received by the Company from the issue or sale of its Capital Stock (other than

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Disqualified Stock and Capital Stock issued in connection with the Transactions) or other capital contributions subsequent to the Issue Date, other than:

(x) Net Cash Proceeds received from an issuance or sale of such Capital Stock to a Subsidiary of the Company or to an employee stock ownership plan, option plan or similar trust to the extent such sale to an employee stock ownership plan or similar trust is financed by loans from or Guaranteed by the Company or any Restricted Subsidiary unless such loans have been repaid with cash on or prior to the date of determination; and

(y) Net Cash Proceeds received by the Company from the issue and sale of its Capital Stock or capital contributions to the extent applied to redeem Notes in compliance with the provisions set forth under the second paragraph of “—Optional Redemption;”plus

(iii) the amount by which Indebtedness of the Company or its Restricted Subsidiaries is reduced on the Company’s consolidated balance sheet upon the conversion or exchange (other than debt held by a Subsidiary of the Company) subsequent to the Issue Date of any Indebtedness of the Company or its Restricted Subsidiaries convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Company (less the amount of any cash, or the Fair Market Value of any other property, distributed by the Company upon such conversion or exchange); plus

(iv) the amount equal to the net reduction in Restricted Investments made by the Company or any of its Restricted Subsidiaries in any Person resulting from:

(x) repurchases or redemptions of such Restricted Investments by such Person, proceeds realized upon the sale of such Restricted Investment to an unaffiliated purchaser, repayments of loans or advances or other transfers of assets (including by way of dividend or distribution) by such Person to the Company or any Restricted Subsidiary (other than for reimbursement of tax payments); or

(y) the redesignation of Unrestricted Subsidiaries as Restricted Subsidiaries or the merger or consolidation of an Unrestricted Subsidiary with and into the Company or any of its Restricted Subsidiaries (valued in each case as provided in the definition of “Investment”) not to exceed the amount of Investments previously made by the Company or any Restricted Subsidiary in such Unrestricted Subsidiary,

which amount in each case under this clause (iv) was previously included in the calculation of the amount of Restricted Payments; provided, however, that no amount will be included under this clause (iv) to the extent it is already included in Consolidated Net Income.

The provisions of the preceding paragraph will not prohibit:

(1) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Capital Stock, Disqualified Stock or Subordinated Obligations of the Company or Guarantor Subordinated Obligations of any Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, Capital Stock of the Company (other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary or an employee stock ownership plan or similar trust to the extent such sale to an employee stock ownership plan or similar trust is financed by loans from or Guaranteed by the Company or any Restricted Subsidiary unless such loans have been repaid with cash on or prior to the date of determination); provided, however, that the Net Cash Proceeds from such sale of Capital Stock will be excluded from clause (C)(ii) of the preceding paragraph;

(2) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations of the Company or Guarantor Subordinated Obligations of any Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, Subordinated Obligations of the Company or any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Guarantor Subordinated Obligations of any Guarantor made by exchange for or out of the proceeds of the substantially concurrent sale of Guarantor Subordinated Obligations of a Guarantor, so long as such refinancing

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Subordinated Obligations or Guarantor Subordinated Obligations are permitted to be Incurred pursuant to the covenant described under “—Limitation on Indebtedness” and constitute Refinancing Indebtedness;

(3) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Disqualified Stock of the Company or a Restricted Subsidiary made by exchange for or out of the proceeds of the substantially concurrent sale of Disqualified Stock of the Company or such Restricted Subsidiary, as the case may be, so long as such refinancing Disqualified Stock is permitted to be Incurred pursuant to the covenant described under “—Limitation on Indebtedness” and constitutes Refinancing Indebtedness;

(4) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of any Subordinated Obligation (a) at a purchase price not greater than 101% of the principal amount of such Subordinated Obligation in the event of a Change of Control in accordance with provisions similar to the “—Repurchase at the Option of Holders—Change of Control” covenant or (b) at a purchase price not greater than 100% of the principal amount thereof in accordance with provisions similar to the “—Repurchase at the Option of Holders—Asset Sales” covenant; provided that, prior to or simultaneously with such purchase, repurchase, redemption, defeasance or other acquisition or retirement, the Company has made the Change of Control Offer or Asset Disposition Offer, as applicable, as provided in such covenant with respect to the Notes and has completed the repurchase or redemption of all Notes validly tendered for payment in connection with such Change of Control Offer or Asset Disposition Offer;

(5) any purchase or redemption of Subordinated Obligations or Guarantor Subordinated Obligations from Net Available Cash to the extent permitted under “—Repurchase at the Option of Holders—Asset Sales;”

(6) dividends paid within 60 days after the date of declaration if at such date of declaration such dividend would have complied with this covenant;

(7) the purchase, redemption or other acquisition (including by cancellation of indebtedness), cancellation or retirement for value of Capital Stock or equity appreciation rights of the Company held by any future, present or former directors, officers, employees, management or consultants or advisors of the Company or any Subsidiary of the Company or their assigns, estates, heirs, family members or former family members or any other permitted transferee, in each case in connection with the repurchase provisions under stock option or stock purchase agreements or other agreements to compensate such persons approved by the Board of Directors of the Company; provided that such redemptions or repurchases pursuant to this clause will not exceed $10.0 million in the aggregate during any fiscal year, with any unused amounts in any fiscal year being carried over to the two succeeding fiscal years (the “Carryover Amount” and, for purposes of calculating the Carryover Amount for any fiscal year, the unused amounts from any prior fiscal years shall be deemed to have been utilized first by making any Restricted Payment pursuant to this clause (7) in such fiscal year), although such amount in any fiscal year may be increased by an amount not to exceed:

(a) the Net Cash Proceeds from the sale of Capital Stock (other than Disqualified Stock) of the Company to future, existing or former employees, directors, consultants or members of management of the Company or any of its Subsidiaries that occurs after the Issue Date; plus

(b) the cash proceeds of key man life insurance policies received by the Company or its Restricted Subsidiaries after the Issue Date; less

(c) the amount of any Restricted Payments made since the Issue Date with the Net Cash Proceeds described in clauses (a) and (b) of this clause (7);

provided, further, that the cancellation of Indebtedness owing to the Company from employees, directors, officers or consultants or members of management of the Company or any of its Subsidiaries (including their permitted transferees) in connection with any repurchase of Capital Stock will not be deemed to constitute a Restricted Payment under the Indenture;

(8) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Company issued in accordance with the terms of the Indenture to the extent such dividends are included in the definition of “Consolidated Interest Expense”;

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(9) repurchases of Capital Stock deemed to occur (A) upon the exercise, conversion or exchange of stock options, warrants, other rights to purchase Capital Stock or other convertible or exchangeable securities if such Capital Stock represents all or portion of the exercise price thereof or (B) as a result of Capital Stock being utilized to satisfy tax withholding obligations upon (i) the exercise of stock options or (b) the vesting of other equity awards that constitute Capital Stock;

(10) any payment of cash in respect of fractional shares of the Company’s Capital Stock upon the exercise, conversion or exchange of any stock options, warrants, other rights to purchase Capital Stock or other convertible or exchangeable securities of the Company;

(11) the declaration and payment of cash dividends on the Company’s Common Stock in an amount not to exceed (i) $30.0 million in any fiscal quarter prior to the fiscal quarter in which the Acquisition Closing Date occurs and (ii) 12.5 cents per share in any fiscal quarter beginning with the fiscal quarter in which the Acquisition Closing Date occurs (as adjusted so that the aggregate amount payable pursuant to this clause (11) is not increased or decreased solely as a result of any stock split, stock dividend or similar transaction);

(12) any Restricted Payment made to consummate the Transactions as contemplated by the Acquisition Documents and any subsequent acquisitions of Wincor Nixdorf Shares;

(13) any Restricted Payment so long as, after giving pro forma effect thereto, the Total Net Leverage Ratio of the Company would not exceed 2.75 to 1.00;

(14) the distribution, by dividend or otherwise, of shares of Capital Stock of Unrestricted Subsidiaries (other than Unrestricted Subsidiaries the primary assets of which are cash and/or cash equivalents);

(15) Restricted Payments made pursuant to the Diebold, Incorporated 2014 Non-Qualified Stock Purchase Plan (or any successor thereto) in an aggregate amount (net of employee contributions) not to exceed $3.0 million in any fiscal year;

(16) the repurchase or redemption of the Company’s Capital Stock or rights to purchase such Capital Stock issued in connection with any future shareholder rights plan of the Company;

(17) Restricted Payments required to be made pursuant to the terms of the Domination Agreement; and

(18) other Restricted Payments in an aggregate amount, when taken together with all other Restricted Payments made pursuant to this clause (18) (as reduced by the amount of capital returned from any such Restricted Payments that constituted Restricted Investments in the form of cash and Cash Equivalents (exclusive of items reflected in Consolidated Net Income)) not to exceed the greater of (a) $100.0 million and (b) 2.5% of Total Tangible Assets (with the Fair Market Value of each Restricted Payment being measured at the time made and without giving effect to subsequent changes in value);

provided, however, that at the time of and after giving effect to, any Restricted Payment permitted under clauses (5), (8), (11), (13) and (18), no Default shall have occurred and be continuing or would occur as a consequence thereof.

The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of such Restricted Payment (without giving effect to subsequent changes in value) of the assets or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment. The amount of any Restricted Payment paid in cash shall be its face amount.

To the extent any cash or any other property is paid or distributed by the Company or any of its Restricted Subsidiaries upon the conversion or exchange of any Indebtedness of the Company or its Restricted Subsidiaries convertible or exchangeable for Capital Stock of the Company or upon any other acquisition or retirement of any Indebtedness of the Company or any of its Restricted Subsidiaries for an amount based on the value of such Capital Stock, (1) any amount of such cash or property that exceeds the principal amount of the Indebtedness that is converted, exchanged, acquired or retired and any accrued interest paid thereon (and only such excess amount) shall be deemed to be a Restricted Payment described in clause (2) of the first paragraph of this covenant and (2) the amount of such cash or property up to an amount equal to the principal amount of the Indebtedness that is

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converted, exchanged, acquired or retired shall be deemed to be a Restricted Payment described in clause (3) of the first paragraph of this covenant if such Indebtedness is a Subordinated Obligation or Guarantor Subordinated Obligation. If the Company or any of its Restricted Subsidiaries repurchases any Indebtedness of the Company or its Restricted Subsidiaries convertible or exchangeable for Capital Stock of the Company in the open market at a price in excess of the principal amount of such Indebtedness and any accrued and unpaid interest thereon, such excess amount shall be deemed to be a Restricted Payment described in clause (2) of the first paragraph of this covenant.

Limitation on indebtedness

The Company will not, and will not permit any of its Restricted Subsidiaries (provided that, prior to the Domination Agreement Effective Date, this covenant will not apply to any Purchased Entity) to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness); provided, however, that the Company and any of its Restricted Subsidiaries may Incur Indebtedness if on the date thereof and after giving effect thereto on a pro forma basis (1) the Consolidated Coverage Ratio for the Company and its Restricted Subsidiaries is at least 2.00 to 1.00 and (2) no Default or Event of Default will have occurred or be continuing or would occur as a consequence of Incurring the Indebtedness or entering into the transactions relating to such Incurrence.

The first paragraph of this covenant will not prohibit the Incurrence of the following Indebtedness:

(1) Indebtedness of the Company or any Guarantor Incurred under a Debt Facility and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with undrawn trade letters of credit and reimbursement obligations relating to trade letters of credit satisfied within 30 days being excluded, and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof) in an aggregate amount outstanding at any one time not to exceed $3,000.0 million;

(2) Indebtedness of the Company represented by the Notes (other than any Additional Notes) and Indebtedness of any Guarantor represented by a Note Guarantee (other than in respect of any Additional Notes);

(3) Indebtedness of the Company and its Restricted Subsidiaries in existence on the Issue Date (other than Indebtedness described in clauses (1), (2), (4), (5), (6), (8), (10), (11), (15), (16), (19), (20) and (21) of this paragraph);

(4) Guarantees by (a) the Company or Guarantors of Indebtedness permitted to be Incurred by the Company or a Guarantor in accordance with the provisions of the Indenture; provided that in the event such Indebtedness that is being Guaranteed is a Subordinated Obligation or a Guarantor Subordinated Obligation, then the related Guarantee shall be subordinated in right of payment to the Notes or the Note Guarantee, as the case may be, and (b) Non-Guarantor Subsidiaries of Indebtedness Incurred by Non-Guarantor Subsidiaries in accordance with the provisions of the Indenture;

(5) Indebtedness of the Company owing to and held by any Restricted Subsidiary (other than a Receivables Entity) or Indebtedness of a Restricted Subsidiary owing to and held by the Company or any other Restricted Subsidiary (other than a Receivables Entity); provided, however,

(a) if the Company is the obligor on Indebtedness owing to a Non-Guarantor Subsidiary, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to the Notes;

(b) if a Guarantor is the obligor on Indebtedness owing to a Non-Guarantor Subsidiary, such Indebtedness is expressly subordinated in right of payment to the Note Guarantee of such Guarantor; and

(c) (i)any subsequent issuance or transfer of Capital Stock or any other event which results in any such Indebtedness being beneficially held by a Person other than the Company or a Restricted Subsidiary of the Company (other than a Receivables Entity); and

(ii) any sale or other transfer of any such Indebtedness to a Person other than the Company or a Restricted Subsidiary of the Company (other than a Receivables Entity)

shall be deemed, in each case under this clause (5)(c), to constitute an Incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be;

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(6) Preferred Stock of a Restricted Subsidiary held by the Company or any other Restricted Subsidiary (other than a Receivables Entity); provided, however,

(a) any subsequent issuance or transfer of Capital Stock or any other event which results in such Preferred Stock being beneficially held by a Person other than the Company or a Restricted Subsidiary of the Company (other than a Receivables Entity); and

(b) any sale or other transfer of any such Preferred Stock to a Person other than the Company or a Restricted Subsidiary of the Company (other than a Receivables Entity)

shall be deemed in each case under this clause (6) to constitute an Incurrence of such Preferred Stock by such Subsidiary;

(7) Indebtedness of Persons (other than any Purchased Entity) Incurred and outstanding on the date on which such Person became a Restricted Subsidiary or was acquired by, or merged into, the Company or any Restricted Subsidiary (other than Indebtedness Incurred (a) to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company or (b) otherwise in connection with, or in contemplation of, such acquisition); provided, however, that at the time such Person is acquired, either

(i) the Company would have been able to Incur $1.00 of additional Indebtedness pursuant to the first paragraph of this covenant on a pro forma basis after giving effect to the Incurrence of such Indebtedness pursuant to this clause (7); or

(ii) on a pro forma basis, the Consolidated Coverage Ratio of the Company and its Restricted Subsidiaries is equal to or higher than such ratio immediately prior to such acquisition or merger;

(8) Indebtedness under Hedging Obligations that are Incurred in the ordinary course of business (and not for speculative purposes);

(9) Indebtedness (including Capitalized Lease Obligations) of the Company or a Restricted Subsidiary Incurred to finance the purchase, lease, construction or improvement of any property, plant or equipment used or to be used in the business of the Company or such Restricted Subsidiary through the direct purchase of such property, plant or equipment, and any Indebtedness of a Restricted Subsidiary which serves to refund or refinance any Indebtedness Incurred pursuant to this clause (9), in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (9) and then outstanding, will not exceed the greater of (a) $50.0 million and (b) 1.25% of Total Tangible Assets;

(10) Indebtedness Incurred by the Company or its Restricted Subsidiaries in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance, self-insurance obligations, performance, bid, surety and similar bonds and completion Guarantees (not for borrowed money) provided in the ordinary course of business;

(11) Indebtedness (other than Indebtedness for borrowed money) arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, contribution, earn-out, adjustment of purchase price or similar obligations, in each case, Incurred or assumed in connection with the acquisition or disposition of any business or assets of the Company or any business, assets or Capital Stock of a Restricted Subsidiary;

(12) Indebtedness of Foreign Subsidiaries of the Company not to exceed the greater of (a) $150.0 million and (b) 3.75% of Total Tangible Assets at any one time outstanding;

(13) the Incurrence by the Company or any Restricted Subsidiary of Refinancing Indebtedness that serves to refund or refinance any Indebtedness Incurred as permitted under the first paragraph of this covenant and clauses (2), (3), (7), (21) and this clause (13) of the second paragraph of this covenant;

(14) Indebtedness Incurred under working capital facilities, letter of credit facilities, bank guarantee facilities or similar facilities in an aggregate amount outstanding at any one time not to exceed $50.0 million;

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(15) Indebtedness consisting of avals by any of the Company or its Restricted Subsidiaries for the benefit of, and with respect to obligations that are not classified as Indebtedness of, any of the Company or its Restricted Subsidiaries which are entered into in the ordinary course of business and consistent with standard business practices;

(16) Indebtedness arising from (a) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, or (b) the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business;

(17) Indebtedness Incurred in (a) Qualified Receivables Transactions and (b) Permitted Factoring Transactions to the extent that such Permitted Factoring Transactions are recourse to the Company or any Domestic Restricted Subsidiary in an aggregate amount outstanding at any one time not to exceed $100.0 million;

(18) Integrated Service Contract Debt in an aggregate amount outstanding at any one time not to exceed $100.0 million;

(19) Indebtedness Incurred in the ordinary course of business in connection with cash pooling arrangements and cash management arrangements in respect of netting services and similar arrangements in each case in connection with cash management and deposit accounts, but only to the extent, with respect to any such arrangements, that the total amount of deposits subject to such arrangements equals or exceeds the total amount of overdrafts or similar obligations subject to such arrangements;

(20) Indebtedness consisting of the financing of insurance premiums;

(21) Indebtedness of any Purchased Entity permitted to survive the Acquisition or be incurred thereafter and prior to the Domination Agreement Effective Date under the terms of the Acquisition Documentation (and any Refinancing Indebtedness in respect thereof), which Indebtedness is not secured by assets of the Company or its Restricted Subsidiaries (other than Wincor Nixdorf and its Subsidiaries) or guaranteed by the Company or its Restricted Subsidiaries (other than Wincor Nixdorf and its Subsidiaries);

(22) Indebtedness Incurred under Bi-lateral LC/WC Agreements in an aggregate principal amount outstanding at any one time not to exceed $300.0 million (with the aggregate principal amount outstanding at any one time in respect of Bi-lateral LC/WC Agreements constituting revolving credit facilities not to exceed $50.0 million (in each case, such amounts will be calculated exclusive of any bank guarantee or the like issued in connection with a squeeze-out of any minority shareholders of Wincor Nixdorf (i) in accordance with Sec. 327b(3) of the German Stock Corporation Act (Aktiengesetz), (ii) in accordance with Sec. 62 of the German Transformation Act (Umwandlungsgesetz) in conjunction with 327b(3) of the German Stock Corporation Act (Aktiengesetz) or (iii) in relation to a squeeze-out pursuant to 39a and 39b of the German Takeover Code (Wertpapiererwerbs- und Übernahmegesetz)); and

(23) in addition to the items referred to in clauses (1) through (22) above, Indebtedness of the Company and its Restricted Subsidiaries in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (23) and then outstanding, will not exceed the greater of (a) $100.0 million and (b) 2.5% of Total Tangible Assets at any time outstanding (with Total Tangible Assets being measured at the time of Incurrence of such Indebtedness and without giving effect to subsequent changes in value).

The Company will not Incur any Indebtedness under the preceding paragraph if the proceeds thereof are used, directly or indirectly, to refinance any Subordinated Obligations of the Company unless such Indebtedness will be subordinated to the Notes to at least the same extent as such Subordinated Obligations. No Guarantor will Incur any Indebtedness under the preceding paragraph if the proceeds thereof are used, directly or indirectly, to refinance any Guarantor Subordinated Obligations of such Guarantor unless such Indebtedness will be subordinated to the obligations of such Guarantor under its Note Guarantee to at least the same extent as such Guarantor Subordinated Obligations. No Restricted Subsidiary (other than a Guarantor) may Incur any Indebtedness if the proceeds are used to refinance Indebtedness of the Company or a Guarantor.

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For purposes of determining compliance with this covenant:

(1) in the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in the second paragraph of this covenant, the Company, in its sole discretion, will classify such item of Indebtedness on the date of Incurrence and may later reclassify such item of Indebtedness in any manner that complies with the second paragraph of this covenant and will be entitled to divide the amount and type of such Indebtedness among more than one of such clauses under the second paragraph of this covenant; provided that all Indebtedness outstanding on the Issue Date under the Senior Credit Facility, and all Indebtedness (or the portion thereof) Incurred under clause (1) of the second paragraph of this covenant, shall be deemed Incurred under clause (1) of the second paragraph of this covenant and not the first paragraph or clause (3) of the second paragraph of this covenant and may not later be reclassified;

(2) if obligations in respect of letters of credit are Incurred pursuant to a Debt Facility and relate to other Indebtedness, then such letters of credit shall be treated as Incurred pursuant to such Debt Facility and such other Indebtedness shall not be included; and

(3) except as provided in clause (2) of this paragraph, Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included.

Accrual of interest, accrual of dividends, the accretion of accreted value, the amortization of debt discount, the payment of interest in the form of additional Indebtedness and the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock will not be deemed to be an Incurrence of Indebtedness for purposes of this covenant.

In addition, the Company will not permit any of its Unrestricted Subsidiaries to Incur any Indebtedness or issue any shares of Disqualified Stock, other than Non-Recourse Debt. If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date (and, if such Indebtedness is not permitted to be Incurred as of such date under this “—Limitation on Indebtedness” covenant, the Company shall be in Default of this covenant).

For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that if such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that the Company may Incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the date of such refinancing.

For purposes of the Indenture, no Indebtedness will be deemed to be contractually subordinate or junior in right of payment to any other Indebtedness solely by virtue of (1) being unsecured or (2) its having a junior priority with respect to the same collateral.

Limitation on Liens

The Company will not, and will not permit any of its Restricted Subsidiaries (provided that, prior to the Domination Agreement Effective Date, this covenant will not apply to any Purchased Entity) to, directly or

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indirectly, create, Incur, assume or suffer to exist any Lien (other than Permitted Liens) upon any of its property or assets (including Capital Stock of Subsidiaries), or income or profits therefrom, or assign or convey any right to receive income therefrom, whether owned on the Issue Date or acquired after that date, which Lien is securing any Indebtedness, unless contemporaneously with the Incurrence of such Liens:

(1) in the case of Liens securing Subordinated Obligations or Guarantor Subordinated Obligations, the Notes and related Note Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or

(2) in all other cases, the Notes and related Note Guarantees are equally and ratably secured or are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens.

Any Lien created for the benefit of Holders pursuant to this covenant shall be automatically and unconditionally released and discharged upon the release and discharge of each of the related Liens described in clauses (1) and (2) above.

Future guarantors

The Company will cause (i) each Restricted Subsidiary (other than a Foreign Subsidiary or a Receivables Entity) that is not a Guarantor that, on the Issue Date or any time thereafter, becomes a borrower or Guarantees the Obligations under the Senior Credit Facility and (ii) each Restricted Subsidiary (other than a Foreign Subsidiary, a Receivables Entity or an Immaterial Subsidiary) that is not a Guarantor that, on the Issue Date or any time thereafter, Guarantees any other Indebtedness for borrowed money of the Company or any Guarantor to promptly execute and deliver to the Trustee a supplemental indenture to the Indenture pursuant to which such Restricted Subsidiary will irrevocably and unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest (including Additional Interest, if any) in respect of the Notes on a senior basis and all other Obligations under the Indenture. Notwithstanding the foregoing, none of the Purchased Entities will be required to provide a Note Guarantee prior to the Domination Agreement Effective Date.

At each time of distribution of annual or quarterly financial information pursuant to clauses (1) or (2) of the covenant described below under “—Reports,” the Company shall calculate the total assets and total revenues of all Immaterial Subsidiaries of the Company. In the event that the total assets or total revenues of all Immaterial Subsidiaries of the Company that Guarantee any Indebtedness of the Company or any Guarantor for borrowed money (other than Obligations under the Senior Credit Facility) would exceed 10.0% of the total assets or total revenues (after intercompany eliminations) of the Company and its Restricted Subsidiaries, in each case determined in accordance with GAAP and as shown on the Company’s consolidated balance sheet as of the end of the most recent fiscal quarter for which internal financial statements prepared on a consolidated basis in accordance with GAAP are available and its consolidated statement of operations for the period of the most recent four consecutive fiscal quarters ending on such balance sheet date, the Company shall, within 30 days of the date of distribution of such financial information, cause one or more Immaterial Subsidiaries of the Company that Guarantee any Indebtedness of the Company or any Guarantor for borrowed money (other than Obligations under the Senior Credit Facility) to provide Note Guarantees as and to the extent required to cause the total assets and total revenues of all Immaterial Subsidiaries of the Company not to exceed 10.0% of the total assets or total revenues (after intercompany eliminations) of the Company and its Restricted Subsidiaries.

The obligations of each Guarantor will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Guarantees under the Senior Credit Facility) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the Obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution Obligations under the Indenture, result in the Obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law.

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Each Note Guarantee shall be released in accordance with the provisions of the Indenture described under “—Note Guarantees.”

Limitation on Restrictions on Distributions from Restricted Subsidiaries

The Company will not, and will not permit any Restricted Subsidiary (provided that, prior to the Domination Agreement Effective Date, this covenant will not apply to any Purchased Entity) to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:

(1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness or other obligations owed to the Company or any Restricted Subsidiary (it being understood that the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock);

(2) make any loans or advances to the Company or any Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or

(3) sell, lease or transfer any of its property or assets to the Company or any Restricted Subsidiary (it being understood that such transfers shall not include any type of transfer described in clause (1) or (2) above).

The preceding paragraph will not prohibit encumbrances or restrictions existing under or by reason of:

(1) contractual encumbrances or restrictions pursuant to the Senior Credit Facility and related documentation and other agreements or instruments in effect at or entered into on the Issue Date;

(2) the Indenture, the Notes and the Note Guarantees;

(3) any agreement or other instrument of a Person acquired by the Company or any of its Restricted Subsidiaries in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired (including after-acquired property);

(4) any agreement or other instrument governing Indebtedness assumed in connection with the Acquisition in existence at the time of Acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than Wincor Nixdorf and its Subsidiaries, or the property or assets of Wincor Nixdorf and its Subsidiaries (including after-acquired property);

(5) any agreement or other instrument of a Purchased Entity permitted under the terms of the Acquisition Documentation to (i) survive the Acquisition or (ii) be entered into after the Acquisition and prior to the Domination Agreement Effective Date;

(6) any amendment, restatement, modification, renewal, supplement, refunding, replacement or refinancing of an agreement referred to in clauses (1), (2), (3), (4) or (5) of this paragraph or this clause (5); provided, however, that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are, in the good faith determination of the Company, taken as a whole, no more restrictive with respect to encumbrances and restrictions of the nature described in clauses, (1), (2) and (3) of the first paragraph of this covenant contained in the agreements referred to in clauses (1), (2), (3), (4) or (5) of this paragraph on the Issue Date, the date such Restricted Subsidiary became a Restricted Subsidiary or was merged into a Restricted Subsidiary or the Domination Agreement Effective Date, whichever is applicable;

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(7) in the case of clause (3) of the first paragraph of this covenant, Liens permitted to be Incurred under the provisions of the covenant described under “—Limitation on Liens” that limit the right of the debtor to dispose of the assets securing such Indebtedness;

(8) purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations permitted under the Indenture, in each case that impose encumbrances or restrictions of the nature described in clause (3) of the first paragraph of this covenant on the property so acquired;

(9) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Company pursuant to an agreement that has been entered into for the sale or disposition of all or a portion of the Capital Stock or assets of such Subsidiary;

(10) restrictions on cash or other deposits or net worth imposed by customers, suppliers, lessors or landlords or required by insurance, surety or bonding companies under contracts entered into in the ordinary course of business;

(11) any customary provisions in leases, subleases or licenses and other agreements entered into by the Company or any Restricted Subsidiary in the ordinary course of business and consistent with past practices;

(12) restrictions on cash or other deposits to secure the performance of bids, trade contracts, tenders, government contracts, leases, statutory obligations, surety, stay, custom, performance and appeal bonds or other obligations of a like nature (including standby letters of credit or completion guarantees), in each case in the ordinary course of business;

(13) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order;

(14) any Purchase Money Note or other Indebtedness or contractual requirements Incurred with respect to a Qualified Receivables Transaction relating exclusively to a Receivables Entity that, in the good faith determination of the Company or the relevant Restricted Subsidiary, as applicable, are necessary or appropriate to effect such Qualified Receivables Transaction;

(15) any customary provisions in partnership agreements, limited liability company agreements, joint venture agreements, other similar agreements and related governance documents entered into in the ordinary course of business;

(16) to the extent required by the minority shareholders thereof, any restriction with respect to a Foreign Subsidiary of which less than 90% of the Voting Stock is owned by the Company or any of its Subsidiaries; and

(17) other Indebtedness Incurred or Preferred Stock issued by a Restricted Subsidiary permitted to be Incurred pursuant to the provisions of the covenant described under “—Limitation on Indebtedness” that, in the good faith determination of the Company, are not more restrictive with respect to encumbrances and restrictions of the nature described in clauses (1), (2) and (3) of the first paragraph of this covenant, taken as a whole, than those applicable to the Company in the Indenture or the Senior Credit Facility on the Issue Date (which results in encumbrances or restrictions at a Restricted Subsidiary level comparable to those applicable to the Company).

Designation of Restricted and Unrestricted Subsidiaries

The Company may designate after the Issue Date any Subsidiary (including any newly acquired or newly formed Subsidiary) as an “Unrestricted Subsidiary” under the Indenture (a “Designation”) only if:

(1) no Default or Event of Default has occurred and is continuing after giving effect to such Designation;

(2) the Subsidiary to be so designated and its Subsidiaries do not at the time of Designation own any Capital Stock or Indebtedness of, or own or hold any Lien with respect to, the Company or any Restricted Subsidiary of the Company;

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(3) all the Indebtedness of such Subsidiary and its Subsidiaries shall, at the date of designation, and will at all times thereafter, consist of Non-Recourse Debt;

(4) such Subsidiary is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation:

(a) to subscribe for additional Capital Stock of such Subsidiary: or

(b) to maintain or preserve such Subsidiary’s financial condition or to cause such Subsidiary to achieve any specified levels of operating results; and

(5) either (a) the Subsidiary to be so designated has total consolidated assets of $1,000 or less or (b) if such Subsidiary has consolidated assets greater than $1,000, then such Designation would be permitted under the covenant described above under “—Limitation on Restricted Payments” or the definition of “Permitted Investment.”

The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if, immediately after giving effect to such Revocation:

(1) (a) The Company would be able to Incur at least $1.00 of additional Indebtedness pursuant to the first paragraph of the “—Limitation on Indebtedness” covenant or (b) the Consolidated Coverage Ratio of the Company and its Restricted Subsidiaries would be equal to or greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such Revocation, in each case on a pro forma basis taking into account such Revocation;

(2) all Liens of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred for all purposes of the Indenture; and

(3) no Default or Event of Default has occurred and is continuing after giving effect to such Revocation.

Any such Designation or Revocation shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Company giving effect to such Designation or Revocation, as the case may be, and an Officer’s Certificate certifying that such Designation or Revocation complied with the foregoing conditions.

A Revocation will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary. If, at any time, any Unrestricted Subsidiary would fail to meet the foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture, and any Indebtedness of such Subsidiary shall be deemed to be Incurred as of such date.

Limitation on affiliate transactions

The Company will not, and will not permit any of its Restricted Subsidiaries (provided that, prior to the Domination Agreement Effective Date, this covenant will not apply to any Purchased Entity) to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or asset or the rendering of any service) with any Affiliate of the Company (an “Affiliate Transaction”) involving an aggregate consideration in excess of $5.0 million, unless:

(1) the terms of such Affiliate Transaction are not materially less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could have been obtained by the Company or such Restricted Subsidiary in a comparable transaction at the time of such transaction in arms’ length dealings with a Person that is not an Affiliate;

(2) in the event such Affiliate Transaction involves an aggregate consideration in excess of $30.0 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the

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Company and by a majority of the members of such Board of Directors having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in clause (1) above); and

(3) in the event such Affiliate Transaction involves an aggregate consideration in excess of $50.0 million, the Company has received a written opinion from an Independent Financial Advisor stating that such Affiliate Transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable than those that could have been obtained by the Company or such Restricted Subsidiary in a comparable transaction at such time on an arms’-length basis from a Person that is not an Affiliate.

The preceding paragraph will not apply to:

(1) any transaction between the Company and a Restricted Subsidiary (other than a Receivables Entity) or between Restricted Subsidiaries (other than a Receivables Entity or Receivables Entities) and any Guarantees issued by the Company or a Restricted Subsidiary for the benefit of the Company or a Restricted Subsidiary, as the case may be, in accordance with “—Limitation on Indebtedness;”

(2) Restricted Payments permitted to be made pursuant to the covenant described under “—Limitation on Restricted Payments” or Permitted Investments;

(3) issuances or sales of Capital Stock (other than Disqualified Stock) of the Company in connection with any contribution to the capital of the Company;

(4) the pledge of Capital Stock of any Unrestricted Subsidiary;

(5) any issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or as the funding of, employment agreements and other compensation arrangements, options to purchase Capital Stock of the Company, restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits plans and/or indemnity provided on behalf of officers and employees approved by the Board of Directors of the Company;

(6) the payment of reasonable and customary fees and reimbursed expenses paid to, and indemnity provided on behalf of, directors of the Company or any Restricted Subsidiary;

(7) loans or advances to employees, officers, directors or consultants of the Company or any Restricted Subsidiary in the ordinary course of business consistent with past practices;

(8) any transaction with a Person (other than an Unrestricted Subsidiary and, prior to the Domination Agreement Effective Date, any Purchased Entity) that would constitute an Affiliate Transaction solely because the Company or a Restricted Subsidiary owns Capital Stock in or otherwise controls such Person;

(9) any agreement as in effect as of the Issue Date, as these agreements may be amended, modified, supplemented, extended or renewed from time to time, so long as any such amendment, modification, supplement, extension or renewal is not more disadvantageous to the Holders in any material respect in the good faith judgment of the Board of Directors of the Company, when taken as a whole, than the terms of the agreements in effect on the Issue Date;

(10) any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by or merged into the Company or a Restricted Subsidiary; provided that such agreement was not entered into in contemplation of such acquisition or merger, and any amendment thereto, so long as any such amendment is not disadvantageous to the Holders in the good faith judgment of the Board of Directors of the Company, when taken as a whole, as compared to the applicable agreement as in effect on the date of such acquisition or merger;

(11) transactions with Wincor Nixdorf and its Restricted Subsidiaries or any agreement between Wincor Nixdorf and any of its Restricted Subsidiaries and an Affiliate of Wincor Nixdorf permitted to survive the completion of the Acquisition or be Incurred thereafter and prior to the Domination Agreement Effective Date under the terms of the Acquisition Documentation;

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(12) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services, in each case in the ordinary course of the business of the Company and its Restricted Subsidiaries and otherwise in compliance with the terms of the Indenture; provided that in the reasonable determination of the Company, such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that could have been obtained at the time of such transactions in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person;

(13) any grant, issuance or sale of Capital Stock (other than Disqualified Stock) to Affiliates of the Company and the granting of registration and other customary rights in connection therewith;

(14) sales or other transfers or dispositions of accounts receivable and other related assets customarily transferred in an asset securitization transaction involving accounts receivable to a Receivables Entity in a Qualified Receivables Transaction, and acquisitions of Permitted Investments in connection with a Qualified Receivables Transaction;

(15) transactions in which the Company or any Restricted Subsidiary delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable than those that could have been obtained by the Company or such Restricted Subsidiary in a comparable transaction at such time on an arms’-length basis from a Person that is not an Affiliate; and

(16) the Transactions and the payment of all fees and expenses related to the Transactions, as contemplated by the Acquisition Documents, or transactions with Wincor Nixdorf and/or its Subsidiaries in accordance with the terms of a Domination Agreement.

Reports

Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to the rules and regulations promulgated by the SEC, the Company will file with the SEC within the time periods specified in the SEC’s rules and regulations that are then applicable to the Company (or if the Company is not then subject to the reporting requirements of the Exchange Act, then the time periods for filing applicable to a filer that is not an “accelerated filer” as defined in such rules and regulations) (in either case, including any extension as would be permitted by Rule 12b-25 under the Exchange Act):

(1) all financial information that would be required to be contained in an annual report on Form 10-K, or any successor or comparable form, filed with the SEC, including a “Management’s discussion and analysis of financial condition and results of operations” section and a report on the annual financial statements by the Company’s independent registered public accounting firm;

(2) all financial information that would be required to be contained in a quarterly report on Form 10-Q, or any successor or comparable form, filed with the SEC, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section; and

(3) all current reports that would be required to be filed with the SEC on Form 8-K, or any successor or comparable form, if the Company were required to file such reports,

in each case in a manner that complies in all material respects with the requirements specified in such form provided, however, that the Trustee shall have no responsibility whatsoever to determine if such filing has occurred.

Notwithstanding the foregoing, (i) the Company will not be obligated to file such reports with the SEC if the SEC does not permit such filing, so long as the Company provides such information to the Trustee and the Holders and makes available such information to prospective purchasers of the Notes, in each case at the Company’s expense and by the applicable date the Company would be required to file such information pursuant

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to the preceding paragraph and (ii) the Company will not be obligated to provide to the Trustee or the Holders or make available to prospective purchasers of the Notes any materials for which it has sought and received confidential treatment by the SEC. In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, the Company will furnish to Holders and to securities analysts and prospective purchasers of the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The requirements set forth in this paragraph and the preceding paragraph may be satisfied by delivering such information to the Trustee and posting copies of such information on a website (which may be nonpublic and may be maintained by the Company or a third party) to which access will be given to Holders and prospective purchasers of the Notes.

In addition, no later than five Business Days after the date the annual and quarterly financial information for the prior fiscal period have been filed or furnished pursuant to clauses (1) or (2) above, the Company shall also fuhold live quarterly conference calls with the opportunity to ask questions of management for the benefit of the Trustee, the Holders, beneficial owners of the Notes, prospective purchasers of the Notes, securities analysts and market making financial institutions (any such call, a “Bondholder Call”); provided that, so long as the Company holds quarterly conference calls for investors of its Common Stock, it shall not be required to hold separate or additional Bondholder Calls. If the Company holds any Bondholder Call, no fewer than five calendar days prior to the date such Bondholder Call is to be held, the Company shall issue a press release to the appropriate U.S. wire services announcing such Bondholder Call for the benefit of the Trustee, the Holders, beneficial owners of the Notes, prospective purchasers of the Notes, securities analysts and market making financial institutions, which press release shall contain the time and the date of such Bondholder Call and direct the recipients thereof to contact an individual at the Company (for whom contact information shall be provided in such notice) to obtain information on how to access such Bondholder Call.

If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries, either individually or collectively, would otherwise have been a Significant Subsidiary, then the annual and quarterly financial information required by the preceding paragraphs shall include a reasonably detailed presentation, as determined in good faith by the Company, either on the face of the financial statements or in the footnotes to the financial statements and in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.

Merger and consolidation

The Company will not consolidate with or merge with or into or wind up into (whether or not the Company is the surviving corporation), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets, in one or more related transactions, to any Person unless:

(1) the resulting, surviving or transferee Person (the “Successor Company”) is a corporation, partnership or limited liability company organized and existing under the laws of the United States, any state or territory thereof or the District of Columbia, and if such entity is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws;

(2) the Successor Company (if other than the Company) expressly assumes all of the obligations of the Company under the Notes and the Indenture pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee and assumes by written agreement all of the obligations of the Company under the Registration Rights Agreement;

(3) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

(4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period,

(a) the Successor Company would be able to Incur at least $1.00 of additional Indebtedness pursuant to the first paragraph of the “—Limitation on Indebtedness” covenant; or

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(b) the Consolidated Coverage Ratio of the Successor Company and its Restricted Subsidiaries would be equal to or greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction;

(5) each Guarantor (unless it is the other party to the transactions described above, in which case clause (1) of the second succeeding paragraph shall apply) shall have by supplemental indenture confirmed that its Note Guarantee shall apply to such Successor Company’s obligations under the Indenture and the Notes and shall have by written agreement confirmed that its obligations under the Registration Rights Agreement shall continue to be in effect; and

(6) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, winding-up or disposition, and such supplemental indenture, if any, comply with the Indenture.

Subject to certain limitations, the Successor Company will succeed to, and be substituted for, the Company under the Indenture, the Notes and the Registration Rights Agreement. Notwithstanding clause (4) of the preceding paragraph,

(1) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to any Restricted Subsidiary, and any Restricted Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company, so long as no Capital Stock of the Restricted Subsidiary is distributed to any Person other than the Company; provided that, in the case of a Restricted Subsidiary that merges into the Company, the Company will not be required to comply with clause (6) of the preceding paragraph; and

(2) the Company may merge with an Affiliate of the Company solely for the purpose of reincorporating or forming the Company in another state or territory of the United States or the District of Columbia, so long as the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby.

In addition, the Company will not permit any Guarantor to consolidate with or merge with or into or wind up into (whether or not such Guarantor is the surviving corporation), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets, in one or more related transactions, to any Person (other than to the Company or another Guarantor) unless:

(1)    (a) if such entity remains a Guarantor, the resulting, surviving or transferee Person (the “Successor Guarantor”) is a Person (other than an individual) organized and existing under the laws of the United States, any state or territory thereof or the District of Columbia;

(b) the Successor Guarantor, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under the Indenture, the Notes and its Note Guarantee pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee and assumes by written agreement all the obligations of such Guarantor under the Registration Rights Agreement;

(c) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and

(d) the Company will have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, winding-up or disposition and such supplemental indenture (if any) comply with the Indenture; or

(2) in the event the transaction results in the release of the Subsidiary’s Note Guarantee under clause (1)(a) under “—Note Guarantees, the transaction is made in compliance with the covenant described under “—Repurchase at the Option of Holders—Asset Sales” (it being understood that only such portion of the Net Available Cash as is required to be applied on the date of such transaction in accordance with the terms of the Indenture needs to be applied in accordance therewith at such time).

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Subject to certain limitations described in the Indenture, the Successor Guarantor will succeed to, and be substituted for, such Guarantor under the Indenture, the Note Guarantee of such Guarantor and the Registration Rights Agreement.

Notwithstanding the foregoing, any Guarantor may consolidate or merge with or into or transfer all or part of its properties and assets to a Guarantor or consolidate or merge with or into a Restricted Subsidiary of the Company, so long as the resulting entity remains or becomes a Guarantor.

For purposes of this covenant, the sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company or a Guarantor, as the case may be, which properties and assets, if held by the Company or such Guarantor instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company or such Guarantor on a consolidated basis, will be deemed to be the disposition of all or substantially all of the properties and assets of the Company or such Guarantor, as applicable.

Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve “all or substantially all” of the property or assets of a Person.

Upon any consolidation, merger, winding-up, sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the Company or a Guarantor in accordance with this covenant, the Company and a Guarantor, as the case may be, will be released from its obligations under the Indenture and the Notes or its Note Guarantee, as the case may be, and the Successor Company and the Successor Guarantor, as the case may be, will succeed to, and be substituted for, and may exercise every right and power of, the Company or a Guarantor, as the case may be, under the Indenture, the Notes, the Registration Rights Agreement and such Note Guarantee; provided that, in the case of a lease of all or substantially all its assets, the Company will not be released from the obligation to pay the principal of and interest on the Notes, and a Guarantor will not be released from its obligations under its Note Guarantee.

Payments for consent

The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to all Holders and is paid to all Holders that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or amendment; provided that if such consents, waivers or amendments are sought in connection with an exchange offer where participation in such exchange offer is limited to Holders who are “qualified institutional buyers,” within the meaning of Rule 144A, or non-U.S. persons, within the meaning of Regulation S then such consideration need only be offered to all Holders to whom the exchange offer is made and to be paid to all such Holders that consent, waive or agree to amend in such time frame.

Events of Default

Each of the following is an “Event of Default” (provided that, prior to the Domination Agreement Effective Date, these provisions will not apply to any Purchased Entity):

(1) default in any payment of interest or Additional Interest (as required by the Registration Rights Agreement) on any Note when due, continued for 30 days;

(2) default in the payment of principal or premium, if any, on any Note when due at its Stated Maturity, upon mandatory or optional redemption, upon required repurchase, upon declaration or otherwise;

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(3) failure by the Company or any Guarantor to comply with its obligations under “—Certain Covenants—Merger and Consolidation”;

(4) failure by the Company or any Guarantor to comply for 30 days after notice as provided below with any of their obligations under the covenants described under “—Repurchase at the Option of Holders” or “—Certain Covenants” (in each case, other than (a) a failure to purchase Notes, which constitutes an Event of Default under clause (2) above, (b) a failure to comply with “—Certain Covenants—Merger and Consolidation” which constitutes an Event of Default under clause (3) above or (c) a failure to comply with “—Certain Covenants—Reports” or “—Certain Covenants—Payments for Consent,” which constitutes an Event of Default under clause (5) below);

(5) failure by the Company or any Guarantor to comply for 60 days (or, in the case of a failure to comply with “—Certain Covenants—Reports,” 120 days) after notice as provided below with its other agreements contained in the Indenture or the Notes;

(6) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is Guaranteed by the Company or any of its Restricted Subsidiaries), other than Indebtedness owed to the Company or a Restricted Subsidiary, whether such Indebtedness or Guarantee now exists or is created after the Issue Date, which default:

(a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness; or

(b) results in the acceleration of such Indebtedness prior to its maturity.

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a payment default or the maturity of which has been so accelerated, aggregates $75.0 million or more;

(7) failure by the Company or any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as of the date of the latest audited consolidated financial statements of the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary to pay final judgments aggregating in excess of $75.0 million (net of any amounts that a reputable and creditworthy insurance company has acknowledged liability for in writing), which judgments are not paid, discharged or stayed for a period of 60 days or more after such judgment becomes final;

(8) certain events of bankruptcy, insolvency or reorganization of the Company or a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as of the date of the latest audited consolidated financial statements of the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary; or

(9) any Note Guarantee of a Significant Subsidiary or any group of Guarantors that, taken together (as of the date of the latest audited consolidated financial statements of the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared null and void in a judicial proceeding or any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together (as of the date of the latest audited consolidated financial statements of the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary denies or disaffirms its obligations under the Indenture or its Note Guarantee.

However, a default under clauses (4) and (5) of this paragraph will not constitute an Event of Default until the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes notify the Company of the default and the Company does not cure such default within the time specified in clauses (4) and (5) of this paragraph after receipt of such notice.

If an Event of Default (other than an Event of Default described in clause (8) above) occurs and is continuing, the Trustee by written notice to the Company, specifying the Event of Default, or the Holders of at least 25% in

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principal amount of the then outstanding Notes by notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal, premium, if any, and accrued and unpaid interest, if any, on all the Notes to be due and payable. Upon such a declaration, such principal, premium, if any, and accrued and unpaid interest, if any, will be due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default described in clause (6) under “—Events of Default” has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the default triggering such Event of Default pursuant to clause (6) shall be remedied or cured by the Company or a Restricted Subsidiary or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium, if any, or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. If an Event of Default described in clause (8) above occurs and is continuing, the principal, premium, if any, and accrued and unpaid interest, if any, on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the outstanding Notes may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, other than the nonpayment of the principal, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived.

Except to enforce the right to receive payment of principal, premium, if any, or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Notes unless:

(1) such Holder has previously given the Trustee notice that an Event of Default is continuing;

(2) the Holders of at least 25% in principal amount of the then outstanding Notes have requested the Trustee to pursue the remedy;

(3) such Holders have offered the Trustee security or indemnity reasonably satisfactory to the Trustee against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and

(5) the Holders of a majority in principal amount of the then outstanding Notes have not given the Trustee a direction that, in the opinion of the Trustee, is inconsistent with such request within such 60-day period.

Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Indenture provides that in the event an Event of Default has occurred and is continuing, the Trustee will be required in the exercise of its powers to use the degree of care that a prudent person would use under the circumstances in the conduct of its own affairs. The Trustee, however, may refuse to follow any direction that conflicts with law, the Indenture, the Notes or any Note Guarantee, or that the Trustee determines in good faith is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability.

Subject to the provisions of the Indenture relating to the duties of the Trustee, if an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture, the Notes and the Note Guarantees at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security reasonably satisfactory to it against any loss, liability or expense.

The Indenture provides that if a Default occurs and is continuing and is actually known to a responsible officer of the Trustee, the Trustee will mail to each Holder a notice of the Default within 90 days after it occurs. Except in

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the case of a Default in the payment of principal, premium, if any, or interest on any Note, the Trustee may withhold from the Holders notice of any continuing Default if the Trustee determines in good faith that withholding the notice is in the interests of the Holders. In addition, the Company is required to deliver to the Trustee, within 120 days after the end of each fiscal year ending after the Issue Date, a certificate indicating whether the signers thereof know of any Default that occurred during the previous year. The Company also is required to deliver to the Trustee, within ten Business Days after the occurrence thereof following the date on which the Company becomes aware of such Default, receives notice of such Default or becomes aware of such action, as applicable, a certificate specifying any events which would constitute a Default, their status and what action the Company is taking or proposing to take in respect thereof.

Amendments and waivers

Except as provided in the next two succeeding paragraphs, the Indenture, the Notes and the Note Guarantees may be amended or supplemented with the consent of the Holders of a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any past default or compliance with any provisions may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). However, without the consent of each affected Holder, no amendment, supplement or waiver may (with respect to any Notes held by a non-consenting Holder), among other things:

(1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the stated rate of interest or extend the stated time for payment of interest on any Note;

(3) reduce the principal of or extend the Stated Maturity of any Note;

(4) waive a Default or Event of Default in the payment of principal of, premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration);

(5) reduce the premium payable upon the redemption or repurchase of any Note or change the date on which any Note may be redeemed or repurchased as described above under “—Optional Redemption,” “—Repurchase at the Option of Holders—Change of Control” or “—Repurchase at the Option of Holders—Asset Sales” whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definitions of “Asset Disposition” and “Change of Control”);

(6) make any Note payable in a currency other than that stated in the Note;

(7) amend the contractual right expressly set forth in the Indenture or the Notes of any Holder to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;

(8) make any change in the amendment or waiver provisions which require each Holder’s consent; or

(9) modify the Note Guarantees in any manner materially adverse to the Holders.

Notwithstanding the foregoing, without the consent of any Holder, the Company, the Guarantors (except that no existing Guarantor will be required to execute any amendment or supplement of the Indenture that solely relates to changes described in clause (5) below) and the Trustee may amend the Indenture, the Notes and the Note Guarantees to:

(1) cure any ambiguity, omission, defect or inconsistency;

(2) provide for the assumption by a successor entity of the obligations of the Company or any Guarantor under the Indenture, the Notes or the Note Guarantees in accordance with “—Certain Covenants—Merger and Consolidation;”

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(3) provide for or facilitate the issuance of uncertificated Notes in addition to or in place of certificated Notes; provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code;

(4) to comply with the rules of any applicable depositary;

(5) add Guarantors with respect to the Notes or release a Guarantor from its obligations under its Note Guarantee or the Indenture, in each case, in accordance with the applicable provisions of the Indenture;

(6) secure the Notes and the Note Guarantees;

(7) add covenants of the Company and its Restricted Subsidiaries or Events of Default for the benefit of Holders or to make changes that would provide additional rights to the Holders or to surrender any right or power conferred upon the Company or any Guarantor;

(8) make any change that does not materially adversely affect the legal rights under the Indenture, the Notes or the Note Guarantees of any Holder;

(9) comply with any requirement of the SEC in connection with any required qualification of the Indenture under the Trust Indenture Act;

(10) evidence and provide for the acceptance of an appointment under the Indenture of a successor trustee; provided that the successor trustee is otherwise qualified and eligible to act as such under the terms of the Indenture;

(11) provide for the issuance of Exchange Notes or private exchange notes (which shall be identical to the Exchange Notes except that they will not be freely transferable) and which shall be treated, together with any outstanding Notes, as a single class of securities;

(12) conform the text of the Indenture, the Notes or the Note Guarantees to any provision of the “Description of Notes” section contained in that certain Offering Memorandum, to the extent that such provision in this “Description of the Exchange Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Notes or the Note Guarantees, as confirmed in an Officer’s Certificate delivered to the Trustee; or

(13) make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes as permitted by the Indenture, including, without limitation, to facilitate the issuance and administration of the Notes or, if Incurred in compliance with the Indenture, Additional Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (B) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.

The consent of the Holders is not necessary under the Indenture to approve the particular form of any proposed amendment, supplement or waiver. It is sufficient if such consent approves the substance of the proposed amendment or supplement. A consent to any amendment, supplement or waiver under the Indenture by any Holder given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tender.

Defeasance

The Company may, at its option and at any time, elect to have all of its obligations and the obligations of the Guarantors discharged with respect to the Indenture and the outstanding Notes and the Note Guarantees issued under the Indenture (“legal defeasance”) except for:

(1) the rights of Holders to receive payments in respect of the principal, premium, if any, and interest on the Notes when such payments are due, solely out of the trust referred to below;

(2) the Company’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for Note payments held in trust;

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(3) the rights, powers, trusts, duties and immunities of the Trustee, and the Company’s obligations in connection therewith; and

(4) the legal defeasance provisions of the Indenture.

If the Company exercises the legal defeasance option, the Note Guarantees in effect at such time will be automatically released.

The Company and the Guarantors at any time may be released from their respective obligations described under “—Repurchase at the Option of Holders” and under the covenants described under “—Certain Covenants” (other than “—Merger and Consolidation”), and clause (4) of the first paragraph under “—Certain Covenants—Merger and Consolidation” above (“covenant defeasance”).

If the Company exercises the covenant defeasance option, the Note Guarantees in effect at such time will be automatically released.

The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect to the Notes. If the Company exercises its covenant defeasance option, an Event of Default specified in clause (3) that resulted solely from the failure of the Company to comply with clause (4) of the first paragraph under “—Certain Covenants—Merger and Consolidation” above, clause (4) (only with respect to covenants that are released as a result of such covenant defeasance), clause (5) (only with respect to covenants that are released as a result of such covenant defeasance), clause (6), clause (7), clause (8) (solely with respect to Significant Subsidiaries or any group of Restricted Subsidiaries that, taken together (as of the date of the latest audited consolidated financial statements of the Company and its Restricted Subsidiaries) would constitute a Significant Subsidiary) or clause (9) under “—Events of Default” above, in each case, shall not constitute an Event of Default.

In order to exercise either legal defeasance or covenant defeasance under the Indenture:

(1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, Government Securities, or a combination thereof, in amounts as will be sufficient, as confirmed, certified or attested by an Independent Financial Advisor in writing to the Trustee, without consideration of any reinvestment of interest, to pay the principal, premium, if any, and interest, if any, due on the outstanding Notes on the Stated Maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular redemption date;

(2) in the case of legal defeasance, the Company has delivered to the Trustee an Opinion of Counsel confirming that, subject to customary assumptions and exclusions, (a) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (b) since the Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel will confirm that the Holders and beneficial owners of Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such legal defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred;

(3) in the case of covenant defeasance, the Company has delivered to the Trustee an Opinion of Counsel confirming that, subject to customary assumptions and exclusions, the Holders and beneficial owners of Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred;

(4) no Default or Event of Default has occurred and is continuing on the date of such deposit or will occur as a result of such deposit (other than a Default or an Event of Default resulting from the borrowing of funds to

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be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) and the deposit will not result in a breach or violation of, or constitute a default under, the Senior Credit Facility or any other material agreement or material instrument (other than the Indenture) to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;

(5) the Company has delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company, any Guarantor or others;

(6) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent relating to the legal defeasance or the covenant defeasance, as the case may be, have been complied with; and

(7) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be (which instructions may be contained in the Officer’s Certificate referred to in clause (6) above).

In the event of a bankruptcy of the Company within 90 days of the defeasance of the notes issued under a high-yield indenture, creditors of the bankrupt estate may allege that the deposit to defease the Notes constituted a “preference” under U.S. bankruptcy laws.

Satisfaction and discharge

The Indenture will be discharged, and will cease to be of further effect as to all Notes and Note Guarantees issued thereunder, when either:

(1) all Notes that have been authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company) have been delivered to the Trustee for cancellation; or

(2)    (a) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the giving of a notice of redemption or otherwise, will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee, as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient, as confirmed, certified or attested to by an Independent Financial Advisor in writing to the Trustee to the extent any Government Securities are deposited, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption, as the case may be;

(b) no Default or Event of Default has occurred and is continuing on the date of such deposit or will occur as a result of such deposit (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) and the deposit will not result in a breach or violation of, or constitute a default under, the Senior Credit Facility or any other material agreement or material instrument (other than the Indenture) to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;

(c) the Company or any Guarantor has paid or caused to be paid all sums payable by the Company under the Indenture; and

(d) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

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In addition, the Company shall deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent to satisfaction and discharge have been satisfied.

No personal liability of directors, officers, employees and shareholders

No past, present or future director, officer, employee, incorporator, member, partner or shareholder of the Company or any Guarantor, as such, shall have any liability for any obligations of the Company or any Guarantor (other than the Company in respect of the Notes and each Guarantor in respect of its Note Guarantee) under the Notes, the Note Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities law.

Notices

Notices given by publication will be deemed given on the first date on which publication is made, and notices given by first-class mail, postage prepaid, will be deemed given five calendar days after mailing. Notwithstanding any other provision of the Indenture or any Note, where the Indenture or any Note provides for notice of any event (including any notice of redemption) to any Holder of an interest in a global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to DTC or any other applicable depositary for such Note (or its designee) according to the applicable procedures of DTC or such depositary.

Concerning the trustee

U.S. Bank National Association is the Trustee under the Indenture and has been appointed by the Company as Registrar and Paying Agent with regard to the Notes.

If the Trustee becomes a creditor of the Company or any Guarantor, the Indenture limits the right of the Trustee to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as Trustee or resign.

U.S. Bank National Association, by acceptance of its duties as Trustee under the Indenture, has not reviewed this prospectus (other than this “Description of the Exchange Notes” section) and has made no representations whatsoever as to the information contained herein.

Governing law

The Indenture provides that it, the Notes and any Note Guarantee are and will be governed by, and construed in accordance with, the laws of the State of New York.

Certain definitions

Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenture for a full disclosure of all defined terms used therein.

“Acquired Indebtedness” means, with respect to any specified Person, (1) Indebtedness of any Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary, (2) Indebtedness assumed in connection with the acquisition of assets from such Person, or (3) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person, in each case whether or not Incurred by such Person in connection

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with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary or such acquisition. Acquired Indebtedness shall be deemed to have been Incurred, with respect to clause (1) of the preceding sentence, on the date such Person becomes a Restricted Subsidiary and, with respect to clauses (2) and (3) of the preceding sentence, on the date of consummation of such acquisition of assets.

“Acquisition” means the initial acquisition by the Company or any of its Restricted Subsidiaries of a number of shares in Wincor Nixdorf which represent (after taking into account any treasury shares held by Wincor Nixdorf subject to the Non-Tender Agreement) at least 75% of the voting rights in Wincor Nixdorf via a tender offer completed pursuant to the Acquisition Documentation.

“Acquisition Closing Date” means the date of the consummation of the Acquisition.

“Acquisition Documentation” means, collectively, the Offer Documentation and the Business Combination Agreement.

“Additional Assets” means:

(1) any property, plant, equipment or other asset (excluding working capital or current assets) to be used by the Company or a Restricted Subsidiary in a Similar Business;

(2) the Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or a Restricted Subsidiary; or

(3) Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary;

provided, however, that, in the case of clauses (2) and (3), such Restricted Subsidiary is primarily engaged in a Similar Business.

“Additional Interest” means the interest payable as a consequence of the failure to effectuate in a timely manner the Exchange Offer and/or shelf registration procedures set forth in the Registration Rights Agreement.

“Affiliate” of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”) when used with respect to any Person means possession, directly or indirectly, of the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Applicable Premium” means, with respect to a Note on any date of redemption, the greater of:

(1) 1.0% of the principal amount of such Note, and

(2) the excess, if any, of (a) the present value as of such date of redemption of (i) the redemption price of such Note on April 15, 2019, (such redemption price being described under “—Optional Redemption”) plus (ii) all required remaining scheduled interest payments due on such Note through April 15, 2019 (excluding accrued but unpaid interest to the date of redemption), computed using a discount rate equal to the Treasury Rate as of such date of redemption plus 50 basis points, over (b) the then outstanding principal amount of such Note.

“Asset Disposition” means any direct or indirect sale, lease (other than an operating lease entered into in the ordinary course of business), transfer, issuance or other disposition, or a series of related sales, leases (other than operating leases entered into in the ordinary course of business), transfers, issuances or dispositions that are part of a common plan, of shares of Capital Stock of a Subsidiary (other than directors’ qualifying shares or shares or

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interests required to be held by foreign nationals pursuant to local law), property or other assets (each referred to for the purposes of this definition as a “disposition”) by the Company or any of its Restricted Subsidiaries, including any disposition by means of a merger, consolidation or similar transaction.

Notwithstanding the preceding, the following items shall not be deemed to be Asset Dispositions:

(1) a disposition of assets by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to a Restricted Subsidiary (other than a Receivables Entity), including any such disposition by means of a Sale/Leaseback Transaction, merger, consolidation or similar transaction;

(2) the sale or other disposition of cash or Cash Equivalents in the ordinary course of business or in connection with cash management activities;

(3) a disposition of inventory in the ordinary course of business;

(4) dispositions of obsolete, damaged, worn out or surplus assets, in each in the ordinary course of business;

(5) the disposition of all or substantially all of the assets of the Company in a manner permitted pursuant to “—Certain Covenants—Merger and Consolidation” or any disposition that constitutes a Change of Control pursuant to the Indenture;

(6) an issuance of Capital Stock by a Restricted Subsidiary to the Company or to a Wholly Owned Subsidiary (other than a Receivables Entity);

(7) for purposes of “—Repurchase at the Option of Holders—Asset Sales” only, the making of a Permitted Investment (other than a Permitted Investment to the extent such transaction results in the receipt of cash or Cash Equivalents by the Company or its Restricted Subsidiaries (but excluding any securities, notes or other obligations that are subsequently converted into cash)) or a disposition that is permitted pursuant to the covenant described under “—Certain Covenants—Limitation on Restricted Payments;”

(8) sales or transfers of accounts receivable and related assets or an interest therein of the type specified in the definition of “Qualified Receivables Transaction” to or by a Receivables Entity;

(9) sales or transfers of accounts or lease receivables and related assets or an interest therein (i) pursuant to a Permitted Factoring Transaction in the ordinary course of business or (ii) arising under an Integrated Service Contract or otherwise in connection with the incurrence of Integrated Service Contract Debt;

(10) dispositions of assets in any single transaction or series of related transactions with an aggregate Fair Market Value of less than $20.0 million;

(11) the creation of a Permitted Lien and dispositions in connection with Permitted Liens;

(12) discounts, adjustments or forgiveness of accounts receivable and other contract claims in the ordinary course of business or in connection with collection or compromise thereof and sales of accounts receivable in the ordinary course of business and at the request of the account debtor thereon to facilitate the processing and payment thereof, in each case exclusive of factoring or similar arrangements;

(13) the issuance by a Restricted Subsidiary of Disqualified Stock or Preferred Stock that is permitted by the covenant described under “—Certain Covenants—Limitation on Indebtedness;”

(14) (i) the licensing or sublicensing of intellectual property or other general intangibles and licenses, leases or subleases of other property in the ordinary course of business and (ii) the abandonment or allowance to lapse of intellectual property which, in the case of this clause (ii), in the good faith determination of the Company is not material to the Company and its Restricted Subsidiaries, taken as a whole;

(15) foreclosure on assets;

(16) dispositions resulting from (i) any taking or condemnation of any property of the Company or any Restricted Subsidiary by any governmental authority or (ii) any casualty;

(17) any sale of Capital Stock in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

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(18) sales and exchanges of assets in connection with the concurrent purchase of assets useful in a Similar Business to the extent that the assets received by the Company or its Restricted Subsidiaries are of equivalent or greater Fair Market Value than the assets transferred;

(19) dispositions of real property in connection with any Sale/Leaseback Transaction;

(20) any surrender or waiver of contract rights or the settlement, release or surrender of any contract, tort or other litigation claims;

(21) dispositions of machinery, equipment or other fixed assets to the extent that (i) such assets are exchanged for credit against the purchase price of similar replacement assets that are purchased within 180 days, (ii) such assets are exchanged within 180 days for machinery, equipment or other fixed assets having a Fair Market Value equal to or greater than the assets being traded in or (iii) the proceeds of such disposition are applied to the purchase price of replacement assets within 180 days;

(22) the unwinding of any Hedging Obligations;

(23) dispositions of Common Stock of the Company held by any Restricted Subsidiary in connection with any acquisition made by the Company or any Restricted Subsidiary;

(24) sales and/or transfers of joint venture equity interests and assets to facilitate the China Joint Venture; and

(25) sales and/or transfers of joint venture equity interests and assets to facilitate the Wincor Joint Venture.

“Attributable Indebtedness” in respect of a Sale/Leaseback Transaction means, as at the time of determination, the present value (discounted at the interest rate implicit in the transaction) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale/Leaseback Transaction (including any period for which such lease has been extended), determined in accordance with GAAP; provided, however, that if such Sale/Leaseback Transaction results in a Capitalized Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capitalized Lease Obligations.”

“Average Life” means, as of the date of determination, with respect to any Indebtedness or Preferred Stock, the quotient obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Preferred Stock by (b) the number of years (calculated to the nearest one-twelfth) from the date of determination to the date of such payment; by

(2) the sum of the amounts of all such payments.

“BaFin” means the Bundesanstalt für Finanzdienstleistungsaufsicht.

“Bi-lateral LC/WC Agreement” means an agreement between the Company and/or any of its Restricted Subsidiaries and a financial institution providing for foreign and/or domestic revolving credit facilities and/or 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 pursuant to an Officer’s Certificate delivered to the Trustee setting forth the maximum principal amount available or permitted to be Incurred under such agreement. The Company may rescind such designation or decrease or increase the maximum principal amount available or permitted to be Incurred under any such agreement pursuant to an Officer’s Certificate delivered to the Trustee. On and after the Acquisition Closing Date, Liens on the collateral in respect of the Senior Credit Facility securing obligations in respect of any Bi-lateral LC/WC Agreements shall be required to be secured pursuant to clauses (35) and/or (36) of the definition of “Permitted Liens.”

“Board of Directors” means:

(1) with respect to a corporation, the Board of Directors of the corporation or (other than for purposes of determining Change of Control) any duly authorized committee of the Board of Directors;

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

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

“Business Combination Agreement” means the Business Combination Agreement, dated as of November 23, 2015, between the Company and Wincor Nixdorf, as described, in all material respects, in the “The Transactions” section contained in that certain Offering Memorandum.

“Business Day” means each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York or North Canton, Ohio are authorized or required by law to close.

“Capital Stock” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock and limited liability or partnership interests (whether general or limited), but excluding any debt securities convertible or exchangeable into such equity.

“Capitalized Lease Obligations” means an obligation that is required to be classified and accounted for as a capitalized lease for financial reporting purposes in accordance with GAAP. The amount of Indebtedness represented by such obligation will be the capitalized amount of such obligation at the time any determination thereof is to be made as determined in accordance with GAAP, and the Stated Maturity thereof will be the date of the last payment of rent or any other amount due under such lease prior to the first date such lease may be terminated without penalty.

“Cash Equivalents” means:

(1) U.S. dollars, Canadian dollars, Swiss Francs, Pounds Sterling, Japanese Yen, Euros or any national currency of any participating member state of the EMU or, in the case of a Foreign Subsidiary, such other local currencies held by it from time to time in the ordinary course of business;

(2) securities issued or directly and fully Guaranteed or insured by the U.S. government or any agency or instrumentality of the United States (provided that the full faith and credit of the United States is pledged in support thereof);

(3) marketable general obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof or issued by any foreign government or any political subdivision or any public instrumentality thereof, in each case having an Investment Grade Rating;

(4) certificates of deposit, time deposits, eurodollar time deposits, overnight bank deposits or bankers’ acceptances issued by any commercial bank having a combined capital and surplus in excess of $250.0 million, in the case of U.S. banks, and $100.0 million, in the case of non-U.S. banks;

(5) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2), (3) and (4) entered into with any bank meeting the qualifications specified in clause (4) above;

(6) bonds with an Investment Grade Rating and Preferred Stock issued by Persons with an Investment Grade Rating, including municipal bonds, corporate bonds and treasury bonds;

(7) (i) commercial paper issued by any bank meeting the qualifications specified in clause (4) above or by the parent company of any such bank, (ii) commercial paper with a short-term commercial paper rating of at least “A-2” or the equivalent thereof by Standard & Poor’s Ratings Group, Inc. or “P-2” or the equivalent thereof by Moody’s Investors Service, Inc., or carrying an equivalent rating by a nationally recognized Rating Agency, if both of the two named Rating Agencies cease publishing ratings of investments, and (iii) marketable short-term money market and similar funds having the equivalent of an Investment Grade Rating;

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(8) interests in any money market fund substantially all of the assets of which are comprised of instruments of the type specified in clauses (1) through (7) above;

(9) other securities and financial instruments which offer a security comparable to the instruments specified in clauses (1) through (8) above; and

(10) in the case of any Foreign Subsidiary, investments of the type and maturity described in clauses (1) through (9) above of foreign obligors, which investments or obligors have the ratings described in such clauses or equivalent ratings from comparable foreign rating agencies.

“Cash Management Agreement” means any agreement providing cash management services for collections, treasury management services (including controlled disbursement, overdraft, automated clearing house fund transfer services, return items and interstate depository network services), any demand deposit, payroll, trust or operating account relationships, commercial credit cards, merchant card, purchase or debit cards, non-card e-payables services, and other cash management services, including electronic funds transfer services, lockbox services, stop payment services and wire transfer services that is in effect on the Issue Date or thereafter and is by and among the Company or any of its Restricted Subsidiaries and a Cash Management Bank.

“Cash Management Bank” means the administrative agent and any lender under the Senior Credit Facility or any Affiliate thereof that is a party to a Cash Management Agreement with the Company or any of its Restricted Subsidiaries and, with respect to any Cash Management Agreement entered into prior to the Issue Date, any Person that was the administrative agent, a lender under the Senior Credit Facility or any Affiliate thereof at the time it entered into a Cash Management Agreement with the Company or any of its Restricted Subsidiaries.

“Change of Control” means:

(1) any “person” or “group” of related persons (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that such person or group shall be deemed to have “beneficial ownership” of all shares that any such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Company or any of its direct or indirect parent entities (or their successors by merger, consolidation or purchase of all or substantially all of their assets); or

(2) the merger or consolidation of the Company with or into another Person or the merger of another Person with or into the Company or the merger of any Person with or into a Subsidiary of the Company, unless the holders of a majority of the aggregate voting power of the Voting Stock of the Company, immediately prior to such transaction, hold securities of the surviving or transferee Person that represent, immediately after such transaction, at least a majority of the aggregate voting power of the Voting Stock of the surviving or transferee Person; or

(3) the first day on which a majority of the members of the full Board of Directors of the Company or any direct or indirect parent entity of the Company are not Continuing Directors; or

(4) the sale, assignment, conveyance, transfer, lease or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company or any direct or indirect parent entity of the Company and its Restricted Subsidiaries taken as a whole to any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act); or

(5) the adoption by the shareholders of the Company or any direct or indirect parent entity of the Company of a plan or proposal for the liquidation or dissolution of the Company.

“China Joint Venture” means the Company’s joint venture with Inspur Group, Inspur Financial Technology Service Co., Ltd. (including any successor entity thereto).

“Code” means the Internal Revenue Code of 1986, as amended.

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“Commodity Agreement” means, with respect to any Person, any commodity future or forward, swap or option, cap or collar or other similar agreement or arrangement as to which such Person is a party or beneficiary.

“Common Stock” means with respect to any Person, any and all shares, interests or other participations in, and other equivalents (however designated and whether voting or nonvoting) of such Person’s common stock, whether or not outstanding on the Issue Date, and includes, without limitation, all series and classes of such common stock.

“Consolidated Coverage Ratio” means as of any date of determination, with respect to any Person, the ratio of (x) the aggregate amount of Consolidated EBITDA of such Person for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which internal financial statements prepared on a consolidated basis in accordance with GAAP are available to (y) Consolidated Interest Expense for such four fiscal quarters; provided, however, that:

(1) if the Company or any Restricted Subsidiary:

(a) has Incurred any Indebtedness since the beginning of such period that remains outstanding on such date of determination or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio includes an Incurrence of Indebtedness, Consolidated EBITDA and Consolidated Interest Expense for such period will be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been Incurred on the first day of such period and the discharge of any other Indebtedness repaid, repurchased, redeemed, retired, defeased or otherwise discharged with the proceeds of such new Indebtedness as if such discharge had occurred on the first day of such period; or

(b) has repaid, repurchased, redeemed, retired, defeased or otherwise discharged any Indebtedness since the beginning of the period that is no longer outstanding on such date of determination or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio includes a discharge of Indebtedness (in each case, other than Indebtedness Incurred under any revolving Debt Facility unless such Indebtedness has been permanently repaid and the related commitment terminated and not replaced), Consolidated Interest Expense for such period will be calculated after giving effect on a pro forma basis to such discharge of such Indebtedness, including with the proceeds of such new Indebtedness, as if such discharge had occurred on the first day of such period;

(2) if since the beginning of such period, the Company or any Restricted Subsidiary will have made any Asset Disposition or disposed of or discontinued (as defined under GAAP) any company, division, operating unit, segment, business, group of related assets or line of business or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio includes such a transaction:

(a) the Consolidated EBITDA for such period will be reduced by an amount equal to the Consolidated EBITDA (if positive) directly attributable to the assets that are the subject of such disposition or discontinuation for such period or increased by an amount equal to the Consolidated EBITDA (if negative) directly attributable thereto for such period; and

(b) Consolidated Interest Expense for such period will be reduced by an amount equal to the Consolidated Interest Expense directly attributable to any Indebtedness of the Company or any Restricted Subsidiary repaid, repurchased, redeemed, retired, defeased or otherwise discharged (to the extent the related commitment is permanently reduced) with respect to the Company and its continuing Restricted Subsidiaries in connection with such transaction for such period (or, if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated Interest Expense for such period directly attributable to the Indebtedness of such Restricted Subsidiary to the extent the Company and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such sale);

(3) if since the beginning of such period the Company or any Restricted Subsidiary (by merger or otherwise) will have made an Investment in any Restricted Subsidiary (or any Person that becomes a Restricted Subsidiary or is merged with or into the Company or a Restricted Subsidiary) or an acquisition of assets,

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including any acquisition of assets occurring in connection with a transaction causing a calculation to be made hereunder, which constitutes all or substantially all of a company, division, operating unit, segment, business, group of related assets or line of business, Consolidated EBITDA and Consolidated Interest Expense for such period will be calculated after giving pro forma effect thereto (including the Incurrence of any Indebtedness) as if such Investment or acquisition occurred on the first day of such period; and

(4) if since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period) will have Incurred any Indebtedness or discharged any Indebtedness or made any disposition or any Investment or acquisition of assets that would have required an adjustment pursuant to clause (1), (2) or (3) above if made by the Company or a Restricted Subsidiary during such period, Consolidated EBITDA and Consolidated Interest Expense for such period will be calculated after giving pro forma effect thereto as if such transaction occurred on the first day of such period.

For purposes of this definition, whenever pro forma effect is to be given to any pro forma event, the pro forma calculations (and, for the avoidance of doubt, all other calculations to be made pursuant to this definition) shall be made in good faith by a responsible financial or accounting officer of the Company. Without duplication of clauses (h), (i) and (j) of the definition of “Consolidated EBITDA,” any such calculation shall give effect to the Synergies, Costs of Synergies and other non-recurring costs, charges, accruals, reserves or expenses that have been incurred or realized or are reasonably anticipated to be incurred or realized in good faith subject, in any calculation of pro forma Consolidated EBITDA, to the applicable limitations on such Synergies, Costs of Synergies and other non-recurring costs, charges, accruals, reserves or expenses set forth in the definition of “Consolidated EBITDA.”

If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness will be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of twelve months). If any Indebtedness that is being given pro forma effect bears an interest rate at the option of the Company, the interest rate shall be calculated by applying such optional rate chosen by the Company. In making any pro forma calculation, the amount of Indebtedness under any revolving Debt Facility outstanding on the date of determination (other than any Indebtedness Incurred under such facility in connection with the transaction giving rise to the need to calculate the Consolidated Coverage Ratio) will be deemed to be:

(i) the average daily balance of such Indebtedness during such four fiscal quarters or such shorter period for which such facility was outstanding; or

(ii) if such facility was created after the end of such four fiscal quarters, the average daily balance of such Indebtedness during the period from the date of creation of such facility to the date of such determination.

“Consolidated EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period:

(1) increased (without duplication) by the following items to the extent deducted in calculating such Consolidated Net Income:

(a) Consolidated Interest Expense; plus

(b) Consolidated Income Taxes; plus

(c) consolidated depreciation and amortization expense; plus

(d) goodwill, long-lived assets and other impairment charges; plus

(e) other non-cash charges, including any write-offs or write-downs (excluding any such non-cash charge to the extent it represents an accrual of or reserve for cash charges in any future period or amortization of a prepaid cash expense that was capitalized at the time of payment); plus

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(f) (i) fees, costs and expenses (including, without limitation, any taxes paid in connection therewith and retention payments in respect of Wincor Nixdorf) incurred in connection with the Acquisition or Future Acquisitions, (ii) any fees, costs, expenses or charges relating to (x) the exercise of options and (y) stock issued by Wincor Nixdorf or the target of a Future Acquisition, (iii) any fees, costs, expenses or charges related to any equity offering, Future Acquisition, Asset Disposition or other Investment permitted under the Indenture, recapitalization or incurrence or amendments of Indebtedness permitted to be made under the Indenture (whether or not successful) and (iv) any fees, costs, expenses or charges incurred by the Company or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement, any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of the Company or Net Cash Proceeds of an issuance of Capital Stock of the Company; plus

(g) any fees, expenses, charges or losses that are covered by indemnification or other reimbursement provisions or insurance in connection with any Future Acquisition, Asset Disposition, Investment, sale, conveyance, transfer or other disposition of assets permitted hereunder, to the extent actually reimbursed, or, so long as the Company has made a determination that a reasonable basis exists for indemnification or reimbursement and only to the extent that such amount is in fact indemnified or reimbursed within 365 days of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so indemnified or reimbursed within such 365 days); plus

(h) synergies and cost savings of the Company and its Restricted Subsidiaries related to operational changes, restructuring, reorganizations, operating expense reductions, operating improvements and similar restructuring initiatives (“Synergies”) and costs, charges, accruals, reserves or expenses of the Company and its Restricted Subsidiaries attributable or related to such Synergies (“Costs of Synergies”), in each case relating to the Acquisition (it being understood any such increases pursuant to this clause (h) shall only be available subject to the consummation of the Acquisition and not in contemplation thereof), in each case, that are set forth in an Officer’s Certificate and that are factually supportable (in the good faith determination of the Company, as certified in the applicable certificate) and, in the case of Synergies, are reasonably anticipated by the Company in good faith to result from actions taken or with respect to which substantial steps have been taken or are expected to be taken, or in the case of Costs of Synergies, such costs or expenses are incurred, in each case within 24 months following the consummation of the Acquisition (calculated on a pro forma basis in a manner consistent with the definition of “Consolidated Coverage Ratio” and net of the amount of actual benefits realized during such period from such actions to the extent already included in Consolidated Net Income for such period); provided that the aggregate amount of Synergies added back in reliance on this clause (h) in any four-fiscal quarter period shall not exceed $160.0 million; plus

(i) Synergies and Costs of Synergies, in each case relating to any Future Acquisition, any Asset Disposition by the Company or its Restricted Subsidiaries outside the ordinary course of business or any initiatives relating to restructuring, reorganization, operating expense reductions, operating improvements and similar restructuring initiatives enacted after the date hereof (it being understood any such increases pursuant to this clause (i) related to a Future Acquisition or Asset Disposition shall only be available subject to the consummation of the Future Acquisition or Asset Disposition and not in contemplation thereof), in each case, that are set forth in an Officer’s Certificate and that are factually supportable (in the good faith determination of the Company, as certified in the applicable certificate) and, in the case of Synergies, are reasonably anticipated by the Company in good faith to result from actions taken or with respect to which substantial steps have been taken or are expected to be taken within 18 months following the consummation of the Future Acquisition or Asset Disposition or the decision to implement such restructuring initiative (calculated on a pro forma basis in a manner consistent with the definition of “Consolidated Coverage Ratio” and net of the amount of actual benefits realized during such period from such actions to the extent already included in consolidated net income for such period); provided that the aggregate amount added back in reliance on this clause

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(i) in any four-fiscal quarter period shall not exceed 10.0% of Consolidated EBITDA for such four-fiscal quarter period (calculated before giving effect to any add-backs and adjustments in this clause (i) and in clauses (h) above and (j) below); plus

(j) non-recurring costs, charges, accruals, reserves or expenses attributable or related to operational changes, restructuring, reorganizations, operating expense reductions, operating improvements and similar restructuring initiatives incurred by Wincor Nixdorf and its Restricted Subsidiaries prior to March 31, 2016 that are set forth in an Officer’s Certificate and are factually supportable (in the good faith determination of the Company, as certified in the applicable certificate), it being understood any such increases pursuant to this clause (j) shall only be available subject to the consummation of the Acquisition and not in contemplation thereof; provided that the aggregate amount added back in reliance on this clause (j) in any four-fiscal quarter period shall not exceed €80.0 million; and

(2) decreased (without duplication) by non-cash items increasing such Consolidated Net Income (excluding any such items which represent the recognition of deferred revenue, the reversal of any accrual of, or reserve for, anticipated cash charges that reduced Consolidated EBITDA in any prior period, and any such items for which cash was received in a prior period that did not increase Consolidated EBITDA in any prior period) and if Consolidated Income Taxes is a benefit, by the amount of such benefit.

“Consolidated Income Taxes” means, with respect to any Person for any period, taxes imposed upon such Person or any of its consolidated Restricted Subsidiaries or other payments required to be made by such Person or any of its consolidated Restricted Subsidiaries to any governmental authority, which taxes or other payments are calculated by reference to the income or profits or capital of such Person or any of its consolidated Restricted Subsidiaries (to the extent such income or profits were included in computing Consolidated Net Income for such period), including, without limitation, state, franchise and similar taxes and foreign withholding taxes regardless of whether such taxes or payments are required to be remitted to any governmental authority.

“Consolidated Interest Expense” means, with respect to any Person for any period, the total interest expense of such Person and its consolidated Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, whether paid or accrued, plus, to the extent not included in such interest expense (without duplication):

(1) interest expense attributable to Capitalized Lease Obligations and the interest portion of rent expense associated with Attributable Indebtedness in respect of the relevant lease giving rise thereto, determined as if such lease were a capitalized lease in accordance with GAAP, and the interest component of any deferred payment obligations;

(2) amortization of debt discount (including the amortization of original issue discount resulting from the issuance of Indebtedness at less than par) and debt issuance costs (other than debt issuance costs and other capitalized fees and expenses that are Incurred in connection with the Transactions); provided, however, that any amortization of bond premium will be credited to reduce Consolidated Interest Expense unless, pursuant to GAAP, such amortization of bond premium has otherwise reduced Consolidated Interest Expense;

(3) non-cash interest expense, but any non-cash interest income or expense attributable to the movement in the mark-to-market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP shall be excluded from the calculation of Consolidated Interest Expense;

(4) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing;

(5) the interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries;

(6) the net costs associated with entering into Hedging Obligations (including amortization of fees) related to Indebtedness;

(7) interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period;

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(8) the product of (a) all dividends paid or payable, in cash, Cash Equivalents or Indebtedness or accrued during such period on any series of Disqualified Stock or on Preferred Stock of Non-Guarantor Subsidiaries payable to a party other than the Company or a Wholly Owned Subsidiary, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state, provincial and local statutory tax rate of such Person, expressed as a decimal, in each case on a consolidated basis and in accordance with GAAP; and

(9) Receivables Fees;

provided, however, that any interest expense attributable to Integrated Service Contract Debt permitted to be Incurred under clause (18) of the second paragraph under “—Certain Covenants—Limitation on Indebtedness” shall not be included in Consolidated Interest Expense.

For purposes of the foregoing, total interest expense will be determined (i) after giving effect to any net payments made or received by the Company and its Subsidiaries with respect to Interest Rate Agreements and (ii) exclusive of amounts classified as other comprehensive income on the balance sheet of the Company. Notwithstanding anything to the contrary contained herein, without duplication of clause (9) and subject to the proviso above, commissions, discounts, yield and other fees and charges Incurred in connection with any transaction pursuant to which the Company or its Restricted Subsidiaries may sell, convey or otherwise transfer or grant a security interest in any accounts receivable or related assets shall be included in Consolidated Interest Expense.

“Consolidated Net Income” means, for any period, the net income (loss) of the Company and its Restricted Subsidiaries determined on a consolidated basis in accordance with GAAP; provided, however, that there will not be included in such Consolidated Net Income on an after-tax basis:

(1) any net income (loss) of any Person if such Person is not a Restricted Subsidiary or that is accounted for by the equity method of accounting, except that:

(a) subject to the limitations contained in clauses (3) through (9) below, the Company’s equity in the net income of any such Person for such period will be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such period to the Company or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to a Restricted Subsidiary, to the limitations contained in clause (2) below); and

(b) the Company’s equity in a net loss of any such Person (other than an Unrestricted Subsidiary) for such period will be included in determining such Consolidated Net Income to the extent such loss has been funded with cash from the Company or a Restricted Subsidiary;

(2) any net income (but not loss) of any Restricted Subsidiary (other than a Guarantor) if such Restricted Subsidiary is subject to prior government approval or other restrictions due to the operation of its charter or any agreement, instrument, judgment, decree, order statute, rule or government regulation (which have not been obtained or waived), directly or indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to the Company, except that:

(a) subject to the limitations contained in clauses (3) through (9) below, the Company’s equity in the net income of any such Restricted Subsidiary for such period will be included in such Consolidated Net Income up to the aggregate amount of cash that could have been distributed by such Restricted Subsidiary during such period to the Company or another Restricted Subsidiary as a dividend (subject, in the case of a dividend to another Restricted Subsidiary, to the limitation contained in this clause); and

(b) the Company’s equity in a net loss of any such Restricted Subsidiary for such period will be included in determining such Consolidated Net Income;

(3) any gain or loss (excluding all fees and expenses relating thereto) realized upon sales or other dispositions of any assets of the Company or such Restricted Subsidiary outside the ordinary course of business;

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(4) any non-cash compensation charge or expense arising from any grant of stock, stock options or other equity-based awards, including any such charge or expense Incurred in connection with any merger, consolidation or acquisition;

(5) any income or loss from the early extinguishment of Indebtedness or early termination of Hedging Obligations or other derivative instruments;

(6) any extraordinary gain or loss;

(7) any net after-tax effect of gains or losses attributable to disposed or discontinued operations;

(8) any net income or loss included in the consolidated statement of operations with respect to noncontrolling interests; and

(9) the cumulative effect of a change in accounting principles.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Company or any direct or indirect parent company of the Company who: (1) was a member of such Board of Directors on the Issue Date; or (2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election.

“Currency Agreement” means, with respect to any Person, any foreign exchange future or forward, swap or option, cap or collar or other similar agreement or arrangement as to which such Person is a party or a beneficiary.

“Debt Facility” means one or more debt facilities (including, without limitation, the Senior Credit Facility) or commercial paper facilities with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit or issuances of debt securities evidenced by notes, debentures, bonds or similar instruments, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced (including by means of sales of debt securities) in whole or in part from time to time (and whether or not with the original administrative agent, lenders or trustee or another administrative agent or agents, other lenders or trustee and whether provided under the original Senior Credit Facility or any other credit or other agreement or indenture).

“Default” means any event that is, or after notice or passage of time or both would be, an Event of Default.

“Designated Noncash Consideration” means the Fair Market Value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Noncash Consideration pursuant to an Officer’s Certificate delivered to the Trustee setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale, redemption or payment of, on or with respect to such Designated Noncash Consideration.

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event:

(1) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;

(2) is convertible into or exchangeable for Indebtedness or Disqualified Stock (excluding Capital Stock which is convertible or exchangeable solely at the option of the Company or a Restricted Subsidiary (it being understood that upon such conversion or exchange it shall be an Incurrence of such Indebtedness or Disqualified Stock)); or

(3) is redeemable at the option of the holder of the Capital Stock in whole or in part,

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in each case on or prior to the date 91 days after the earlier of the final maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock; provided, further, that any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Company or its Restricted Subsidiaries to repurchase such Capital Stock upon the occurrence of a Change of Control or Asset Disposition (each defined in a substantially identical manner to the corresponding definitions in the Indenture) shall not constitute Disqualified Stock if the terms of such Capital Stock (and all such securities into which it is convertible or exchangeable or for which it is redeemable) provide that the Company or its Restricted Subsidiaries, as applicable, are not required to repurchase or redeem any such Capital Stock (and all such securities into which it is convertible or exchangeable or for which it is redeemable) pursuant to such provision prior to compliance by the Company with the provisions of the Indenture described under the captions “—Repurchase at the Option of Holders—Change of Control” and “—Repurchase at the Option of Holders—Asset Sales” and such repurchase or redemption complies with “—Certain Covenants—Limitation on Restricted Payments.” Notwithstanding the foregoing, (A) if such Capital Stock 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 Company or any Restricted Subsidiary, such Capital Stock shall not constitute Disqualified Stock 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 Capital Stock 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 Company (or any Subsidiary) shall be considered Disqualified Stock 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, shareholder agreement or similar agreement that may be in effect from time to time.

“Disregarded Domestic Restricted Subsidiary” means a Domestic Restricted Subsidiary substantially all of the assets of which consist of equity interests of Foreign Subsidiaries.

“Domestic Restricted Subsidiary” means any Restricted Subsidiary other than a Foreign Subsidiary.

“Domination Agreement” means the domination agreement (Beherrschungvertrag) within the meaning of Sec 291(1) of the German Stock Corporation Act (Aktiengesetz), dated September 26, 2016, among the Company (or any of its direct or indirect Wholly Owned Subsidiaries), Wincor Nixdorf and the other parties thereto.

“Domination Agreement Effective Date” means the initial date on which the Domination Agreement is effective.

“EMU” means the European Economic and Monetary Union in accordance with the Treaty of Rome 1957, as amended by the Single European Act 1986, the Maastricht Treaty of 1992 and the Amsterdam Treaty of 1998.

“EMU Legislation” means the legislative measures of the European Union for the introduction of, changeover to or operation of the Euro in one or more member states of the European Union.

“Equity Offering” means an offering for cash by the Company of its Common Stock, or options, warrants or rights with respect to its Common Stock, other than (1) public offerings with respect to the Company’s Common Stock, or options, warrants or rights, registered on Form S-4 or S-8, (2) an issuance to any Subsidiary or (3) any offering of Common Stock issued in connection with a transaction that constitutes a Change of Control.

“Euro” means the means the single currency unit of the member states of the European Union that have the euro as its lawful currency in accordance with the EMU Legislation.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

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“Factoring Transaction” means any transaction or series of transactions that may be entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or any of its Restricted Subsidiaries may sell, convey or otherwise transfer to any other Person any Receivables (whether now existing or arising in the future) of the Company or any of its Restricted Subsidiaries, any assets related thereto, all contracts and all Guarantees or other obligations in respect of such accounts receivable, the proceeds of such Receivables and other assets that are customarily transferred, in connection with receivables factoring arrangements.

“Factoring Transaction Amount” means the amount of obligations outstanding under the legal documents entered into as part of such Factoring Transaction on any date of determination that would be characterized as principal if such Factoring Transaction were structured as a secured lending transaction rather than as a purchase.

“Fair Market Value” means, with respect to any asset or liability, the fair market value of such asset or liability as determined by the Company in good faith (including as to the value of all non-cash assets and liabilities).

“Foreign Subsidiary” means (A) (i) any Restricted Subsidiary that is not organized under the laws of the United States or any state thereof or the District of Columbia, and any Restricted Subsidiary of such Restricted Subsidiary and (ii) any Restricted Subsidiary of such Foreign Subsidiary and (B) any Disregarded Domestic Restricted Subsidiary.

“Future Acquisition” means any transaction, or any series of related transactions, consummated on or after the date of the Issue Date (other than the Acquisition) by which the Company or any of its Restricted Subsidiaries (i) acquires any going business or all or substantially all of the assets of any Person, business line or division thereof, whether through purchase of assets, merger or otherwise or (ii) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority of the total voting power of the Voting Stock of any Person.

“GAAP” means generally accepted accounting principles in the United States as in effect as of the Issue Date, including those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession. Unless otherwise specified, all ratios and computations, contained in the Indenture will be computed in conformity with GAAP, except that in the event the Company is acquired in a transaction that is accounted for using purchase accounting, the effects of the application of purchase accounting shall be disregarded in the calculation of such ratios and other computations contained in the Indenture.

“Government Securities” means securities that are (1) direct obligations of the United States for the timely payment of which its full faith and credit is pledged or (2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States the timely payment of which is unconditionally Guaranteed as a full faith and credit obligation of the United States, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depositary receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depositary receipt.

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“Guarantee” means (1) any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person and (2) any obligation, direct or indirect, contingent or otherwise, of such Person:

(a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise); or

(b) entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided, however, that the term “Guarantee” will not include endorsements for collection or deposit in the ordinary course of business.

“Guarantor” means each Restricted Subsidiary in existence on the Issue Date that provides a Note Guarantee on the Issue Date (and any other Restricted Subsidiary that provides a Note Guarantee after the Issue Date); provided that upon release or discharge of such Restricted Subsidiary from its Note Guarantee in accordance with the Indenture, such Restricted Subsidiary ceases to be a Guarantor.

“Guarantor Subordinated Obligation” means, with respect to a Guarantor, any Indebtedness of such Guarantor (whether outstanding on the Issue Date or thereafter Incurred) that is expressly subordinated in right of payment to the obligations of such Guarantor under its Note Guarantee.

“Hedging Obligations” of any Person means the obligations of such Person pursuant to any Interest Rate Agreement, Currency Agreement or Commodity Agreement.

“Holder” means a Person in whose name a Note is registered on the Registrar’s books.

“Immaterial Subsidiary” means, as of any date of determination, any Restricted Subsidiary that, together with its Subsidiaries on a consolidated basis, accounts for not more than (1) 5.0% of the total assets of the Company and its Restricted Subsidiaries as of the end of the most recent fiscal quarter for which internal financial statements prepared on a consolidated basis in accordance with GAAP are available or (2) 5.0% of the total revenues (after intercompany eliminations) of the Company and its Restricted Subsidiaries for the period of the most recent four consecutive fiscal quarters ending on such balance sheet date; provided that the aggregate total assets or revenues for all Immaterial Subsidiaries shall not at any time exceed 10.0% of the total assets or revenues (after intercompany eliminations) of the Company and its Restricted Subsidiaries.

“Incur” means issue, create, assume, Guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) will be deemed to be Incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary; and the terms “Incurred” and “Incurrence” have meanings correlative to the foregoing.

“Indebtedness” means, with respect to any Person on any date of determination (without duplication):

(1) the principal of and premium (if any) in respect of indebtedness of such Person for borrowed money;

(2) the principal of and premium (if any) in respect of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

(3) all reimbursement obligations of such Person in respect of letters of credit (other than letters of credit that are secured by cash or Cash Equivalents), bankers’ acceptances or other similar instruments (excluding reimbursement obligations in respect of letters of credit or bankers’ acceptances issued in respect of trade payables, unless such obligation remains unsatisfied for more than five Business Days);

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(4) the principal component of all obligations of such Person to pay the deferred and unpaid purchase price of property (including earn-out obligations), which purchase price is due more than three months after the date of placing such property in service or taking delivery and title thereto, except (a) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business, and (b) any earn-out obligation until the amount of such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP;

(5) Capitalized Lease Obligations and all Attributable Indebtedness of such Person (whether or not such items would appear on the balance sheet of such Person in accordance with GAAP);

(6) the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the principal component or liquidation preference of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock or, with respect to any Non-Guarantor Subsidiary, any Preferred Stock (but excluding, in each case, any accrued dividends);

(7) the principal component of all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided, however, that the amount of such Indebtedness will be the lesser of (a) the Fair Market Value of such asset at such date of determination and (b) the amount of such Indebtedness of such other Persons;

(8) the principal component of Indebtedness of other Persons to the extent Guaranteed by such Person (whether or not such items would appear on the balance sheet of such Person in accordance with GAAP);

(9) to the extent not otherwise included in this definition, net obligations of such Person under Hedging Obligations (the amount of any such obligations to be equal at any time to the termination value of such agreement or arrangement giving rise to such Obligation that would be payable by such Person at such time); and

(10) to the extent not otherwise included in this definition, (a) the Receivables Transaction Amount outstanding relating to a Qualified Receivables Transaction, (b) the Factoring Transaction Amount outstanding relating to a Factoring Transaction and (c) any Integrated Service Contract Debt.

Notwithstanding the foregoing, money borrowed and set aside at the time of the Incurrence of any Indebtedness in order to pre-fund the payment of interest on such Indebtedness shall not be deemed to be “Indebtedness;”provided that such money is held to secure the payment of such interest.

Notwithstanding the foregoing, the amount of any Indebtedness outstanding as of any date shall (i) be the accreted value thereof in the case of any Indebtedness issued with original issue discount or the aggregate principal amount outstanding in the case of Indebtedness issued with interest payable in kind and (ii) include any interest (or in the case of Preferred Stock, dividends) thereon that is more than 30 days past due. Except to the extent provided in the preceding sentence, the amount of any Indebtedness that is convertible into or exchangeable for Capital Stock of the Company outstanding as of any date shall be deemed to be equal to the principal and premium, if any, in respect of such Indebtedness, notwithstanding the provisions of GAAP (including Accounting Standards Codification Topic 470-20, Debt-Debt with Conversion and Other Options).

For purposes of clause (6) above, the “maximum mandatory redemption or repurchase price” of any Disqualified Stock or Preferred Stock, as applicable, that does not have a fixed redemption or repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock, as applicable, as if such Disqualified Stock or Preferred Stock, as applicable, were redeemed or repurchased on any date on which an amount of Indebtedness outstanding shall be required to be determined pursuant to the Indenture.

“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Company, qualified to perform the task for which it has been engaged.

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“Integrated Service Contract” means a contract pursuant to which the Company and/or a Subsidiary provides both equipment and services to a customer.

“Integrated Service Contract Debt” means Indebtedness Incurred in connection with and for the primary purpose of financing the acquisition of equipment subject to or anticipated to become subject to an Integrated Service Contract.

“interest” with respect to the Notes means interest with respect thereto and Additional Interest, if any.

“Interest Rate Agreement” means, with respect to any Person, any interest rate future or forward, swap or option, cap or collar or other similar agreement or arrangement as to which such Person is party or a beneficiary.

“Investment” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of any direct or indirect advance, loan or other extensions of credit (including by way of Guarantee or similar arrangement, but excluding (i) accounts receivable and other extensions of trade credit and/or accrued expenses, in each case arising in the ordinary course of business and payable in accordance with customary practices and (ii) any debt or extension of credit represented by a bank deposit (other than a time deposit)) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by, such Person and all other items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP; provided that none of the following will be deemed to be an Investment:

(1) Hedging Obligations entered into in the ordinary course of business and in compliance with the Indenture;

(2) endorsements of negotiable instruments and documents in the ordinary course of business;

(3) an acquisition of assets, Capital Stock or other securities by the Company or a Subsidiary for consideration to the extent such consideration consists of Common Stock of the Company;

(4) the acquisition of property and other assets from suppliers and other vendors in the ordinary course of business; and

(5) prepaid expenses and workers’ compensation, utility, lease and similar deposits in the ordinary course of business.

For purposes of “—Certain Covenants—Limitation on Restricted Payments” and “—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries”:

(1) “Investment” will include the portion (proportionate to the Company’s equity interest in a Restricted Subsidiary that is to be designated an Unrestricted Subsidiary) of the Fair Market Value of the net assets of such Restricted Subsidiary at the time that such Restricted Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company will be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (a) the Company’s aggregate “Investment” in such Subsidiary as of the time of such redesignation less (b) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time that such Subsidiary is so redesignated a Restricted Subsidiary;

(2) any property transferred to or from an Unrestricted Subsidiary will be valued at its Fair Market Value at the time of such transfer; and

(3) if the Company or any Restricted Subsidiary sells or otherwise disposes of any Voting Stock of any Restricted Subsidiary such that, after giving effect to any such sale or disposition, such entity is no longer a Subsidiary of the Company, the Company shall be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Capital Stock of such Subsidiary not sold or disposed of.

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“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s Investors Service, Inc. and BBB- (or the equivalent) by Standard & Poor’s Ratings Group, Inc., or any other equivalent rating by any Rating Agency, in each case, with a stable or better outlook.

“Issue Date” means April 19, 2016.

“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

“Net Available Cash” from an Asset Disposition means cash payments received (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and net proceeds from the sale or other disposition of any securities or other assets received as consideration, but only as and when received (including after release from any required escrow), but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to the properties or assets that are the subject of such Asset Disposition or received in any other non-cash form) therefrom, in each case net of:

(1) all legal, accounting, investment banking, title and recording tax expenses, commissions and other fees and expenses Incurred, and all federal, state, provincial, foreign and local taxes required to be paid or reasonably expected to be paid or accrued as a liability under GAAP (after taking into account any tax credits or deductions that are available or reasonably expected to be available and any tax sharing agreements), as a consequence of such Asset Disposition;

(2) all payments made on any Indebtedness that is secured by any assets subject to such Asset Disposition, in accordance with the terms of any Lien upon such assets, or which must by its terms, or in order to obtain a necessary consent to such Asset Disposition, or by applicable law be repaid out of the proceeds from such Asset Disposition;

(3) all distributions and other payments required to be made to noncontrolling interest holders in Subsidiaries or joint ventures as a result of such Asset Disposition;

(4) the deduction of appropriate amounts to be provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the assets disposed of in such Asset Disposition and retained by the Company or any Restricted Subsidiary after such Asset Disposition;

(5) payments of unassumed liabilities (not constituting Indebtedness) relating to the assets subject to such Asset Disposition at the time of, or within 30 days after, such Asset Disposition; and

(6) with respect to any Asset Disposition involving a disposition of assets of a Foreign Subsidiary and solely to the extent the proceeds have not been applied to reduce Indebtedness, make capital expenditures or investments in Additional Assets in accordance with the covenant described under “—Repurchase at the Option of Holders—Asset Sales,” the Net Available Cash attributable to such assets of such Foreign Subsidiary to the extent that the repatriation of such Net Available Cash to the Company or any of its Domestic Restricted Subsidiaries (i) is prohibited, restricted or delayed by applicable laws, rules or regulations or (ii) could reasonably be expected to result in adverse tax consequences to the Company and its Restricted Subsidiaries; provided that the Company will use commercially reasonable efforts to overcome or eliminate any such restrictions and/or minimize any costs to comply with the covenant described under “—Repurchase at the Option of Holders—Asset Sales.”

“Net Cash Proceeds,” with respect to any issuance or sale of Capital Stock, means the cash proceeds of such issuance or sale, net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, listing fees,

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discounts or commissions and brokerage, consultant and other fees and charges actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result of such issuance or sale (after taking into account any available tax credit or deductions and any tax sharing arrangements).

“Non-Guarantor Subsidiary” means any Restricted Subsidiary that is not a Guarantor.

“Non-Recourse Debt” means Indebtedness of a Person:

(1) as to which neither the Company nor any Restricted Subsidiary (a) provides any Guarantee or credit support of any kind (including any undertaking, Guarantee, indemnity, agreement or instrument that would constitute Indebtedness) or (b) is directly or indirectly liable (as a guarantor or otherwise); and

(2) the explicit terms of which provide there is no recourse against any of the assets of the Company or its Restricted Subsidiaries, except that Standard Securitization Undertakings and Standard Factoring Undertakings shall not be considered recourse.

“Non-Tender Agreement” means the Non-Tender Agreement, executed in December 2015, among the Company, Wincor Nixdorf and Wincor Nixdorf Facility GmbH.

“Note Guarantee” means, individually, any Guarantee of payment of the Notes and the Company’s other Obligations under the Indenture by a Guarantor pursuant to the terms of the Indenture and any supplemental indenture thereto, and, collectively, all such Guarantees.

“Obligations” means any principal, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), other monetary obligations, penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and Guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

“Offer Document” means the tender offer document (Angebotsunterlage) (including all exhibits, schedules, annexes and other attachments thereto) published by the Company in connection with the Acquisition.

“Offer Documentation” means (i) the Offer Document and (ii) and all other related documents made available by the Company to BaFin in respect to the acquisition of the Wincor Nixdorf Shares.

“Offering Memorandum” means the Offering Memorandum dated as of April 5, 2016 related to the offer and sale of the Original Notes.

“Officer” means the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or Assistant Treasurer or the Secretary of the Company or, if the Company is a partnership or a limited liability company that has no such officers, a person duly authorized under applicable law by the general partner, managers, members or a similar body to act on behalf of the Company. Officer of any Guarantor has a correlative meaning.

“Officer’s Certificate” means a certificate signed by an Officer of the Company and delivered to the Trustee.

“Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Company.

“Pari Passu Indebtedness” means Indebtedness that ranks equally in right of payment to the Notes, in the case of the Company, or the Note Guarantees, in the case of any Guarantor (in each case, without giving effect to collateral arrangements).

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“Permitted Factoring Transaction” means any Factoring Transaction that may be entered into by the Company or any of its Restricted Subsidiaries on a non-recourse basis (except for Standard Factoring Undertakings), which is not entered into in connection with or as part of a Qualified Receivables Transaction and does not constitute Integrated Service Contract Debt.

“Permitted Investment” means an Investment by the Company or any Restricted Subsidiary in:

(1) the Company or a Restricted Subsidiary (other than a Receivables Entity);

(2) any Investment by the Company or any of its Restricted Subsidiaries in a Person if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary; or

(b) such Person, in one transaction or a series of related transactions, is merged or consolidated with or into, or transfers or conveys all or substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary,

and, in each case, any Investment held by such Person; provided that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;

(3) cash and Cash Equivalents;

(4) Investments in exchange for consideration consisting only of Capital Stock (other than Disqualified Stock) of the Company or Net Cash Proceeds of a substantially concurrent sale of Capital Stock of the Company; provided, however, that the issuance of such Capital Stock or such Net Cash Proceeds will be excluded from clause (C)(ii) of the first paragraph of the covenant described under “—Certain Covenants—Limitation on Restricted Payments”;

(5) receivables owing to the Company or any Restricted Subsidiary and extensions of trade credit in the ordinary course of business;

(6) payroll, commission, travel and similar advances to cover matters that are reasonably expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;

(7) loans or advances to employees, officers or directors of the Company or any Restricted Subsidiary (i) in the ordinary course of business or (ii) in an aggregate amount not to exceed $10.0 million to fund the purchase of Capital Stock of the Company by such persons;

(8) any Investment acquired by the Company or any of its Restricted Subsidiaries:

(a) as part of the settlement of litigation or arbitration;

(b) in exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable; or

(c) as a result of a foreclosure by the Company or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(9) Investments received in settlement of amounts due to the Company or any Restricted Subsidiary effected in the ordinary course of business;

(10) Investments made as a result of the receipt of non-cash consideration from an Asset Disposition that was made pursuant to and in compliance with “—Repurchase at the Option of Holders—Asset Sales” or any other disposition of assets not constituting an Asset Disposition;

(11) Investments in existence on the Issue Date or, in the case of any Purchased Entity, on the Domination Agreement Effective Date, or made pursuant to binding commitments existing on the Issue Date or, in the

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case of any Purchased Entity, on the Domination Agreement Effective Date, or an Investment consisting of any extension, modification or replacement of any such Investment or binding commitment existing on the Issue Date or, in the case of any Purchased Entity, on the Domination Agreement Effective Date, but, in each case only to the extent not involving additional advances, contributions or other Investments or other increases thereof;

(12) Currency Agreements, Interest Rate Agreements, Commodity Agreements and related Hedging Obligations, which transactions or obligations are Incurred in compliance with “—Certain Covenants—Limitation on Indebtedness;”

(13) Guarantees issued in accordance with “—Certain Covenants—Limitations on Indebtedness;”

(14) Investments made in connection with the funding of contributions under any non-qualified retirement plan or similar employee compensation plan in an amount not to exceed the amount of compensation expense recognized by the Company and its Restricted Subsidiaries in connection with such plans;

(15) Investments by the Company or a Restricted Subsidiary in a Receivables Entity or any Investment by a Receivables Entity in any other Person, in each case, in connection with a Qualified Receivables Transaction (provided, however, that any Investment in any such Person is in the form of a Purchase Money Note), or any equity interest or interests in Receivables and related assets generated by the Company or a Restricted Subsidiary and transferred to any Person in connection with a Qualified Receivables Transaction or any such Person owning such Receivables;

(16) Investments consisting of the licensing, sublicensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

(17) any Investment consisting of cash deposits (including escrowed deposits) pursuant to binding commitments of the Company or its Restricted Subsidiaries in effect with respect to (i) refinancings of Indebtedness otherwise permitted under the Indenture and (ii) Future Acquisitions permitted under the Indenture and not yet consummated;

(18) prepaid expenses, negotiable instruments held for collection, lease, utility, workers’ compensation, performance and other similar deposits provided to third parties in the ordinary course of business;

(19) to the extent constituting Investments, transactions to facilitate the China Joint Venture in an aggregate amount at the time of each such Investment not to exceed $100.0 million;

(20) to the extent constituting Investments, transactions to facilitate the Wincor Joint Venture in an aggregate amount at the time of each such Investment not to exceed $100.0 million; and

(21) Investments by the Company or any of its Restricted Subsidiaries, together with all other Investments pursuant to this clause (21), in an aggregate amount at the time of each such Investment not to exceed the greater of (i) $350.0 million and (ii) 10.0% of Total Tangible Assets outstanding at any one time (with the Fair Market Value of each such Investment being measured at the time made and without giving effect to subsequent changes in value).

“Permitted Liens” means, with respect to any Person:

(1) Liens securing Indebtedness and other obligations permitted to be Incurred under clause (1) of the second paragraph under “—Certain Covenants—Limitation on Indebtedness,” related Hedging Obligations and related banking services or cash management obligations and Liens on assets of Restricted Subsidiaries securing Guarantees of such Indebtedness and such other obligations of the Company;

(2) pledges or deposits by such Person under workers’ compensation laws, unemployment insurance laws, social security or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import or customs duties or for the payment of rent, in each case Incurred in the ordinary course of business;

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(3) Liens imposed by law, including carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens, Incurred in the ordinary course of business;

(4) Liens for taxes, assessments or other governmental charges or levies that are not yet overdue for more than 45 days or that are being contested in good faith by appropriate proceedings, provided appropriate reserves required pursuant to GAAP have been made in respect thereof;

(5) Liens in favor of issuers of surety or performance bonds or letters of credit or bankers’ acceptances or similar obligations (including standby letters of credit and completion guarantees) issued pursuant to the request of and for the account of such Person in the ordinary course of its business; provided, however, that such letters of credit do not constitute Indebtedness;

(6) encumbrances, ground leases, easements or reservations (including reservations in any original grant from any government of any water or mineral rights or interests therein) of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning, building codes or other restrictions (including, without limitation, minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties that do not secure any monetary obligations and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(7) Liens securing Hedging Obligations that are Incurred in the ordinary course of business (and not for speculative purposes);

(8) leases, licenses, subleases and sublicenses of assets (including, without limitation, real property and intellectual property rights) that do not materially interfere with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries and do not secure any Indebtedness;

(9) judgment Liens not giving rise to an Event of Default or that secure appeal or surety bonds related to such judgments;

(10) Liens for the purpose of securing the payment of all or a part of the purchase price of, or Capitalized Lease Obligations, mortgage financings, purchase money obligations or other payments Incurred to finance assets or property (other than Capital Stock or other Investments) acquired, constructed, improved or leased in the ordinary course of business; provided that:

(a) the aggregate principal amount of Indebtedness secured by such Liens is otherwise permitted to be Incurred under the Indenture and does not exceed the cost of the assets or property so acquired, constructed or improved; and

(b) such Liens are created within 180 days of construction, acquisition or improvement of such assets or property and do not encumber any other assets or property of the Company or any Restricted Subsidiary other than such assets or property and assets affixed or appurtenant thereto;

(11) Liens arising solely by virtue of any statutory or common law provisions relating to banker’s Liens, rights of set-off, revocation, refund, chargeback or similar rights and remedies as to deposit accounts or other funds maintained with a depositary institution; provided that:

(a) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the Federal Reserve Board; and

(b) such deposit account is not intended by the Company or any Restricted Subsidiary to provide collateral to the depository institution;

(12) rights of set-off, banker’s lien, netting agreements and other Liens arising by operation of law or by the terms of documents of banks or other financial institutions (i) in relation to the establishment, maintenance or administration of deposit accounts, securities accounts or arrangements relating to a Cash Management Agreement or (ii) in relation to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company or any Restricted Subsidiary;

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(13) Liens in favor of financial institutions against cash pooling arrangements or bank account deposits in foreign bank accounts at such financial institution granted in the ordinary course of business and consistent with standard business practices in such foreign jurisdiction; provided that any such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company or its Restricted Subsidiaries;

(14) Liens in favor of a commodity, brokerage or security intermediary who holds a commodity, brokerage or, as applicable, a security account on behalf of the Company or a Restricted Subsidiary provided such Lien encumbers only the related account and the property held therein and relates to the security for the activities associated with such account;

(15) Liens arising from Uniform Commercial Code (or similar law of any foreign jurisdiction) financing statement filings or similar public filings, registrations or agreements in foreign jurisdiction regarding leases and consignment or bailee arrangements in the ordinary course of business and Liens securing liabilities in respect of indemnification obligations thereunder as long as each such Lien only encumbers the assets that are the subject of the related lease (or contained in such leasehold) or consignment or bailee, and other precautionary statements, filings or agreements;

(16) Liens existing on the Issue Date (other than Liens permitted under clause (1));

(17) Liens on property or shares of stock of a Person at the time such Person becomes a Restricted Subsidiary; provided, however, that such Liens are not created, Incurred or assumed in connection with, or in contemplation of, such other Person becoming a Restricted Subsidiary; provided, further, however, that any such Lien may not extend to any other property owned by the Company or any Restricted Subsidiary;

(18) Liens on property at the time the Company or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Company or any Restricted Subsidiary; provided, however, that such Liens are not created, Incurred or assumed in connection with, or in contemplation of, such acquisition; provided, further, however, that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary;

(19) deposits in the ordinary course of business to secure liability to insurance carriers;

(20) options, put and call arrangements, rights of first refusal and similar rights relating to Investments in joint ventures, partnerships and the like permitted to be made under the Indenture;

(21) Liens arising out of any conditional sale, title retention, consignment or other similar arrangements for the sale of goods entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business;

(22) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Company or another Restricted Subsidiary (other than a Receivables Entity);

(23) Liens securing the Notes and the Note Guarantees;

(24) Liens securing Refinancing Indebtedness Incurred to refinance, refund, replace, amend, extend or modify, as a whole or in part, Indebtedness that was previously so secured pursuant to clauses (10), (16), (17), (18) and (30) and this clause (24) of this definition; provided that any such Lien is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which the original Lien arose, could secure) the Indebtedness being refinanced or is in respect of property that is the security for a Permitted Lien hereunder;

(25) any interest or title of a lessor under any Capitalized Lease Obligation or operating lease;

(26) Liens in favor of the Company or any Restricted Subsidiary;

(27) Liens in favor of customs and revenues authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

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(28) Liens on assets transferred to a Receivables Entity or on assets of a Receivables Entity, in either case Incurred in connection with a Qualified Receivables Transaction;

(29) Liens arising out of or related to the rights of buyers of accounts receivable under any Permitted Factoring or Integrated Service Contract or otherwise in connection with the Incurrence of Integrated Service Contract Debt permitted under the Indenture;

(30) Liens on property and assets of Wincor Nixdorf and its Restricted Subsidiaries permitted to survive the completion of the Acquisition or be Incurred thereafter and prior to the Domination Agreement Effective Date under the terms of the Acquisition Documentation;

(31) Liens on assets and property of Non-Guarantor Subsidiaries that secure Indebtedness and other obligations of Non-Guarantor Subsidiaries;

(32) Liens on the Capital Stock of an Unrestricted Subsidiary securing Indebtedness and other obligations of Unrestricted Subsidiaries;

(33) Liens on deposits and other amounts held in escrow to secure contractual payments (contingent or otherwise) payable by the Company or its Restricted Subsidiaries to a seller after the consummation of a Future Acquisition;

(34) Liens on cash or Cash Equivalents or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(35) Liens on the collateral in respect of the Senior Credit Facility securing obligations in respect of any Bi-Lateral LC/WC Agreement permitted to be Incurred under clause (22) of the second paragraph under “—Certain Covenants—Limitation on Indebtedness”;

(36) Liens securing Indebtedness in an aggregate principal amount outstanding at any one time not to exceed the greater of (a) $200.0 million and (b) 5.0% of Total Tangible Assets (with Total Tangible Assets being measured at the time of Incurrence of such Indebtedness and without giving effect to subsequent changes in value); and

(37) Liens securing Indebtedness; provided that at the time of Incurrence and after giving effect to the Incurrence of such Indebtedness and the application of the proceeds therefrom on such date, the Secured Leverage Ratio (calculated assuming all commitments relating to any revolving credit facility have been fully drawn) of the Company would not exceed 2.5 to 1.0.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Pounds Sterling” means the lawful currency of the United Kingdom.

“Preferred Stock,” as applied to the Capital Stock of any corporation, means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends, or as to the distributions of assets upon any voluntary or involuntary liquidation or dissolution of such corporation, over shares of Capital of any other class of such corporation.

“Purchase Money Note” means a promissory note of a Receivables Entity evidencing the deferred purchase price of Receivables (and related assets) and/or a line of credit, which may be irrevocable, from the Company or any Restricted Subsidiary in connection with a Qualified Receivables Transaction with a Receivables Entity, which deferred purchase price or line is repayable from cash available to the Receivables Entity, other than amounts required to be established as reserves pursuant to agreements, amounts paid to investors in respect of interest, principal and other amounts owing to such investors and amounts owing to such investors and amounts paid in connection with the purchase of newly generated Receivables.

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“Purchased Entities” means Wincor Nixdorf and its Subsidiaries.

“Qualified Receivables Transaction” means any transaction or series of transactions that may be entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or any of its Restricted Subsidiaries may sell, convey or otherwise transfer to (1) a Receivables Entity (in the case of a transfer by the Company or any of its Restricted Subsidiaries) and (2) any other Person (in the case of a transfer by a Receivables Entity), or may grant a security interest in, any Receivables (whether now existing or arising in the future) of the Company or any of its Restricted Subsidiaries, any assets related thereto, all contracts and all Guarantees or other obligations in respect of such accounts receivable, the proceeds of such Receivables and other assets that are customarily transferred, or in respect of which security interests are customarily granted, in connection with an asset securitization involving Receivables.

“Rating Agency” means each of Standard & Poor’s Ratings Group, Inc. and Moody’s Investors Service, Inc. or, if Standard & Poor’s Ratings Group, Inc. or Moody’s Investors Service, Inc. or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company (as certified by a resolution of the Board of Directors) which shall be substituted for Standard & Poor’s Ratings Group, Inc. or Moody’s Investors Service, Inc. or both, as the case may be.

“Receivable” means a right to receive payment arising from a sale or lease of goods or the performance of services by a Person pursuant to an arrangement with another Person pursuant to which such other Person is obligated to pay for goods or services under terms that permit the purchase of such goods and services on credit and shall include, in any event, any items of property that would be classified as an “account,” “chattel paper,” “payment intangible” or “instrument” under the Uniform Commercial Code as in effect in the State of New York and any “supporting obligations” as so defined.

“Receivables Entity” means a Wholly Owned Subsidiary (or another Person in which the Company or any Restricted Subsidiary makes an Investment and to which the Company or any Restricted Subsidiary transfers Receivables and related assets) which engages in no activities other than in connection with the financing of Receivables and which is designated by the Board of Directors of the Company (as provided below) as a Receivables Entity:

(1) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which:

(a) is Guaranteed by the Company or any Restricted Subsidiary (excluding Guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings);

(b) is recourse to or obligates the Company or any Restricted Subsidiary in any way other than pursuant to Standard Securitization Undertakings; or

(c) subjects any property or asset of the Company or any Restricted Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings;

(2) with which neither the Company nor any Restricted Subsidiary has any material contract, agreement, arrangement or understanding (except in connection with a Purchase Money Note or Qualified Receivables Transaction) other than on terms no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Company, other than fees payable in the ordinary course of business in connection with servicing Receivables; and

(3) to which neither the Company nor any Restricted Subsidiary has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results.

Any such designation by the Board of Directors of the Company shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Company giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions.

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“Receivables Fees” means any fees or interest paid to purchasers or lenders providing the financing in connection with a Qualified Receivables Transaction, Factoring Transaction, Integrated Service Contract or other similar agreement, including any such amounts paid by discounting the face amount of Receivables or participations therein transferred in connection with a Qualified Receivables Transaction, Factoring Transaction, Integrated Service Contract or other similar arrangement, regardless of whether any such transaction is structured as on-balance sheet or off-balance sheet or through a Restricted Subsidiary or an Unrestricted Subsidiary.

“Receivables Transaction Amount” means the amount of obligations outstanding under the legal documents entered into as part of such Qualified Receivables Transaction on any date of determination that would be characterized as principal if such Qualified Receivables Transaction were structured as a secured lending transaction rather than as a purchase.

“Refinancing Indebtedness” means Indebtedness that is Incurred to refund, refinance, replace, exchange, renew, repay or extend (including pursuant to any defeasance or discharge mechanism) (collectively, “refinance,” “refinances,” “refinanced” and “refinancing” shall each have a correlative meaning) any Indebtedness existing on the Issue Date or Incurred in compliance with the Indenture (including additional Indebtedness Incurred to pay premiums (including tender premiums), defeasance costs, accrued interest and fees and expenses (including fees and expenses relating to the Incurrence of such Refinancing Indebtedness) in connection with any such refinancing) including Indebtedness that refinances Refinancing Indebtedness; provided, however, that:

(1) (a) if the Stated Maturity of the Indebtedness being refinanced is earlier than the Stated Maturity of the Notes, the Refinancing Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the Indebtedness being refinanced or (b) if the Stated Maturity of the Indebtedness being refinanced is later than the Stated Maturity of the Notes, the Refinancing Indebtedness has a Stated Maturity later than the Stated Maturity of the Notes;

(2) the Refinancing Indebtedness has an Average Life at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the Average Life of the Indebtedness being refinanced;

(3) such Refinancing Indebtedness is Incurred in an aggregate principal amount (or if issued with original issue discount, an aggregate issue price) that is equal to or less than the sum of the aggregate principal amount (or if issued with original issue discount, the aggregate accreted value) then outstanding of the Indebtedness being refinanced (plus, without duplication, any additional Indebtedness Incurred to pay premiums required by the instruments governing such existing Indebtedness or tender premiums, defeasance costs, accrued interest and fees and expenses in connection with any such refinancing);

(4) if the Indebtedness being refinanced is subordinated in right of payment to the Notes or the Note Guarantees, such Refinancing Indebtedness is subordinated in right of payment to the Notes or the Note Guarantees on terms at least as favorable to the Holders as those contained in the documentation governing the Indebtedness being refinanced; and

(5) Refinancing Indebtedness shall not include Indebtedness of a Non-Guarantor Subsidiary that refinances Indebtedness of the Company or a Guarantor.

“Registration Rights Agreement” means that certain Registration Rights Agreement dated as of the Issue Date by and among the Company, the Guarantors and the initial purchasers set forth therein and, with respect to any Additional Notes, one or more substantially similar registration rights agreements among the Company and the other parties thereto, as such agreements may be amended from time to time.

“Restricted Investment” means any Investment other than a Permitted Investment.

“Restricted Subsidiary” means any Subsidiary of the Company other than an Unrestricted Subsidiary.

“Sale/Leaseback Transaction” means an arrangement relating to property now owned or hereafter acquired whereby the Company or a Restricted Subsidiary transfers such property to a Person (other than the Company or any of its Restricted Subsidiaries) and the Company or a Restricted Subsidiary leases it from such Person.

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“SEC” means the U.S. Securities and Exchange Commission.

“Secured Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries secured by a Lien.

“Secured Leverage Ratio” means, as of any date of determination, the ratio of (1) Secured Indebtedness (other than (a) Indebtedness consisting of money borrowed by the Company or any Restricted Subsidiary against the cash value of life insurance policies owned by the Company or such Restricted Subsidiary, (b) Integrated Service Contract Debt up to an aggregate amount outstanding at any one time not to exceed $100.0 million, (c) Indebtedness described in clauses (15) and (19) of the second paragraph of the covenant described under “—Certain Covenants—Limitation on Indebtedness” and (d) the Receivables Transaction Amount outstanding relating to a Qualified Receivables Transaction and the Factoring Transaction Amount outstanding relating to a Permitted Factoring Transaction) of the Company and its Restricted Subsidiaries as of the end of the most recent fiscal quarter for which internal financial statements prepared on a consolidated basis in accordance with GAAP are available (the “balance sheet date”) to (2) Consolidated EBITDA of the Company and its Restricted Subsidiaries for the period of the most recent four consecutive fiscal quarters ending on the balance sheet date. The Secured Leverage Ratio shall be adjusted on a pro forma basis in a manner consistent with the definition of “Consolidated Coverage Ratio” (including for acquisitions).

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Senior Credit Facility” means the Credit Agreement, dated as of November 23, 2015, among the Company, the guarantors parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders parties thereto from time to time, as the same may be amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time (including increasing the amount loaned thereunder).

“Significant Subsidiary” means any Restricted Subsidiary that would be a “Significant Subsidiary” of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

“Similar Business” means any business similar in nature to any business conducted or proposed to be conducted by the Company and its Restricted Subsidiaries or by Wincor Nixdorf and its Subsidiaries on the Issue Date or any business that is reasonably related, complementary, incidental or ancillary thereto or a reasonable extension, development or expansion of, the business conducted by the Company and its Restricted Subsidiaries or by Wincor Nixdorf and its Subsidiaries on the Issue Date, in each case, as determined in good faith by the Company.

“Standard Factoring Undertakings” means representations, warranties, covenants and indemnities entered into by the Company or any Restricted Subsidiary that are reasonably customary in non-recourse Factoring Transactions.

“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Company or any Restricted Subsidiary that are reasonably customary in Qualified Receivables Transactions.

“Stated Maturity” means, with respect to any security, the date specified in the agreement governing or certificate relating to such Indebtedness as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision, but not including any contingent obligations to repay, redeem or repurchase any such principal prior to the date originally scheduled for the payment thereof.

“Subordinated Obligation” means any Indebtedness of the Company (whether outstanding on the Issue Date or thereafter Incurred) that is subordinated or junior in right of payment to the Notes pursuant to its terms.

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“Subsidiary” of any Person means (1) any corporation, association or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total ordinary voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof (or Persons performing similar functions) or (2) any partnership, joint venture limited liability company or similar entity of which more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, is, in the case of clauses (1) and (2), at the time owned or controlled, directly or indirectly, by (a) such Person, (b) such Person and one or more Subsidiaries of such Person or (c) one or more Subsidiaries of such Person. Unless otherwise specified herein, each reference to a Subsidiary will refer to a Subsidiary of the Company.

“Total Net Indebtedness” means, as of any date of determination, the total Indebtedness (other than (a) Indebtedness consisting of money borrowed by the Company or any Restricted Subsidiary against the cash value of life insurance policies owned by the Company or such Restricted Subsidiary, (b) Integrated Service Contract Debt up to an aggregate amount outstanding at any one time not to exceed $100.0 million, (c) Indebtedness described in clauses (15) and (19) of the second paragraph of the covenant described under “—Certain Covenants—Limitation on Indebtedness” and (d) the Receivables Transaction Amount outstanding relating to a Qualified Receivables Transaction and the Factoring Transaction Amount outstanding relating to a Permitted Factoring Transaction) of the Company and its Restricted Subsidiaries after deducting all Unencumbered Cash of the Company and its Restricted Subsidiaries on a consolidated basis determined in accordance with GAAP, as shown on the most recent consolidated balance sheet of the Company.

“Total Net Leverage Ratio” means, as of any date of determination, the ratio of (1) Total Net Indebtedness of the Company and its Restricted Subsidiaries as of the end of the most recent fiscal quarter for which internal financial statements prepared on a consolidated basis in accordance with GAAP are available (the “balance sheet date”) to (2) Consolidated EBITDA of the Company and its Restricted Subsidiaries for the period of the most recent four consecutive fiscal quarters ending on such balance sheet date. The Total Net Leverage Ratio shall be adjusted on a pro forma basis in a manner consistent with the definition of “Consolidated Coverage Ratio” (including for acquisitions).

“Total Tangible Assets” means, as of any date of determination, the total assets of the Company and its Restricted Subsidiaries after deducting all intangible assets of the Company and its Restricted Subsidiaries on a consolidated basis determined in accordance with GAAP, as shown on the most recent consolidated balance sheet of the Company and calculated on a pro forma basis in a manner consistent with the pro forma adjustments contained in the definition of Consolidated Coverage Ratio.

“Transactions” means the Acquisition (and subsequent acquisitions of any Wincor Nixdorf Shares by the Company or its Restricted Subsidiaries), the borrowings under the Senior Credit Facility, the issuance of the Original Notes, the refinancing of Indebtedness of the Company, Wincor Nixdorf and their respective Subsidiaries and the issuance of Capital Stock of the Company in connection therewith and, in each case, the use of the proceeds thereof and the payment of fees and expenses in connection therewith.

“Treasury Rate” means as of any date of redemption of Notes the yield to maturity at the time of computation of U.S. Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source or similar market data)) most nearly equal to the period from the redemption date to April 15, 2019; provided, however, that if the period from the redemption date to April 15, 2019 is not equal to the constant maturity of a U.S. Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of U.S. Treasury securities for which such yields are given, except that if the period from the redemption date to April 15, 2019 is less than one year, the weekly average yield on actually traded U.S. Treasury securities adjusted to a constant maturity of one year will be used.

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“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended.

“Unencumbered Cash” means, as of any date of determination, all cash and Cash Equivalents with maturities of less than one year owned by the Company or any Restricted Subsidiary not disclosed as restricted cash or restricted Cash Equivalents in the Company’s financial statements as of such date; provided that (i) cash or Cash Equivalents drawn under the Senior Credit Facility and held in escrow for the purpose of funding the Transactions shall not be disqualified from being considered Unencumbered Cash solely due to Liens or escrow restrictions arising from such escrow arrangement and (ii) any cash and Cash Equivalents subject to any cash pooling arrangement or cash management in respect of netting services and similar arrangements shall be considered Unencumbered Cash only to the extent, with respect to any such arrangements, that the total amount of cash and Cash Equivalent on deposit subject to such arrangements equals or exceeds the total amount of overdrafts or similar obligations subject thereto.

“Unrestricted Subsidiary” means:

(1) any Subsidiary of the Company that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of the Company; and

(2) any Subsidiary of an Unrestricted Subsidiary.

Actions taken by an Unrestricted Subsidiary will not be deemed to have been taken, directly or indirectly, by the Company or any Restricted Subsidiary.

“Voting Stock” of a Person means all classes of Capital Stock of such Person then outstanding and normally entitled to vote in the election of directors, managers or trustees, as applicable, of such Person.

“Wholly Owned Subsidiary” means a Restricted Subsidiary, all of the Capital Stock of which (other than directors’ qualifying shares) is owned by the Company or another Wholly Owned Subsidiary.

“Wincor Joint Venture” means any single joint venture that may be entered into by one or more of the Purchased Entities.

“Wincor Nixdorf” means Wincor Nixdorf Aktiengesellschaft.

“Wincor Nixdorf Shares” means the Capital Stock of Wincor Nixdorf proposed to be acquired by the Company and/or its Restricted Subsidiaries in connection with the Acquisition (for the avoidance of doubt, including any acquisition of such Capital Stock subsequent to the Acquisition Closing Date).

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of the material United States federal income tax considerations relating to the exchange of original notes for exchange notes pursuant to the Exchange Offer and the ownership and disposition of the exchange notes. It is not a complete analysis of all the potential tax considerations relating to the Exchange Offer or the ownership and disposition of the exchange notes. This summary is based upon the Internal Revenue Code of 1986, as amended, or the Code, the Treasury regulations promulgated under the Code, administrative rulings and pronouncements and judicial decisions, all as in effect on the date of this prospectus. These authorities may be changed, perhaps with retroactive effect, so as to result in United States federal income tax consequences different from those set forth below. No ruling from the Internal Revenue Service, or the IRS, or opinion of counsel has or will be sought with respect to the matters discussed below. There can be no assurance that the IRS will not take a different position concerning the tax considerations of the exchange of original notes for exchange notes pursuant to the Exchange Offer or the ownership and disposition of the exchange notes.

This summary is limited to beneficial owners of the notes (i) that purchased original notes upon their initial issuance at their “issue price” (generally, the first price at which a substantial amount of the notes is sold for cash to investors (excluding sales to bond houses, brokers or similar persons or organizations acting in the capacity as underwriters, placement agents or wholesalers)) and that exchange their original notes for exchange notes pursuant to the Exchange Offer, and (ii) that hold their notes as “capital assets” within the meaning of section 1221 of the Code. This summary does not address the tax considerations arising under the laws of any foreign, state or local jurisdiction. In addition, this discussion does not address all tax considerations that may be applicable to holders’ particular circumstances or to holders that may be subject to special tax rules, such as, for example:

• holders subject to the alternative minimum tax;

• banks, insurance companies, or other financial institutions;

• regulated investment companies;

• real estate investment trusts;

• tax-exempt organizations;

• brokers and dealers in securities or commodities;

• certain former citizens and former long-term residents of the United States;

• traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;

• U.S. Holders (as defined below) whose functional currency is not the United States dollar;

• persons that will hold the notes as a position in a hedging transaction, straddle, conversion transaction or other risk reduction transaction;

• persons deemed to sell the notes under the constructive sale provisions of the Code;

• Non-U.S. Holders (as defined below) subject to special rules under the Code, including “controlled foreign corporations” and “passive foreign investment companies”; or

• entities or arrangements classified as partnerships for United States federal income tax purposes or other pass-through entities, or investors in such entities.

If an entity or arrangement classified as a partnership for United States federal income tax purposes holds notes, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership that holds notes, you are urged to consult your tax advisor regarding the tax consequences of the exchange of original notes for exchange notes pursuant to the Exchange Offer and the ownership and disposition of the exchange notes.

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This summary of United States federal income tax considerations is for general information only and is not tax advice. You are urged to consult your tax advisor with respect to the application of United States federal income tax laws to your particular situation, as well as any tax considerations arising under other United States federal tax laws (such as the estate or gift tax laws) or under the laws of any state, local, foreign or other taxing jurisdiction or under any applicable income tax treaty.

The Exchange Offer

The exchange of an original note for an exchange note pursuant to the Exchange Offer will not constitute a taxable exchange for United States federal income tax purposes, and the exchange note you receive will be treated for United States federal income tax purposes as a continuation of your investment in the corresponding original note surrendered in the exchange. Consequently, you will not recognize any taxable income, gain or loss upon the receipt of an exchange note pursuant to the Exchange Offer, your holding period for an exchange note will include your holding period for the original note exchanged therefor and your tax basis in an exchange note will be the same as your adjusted tax basis in the original note immediately before the exchange.

In the following discussion of material United States federal income tax considerations, references to the “notes” shall be to the exchange notes, unless otherwise indicated.

Certain additional payments

Under certain circumstances, we may become obligated to make payments on the notes in excess of stated principal and interest. See, for example, “Description of the Exchange Notes—Repurchase at the option of holders—Change of control.” Treasury regulations provide special rules for contingent payment debt instruments which, if applicable, could cause the timing, amount and character of a holder’s income, gain or loss with respect to the notes to be different from the consequences discussed below. Under the applicable Treasury regulations, however, for purposes of determining whether a debt instrument is a contingent payment debt instrument, remote or incidental contingencies (determined as of the date the notes are issued) are ignored. We believe the possibility of making additional payments on the notes is remote and/or incidental. Therefore, we intend to treat the possibility of the payment of such additional amounts as not resulting in the notes being treated as contingent payment debt instruments under the applicable Treasury regulations. Our treatment will be binding on all holders, except for a holder that discloses its differing treatment in a statement attached to its timely filed United States federal income tax return for the taxable year during which the note was acquired. Our treatment is not binding on the IRS, however, which may take a contrary position and treat the notes as contingent payment debt instruments. The remainder of this discussion assumes that the notes are not treated as contingent payment debt instruments.

Consequences to U.S. holders

The following discussion is a summary of the general United States federal income tax consequences that will apply to you if you are a “U.S. Holder” of the notes. A “U.S. Holder” means a beneficial owner of a note that is for United States federal income tax purposes:

• an individual who is a citizen or resident of the United States;

• a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia;

• an estate the income of which is subject to United States federal income taxation regardless of its source; or

• a trust that (i) is subject to the primary supervision of a court within the United States, if one or more United States persons have the authority to control all substantial decisions of the trust, or (ii) has a valid election in effect under applicable Treasury regulations to be treated as a United States person.

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Stated interest

Stated interest on the notes will be taxable to you as ordinary income at the time it is paid or accrued in accordance with your method of accounting for United States federal income tax purposes.

Sale or other taxable disposition of notes

Upon the sale, exchange, redemption, retirement or other taxable disposition of a note, you will recognize taxable gain or loss equal to the difference between the amount realized on such disposition (except to the extent any amount realized is attributable to accrued but unpaid interest, which, if not previously included in income, will be treated as interest as described above) and your adjusted tax basis in the note. Your adjusted tax basis in a note generally will be your cost for the exchanged original note. Gain or loss recognized on the disposition of a note generally will be capital gain or loss, and will be long-term capital gain or loss if, at the time of such disposition, your holding period for the note is more than 12 months. Long-term capital gains of non-corporate taxpayers are generally eligible for preferential rates of taxation. The deductibility of capital losses is subject to certain limitations.

Surtax on net investment income

Certain U.S. Holders who are individuals, estates or trusts will be subject to a 3.8% surtax on the lesser of (i) the U.S. Holder’s “net investment income” for the relevant taxable year (or undistributed net investment income in the case of an estate or trust) and (ii) the excess of the U.S. Holder’s modified adjusted gross income (or adjusted gross income, in the case of an estate or trust) for the taxable year over a certain threshold (which in the case of individuals will be between $125,000 and $250,000, depending on the individual’s circumstances). A U.S. Holder’s net investment income generally will include its gross interest income and its net gains from the disposition of the notes, unless such interest income or net gains are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities). You are urged to consult your own tax advisor regarding the applicability of this surtax to your income and gains in respect of your investment in the notes.

Information reporting and backup withholding

In general, information reporting requirements will apply to payments of interest and principal on notes and the proceeds of sales and other taxable dispositions (including retirements or redemptions) of notes unless you are an exempt recipient. United States federal backup withholding (currently at a rate of 28%) generally will apply to such payments if you fail to provide us or our paying agent with your taxpayer identification number or certification of exempt status on a properly completed and executed IRS Form W-9, you have been notified by the IRS that payments to you are subject to backup withholding or you otherwise fail to comply with the applicable backup withholding rules. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will generally be allowed as a credit against your United States federal income tax liability and may entitle you to a refund, provided that you furnish the required information to the IRS on a timely basis.

Consequences to non-U.S. holders

The following discussion is a summary of the general United States federal income tax consequences that will apply to you if you are a “Non-U.S. Holder.” You are a “Non-U.S. Holder” if you are a beneficial owner of a note and you are not a U.S. Holder or an entity that is treated as a partnership for U.S. federal income tax purposes.

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Payments of interest

Subject to the discussions of backup withholding and the Foreign Account Tax Compliance Act, or FATCA, below, payments of interest on the notes to you generally will be exempt from United States federal income tax and withholding tax under the “portfolio interest” exemption if you properly certify as to your foreign status (as described below) and:

• you do not conduct a trade or business within the United States to which the interest income is effectively connected (and, if required by an applicable income tax treaty, attributable to your permanent establishment or fixed base in the United States);

• you do not own, actually or constructively, 10% or more of the combined voting power of all classes of our stock entitled to vote within the meaning of section 871(h)(3) of the Code and the Treasury regulations thereunder;

• you are not a “controlled foreign corporation” that is related to us through stock ownership; and

• you are not a bank that receives such interest in a transaction described in section 881(c)(3)(A) of the Code.

The portfolio interest exemption generally applies only if you appropriately certify as to your foreign status. You can generally meet this certification requirement by providing a properly completed and executed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or successor form), to us or our paying agent certifying under penalty of perjury that you are not a United States person. If you hold the notes through a securities clearing organization, financial institution or other agent acting on your behalf, you may be required to provide appropriate certifications to such agent. Your agent will then generally be required to provide appropriate certifications to us or our paying agent, either directly or through other intermediaries. Special rules apply to foreign partnerships, estates and trusts and other intermediaries, and in certain circumstances certifications as to foreign status of partners, trust owners or beneficiaries may have to be provided. In addition, special rules apply to qualified intermediaries that enter into withholding agreements with the IRS.

If you cannot satisfy the requirements described above for the portfolio interest exemption, payments of interest made to you on the notes generally will be subject to a 30% United States federal withholding tax, unless you provide us either with (i) a properly completed and executed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or successor form), establishing an exemption from (or a reduction of) withholding under the benefit of an applicable income tax treaty, or (ii) a properly completed and executed IRS Form W-8ECI (or successor form) certifying that interest paid on the note is not subject to withholding tax because the interest is effectively connected with your conduct of a trade or business in the United States (as discussed below under “—Income or gain effectively connected with a United States trade or business”).

Sale or other taxable disposition of notes

Subject to the discussions of backup withholding and FATCA below, you generally will not be subject to United States federal income or withholding tax on any gain realized on the sale, exchange, redemption, retirement or other taxable disposition of a note unless:

• the gain is effectively connected with your conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to your permanent establishment or fixed base in the United States); or

• you are an individual who has been present in the United States for 183 days or more in the taxable year of disposition and certain other requirements are met.

If you realize gain described in the first bullet point, see “—Income or gain effectively connected with a United States trade or business” below. If you are described in the second bullet point, you will generally be subject to United States federal income tax at a rate of 30% on the amount by which your capital gains allocable to United States sources, including any gain from such disposition, exceed any capital losses allocable to United States sources, except as otherwise required by an applicable income tax treaty.

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To the extent that the amount realized on a sale, redemption, exchange, retirement or other taxable disposition of the notes is attributable to accrued but unpaid interest on the notes, this amount generally will be treated in the same manner as described in “—Payments of interest” above.

Income or gain effectively connected with a United States trade or business

If you are engaged in the conduct of a trade or business in the United States and interest on a note or gain recognized from the sale, exchange, redemption, retirement or other taxable disposition of a note is effectively connected with the conduct of that trade or business (and, if required by an applicable income tax treaty, is attributable to your permanent establishment or fixed base in the United States), you will generally be subject to United States federal income tax (but not the surtax on net investment income described above or the 30% United States federal withholding tax on interest if certain certification requirements are satisfied) on that interest or gain on a net income basis in the same manner as if you were a United States person as defined under the Code. You can generally meet these certification requirements by providing a properly completed and executed IRS Form W-8ECI (or successor form) to us or our paying agent. If you are a foreign corporation, you may be subject to an additional branch profits tax equal to 30% (or a lower applicable income tax treaty rate) of your earnings and profits for the taxable year, subject to adjustments, that are effectively connected with your conduct of a trade or business in the United States.

Information reporting and backup withholding

Generally, information returns will be filed with the IRS in connection with payments of interest on the notes and the amount of tax, if any, withheld with respect to those payments and, in certain circumstances when the sale is made within the United States or conducted through certain United States-related financial intermediaries, proceeds from the sale or other taxable disposition (including a retirement or redemption) of the notes. Copies of the information returns reporting such payments and any withholding may also be made available to the tax authorities in the country in which you reside under the provisions of an applicable income tax treaty.

You may be subject to backup withholding of tax on payments of interest and, depending on the circumstances, the proceeds of a sale or other taxable disposition (including a retirement or redemption) unless you comply with certain certification procedures to establish that you are not a United States person (and the applicable withholding agent does not have actual knowledge or reason to know that you are a United States person as defined under the Code) or you are otherwise exempt from backup withholding. The certification procedures required to claim an exemption from withholding of tax on interest described above generally will satisfy the certification requirements necessary to avoid backup withholding as well.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will generally be allowed as a credit against your United States federal income tax liability and may entitle you to a refund, provided that you furnish the required information to the IRS on a timely basis. You are urged to consult your own tax advisor regarding the application of backup withholding rules in your particular situation, the availability of an exemption from backup withholding and the procedure for obtaining such an exemption, if applicable.

FATCA

We will not pay any additional amounts to Non-U.S. Holders in respect of any amounts withheld, including pursuant to FATCA. Pursuant to FATCA, foreign financial institutions (which term includes most foreign hedge funds, private equity funds, mutual funds, securitization vehicles and other investment vehicles) and certain other foreign entities generally must comply with certain information reporting rules with respect to their U.S. account holders and investors or confront a withholding tax on U.S.-source payments made to them (whether received as a beneficial owner or as an intermediary for another party). A foreign financial institution or such other foreign entity that does not comply with the FATCA reporting requirements will generally be subject to a 30%

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withholding tax with respect to any “withholdable payments.” For this purpose, withholdable payments generally include U.S.-source payments otherwise subject to nonresident withholding tax (e.g., U.S.-source interest) and also include the entire gross proceeds from the sale or other disposition of any debt instruments of U.S. issuers, even if the payment would otherwise not be subject to U.S. nonresident withholding tax (e.g., because it is capital gain). Under the applicable final Treasury regulations, withholding under FATCA will generally apply to payments of U.S.-source interest on the notes, although withholding will be deferred until January 1, 2019 for gross proceeds from dispositions of the notes. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.

Under certain circumstances, a Non-U.S. Holder might be eligible for refunds or credits of such taxes. Non-U.S. Holders are urged to consult with their own tax advisors regarding the effect, if any, of the FATCA provisions to them based on their particular circumstances.

PLAN OF DISTRIBUTION

Each broker-dealer that receives exchange notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for original notes where such original notes were acquired as a result of market-marketing activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. 

We will not receive any proceeds from any such sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account, pursuant to the Exchange Offer, may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 180 days after the expiration date we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holders of the notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

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LEGAL MATTERS

The validity of the exchange notes will be passed upon for us by Jones Day.

EXPERTS

The consolidated financial statements of Diebold, Incorporated as of December 31, 2015 and 2014, and for each of the years in the three-year period ended December 31, 2015, incorporated by reference in this prospectus, and the effectiveness of internal control over financial reporting as of December 31, 2015, have been audited by KPMG LLP, independent registered public accounting firm, as stated in their report incorporated herein by reference.

The consolidated financial statements of Wincor Nixdorf AG and its subsidiaries, comprising the consolidated balance sheets as of September 30, 2015 and September 30, 2014, and the related consolidated statements of income, comprehensive income, cash flows and changes in group equity for each of the fiscal years in the three-year period ended September 30, 2015, incorporated by reference in this prospectus, have been audited by KPMG AG Wirtschaftsprüfungsgesellschaft, Germany, independent auditors, as stated in their report incorporated herein by reference.

WHERE YOU CAN FIND MORE INFORMATION

The Company is subject to the periodic reporting and other informational requirements of the Exchange Act. In addition, under the terms of the Indenture, we have agreed that whether or not required by the rules and regulations of the SEC, so long as any original notes or exchange notes are outstanding, we will furnish to the trustee and the holders of notes (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K, if we were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by our independent registered public accounting firm and (ii) all current reports that would be required to be filed with the SEC on Form 8-K if we were required to file such reports. In addition, whether or not required by the rules and regulations of the SEC, we will file a copy of all such information and reports with the SEC for public availability, unless the SEC will not accept such a filing, and make such information available to securities analysts and prospective investors upon request. In addition, we have agreed that, for so long as any notes remain outstanding, we will furnish to the holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

A copy of the registration statement, the exhibits and schedules thereto and any other document we file may be inspected without charge at the public reference facilities maintained by the SEC in 100 F Street, N.E., Washington, D.C. 20549 and copies of all or any part of the registration statement may be obtained from this office upon the payment of the fees prescribed by the SEC. The public may obtain information on the operation of the public reference facilities in Washington, D.C. by calling the SEC at 1-800-SEC-0330.  Our filings with the SEC are available to the public from the SEC’s website at www.sec.gov.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to “incorporate by reference” information that we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus. Information in the prospectus supersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus, while information that

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we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (1) after the date of the initial filing of the registration statement of which this prospectus forms a part prior to the effectiveness of the registration statement and (2) after the date of this prospectus until the offering of the securities is terminated:

• Our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on February 29, 2016;

• Our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2016, filed with the SEC on April 28, 2016, and for the quarter ended June 30, 2016, filed with the SEC on July 28, 2016; and

• Our Current Reports on Form 8-K filed with the SEC on February 4, 2016, March 30, 2016, April 5, 2016, April 6, 2016, April 19, 2016, April 26, 2016, May 12, 2016, June 23, 2016, August 8, 2016, August 19, 2016, September 23, 2016, September 29, 2016 and October 14, 2016 and our Current Report on Form 8-K/A filed with the SEC on September 23, 2016.

We will provide without charge to each person, including any beneficial owner, to whom a copy of this prospectus is delivered, upon written or oral request of such person, a copy of any or all of the documents incorporated by reference in this prospectus, other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents. Requests may be made in writing to Corporate Secretary, Diebold, Incorporated, 5995 Mayfair Road, P.O. Box 3077, North Canton, Ohio 44720-8077 (telephone number (330) 490-4000). In order to ensure timely delivery of this information, any request should be made by                     , 2016, five business days prior to the expiration date of the Exchange Offer.

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Diebold, Incorporated

OFFER TO EXCHANGE

Up to $400,000,000 aggregate principal amount of its 8.5% Senior Notes due

2024 registered under the Securities Act of 1933 for

any and all outstanding 8.5% Senior Notes due 2024

PROSPECTUS

Each broker-dealer that receives exchange notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” with the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for restricted notes where such restricted notes were acquired by such broker-dealer as a result of market making activities or other trading activities. 

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The general effect of Diebold’s code of regulations is to provide for the indemnification of its directors, officers and employees to the full extent permitted by applicable law, except that such indemnity shall not extend to any matters as to which any director, officer or employee shall be finally adjudged, in any action, suit or proceeding, to be liable for negligence or misconduct in the performance of duties as such director or officer, nor to any settlement made without judgment, unless it be determined by the board of directors that he was not guilty of such negligence or misconduct.

Section 1701.13 of the Ohio Revised Code, or ORC, generally permits indemnification of any director, officer or employee with respect to any proceeding against any such person provided that: (a) such person acted in good faith, (b) such person reasonably believed that the conduct was in or not opposed to the best interests of the corporation, and (c) in the case of criminal proceedings, such person had no reasonable cause to believe that the conduct was unlawful. Indemnification may be made against expenses (including attorneys’ fees), judgments, fines and settlements actually and reasonably incurred by such person in connection with the proceeding; provided, however, that if the proceeding is one by or in the right of the corporation, indemnification may be made only against reasonable expenses (including attorneys’ fees) and may not be made with respect to any proceeding in which the director, officer or employee has been adjudged to be liable to the corporation, except to the extent that the court in which the proceeding was brought shall determine, upon application, that such person is, in view of all the circumstances, entitled to indemnity for such expenses as the court shall deem proper. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent does not, of itself, create a presumption that the director, officer or employee did not meet the standard of conduct required for indemnification to be permitted.

Section 1701.13 of the ORC further provides that indemnification thereunder may not be made by the corporation unless authorized after a determination has been made that such indemnification is proper, with that determination to be made (a) by the board of directors by a majority vote of a quorum consisting of directors not parties to the proceedings; (b) if such a quorum is not obtainable, or, even if obtainable, but a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; (c) by the shareholders; or (d) by the court in which the proceeding was brought.

Finally, Section 1701.13 of the ORC provides that indemnification or advancement of expense provided by that Section is not exclusive of any other rights to which those seeking indemnification may be entitled under the articles of incorporation or code of regulations or any agreement, vote of shareholders or disinterested directors or otherwise.

Diebold maintains insurance on behalf of any person who is or was a director or officer against any loss arising from any claim asserted against him in any such capacity, subject to certain exclusions. Diebold also maintains fiduciary liability insurance on behalf of any person involved in the management or administration of any employee benefit plan maintained by Diebold.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

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ITEM 21. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

(a) The following exhibits are included as exhibits to this Registration Statement.

Exhibit No.	Description
2.1	Business Combination Agreement, dated November 23, 2015, by and among Diebold, Incorporated and Wincor Nixdorf Aktiengesellschaft—incorporated by reference to Exhibit 2.1 to Registrant’s Form 8-K filed on November 23, 2015 (Commission File No. 1-4879)
2.2	Asset Purchase Agreement by and among Diebold, Incorporated, The Diebold Company of Canada, LTD., Securitas Electronic Security, Inc. and 9481176 Canada Inc.—incorporated by reference to Exhibit 2.1 to Registrant’s Form 8-K filed on February 4, 2016 (Commission File No. 1-4879)
3.1(i)	Amended and Restated Articles of Incorporation of Diebold, Incorporated—incorporated by reference to Exhibit 3.1(i) to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1994 (Commission File No. 1-4879)
3.1(ii)	Amended and Restated Code of Regulations—incorporated by reference to Exhibit 3.1(ii) to Registrant’s Form 8-K filed on August 19, 2016 (Commission File No. 1-4879)
3.2	Certificate of Amendment by Shareholders to Amended Articles of Incorporation of Diebold, Incorporated—incorporated by reference to Exhibit 3.2 to Registrant’s Form 10-Q for the quarter ended March 31, 1996 (Commission File No. 1-4879)
3.3	Certificate of Amendment to Amended Articles of Incorporation of Diebold, Incorporated—incorporated by reference to Exhibit 3.3 to Registrant’s Form 10-K for the year ended December 31, 1998 (Commission File No. 1-4879)
3.4(i)	Certificate of Incorporation of Diebold Global Finance Corporation
3.4(ii)	By-laws of Diebold Global Finance Corporation
3.5(i)	Certificate of Incorporation of Diebold Holding Company, Inc.
3.5(ii)	Bylaws of Diebold Holding Company, Inc.
3.6	Amended and Restated Partnership Agreement of Diebold Self-Service Systems
3.7(i)	Certificate of Incorporation of Diebold SST Holding Company, Inc.
3.7(ii)	Bylaws of Diebold SST Holding Company, Inc.
4.1	Indenture, dated as of April 19, 2016, among Diebold, Incorporated, as issuer, the subsidiaries of Diebold, Incorporated named therein as guarantors and U.S. Bank National Association, as trustee—incorporated by reference to Exhibit 4.1 to Registrant’s Form 8-K filed on April 19, 2016 (Commission File No. 1-4879)
4.2	Registration Rights Agreement, dated as of April 19, 2016, among Diebold, Incorporated, the subsidiaries of Diebold, Incorporated named therein as guarantors and the initial purchasers listed therein—incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K filed on April 19, 2016 (Commission File No. 1-4879)
5.1**	Opinion of Jones Day
*10.1(i)	Form of Amended and Restated Employment Agreement—incorporated by reference to Exhibit 10.1 to Registrant’s Form 10-K for the year ended December 31, 2008 (Commission File No. 1-4879)
*10.1(ii)	Form of Amended and Restated Employment Agreement—incorporated by reference to Exhibit 10.1(ii) to Registrant’s Form 10-K for the year ended December 31, 2013 (Commission File No. 1-4879)

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Exhibit No.	Description
*10.1(iii)	Form of Employee Agreement – incorporated by reference to Exhibit 10.1 to Registrant’s Form 10-Q for the quarter ended June 30, 2015 (Commission File No. 1-4879)
*10.2(i)	Supplemental Employee Retirement Plan I as amended and restated January 1, 2008—incorporated by reference to Exhibit 10.5(i) to Registrant’s Form 10-K for the year ended December 31, 2008 (Commission File No. 1-4879)
*10.2(ii)	Supplemental Employee Retirement Plan II as amended and restated July 1, 2002—incorporated by reference to Exhibit 10.5(ii) to Registrant’s Form 10-Q for the quarter ended September 30, 2002 (Commission File No. 1-4879)
*10.2(iii)	Pension Restoration Supplemental Executive Retirement Plan—incorporated by reference to Exhibit 10.5(iii) to Registrant’s Form 10-K for the year ended December 31, 2008 (Commission File No. 1-4879)
*10.2(iv)	Pension Supplemental Executive Retirement Plan—incorporated by reference to Exhibit 10.5(iv) to Registrant’s Form 10-K for the year ended December 31, 2008 (Commission File No. 1-4879)
*10.2(v)	401(k) Restoration Supplemental Executive Retirement Plan—incorporated by reference to Exhibit 10.5(v) to Registrant’s Form 10-K for the year ended December 31, 2008 (Commission File No. 1-4879)
*10.2(vi)	401(k) Supplemental Executive Retirement Plan—incorporated by reference to Exhibit 10.5(vi) to Registrant’s Form 10-K for the year ended December 31, 2008 (Commission File No. 1-4879)
*10.3(i)	1985 Deferred Compensation Plan for Directors of Diebold, Incorporated—incorporated by reference to Exhibit 10.7 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1992 (Commission File No. 1-4879)
*10.3(ii)	Amendment No. 1 to the Amended and Restated 1985 Deferred Compensation Plan for Directors of Diebold, Incorporated—incorporated by reference to Exhibit 10.7 (ii) to Registrant’s Form 10-Q for the quarter ended March 31, 1998 (Commission File No. 1-4879)
*10.3(iii)	Amendment No. 2 to the Amended and Restated 1985 Deferred Compensation Plan for Directors of Diebold, Incorporated—incorporated by reference to Exhibit 10.7 (ii) to Registrant’s Form 10-Q for the quarter ended March 31, 2003 (Commission File No. 1-4879)
*10.3(iv)	Deferred Compensation Plan No. 2 for Directors of Diebold, Incorporated—incorporated by reference to Exhibit 10.7(iv) to Registrant’s Form 10-K for the year ended December 31, 2008 (Commission File No. 1-4879)
*10.3(v)	First Amendment to Deferred Compensation Plan No. 2 for Directors of Diebold, Incorporated—incorporated by reference to Exhibit 10.4 to Registrant’s Form 10-Q for the quarter ended June 30, 2015 (Commission File No. 1-4879)
*10.4(i)	1991 Equity and Performance Incentive Plan as Amended and Restated as of February 7, 2001—incorporated by reference to Exhibit 4(a) to Registrant’s Form S-8 filed on May 10, 2001 (Registration Statement No. 333-60578)
*10.4(ii)	Amendment No. 1 to the 1991 Equity and Performance Incentive Plan as Amended and Restated as of February 7, 2001—incorporated by reference to Exhibit 10.8 (ii) to Registrant’s Form 10-Q for the quarter ended March 31, 2004 (Commission File No. 1-4879)
*10.4(iii)	Amendment No. 2 to the 1991 Equity and Performance Incentive Plan as Amended and Restated as of February 7, 2001—incorporated by reference to Exhibit 10.8 (iii) to Registrant’s Form 10-Q for the quarter ended March 31, 2004 (Commission File No. 1-4879)

II-3

Exhibit No.	Description
*10.4(iv)	Amendment No. 3 to the 1991 Equity and Performance Incentive Plan as Amended and Restated as of February 7, 2001—incorporated by reference to Exhibit 10.8 (iv) to Registrant’s Form 10-Q for the quarter ended June 30, 2004 (Commission File No. 1-4879)
*10.4(v)	Amended and Restated 1991 Equity and Performance Incentive Plan as Amended and Restated as of April 13, 2009—incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K filed on April 29, 2009 (Commission File No. 1-4879)
*10.4(vi)	Amended and Restated 1991 Equity and Performance Incentive Plan as Amended and Restated as of February 12, 2014—incorporated by reference to Exhibit 10.2 to Registrant’s Form 8-K filed on April 30, 2014 (Commission File No. 1-4879)
*10.5	Long-Term Executive Incentive Plan—incorporated by reference to Exhibit 10.9 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1993 (Commission File No. 1-4879)
*10.6(i)	Form of Deferred Compensation Agreement and Amendment No. 1 to Deferred Compensation Agreement—incorporated by reference to Exhibit 10.13 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1996 (Commission File No. 1-4879)
*10.6(ii)	Deferred Incentive Compensation Plan No. 2—incorporated by reference to Exhibit 10.10 to Registrant’s Form 10-K for the year ended December 31, 2008 (Commission File No. 1-4879)
*10.6(iii)	Section 162(m) Deferred Compensation Agreement (as amended and restated January 29, 1998)—incorporated by reference to Exhibit 10.13 (ii) to Registrant’s Form 10-Q for the quarter ended March 31, 1998 (Commission File No. 1-4879)
*10.7	Annual Incentive Plan—incorporated by reference to Exhibit 10.11 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2000 (Commission File No. 1-4879)
*10.8	Deferral of Stock Option Gains Plan—incorporated by reference to Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1998 (Commission File No. 1-4879)
10.9(i)	Credit Agreement, dated as of June 30, 2011, by and among Diebold, Incorporated, the Subsidiary Borrowers (as defined therein) party thereto, JPMorgan Chase Bank, N.A., as administrative agent and a lender, and the other lender party thereto—incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on July 6, 2011 (Commission File No. 1-4879)
10.9(ii)	First Amendment to Credit Agreement and Guaranty, dated as of August 26, 2014, by and among Diebold, Incorporated, the Subsidiary Borrowers (as defined therein) party thereto, JPMorgan Chase Bank, N.A., as administrative agent and a lender, and the other lender party thereto—incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on September 2, 2014 (Commission File No. 1-4879)
10.9(iii)	Second Amendment to Credit Agreement, dated as of June 19, 2015, by and among Diebold, Incorporated, the Subsidiary Borrowers (as defined therein) party thereto, JPMorgan Chase Bank, N.A., as administrative agent and a lender, and the other lenders party thereto—incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K filed on June 24, 2015. (Commission File No. 1-4879)
10.10	Credit Agreement, dated as of November 23, 2015, among Diebold, Incorporated, the subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent—incorporated by reference to Exhibit 10.1 to Registrant’s Form S-4/A filed on January 8, 2016 (Registration Statement No. 333-208186)
10.11	Replacement Facilities Effective Date Amendment, dated as of December 23, 2015 by and among Diebold, Incorporated and the subsidiary borrowers party thereto, as borrowers, JPMorgan Chase Bank, N.A, as administrative agent, and the lenders party thereto—incorporated by reference to Exhibit 10.2 to Registrant’s Form S-4/A filed on January 8, 2016 (Registration Statement No. 333-208186)

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Exhibit No.	Description
10.12	Second Amendment, dated as of May 6, 2016, by and among Diebold, Incorporated and the subsidiary borrowers party thereto, as borrowers, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto—incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K filed on May 12, 2016 (Commission File No. 1-4879)
10.13**	Third Amendment, dated as of August 16, 2016, by and among Diebold, Incorporated and the subsidiary borrowers party thereto, as borrowers, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto
10.14	Bridge Credit Agreement, dated as of November 23, 2015, among Diebold, Incorporated, the lenders from time to time party thereto, and JPMorgan Chase Bank N.A., as administrative agent—incorporated by reference to Exhibit 10.3 to Registrant’s Form S-4/A filed on January 8, 2016 (Registration Statement No. 333-208186)
10.15(i)	Transfer and Administration Agreement, dated as of March 30, 2001 by and among DCC Funding LLC, Diebold Credit Corporation, Diebold, Incorporated, Receivables Capital Corporation and Bank of America, National Association and the financial institutions from time to time parties thereto—incorporated by reference to Exhibit 10.20(i) to Registrant’s Form 10-Q for the quarter ended March 31, 2001 (Commission File No. 1-4879)
10.15(ii)	Amendment No. 1 to the Transfer and Administration Agreement, dated as of May 2001, by and among DCC Funding LLC, Diebold Credit Corporation, Diebold, Incorporated, Receivables Capital Corporation and Bank of America, National Association and the financial institutions from time to time parties thereto—incorporated by reference to Exhibit 10.20 (ii) to Registrant’s Form 10-Q for the quarter ended March, 31, 2001 (Commission File No. 1-4879)
*10.16	Form of Non-Qualified Stock Option Agreement—incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K filed on September 21, 2009 (Commission File No. 1-4879)
*10.17	Form of Restricted Share Agreement—incorporated by reference to Exhibit 10.2 to Registrant’s Form 8-K filed on September 21, 2009 (Commission File No. 1-4879)
*10.18	Form of RSU Agreement—incorporated by reference to Exhibit 10.3 to Registrant’s Form 8-K filed on September 21, 2009 (Commission File No. 1-4879)
*10.19	Form of Performance Share Agreement—incorporated by reference to Exhibit 10.4 to Registrant’s Form 8-K filed on September 21, 2009 (Commission File No. 1-4879)
*10.20(i)	Diebold, Incorporated Annual Cash Bonus Plan—incorporated by reference to Exhibit A to Registrant’s Proxy Statement on Schedule 14A filed on March 16, 2010 (Commission File No. 1-4879)
*10.20(ii)	Diebold, Incorporated Annual Cash Bonus Plan—incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K filed on April 28, 2015 (Commission File No. 1-4879)
10.21	Form of Note Purchase Agreement—incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K filed on March 8, 2006 (Commission File No. 1-4879)
*10.22(i)	Form of Deferred Shares Agreement—incorporated by reference to Exhibit 10.5 to Registrant’s Form 8-K filed on September 21, 2009 (Commission File No. 1-4879)
*10.22(ii)	Form of Deferred Shares Agreement (2014)—incorporated by reference to Exhibit 10.17(ii) to Registrant’s Form 10-K for the year ended December 31, 2014 (Commission File No. 1-4879)
*10.23(i)	Diebold, Incorporated Senior Leadership Severance Plan (For Tier I, Tier II, and Tier III Executives)—incorporated by reference to Exhibit 10.31 to Registrant’s Form 10-Q filed on April 30, 2012 (Commission File No. 1-4879)

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Exhibit No.	Description
*10.23(ii)	Amended and Restated Senior Leadership Severance Plan—incorporated by reference to Exhibit 10.3 to Registrant’s Form 10-Q for the quarter ended June 30, 2015 (Commission File No. 1-4879)
*10.24(i)	Executive Employment Agreement, dated as of June 6, 2013, by and between Diebold, Incorporated and Andreas W. Mattes—incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K filed on June 6, 2013 (Commission File No. 1-4879)
*10.24(ii)	Amended and Restated Executive Employment Agreement dated as of July 30, 2015 by and between Diebold, Incorporated and Andreas W. Mattes—incorporated by reference to Exhibit 10.2 to Registrant’s Form 10-Q for the quarter ended June 30, 2015 (Commission File No. 1-4879)
*10.25	Separation Agreement and Release by and between Diebold, Incorporated and George S. Mayes, Jr., entered into September 1, 2015—incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K filed on September 8, 2015 (Commission File No. 1-4879)
*10.26	CEO Common Shares Award Agreement—incorporated by reference to Exhibit 4.5 to Registrant’s Form S-8 filed on August 15, 2013 (Registration Statement No. 333-190626)
*10.27	2014 Non-Qualified Stock Purchase Plan—incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K filed on April 30, 2014 (Commission File No. 1-4879)
*10.28	Form of Long-Term Incentive Deferred Share Agreement (2014)—incorporated by reference to Exhibit 10.22 to Registrant’s Form 10-K for the year ended December 31, 2014 (Commission File No. 1-4879)
*10.29	Form of Performance Share Agreement—incorporated by reference to Exhibit 10.27 to Registrant’s Form 10-K for the year ended December 31, 2015 (Commission File No. 1-4879)
*10.30	Form of Nonqualified Stock Option Agreement—incorporated by reference to Exhibit 10.28 to Registrant’s Form 10-K for the year ended December 31, 2015 (Commission File No. 1-4879)
*10.31	Form of Restricted Stock Unit Agreement – Cliff Vesting—incorporated by reference to Exhibit 10.29 to Registrant’s Form 10-K for the year ended December 31, 2015 (Commission File No. 1-4879)
*10.32	Form of Restricted Stock Unit Agreement – Ratable Vesting—incorporated by reference to Exhibit 10.30 to Registrant’s Form 10-K for the year ended December 31, 2015 (Commission File No. 1-4879)
*10.33	Form of Restricted Share Agreement—incorporated by reference to Exhibit 10.31 to Registrant’s Form 10-K for the year ended December 31, 2015 (Commission File No. 1-4879)
10.34	Domination and Profit and Loss Transfer Agreement, dated September 26, 2016, by and among Diebold Holding Germany Inc. & Co. KGaA and Wincor Nixdorf AG (English translation)—incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K filed on September 29, 2016 (Commission File No. 1-4879)
12.1**	Statement of Computation of Ratio of Earnings to Fixed Charges
21.1**	Subsidiaries of the Registrant as of September 15, 2016
23.1**	Consent of KPMG LLP
23.2**	Consent of KPMG AG Wirtschaftsprüfungsgesellschaft
23.3**	Consent of Jones Day (included in Exhibit 5.1)
24.1**	Power of Attorney of Diebold, Incorporated

II-6

Exhibit No.	Description
24.2**	Power of Attorney of Diebold Global Finance Corporation
24.3**	Power of Attorney of Diebold Holding Company, Inc.
24.4**	Power of Attorney of Diebold Self-Service Systems
24.5**	Power of Attorney of Diebold SST Holding Company, Inc.
25.1**	Statement of Eligibility of Trustee with respect to the Indenture dated as of April 19, 2016, relating to the 8.500% Senior Notes due 2024
99.1**	Form of Letter of Transmittal

* Reflects management contract or other compensatory arrangement required to be filed as an exhibit pursuant to Item 15(b) of this annual report.

** Previously filed.

II-7

ITEM 22. UNDERTAKINGS

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

II-8

(6) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(7) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(8) To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(9) To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-9

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of North Canton, Ohio, on this 14th day of October, 2016.

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

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ Andreas W. Mattes Andreas W. Mattes	Chief Executive Officer and Director (Principal Executive Officer)	October 14, 2016
/s/ Christopher A. Chapman Christopher A. Chapman	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	October 14, 2016
* Henry D.G. Wallace	Chairman and Director	October 14, 2016
* Patrick W. Allender	Director	October 14, 2016
* Phillip R. Cox	Director	October 14, 2016
* Richard L. Crandall	Director	October 14, 2016
* Dr. Alexander Dibelius	Director	October 14, 2016
* Dr. Dieter Düsedau	Director	October 14, 2016
* Gale S. Fitzgerald	Director	October 14, 2016
* Gary G. Greenfield	Director	October 14, 2016
* Robert S. Prather, Jr.	Director	October 14, 2016
* Rajesh K. Soin	Director	October 14, 2016
* Alan J. Weber	Director	October 14, 2016

*By:	/s/ Jonathan B. Leiken
	Jonathan B. Leiken
	Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Diebold Global Finance Corporation has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of North Canton, Ohio, on this 14th day of October, 2016.

DIEBOLD GLOBAL FINANCE CORPORATION
By:	/s/ Jonathan B. Leiken
	Name:	Jonathan B. Leiken
	Title:	Vice President, Secretary and Director

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
* Julie Feld	President (Principal Executive Officer)	October 14, 2016
* David Kuhl	Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 14, 2016
/s/ Jonathan B. Leiken Jonathan B. Leiken	Vice President, Secretary and Director	October 14, 2016

*By:	/s/ Jonathan B. Leiken
	Jonathan B. Leiken
	Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Diebold Holding Company, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of North Canton, Ohio, on this 14th day of October, 2016.

DIEBOLD HOLDING COMPANY, INC.
By:	/s/ Mary M. Swann
	Name:     Title:	Mary M. Swann Vice President, Secretary and Director

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ Jonathan B. Leiken Jonathan B. Leiken	President and Director (Principal Executive Officer)	October 14, 2016
* David Kuhl	Vice President and Treasurer (Principal Financial and Accounting Officer)	October 14, 2016
/s/ Mary M. Swann Mary M. Swann	Vice President, Secretary and Director	October 14, 2016

*By:	/s/ Jonathan B. Leiken
	Jonathan B. Leiken Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Diebold Self-Service Systems has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of North Canton, Ohio, on this 14th day of October, 2016.

DIEBOLD SELF-SERVICE SYSTEMS
By:	/s/ Mary M. Swann
	Name:     Title:	Mary M. Swann Vice President, Secretary and Partner

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ Jonathan B. Leiken Jonathan B. Leiken	President and Partner (Principal Executive Officer)	October 14, 2016
* David Kuhl	Vice President and Treasurer (Principal Financial and Accounting Officer)	October 14, 2016
/s/ Mary M. Swann Mary M. Swann	Vice President, Secretary and Partner	October 14, 2016
/s/ Mary M. Swann Mary M. Swann	Vice President, Secretary and Director of Diebold SST Holding Company, Inc., as Partner	October 14, 2016
/s/ Mary M. Swann Mary M. Swann	Vice President, Secretary and Director of Diebold Holding Company, Inc., as Partner	October 14, 2016

*By:	/s/ Jonathan B. Leiken
	Jonathan B. Leiken Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Diebold SST Holding Company, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of North Canton, Ohio, on this 14th day of October, 2016.

DIEBOLD SST HOLDING COMPANY, INC.
By:	/s/ Mary M. Swann
	Name:     Title:	Mary M. Swann Vice President, Secretary and Director

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ Jonathan B. Leiken Jonathan B. Leiken	President and Director (Principal Executive Officer)	October 14, 2016
* David Kuhl	Vice President and Treasurer (Principal Financial Officer and Accounting Officer)	October 14, 2016
/s/ Mary M. Swann Mary M. Swann	Vice President, Secretary and Director	October 14, 2016

*By:	/s/ Jonathan B. Leiken
	Jonathan B. Leiken Attorney-in-Fact

EXHIBIT INDEX

Exhibit No.	Description
2.1	Business Combination Agreement, dated November 23, 2015, by and among Diebold, Incorporated and Wincor Nixdorf Aktiengesellschaft—incorporated by reference to Exhibit 2.1 to Registrant’s Form 8-K filed on November 23, 2015 (Commission File No. 1-4879)
2.2	Asset Purchase Agreement by and among Diebold, Incorporated, The Diebold Company of Canada, LTD., Securitas Electronic Security, Inc. and 9481176 Canada Inc.—incorporated by reference to Exhibit 2.1 to Registrant’s Form 8-K filed on February 4, 2016 (Commission File No. 1-4879)
3.1(i)	Amended and Restated Articles of Incorporation of Diebold, Incorporated—incorporated by reference to Exhibit 3.1(i) to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1994 (Commission File No. 1-4879)
3.1(ii)	Amended and Restated Code of Regulations—incorporated by reference to Exhibit 3.1(ii) to Registrant’s Form 8-K filed on August 19, 2016 (Commission File No. 1-4879)
3.2	Certificate of Amendment by Shareholders to Amended Articles of Incorporation of Diebold, Incorporated—incorporated by reference to Exhibit 3.2 to Registrant’s Form 10-Q for the quarter ended March 31, 1996 (Commission File No. 1-4879)
3.3	Certificate of Amendment to Amended Articles of Incorporation of Diebold, Incorporated—incorporated by reference to Exhibit 3.3 to Registrant’s Form 10-K for the year ended December 31, 1998 (Commission File No. 1-4879)
3.4(i)	Certificate of Incorporation of Diebold Global Finance Corporation
3.4(ii)	By-laws of Diebold Global Finance Corporation
3.5(i)	Certificate of Incorporation of Diebold Holding Company, Inc.
3.5(ii)	Bylaws of Diebold Holding Company, Inc.
3.6	Amended and Restated Partnership Agreement of Diebold Self-Service Systems
3.7(i)	Certificate of Incorporation of Diebold SST Holding Company, Inc.
3.7(ii)	Bylaws of Diebold SST Holding Company, Inc.
4.1	Indenture, dated as of April 19, 2016, among Diebold, Incorporated, as issuer, the subsidiaries of Diebold, Incorporated named therein as guarantors and U.S. Bank National Association, as trustee—incorporated by reference to Exhibit 4.1 to Registrant’s Form 8-K filed on April 19, 2016 (Commission File No. 1-4879)
4.2	Registration Rights Agreement, dated as of April 19, 2016, among Diebold, Incorporated, the subsidiaries of Diebold, Incorporated named therein as guarantors and the initial purchasers listed therein—incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K filed on April 19, 2016 (Commission File No. 1-4879)
5.1**	Opinion of Jones Day
*10.1(i)	Form of Amended and Restated Employment Agreement—incorporated by reference to Exhibit 10.1 to Registrant’s Form 10-K for the year ended December 31, 2008 (Commission File No. 1-4879)
*10.1(ii)	Form of Amended and Restated Employment Agreement—incorporated by reference to Exhibit 10.1(ii) to Registrant’s Form 10-K for the year ended December 31, 2013 (Commission File No. 1-4879)
*10.1(iii)	Form of Employee Agreement – incorporated by reference to Exhibit 10.1 to Registrant’s Form 10-Q for the quarter ended June 30, 2015 (Commission File No. 1-4879)

Exhibit No.	Description
*10.2(i)	Supplemental Employee Retirement Plan I as amended and restated January 1, 2008—incorporated by reference to Exhibit 10.5(i) to Registrant’s Form 10-K for the year ended December 31, 2008 (Commission File No. 1-4879)
*10.2(ii)	Supplemental Employee Retirement Plan II as amended and restated July 1, 2002—incorporated by reference to Exhibit 10.5(ii) to Registrant’s Form 10-Q for the quarter ended September 30, 2002 (Commission File No. 1-4879)
*10.2(iii)	Pension Restoration Supplemental Executive Retirement Plan—incorporated by reference to Exhibit 10.5(iii) to Registrant’s Form 10-K for the year ended December 31, 2008 (Commission File No. 1-4879)
*10.2(iv)	Pension Supplemental Executive Retirement Plan—incorporated by reference to Exhibit 10.5(iv) to Registrant’s Form 10-K for the year ended December 31, 2008 (Commission File No. 1-4879)
*10.2(v)	401(k) Restoration Supplemental Executive Retirement Plan—incorporated by reference to Exhibit 10.5(v) to Registrant’s Form 10-K for the year ended December 31, 2008 (Commission File No. 1-4879)
*10.2(vi)	401(k) Supplemental Executive Retirement Plan—incorporated by reference to Exhibit 10.5(vi) to Registrant’s Form 10-K for the year ended December 31, 2008 (Commission File No. 1-4879)
*10.3(i)	1985 Deferred Compensation Plan for Directors of Diebold, Incorporated—incorporated by reference to Exhibit 10.7 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1992 (Commission File No. 1-4879)
*10.3(ii)	Amendment No. 1 to the Amended and Restated 1985 Deferred Compensation Plan for Directors of Diebold, Incorporated—incorporated by reference to Exhibit 10.7 (ii) to Registrant’s Form 10-Q for the quarter ended March 31, 1998 (Commission File No. 1-4879)
*10.3(iii)	Amendment No. 2 to the Amended and Restated 1985 Deferred Compensation Plan for Directors of Diebold, Incorporated—incorporated by reference to Exhibit 10.7 (ii) to Registrant’s Form 10-Q for the quarter ended March 31, 2003 (Commission File No. 1-4879)
*10.3(iv)	Deferred Compensation Plan No. 2 for Directors of Diebold, Incorporated—incorporated by reference to Exhibit 10.7(iv) to Registrant’s Form 10-K for the year ended December 31, 2008 (Commission File No. 1-4879)
*10.3(v)	First Amendment to Deferred Compensation Plan No. 2 for Directors of Diebold, Incorporated—incorporated by reference to Exhibit 10.4 to Registrant’s Form 10-Q for the quarter ended June 30, 2015 (Commission File No. 1-4879)
*10.4(i)	1991 Equity and Performance Incentive Plan as Amended and Restated as of February 7, 2001—incorporated by reference to Exhibit 4(a) to Registrant’s Form S-8 filed on May 10, 2001 (Registration Statement No. 333-60578)
*10.4(ii)	Amendment No. 1 to the 1991 Equity and Performance Incentive Plan as Amended and Restated as of February 7, 2001—incorporated by reference to Exhibit 10.8 (ii) to Registrant’s Form 10-Q for the quarter ended March 31, 2004 (Commission File No. 1-4879)
*10.4(iii)	Amendment No. 2 to the 1991 Equity and Performance Incentive Plan as Amended and Restated as of February 7, 2001—incorporated by reference to Exhibit 10.8 (iii) to Registrant’s Form 10-Q for the quarter ended March 31, 2004 (Commission File No. 1-4879)
*10.4(iv)	Amendment No. 3 to the 1991 Equity and Performance Incentive Plan as Amended and Restated as of February 7, 2001—incorporated by reference to Exhibit 10.8 (iv) to Registrant’s Form 10-Q for the quarter ended June 30, 2004 (Commission File No. 1-4879)
*10.4(v)	Amended and Restated 1991 Equity and Performance Incentive Plan as Amended and Restated as of April 13, 2009—incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K filed on April 29, 2009 (Commission File No. 1-4879)

Exhibit No.	Description
*10.4(vi)	Amended and Restated 1991 Equity and Performance Incentive Plan as Amended and Restated as of February 12, 2014—incorporated by reference to Exhibit 10.2 to Registrant’s Form 8-K filed on April 30, 2014 (Commission File No. 1-4879)
*10.5	Long-Term Executive Incentive Plan—incorporated by reference to Exhibit 10.9 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1993 (Commission File No. 1-4879)
*10.6(i)	Form of Deferred Compensation Agreement and Amendment No. 1 to Deferred Compensation Agreement—incorporated by reference to Exhibit 10.13 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1996 (Commission File No. 1-4879)
*10.6(ii)	Deferred Incentive Compensation Plan No. 2—incorporated by reference to Exhibit 10.10 to Registrant’s Form 10-K for the year ended December 31, 2008 (Commission File No. 1-4879)
*10.6(iii)	Section 162(m) Deferred Compensation Agreement (as amended and restated January 29, 1998)—incorporated by reference to Exhibit 10.13 (ii) to Registrant’s Form 10-Q for the quarter ended March 31, 1998 (Commission File No. 1-4879)
*10.7	Annual Incentive Plan—incorporated by reference to Exhibit 10.11 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2000 (Commission File No. 1-4879)
*10.8	Deferral of Stock Option Gains Plan—incorporated by reference to Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1998 (Commission File No. 1-4879)
10.9(i)	Credit Agreement, dated as of June 30, 2011, by and among Diebold, Incorporated, the Subsidiary Borrowers (as defined therein) party thereto, JPMorgan Chase Bank, N.A., as administrative agent and a lender, and the other lender party thereto—incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on July 6, 2011 (Commission File No. 1-4879)
10.9(ii)	First Amendment to Credit Agreement and Guaranty, dated as of August 26, 2014, by and among Diebold, Incorporated, the Subsidiary Borrowers (as defined therein) party thereto, JPMorgan Chase Bank, N.A., as administrative agent and a lender, and the other lender party thereto—incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on September 2, 2014 (Commission File No. 1-4879)
10.9(iii)	Second Amendment to Credit Agreement, dated as of June 19, 2015, by and among Diebold, Incorporated, the Subsidiary Borrowers (as defined therein) party thereto, JPMorgan Chase Bank, N.A., as administrative agent and a lender, and the other lenders party thereto—incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K filed on June 24, 2015. (Commission File No. 1-4879)
10.10	Credit Agreement, dated as of November 23, 2015, among Diebold, Incorporated, the subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent—incorporated by reference to Exhibit 10.1 to Registrant’s Form S-4/A filed on January 8, 2016 (Registration Statement No. 333-208186)
10.11	Replacement Facilities Effective Date Amendment, dated as of December 23, 2015 by and among Diebold, Incorporated and the subsidiary borrowers party thereto, as borrowers, JPMorgan Chase Bank, N.A, as administrative agent, and the lenders party thereto—incorporated by reference to Exhibit 10.2 to Registrant’s Form S-4/A filed on January 8, 2016 (Registration Statement No. 333-208186)
10.12	Second Amendment, dated as of May 6, 2016, by and among Diebold, Incorporated and the subsidiary borrowers party thereto, as borrowers, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto—incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K filed on May 12, 2016 (Commission File No. 1-4879)

Exhibit No.	Description
10.13**	Third Amendment, dated as of August 16, 2016, by and among Diebold, Incorporated and the subsidiary borrowers party thereto, as borrowers, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto
10.14	Bridge Credit Agreement, dated as of November 23, 2015, among Diebold, Incorporated, the lenders from time to time party thereto, and JPMorgan Chase Bank N.A., as administrative agent—incorporated by reference to Exhibit 10.3 to Registrant’s Form S-4/A filed on January 8, 2016 (Registration Statement No. 333-208186)
10.15(i)	Transfer and Administration Agreement, dated as of March 30, 2001 by and among DCC Funding LLC, Diebold Credit Corporation, Diebold, Incorporated, Receivables Capital Corporation and Bank of America, National Association and the financial institutions from time to time parties thereto—incorporated by reference to Exhibit 10.20(i) to Registrant’s Form 10-Q for the quarter ended March 31, 2001 (Commission File No. 1-4879)
10.15(ii)	Amendment No. 1 to the Transfer and Administration Agreement, dated as of May 2001, by and among DCC Funding LLC, Diebold Credit Corporation, Diebold, Incorporated, Receivables Capital Corporation and Bank of America, National Association and the financial institutions from time to time parties thereto—incorporated by reference to Exhibit 10.20 (ii) to Registrant’s Form 10-Q for the quarter ended March, 31, 2001 (Commission File No. 1-4879)
*10.16	Form of Non-Qualified Stock Option Agreement—incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K filed on September 21, 2009 (Commission File No. 1-4879)
*10.17	Form of Restricted Share Agreement—incorporated by reference to Exhibit 10.2 to Registrant’s Form 8-K filed on September 21, 2009 (Commission File No. 1-4879)
*10.18	Form of RSU Agreement—incorporated by reference to Exhibit 10.3 to Registrant’s Form 8-K filed on September 21, 2009 (Commission File No. 1-4879)
*10.19	Form of Performance Share Agreement—incorporated by reference to Exhibit 10.4 to Registrant’s Form 8-K filed on September 21, 2009 (Commission File No. 1-4879)
*10.20(i)	Diebold, Incorporated Annual Cash Bonus Plan—incorporated by reference to Exhibit A to Registrant’s Proxy Statement on Schedule 14A filed on March 16, 2010 (Commission File No. 1-4879)
*10.20(ii)	Diebold, Incorporated Annual Cash Bonus Plan—incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K filed on April 28, 2015 (Commission File No. 1-4879)
10.21	Form of Note Purchase Agreement—incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K filed on March 8, 2006 (Commission File No. 1-4879)
*10.22(i)	Form of Deferred Shares Agreement—incorporated by reference to Exhibit 10.5 to Registrant’s Form 8-K filed on September 21, 2009 (Commission File No. 1-4879)
*10.22(ii)	Form of Deferred Shares Agreement (2014)—incorporated by reference to Exhibit 10.17(ii) to Registrant’s Form 10-K for the year ended December 31, 2014 (Commission File No. 1-4879)
*10.23(i)	Diebold, Incorporated Senior Leadership Severance Plan (For Tier I, Tier II, and Tier III Executives)—incorporated by reference to Exhibit 10.31 to Registrant’s Form 10-Q filed on April 30, 2012 (Commission File No. 1-4879)
*10.23(ii)	Amended and Restated Senior Leadership Severance Plan—incorporated by reference to Exhibit 10.3 to Registrant’s Form 10-Q for the quarter ended June 30, 2015 (Commission File No. 1-4879)
*10.24(i)	Executive Employment Agreement, dated as of June 6, 2013, by and between Diebold, Incorporated and Andreas W. Mattes—incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K filed on June 6, 2013 (Commission File No. 1-4879)

Exhibit No.	Description
*10.24(ii)	Amended and Restated Executive Employment Agreement dated as of July 30, 2015 by and between Diebold, Incorporated and Andreas W. Mattes—incorporated by reference to Exhibit 10.2 to Registrant’s Form 10-Q for the quarter ended June 30, 2015 (Commission File No. 1-4879)
*10.25	Separation Agreement and Release by and between Diebold, Incorporated and George S. Mayes, Jr., entered into September 1, 2015—incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K filed on September 8, 2015 (Commission File No. 1-4879)
*10.26	CEO Common Shares Award Agreement—incorporated by reference to Exhibit 4.5 to Registrant’s Form S-8 filed on August 15, 2013 (Registration Statement No. 333-190626)
*10.27	2014 Non-Qualified Stock Purchase Plan—incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K filed on April 30, 2014 (Commission File No. 1-4879)
*10.28	Form of Long-Term Incentive Deferred Share Agreement (2014)—incorporated by reference to Exhibit 10.22 to Registrant’s Form 10-K for the year ended December 31, 2014 (Commission File No. 1-4879)
*10.29	Form of Performance Share Agreement—incorporated by reference to Exhibit 10.27 to Registrant’s Form 10-K for the year ended December 31, 2015 (Commission File No. 1-4879)
*10.30	Form of Nonqualified Stock Option Agreement—incorporated by reference to Exhibit 10.28 to Registrant’s Form 10-K for the year ended December 31, 2015 (Commission File No. 1-4879)
*10.31	Form of Restricted Stock Unit Agreement – Cliff Vesting—incorporated by reference to Exhibit 10.29 to Registrant’s Form 10-K for the year ended December 31, 2015 (Commission File No. 1-4879)
*10.32	Form of Restricted Stock Unit Agreement – Ratable Vesting—incorporated by reference to Exhibit 10.30 to Registrant’s Form 10-K for the year ended December 31, 2015 (Commission File No. 1-4879)
*10.33	Form of Restricted Share Agreement—incorporated by reference to Exhibit 10.31 to Registrant’s Form 10-K for the year ended December 31, 2015 (Commission File No. 1-4879)
10.34	Domination and Profit and Loss Transfer Agreement, dated September 26, 2016, by and among Diebold Holding Germany Inc. & Co. KGaA and Wincor Nixdorf AG (English translation)—incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K filed on September 29, 2016 (Commission File No. 1-4879)
12.1**	Statement of Computation of Ratio of Earnings to Fixed Charges
21.1**	Subsidiaries of the Registrant as of September 15, 2016
23.1**	Consent of KPMG LLP
23.2**	Consent of KPMG AG Wirtschaftsprüfungsgesellschaft
23.3**	Consent of Jones Day (included in Exhibit 5.1)
24.1**	Power of Attorney of Diebold, Incorporated
24.2**	Power of Attorney of Diebold Global Finance Corporation
24.3**	Power of Attorney of Diebold Holding Company, Inc.
24.4**	Power of Attorney of Diebold Self-Service Systems
24.5**	Power of Attorney of Diebold SST Holding Company, Inc.
25.1**	Statement of Eligibility of Trustee with respect to the Indenture dated as of April 19, 2016, relating to the 8.500% Senior Notes due 2024
99.1**	Form of Letter of Transmittal

* Reflects management contract or other compensatory arrangement required to be filed as an exhibit pursuant to Item 15(b) of this annual report.

** Previously filed.

EX-3.4(I)

Exhibit 3.4(i)

Apostille

(Convention de La Haye du 5 Octobre 1961)

1. Country: United States of America

This public document:

2. has been signed by Jeffrey W. Bullock

3. acting in the capacity of Secretary of State of Delaware

4. bears the seal/stamp of Office of Secretary of State

Certified

5. at Dover, Delaware

6. the eleventh day of March, A.D. 2014

7. by Secretary of State, Delaware Department of State

8.      No. 0516059   9.      Seal/Stamp:     10.    Signature:       Secretary of State

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “DIEBOLD CREDIT CORPORATION”, FILED IN THIS OFFICE ON THE NINTH DAY OF SEPTEMBER, A.D. 1983, AT 9 O’CLOCK A.M.

		Jeffrey W. Bullock, Secretary of State
2016685    8100		AUTHENTICATION:	1197674
140316642		DATE:	03-11-14
You may verify this certificate online at corp.delaware.gov/authver.shtml

CERTIFICATE OF INCORPORATION

OF

DIEBOLD CREDIT CORPORATION

THE UNDERSIGNED, for the purpose of forming a corporation pursuant to the provisions of the General Corporation Law of the State of Delaware, does hereby certify as follows:

FIRST: The name of the corporation is Diebold Credit Corporation (the “Corporation”).

SECOND: The address of the Corporation’s registered office in the State of Delaware is 229 South State Street, in the City of Dover, in the County of Kent, and the name of the Corporation’s registered agent at such address is The Prentice-Hall Corporation System, Inc.

THIRD: The purpose for which the Corporation is organized is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH: The total number of shares of capital stock which the Corporation shall have authority to issue is 1,000 shares of common stock, $.01 par value per share.

FIFTH: Subject to the provisions of the General Corporation Law of the State of Delaware, the number of Directors of the Corporation shall be determined as provided by the By-Laws.

SIXTH: The Corporation shall indemnify and hold harmless any director, officer, employee or agent of the Corporation from and against any and all expenses and liabilities that may be imposed upon or incurred by him in connection with, or as a result of, any proceeding in which he may become involved, as a party or otherwise, by reason of the fact that he is or was such a director, officer, employee or agent of the Corporation, whether or not he continues to be such at the time such expenses and liabilities shall have been imposed or incurred, to the extent permitted by the laws of the State of Delaware, as they may be amended from time to time.

SEVENTH: In furtherance and not in limitation of the general powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to make, alter or repeal the By-Laws of the Corporation, except as specifically stated therein.

EIGHTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of §291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of §279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said Court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the Court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of this Corporation, as the case may be, and also on this Corporation.

NINTH: Except as otherwise required by the laws of the State of Delaware, the stockholders and Directors shall have the power to hold their meetings and to keep the books, documents and papers of the Corporation outside of the State of Delaware, and the Corporation shall have the power to have one or more offices within or without the State of Delaware, at such places as may be from time to time designated by the By-Laws or by resolution of the stockholders or Directors. Elections of Directors need not be by ballot unless the By-Laws of the Corporation shall so provide.

TENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in

this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

ELEVENTH: The name and address of the incorporator is Stephen C. Curley, 437 Madison Avenue, New York, New York 10022.

IN WITNESS WHEREOF, the undersigned, being the incorporator hereinabove named, does hereby execute this Certificate of Incorporation this 7th day of September, 1983.

Stephen C. Curley

Incorporator

Apostille

(Convention de La Haye du 5 Octobre 1961)

1. Country: United States of America

This public document:

2. has been signed by Jeffrey W. Bullock

3. acting in the capacity of Secretary of State of Delaware

4. bears the seal/stamp of Office of Secretary of State

Certified

5. at Dover, Delaware

6. the eleventh day of March, A.D. 2014

7. by Secretary of State, Delaware Department of State

8.      No. 0516060   9.      Seal/Stamp:     10.    Signature:       Secretary of State

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF CHANGE OF REGISTERED AGENT OF “DIEBOLD CREDIT CORPORATION”, FILED IN THIS OFFICE ON THE FOURTH DAY OF JUNE, A.D. 1984, AT 10 O’CLOCK A.M.

		Jeffrey W. Bullock, Secretary of State
2016685    8100		AUTHENTICATION:	1197675
140316642		DATE:	03-11-14
You may verify this certificate online at corp.delaware.gov/authver.shtml

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

*  *  *  *  *

DIEBOLD CREDIT CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

The present registered agent of the corporation is Prentice Hall Corporation System, Inc. and the present registered office of the corporation is in the county of Kent.

The Board of Directors of                      adopted the following resolution on the 22nd day of May, 1984.

RESOLVED, that the registered office of DIEBOLD CREDIT CORPORATION in the state of Delaware be and it hereby is changed to No. 100 West Tenth Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

IN WITNESS WHEREOF, Diebold Credit Corporation has caused this statement to be signed by Robert W. Mahoney, its                      President and attested by Charee Francis-Vogelsang, its                      Secretary this 22nd day of May, 1984.

By
	President

ATTEST:
By
	Secretary

(DEL. - 264 - 8/7/78)

Apostille

(Convention de La Haye du 5 Octobre 1961)

1. Country: United States of America

This public document:

2. has been signed by Jeffrey W. Bullock

3. acting in the capacity of Secretary of State of Delaware

4. bears the seal/stamp of Office of Secretary of State

Certified

5. at Dover, Delaware

6. the eleventh day of March, A.D. 2014

7. by Secretary of State, Delaware Department of State

8.      No. 0516061   9.      Seal/Stamp:     10.    Signature:       Secretary of State

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “DIEBOLD CREDIT CORPORATION”, CHANGING ITS NAME FROM “DIEBOLD CREDIT CORPORATION” TO “DIEBOLD GLOBAL FINANCE CORPORATION”, FILED IN THIS OFFICE ON THE TWENTY-FOURTH DAY OF JANUARY, A.D. 2005, AT 3:50 O’CLOCK P.M.

		Jeffrey W. Bullock, Secretary of State
2016685    8100		AUTHENTICATION:	1197676
140316642		DATE:	03-11-14
You may verify this certificate online at corp.delaware.gov/authver.shtml

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION * * * * * State of Delaware Secretary of State Division of Corporations Delivered 04:07 PM 01/24/2005 FILED 03:50 PM 01/24/2005 SRV 050057144 - 2016685 FILE

DIEBOLD CREDIT CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of DIEBOLD CREDIT CORPORATION be amended by changing the First Article thereof so that, as amended, said Article shall be and read as follows:

The name of the corporation is DIEBOLD GLOBAL FINANCE CORPORATION (the “Corporation”).

SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said Diebold Credit Corporation has caused this certificate to be signed by its vice president and treasurer this 17^th day of January, 2005.

DIEBOLD CREDIT CORPORATION
By
	Robert J. Warren
	Vice President and Treasurer

Apostille

(Convention de La Haye du 5 Octobre 1961)

1. Country: United States of America

This public document:

2. has been signed by Jeffrey W. Bullock

3. acting in the capacity of Secretary of State of Delaware

4. bears the seal/stamp of Office of Secretary of State

Certified

5. at Dover, Delaware

6. the eleventh day of March, A.D. 2014

7. by Secretary of State, Delaware Department of State

8.      No. 0516062   9.      Seal/Stamp:     10.    Signature:       Secretary of State

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “DIEBOLD GLOBAL FINANCE CORPORATION”, FILED IN THIS OFFICE ON THE EIGHTEENTH DAY OF JANUARY, A.D. 2011, AT 12:33 O’CLOCK P.M.

		Jeffrey W. Bullock, Secretary of State
2016685    8100		AUTHENTICATION:	1197677
140316642		DATE:	03-11-14
You may verify this certificate online at corp.delaware.gov/authver.shtml

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:20 PM 01/18/2011

FILED 12:33 PM 01/18/2011

SRV 110051054 - 2016685 FILE

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

DIEBOLD GLOBAL FINANCE CORPORATION

Diebold Global Finance Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, duly adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

“RESOLVED, that Article Second of the Certificate of Incorporation of the Corporation be amended in its entirety to read as follows:

SECOND: The purpose for which the Corporation is organized is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, including, but not limited to, the issuance of credit and loans.”

SECOND: That, in lieu of a meeting, the sole stockholder of the corporation adopted said amendment by written consent.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, Diebold Global Finance Corporation has caused this Certificate of Amendment to be signed by its Vice President and Secretary as of this 17^th day of January, 2011.

By:	Chad F. Hesse
Its:	Vice President and Secretary

EX-3.4(II)

Exhibit 3.4(ii)

EXHIBIT A

DIEBOLD CREDIT CORPORATION

BY-LAWS

ARTICLE I

Offices

The registered office of the Corporation shall be in the City of Dover, County of Kent, State of Delaware.

The Corporation may also have offices at such other places, both within and without the State of Delaware, as may from time to time be designated by the Board of Directors.

ARTICLE II

Books

The books and records of the Corporation may be kept (except as otherwise provided by the laws of the State of Delaware) outside of the State of Delaware and at such place or places as may from time to time be designated by the Board of Directors.

ARTICLE III

Stockholders

Section 1. Annual Meetings. The annual meeting of the stockholders of the Corporation for the election of Directors and the transaction of such other business as may properly come before said meeting shall be held at the principal business office of the Corporation or at such other place or places either within or without the State of Delaware as may be designated by the Board of Directors.

and stated in the notice of the meeting, on the first Monday of September in each year, if not a legal holiday, and, if a legal holiday, then on the next day not a legal holiday, at 10:00 o’clock in the forenoon.

Written notice of the place designated for the annual meeting of the stockholders of the Corporation shall be delivered personally or mailed to each stockholder entitled to vote thereat not less than ten (10) and not more than sixty (60) days prior to said meeting, but at any meeting at which all stockholders shall be present, or of which all stockholders not present have waived notice in writing, the giving of notice as above described may be dispensed with. If mailed, said notice shall be directed to each stockholder at his address as the same appears on the stock ledger of the Corporation unless he shall have filed with the Secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which case it shall be mailed to the address designated in such request.

Section 2. Special Meetings. Special meetings of the stockholders of the Corporation shall be held whenever called in the manner required by the laws of the State of Delaware for purposes as to which there are

2

special statutory provisions, and for other purposes whenever called by resolution of the Board of Directors, or by the President, or by the holders of a majority of the outstanding shares of capital stock of the Corporation the holders of which are entitled to vote on matters that are to be voted on at such meeting. Any such special meeting of stockholders may be held at the principal business office of the Corporation or at such other place or places, either within or without the State of Delaware, as may be specified in the notice thereof. Business transacted at any special meeting of stockholders of the Corporation shall be limited to the purposes stated in the notice thereof.

Except as otherwise expressly required by the laws of the State of Delaware, written notice of each special meeting, stating the day, hour and place, and in general terms the business to be transacted thereat, shall be delivered personally or mailed to each stockholder entitled to vote thereat not less than ten (10) and not more than sixty (60) days before the meeting. If mailed, said notice shall be directed to each stockholder at his address as the same appears on the stock ledger of the Corporation unless he shall have filed with the Secretary of the Corporation a written request that notices intended

3

for him be mailed to some other address, in which case it shall be mailed to the address designated in said request. At any special meeting at which all stockholders shall be present, or of which all stockholders not present have waived notice in writing, the giving of notice as above described may be dispensed with.

Section 3. List of Stockholders. The officer of the Corporation who shall have charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

4

Section 4. Quorum. At any meeting of the stockholders of the Corporation, except as otherwise expressly provided by the laws of the State of Delaware, the Certificate of Incorporation or these By-Laws, there must be present, either in person or by proxy, in order to constitute a quorum, stockholders owning a majority of the issued and outstanding shares of the capital stock of the Corporation entitled to vote at said meeting. At any meeting of stockholders at which a quorum is not present, the holders of, or proxies for, a majority of the stock which is represented at such meeting, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 5. Organization. The President, or in his absence any Vice President, shall call to order

5

meetings of the stockholders and shall act as chairman of such meetings. The Board of Directors or the stockholders may appoint any stockholder or any Director or officer of the Corporation to act as chairman of any meeting in the absence of the President and all of the Vice Presidents.

The Secretary of the Corporation shall act as secretary of all meetings of the stockholders, but in the absence of the Secretary the presiding officer may appoint any other person to act as secretary of any meeting.

Section 6. Voting. Except as otherwise provided in the Certificate of Incorporation or these By-Laws, each stockholder of record of the Corporation shall, at every meeting of the stockholders of the Corporation, be entitled to one (1) vote for each share of stock standing in his name on the books of the Corporation on any matter on which he is entitled to vote, and such votes may be cast either in person or by proxy, appointed by an instrument in writing, subscribed by such stockholder or by his duly authorized attorney, and filed with the Secretary before being voted on, but no proxy shall be voted after three (3) years from its date, unless said proxy provides for a longer period. If the Certificate of Incorporation provides for more or less than one (1) vote for any share of capital stock of the Corporation, on

6

any matter, then any and every reference in these By-Laws to a majority or other proportion of capital stock shall refer to such majority or other proportion of the votes of such stock.

The vote on all elections of Directors and on any other questions before the meeting need not be by ballot, except upon demand of any stockholder.

When a quorum is present at any meeting of the stockholders of the Corporation, the vote of the holders of a majority of the capital stock entitled to vote at such meeting and present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, under any provision of the laws of the State of Delaware or of the Certificate of Incorporation, a different vote is required in which case such provision shall govern and control the decision of such question.

Section 7. Consent. Except as otherwise provided by the Certificate of Incorporation, whenever the vote of the stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provision of the laws of the State of Delaware or of the Certificate of Incorporation, such corporate action may be taken without a meeting, without

7

prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding capital stock of the Corporation having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented thereto in writing.

Section 8. Judges. At every meeting of the stockholders of the Corporation at which a vote by ballot is taken, the polls shall be opened and closed, the proxies and ballots shall be received and taken in charge, and all questions touching the qualifications of voters, the validity of proxies and the acceptance or rejection of votes shall be decided by, two (2) judges. Said judges shall be appointed by the Board of Directors before the meeting, or, if no such appointment shall have been made, by the presiding officer of the meeting. If for any reason any of the judges previously appointed shall fail to attend or refuse or be unable to serve, judges in place of any so failing to attend, or refusing or unable to serve, shall be appointed in like manner.

8

ARTICLE IV

Directors

Section 1. Number, Election and Term of Office. The business and affairs of the Corporation shall be managed by the Board of Directors. The number of Directors which shall constitute the whole Board shall be not less than three (3) nor more than eight (8). Within such limits, the number of Directors may be fixed from time to time by vote of the stockholders or of the Board of Directors, at any regular or special meeting, subject to the provisions of the Certificate of Incorporation. Directors need not be stockholders. Directors shall be elected at the annual meeting of the stockholders of the Corporation, except as provided in Section 2 of this Article, to serve until the next annual meeting of stockholders and until their respective successors are duly elected and have qualified.

In addition to the powers by these By-Laws expressly conferred upon them, the Board may exercise all such powers of the Corporation as are not by the laws of the State of Delaware, the Certificate of Incorporation or these By-Laws required to be exercised or done by the stockholders.

Section 2. Vacancies and Newly Created Directorships. Except as hereinafter provided, any

9

vacancy in the office of a Director occurring for any reason other than the removal of a Director pursuant to Section 3 of this Article, and any newly created Directorship resulting from any increase in the authorized number of Directors, may be filled by a majority of the Directors then in office or by a sole remaining Director. In the event that any vacancy in the office of a Director occurs as a result of the removal of a Director pursuant to Section 3 of this Article, or in the event that vacancies occur contemporaneously in the offices of all of the Directors, such vacancy or vacancies shall be filled by the stockholders of the Corporation at a meeting of stockholders called for the purpose. Directors chosen or elected as aforesaid shall hold office until the next annual meeting of stockholders and until their respective successors are duly elected and have qualified.

Section 3. Removals. At any meeting of stockholders of the Corporation called for the purpose, the holders of a majority of the shares of capital stock of the Corporation entitled to vote at such meeting may remove from office, with or without cause, any or all of the Directors.

Section 4. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at

10

such time and place, either within or without the State of Delaware, as shall from time to time be determined by resolution of the Board.

Section 5. Special Meetings. Special meetings of the Board of Directors may be called by the President or any two Directors on notice given to each Director, and such meetings shall be held at the principal business office of the Corporation or at such other place or places, either within or without the State of Delaware, as shall be specified in the notices thereof.

Section 6. Annual Meetings. The first meeting of each newly elected Board of Directors shall be held as soon as practicable after each annual election of Directors and on the same day, at the same place at which regular meetings of the Board of Directors are held, or at such other time and place as may be provided by resolution of the Board. Such meeting may be held at any other time or place which shall be specified in a notice given, as hereinafter provided, for special meetings of the Board of Directors.

Section 7. Notice. Notice of any meeting of the Board of Directors requiring notice shall be given to each Director by mailing the same at least forty-eight (48) hours, or by telegraphing the same at least twelve (12)

11

hours, before the time fixed for the meeting. Attendance of a Director at a meeting shall constitute waiver of notice of such meeting, except when such Director attends such meeting for the express purpose of objecting, at the beginning of such meeting, to the transaction of any business because such meeting is not lawfully called or convened.

Section 8. Quorum. At all meetings of the Board of Directors, the presence of one-third or more of the Directors constituting the Board (but in no event less than two Directors) shall constitute a quorum for the transaction of business. Except as may be otherwise specifically provided by the laws of the State of Delaware, the Certificate of Incorporation or these By-Laws, the affirmative vote of a majority of the Directors present at the time of such vote shall be the act of the Board of Directors if a quorum is present. If a quorum shall not be present at any meeting of the Board of Directors the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9. Consent. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, any

12

action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if all members of the Board consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board.

Section 10. Telephonic Meetings. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, members of the Board of Directors may participate in a meeting of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in such meeting can hear each other, and participation in a meeting pursuant to this Section 10 shall constitute presence in person at such meeting.

Section 11. Compensation of Directors. Directors, as such, shall not receive any stated salary for their services, but, by resolution of the Board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided that nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 12. Resignations. Any Director of the Corporation may resign at any time by giving written

13

notice to the Board of Directors or to the President or the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein, or, if the time be not specified, upon receipt thereof; and unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective.

ARTICLE V

Officers

Section 1. Number, Election and Term of Office. The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary and a Treasurer, and may at the discretion of the Board of Directors include one or more Assistant Treasurers and Assistant Secretaries. The officers of the Corporation shall be elected annually by the Board of Directors at its meeting held immediately after the annual meeting of the stockholders, and shall hold their respective offices until their successors are duly elected and have qualified. Any number of offices may be held by the same person. The Board of Directors may from time to time appoint such other officers and agents as the interest of the Corporation may require and may fix their duties and terms of office.

Section 2. President. The President shall be a Director, and shall be the chief executive officer of the

14

Corporation and shall have general and active management of the business of the Corporation, and shall see that all orders and resolutions of the Board are carried into effect. He shall ensure that the books, reports, statements, certificates and other records of the Corporation are kept, made or filed in accordance with the laws of the State of Delaware. He shall preside at all meetings of the Board of Directors and at all meetings of the stockholders. He shall cause to be called regular and special meetings of the stockholders and of the Board of Directors in accordance with these By-Laws. He may sign, execute and deliver in the name of the Corporation all deeds, mortgages, bonds, contracts or other instruments authorized by the Board of Directors, except in cases where the signing, execution or delivery thereof shall be expressly delegated by the Board of Directors or by these By-Laws to some other officer or agent of the Corporation or where any of them shall be required by law otherwise to be signed, executed or delivered. He may sign, with the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, certificates of stock of the Corporation. He shall appoint and remove, employ and discharge, and fix the compensation of all servants, agents, employees and clerks of the Corporation other than

15

the duly elected or appointed officers, subject to the approval of the Board of Directors. In addition to the powers and duties expressly conferred upon him by these By-Laws, he shall, except as otherwise specifically provided by the laws of the State of Delaware, have such other powers and duties as shall from time to time be assigned to him by the Board of Directors.

Section 3. Vice Presidents. The Vice Presidents shall perform such duties as the President or the Board of Directors shall require. Any Vice President shall, during the absence or incapacity of the President, assume and perform his duties.

Section 4. Secretary. The Secretary may sign all certificates of stock of the Corporation. He shall record all the proceedings of the meetings of the Board of Directors and of the stockholders of the Corporation in books to be kept for that purpose. He shall have custody of the seal of the Corporation and may affix the same to any instrument requiring such seal when authorized by the Board of Directors, and when so affixed he may attest the same by his signature. He shall keep the transfer books, in which all transfers of the capital stock of the Corporation shall be registered, and the stock books, which shall contain the names and addresses of all holders

16

of the capital stock of the Corporation and the number of shares held by each; and he shall keep such stock and transfer books open daily during business hours to the inspection of every stockholder and for transfer of stock. He shall notify the Directors and stockholders of their respective meetings as required by law or by these By-Laws, and shall perform such other duties as may be required by law or by these By-Laws, or which may be assigned to him from time to time by the Board of Directors.

Section 5. Assistant Secretaries. The Assistant Secretaries shall, during the absence or incapacity of the Secretary, assume and perform all functions and duties which the Secretary might lawfully do if present and not under any incapacity.

Section 6. Treasurer. The Treasurer shall have charge of the funds and securities of the Corporation. He may sign all certificates of stock. He shall keep full and accurate accounts of all receipts and disbursements of the Corporation in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Corporation

17

as may be ordered by the Board, and shall render to the President or the Directors, whenever they may require it, an account of all his transactions as Treasurer and an account of the business and financial position of the Corporation.

Section 7. Assistant Treasurers. The Assistant Treasurers shall, during the absence or incapacity of the Treasurer, assume and perform all functions and duties which the Treasurer might lawfully do if present and not under any incapacity.

Section 8. Treasurer’s Bond. The Treasurer and Assistant Treasurers shall, if required so to do by the Board of Directors, each give a bond (which shall be renewed every six (6) years) in such sum and with such surety or sureties as the Board of Directors may require.

Section 9. Transfer of Duties. The Board of Directors in its absolute discretion may transfer the power and duties, in whole or in part, of any officer to any other officer, or persons, notwithstanding the provisions of these By-Laws, except as otherwise provided by the laws of the State of Delaware.

Section 10. Vacancies. If the office of President, Vice President, Secretary or Treasurer, or of any other officer or agent becomes vacant for any reason, the Board of Directors may choose a successor to hold office for the unexpired term.

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Section 11. Removals. At any meeting of the Board of Directors called for the purpose, any officer or agent of the Corporation may be removed from office, with or without cause, by the affirmative vote of a majority of the entire Board of Directors.

Section 12. Compensation of Officers. The officers shall receive such salary or compensation as may be determined by the Board of Directors.

Section 13. Resignations. Any officer or agent of the Corporation may resign at any time by giving written notice to the Board of Directors or to the President or the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof; and unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective.

ARTICLE VI

Contracts, Checks and Notes

Section 1. Contracts. Unless the Board of Directors shall otherwise specifically direct, all contracts of the Corporation shall be executed in the name of the Corporation by the President or a Vice President.

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Section 2. Checks and Notes. All checks, drafts, bills of exchange and promissory notes and other negotiable instruments of the Corporation shall be signed by such officers or agents of the Corporation as may be designated by the Board of Directors.

ARTICLE VII

Stock

Section 1. Certificates of Stock. The certificates for shares of the stock of the Corporation shall be in such form, not inconsistent with the Certificate of Incorporation, as shall be prepared or approved by the Board of Directors. Every holder of stock in the Corporation shall be entitled to have a certificate signed by, or in the name of the Corporation by, the President or a Vice President, and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary certifying the number of shares owned by him and the date of issue; and no certificate shall be valid unless so signed. All certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued.

Where a certificate is countersigned (1) by a transfer agent other than the Corporation or its employee, or, (2) by a registrar other than the Corporation or its

20

employee, any other signature on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue

All certificates surrendered to the Corporation shall be cancelled and, except in the case of lost or destroyed certificates, no new certificates shall be issued until the former certificates for the same number of shares of the same class of stock shall have been surrendered and cancelled.

Section 2. Transfer of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

ARTICLE VIII

Registered Stockholders

The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the

21

holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of the State of Delaware.

ARTICLE IX

Lost Certificates

Any person claiming a certificate of stock to be lost or destroyed, shall make an affidavit or affirmation of the fact and advertise the same in such manner as the Board of Directors may require, and the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or his legal representative, to give the Corporation a bond in a sum sufficient, in the opinion of the Board of Directors, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate. A new certificate of the same tenor and for the same number of shares as the one alleged to be lost or destroyed may be issued without requiring any bond when, in the judgment of the Directors, it is proper so to do.

ARTICLE X

Fixing of Record Date

In order that the Corporation may determine the stockholders entitled to notice of or to vote at any

22

meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE XI

Dividends

Subject to the relevant provisions of the Certificate of Incorporation, dividends upon the capital stock of the Corporation may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation.

23

Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sums as the Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Directors shall think conducive to the interest of the Corporation, and the Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE XII

Waiver of Notice

Whenever any notice whatever is required to be given by statute or under the provisions of the Certificate of Incorporation or these By-Laws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be equivalent thereto.

ARTICLE XIII

Seal

The corporate seal of the Corporation shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware.”

24

ARTICLE XIV

Amendments

Subject to the provisions of the Certificate of Incorporation, these By-Laws may be altered, amended or repealed or new By-Laws may be adopted by the stockholders or by the Board of Directors, at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment or repeal of the By-Laws or of adoption of new By-Laws be contained in the notice of such special meeting.

25

EX-3.5(I)

Exhibit 3.5(i)

I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF DIEBOLD HOLDING COMPANY, INC. FILED IN THIS OFFICE ON THE SIXTH DAY OF JULY, A.D. 1990, AT 10 O’CLOCK A.M.

:  :  :  :  :  :  :  :  :  :

	Michael Harkins, Secretary of State
	AUTHENTICATION:	:2716953
730187002	DATE:	07/06/1990

24938
	CERTIFICATE OF INCORPORATION
	OF
	DIEBOLD HOLDING COMPANY, INC.
	A STOCK CORPORATION

I, the undersigned, for the purpose of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware, do hereby certify as follows:

FIRST: The name of the corporation (the “Corporation”) is Diebold Holding Company, Inc.

SECOND: The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH: The total number of shares which the Corporation shall have authority to issue is three thousand (3,000) shares of Common Stock, without par value.

FIFTH: Elections of directors need not be by written ballot except and to the extent provided in the bylaws of the Corporation.

    

SIXTH: To the full extent permitted by the General Corporation Law of the State of Delaware or any other applicable laws presently or hereafter in effect, no director of the Corporation shall be personally liable to the Corporation or its stockholders for or with respect to any acts or omissions in the performance of his or her duties as a director of the Corporation. Any repeal or modification of this Article Sixth shall not adversely affect any right or protection of a director of the Corporation existing immediately prior to such repeal or modification.

SEVENTH: Each person who is or was or had agreed to become a director or officer of the Corporation, or each such person who is or was serving or who had agreed to serve at the request of the Board of Directors or an officer of the Corporation as an employee or agent of the Corporation or as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including the heirs, executors, administrators or estate of such person), shall be indemnified by the Corporation to the full extent permitted by the General Corporation Law of the State of Delaware or any other applicable laws as presently or hereafter in effect. Without limiting the generality or the effect of the foregoing, the Corporation may enter into one or more agreements with any person which provide for

2

    

indemnification greater or different than that provided in this Article. Any repeal or modification of this Article Seventh shall not adversely affect any right or protection existing hereunder immediately prior to such repeal or modification.

EIGHTH: In furtherance and not in limitation of the rights, powers, privileges, and discretionary authority granted or conferred by the General Corporation Law of the State of Delaware or other statutes or laws of the State of Delaware, the Board of Directors is expressly authorized to make, alter, amend or repeal the bylaws of the Corporation, without any action on the part of the stockholders, but the stockholders may make additional bylaws and may alter, amend or repeal any bylaw whether adopted by them or otherwise. The Corporation may in its bylaws confer powers upon its Board of Directors in addition to the foregoing and in addition to the powers and authorities expressly conferred upon the Board of Directors by applicable law.

NINTH: The Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed herein or by applicable law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons

3

    

whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to this reservation.

TENTH: The name and mailing address of the sole incorporator is Leanne G. Haag, North Point, 901 Lakeside Avenue, Cleveland, Ohio 44114.

IN WITNESS WHEREOF, I the undersigned, being the sole incorporator hereinabove named, do hereby execute this Certificate of Incorporation this 5th day of July, 1990.

Leanne G. Haag

Sole Incorporator

4

EX-3.5(II)

Exhibit 3.5(ii)

DIEBOLD HOLDING COMPANY, INC.

BYLAWS

DIEBOLD HOLDING COMPANY, INC.

BYLAWS

Table of Contents

		Page
ARTICLE I – MEETINGS OF STOCKHOLDERS
Section 1.	Time and Place of Meetings		1
Section 2.	Annual Meeting		1
Section 3.	Special Meetings		1
Section 4.	Notice of Meetings		2
Section 5.	Quorum		2
Section 6.	Voting		3
ARTICLE II – DIRECTORS
Section 1.	Powers		4
Section 2.	Number and Term of Office		4
Section 3.	Vacancies and New Directorships		5
Section 4.	Regular Meetings		5
Section 5.	Special Meetings		5
Section 6.	Quorum		6
Section 7.	Written Action		6
Section 8.	Participation in Meetings by Conference Telephone		6
Section 9.	Committees		7
Section 10.	Compensation		8
Section 11.	Rules		8
ARTICLE III – NOTICES
Section 1.	Generally		8
Section 2.	Waivers		9
ARTICLE IV – OFFICERS
Section 1.	Generally		9
Section 2.	Compensation		10
Section 3.	Succession		10
Section 4.	Authority and Duties		10
Section 5.	Execution of Documents and Action with Respect to Securities of Other Corporations		10

- i -

Table of Contents

(continued)

		Page
ARTICLE V – STOCK
Section 1.	Certificates		11
Section 2.	Transfer		12
Section 3.	Lost, Stolen or Destroyed Certificates		12
Section 4.	Record Date		13
ARTICLE VI – GENERAL PROVISIONS
Section 1.	Fiscal Year		15
Section 2.	Corporate Seal		15
Section 3.	Reliance upon Books, Reports and Records		15
Section 4.	Time Periods		16
Section 5.	Dividends		16
ARTICLE VII – AMENDMENTS
Section 1.	Amendments		16

- ii -

DIEBOLD HOLDING COMPANY, INC.

BYLAWS

ARTICLE I

MEETINGS OF STOCKHOLDERS

Section 1. Time and Place of Meetings. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, within or without the State of Delaware, as may be designated by the Board of Directors, or by the Chairman of the Board, the President or the Secretary in the absence of a designation by the Board of Directors, and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meeting. An annual meeting of the stockholders, commencing with the year 1991, shall be held at such date and time as shall be designated from time to time by the Board of Directors, at which meeting the stockholders shall elect by a plurality vote the directors to succeed those whose terms expire and shall transact such other business as may properly be brought before the meeting.

Section 3. Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by law or by Certificate of Incorporation, may be called by the Board of Directors, the Chairman of the Board or the President.

Section 4. Notice of Meetings. Written notice of every meeting of the stockholders, stating the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting, except as otherwise provided herein or by law. When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, written notice of the place, date and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

Section 5. Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by law or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat,

2

present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.

Section 6. Voting. Except as otherwise provided by law or by the Certificate of Incorporation, each stockholder shall be entitled at every meeting of the stockholders to one vote for each share of stock having voting power standing in the name of such stockholder on the books of the Corporation on the record date for the meeting and such votes may be cast either in person or by written proxy. Every proxy must be duly executed and filed with the Secretary of the Corporation. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the Corporation. The vote upon any question brought before a meeting of the stockholders may be by voice vote, unless the holders of a majority of the outstanding shares of all classes of stock entitled to vote thereon present in person or by proxy at such meeting shall so determine. Every vote taken by written ballot shall be counted by one or more inspectors of election appointed by the Board of Directors. When a quorum is present at any meeting, the vote of the holders of a majority of the stock which has voting power present in person or represented

3

by proxy and which has actually voted shall decide any question properly brought before such meeting, unless the question is one upon which by express provision of law, the Certificate of Incorporation or these bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question.

ARTICLE II

DIRECTORS

Section 1. Powers. The business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Certificate of Incorporation directed or required to be exercised or done by the stockholders.

Section 2. Number and Term of Office. The Board of Directors shall consist of one or more members. The number of directors shall be fixed by resolution of the Board of Directors or by the stockholders at the annual meeting or a special meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 3 of this Article, and each director elected shall hold office until his successor is elected and qualified, except as required by law. Any decrease in the authorized number of directors shall

4

not be effective until the expiration of the term of the directors then in office, unless, at the time of such decrease, there shall be vacancies on the Board which are being eliminated by such decrease.

Section 3. Vacancies and New Directorships. Vacancies and newly created directorships resulting from any increase in the authorized number of directors which occur between annual meetings of the stockholders may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so elected shall hold office until the next annual meeting of the stockholders and until their successors are elected and qualified, except as required by law.

Section 4. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such times and places as shall from time to time be determined by the Board of Directors.

Section 5. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board or the President on one day’s written notice to each director by whom such notice is not waived, given either personally or by mail or telegram, and shall be called by the President or the Secretary in like manner and on like notice on the written request of any two directors.

5

Section 6. Quorum. At all meetings of the Board of Directors, a majority of the total number of directors then in office shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time to another place, time or date, without notice other than announcement at the meeting, until a quorum shall be present.

Section 7. Written Action. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes or proceedings of the Board or Committee.

Section 8. Participation in Meetings by Conference Telephone. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any such committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

6

Section 9. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation and each to have such lawfully delegable powers and duties as the Board may confer. Each such committee shall serve at the pleasure of the Board of Directors. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Except as otherwise provided by law, any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Any committee or committees so designated by the Board shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Unless otherwise prescribed by the Board of Directors, a majority of the members of the committee shall constitute a quorum for the transaction of business, and the act of a majority of the members present at a meeting at which there is a quorum shall be the act of such committee. Each committee shall prescribe its own rules for calling and holding meetings and its method of procedure, subject to any rules prescribed by the Board of Directors, and shall keep a written record of all actions taken by it.

7

Section 10. Compensation. The Board of Directors may establish such compensation for, and reimbursement of the expenses of, directors for attendance at meetings of the Board of Directors or committees, or for other services by directors to the Corporation, as the Board of Directors may determine.

Section 11. Rules. The Board of Directors may adopt such special rules and regulations for the conduct of their meetings and the management of the affairs of the Corporation as they may deem proper, not inconsistent with law or these bylaws.

ARTICLE III

NOTICES

Section 1. Generally. Whenever by law or under the provisions of the Certificate of Incorporation or these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram or telephone.

8

Section 2. Waivers. Whenever any notice is required to be given by law or under the provisions of the Certificate of Incorporation or these bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to such notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE IV

OFFICERS

Section 1. Generally. The officers of the Corporation shall be elected by the Board of Directors and shall consist of a President, a Secretary and a Treasurer. The Board of Directors may also choose any or all of the following: a Chairman of the Board of Directors, one or more Vice Presidents, and one or more Assistant Secretaries and Assistant Treasurers. Any number of offices may be held by the same person.

9

Section 2. Compensation. The compensation of all officers and agents of the Corporation who are also directors of the Corporation shall be fixed by the Board of Directors. The Board of Directors may delegate the power to fix the compensation of other officers and agents of the Corporation to an officer of the Corporation.

Section 3. Succession. The officers of the Corporation shall hold office until their successors are elected and qualified. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the directors. Any vacancy occurring in any office of the Corporation may be filled by the Board of Directors.

Section 4. Authority and Duties. Each of the officers of the Corporation shall have such authority and shall perform such duties as are customarily incident to their respective offices, or as may be specified from time to time by the Board of Directors in a resolution which is not inconsistent with these bylaws.

Section 5. Execution of Documents and Action with Respect to Securities of Other Corporations. The Chairman, if any, the President or the Vice President each shall have and is hereby given, full power and authority, except as otherwise required by law or directed by the Board of Directors, (a) to execute, on behalf of the Corporation, all duly authorized contracts,

10

agreements, deeds, conveyances or other obligations of the Corporation, applications, consents, proxies and other powers of attorney, and other documents and instruments, and (b) to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders (or with respect to any action of such stockholders) of any other corporation in which the Corporation may hold securities and otherwise to exercise any and all rights and powers which the Corporation may possess by reason of its ownership of securities of such other corporation. In addition, the Chairman, the President or the Vice President may delegate to other officers, employees and agents of the Corporation the power and authority to take any action which the Chairman, the President or the Vice President is authorized to take under this Section 5, with such limitations as the Chairman, the President or the Vice President may specify; such authority so delegated by the Chairman, the President or the Vice President shall not be re-delegated by the person to whom such execution authority has been delegated.

ARTICLE V

STOCK

Section 1. Certificates. Certificates representing shares of stock of the Corporation shall be in such form as shall be determined by the Board of Directors, subject to applicable legal requirements. Such certificates shall be numbered and their

11

issuance recorded in the books of the Corporation, and such certificate shall exhibit the holder’s name and the number of shares and shall be signed by, or in the name of the Corporation by the Chairman of the Board or the President or the Vice President and the Secretary or an Assistant Secretary or the Treasurer of the Corporation. Any or all of the signatures and the seal of the Corporation, if any, upon such certificates may be facsimiles, engraved or printed.

Section 2. Transfer. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue, or to cause its transfer agent to issue, a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 3. Lost, Stolen or Destroyed Certificates. The Secretary or the Assistant Secretary may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed upon the making of an affidavit of that fact, satisfactory to the Secretary or the Assistant Secretary, by the person claiming the certificate of stock to be lost, stolen or destroyed. As a condition precedent to the issuance of a new certificate or certificates the Secretary or the Assistant Secretary may require the owner of such lost, stolen or destroyed certificate or certificates to

12

give the Corporation a bond in such sum and with such surety or sureties as the Secretary or the Assistant Secretary may direct as indemnity against any claims that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed or the issuance of the new certificate.

Section 4. Record Date. (a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

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(b) In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

14

(c) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

ARTICLE VI

GENERAL PROVISIONS

Section 1. Fiscal Year. The fiscal year of the Corporation shall be fixed from time to time by the Board of Directors.

Section 2. Corporate Seal. The Board of Directors may adopt a corporate seal and use the same by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 3. Reliance upon Books, Reports and Records. Each director, each member of a committee designated by the Board of Directors, and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying

15

in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board of Directors, or by any other person as to matters the director, committee member or officer believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 4. Time Periods. In applying any provision of these bylaws which requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded and the day of the event shall be included.

Section 5. Dividends. The Board of Directors may from time to time declare and the Corporation may pay dividends upon its outstanding shares of capital stock, in the manner and upon the terms and conditions provided by law and the Certificate of Incorporation.

ARTICLE VII

AMENDMENTS

Section 1. Amendments. These bylaws may be altered, amended or repealed, or new bylaws may be adopted, by the stockholders or by the Board of Directors.

16

EX-3.6

Exhibit 3.6

AMENDMENT TO THE AMENDED AND RESTATED PARTNERSHIP AGREEMENT

DATED SEPTEMBER 12, 1990

ATTACHMENT A

Section 5.02. Officers (a) General The officers of the Partnership may include a President, if one is so appointed by the Governing Committee, and such other officers as may be determined by the Governing Committee from time to time to be necessary or advisable in the conduct of the business and affairs of the Partnership. Subject to the provisions of Section 4.02, the officers of the Partnership shall be appointed and shall be subject to removal without cause by the Governing Committee. Any individual may hold more than one office. Any officer of the Partnership may also serve as an officer, employee or agent of a Partner, a Parent or any of their Affiliates. All officers of the Partnership shall (i) report to the President, if one is so appointed by the Governing Committee; otherwise to the General Manager (except that he shall report to the Governing Committee), (ii) have the powers and duties set forth in this Section 5.02 or as otherwise prescribed by the Governing Committee, (iii) serve for the term designated by the Governing Committee, subject to removal as provided above, and (iv) attend meetings of the Governing Committee as requested. Each of the initial officers of the Partnership shall have the power and authority to execute and deliver in the name and on behalf of the Partnership each of the Operative Documents to which the Partnership is a party.

(b) President The President, if one is appointed by the Governing Committee, shall (i) be the Chief Executive Officer of the Partnership who shall have the usual powers, duties and responsibilities incident thereto, subject to additions, modifications and deletions thereof from time to time by the Governing Committee and those powers and responsibilities specifically reserved hereunder to the Partners and the Governing Committee, (ii) oversee the conduct of the business and affairs of the Partnership, subject to the control of the Governing Committee, and (iii) see that all orders and resolutions of the Governing Committee are carried into effect. In the event a President is not appointed, then the General Manager of the Partnership shall have the powers, duties and responsibilities as set forth in this paragraph.

[EXECUTION COPY]

AMENDED AND RESTATED

PARTNERSHIP AGREEMENT

dated as of September 12, 1990,

between

DIEBOLD HOLDING COMPANY, INC.

and

SSTJ CORPORATION

InterBold

Amended and Restated

Partnership Agreement

TABLE OF CONTENTS

		Page
ARTICLE I
Definitions
SECTION 1.01.	Certain Definitions		1
SECTION 1.02.	Additional Definitions		1
ARTICLE II
The Partnership
SECTION 2.01.	Continuation		3
SECTION 2.02.	Name; Qualification of Partners		3
SECTION 2.03.	Principal Office		3
SECTION 2.04.	Term		3
SECTION 2.05.	Overall Purpose; Scope of Activity		3
SECTION 2.06.	Powers		4
SECTION 2.07.	Property Ownership		4
ARTICLE III
Business Operations
SECTION 3.01.	Business Dealings with the Partnership		5
SECTION 3.02.	Other Activities of Parents and Affiliates		5
SECTION 3.03.	Waiver of Conflict of Interest		5
SECTION 3.04.	Business Plans		6
ARTICLE IV
Actions by the Partners or by the Governing Committee
SECTION 4.01.	Matters Requiring the Consent of the Partners		7
SECTION 4.02.	Matters Requiring the Consent of a Member of the Governing Committee Appointed by Each Partner		10

Contents, p. 2

Amended and Restated

Partnership Agreement

		Page
SECTION 4.03.	Matters Requiring the Consent of the Governing Committee		11
SECTION 4.04.	Site Review		12
SECTION 4.05.	Intellectual Property Review		12
SECTION 4.06.	Direct Sales		12
SECTION 4.07.	Restrictions on Partners		13
ARTICLE V
Management and Operations of Partnership
SECTION 5.01.	The Governing Committee		14
SECTION 5.02.	Officers		16
SECTION 5.03.	Dispute Resolution		17
SECTION 5.04.	Insurance		18
SECTION 5.05.	Employee and Officer Confidentiality Agreements		18
SECTION 5.06.	Unresolved Disputes		18
SECTION 5.07.	Right of First Refusal		20
ARTICLE VI
Capital Contributions, Distributions and Allocations
SECTION 6.01.	Initial Capital Contributions		22
SECTION 6.02.	Additional Capital Contributions by the Diebold Partner		22
SECTION 6.03.	Loans by the Diebold Partner to Fund the Projected Cash Requirements		23
SECTION 6.04.	Allocation of Net Profits and Loss		24
SECTION 6.05.	Distributions		25
SECTION 6.06.	No Interest		26
SECTION 6.07.	Capital Accounts		26
SECTION 6.08.	Allocations of Tax Profits and Tax Losses		27
SECTION 6.09.	Code Section 704(b) Limitations		29
SECTION 6.10.	Distribution in Kind		32
SECTION 6.11.	Depreciation Recapture		32
SECTION 6.12.	Federal Income Tax Allocations		32
SECTION 6.13.	Allocation Between Assignor and Assignee Partners		33
SECTION 6.14.	Fiscal Year		33
SECTION 6.15.	Certain Definitions		33

Contents, p. 3

Amended and Restated

Partnership Agreement

		Page
ARTICLE VII
Accounting and Taxation
SECTION 7.01.	Accrual Basis		37
SECTION 7.02.	Maintenance of Books of Account		37
SECTION 7.03.	Financial Statements		38
SECTION 7.04.	Other Reports and Inspection		40
SECTION 7.05.	Taxation		40
SECTION 7.06.	Deposit of Funds		41
ARTICLE VIII
Initial Actions
SECTION 8.01.	Partnership Actions		42
SECTION 8.02.	Initial Members of the Governing Committee		42
SECTION 8.03.	Officers		42
ARTICLE IX
Transfer of or Liens on Interests
SECTION 9.01.	Limitation		42
SECTION 9.02.	IBM Partner Puts		43
SECTION 9.03.	Diebold Partner Default Call		46
SECTION 9.04.	Rescission of a Put or a Call		48
SECTION 9.05.	Determination of a Default		48
ARTICLE X
Dissolution
SECTION 10.01.	Dissolution		49
SECTION 10.02.	Dissolution by Agreement		49
SECTION 10.03.	Distributions upon Dissolution		50
ARTICLE XI
Indemnification and Insurance
SECTION 11.01.	Indemnification		51
SECTION 11.02.	Insurance		51
SECTION 11.03.	Indemnification of the Partners		51

Contents, p. 4

Amended and Restated

Partnership Agreement

		Page
ARTICLE XII
Withdrawal Prohibited
SECTION 12.01.	Withdrawal Prohibited		53
ARTICLE XIII
Nonrecourse Principles
SECTION 13.01	Nonrecourse Principles		53
ARTICLE XIV
Documentary Conventions
SECTION 14.01.	Documentary Conventions		53
ARTICLE XV
SECTION 15.01	Supersedure of the Predecessor Agreement
Exhibits
Exhibit A	Business Plan
Appendices
Appendix A	Definitions
Appendix B	Documentary Conventions
Schedules
Schedule 6.01	Initial Capital Account Balances
Schedule 8.02(a)	Initial Members of the Governing Committee Appointed by the Diebold Partner
Schedule 8.02(b)	Initial Members of the Governing Committee Appointed by the IBM Partner
Schedule 8.03	Initial Officers of the Partnership

AMENDED AND RESTATED PARTNERSHIP AGREEMENT dated as of September 12, 1990, between DIEBOLD HOLDING COMPANY, INC., a Delaware corporation (the “Diebold Partner”), and SSTJ CORPORATION, a New York corporation (the “IBM Partner”).

The Diebold Partner and the IBM Partner desire to act as partners in a joint venture for the purposes and within the scope specified in Section 2.05 below. To that end, Diebold, Incorporated (“Diebold”) and International Business Machines Corporation (“IBM”), the respective parent corporations of the Diebold Partner and the IBM Partner, have agreed to form a partnership by this Agreement (the “Partnership”), and to enter into certain agreements with the Partnership, all pursuant to an Amended and Restated Participation Agreement dated as of September 12, 1990.

Accordingly, the Diebold Partner and the IBM Partner agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Certain Definitions. Unless the context otherwise requires, capitalized terms used but not defined in this Agreement shall have the respective meanings assigned to them in Appendix A.

SECTION 1.02. Additional Definitions.

Defined Term	Section Defined In
“Additional Contributions”		6.02
“Adjusted Capital Account”		6.15
“Breaching Partner”		10.01
“Capital Account”		6.07
“Change of Control”		9.02	(b)
“Change of Control Exercise Notice”		9.02	(b)

Amended and Restated

Partnership Agreement

Defined Term	Section Defined In
“Change of Control Put”		9.02(b)
“Chargeback Amount”		6.15
“Default Call”		9.03
“Default Call Exercise Notice”		9.03
“Default Put”		9.02(a)
“Default Put Exercise Notice”		9.02(a)
“Deficit Amount”		6.09(d)
“Diebold Default”		9.02(a)
“Discretionary Put”		9.02(c)
“Discretionary Put Exercise Notice”		9.02(c)
“Dispute Call”		5.06(c)
“Dispute Call Exercise Notice”		5.06(c)
“Dispute Put”		5.06(b)
“Dispute Put Exercise Notice”		5.06(b)
“First Fiscal Period”		6.04(a)	(i)
“Governing Committee”		5.01(a)
“Gross Income”		6.15
“IBM Default”		9.03
“Impasse”		5.03(iv	)
“Level Four Amount”		6.15
“Level Four Deficiency”		6.15
“Level Four Excess Amount”		6.15
“Level Four Preference Amount”		6.15
“Level One Deficiency”		6.15
“Level One Excess Amount”		6.15
“Level One Preference Amount”		6.15
“Level Three Amount”		6.15
“Level Three Deficiency”		6.15
“Level Three Excess Amount”		6.15
“Level Three Preference Amount”		6.15
“Level Two Amount”		6.15
“Level Two Deficiency”		6.15
“Level Two Excess Amount”		6.15
“Level Two Preference Amount”		6.15
“Minimum Gain”		6.15
“Partner Nonrecourse Liability”		6.15
“Partnership Nonrecourse Liability”		6.15
“Remaining Partner”		10.01
“Right of First Refusal”		5.07
“Sale Notice”		5.07
“Sale Price”		5.07
“Sale Terms”		5.07
“Second Fiscal Period”		6.04(a)	(ii)
“seconded employee”		3.03
“Special Capital Account”		6.15
“Tax Losses”		6.15

2

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Partnership Agreement

Defined Term	Section Defined In
“Tax Matters Partner”		7.05(b)	(i)
“Tax Profits”		6.15
“Third Fiscal Period”		6.04(a)	(iii)
“Total Voting Power of Diebold”		9.02(b)
“Working Capital Loans”		6.03

ARTICLE II

The Partnership

SECTION 2.01. Continuation. The Diebold Partner and the IBM Partner hereby continue the Partnership as a general partnership under the laws of the State of New York. The Partnership shall promptly file and record with the appropriate Governmental Authorities all documents in connection with the formation and operation of the Partnership as may be required or appropriate under the laws of the State of New York or any other jurisdiction in which the Partnership proposes to conduct business. The Partnership shall provide to each Partner a copy of each document as filed and recorded.

SECTION 2.02. Name; Qualification of Partners. The name of the Partnership is “InterBold”. The Partnership may also do business under other names agreed to by both Partners. If required by an applicable law, (a) the Partnership shall cause appropriate partnership certificates or fictitious business name certificates to be filed with the appropriate Governmental Authorities and (b) each Partner, and the Partnership, shall as expeditiously as possible qualify to do business in all appropriate jurisdictions.

SECTION 2.03. Principal Office. The principal office of the Partnership shall be located at 5995 Mayfair Road, Canton, Ohio 47720, or such other place as may be designated by the Governing Committee.

SECTION 2.04. Term. The term of the Partnership commenced as of the date of this Agreement and shall end on December 31, 2000, unless earlier terminated in accordance with Article X.

SECTION 2.05. Overall Purpose; Scope of Activity. (a) Overall Purpose of the Partnership. The overall purpose of the Partnership is to provide self service

3

Amended and Restated

Partnership Agreement

products for the financial and other industries and to grow and expand through the development and advancement of self service applications and technology.

(b) Scope of Activity. The authorized scope of activity of the Partnership shall be (A) to develop, manufacture, market, lease, maintain, repair, service and sell and to contract for the development, manufacture, marketing, leasing, maintenance, repair, service and sale of (i) ATMs, Teller Assist Devices, IAVs, Statement Devices and FAST Devices to Financial Institutions for the performance of Financial Applications; (ii) ATMs to Financial Institutions for the performance of Benefits Distribution Applications, Ticketing Applications and Stamp Applications; (iii) ATMs, Statement Devices, FAST Devices when associated with an ATM sale, Teller Assist Devices when associated with an ATM sale and IAVs when associated with an ATM sale to Retail Companies for the performance of Financial Applications; (iv) ATMs, Statement Devices when associated with an ATM sale, Teller Assist Devices when associated with an ATM sale and IAVs when associated with an ATM sale to Government Offices for Financial Applications, Benefits Distribution Applications and Stamp Applications; and (v) ATMs, Statement Devices, FAST Devices when associated with an ATM sale, Teller Assist Devices when associated with an ATM sale and IAVs when associated with an ATM sale to Insurance Companies and Educational Institutions for Financial Applications, (B) to develop, service and license software for use in the products of the Partnership or in connection therewith, (C) to perform research and development work under contract for either Partner with respect to products for (i) Electronic Security Applications, (ii) Fuel Applications, (iii) Video Dispensing Applications or (iv) as otherwise mutually agreed by the Partners and (D) to manufacture, market and sell modules and subassemblies for the products of the Partnership to Parents or end-users.

SECTION 2.06. Powers. The Partnership shall have all the powers now or hereafter conferred by the laws of the State of New York on general partnerships formed under such laws and may do any and all acts and things necessary, incidental or convenient to any such purposes.

SECTION 2.07. Property Ownership. Except as provided in the Operative Documents or any other contract to which the Partnership is or becomes a party, (a) all assets and property, whether real, personal or mixed, tangible or intangible, including contractual rights, owned or possessed by the Partnership shall be held or possessed in the name of

4

Amended and Restated

Partnership Agreement

the Partnership, (b) all such assets, property and rights shall be deemed to be owned or possessed by the Partnership as an entity and (c) neither of the Partners individually shall have any separate ownership in such assets, property or rights. Each Partner’s partnership interest in the Partnership is personal property for all purposes.

ARTICLE III

Business Operations

SECTION 3.01. Business Dealings with the Partnership. A Parent or its Affiliates may enter into any contract or agreement with the Partnership and otherwise enter into any transaction or dealing with the Partnership on an arm’s-length basis (in each case containing terms and conditions that, in the aggregate, are not less favorable to the Partnership than those the Partnership could obtain from an unrelated third party) and derive and retain profits therefrom, provided that any such contract or agreement or other transaction or dealing is approved by the Governing Committee pursuant to Section 4.02 if such approval is required. The validity of any such contract, agreement, transaction or dealing or any payment or profit related thereto or derived therefrom shall not be affected by any relationship between the Partnership and such Parent or any of its Affiliates (including such Parent’s Partner).

SECTION 3.02. Other Activities of Parents and Affiliates. Notwithstanding any other provision of any Operative Document (other than Section 5.01(b) of the Participation Agreement), either Parent or its Affiliates (other than such Parent’s Partner) may engage in other business ventures and dealings of every nature, independently or with others, whether or not competitive with the business of the Partnership or of the other Parent or its Affiliates and regardless of the effect on the Partnership, and neither the Partnership nor the other Parent nor such other Parent’s Affiliates shall have any right in such ventures or dealings or to the income and profits derived therefrom. Neither Partner shall engage in any business or take any action other than those incidental to its corporate existence or its ownership of an interest in the Partnership.

SECTION 3.03. Waiver of Conflict of Interest. Each Partner hereby waives, on behalf of itself and the Partnership, any claim or cause of action against (i) the

5

Amended and Restated

Partnership Agreement

other Partner and its Affiliates (including such Partner’s Parent), (ii) any member of the Governing Committee appointed by or at the direction of the other Partner or (iii) any employee of the other Partner or any of its Affiliates (including such Partner’s Parent) made available to the Partnership while remaining an employee of such Partner or Affiliate (a “seconded employee”) for any breach of fiduciary duty to the Partnership by such member or seconded employee as a result of a conflict of interest between the Partnership and the Partner or any of its Affiliates (including such Partner’s Parent) which appointed such member or such seconded employee. Each Partner acknowledges and agrees that in the event of any such conflict of interest, each such member or seconded employee may, in the absence of bad faith, act in the best interest of the Partner or such Partner’s Affiliate which appointed such member or such seconded employee. No member of the Governing Committee, employee of the Partnership or seconded employee shall be obligated to reveal confidential or proprietary information belonging to either Partner (or to either Partner’s Affiliates, including such Partner’s Parent) without the consent of such Partner. No member of the Governing Committee or seconded employee shall be obligated to recommend or take any action in such person’s position as a member of the Governing Committee or as a seconded employee that prefers the interests of the Partnership over the interests of a Partner or any of its Affiliates, and the Partnership hereby waives the fiduciary duty, if any, to the Partnership of such person in the event of any such conflict of interest. Nothing in this Section 3.03 is intended to or shall override any obligation of either Partner expressly provided for in any Operative Document or in any other agreement to which the Partnership and the Partners or their Affiliates are parties.

SECTION 3.04. Business Plans. (a) Initial and Subsequent Business Plans. The initial Business Plan for the Partnership commencing on the Closing Date and ending on December 31, 1992, is attached as Exhibit A. To the extent that any provision of the Business Plan deals with the same matter as any Operative Document, the provisions of such Operative Document shall control. A Business Plan relating to each succeeding Fiscal Year shall be prepared in compliance with paragraph (b) below under the direction of the President and submitted to the Governing Committee for approval not later than 60 days prior to the beginning of such Fiscal Year. When the Business Plan for a Fiscal Year is approved pursuant to Section 4.03(a), the Partnership, the Partners and the officers and employees of the

6

Amended and Restated

Partnership Agreement

Partnership shall implement such Business Plan. The Partnership shall not adopt or be governed by any overall business plan or budget other than a Business Plan meeting the requirements of paragraph (b) below. No Business Plan shall be deemed an amendment of this Agreement. The Partnership shall furnish to each Partner any other budget or plan that the Partnership may prepare and any revisions of previously furnished budgets or plans (including any Business Plan) promptly upon preparation or revision of such budgets or plans.

(b) Form and Scope. Each Business Plan shall contain (i) an annual operating budget for the Partnership for the succeeding Fiscal Year, containing projections of profit and loss, cash flow and ending balance sheets for each month of such Fiscal Year, (ii) a business plan for the Partnership relating to the succeeding Fiscal Year setting forth in reasonable detail product development, financial, manufacturing, marketing and servicing plans, executive compensation and benefits, capital expenditures and pricing objectives, budgeted and projected figures and other information and (iii) projections for the same items on an annual basis for the next succeeding Fiscal Year. Each annual business plan shall contain comparable detail to the initial Business Plan.

(c) Approval. Each Partner shall cause the members of the Governing Committee appointed by such Partner to cooperate in good faith to finalize and approve any Business Plan proposed pursuant to Section 3.04(a) by the 30th day before the beginning of the Fiscal Year to which such Business Plan relates.

ARTICLE IV

Actions by the Partners or by the Governing Committee

SECTION 4.01. Matters Requiring the Consent of the Partners. (a) Actions Not Subject to Dispute Resolution. No action may be taken by the Partnership in connection with any of the following matters without the prior written consent of each Partner:

(i) any change in the Partnership Agreement, any departure from the overall purpose or scope of the Partnership as set forth in Section 2.05(b) or any release of either Partner from any of its obligations pursuant to this Agreement;

7

Amended and Restated

Partnership Agreement

(ii) the admission of any additional or substitute Partners or the issuance or reacquisition by the Partnership of any interest in the Partnership (other than as provided in Article IX);

(iii) capital contributions of the Partners (other than as provided in Sections 6.01, 6.02, 6.03 and 4.01(b)(i));

(iv) changes in the powers of the Governing Committee;

(v) (A) the voluntarily commencement of any proceeding or the voluntary filing of any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law, (B) the consent to the institution of, or causing the Partnership to fail to contest in a timely and appropriate manner, any involuntary proceeding or any involuntary filing of any petition of the type described in subclause (A) above, (C) the application for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Partnership or for a substantial part of the property or assets of the Partnership, (D) the filing of an answer admitting the material allegations of a petition filed against the Partnership in any such proceeding, (E) the consent to any order for relief issued with respect to any such proceeding, (F) the making of a general assignment for the benefit of creditors, (G) admitting in writing the inability of the Partnership or causing the Partnership to fail generally to pay its debts as they become due or (H) taking any action for the purpose of effecting any of the foregoing;

(vi) the dissolution or liquidation of the Partnership (other than pursuant to Article X); and

(vii) the incurrence of Indebtedness by the Partnership which is not expressly without recourse to the Partners, whether by law or contract (unless such Indebtedness is recourse to only one Partner and that Partner has consented in writing to the incurrence of such Indebtedness) in any Fiscal Year in excess of the amount provided for in Section 4.01(b)(iv).

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Partnership Agreement

The failure of a Partner to consent to any matter provided for in this paragraph (a) shall not permit either Partner to resort to, or otherwise subject the matter to, the dispute resolution provisions of Section 5.03. The Partnership shall continue to operate after any such proposal as if such matter had not been considered by the Partners.

(b) Actions Subject to Dispute Resolution. No action may be taken by the Partnership in connection with any of the following matters without the prior written consent of each Partner:

(i) capital contributions of the Partners (other than as provided in Sections 6.01, 6.02 and 6.03) in a total amount in any Fiscal Year after 1990 not in excess of $10,000,000 (increased, for any Fiscal Year after the first full Fiscal Year, by the amount, if any, by which the capital contributions of the Partners (other than pursuant to Sections 6.01, 6.02 and 6.03) in the preceding Fiscal Year aggregated less than $10,000,000; provided, that no such increase shall, together with any increase referred to in clause (iv) below for such Fiscal Year, be greater than $5,000,000);

(ii) the sale, lease, exchange or other disposition (including by an exclusive license) of assets or properties of the Partnership in an amount in excess of the greater of $10,000,000 and 10% of the total assets of the Partnership;

(iii) the acquisition of any business, or of all or a significant portion of the stock or assets of any business (A) in an amount in excess of the greater of $10,000,000 and 10% of the total assets of the Partnership or (B) in any amount provided that neither Partner shall withhold its consent based solely on the valuation by the Partnership of such business, stock or assets or the strategic rationale of the Partnership for such acquisition;

(iv) the incurrence of Indebtedness by the Partnership which is not expressly without recourse to the Partners, whether by law or contract (unless such Indebtedness is recourse only to one Partner and that Partner has consented in writing to the incurrence of such Indebtedness) in a total principal amount for any Fiscal Year after 1990 not in excess of $10,000,000 (increased, for any Fiscal Year after the first full

9

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Partnership Agreement

Fiscal Year, by the amount, if any, by which such Indebtedness incurred in the preceding Fiscal Year is less than $10,000,000; provided, that no such increase shall, when added to any increase referred to in clause (i) above for such Fiscal Year, be greater than $5,000,000);

(v) the acquisition, purchase, establishment, construction, lease or other creation of a manufacturing facility of the Partnership; and

(vi) the establishment of a sales force of agents or representatives employed by the Partnership pursuant to Section 4.06.

The failure of a Partner to consent to any matter provided for in this paragraph (b) shall permit either Partner to resort to, or otherwise subject the matter to, the dispute resolution provisions of Section 5.03.

SECTION 4.02. Matters Requiring the Consent of a Member of the Governing Committee Appointed by Each Partner. No action may be taken in connection with any of the following matters without the affirmative vote of a majority of the members of the Governing Committee, including the affirmative vote of at least one member of the Governing Committee appointed by each Partner:

(a) appointment or removal of the chief financial officer of the Partnership;

(b) the entering into or the material amendment, modification or change in, or termination (other than automatic termination pursuant to the terms thereof) of, any agreement, contract or commitment (other than the Operative Documents) between the Partnership and Diebold or any Affiliate or employee of Diebold or its Affiliate unless (i) such agreement, contract or commitment was entered into on an arm’s-length basis (containing terms and conditions in the aggregate not less favorable to the Partnership than those the Partnership could obtain from an unrelated third party) or (ii) the fair value of such agreement, contract or commitment (and all related agreements, contracts or commitments) is less than $100,000 (or, in the case of any such agreement, contract or commitment with employees of Diebold or its Affiliates is either (i) less than $5,000 or (ii) pursuant to a general arrangement that has been approved by the Governing Committee for such matters as bonuses, relocation loans or advances and other similar benefits);

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Partnership Agreement

(c) any material amendment, modification or change in, or termination (other than automatic termination pursuant to the terms thereof) of, any Operative Document to which Diebold or any Affiliate of Diebold is a party;

(d) the delegation by the Governing Committee to any Person of its authority to approve any matter or the taking of any action for which the affirmative vote of at least one member of the Governing Committee appointed by each Partner is required pursuant to this Section 4.02; and

(e) the delegation by the Governing Committee to any Person of its authority to approve any matter for which the affirmative vote of a majority of the Governing Committee is required pursuant to Section 4.03.

For purposes of Section 4.02(b) agreements between the Partnership and Diebold that are substantially similar to Articles 2, 3 and 6 of the Management Process Agreement or the Research and Development Agreement (excluding Sections 6.1, 7.1 and 7.3) and that do not call for any compensation or reimbursement of expenses to Diebold shall be deemed to be entered into on an arm’s-length basis.

SECTION 4.03. Matters Requiring the Consent of the Governing Committee. No action may be taken in connection with any of the following matters without the affirmative vote of a majority of the members of the Governing Committee:

(a) the adoption by the Partnership of and any material amendment to a Business Plan;

(b) any license by the Partnership of its Intellectual Property, other than nonexclusive licenses of patents or nonexclusive licenses of any Intellectual Property to customers, distributors, vendors, suppliers or value-added resellers in the ordinary course of business;

(c) the removal or change of the Accountants (other than a change to a public accounting firm of nationally recognized standing and reputation that is Diebold’s public accounting firm); and

(d) the entering into or material amendment or termination (other than automatic termination pursuant to the terms thereof) of any agreement, contract or commitment having a duration of one year or more and representing a value to or commitment of the Partnership of $1,000,000 or more, other than (i) licenses of the Partnership’s software or patents or third-party Intellectual Property in the ordinary course of business or (ii) as contemplated by the Business Plan.

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SECTION 4.04. Site Review. Prior to entering into any lease of or purchasing any real property, the Partnership shall give the Partners written notice of such proposed lease or purchase. Each Partner shall have the right during the 30-day period following the date of such notice to review the environmental implications of such lease or purchase and perform any investigation that each Partner in its discretion deems necessary. The Partnership shall not lease or purchase such property during such 30-day period or until any material concerns of either Partner have been satisfactorily resolved.

SECTION 4.05. Intellectual Property Review. No later than six months prior to announcing any new product or any product encompassing a new design or a substantial redesign, the Partnership shall give the members of the Governing Committee written notice of such product. Each Partner shall have the right to perform patent and other searches to determine whether such product infringes any patent, copyright or trademark of any third party. Upon request of any member of the Governing Committee, the Partnership will cooperate with such member to provide any additional information that the member may reasonably request in order to make such determinations. The Partnership shall not announce such product until any material concerns of any member of the Governing Committee have been satisfactorily resolved; provided, that in the event that the Chief Executive Officer of the Partnership is unable to resolve any such concerns, the dispute resolution procedure set out in Section 5.03(i) shall be followed and if the dispute is not resolved thereunder the Partnership may announce such Product.

SECTION 4.06. Direct Sales. In the event that (a) the Partnership and any IBM Entity (as defined in the Management Process Agreement) have not agreed with respect to the volume planning estimate provided by such IBM Entity pursuant to the Management Process Agreement or (b) any IBM Entity fails, for two consecutive Fiscal Quarters (the

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“Shortfall Period”), to ship 70% of the units estimated by such IBM Entity to be shipped for each such Fiscal Quarter pursuant to the current measurement plan estimate of such IBM Entity (provided by such IBM Entity pursuant to the Management Process Agreement), then the Governing Committee may consider a proposal to establish a direct sales force of agents or representatives employed by the Partnership to operate in the sales territory of such IBM Entity. Any proposal pursuant to clause (a) shall not be considered prior to December 15 of the calendar year in which the volume planning estimate was initially submitted or after January 15 of the next succeeding calendar year. Any proposal pursuant to clause (b) shall not be considered prior to the 45th day after the end of the Shortfall Period or after the 60th day after the end of the Shortfall Period.

SECTION 4.07. Restrictions on Partners. Neither Partner may, without the consent of the other Partner:

(a) confess a judgment against the Partnership;

(b) except as contemplated by 7.05(b) and (c), make any agreement on behalf of or otherwise purport to bind the other Partner or the Partnership;

(c) do any act in contravention of this Agreement;

(d) except as contemplated by Sections 3.02, 4.01 and 4.02, do any act that would make it impossible to carry on the business of the Partnership;

(e) except as contemplated by Sections 4.01, 4.02 and 4.03, dispose of the goodwill or the business of the Partnership; or

(f) assign the property of the Partnership in trust for creditors to pay the Indebtedness of the Partnership.

Each Partner agrees that it will indemnify the Partnership and the other Partner against any and all damages to which the Partnership or such other Partner may be or become subject arising out of or resulting from the breach by such Partner of this Section 4.04.

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ARTICLE V

Management and Operations of Partnership

SECTION 5.01. The Governing Committee. (a) General. Except as otherwise provided in the other Operative Documents or as reserved to the Partners under this Agreement, the business and affairs of the Partnership shall be managed under the direction of a Governing Committee of five individuals appointed by the Partners (the “Governing Committee”). Any power not delegated pursuant to a policy of delegation adopted by the Governing Committee shall remain with the Governing Committee. Approval by or action taken by the Governing Committee in accordance with this Agreement shall constitute approval or action by the Partnership and shall be binding on each Partner.

(b) Members of the Governing Committee; Voting; etc. (i) The Diebold Partner shall appoint three members of the Governing Committee. The IBM Partner shall appoint two members of the Governing Committee. Each Partner shall be entitled to name an alternate member to serve in the place of any member appointed by such Partner should any such member not be able to attend a meeting or meetings. Each member or alternate member shall be entitled to cast one vote. Each member or alternate member shall be a present or former employee of the designating Partner’s Parent or one of its Subsidiaries (except that former employees must be reasonably acceptable to the other Partner). Each member or alternate member shall serve at the pleasure of the designating Partner. Each Partner shall bear any cost incurred by any person designated by it to serve on the Governing Committee, and no member of the Governing Committee shall be entitled to compensation from the Partnership for serving in such capacity.

(ii) Each Partner shall notify the Partnership and the other Partner of the name, business address and business telephone and telecopier numbers of each member and each alternate member that such Partner has appointed to the Governing Committee. Each Partner shall promptly notify the Partnership and the other Partner of any change in such Partner’s appointments or of any change in any such address or number.

(iii) Except as otherwise specified in Section 4.02, the Governing Committee may take action by the affirmative vote of a majority of its members. The quorum necessary for any meeting of the Governing Committee shall be the number of members needed to approve any action.

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(iv) Any action taken by a member of the Governing Committee shall, so far as the other Partner is concerned, be deemed to have been duly authorized by the Partner appointing such member. Each appointment by a Partner to the Governing Committee shall remain in effect until the Partner making such appointment notifies the Partnership and the other Partner of a change in such appointment. The resignation or removal of a member of the Governing Committee shall not invalidate any act of such member taken before the giving of written notice of the removal or resignation of such member.

(c) Meetings; etc. (i) Meetings of the Governing Committee shall be held at the principal offices of the Partnership or at such other place as may be determined by the Governing Committee. Regular meetings of the Governing Committee shall be held (A) prior to the end of the first full Fiscal Year, on a monthly basis, (B) after the end of the first full Fiscal Year but prior to the end of the third full Fiscal Year, on a bimonthly (every two months) basis and (C) thereafter, on a quarterly basis, in each case on such dates and at such times as shall be determined by the Governing Committee. Special meetings of the Governing Committee may be called by either Partner on at least five days’ notice to each member thereof, which notice shall state the purpose or purposes for which such meeting is being called. The failure to specifically identify any action to be taken or business to be transacted at a special meeting shall not invalidate any action taken or any business transacted at such special meeting. The actions taken by the Governing Committee at any meeting, however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the member as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. A vote of the Governing Committee may be taken either in a meeting of the members thereof or by written consent. A meeting of the Governing Committee may be held by conference telephone or similar communications equipment by means of which all individuals participating in the meeting can be heard by all other participants.

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(ii) Any representative of either Partner at a meeting may bring a reasonable number of nonvoting observers (including lawyers and accountants).

(iii) The Governing Committee may establish reasonable rules and regulations to (A) require officers to call meetings and perform other administrative duties, (B) limit the number and participation of observers and to require them to observe confidentiality obligations and (C) otherwise provide for the keeping of minutes and other internal Governing Committee governance not inconsistent with the terms of this Agreement.

(d) Partners May Act. Nothing in this Section 5.01 shall derogate from the power of the Partners to agree in writing to cause the Partnership to act.

(e) Partnership May Act. Nothing in this Agreement shall prohibit, derogate from or otherwise limit the ability of the Partnership (i) to incur any Indebtedness which is expressly without recourse to the Partners and for which the instrument or document creating or evidencing such Indebtedness includes a statement waiving any right, whether by statute, common law or otherwise, to proceed with respect to such Indebtedness against the Partners or (ii) to pursue any business opportunity in any area within the authorized scope of the Partnership as set forth in Section 2.05(b). Except as specified in Section 4.02(d) and (e), nothing in this Agreement shall prohibit, derogate from or otherwise limit the ability of the Governing Committee to delegate to any officer of the Partnership the authority vested in it to manage the business and affairs of the Partnership.

SECTIONS 5.02. Officers. (a) General. The officers of the Partnership shall be a President and such other officers as may be determined by the Governing Committee from time to time to be necessary or advisable in the conduct of the business and affairs of the Partnership. Subject to the provisions of Section 4.02, the officers of the Partnership shall be appointed and shall be subject to removal without cause by the Governing Committee. Any individual may hold more than one office. Any officer of the Partnership may also serve as an officer, employee or agent of a Partner, a Parent or any of their Affiliates. All officers of the Partnership shall (i) report to the President (except that he shall report to the Governing Committee), (ii) have the powers and duties set forth in this Section 5.02 or as otherwise prescribed by the Governing Committee, (iii) serve for the term designated by the

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Governing Committee, subject to removal as provided above, and (iv) attend meetings of the Governing Committee as requested. Each of the initial officers of the Partnership shall have the power and authority to execute and deliver in the name and on behalf of the Partnership each of the Operative Documents to which the Partnership is a party.

(b) President. The President shall (i) be the Chief Executive Officer of the Partnership who shall have the usual powers, duties and responsibilities incident thereto, subject to additions, modifications and deletions thereof from time to time by the Governing Committee and those powers and responsibilities specifically reserved hereunder to the Partners and the Governing Committee, (ii) oversee the conduct of the business and affairs of the Partnership, subject to the control of the Governing Committee, and (iii) see that all orders and resolutions of the Governing Committee are carried into effect.

SECTION 5.03. Dispute Resolution. Whenever a member of the Governing Committee proposes in good faith that the Governing Committee consent to an action described in Section 4.02 or 4.03 or either Partner proposes in good faith that the other Partner consent to an action described in Section 4.01(b) and the Governing Committee or such other Partner does not so consent, the following shall apply:

(i) Such dispute may, at the option of either Partner, be submitted for discussion and possible resolution, during a 12-day period commencing on the date of such decision by the Governing Committee or such other Partner, to the chief executive officer of Diebold (or any other member of the senior management of Diebold designated by the chief executive officer of Diebold) and the President of the Services Sector Division of IBM (or any other member of the senior management of IBM designated by the Senior Vice President, IBM U.S., of IBM).

(ii) If there has been no resolution of a dispute relating to an action described in Section 4.03 within such 12-day period, the decision of the majority of the Governing Committee may be put into effect at any time thereafter.

(iii) If there has been no resolution of a dispute relating to an action described in Section 4.01(b) or 4.02 within such 12-day period, such dispute may, at the option of either Partner, be submitted, at any time

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during the ten day period following the expiration of such 12-day period, for discussion and possible resolution, to the executive committee of the Board of Directors of Diebold or its designee and the chief executive officer of IBM or his designee.

(iv) If there has been no resolution of a dispute within the 12-day period following the date of the submission of such dispute in accordance with clause (iii) above, then either Partner may declare that there is an impasse (an “Impasse”) for the purposes of Section 5.06 by written notice to the other Partner. Upon the irrevocable exercise of a Dispute Put or a Dispute Call pursuant to Section 5.06, the action or proposal which resulted in the declaration of an Impasse may be put into effect.

Any person designated to replace any named officer for the purposes of this Section 5.03 shall have the authority to resolve the dispute to be submitted on behalf of the IBM Partner or the Diebold Partner, as the case may be.

SECTION 5.04. Insurance. The Partnership shall maintain insurance against such liabilities and other risks associated with the conduct by the Partnership of its operations and in such amounts as is generally maintained by companies engaged in a business similar to that of the Partnership.

SECTION 5.05. Employee and Officer Confidentiality Agreements. The Partnership shall enter into confidentiality agreements with each of its officers and employees and each seconded employee sufficient to enable the Partnership to fully comply with its obligations under the Confidentiality Agreements.

SECTION 5.06. Unresolved Disputes. (a) IBM Dispute Put. If an Impasse has been declared pursuant to Section 5.03, the IBM Partner shall have the right (unless the IBM Partner shall have previously Concurred) to require the Diebold Partner to purchase all the IBM Partner’s interest in the Partnership (the “Dispute Put”) at a purchase price equal to the Purchase Price. The Dispute Put shall be exercisable by written notice from the IBM Partner to the Diebold Partner during the 90-day period commencing on the day following the date of the notice declaring an Impasse (the “Dispute Put Exercise Notice”). If the Diebold Partner does not Concur within ten days of receipt of the Dispute Put Exercise Notice, the Diebold Partner shall be

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irrevocably obligated to purchase from the IBM Partner, and the IBM Partner shall be irrevocably obligated to sell (subject to Sections 5.07 and 9.04) to the Diebold Partner, all the IBM Partner’s interest in the Partnership at the Purchase Price calculated as of the date of the Dispute Put Exercise Notice.

(b) Diebold Dispute Call. (i) If an Impasse has been declared pursuant to Section 5.03, the Diebold Partner shall have the right (unless the Diebold Partner shall have previously Concurred) to require the IBM Partner to sell all the IBM Partner’s interest in the Partnership (the “Dispute Call”) at the Purchase Price. The Dispute Call shall be exercisable by written notice from the Diebold Partner to the IBM Partner during the 90-day period commencing on the day following the date of the notice declaring an Impasse (the “Dispute Call Exercise Notice”). If the IBM Partner does not Concur within ten days of receipt of the Dispute Call Exercise Notice, the IBM Partner shall be irrevocably obligated to sell (subject to Sections 5.07 and 9.04) to the Diebold Partner, and the Diebold Partner shall be irrevocably obligated to purchase from the IBM Partner, all the IBM Partner’s interest in the Partnership at the Purchase Price calculated as of the date of the Dispute Call Exercise Notice.

(c) Closing and Payment. (i) The closing of the purchase pursuant to the Dispute Put shall occur as promptly as practicable (subject to Section 5.07) but in any event within six months of the date of the Dispute Put Exercise Notice on a date (subject to Section 5.07) and at a place mutually acceptable to each Partner. Payment of the Purchase Price with respect to a Dispute Put shall be made by the Diebold Partner, at its option, to the IBM Partner either (A) in U.S. dollars by wire transfer of immediately available funds or (B) with a promissory note of Diebold which shall (1) be payable in U.S. dollars, (2) mature on the fifth anniversary of the date of the Dispute Put Exercise Notice, (3) bear interest at the Prime Rate as in effect from time to time payable on a quarterly basis, (4) provide for level annual payments of principal, (5) be prepayable without penalty and (6) rank pari passu with all senior unsecured obligations of Diebold.

(ii) The closing of a purchase pursuant to the Dispute Call shall occur as promptly as practicable (subject to Section 5.07) but in any event within nine months of the date of the Dispute Call Exercise Notice on a date (subject to Section 5.07) and at a place mutually acceptable to each

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Partner. Payment of the Purchase Price with respect to a Dispute Call shall be made by the Diebold Partner, at its option, to the IBM Partner either (A) in U.S. dollars by wire transfer of immediately available funds or (B) with a promissory note of Diebold which shall (1) be payable in U.S. dollars, (2) mature on the nine-month anniversary of the date of the Dispute Call Exercise Notice, (3) bear interest at the Prime Rate as in effect from time to time payable on a quarterly basis, (4) be prepayable without penalty and (5) rank pari passu with all other senior unsecured obligations of Diebold.

(d) Assignment by the Diebold Partner to Diebold. The Diebold Partner may assign its rights and obligations under this Section 5.06 to Diebold or, if Diebold is primarily liable for payment of the Purchase Price, to any Subsidiary of Diebold.

(e) Remaining Rights of the IBM Partner. Prior to the closing of a purchase pursuant to this Section 5.06, the IBM Partner shall remain a partner in the Partnership and shall retain all its rights and obligations under this Agreement. Upon the closing of a purchase pursuant to this Section 5.06, the IBM Partner shall no longer be a partner in the Partnership.

(f) Expenses. The fees and expenses of the appraiser or the investment banking firm for determining the Fair Market Sales Value under this Section 5.06 shall, in case the Dispute Put or the Dispute Call is consummated, be paid equally by the Partners or, in case the IBM Partner shall (i) rescind a Dispute Put pursuant to Section 9.04 or (ii) Concur, be paid by the IBM Partner.

SECTION 5.07. Right of First Refusal. (a) Right of First Refusal. During the six-month period commencing on the date of a Dispute Put Exercise Notice or a Dispute Call Exercise Notice, the IBM Partner shall have the right to offer and, subject to this Section 5.07, to sell its interest in the Partnership to any independent third-party that makes a good faith written offer (subject to no financing contingency) to pay cash for the IBM Partner’s interest and which Person has the financial capacity to consummate the proposed purchase. The IBM Partner shall give the Diebold Partner a copy of the third-party’s offer (the “Sale Notice”) stating the price offered for the IBM Partner’s interest in the Partnership (the “Sale Price”) and setting forth in reasonable detail the proposed material terms, provisions and conditions of the proposed sale (the “Sale

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Terms”). Prior to any such sale, the Diebold Partner shall have the right, exercisable by written notice within 30 days of the date of the Sale Notice, to purchase the IBM Partner’s interest in the Partnership at the Sale Price and on the Sale Terms (the “Right of First Refusal”). If the Diebold Partner exercises the Right of First Refusal, the Diebold Partner shall be irrevocably obligated to purchase from the IBM Partner, and the IBM Partner shall be irrevocably obligated to sell to the Diebold Partner, all the IBM Partner’s interest in the Partnership at the Sale Price and on the Sale Terms. If the Diebold Partner does not exercise the Right of First Refusal, the IBM Partner may sell its interest in the Partnership to the proposed purchaser on terms and conditions in the aggregate no less favorable to the IBM Partner than the Sale Price and the Sale Terms. The IBM Partner shall give the Diebold Partner written notice of the closing of such sale not later than the day following such closing. The purchaser of the IBM Partner’s interest in the Partnership shall be admitted as a “Partner” in the Partnership upon such purchaser’s execution and delivery (to the Partnership and the Diebold Partner) of a document or documents pursuant to which such purchaser assumes all the rights, powers and obligations of the IBM Partner under this Agreement and the Participation Agreement.

(b) Sale Pursuant to Section 5.06. If the IBM Partner shall not sell its interest in the Partnership pursuant to this Section 5.07 (either to the Diebold Partner or any other Person), the Diebold Partner shall purchase the IBM Partner’s interest in the Partnership at the Purchase Price in accordance with Section 5.06.

(c) Assignment by the Diebold Partner to Diebold. The Diebold Partner may assign its rights and obligations under this Section 5.07 to Diebold or, if Diebold is primarily liable for payment of the Purchase Price, to any Subsidiary of Diebold.

(d) Remaining Rights of the IBM Partner. Prior to the closing of a sale pursuant to this Section 5.07, the IBM Partner shall remain a partner in the Partnership and shall retain all its rights and obligations under this Agreement. Upon the closing of a sale pursuant to this Section 5.07, the IBM Partner shall no longer be a partner in the Partnership.

(e) Expenses. In the case of a sale pursuant to this Section 5.07, the fees and expenses of the appraiser or the investment banking firm for determining the Fair Market Sales Value under Section 5.06 shall be paid equally by the Partners.

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ARTICLE VI

Capital Contributions, Distributions and Allocations

SECTION 6.01. Initial Capital Contributions. On the Closing Date, the Partnership was formed and the Diebold Assets were contributed to the Partnership and the IBM Assets were contributed to the Partnership. The initial balances of the respective Capital Accounts of the Partners is set forth on Schedule 6.01.

SECTION 6.02. Additional Capital Contributions by the Diebold Partner. (a) Contribution and Preferred Return. After the Closing Date and on or prior to the second anniversary of the Closing Date, the Diebold Partner hereby agrees that it will contribute, from time to time as required, up to $10,000,000 in cash to the Partnership (the “Additional Contributions”) to the extent and in the amounts necessary to fund the Projected Cash Requirements of the Partnership during the following month. Additional Contributions shall commence accruing a preferred return on the outstanding balance of such Additional Contributions at the Prime Rate on the second anniversary of the Closing Date, which preferred return shall compound on a quarterly basis and be paid in accordance with Section 6.05.

(b) Recourse for Additional Contributions. Prior to the second anniversary of the Closing Date, the Diebold Partner shall have no recourse to the IBM Partner for repayment of any Additional Contribution. Commencing on the second anniversary of the Closing Date, the Diebold Partner, in the event of the dissolution or liquidation of the Partnership, shall have recourse to the IBM Partner for repayment of the Additional Contributions and accrued preferred return to the extent of the deficit balance, if any, in IBM Partner’s Capital Account in an amount equal to the amount determined by multiplying (i) the IBM Partner’s Percentage Interest in the Partnership times (ii) the amount of any Additional Contribution and accrued preferred return remaining unrepaid after distribution of the assets of the Partnership upon such dissolution or liquidation. The obligation of the IBM Partner pursuant to the preceding sentence shall be deemed to be an obligation to contribute capital to the Partnership for purposes of determining the IBM Partner’s Adjusted Capital Account pursuant to Section 6.15. To the extent any assets are received with

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respect to the Partnership after dissolution or liquidation, such assets will be distributed to the Partners in a manner that would put the Partners in the same position they would have been in had no payment been made by IBM pursuant to this paragraph.

(c) Refinancing. The Diebold Partner shall have the right, commencing on the second anniversary of the Closing Date, to request the Partnership to repay the then unrepaid Additional Contributions and accrued preferred return out of the proceeds of Indebtedness incurred by the Partnership for such purpose. Prior to the fourth anniversary of the Closing Date, any such Indebtedness shall not bear interest at a rate in excess of 1% over the Prime Rate as in effect from time to time. After the fourth anniversary of the Closing Date, there shall be no restriction as to the interest rate on the Indebtedness used to repay any Additional Contributions.

SECTION 6.03. Loans by the Diebold Partner to Fund the Projected Cash Requirements. (a) Working Capital Loans. After the Diebold Partner has made all Additional Contributions required by or is no longer obligated to make any Additional Contributions under Section 6.02, the Diebold Partner hereby agrees that it will extend, from time to time as required, one or more loans to the Partnership in a total principal amount that shall not, together with the total of the Additional Contributions then unrepaid, exceed $20,000,000 (the “Working Capital Loans”) to the extent and in the amount necessary to fund the Projected Cash Requirements of the Partnership during the following month. The Working Capital Loans shall accrue interest on the outstanding principal balance of such Working Capital Loans at the Prime Rate as from time to time in effect, which interest shall be payable quarterly on the last day of each Fiscal Quarter, and shall mature on the fourth anniversary of the Closing Date. Interest on the Working Capital Loans shall compound on a quarterly basis to the extent not paid. In the discretion of the Governing Committee, the Working Capital Loans may be repaid out of cash flow from operations prior to any cash distributions to the Partners under Section 6.05.

(b) Recourse for Working Capital Loans. The Diebold Partner, in the event of the dissolution or liquidation of the Partnership, shall have recourse to the IBM Partner for repayment of the Working Capital Loans in an amount equal to the amount determined by multiplying (i) the IBM Partner’s Percentage Interest in the Partnership times

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(ii) the amount of any Working Capital Loan remaining unpaid after the completion of the distribution of the assets of the Partnership upon such dissolution or liquidation.

(c) Refinancing. The Diebold Partner shall have the right, commencing on the second anniversary of the Closing Date, to request the Partnership to repay the then outstanding Working Capital Loans out of the proceeds of Indebtedness incurred by the Partnership for such purpose. Prior to the fourth anniversary of the Closing Date, any such Indebtedness shall not bear interest at a rate in excess of 1% over the Prime Rate as in effect from time to time. After the fourth anniversary of the Closing Date, there shall be no restriction as to the interest rate on the Indebtedness used to repay any Working Capital Loan.

SECTION 6.04. Allocation of Net Profits and Loss. (a) The Net Profits of the Partnership shall be allocated between the Partners in the following order of priority:

(i) Net Profits for the period from the Closing Date through March 31, 1991 (the “First Fiscal Period”) shall be allocated (A) to the Diebold Partner up to $5,000,000 and (B) any Net Profits in excess of $5,000,000 for such period shall be allocated 70% to the Diebold Partner and 30% to the IBM Partner;

(ii) Net Profits for the Fiscal Quarter ending June 30, 1991 (the “Second Fiscal Period”) shall be allocated (A) to the Diebold Partner up to $5,000,000, (B) any Net Profits for the Second Fiscal Period in excess of $5,000,000 shall be allocated to the IBM Partner up to a total of $2,143,000 and (C) any Net Profits for the Second Fiscal Period in excess of $7,143,000 shall be allocated 70% to the Diebold Partner and 30% to the IBM Partner;

(iii) Net Profits for the Fiscal Quarter ending September 30, 1991 (the “Third Fiscal Period”) shall be allocated (A) to the Diebold Partner up to $5,000,000, (B) any Net Profits for the Third Fiscal Period in excess of $5,000,000 shall be allocated to the IBM Partner up to a total of $2,143,000 and (C) any Net Profits in excess of $7,143,000 for the Third Fiscal Period shall be allocated 70% to the Diebold Partner and 30% to the IBM Partner; and

(iv) Net Profits after the Third Fiscal Period shall be allocated 70% to the Diebold Partner and 30% to the IBM Partner.

(b) Any Net Loss of the Partnership for any Fiscal Quarter shall be allocated 70% to the Diebold Partner and 30% to the IBM Partner.

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SECTION 6.05. Distributions. (a) All distributions of Partnership cash or other property to the Partners (including on dissolution of the Partnership) shall be made at the times and in the amounts determined by the Governing Committee and, except as provided in Sections 6.05(b) and 10.03, shall be distributed 70% to the Diebold Partner and 30% to the IBM Partner.

(b) Subject to Section 10.03, distributions of Partnership cash to the Partners shall be allocated in the following amounts and in the following priorities:

(i) until any Additional Contribution by the Diebold Partner made pursuant to Section 6.02, together with any accrued preferred return thereon, shall have been repaid in full, all cash distributions shall be made to the Diebold Partner, first to pay all accrued and unpaid preferred return and then to repay all outstanding Additional Contributions;

(ii) thereafter, cash distributions up to the amount, if any, of the Net Profits for the First Fiscal Period shall be distributed to the Partners in the proportion that the Net Profits for the First Fiscal Period are allocated to the Partners pursuant to Section 6.04(a)(i);

(iii) thereafter, cash distributions up to the amount, if any, of the Net Profits for the Second Fiscal Period shall be distributed to the Partners in the proportion that the Net Profits for the Second Fiscal Period are allocated to the Partners pursuant to Section 6.04(a)(ii);

(iv) thereafter, cash distributions up to the amount, if any, of the Net Profits for the Third Fiscal Period shall be distributed to the Partners in the proportion that the Net Profits for the Third Fiscal Period are allocated to the Partners pursuant to Section 6.04(a)(iii); and

(v) thereafter, cash distributions to the Partners shall be distributed 70% to the Diebold Partner and 30% to the IBM Partner.

(c) Payments of principal of and interest on the Working Capital Loans are not distributions to the Diebold Partner for the purpose of this Section 6.05.

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SECTION 6.06. No Interest. Except as set forth in Section 6.02 and 6.05, no interest shall be payable to the Partners on their capital contributions or otherwise in respect of the capital of the Partnership.

SECTION 6.07. Capital Accounts. (a) There shall be established for each Partner on the books of the Partnership a capital account (a “Capital Account”). A Partner’s Capital Account shall be credited with (i) the amount of any cash contributed by such Partner to the Partnership, (ii) the fair market value of any property contributed by such Partner to the Partnership (net of any liabilities secured by such property that the Partnership is considered to assume or take subject to under Section 752 of the Code) and (iii) the amount of any Gross Income and Tax Profits, or items thereof, allocated to such Partner pursuant to Sections 6.08, 6.09, 6.10 and 6.11 and a Partner’s Capital Account shall be decreased by (i) the amount of any Tax Losses, or items thereof, allocated to such Partner pursuant to Sections 6.08, 6.09 and 6.10 and (ii) the amount of cash and the fair market value of any property (net of any liabilities secured by such property that such Partner is considered to assume or take subject to under Section 752 of the Code) distributed to such Partner pursuant to this Article VI. A Partner’s Capital Account also shall be adjusted appropriately to reflect any other adjustments required pursuant to Treasury Regulation Sections 1.704-1(b) and 1.704-1T(b) (or any successor provisions).

(b) In the event that all or any part of a Partner’s interest in the Partnership is transferred, the transferee of such interest shall succeed to the transferor’s Capital Account attributable to such interest.

(c) For purposes of this Agreement, the Partners agree that (i) the gross fair market value of each Diebold Asset as of the date of its contribution to the Partnership is as set forth on Schedule 6.01 and (ii) the gross fair market value of each IBM Asset as of the date of its contribution is as set forth on Schedule 6.01.

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SECTION 6.08. Allocations of Tax Profits and Tax Losses. (a) Gross Income. Subject to Section 6.09, Gross Income of the Partnership for each Fiscal Year shall be allocated to the Partners as follows:

(i) first, for any Fiscal Year ending on or after the second anniversary of the Closing Date, to the Diebold Partner to the extent of the excess, if any, of the unrepaid Additional Contributions made by Diebold over its Special Capital Account balance as of the end of such Fiscal Year (before any allocations pursuant to this Section 6.08);

(ii) second, to the Diebold Partner to the extent of the excess, if any, of the aggregate amount of preferred return, if any, that has accrued with respect to any Additional Contributions over the amount of Gross Income previously allocated to such Partner pursuant to this Section 6.08(a)(ii);

(iii) third, to the Partners pro rata to the extent of the aggregate excess, if any, of the amount of Net Profits allocated to each Partner pursuant to Section 6.04(a)(i) over the amount of Gross Income previously allocated to such Partner pursuant to this Section 6.08(a)(iii);

(iv) fourth, to the Partners pro rata to the extent of the aggregate excess, if any, of the amount of Net Profits allocated to each Partner pursuant to Section 6.04(a)(ii) over the amount of Gross Income previously allocated to such Partner pursuant to this Section 6.08(a)(iv); and

(v) fifth, to the Partners pro rata to the extent of the aggregate excess, if any, of the amount of Net Profits allocated to each Partner pursuant to Section 6.04(a)(iii) over the amount of Gross Income previously allocated to such Partner pursuant to this Section 6.08(a)(v).

(b) Allocation of Tax Profits. Subject to Section 6.09, the Tax Profits derived by the Partnership for each Fiscal Year shall, after giving effect to all Capital Account adjustments attributable to contributions and distributions made during such Fiscal Year, be allocated among the Partners as follows:

(i) first, to the Partners in an amount up to their aggregate Level One Deficiencies, in proportion to their respective Level One Deficiencies;

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(ii) second, to the Partners in an amount up to their aggregate Level Two Deficiencies, if any, first, in such a manner as to cause their respective Level One Excess Amounts to be in the same proportion to each other as are their respective Level Two Preference Amounts and, thereafter, in proportion to their respective remaining Level Two Deficiencies;

(iii) third, to the Partners in an amount up to their aggregate Level Three Deficiencies, if any, first, in such a manner as to cause their respective Level Two Excess Amounts to be in the same proportion to each other as are their respective Level Three Preference Amounts and, thereafter, in proportion to their respective remaining Level Three Deficiencies;

(iv) fourth, to the Partners in an amount up to their aggregate Level Four Deficiencies, if any, first, in such a manner as to cause their respective Level Three Excess Amounts to be in the same proportion to each other as are their respective Level Four Preference Amounts and, thereafter, in proportion to their respective remaining Level Four Deficiencies;

(v) fifth, to the Partners in the amounts and in the proportions necessary to cause their respective Level Four Excess Amounts, if any, to bear the same ratio to each other as do their respective Percentage Interests; and

(vi) sixth, to the Partners, pro rata, in accordance with their respective Percentage Interests.

(c) Allocation of Tax Losses. Subject to Section 6.09, the Tax Losses of the Partnership for each Fiscal Year shall, after giving effect to all Capital Account adjustments attributable to contributions and distributions made during such year, be allocated among the Partners as follows:

(i) first, to the Partners in an amount up to their aggregate Level Four Excess Amounts, if any,

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first, in such a manner as to cause their respective Level Four Excess Amounts to be in the same proportion to each other as are their respective Percentage Interests and, thereafter, in proportion to their respective Percentage Interests;

(ii) second, to the partners in an amount up to their aggregate Level Three Excess Amounts, if any, first, in such a manner as to cause their respective Level Three Excess Amounts to be in the same proportion to each other as are their respective Level Four Preference Amounts and, thereafter, in proportion to their respective remaining Level Three Excess Amounts;

(iii) third, to the Partners in an amount up to their aggregate Level Two Excess Amounts, if any, first, in such a manner as to cause their respective Level Two Excess Amounts to be in the same proportion to each other as are their respective Level Three Preference Amounts and, thereafter, in proportion to their respective remaining Level Two Excess Amounts;

(iv) fourth, to the Partners in an amount up to their aggregate Level One Excess Amounts, if any, first, in such a manner as to cause their respective Level One Excess Amounts to be in the same proportion to each other as are their respective Level Two Preference Amounts and, thereafter, in proportion to their respective remaining Level One Excess Amounts; and

(v) fifth, to the Partners, pro rata, in accordance with their respective Percentage Interests.

(d) Any reference to a Special Capital Account balance, Level One Deficiency, Level Two Excess Amount, Level One Preference Amount, Level One Deficiency, Level Two Excess Amount, Level Two Preference Amount, Level Three Deficiency, Level Three Excess Amount, Level Three Preference Amount, Level Four Deficiency, Level Four Excess Amount, or Level Four Preference Amount in any subsection of this Section 6.08 for purposes of the allocation of Tax Profits or Tax Losses for any Fiscal Year shall mean such amount determined by taking into account any allocations required under Section 6.09 and any preceding subsection of this Section 6.08 for such Fiscal Year.

SECTION 6.09. Code Section 704(b) Limitations. If any special allocations of items of income or deductions are required pursuant to Section 6.09(b), 6.09(c)

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or 6.09(d)(ii) below for any Fiscal Year, then (A) the Tax Profits or Tax Losses of the Partnership for such year shall be computed based upon the remaining amount of all items of Partnership income, gain, loss and deduction for such year and (B) the resulting amount of Tax Profits or Tax Losses shall be allocated among the Partners as provided in Section 6.08.

(a) Allocation of Minimum Gain. This Section 6.09(a) is intended to satisfy, and shall be interpreted in a manner consistent with, the requirements of Treasury Regulation Sections 1.704-lT(b)(4)(iv)(b) and 1.704-1T(b)(4)(iv)(h)(3) (or any successor provisions).

(i) Allocation of Minimum Gain Attributable to Distributions. To the extent that an increase in Minimum Gain of the Partnership arises from a Partnership Nonrecourse Liability borrowing that is used to make distributions to Partners, then such increase in Minimum Gain will be allocated to the Partners that receive such distributions in amounts equal to the distributions so received. To the extent that an increase in Minimum Gain arises from a Partner Nonrecourse Liability borrowing that is used to make distributions to partners that bear the economic risk of loss associated with such Partner Nonrecourse Liability, then the portion of such increase in Minimum Gain attributable to such distributions will be allocated to such Partners in amounts equal to the distributions so received.

(ii) Allocation of Minimum Gain Attributable to Deductions. To the extent that an increase in Minimum Gain is not attributable to distributions described in Section 6.09(a)(i), such an increase in Minimum Gain shall result in nonrecourse deductions in amounts equal to the amounts of such deductions allocated to such Partners. To the extent that an increase in Minimum Gain attributable to Partner Nonrecourse Liabilities results in nonrecourse deductions, such increase in Minimum Gain shall be allocated between the Partners that bear the economic risk of loss for such Partner Nonrecourse Liabilities in accordance with the ratios in which such Partners share such economic risk of loss.

(b) Minimum Gain Chargeback. Before any other allocation of Partnership items, the following special allocation of items of Gross Income may be required. First,

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if there is a net decrease during the Partnership Fiscal Year in Minimum Gain attributable to Partnership Nonrecourse Liabilities, each Partner shall be allocated Gross Income for such Fiscal Year (and, if necessary, for subsequent years) in proportion to and to the extent of such Partner’s Chargeback Amount calculated with respect only to Partnership Nonrecourse Liabilities. Then, if there is a net decrease during the Partnership Fiscal Year in Minimum Gain attributable to Partner Nonrecourse Liabilities, each Partner shall be allocated items of Gross Income for such Fiscal Year (and, if necessary, for subsequent years) in proportion to and to the extent of such Partner’s Chargeback Amount calculated with respect only to Partner Nonrecourse Liabilities and calculated after making any special allocations required by the preceding sentence. This Section 6.09(b) is intended to satisfy, and shall be interpreted in a manner consistent with, the requirements of Treasury Regulation Sections 1.704-lT(b)(4)(iv)(e) and 1.704-lT(b)(4)(iv)(h)(4) (or any successor provisions).

(c) Allocation of Deductions Attributable to Partner Nonrecourse Liabilities. For any Partnership Fiscal Year, the determination of the items of Partnership loss, deduction and Code Section 705(a)(2)(B) expenditure that constitute nonrecourse deductions attributable to Partner Nonrecourse Liabilities must be made before determining which deductions constitute nonrecourse deductions with respect to Partnership Nonrecourse Liabilities. Notwithstanding Section 6.08 hereof, all such nonrecourse deductions attributable to a Partner Nonrecourse Liability must be allocated to the Partner that bears the risk of loss for such Partner Nonrecourse Liability. This Section 6.09(c) is intended to satisfy, and shall be interpreted in a manner consistent with, the requirements of Treasury Regulation Section 1.704-1T(b)(4)(iv)(h)(2) (or any successor provision).

(d) Qualified Income Offset. This Section 6.09(d) is intended to constitute a “qualified income offset” within the meaning of, and shall be interpreted and applied in a manner consistent with, Treasury Regulation Section 1.704-1(b)(2)(ii)(d) (or any successor provisions).

(i) If the allocation of any Tax Losses (or item thereof) for any Fiscal Year pursuant to Section 6.08 hereof would cause or increase a deficit balance in the Adjusted Capital Account of a Partner as of the end of such Fiscal Year, then the portion of such Tax Losses that would have such effect shall instead be specially

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allocated to the Partners having a positive balance in their Adjusted Capital Accounts as of the end of such Fiscal Year.

(ii) If at the end of any Fiscal Year there is a deficit balance in the Adjusted Capital Account of any Partner, then Gross Income for such Fiscal Year shall be specially allocated to such Partner to the extent necessary to eliminate such deficit.

SECTION 6.10. Distribution in Kind. If any assets of the Partnership are distributed in kind, each such asset shall be valued to determine the amount of Tax Profits or Tax Losses that would result if such asset were to be sold at its fair market value as of the distribution date (taking into account Section 7701(g) of the Code), and such hypothetical Tax Profits or Tax Losses shall be allocated among the Capital Accounts of the Partners in accordance with Section 6.08 and 6.09.

SECTION 6.11. Depreciation Recapture. Any Net Profits arising from a capital transaction that are characterized as ordinary income pursuant to Section 1245 or 1250 or any other applicable provision of the Code or any investment tax credit recapture shall, to the extent possible, be allocated to the Partners who were allocated the deductions or investment tax credit giving rise to such ordinary income or recapture amount, respectively; provided, however, that if the ordinary income that would otherwise be allocated to any Partner pursuant to this sentence would exceed the Tax Profits otherwise allocable to such Partner pursuant to Section 6.08, such excess shall be reallocated among the remaining Partners in the same proportion as Tax Profits are allocated to them pursuant to Section 6.08.

SECTION 6.12. Federal Income Tax Allocations. Sections 6.08, 6.09, 6.10 and 6.11 provide for the allocation of Tax Profits and Tax Losses for Capital Account maintenance purposes. The Partnership’s ordinary income and losses and capital gains and losses as determined for Federal income tax purposes (and each item of income, gain, loss or deduction entering into the computation thereof) shall be allocated to the Partners in the same proportions as the corresponding “book” items are allocated pursuant to Sections 6.08 and 6.09. Notwithstanding the foregoing sentence, Federal income tax items relating to Section 704(c) Property shall be allocated among the Partners in accordance with Code Section 704(c) to take into account the difference between the fair market value and the tax

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basis of such Section 704(c) Property as of the date of its contribution to the Partnership. Items described in this Section 6.12 shall be neither be credited nor charged to the Partners’ Capital Accounts.

SECTION 6.13. Allocation Between Assignor and Assignee Partners. If any interest in the Partnership is assigned or transferred during any Partnership Fiscal Year, then the assignor and assignee shall each be entitled to receive distributions pursuant to Article VI or allocations of Tax Profits and Tax Losses pursuant to Sections 6.08 and 6.09, as follows:

(a) Unless the assignor or assignee shall agree otherwise and so provide in the instruments of assignment, distributions shall be made to the person owning such interest on the date of the distribution; and

(b) Subject to applicable Treasury Regulations, Tax Profits and Tax Losses shall be allocable based upon the number of days each person holds such interest during such Fiscal Year.

SECTION 6.14. Fiscal Year. The Fiscal Year of the Partnership for tax and accounting purposes shall be the calendar year.

SECTION 6.15. Certain Definitions. The following terms shall have the following meanings for purposes of this Agreement:

“Adjusted Capital Account” of any partner as of the end of any Fiscal Year shall be equal to such Partner’s Capital Account balance (whether positive or negative) as of the end of such Fiscal Year, (i) increased by the sum of (A) the amount, if any, which such Partner is obligated to contribute to the Partnership pursuant to Section 6.02 or any other provision of this Agreement, (B) such Partner’s share of Minimum Gain attributable to Partnership Nonrecourse Liabilities as of the end of such Fiscal Year, (C) such Partner’s share of Minimum Gain attributable to Partner Nonrecourse Liabilities as of the end of Fiscal Year and (D) the amount, if any, for which such Partner is personally liable with respect to liabilities of the Partnership as of the end of such Fiscal Year (except to the extent that such amount would duplicate the amount of any increase under clause (A) or (C) above) and (ii) decreased by such Partner’s share of the

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reasonably expected net adjustments, allocations and distributions described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

“Chargeback Amount” of any Partner as of the end of a Fiscal Year means the greater of (i) the portion of the Partner’s share of any net decrease in Minimum Gain attributable to the disposition during such year of Partnership property subject to any nonrecourse debt of the Partnership and (ii) the deficit balance, if any, in such Partner’s Adjusted Capital Account at the end of such year.

“Gross Income” for any Fiscal Year shall mean the aggregate amount of items of gross income of the Partnership for such Fiscal Year for Federal income tax purposes, increased by the amount of any tax-exempt income of the Partnership for such Fiscal Year.

“Level Four Amount” of any Partner means the sum of such Partner’s Level Four Preference Amount and its Level Three Amount.

“Level Four Deficiency” of any Partner means the excess, if any, of such Partner’s Level Four Amount over the positive balance of such Partner’s Special Capital Account.

“Level Four Excess Amount” of any Partner means the excess, if any, of the positive balance of such Partner’s Special Capital Account over its Level Four Amount.

“Level Four Preference Amount” of any Partner for any Fiscal Year means the maximum amount, if any, that could be distributed to such Partner pursuant to Section 6.05(b)(iv) as of the end of such Fiscal Year (taking into account all distributions actually made during such year).

“Level One Deficiency” of any Partner means the excess, if any, of such Partner’s Level One Preference Amount over the positive balance of such Partner’s Special Capital Account.

“Level One Excess Amount” of any Partner means the excess, if any, of the positive balance of such Partner’s Special Capital Account over its Level One Preference Amount.

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“Level One Preference Amount” for the IBM Partner shall equal zero and for the Diebold Partner for any Fiscal Year means the maximum amount, if any, that could be distributed to the Diebold Partner pursuant to Section 6.05(b)(i) as of the end of such Fiscal Year (taking into account all distributions actually made during such year).

“Level Three Amount” of any Partner means the sum of such Partner’s Level Three Preference Amount and its Level Two Amount.

“Level Three Deficiency” of any Partner means the excess, if any, of such Partner’s Level Three Amount over the positive balance of such Partner’s Special Capital Account.

“Level Three Excess Amount” of any Partner means the excess, if any, of the positive balance of such Partner’s Special Capital Account over its Level Three Amount.

“Level Three Preference Amount” for any Partner for any Fiscal Year means the maximum amount, if any, that could be distributed to such Partner pursuant to Section 6.05(b)(iii) as of the end of such Fiscal Year (taking into account all distributions actually made during such year).

“Level Two Amount” of any Partner means the sum of such Partner’s Level Two Preference Amount and its Level One Preference Amount.

“Level Two Deficiency” of any Partner means the excess, if any, of such Partner’s Level Two Amount over the positive balance of such Partner’s Special Capital Account.

“Level Two Excess Amount” of any Partner means the excess, if any, of the positive balance of such Partner’s Special Capital Account over its Level Two Amount.

“Level Two Preference Amount” for any Partner for any Fiscal Year means the maximum amount, if any, that could be distributed to such Partner pursuant to Section 6.05(b)(ii) as of the end of such Fiscal Year (taking into account all distributions actually made during such year).

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“Minimum Gain” shall equal the amount of Gross Income, if any, that would be realized by the Partnership if it sold each Partnership property subject to any nonrecourse debt for an amount equal to the amount of the nonrecourse debt secured by such property. For purposes of computing such Gross Income with respect to any property securing more than one liability, the current book value of such property shall be allocated among all such liabilities in the manner set forth in Treasury Regulation Section 1.704-lT(b)(4)(iv)(c).

“Partner Nonrecourse Liability” means any Partnership liability (or portion thereof) that is partner nonrecourse debt of the Partnership as defined in Treasury Regulation Section 1.704-1T(b)(4)(iv)(k)(4).

“Partnership Nonrecourse Liability” means any Partnership liability (or portion thereof) for which no partner bears the economic risk of loss within the meaning of Treasury Regulation Section 1.704-1T(b)(4)(iv)(k)(1).

“Special Capital Account” of any Partner as of the end of any Fiscal Year means such Partner’s Capital Account balance (whether positive or negative) as of the end of such Fiscal Year (after all distributions for such year but, except as provided in Section 6.08(d), before any allocations of tax items for such year other than allocations pursuant to Section 6.09), increased by (i) such Partner’s share of Minimum Gain attributable to Partnership Nonrecourse Liabilities as of the end of such Fiscal Year and (ii) such Partner’s share of Minimum Gain attributable to Partner Nonrecourse Liabilities as of the end of such Fiscal Year.

“Tax Profits” and “Tax Losses” of the Partnership for any Fiscal Year shall mean the taxable income and tax loss of the Partnership for Federal income tax purposes for such year (without regard to the separate statement requirement of Section 703(a)(1)), increased by the amount of any tax-exempt income of the Partnership during such year and decreased by the amount of any Code Section 705(a)(2)(B) expenditures (within the meaning of Treasury Regulation Section 1.704-1(b)(2)(iv)(i)) of the Partnership during such Fiscal Year; provided, however, that, (A) Tax Profits and Tax Losses shall be computed without regard to (i) the amount of Gross Income that is specially

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allocated pursuant to Section 6.08(a), (ii) the amount of any item of Gross Income or deduction that is specially allocated pursuant to Sections 6.09(b), 6.09(c), 6.09(d)(ii) and 6.09(e) and (iii) the separate statement requirement of Section 703(a)(1) of the Code and (B) in the case of Section 704(c) Property (as defined below), depreciation for such Fiscal Year shall be an amount equal to (x) the depreciation for Federal income tax purposes with respect to such Section 704(c) Property for such Fiscal Year multiplied by (y) a fraction (i) the numerator of which is the fair market value of such Section 704(c) Property on the date of contribution (or revaluation) and (ii) the denominator of which is the adjusted basis of such Section 704(c) Property on the date of contribution (or revaluation) for Federal income tax purposes; provided, however, that if such adjusted basis is zero, depreciation shall be computed in a manner consistent with the method that would be used for tax purposes if the adjusted basis were greater than zero. The term “Section 704(c) Property” shall mean the Diebold Assets, the IBM Assets and any other property contributed to the Partnership that has a tax basis for Federal income tax purposes on the date of its contribution that differs from its fair market value on such date and any Partnership property that is revalued pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(f). For purposes of calculating Tax Profits or Tax Losses arising from any capital transaction involving Section 704(c) Property, the book value of such Section 704(c) Property shall be deemed to be its fair market value on the date of contribution or revaluation less the accumulated depreciation (calculated in accordance with the second preceding sentence) arising after that date with respect to such Section 704(c) Property.

ARTICLE VII

Accounting and Taxation

SECTION 7.01. Accrual Basis. The books and records of the Partnership shall be kept on an accrual basis.

SECTION 7.02. Maintenance of Books of Account. The Partnership shall keep or cause to be kept at its principal office or where the Governing Committee designates full and complete books of account. The books of account

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shall be maintained in a manner that provides sufficient assurance that transactions of the Partnership are recorded so as to comply with all applicable laws and to permit (a) the preparation of the Partnership’s financial statements in accordance with GAAP consistently applied and (b) the Partners to account for their interest in the Partnership in accordance with GAAP and GAAS.

SECTION 7.03. Financial Statements. (a) Annual Statements. As soon as practicable following the end of each Fiscal Year (and in any event not later than 60 days after the end of such Fiscal Year), the Partnership shall prepare and deliver to each Partner and the Governing Committee a balance sheet of the Partnership as of the end of such Fiscal Year and the related statements of operations, Partners’ capital accounts and cash flow of the Partnership for such Fiscal Year (or similar statements if such statements change as the result of changes in GAAP), together with appropriate notes to such financial statements, and in each case setting forth in comparative form the corresponding figures for the preceding Fiscal Year and for the budget for the Fiscal Year just completed. Such financial statements shall be accompanied by the report of the Accountants to the effect that such financial statements have been prepared in conformity with GAAP applied on a basis consistent with prior years (except for the initial year of the Partnership or as otherwise specified in such report). The Partnership shall conduct its business so that such report of the Accountants shall not contain any qualifications as to the scope of the audit or with respect to the Partnership’s compliance with GAAP consistently applied, except for the initial year of the Partnership or for changes in methods of accounting in which such Accountants concur. At the same time, the Partnership shall deliver (at the Partnership’s sole expense) to each Partner a report indicating such Partner’s share of all items of income, gain, loss, deduction and credit of the Partnership for such Fiscal Year on a GAAP basis and for Federal income tax purposes and any other financial information related to the Partnership which is requested by either Partner for Federal, state, local or foreign tax purposes.

(b) Quarterly Statements. As soon as practicable following the end of each Fiscal Quarter (and in any event not later than 30 days after the end of such Fiscal Quarter), the Partnership shall prepare and deliver to each Partner and the Governing Committee a balance sheet of the Partnership as of the end of such Fiscal Quarter and the related statements of operations, Partner’s capital accounts

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and cash flow of the Partnership for such Fiscal Quarter and for the Fiscal Year to date (or similar statements if such statements change as the result of changes in GAAP), in each case setting forth in comparative form the corresponding figures for the preceding Fiscal Quarter, for the Fiscal Quarter corresponding to the Fiscal Quarter just completed and for the budget for such Fiscal Quarter and for the Fiscal Year to date. At such time, the Partnership shall deliver (at the Partnership’s sole expense) to each Partner an estimate of such Partner’s share of all items of income, gain, loss, deduction and credit of the Partnership for such Fiscal Quarter and for the Fiscal Year to date for Federal income tax purposes. Such financial statements shall be accompanied by (i) a certificate of the principal accounting or financial officer of the Partnership to the effect that such financial statements have been prepared under such officer’s supervision and that, although such financial statements do not contain the footnotes and other disclosures required to be presented in interim financial statements by GAAP, such financial statements, in such officer’s judgment, fairly present the financial condition and results of operations of the Partnership as of the date and for the periods indicated, subject to normal recurring year-end audit adjustments, and (ii), for the First, Second and Third Fiscal Periods, a report of the Accountants with respect thereto based on a limited review not constituting an audit pursuant to Statement of Auditing Standards No. 36.

(c) Monthly Statements. As soon as practicable following the end of each calendar month (and in any event not later than 15 days after the end of such month), the Partnership shall prepare and deliver to each Partner and the Governing Committee a balance sheet of the Partnership as of the end of such month and the related statements of operations and cash flows for such month and for the Fiscal Year to date, together with a revised estimate of the results of operations for such Fiscal Year, and in each case setting forth in comparative form the corresponding figures for the budget for the Fiscal Year to date.

(d) IBM Information. To the extent that IBM does not provide any information generated by IBM reasonably required by the Partnership in order to prepare the financial statements referred to in the preceding paragraphs of this Section 7.03 on a timely basis, the period of time within which the financial statements for which it is provided shall be extended appropriately.

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SECTION 7.04. Other Reports and Inspection. The Partnership shall furnish promptly to either Partner such other documents, reports, financial data and other information as such Partner may reasonably request. The Partnership shall, upon reasonable prior notice and during normal business hours without unreasonably interfering with normal day-to-day activities of the Partnership and its employees, make available to either Partner or its representatives or designees all properties, assets, books of account, corporate records and contracts of the Partnership, and any other material requested by such Partner, for inspection and, in the case of books of account, corporate records and contracts, copying and shall use its best efforts to make available to such Partner the officers, employees, customers, independent accountants and vendors of the Partnership for interviews to verify any information furnished or to enable either Partner to otherwise review the Partnership and its operations.

SECTION 7.05. Taxation. (a) Characterization. The Partners intend that the Partnership shall be treated as a partnership for Federal, state, local and foreign income and franchise tax purposes and shall take all reasonable action, including the amendment of this Agreement and the execution of other documents, as may be reasonably required to qualify for and receive treatment as a partnership for Federal income tax purposes.

(b) Tax Matters Partner. (i) The Diebold Partner shall be the Tax Matters Partner of the Partnership within the meaning of Section 6231(a)(7) of the Code and shall act in any similar capacity under applicable state, local or foreign law (the “Tax Matters Partner”). The Tax Matters Partner shall take such action as may be reasonably necessary to constitute the other Partner a “notice partner” within the meaning of Section 6231(a)(8) of the Code. The Tax Matters Partner shall notify the other Partner of all material matters that come to its attention in its capacity as Tax Matters Partner. The Tax Matters Partner shall take no action related to tax audit or contest matters without the prior approval of the other Partner. As long as the Tax Matters Partner is not grossly negligent and acts in good faith pursuant to instructions it receives from the Governing Committee and with the consent of the other Partner, the Partnership shall indemnify and hold harmless the Tax Matters Partner from and against any and all expenses reasonably incurred by the Tax Matters Partner in connection with any activities undertaken by it in its capacity as the Tax Matters Partner.

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This Section 7.05(b) is not intended to authorize the Tax Matters Partner to exercise or limit any right that is exercisable by the other Partner under Sections 6222 through 6233 of the Code.

(c) Tax Returns. (i) The Tax Matters Partner shall cause the Accountants to prepare and file on a timely basis the Federal tax returns of the Partnership. On or before the earlier of (A) 45 days before the due date thereof (determined with regard to any extension) of each such return and (B) such date as is requested by the other Partner, the Tax Matters Partner shall transmit copies thereof to the other Partner for review. The Tax Matters Partner shall not cause any such tax return to be filed by or on behalf of the Partnership unless the other Partner has consented to its filing; provided, however, that if the other Partner does not consent to the filing of any such tax return at least 15 days before the due date thereof, the Tax Matters Partner (x) shall promptly submit any disputed issues to the Accountants for resolution, such resolution to be binding upon all the Partners, and (y) may, in the event that the Accountants are unable to resolve such dispute at least five days before the due date thereof, (1) file such return after considering in good faith any comments previously received from such Partner and (2) incorporate the Accountants’ resolution into an amended return within a reasonable time after the Accountants resolve such dispute.

(ii) The Tax Matters Partner shall cause state, local and any other tax returns required to be filed by the Partnership to be prepared and filed on a timely basis. The other Partner shall be consulted in connection with such return preparation and filing, and, to the extent appropriate, the Accountants or other accounting firms shall assist with such preparation and filing.

(d) Section 754 Election. The Partnership shall elect for its first taxable year to adjust the basis of Partnership property pursuant to Code Section 754.

SECTION 7.06. Deposit of Funds. All funds of the Partnership not otherwise employed shall be (a) deposited from time to time to its credit in such banks or trust companies or other depositories or (b) invested in such other short-term investments as the Governing Committee shall select, or as may be selected by any authorized officer or agent of the Partnership. The funds of the Partnership shall not be commingled with the funds of either Partner or any Affiliate of either Partner.

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ARTICLE VIII

Initial Actions

SECTION 8.01. Partnership Actions. The Partners hereby authorize the Partnership to execute and deliver the Operative Documents to which it is to be a party, and ratify execution and delivery of all Operative Documents to which the Partnership is a party which have been previously executed and delivered.

SECTION 8.02. Initial Members of the Governing Committee. (a) The initial representatives of the Diebold Partner on the Governing Committee are set forth on Schedule 8.02(a).

(b) The initial representatives of the IBM Partner of the Governing Committee are set forth on Schedule 8.02(b).

SECTION 8.03. Officers. The initial officers of the Partnership are set forth on Schedule 8.03.

ARTICLE IX

Transfer of or Liens on Interests

SECTION 9.01. Limitation. (a) General Rule. Except as provided in Section 5.06, 5.07, 9.02 and 9.03, a Partner may not Transfer, or subject or suffer to exist any Lien on, all or any part of its interest in the Partnership except with the prior written consent of the other Partner (which may be withheld in such Partner’s sole discretion) or as otherwise permitted by this Agreement, and any attempt to do so shall be void. If either Partner purports to Transfer, or subjects or suffers to exist any Lien on, any part of its interest in the Partnership otherwise than as permitted by this Agreement and such purported Transfer or Lien is not effectively revoked, rescinded or removed within 30 days of the date upon which the Partnership or the other Partner gives such Partner written notice of objection to such purported Transfer or Lien such other Partner shall, in addition to all other remedies available to it, have the right by written notice to the transferring Partner to treat such Partner as a Breaching Partner under Section 10.01.

(b) Exception. A Partner may, upon 30 days’ notice to the other Partner, Transfer all its interest to a

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corporation (i) incorporated in a domestic jurisdiction other than the domestic jurisdiction of incorporation or organization of the other Partner, (ii) 100% directly or indirectly owned by such Partner’s Parent, (iii) that (A) has not conducted any business, (B) has no outstanding Indebtedness or other obligations and (C) is not a party to or bound by any contract or other document, in each case, other than necessary or appropriate incidents of corporate existence and qualification or pursuant to and in connection with such Transfer and (iv) that assumes, and agrees to pay, perform and discharge, all the obligations of the transferring Partner under the Operative Documents and any other relevant documents. To confirm the foregoing, as well as compliance with paragraph (c) below and the power and authority of the transferee, the non-transferring Partner may condition the closing of the Transfer on receiving such documents (including documents comparable, where appropriate, to those received with respect to the transferring Partner on the Closing Date) as it reasonably requests. Upon such closing, such transferee shall be, and such transferor shall cease to be, a “Partner”.

(c) 708 Limitation. Notwithstanding any provision in this Agreement to the contrary, without the consent of the other Partner (which shall not be unreasonably withheld) no Partner may Transfer all or any part of its interest in the Partnership, whether directly or indirectly, voluntarily or by operation of law (other than a Transfer pursuant to a Put or a Call), if such transaction would cause a technical termination of the Partnership pursuant to Section 708(b)(1)(B) of the Code.

SECTION 9.02. IBM Partner Puts. (a) Default Put. (i) The IBM Partner shall have the right, by written notice to the Diebold Partner during the occurrence and continuance of an Diebold Default that remains uncured 30 days after notification by the IBM Partner to the Diebold Partner of the Diebold Default or, if later, the determination of a Diebold Default pursuant to Section 9.05, to require the Diebold Partner to purchase all the IBM Partner’s interest in the Partnership (the “Default Put”) at the Purchase Price. The Default Put shall be exercisable by written notice from the IBM Partner to the Diebold Partner (the “Default Put Exercise Notice”). Upon receipt of the Default Put Exercise Notice, the Diebold Partner shall be irrevocably obligated to purchase from the IBM Partner, and the IBM Partner shall be irrevocably obligated to sell (subject to Section 9.04) to the Diebold Partner, all the IBM Partner’s interest in the Partnership at the Purchase Price calculated as of the date of the Default Put Exercise Notice.

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(ii) As used in this Section 9.02(a), “Diebold Default” means (A) the failure of the Diebold Partner to make any capital contribution or to provide any loan required to be made or to be provided by the Diebold Partner pursuant to Article VI or any capital contribution approved pursuant to Article IV or (B) any default by Diebold or the Partnership (other than a default of the Partnership caused by the IBM Partner or its Affiliates) under any Operative Document or any other manufacturing, marketing, research and development or other material agreement to which Diebold and the Partnership are parties which is sufficient to allow a nondefaulting party to terminate such agreement.

(b) Change of Control Put. (i) The IBM Partner shall have the right, by written notice to the Diebold Partner at any time after a Change of Control shall have occurred, to require the Diebold Partner to purchase all the IBM Partner’s interest in the Partnership (the “Change of Control Put”) at the Purchase Price. The Change of Control Put shall be exercisable by written notice from the IBM Partner to the Diebold Partner (the “Change of Control Exercise Notice”). Upon receipt of the Change of Control Exercise Notice, the Diebold Partner shall be irrevocably obligated to purchase from the IBM Partner, and the IBM Partner shall be irrevocably obligated to sell (subject to Section 9.04) to the Diebold Partner, all the IBM Partner’s interest in the Partnership at the Purchase Price calculated as of the date of the Change of Control Exercise Notice.

(ii) As used in this Section 9.02(b), the following terms have the following meanings:

(A) A “Change of Control” shall be deemed to have occurred if (x) any Person or group (within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934) that is a Competitor shall become the owner, beneficially or of record, of capital or other voting securities representing in excess of 20% of the Total Voting Power of Diebold (except for an institutional investor acquiring or proposing to acquire such securities in the ordinary course of business and not with the purpose nor the effect of changing or influencing the control of Diebold and which is qualified to file a Schedule 13G), (y) any Person or group (within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934) other than a Competitor shall become the

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owner, directly or indirectly, beneficially or of record of capital or other voting securities in excess of 40% of the Total Voting Power of Diebold other than as a result of a transaction initiated by Diebold or authorized (before such Person or group acquires more than 5% of the Total Voting Power of Diebold, or publicly announces any tender offer or exchange offer for Diebold securities or publicly announces a proxy contest for the election of members of the Board of Directors of Diebold) by the Board of Directors of Diebold or (z) during any period of two consecutive years, individuals who constitute the Board of Directors of Diebold at the beginning of such period cease for any reason to constitute a majority of the Board of Directors of Diebold, unless each new director was elected by or on the recommendation of a majority of directors then still in office who were directors at the beginning of the period.

(B) “Total Voting Power of Diebold” means the total number of votes that may be cast in the election of directors of Diebold at any meeting of stockholders of Diebold if all capital or other voting securities (assuming full conversion, exchange or exercise of all securities (including rights, warrants, options or convertible debt) convertible into, exchangeable for or exercisable for any securities entitled to vote generally in the election of directors of Diebold) were present and voted at such meeting, other than votes that may be cast only by one class or series of stock (other than common stock or any other class or series of stock to the extent that such other class or series is entitled to vote together as one class with the common stock) that currently has the right to vote or has the right to vote upon the happening of a contingency.

(c) Discretionary Put. The IBM Partner shall have the right, by written notice to the Diebold Partner given within 30 days after July 1, 1995, 1997 or 1999 (the “Discretionary Put Exercise Notice”), to require the Diebold Partner to purchase all the IBM Partner’s interest in the Partnership (the “Discretionary Put”) at the Purchase Price. Upon receipt of the Discretionary Put Exercise Notice, the Diebold Partner shall be irrevocably obligated to purchase from the IBM Partner, and the IBM Partner shall be irrevocably obligated to sell (subject to Section 9.04) to the Diebold Partner, all the IBM Partner’s interest in the Partnership at the Purchase Price calculated as of the date of the Discretionary Put Exercise Notice.

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(d) Closing and Payment. The closing of the purchase pursuant to the Default Put, the Change of Control Put or the Discretionary Put shall occur as promptly as practicable (subject to Section 5.07) but in any event within six months of the Default Put Exercise Notice, the Change of Control Exercise Notice or the Discretionary Put Exercise Notice, as the case may be, on a date and at a place mutually acceptable to each Partner. Payment of the Purchase Price shall be made by the Diebold Partner, at its option, to the IBM Partner (A) in U.S. dollars by wire transfer of immediately available funds or (B) with a promissory note of Diebold which shall (1) be payable in U.S. dollars, (2) mature on the fifth anniversary of the date of the Default Put Exercise Notice, the Change of Control Exercise Notice or the Discretionary Put Exercise Notice, as the case may be, (3) bear interest at the Prime Rate as in effect from time to time payable on a quarterly basis, (4) provide for level annual payments of principal, (5) be prepayable without penalty and (6) rank pari passu with all senior unsecured obligations of Diebold.

(e) Assignment by the Diebold Partner to Diebold. The Diebold Partner may assign its rights and obligations under Section 9.02(a) or (c) to Diebold or, if Diebold is primarily liable for payment of the Purchase Price, to any Subsidiary of Diebold.

(f) Remaining Rights of the IBM Partner. Prior to the closing of a purchase pursuant to this Section 9.02, the IBM Partner shall remain a partner in the Partnership and shall retain all its rights and obligations under this Agreement. Upon the closing of a purchase pursuant to this Section 9.02, the IBM Partner shall no longer be a partner in the Partnership.

(g) Expenses. The fees and expenses of the appraiser or the investment banking firm determining the Fair Market Sales Value under Section 9.02(a) shall be paid by the Diebold Partner and under Section 9.02(b) or (c) shall be paid by the IBM Partner.

SECTION 9.03. Diebold Partner Default Call. (i) The Diebold Partner shall have the right, by written notice to the IBM Partner during the occurrence and continuance of a IBM Default that remains uncured 30 days after notification by the Diebold Partner to the IBM Partner of

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the IBM Default or, if later, the determination of an IBM Default pursuant to Section 9.05 (subject to Section 9.05), to require the IBM Partner to sell all its interest in the Partnership (the “Default Call”) at the Purchase Price. The Default Call shall be exercisable by written notice from the Diebold Partner to the IBM Partner (the “Default Call Exercise Notice”). Upon receipt of the Default Call Exercise Notice, the IBM Partner shall be irrevocably obligated to sell to the Diebold Partner, and the Diebold Partner shall be irrevocably obligated to purchase from the IBM Partner, all the IBM Partner’s interest in the Partnership at the Purchase Price calculated as of the date of the Default Call Exercise Notice.

(ii) The closing of the purchase pursuant to the Default Call shall occur as promptly as practicable (subject to Section 9.05) but in any event within nine months of the date of the Default Call Exercise Notice on a date and at a place mutually acceptable to each Partner. Payment of the Purchase Price shall be made by the Diebold Partner, at its option, to the IBM Partner (A) in U.S. dollars by wire transfer of immediately available funds or (B) with a promissory note of Diebold which shall (1) be payable in U.S. dollars, (2) mature on the nine-month anniversary of the date of the Default Call Exercise Notice, (3) bear interest at the Prime Rate as in effect from time to time payable on a quarterly basis, (4) be prepayable without penalty and (5) rank pari passu with all senior unsecured obligations of Diebold.

(iii) As used in this Section 9.03, “IBM Default” means (x) the failure of the IBM Partner to make any capital contribution required to be made by the IBM Partner pursuant to Section 6.01 or any capital contribution approved pursuant to Article IV or (y) any default by IBM under any Operative Document or any other manufacturing, marketing, research and development or other material agreement to which IBM and the Partnership are parties which is sufficient to allow a nondefaulting party to terminate such agreement.

(iv) The Diebold Partner may assign its rights and obligations under this Section 9.03 to Diebold or, if Diebold is primarily liable for payment of the Purchase Price, to any Subsidiary of Diebold.

(v) Prior to the closing of a sale pursuant to this Section 9.03, the IBM Partner shall remain a partner in the Partnership and shall retain all its rights and obligations under this Agreement. Upon the closing of a sale pursuant to this Section 9.03, the IBM Partner shall no longer be a partner in the Partnership.

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SECTION 9.04. Rescission of a Put or a Call. Notwithstanding anything to the contrary in this Agreement, the IBM Partner shall have the right, to be exercised not more than twice and not within three years from the date of any previous exercise of such right, during the 30-day period commencing on the date of determination of the Fair Market Sales Value, by written notice to the Diebold Partner, to rescind any exercise by it of a Put or, with respect to a Dispute Call, to Concur and thereby cause the rescission of the exercise by the Diebold Partner of the Dispute Call.

SECTION 9.05. Determination of a Default. The procedures for determining the occurrence of a Diebold Default or an IBM Default are as follows. Either Partner (the “Initiating Partner”) may give notice to the other Partner and the other Partner’s Parent (the “Responding Parties”) of the alleged occurrence and continuance of any Diebold Default or any IBM Default, as the case may be, specifying in reasonable detail the nature of such default. Within five Business Days of the date of such written notice, the Responding Parties shall inform the Initiating Partner as to whether they (a) agree that a Diebold Default or an IBM Default has occurred and is continuing and their proposal for curing such default or (b) disagree that a Diebold Default or an IBM Default has occurred and is continuing. If the Initiating Partner and the Responding Parties are unable to agree as to whether a Diebold Default or an IBM Default has occurred and is continuing and the Management Process Agreement is not applicable to such disagreement, the Initiating Partner may require the dispute resolution procedures set out in Sections 5.03(i) and (iii) be followed. If there has been no resolution of whether a Diebold Default or an IBM Default has occurred and is continuing within the 12-day period following the submission of such dispute as provided for in Section 5.03(iii), then the Initiating Partner may seek to enforce the Default Put or Default Call, as the case may be, by appropriate legal proceedings. The Responding Parties shall bear all costs and expenses of such proceedings if a Diebold Default or an IBM Default is held to have occurred and have been continuing at the commencement of such litigation and the Initiating Partner shall bear all costs and expenses of such litigation if a Diebold Default or an IBM Default is held not to have occurred and have been continuing at the commencement of such litigation.

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ARTICLE X

Dissolution

SECTION 10.01. Dissolution. Unless earlier dissolved, the term of the Partnership shall end on December 31, 2000, and thereupon the Partnership shall be dissolved. Prior to such dissolution and except as provided in Section 10.02, neither Partner shall permit to exist any event of dissolution under applicable law within its control (other than a technical dissolution resulting from a permitted Transfer of an interest in the Partnership and the admission of the transferee and a corresponding withdrawal or reduction in interest of the transferor), and in the event of any event of dissolution of the Partnership, other than a dissolution caused by a permitted Transfer, the Partners agree to cause the reformation of the Partnership in the form existing immediately prior to such event of dissolution forthwith; provided, however, that if the Partnership is dissolved (whether as the result of a voluntary or involuntary event, including the bankruptcy or dissolution of a Partner, affecting a Partner or the Partnership), and the Partnership cannot be reformed with the Partners existing prior to such dissolution due to a Partner’s failure or refusal to so reform the Partnership (the “Breaching Partner”), then the other Partner (the “Remaining Partner”) may, after complying with any requirement of law, continue the business of the Partnership with the property of the Partnership and under the same Partnership name and subject to the terms and conditions of this Agreement and the Breaching Partner shall be deemed to have withdrawn from the Partnership effective as of the date of such dissolution of the Partnership; provided further that the Remaining Partner shall pay to such Breaching Partner an aggregate amount equal to the positive value in its Capital Account and amounts payable pursuant to Section 6.02, if any, at the time of dissolution and such Breaching Partner shall have no further right, title and interest in, to or under this Agreement or the Partnership other than the right to receive such payments. The Remaining Partner shall retain, in addition, its rights to seek damages from the Breaching Partner for breach of its obligations hereunder.

SECTION 10.02. Dissolution by Agreement. At the end of the term of the Partnership, or if the Partners decide to dissolve the Partnership at any earlier time, the Partners shall proceed as promptly as practicable in a manner which is reasonably expected to maximize the value of the Partnership to the Partners, (i) first, to sell the

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business of the Partnership as a going concern, (ii) second, to sell any portion or portions of the business of the Partnership as a going concern, (iii) third, to dispose of the property of the Partnership (including any Intellectual Property) for cash and cash equivalent items and (iv) fourth, to distribute all assets to the Partners in kind (including cash and cash equivalents); provided that nothing in this sentence shall be deemed to supersede the terms of or create rights not expressly provided in any Operative Document or other agreement to which the Partnership and either Parent or its respective Affiliates are parties which relate to Intellectual Property. In connection with any sale under the preceding sentence either Partner may bid for or purchase all or any of the business or properties of the Partnership. Unless otherwise agreed the assets distributed in kind shall be distributed to the partners pro rata as co-owners. Each of the Partners shall be furnished with a statement setting forth the assets and liabilities of the Partnership as of the date of the complete liquidation. The Accountants shall review the final accounting and shall render their opinion with respect thereto. If, upon dissolution, the assets of the Partnership are insufficient to pay and discharge all debts, liabilities and obligations of the Partnership as to which the Partners have joint liability, the Partners shall pay such liabilities (subject to 6.02(b)) in the proportion of 70% by the Diebold Partner and 30% by the IBM Partner (and a Partner paying more than its proportion shall have a right of contribution from the other Partner), and such payments shall be deemed to be capital contributions to the Partnership.

SECTION 10.03. Distributions upon Dissolution. Notwithstanding anything to the contrary in Section 6.05 or this Article X, upon dissolution of the Partnership the business and assets of the Partnership shall be distributed pro rata in accordance with the ratio of the Partners’ respective positive Capital Accounts, as adjusted pursuant to Article VI for all operations of the Partnership up to and including the date of such dissolution until the Partners’ respective Capital Accounts balances are zero and thereafter in accordance with the Partners’ respective Percentages. Any distributions made pursuant to this Section 10.03 shall be made no later than the later of (i) the end of the Fiscal Year during which the dissolution occurs and (ii) 90 days after the date of such dissolution.

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ARTICLE XI

Indemnification and Insurance

SECTION 11.01. Indemnification. The Partnership (but not any Partner) shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of a Partner or the Partnership) by reason of the fact that he is or was or has agreed to become a member of the Governing Committee an executive officer of the Partnership or is or was serving or has agreed to serve at the request of the Partnership as a director, officer, employee or agent of another partnership, corporation, joint venture, trust or other enterprise by reason of any action alleged to have been taken in any such capacity, against costs, charges, expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Partnership, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not meet the standard set forth above. The rights granted under this Section 11.01 shall inure to the benefit of the successors, heirs and personal representatives of the individuals entitled to the benefit of this indemnity. Such indemnification shall be a contract right and shall include the right to be paid advances of any expenses incurred by such individual in connection with such action, suit or proceeding.

SECTION 11.02. Insurance. The Partnership may purchase and maintain insurance against any liability that may be asserted against any Person entitled to indemnity pursuant to Section 11.01.

SECTION 11.03. Indemnification of the Partners. Except as otherwise expressly provided in any Operative Document, each Partner agrees to, and does hereby, indemnify and hold harmless the other Partner, and to the extent set forth below each Affiliate of the other Partner, from and against all claims, causes of action, liabilities, payments,

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obligations, expenses (including without limitation reasonable fees and disbursements of counsel) or losses, except as otherwise expressly provided in any Operative Document (collectively, “claims, liabilities and losses”) arising out of a liability or obligation of the Partnership to the extent necessary to accomplish the result that neither Partner (together with its Affiliates) shall bear any portion of a liability or obligation of the Partnership in excess of 70% in the case of the Diebold Partner and 30% in the case of the IBM Partner. The Partnership agrees to, and does hereby, indemnify and hold harmless the Partners, and to the extent set forth below each Affiliate of the Partners, from all claims, liabilities and losses arising out of a liability or obligation of the Partnership. Without limiting the generality of the foregoing, a claim, liability or loss shall be deemed to arise out of a Partnership liability or obligation if it arises out of or is based upon the conduct of the business of the Partnership or the ownership of the property of the Partnership and, in any event, arises after its formation. The foregoing indemnification shall be available to an Affiliate of either Partner with respect to a claim, liability or loss arising out of a Partnership liability or obligation which is paid or incurred by such Affiliate as a result of such Affiliate directly or indirectly owning or controlling a Partner or as a result of the fact that an individual employed or engaged by the Partnership, or a seconded employee, is also a director, officer or employee of such Affiliate. The foregoing shall not inure to the benefit of either Partner (or any Affiliate of either Partner) in respect of any claim, liability or loss which (a) arises out of or is based upon the gross negligence or willful misconduct of such Partner (or an Affiliate of such Partner) or such Partner’s exceeding its authority to act as a Partner under this Agreement or (b) is a tax, levy or similar governmental charge not imposed upon the Partnership or on its property. It is understood and agreed that, for the purposes of the foregoing sentence, no claim, liability or loss shall be deemed to arise out of or be based upon the gross negligence or willful misconduct of any Partner (or any of its Affiliates) solely because it arises out of or is based upon the gross negligence or willful misconduct of a director, officer or employee of such Partner or such Affiliate if at the time of such negligence or misconduct such director, officer or employee was a seconded employee or was a member of the Governing Committee.

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ARTICLE XII

Withdrawal Prohibited

SECTION 12.01. Withdrawal Prohibited. Except as contemplated by Section 5.06 or 5.07 or Article IX or X, neither Partner may withdraw from the Partnership without the consent of the other Partner or effect or cause a termination or dissolution of the Partnership.

ARTICLE XIII

Nonrecourse Principles

SECTION 13.01. Nonrecourse Principles. Except as otherwise provided in this Agreement, the Partners shall use their best reasonable efforts to cause all dealings between the Partnership or the Partners and Persons other than the Partners hereto to be structured and documented so that all obligations arising out of such dealings are expressly nonrecourse to each Parent and its Affiliates. The foregoing are the “Nonrecourse Principles”. Each Partner hereby acknowledges and agrees that it will have no recourse against the other Partner (or any of the other Partner’s Affiliates), and hereby waives any right it would otherwise have, by law or otherwise, to proceed against the other Partner as a general partner in the Partnership, with respect to any obligation or liability of the Partnership under any agreement between the Partnership and such Partner or any of its Affiliates.

ARTICLE XIV

Documentary Conventions

SECTION 14.01. Documentary Conventions. The Documentary Conventions set forth in Appendix B are incorporated by reference in this Agreement as if set out fully herein.

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ARTICLE XV

SECTION 15.01. Supersedure of the Predecessor Agreement. The parties agree that this Agreement supersedes and replaces in its entirety the Partnership Agreement dated as of September 12, 1990 (the “Predecessor Agreement”) among the Partners and Diebold and that the Predecessor Agreement is of no further force and effect and the parties shall have no rights under the Predecessor Agreement arising after the date of this Agreement.

IN WITNESS WHEREOF, this Partnership Agreement has been executed and delivered by each Partner as of the date first above written.

DIEBOLD HOLDING COMPANY, INC.,
	by:
		Name:	Robert W. Mahoney
		Title:	President
SSTJ CORPORATION,
	by:
		Name:	William W. K. Rich
		Title:	President

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CapAccts-mg

Rickert

SCHEDULE 6.01

Initial Capital Accounts Balances

	Diebold			IBM			Total
FIXED ASSETS	$	2,500,000		$	2,900,000		$	5,400,000
SOFTWARE		2,000,000			15,400,000			17,400,000
PATENTS		1,500,000			5,700,000			7,200,000
TOTAL	$	6,000,000		$	24,000,000		$	30,000,000
DBD PAYMENT	$	15,000,000			<15,000,000	>		0
TOTAL	$	21,000,000		$	9,000,000		$	30,000,000
		70.0	%		30.0	%		100.0	%

The fair market value of each item within each category of asset shall bear the same relationship to the GAAP book value of that asset as the total fair market value of that asset category bears to the total GAAP book value of that category of asset. If any category of asset has no GAAP book value, the total fair market value of that category shall be divided equally among all assets in that category.

SCHEDULE 8.02(a)

Initial Members of the Governing Committee

Appointed by the Diebold Partner

Robert P. Barone

William T. Blair

Robert J. Warren

SCHEDULE 8.02(b)

Initial Members of the Governing Committee

Appointed by the IBM Partner

John P. Cunningham

Robert M. Stephenson

SCHEDULE 8.03

Initial Officers of the Partnership

Robert P. Barone	President and Chief Executive Officer
Albin W. Warf	Vice President, Development and Manufacturing
Frank G. D’Angelo	Vice President, Software Development and Support
Edgar N. Peterson	Vice President, International Sales and Marketing
Gregg A. Searles	Vice President, U.S. Sales and Marketing
Thorp McConville	Controller

EXHIBIT A

IBM/DIEBOLD JOINT VENTURE PARTNERSHIP

“INTERBOLD”

EXECUTIVE SUMMARY

IBM and Diebold subsidiaries have formed a joint venture partnership, known as InterBold, to provide self-service products for the financial industries, and to grow and expand through the development and advancement of self-service applications and technology. InterBold’s authorized scope of activity encompasses the development, manufacture, marketing, and sale of ATM’s and related devices to financial and other institutions for financial, ticketing, stamp, and benefits applications. It is also authorized to perform research and development work on other self-service applications and on electronic security applications at the request of IBM or Diebold. IBM and Diebold are transferring development, manufacturing, and marketing rights and selected assets for their ATM product lines to InterBold on a worldwide basis. The firm will initially be located in North Canton, Ohio, in facilities to be leased from Diebold.

InterBold will offer a full complement of self-service products, from low-end, cash-dispensing equipment to high-end, full-function ATM’s. In the United States, InterBold and Diebold will market the full product line, with assistance from IBM. Diebold will service IBM, Diebold, and InterBold self-service products in the United States. Outside the United States, IBM will market and service the combined product line.

Future products in the combined product line will be developed by the InterBold development organization in North Canton. This team will also be responsible for ongoing product engineering and engineering support for existing IBM and Diebold products. The development organization will be staffed primarily by existing Diebold ATM development engineers; with contract development support from the IBM labs in Charlotte, North Carolina, and Boeblingen, West Germany being utilized during the transition period.

InterBold will own all rights to manufacture products, but will initially contract manufacturing services to Diebold’s current facility in Newark, Ohio, and IBM’s facilities in Berlin, Germany, and Charlotte, North Carolina.

Diebold will own 70% and IBM 30% of the partnership. The partnership will be governed by a Governing Committee consisting of five voting members—two from IBM and three from Diebold. The officers of InterBold will consist of a President, and such other officers as may be determined by the Governing Committee.

InterBold Confidential

JV6-15 JUNE

1990 JUNE 1, 1990

JV6-16 JUNE 1, 1990

JV6-18 JUNE 1, 1990

JV6-14 JUNE 1, 1990

JOINT VENTURE SALES AND

MARKETING PLAN

The JV’s initial sales and marketing plans are reflected in the U.S. Marketing Agreement and the Non-U.S. Marketing Agreement. The fact that the JV’s plans are reflected in such Agreements shall not affect the contractual rights of the parties under those Agreements.

InterBold Confidential

JOINT VENTURE DEVELOPMENT

AND PRODUCT PLAN

The JV’s initial development and product plans are reflected in the Engineering Services Agreement and the Research and Development Agreements. The fact that the JV’s plans are reflected in such agreements shall not affect the contractual rights of the parties under those agreements.

InterBold Confidential

5. MANUFACTURING PLAN

5.1 SHORT TERM OBJECTIVES & STRATEGIES

5.1.1 OBJECTIVE-PROVIDE THE HIGHEST QUALITY, LOWEST COST PRODUCTS ON SCHEDULE FOR THE WORLD MARKET.

5.1.2 STRATEGY-MAKE THE BEST USE OF MANUFACTURING SKILLS, FACILITIES, AND AVAILABLE PARTS AND SUB ASSEMBLY SOURCES FROM ALL PARTIES.

5.2 KEY ASSUMPTIONS

5.2.1 JOINT VENTURE WILL ASSUME ENGINEERING AND MANUFACTURING SOURCING RESPONSIBILITY FOR MDS 1000 SERIES PRODUCT AND PRODUCT ENGINEERING RESPONSIBILITY FOR TABS 9000 SERIES AND TABS 500/600 SERIES PRODUCTS FROM DIEBOLD.

5.2.2 JOINT VENTURE WILL ASSUME MDS CONTROLLER PRODUCT ENGINEERING AND MANUFACTURING SOURCING RESPONSIBILITY FROM DIEBOLD.

5.2.3 JOINT VENTURE WILL ASSUME PRODUCTION AND ENGINEERING RESPONSIBILITY FOR CURRENT SELF SERVICE PRODUCT SOFTWARE.

5.2.4 JOINT VENTURE WILL ASSUME PRODUCT ENGINEERING AND MANUFACTURING SOURCING RESPONSIBILITY FOR CURRENT IBM SELF SERVICE TERMINAL PRODUCTS FROM IBM.

5.2.5 JOINT VENTURE WILL BE RESPONSIBLE FOR ALL PRODUCT SOURCING DECISIONS ON FUTURE JOINT VENTURE PRODUCTS.

5.2.6 JOINT VENTURE WILL BE RESPONSIBLE FOR PROVIDING ENGINEERING SPECIFICATIONS FOR ALL SERVICE PARTS FOR ALL JOINT VENTURE PRODUCTS.

5.3 PLAN OUTLINE AND SCHEDULE

5.3.1 SOFTWARE PRODUCTS WILL BE PRODUCED AT A LOCATION TO BE DETERMINED.

5.3.2 THE JOINT VENTURE HAS THE RIGHT AND RESPONSIBILITY TO SOURCE ITS PRODUCTS FROM THE MOST COST EFFECTIVE MANUFACTURING SOURCE IN THE U.S. OR OUTSIDE THE U.S. TO SUPPORT ITS WORLDWIDE MARKETS.

5.3.3 PURCHASING

5.3.3.1 THE JOINT VENTURE WILL HAVE PURCHASING PEOPLE ON THE STAFF OF THE VICE PRESIDENT OF RESEARCH AND DEVELOPMENT AND MANUFACTURING. THESE PEOPLE WILL BE RESPONSIBLE FOR ESTABLISHING PURCHASING POLICY, EXECUTION OF THAT POLICY, AND INTERFACING WITH THE PURCHASING FUNCTIONS OF BOTH PARENTS.

5.3.3.2 THE JOINT VENTURE WILL INITIALLY USE THE DIEBOLD PURCHASING SOFTWARE SYSTEM AND ALL THAT SYSTEM’S INTERFACES.

5.3.3.3 PURCHASING SUPPORT WILL BE PROCURED FROM DIEBOLD.

5.3.4 ACCESS TO PARENTS’ VENDORS

5.3.4.1 THE JV AND PARENTS AGREE TO PROVIDE INFORMATION TO THE OTHER, UPON REQUEST, AS TO THEIR SUPPLIERS OR SUBSUPPLIERS FOR PARTS FOR ANY PRODUCTS ASSIGNED TO THE JV, SUBJECT TO ANY CONFIDENTIALITY OBLIGATIONS OF THE JV OR IBM WITH RESPECT TO SUCH SUPPLIERS OR SUBSUPPLIERS. THERE SHALL BE NO OBLIGATION OF A PARTY TO ALLOW SALES BY A SUPPLIER OR SUBSUPPLIER IF IT WOULD REASONABLY BE EXPECTED THAT THE ADDITIONAL PURCHASES MADE FROM SUCH SUPPLIER OR SUBSUPPLIER WOULD INCREASE THE COSTS OF SUCH PARTS TO THE PARTY WHO PROVIDED SUCH INFORMATION.

2

5.3.4.2 THE JOINT VENTURE WILL BE RESPONSIBLE FOR PAYMENT TO SUCH VENDORS FOR ALL SERVICES USED.

5.3.4.3 THE JOINT VENTURE WILL BE RESPONSIBLE FOR ALL ENGINEERING CHANGE NOTIFICATIONS TO THOSE VENDORS FOR ALL ITEMS THAT THE JOINT VENTURE IS SOLE USER.

5.3.4.4 THE DESIGN OWNER OF SHARED ITEMS WILL BE RESPONSIBLE FOR ALL ENGINEERING CHANGE NOTIFICATIONS BOTH TO THE VENDOR AND THE OTHER USERS.

5.3.4.5 ANY VENDOR CHANGE BY EITHER USER OF ANY ITEM MUST BE APPROVED BY ALL USERS, IF THAT CHANGE EFFECTS FORM, FIT, OR FUNCTION.

5.3.5 BERLIN OBLIGATIONS/INTENTIONS (REFER TO MANUFACTURING AGREEMENT)

5.3.6 CHARLOTTE INTENTIONS

5.3.6.1 THE JOINT VENTURE WILL PURCHASE SERVICES FROM CHARLOTTE THROUGH 1991 FOR MANUFACTURE OF CURRENT SELF SERVICE PRODUCTS AND MAJOR ASSEMBLIES BUILT IN CHARLOTTE.

5.3.6.2 THE JOINT VENTURE CAN EXTEND PURCHASING CURRENT CHARLOTTE PRODUCT AS REQUIRED WITH NOTIFICATION OUTSIDE PRODUCT LEAD TIME.

5.3.6.3 THE JOINT VENTURE WILL PURCHASE TECHNICAL SUPPORT SERVICE FROM CHARLOTTE AS REQUIRED.

5.3.6.4 JOINT VENTURE INTENDS THAT CHARLOTTE MANUFACTURING WILL BE GIVEN THE OPPORTUNITY TO COMPETITIVELY BID ON ALL FUTURE JOINT VENTURE PRODUCTS.

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5.3.7 NEWARK OBLIGATIONS AND INTENTIONS

5.3.7.1 THE JOINT VENTURE COMMITS TO MAINTAIN ASSEMBLY OF CURRENT DIEBOLD PRODUCTS WHOSE OWNERSHIP IS ASSIGNED TO THE JOINT VENTURE IN NEWARK THROUGH DECEMBER 31, 1992, OR THROUGH THE ECONOMIC END OF LIFE OF THE PRODUCTS, WHICHEVER IS EARLIEST.

5.3.7.2 THE JOINT VENTURE COMMITS THAT NEWARK MANUFACTURING WILL BE GIVEN THE OPPORTUNITY TO COMPETITIVELY BID ON ALL FUTURE JOINT VENTURE PRODUCTS.

5.3.7.3 THE JOINT VENTURE OR DIEBOLD CAN TERMINATE THE SOURCING AGREEMENT WITH THE NEWARK MANUFACTURING FACILITY BY MEANS OF AN EIGHTEEN MONTH WRITTEN NOTICE FOR ANY PRODUCT OR PRODUCTS.

5.3.7.4 THE JOINT VENTURE CAN EXTEND ITS COMMITMENT TO NEWARK MANUFACTURING FOR CURRENT PRODUCTS BASED ON NEED, PRODUCT COST, AND PRODUCT QUALITY BEYOND 1992 WITH WRITTEN NOTICE OUTSIDE OF AGREED TO PRODUCTION LEAD TIME.

5.3.7.5 NEWARK MANUFACTURING AGREES TO PROVIDE THE CURRENT DIEBOLD PRODUCTS TO THE JOINT VENTURE IN QUANTITIES, AT COST, AND QUALITY LEVELS AGREED UPON BY THE JOINT VENTURE AND NEWARK MANUFACTURING MANAGEMENT FOR

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USE IN ALL JOINT VENTURE WORLDWIDE MARKETS FOR THE PERIOD AGREED TO IN EITHER 5.3.8.1 OR 5.3.8.4 ABOVE.

5.3.7.6 MANUFACTURING LEVELS ARE DEPENDENT ON MARKET DEMAND, THEREFORE, ALL MANUFACTURING OR ASSEMBLY FACILITIES SHOULD BE ACTIVELY PURSUING CONTINGENCY PLANS TO MAINTAIN WORKLOADS.

5.3.8 TRANSFER PRICING TO/FROM PARENTS

5.3.8.1 THE JOINT VENTURE MAY PURCHASE PARTS, ASSEMBLIES, OR PRODUCTS FROM EITHER PARENT AT TOTAL MANUFACTURING COST PLUS A FAIR AND REASONABLE PROFIT.

5.3.8.2 EITHER PARENT MAY PURCHASE PRODUCTION PARTS AND ASSEMBLIES FROM THE JOINT VENTURE AT THE SAME RATE AS DESCRIBED IN 5.3.9.1 ABOVE.

5.3.8.3 TRANSFER PRICE OF PARTS AND ASSEMBLIES IS NOT INTENDED TO ESTABLISH THE PRICING STRUCTURE OF END PRODUCT SOLD BY THE JOINT VENTURE TO EITHER PARENT OR OTHER CUSTOMERS.

5.3.8.4 TRANSFER PRICE OF PARTS AND ASSEMBLIES IS NOT INTENDED TO ESTABLISH PRICING STRUCTURE FOR SERVICE PARTS TO EITHER PARENT OR OTHER CUSTOMERS.

5.3.9 PRODUCT SUPPORT ENGINEERING

5.3.9.1 PRODUCT SUPPORT ENGINEERING IS AN ENGINEERING GROUP SEPARATE FROM MANUFACTURING ENGINEERING

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THAT HAS THE RESPONSIBILITY FOR FIELD QUALITY AND PERFORMANCE OF PRODUCT WITHIN THE DESIGN CRITERIA.

5.3.9.2 PRODUCT SUPPORT ENGINEERING IS ALSO RESPONSIBLE FOR PRODUCT COST REDUCTION THROUGH END OF LIFE.

5.3.9.3 MODIFICATIONS (RPQ’S) OUTSIDE THE DESIGN CRITERIA WILL BE RESPONSIBILITY OF DEVELOPMENT ENGINEERING.

5.3.9.4 SOFTWARE SUPPORT IS THE RESPONSIBILITY OF DEVELOPMENT ENGINEERING.

5.3.9.5 P.E. SUPPORT FOR CURRENT IBM PRODUCTS WILL BE PURCHASED FROM PRODUCT ENGINEERING AT EITHER BOEBLINGEN OR CHARLOTTE. COST WILL BE NEGOTIATED.

5.3.10 ORDER ENTRY/SCHEDULING/FORECASTING

5.3.10.1 SALES ORDER ENTRY INFORMATION WILL BE SUPPLIED TO THE JOINT VENTURE MANUFACTURING FUNCTION BY THE JOINT VENTURE SALES ORDER ENTRY ADMINISTRATIVE FUNCTION FOR ALL END PRODUCTS UNDER THE CONTROL OF JOINT VENTURE MANUFACTURING.

5.3.10.2 FORECASTS WILL BE PROVIDED BY A JOINT FORECASTING FUNCTION OF MANUFACTURING, MARKETING INCLUDING REPRESENTATIVES OF ALL WORLD WIDE AREAS, PRODUCT MANAGEMENT (VOLUME PLANNERS), AND ADMINISTRATION.

5.3.10.3 FORECASTS WILL BE UPDATED MONTHLY AND WILL ALWAYS LOOK FORWARD TO A MINIMUM OF TWELVE MONTHS.

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5.3.11 ORGANIZATION STRUCTURE AND STAFFING

5.3.11.1 FOR ORGANIZATION STRUCTURE SEE ORGANIZATION CHART.

5.3.11.2 STAFFING TO BE DETERMINED.

5.3.12 THIS MANUFACTURING PLAN IS BASED ON THE PRODUCT PLAN AND MUST REMAIN CONSISTENT WITH THE PRODUCT PLAN. CHANGES TO THE PRODUCT PLAN WILL REQUIRE REVIEW OF AND UPDATES TO THIS MANUFACTURING PLAN.

5.3.13 SERVICE PLANNING

5.3.13.1 THE MANUFACTURING PLAN FOR SERVICE PARTS, REPAIRS, AND SUPPORT MUST BE CONSISTENT WITH THE OBJECTIVES OF THE SERVICE PLAN.

THEREFORE, ANY CHANGES IN SERVICE OBJECTIVES MUST BE REVIEWED FOR THEIR IMPACT ON THE MANUFACTURING PLAN.

5.3.13.2 JOINT VENTURE WILL PROVIDE SERVICE PARTS FOR ALL JOINT VENTURE PRODUCTS IN THE MOST COST EFFECTIVE MANNER.

5.3.13.3 JOINT VENTURE WILL PROVIDE SERVICE PARTS LIAISON FOR NON-MANUFACTURED PRODUCTS TO INCLUDE LATEST ENGINEERING REVISION LEVEL INFORMATION AND SUBSTITUTE PART APPROVAL OR VENDOR APPROVAL WHERE REQUIRED.

5.3.13.4 JOINT VENTURE WILL PROVIDE REPAIR/RECONFIGURATION CAPACITY FOR RETURNED WHOLE PRODUCT (RGA)/(S&U).

5.3.13.5 JOINT VENTURE WILL PROVIDE PRODUCT ENGINEERING SUPPORT TO ALL SERVICE FUNCTIONS FOR MDS 1000 SERIES PRODUCT THROUGH

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PRODUCT ENGINEERING (PE). SUPPORT FOR CURRENT IBM PRODUCT WILL BE PURCHASED FROM PE AT EITHER THE BOEBLINGEN OR CHARLOTTE FACILITIES.

COST OF THE PURCHASED SUPPORT WILL BE NEGOTIATED BY JOINT VENTURE MANAGEMENT.

5.3.13.6 JOINT VENTURE WILL PROVIDE PE SUPPORT FOR OUT OF PRODUCTION PRODUCTS IN THE MOST COST EFFECTIVE MANNER.

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7. ADMINISTRATIVE SUPPORT PLAN

7.1 SHORT TERM OBJECTIVES AND STRATEGIES

7.1.1 SHORT TERM OBJECTIVE IS TO ESTABLISH ADMINISTRATIVE SUPPORT FOR THE JOINT VENTURE WITH MINIMAL ASSIGNED RESOURCES. JOINT VENTURE WILL RELY ON EXISTING DIEBOLD PERSONNEL, AND SYSTEMS.

7.1.2 SHORT TERM STRATEGY IS TO UTILIZE DIEBOLD ADMINISTRATIVE PERSONNEL IN THEIR CURRENT POSITION TO SUPPORT JOINT VENTURE MANAGEMENT OPERATIONS. JOINT VENTURE MANAGEMENT WOULD ADD OR TRANSFER PEOPLE AS REQUIRED TO INSURE THE SUCCESS OF THE VENTURE.

7.1.3 SYSTEM SUPPORT FOR ALL ADMINISTRATIVE FUNCTIONS WILL BE PURCHASED FROM DIEBOLD.

7.2 KEY ASSUMPTIONS

7.2.1 JOINT VENTURE IS AN AUTONOMOUS PARTNERSHIP

7.2.2 ADMINISTRATIVE SERVICES WILL BE ABLE TO BE SOLD TO THE JOINT VENTURE WITHOUT ADDING SYSTEMS TO DIEBOLD OR LOSING THE AUTONOMY OF THE JOINT VENTURE. SERVICES PURCHASED FROM EITHER DIEBOLD OR IBM WILL BE NEGOTIATED ANNUALLY BY THE CFO OF THE JV.

7.2.3 CHARGES FOR SERVICES PURCHASED FROM EITHER DIEBOLD OR IBM WILL BE NEGOTIATED ANNUALLY BY THE CFO OF THE JV.

7.3 PLAN OUTLINE AND SCHEDULE

7.3.1 JV FINANCE FUNCTION

7.3.1.1 FINANCE WILL BE UNDER THE DIRECTION OF THE CHIEF FINANCIAL OFFICER OF THE JOINT VENTURE.

7.3.1.2 SYSTEM SUPPORT WILL BE FROM ACCOUNTING IV, THE CURRENT DIEBOLD GENERAL LEDGER SOFTWARE.

7.3.1.3 A SEPARATE LEDGER WITHIN ACCOUNTING IV WILL BE ESTABLISHED TO MAINTAIN RECORDS FOR THE JOINT VENTURE.

7.3.1.4 THE JOINT VENTURE CONTROLLER WILL BE RESPONSIBLE FOR MAINTAINING THE FINANCIAL RECORDS IN ACCOUNTING IV.

7.3.1.5 JV FINANCE STAFF WILL BE JOINT VENTURE EMPLOYEES.

7.3.1.6 INTERNATIONAL MARKETING AND DOMESTIC SALES WILL RECEIVE FINANCIAL AND ADMINISTRATIVE SUPPORT FROM THE JOINT VENTURE CONTROLLERS STAFF. SYSTEM SUPPORT WILL BE PROVIDED THROUGH DIEBOLD SYSTEMS.

7.3.1.7 JOINT VENTURE WILL PAY DIEBOLD FOR FINANCIAL SYSTEM SUPPORT BASED ON CPU USAGE AND SUPPORT TIME REQUIRED.

7.3.2 ORGANIZATION AND STAFFING

7.3.2.1 TO BE DETERMINED.

7.3.3 MIS NEEDS AND STAFFING

7.3.3.1 MIS COMPUTER SERVICES WILL BE PURCHASED FROM DIEBOLD AT A RATE TO BE NEGOTIATED. COST WILL BE BASED ON USAGE AS DETERMINED FROM SYSTEM GENERATED RECORDS WHERE POSSIBLE.

2

WHEN IT IS NOT POSSIBLE TO SEPARATE SYSTEM USAGE BY MEANS OF ACTUAL RECORDS, THE MANAGER RESPONSIBLE FOR THE DEPARTMENT THAT OWNS THE PARTICULAR SYSTEM WILL ESTIMATE COMMITMENT.

7.3.3.2 INITIALLY, ONE MEMBER OF THE MIS ORGANIZATION FROM DIEBOLD WILL BE TRANSFERRED TO THE JOINT VENTURE TO SERVE AS LIAISON. JOINT VENTURE MANAGEMENT WILL DETERMINE LONG RANGE MIS REQUIREMENTS.

7.3.4 FACILITIES MANAGEMENT AND MAINTENANCE

7.3.4.1 FACILITIES MANAGEMENT WILL BE MANAGED BY JOINT VENTURE MANAGEMENT.

7.3.4.2 FACILITIES MAINTENANCE WILL BE THE RESPONSIBILITY OF THE JOINT VENTURE.

7.3.4.3 PHONE SERVICE WILL BE PURCHASED FROM DIEBOLD USING THE EXISTING SYSTEM.

7.3.5 SALES ORDER PROCESSING

7.3.5.1 SALES ORDER PROCESSING WILL BE A JOINT VENTURE FUNCTION FOR JOINT VENTURE PRODUCTS.

7.3.5.2 SALES ORDERS FROM JOINT VENTURE DIRECT SALES WILL BE PROCESSED BY JOINT VENTURE PERSONNEL AT THE NORTH CANTON LOCATION.

7.3.5.3 SALES ORDERS FROM DIEBOLD DIRECT SALES PERSONNEL WILL BE PROCESSED BY DIEBOLD AND PASSED TO THE JOINT VENTURE.

7.3.5.4 SALES ORDERS FROM IBM DIRECT SALES WILL BE PROCESSED BY IBM AND PASSED TO THE JOINT VENTURE.

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7.3.5.5 DIEBOLD SALES ORDER PROCESSING SYSTEM (SOP) WILL BE USED BY THE JOINT VENTURE FOR ENTERING ORDERS FROM SALES TO THE DIEBOLD MANUFACTURING PLANT. JOINT VENTURE WILL PAY DIEBOLD FOR THE USE OF THE SYSTEM BASED ON A NEGOTIATED RATE AND CPU USAGE. THIS WILL MAINTAIN THE LINKS IN PLACE BETWEEN THE SOP SYSTEM AND THE MANUFACTURING SYSTEM.

7.3.5.6 ORDERS PLACED ON THE JOINT VENTURE FROM IBM FOR DIEBOLD MANUFACTURED PRODUCT WILL BE CONSOLIDATED FOR WORLD TRADE AT CHARLOTTE; AND ORDERS FROM DIEBOLD FOR IBM MANUFACTURED PRODUCTS WILL BE CONSOLIDATED IN CANTON. JV WILL PLACE ALL ORDERS FOR IBM MANUFACTURED PRODUCT ON THE CHARLOTTE PROCESSING CENTER.

7.3.6 ASSET MANAGEMENT

7.3.6.1 ACCOUNTS RECEIVABLE WILL BE PROCESSED BY DIEBOLD THROUGH THE CURRENT SYSTEM. THIS SERVICE WILL BE PURCHASED BY THE JOINT VENTURE AT A NEGOTIATED RATE. PURCHASE OF THIS SERVICE WILL INCLUDE BOTH PERSONNEL TIME AND SOFTWARE USE.

7.3.6.2 ACCOUNTS PAYABLE WILL BE ACCOMPLISHED THROUGH THE DIEBOLD ACCOUNTS PAYABLE SYSTEM. THIS SERVICE WILL BE PURCHASED BY THE JOINT VENTURE IN THE SAME MANNER AS ACCOUNTS RECEIVABLE IN 7.3.6.1 ABOVE. A SEPARATE BANK ACCOUNT WILL BE MADE BY DIEBOLD FOR JOINT

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VENTURE ACCOUNTS PAYABLE ALLOWING FOR PROPER SIGNATURE AND PROPER ACCOUNT BALANCING.

7.3.6.3 ASSET BALANCES FOR PROPERTY, PLANT AND EQUIPMENT WILL BE MAINTAINED BY THE JOINT VENTURE USING THE DIEBOLD FIXED ASSET SYSTEM (FAS). THIS SYSTEM IS LINKED TO THE DIEBOLD GENERAL LEDGER SYSTEM; THEREFORE, LINKAGE OF THE JOINT VENTURE ASSETS TO THE JOINT VENTURE LEDGER WILL NEED TO BE ACCOMPLISHED WHEN THE LEDGER IS ESTABLISHED. THIS SERVICE WILL BE PURCHASED IN THE SAME MANNER AS THE A/R AND A/P SYSTEMS IN 7.3.6.1&2 ABOVE. LINKAGE OF THE A/R AND A/P SYSTEMS WILL NEED TO BE ACCOMPLISHED THE SAME AS THE ASSET SYSTEM.

7.3.6.4 CASH INVESTMENTS WILL BE MANAGED BY THE JOINT VENTURE AND ADMINISTERED THROUGH DIEBOLD CASH MANAGEMENT GROUP. JOINT VENTURE WILL BE CHARGED FOR THESE SERVICES BASED ON CASH BALANCES.

7.3.7 HUMAN RESOURCES

7.3.7.1 A HUMAN RESOURCE MANAGER WILL BE TRANSFERRED TO THE JOINT VENTURE FROM DIEBOLD. CLERICAL SUPPORT WILL BE AVAILABLE IN THE JOINT VENTURE. ALL JOINT VENTURE PERSONNEL SUPPORT WILL BE MANAGED WITHIN THE JOINT VENTURE.

7.3.7.2 JOINT VENTURE PAYROLL WILL BE ADMINISTERED BY DIEBOLD, BUT MANAGED BY JOINT VENTURE, WHO WILL CHARGE THE JOINT VENTURE FOR SERVICES BASED ON

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PERSONNEL AND COMPUTER TIME. THE PAYROLL WILL BE MAINTAINED IN A SEPARATE CHECKING ACCOUNT AND COMPUTER PROCESSING FROM THE DIEBOLD PAYROLL.

7.3.7.3 HOSPITALIZATION PLAN CONTENT AND ADMINISTRATION WILL BE DETERMINED BY THE JOINT VENTURE. HOWEVER, THE PLAN WILL MIRROR THE CURRENT DIEBOLD NORTH CANTON PROGRAM. DECISIONS CONCERNING FUNDING WILL BE MADE BY THE JOINT VENTURE.

7.3.7.4 PENSION PLANS WILL BE ADMINISTERED VIA DIEBOLD PROCESS, BUT MANAGED BY JOINT VENTURE PENSION MANAGEMENT. PENSION PLANS WILL BE DETERMINED BY THE JOINT VENTURE AND WILL BE CLOSELY ALIGNED TO THE CURRENT DIEBOLD NORTH CANTON PLANS.

7.3.7.5 STOCK PURCHASE PLANS OR OTHER BENEFIT PLANS WILL BE DETERMINED BY THE JOINT VENTURE MANAGEMENT.

7.3.8 LEGAL

7.3.8.1 LEGAL SUPPORT SERVICES WILL BE PURCHASED FROM DIEBOLD.

7.3.8.2 OUTSIDE LEGAL COUNSEL WILL BE OBTAINED AS REQUIRED.

7.3.9 PURCHASING

7.3.9.1 THE JOINT VENTURE WILL HAVE A BUYER ASSIGNED TO THE STAFF OF THE VICE PRESIDENT OF RESEARCH AND DEVELOPMENT AND MANUFACTURING. THIS PERSON WILL BE RESPONSIBLE FOR DETAILING PURCHASING POLICY, EXECUTING

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THE POLICY, EXECUTING PURCHASE CONTRACTS, AND INTERFACING TO THE PURCHASING SUPPORT FUNCTION AT DIEBOLD.

7.3.9.2 THE JOINT VENTURE WILL UTILIZE THE DIEBOLD PURCHASING SOFTWARE SYSTEM. DIEBOLD WILL CHARGE THE JOINT VENTURE BASED ON PEOPLE AND COMPUTER USE FOR THIS SERVICE.

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InterBold Confidential

6.0 CUSTOMER SERVICE PLANNING AND SUPPORT

6.1 KEY OBJECTIVES

1) DELIVER INDUSTRY LEADING PRODUCTS

• RELIABILITY

• SERVICEABILITY

• MAINTAINABILITY

• INSTALLABILITY

• COST OF SERVICE (COMPETITIVE)

2) ESTABLISH CUSTOMER SERVICE LEVEL OBJECTIVES AND MEASUREMENTS FOR SERVICE PROVIDERS

• RESPONSE TIME

• REPAIR TIME

• REPEAT CALLS

3) PROVIDE CUSTOMER SERVICE SUPPORT PLANS AND/OR SOLUTIONS WORLDWIDE

SVCE CONFIDENTIAL PAGE 1

6.2 KEY ASSUMPTIONS

1) JOINT VENTURE RESPONSIBILITIES/CHARTER

	HARDWARE	SOFTWARE	SERVICE
DEVELOPMENT/ENG.	WORLDWIDE	WORLDWIDE	WORLDWIDE
MANUFACTURING	“	“	“
MARKETING	“	“	“
CUSTOMER SERVICE SUPPORT PLANNING	“	“	“
SALES	TBD	TBD	TBD

2) SERVICE DELIVERY

-     U.S.	DIEBOLD
-     NON-US	IBM

3) JOINT VENTURE WILL LICENSE DIEBOLD/IBM

FOR ALL JOINT VENTURE PRODUCTS/SOFTWARE/SERVICES

SVCE CONFIDENTIAL PAGE 2

6.3 KEY RESPONSIBILITIES

THE CUSTOMER SERVICE SUPPORT PLANNING FUNCTION WILL PROVIDE THE FOLLOWING INPUTS TO ENSURE KEY SERVICE REQUESTS ARE ADDRESSED IN THE JV PRODUCT/MARKET PLANS. THIS GROUP WILL INTERFACE WITH SERVICE PROVIDERS TO ENSURE KEY SERVICE OBJECTIVES ARE ACHIEVED. IN ADDITION, THIS GROUP WILL BE THE SERVICE ADVOCATE WITHIN THE JOINT VENTURE MANAGEMENT STRUCTURE.

	JV	DIEBOLD US	IBM NON-US
SERVICE PHILOSOPHY
-        ON-SITE, MODULE SWAP, DEPOT	X
-        REMOTE DIAGNOSTICS, CSE	X
-        NETWORK EMULATION/INTERFACE	X
SERVICE PLAN
-        RELIABILITY (MTBF, MTBSC)	X
-        SERVICEABILITY (MTTR)	X
-        INSTALLABILITY	X
-        TRAINING PLANNING/SUPPORT	X
•     SKILLS REQ./STAFFING RATIO
•     COURSE DEVELOPMENT/DOCUMENTATION	X
•     DELIVERY (COMPUTER BASED, INSTR.)	X
-        RECOMMENDED SPARE PARTS	X
TECHNICAL SUPPORT
-        CUSTOMER CALL ASSISTANCE	X	X	X
-        TECHNICIAN/ENGINEER CALL/ON-SITE ASSISTANCE	X	X	X
-        REMOTE DIAGNOSTICS AND/OR FIX	X	X	X
-        ENGINEERING CHANGES/RELIABILITY IMPROVEMENT	X	X	X
-        FIELD CHANGE ORDERS/RETRO’S/ MODIFICATIONS	X	X	X
-        END OF LIFE/PHASE OUT SUPPORT	X*

SVCE CONFIDENTIAL PAGE 3

6.3 KEY RESPONSIBILITIES CONT’D

	JV	DIEBOLD	IBM
SERVICE PARTS PLANNING/DELIVERY
-        SOURCING/PROCUREMENT	X
-        MANUFACTURING/REPAIR	X
-        WARRANTY/RETURN/EXCHANGE	X
-        LOGISTICS (STOCKING LEVEL)		X	X
-        DISTRIBUTION (STANDARD/CRITICAL)		X	X
-        EOL/PHASE OUT SUPPORT	X*
MAINTENANCE/SERVICE DELIVERY		X	X

X* JOINT VENTURE TRANSFERS RESPONSIBILITY TO SERVICES (TBD CRITERIA)

SVCE CONFIDENTIAL PAGE 4

6.4 KEY INTERFACES

THE CUSTOMER SERVICE PLANNING AND SUPPORT FUNCTION WILL REQUIRE THE FOLLOWING INTERFACES TO ENSURE THE SERVICE OBJECTIVES FOR THE JOINT VENTURE PRODUCTS ARE MET.

	ENG. DEV.	MKTG.	MFG.	SVCE
SERVICE PHILOSOPHY
-        ON-SITE, MODULE SWAP DEPOT	X	X		X
-        REMOTE DIAGNOSTICS, CSE	X			X
-        NETWORK EMULATION/INTERFACE	X			X
SERVICE PLAN
-        RELIABILITY (MTBF, MTBSC)	X	X		X
-        SERVICEABILITY (MTTR)	X	X		X
-        INSTALLABILITY	X	X	X	X
-        TRAINING PLANNING/SUPPORT
•     SKILLS/REQUIREMENT/STAFFING RATIO				X
•     COURSE DEVELOPMENT/DOCUMENTATION	X			X
•     DELIVERY (COMPUTER BASED, INSTRUCTOR)				X
-        RECOMMENDED SPARE PARTS	X	X	X	X
TECHNICAL SUPPORT
-        CUSTOMER CALL ASSISTANCE	X			X
-        TECHNICIAN/ENGINEER CALL ASSIST.	X			X
-        REMOTE DIAGNOSTICS AND/OR FIX	X			X
-        ENGINEERING CHANGES/RELIABILITY IMPROVEMENT	X		X	X
-        FIELD CHANGE ORDERS/RETROS/MODIFICATIONS			X	X
-        END OF LIFE/PHASE OUT SUPPORT		X	X	X

SVCE CONFIDENTIAL PAGE 5

KEY INTERFACES CONT’D

	DEV.	MKTG.	MFG.	SVCE
SERVICES PARTS PLANNING/DELIVERY
-        SOURCING/PROCUREMENT			X	X
-        MANUFACTURING/REPAIR			X	X
-        WARRANTY (RETURN/EXCHANGE)		X		X
-        LOGISTICS (STOCKING LEVEL)			X	X
-        DISTRIBUTION (STANDARD, CRITICAL)				X
-        EOL/PHASE OUT SUPPORT		X	X	X
MAINTENANCE/SERVICE DELIVERY				X

SVCE CONFIDENTIAL PAGE 6

6.5 JOINT VENTURE ORGANIZATIONAL STRUCTURE AND STAFFING

THE CUSTOMER SERVICE SUPPORT PLANNING FUNCTION WILL BE ORGANIZED AND STAFFED TO EXECUTE THEIR RESPONSIBILITIES (6.3) AS FOLLOWS:

SVCE CONFIDENTIAL PAGE 7

* STAFFING RECOMMENDATION

1	(DAY 1) = 1-3 PEOPLE	1 GEN. MGR. TYPE; 1 ENGINEER; 1 TECHNICIAN
2	(90 DAYS) = 4-8	1 GEN. MGR.; 2 PE/SE ENGINEERS; 2 TECHNICIANS; 1 SECRETARIAL; 2 ANALYST/ PLANNER
3	(180 DAYS) = 8-14	SAME PLUS 3 MANAGERS, 3 TECHNICIANS

CRITICAL THINKING REQUIRED - U.S. AND NON-U.S. SUPPORT

SVCE CONFIDENTIAL PAGE 8

SERVICE PLANNING DEVELOPMENT SHOULD BE STAFFED BY INDIVIDUALS WITH THE FOLLOWING SKILLS:

• SERVICE ESTIMATING/COST TRADE-OFFS

• KNOWLEDGE OF THE RESPECTIVE SERVICER (DIEBOLD/IBM)

• DEVELOPMENT INTERFACE EXPERIENCE

• ABILITY TO INFLUENCE/NEGOTIATE FOR MAXIMUM SERVICE EFFICIENCY

• EXPERIENCE WITH RELIABILITY, AVAILABILITY, SERVICEABILITY METHODOLOGIES

TECHNICAL SUPPORT SERVICES SHOULD BE STAFFED WITH INDIVIDUALS WITH THE FOLLOWING SKILLS:

• COURSE DEVELOPMENT/AUDIENCE REQUIREMENTS STATEMENT GENERATION

• RECOGNIZED BY SERVICES/CUSTOMERS AS THE PRODUCT/SYSTEM “EXPERTS”

• RELIABILITY ENGINEERING EXPERIENCE

• TEMPORARY ASSIGNEES (6 MONTHS - 1 YEAR) FROM DIEBOLD U.S./IBM-NON U.S. TO DEVELOP SUPPORT SKILLS/PRODUCT KNOWLEDGE TO TAKE BACK TO THEIR RESPECTIVE ORGANIZATIONS TO SPEED UP THE FIELD SELF-SUFFICIENCY PROCESS

SERVICE PARTS PLANNING/DELIVERY SHOULD BE STAFFED WITH INDIVIDUALS WITH THE FOLLOWING SKILLS:

• PARTS REQUIREMENTS PLANNING

• ABILITY TO TRANSLATE A SERVICE ESTIMATE INTO SPARE PARTS REQUIREMENTS

• ABILITY TO WORK WITH THE PRIMARY SERVICES (DIEBOLD/IBM) TO ENSURE ADEQUATE PARTS SUPPLIES ARE AVAILABLE - ESPECIALLY FOR CODE A/DOWN MACHINE CONDITIONS

• EXPERIENCE IN THE MANUFACTURING ORGANIZATION/PURCHASING AREAS

SVCE CONFIDENTIAL PAGE 9

6.6 SERVICE PHILOSOPHY/PLANS

1) SERVICE PLAN

JOINT VENTURE WILL BE RESPONSIBLE FOR THE DEVELOPMENT AND DISTRIBUTION OF ALL JOINT VENTURE SERVICE PLANS. JOINT VENTURE PRODUCT SERVICE PLANS ESTABLISH THE CRITERIA AND OBJECTIVES FOR DELIVERING QUALITY PRODUCTS/SERVICES. THIS INCLUDES ESTABLISHING INDUSTRY LEADING MEANTIME BETWEEN FAILURE RATES, MEANTIME BETWEEN SERVICE CALL RATES, MEANTIME TO REPAIR RATES, INSTALLATION TIME

2) RECOMMENDED SPARE PARTS

JOINT VENTURE WILL DEFINE AND PROVIDE A COST EFFECTIVE LIST THE JOINT VENTURE WILL PROVIDE SUFFICIENT QUANTITIES OF THESE PARTS TO SUPPORT THE DIEBOLD/IBM CUSTOMER SETS.

SVCE CONFIDENTIAL PAGE 10

6.7 TRAINING

1) DEVELOPMENT

JOINT VENTURE WILL BE RESPONSIBLE FOR THE DEVELOPMENT FOR ALL TRAINING MATERIALS/PROGRAMS FOR JOINT VENTURE CUSTOMERS WORLDWIDE (i.e., DIEBOLD, IBM, END USERS, OTHER)

2) DOCUMENTATION

JOINT VENTURE WILL BE RESPONSIBLE FOR THE DEVELOPMENT FOR ALL TRAINING MATERIALS/PROGRAMS FOR JOINT VENTURE CUSTOMERS WORLDWIDE (i.e., DIEBOLD, IBM, END USERS, OTHER)

3) DELIVERY

JOINT VENTURE WILL PROVIDE/DELIVER TRAINING TO SERVICERS AS DETERMINED BY THE SERVICE PLAN

4) COST/FEES

JOINT VENTURE WILL ESTABLISH COMMITTED COSTS FOR TRAINING. IBM DIEBOLD WILL PAY AN APPROPRIATE FEE FOR THESE SERVICES

5) QUALITY

PERIODIC REVIEW, AUDIT AND CERTIFICATION OF THE TRAINING PROGRAMS WILL BE CONDUCTED BY THE SERVICERS.

SVCE CONFIDENTIAL PAGE 11

6.8 TECHNICAL SUPPORT SERVICES

1) CUSTOMER SUPPORT

JOINT VENTURE WILL PROVIDE TECHNICAL ASSISTANCE/RESOLUTION TO SERVICERS/CUSTOMERS FOR ALL JOINT VENTURE PRODUCTS IN THE FORM OF TELEPHONE, REMOTE DIAGNOSTICS, ON-SITE SUPPORT AS REQUIRED

2) SERVICER SUPPORT

JOINT VENTURE WILL ESTABLISH TARGETS BASED ON THE SERVICE PLAN FOR THE SERVICER TO BECOME SELF SUFFICIENT (i.e., WITHDRAWAL OF JOINT VENTURE SUPPORT)

SVCE CONFIDENTIAL PAGE 12

6.9 WARRANTY

1) WARRANTY

JOINT VENTURE TO WARRANT PRODUCTS, SPARE PARTS, COMPONENTS, AND SPECIAL TOOLS TO BE OPERATIONAL, DEFECT FREE, ETC. FOR A PERIOD OF NO LESS THAN 90 (NINETY) DAYS

2) WARRANTY REPAIR/RETURN/EXCHANGE

THE JOINT VENTURE WILL BE RESPONSIBLE FOR THE EXCHANGE, REPAIR, AND DISPOSAL OF WARRANTY PRODUCTS, SPARE PARTS, COMPONENTS AND SPECIAL TOOLS

3) WARRANTY AUDIT/TEST

JOINT VENTURE WILL BE RESPONSIBLE FOR EVALUATION AND TESTING OF WARRANTY CLAIMS/RETURNS

4) WARRANTY CLAIMS

DIEBOLD/IBM WILL BE RESPONSIBLE FOR MANAGING THEIR RESPECTIVE WARRANTY CLAIMS IN ACCORDANCE WITH THE JOINT VENTURE’S POLICIES GOVERNING WARRANTY

5) WARRANTY RETURNS

DIEBOLD/IBM WILL ADHERE TO WARRANTY RETURN POLICIES ESTABLISHED BY THE JOINT VENTURE

6) WARRANTY ACTIVITY/POLICY REVIEW COMMITTEE

IT IS CONTEMPLATED THAT A REPRESENTATIVE FROM IBM, DIEBOLD, AND JOINT VENTURE WILL MEET ON A PERIODIC, YET FORMAL BASIS TO REVIEW CURRENT POLICIES, OPERATIONAL/RETURN ACTIVITY TO ENSURE PROBLEMS, IF ANY, ARE CORRECTED/ESCALATED FOR RESOLUTION

7) WARRANTY (TO CUSTOMER)

JOINT VENTURE WILL BE RESPONSIBLE FOR PROVIDING COMPETITIVE WARRANTY PROGRAMS FOR BOTH IBM AND DIEBOLD, AND TO END USERS (CUSTOMERS), WHERE APPLICABLE. ULTIMATE RESPONSIBILITY FOR METHODS/DECISIONS REGARDING THE MARKETING OF WARRANTY TO THE END USER/CUSTOMER IS THE SOLE DISCRETION OF IBM/DIEBOLD

SVCE CONFIDENTIAL PAGE 13

6.10 SPARE PARTS

1) DESIGN, DEVELOPMENT, MANUFACTURING, PROCUREMENT

JOINT VENTURE IS RESPONSIBLE FOR THE DESIGN, DEVELOPMENT, MANUFACTURE AND PROCUREMENT OF ALL NECESSARY PARTS, COMPONENTS, TOOLS, SOFTWARE, ETC. TO SUPPORT JOINT VENTURE PRODUCTS MARKETED/SOLD WORLDWIDE

2) IDENTIFICATION, DOCUMENTATION

JOINT VENTURE WILL BE RESPONSIBLE FOR THE IDENTIFICATION/DOCUMENTATION OF ALL PARTS, COMPONENTS, TOOLS, SOFTWARE, ETC. REQUIRED TO SUPPORT JOINT VENTURE PRODUCTS MARKETED/SOLD WORLDWIDE

3) WARRANTY - SEE WARRANTY SECTION

4) REPAIR

JOINT VENTURE WILL PROVIDE FOR SERVICE PARTS REPAIR

4.1 SERVICER (IBM/DIEBOLD) MAY ELECT TO DEVELOP INTERNAL REPAIR PROCESSES

4.2 JOINT VENTURE WILL PROVIDE TECHNICAL ASSISTANCE TO SERVICERS FOR REPAIR PROCESS DEVELOPMENT IF REQUESTED

5) SERVICE PARTS SALES

JOINT VENTURE WILL BE RESPONSIBLE FOR THE SECURITY AND CONTROL OF SERVICE PARTS

6) CRITICAL PARTS SUPPLY

JOINT VENTURE WILL PROVIDE FOR CRITICAL PARTS (CUSTOMER/MACHINE DOWN, ETC.) DELIVERY TO SERVICERS UPON REQUEST. JOINT VENTURE WILL TREAT THESE REQUESTS AS A TOP PRIORITY OVER AND ABOVE THE MANUFACTURING OF JOINT VENTURE PRODUCTS

7) PARTS COSTS

JOINT VENTURE WILL ESTABLISH COMMITTED COST BY PART

SVCE CONFIDENTIAL PAGE 14

6.11 PHASE OUT/END OF LIFE

JOINT VENTURE WILL BE RESPONSIBLE FOR DEVELOPING POLICIES AND SUPPORTING PRODUCTS THROUGH END OF LIFE

• TECHNICAL ASSISTANCE/SUPPORT WILL BE AVAILABLE TO ALL CUSTOMERS FOR A PERIOD OF TWO YEARS FROM LAST PRODUCTION SUPPORT BEYOND THIS PERIOD IS NEGOTIABLE

• SPARE PARTS WILL BE PROVIDED FOR A PERIOD OF 7 YEARS FROM LAST PRODUCTION (PRODUCT)

• TRANSFER FOR DOCUMENTATION, TOOLING, ETC. ON AN AGREED TO BASIS

SVCE CONFIDENTIAL PAGE 15

6.12 ENGINEERING CHANGES/FIELD CHANGE ORDERS

1) RELIABILITY

JOINT VENTURE IS RESPONSIBLE FOR PROVIDING/DELIVERING PRODUCTS THAT MEET/EXCEED PERFORMANCE SPECIFICATION/OBJECTIVES

2) ENGINEERING CHANGES

JOINT VENTURE IS RESPONSIBLE FOR ENGINEERING CHANGES REQUIRED TO MEET/EXCEED PRODUCT/SERVICE PLAN OBJECTIVES. THESE INCLUDE SUCH ITEMS AS MTBF, MTBSC, PARTS COSTS PER UNIT

3) FIELD CHANGE ORDERS

JOINT VENTURE WILL PROVIDE SUFFICIENT QUANTITIES OF FIELD CHANGE ORDERS/FIELD BILL OF MATERIALS TO SERVICERS (IBM DIEBOLD) AT NO COST UNTIL PRODUCT RELIABILITY SPECIFICATIONS ARE ACHIEVED, IF REQUIRED. JOINT VENTURE WILL ALSO PROVIDE FCO’S/FBM’S FOR ANY SAFETY/REGULATION REQUIREMENT AT NO COST TO IBM/DIEBOLD

SVCE CONFIDENTIAL PAGE 16

6.13 DISPATCHING

IBM AND DIEBOLD WILL BE RESPONSIBLE FOR CUSTOMER/ENGINEER DISPATCH SERVICES FOR THEIR RESPECTIVE CUSTOMER SETS. IBM RESERVES THE RIGHT TO BE THE DISPATCHER IN THE US FOR THE LARGE NETWORK MAINTENANCE AGREEMENTS WHERE IBM IS FUNCTIONING AS THE TOTAL NETWORK MAINTAINER

SVCE CONFIDENTIAL PAGE 17

6.14 INTERNATIONAL PLANNING/SUPPORT

THE JOINT VENTURE WILL BE RESPONSIBLE FOR SERVICE PLANNING AND SUPPORT WORLDWIDE. THE SERVICE PROVIDERS WILL PROVIDE SERVICE WHERE EVER JOINT VENTURE PRODUCTS ARE SOLD AND INSTALLED. THE CUSTOMER SERVICE PLANNING AND SUPPORT GROUP WILL WORK WITH THE SERVICE PROVIDERS TO SOLVE ANY UNIQUE NON-US CUSTOMER/SERVICE REQUIREMENT

SVCE CONFIDENTIAL PAGE 18

6.15 SERVICE COSTING/PRICING

THE JOINT VENTURE CUSTOMER SERVICE PLANNING AND SUPPORT GROUP IS RESPONSIBLE FOR PROVIDING ACCURATE COST ESTIMATES TO THE SERVICERS. THE INITIAL SERVICE CONTRACT PRICE WILL BE DEVELOPED ALONG WITH JOINT VENTURE PRODUCT MANAGEMENT/MARKETING. THE REPRICING OF THE SERVICE CONTRACT AFTER ONE YEAR AND BEYOND WILL BE THE RESPONSIBILITY OF THE SERVICE PROVIDERS. THE JOINT VENTURE WILL WORK WITH THE SERVICE PROVIDERS IN DEVELOPING SERVICE/PRODUCT SPECIAL BIDS AS APPROPRIATE

SVCE CONFIDENTIAL PAGE 19

6.16 DOCUMENTATION

JOINT VENTURE WILL BE RESPONSIBLE FOR SECURITY AND CONTROL FOR ALL SERVICE RELATED DOCUMENTATION

SVCE CONFIDENTIAL PAGE 20

IDENTIFICATION OF FINANCIAL ASSETS

GOING TO JOINT VENTURE

• DEVELOPMENT TOOLS AND TEST EQUIPMENT

IBM WILL TRANSFER OWNERSHIP OF ALL SUCH EQUIPMENT CURRENTLY USED BY THE RD&E FUNCTIONS ASSOCIATED DIRECTLY WITH THE JV PRODUCTS TO THE JV.

DIEBOLD WILL TRANSFER OWNERSHIP OF ALL SUCH EQUIPMENT CURRENTLY USED BY THE RD&E FUNCTIONS ASSOCIATED WITH THE JV PRODUCTS TO THE JV.

• SOFTWARE

IBM AND DIEBOLD WILL TRANSFER ALL UNIQUE SOFTWARE ASSETS TO THE JOINT VENTURE AT CURRENT NET BOOK VALUE.

InterBold Confidential

INTERBOLD

STARTUP BALANCE SHEET (PER LISTINGS AND REVISED IBM SOFTWARE @ 8/31)

SEPTEMBER 13, 1990

ASSETS
CURRENT ASSETS
PROPERTY, PLANT & EQUIPMENT	$	9,173,187.04
ACCUMULATED DEPRECIATION		5,230,063.28
		3,943,123.76
CAPITALIZED SOFTWARE COSTS		6,302,102.00
ACCUMULATED AMORTIZATION		1,923,637.00
		4,378,465.00
TOTAL ASSETS	$	8,321,588.76
LIABILITIES AND PARTNERSHIP CAPITAL
CURRENT LIABILITIES
PARTNERSHIP CAPITAL ACCOUNTS
DIEBOLD PARTNER	$	2,578,628.08
IBM PARTNER		5,742,960.18
TOTAL PARTNERSHIP CAPITAL		8,321,588.26
TOTAL LIABILITIES AND CAPITAL	$	8,321,588.26

The above accounts reflect the transfer of a portion of the initial partnership interest of the IBM Partner to the Diebold Partner pursuant to the Amended and Restated Participation Agreement dated as of September 12, 1990.

LISTING OF IBM SOFTWARE

PROJECT ID #	NBV @ 4/30/90		MAY		JUNE		JULY		NBV @ 7/31/90		AUGUST		NBV @ 8/31/90
5668-870	$	351,951	$	87,030	$	87,030	$	87,030	$	90,861	$	87,030	$	3,831
5668-871		620,197		124,039		124,039		124,039		248,080		124,039		124,041
5668-873		438,616		44,836		44,836		44,836		304,108		44,836		259,272
5799-BZR		0		0		0		0		0		0		0
5799-CJN		48		16		16		16		0		0		0
5799-AZN		0		0		0		0		0		0		0
5799-DLT		0		0		0		0		0		0		0
5668-872		2,873,158		94,389		94,389		94,389		2,589,991		94,389		2,495,602
5740-F51		0		0		0		0		0		0		0
5798-DHK		0		0		0		0		0		0		0
5799-CCX		0		0		0		0		0		0		0
5798-RDP		0		0		0		0		0		0		0
5777-DBP		340,000		26,196		26,196		26,196		261,412		26,196		235,216
5799-WZF		0		0		0		0		0		0		0
5788-AJX		0		0		0		0		0		0		0
5777-DBQ		133,000		10,247		10,247		10,247		102,259		10,247		92,012
5777-DCE		0		0		0		0		0		0		0

LISTING OF IBM SOFTWARE

PROJECT ID #	NBV @ 4/30/90		MAY		JUNE		JULY		NBV @ 7/31/90		AUGUST		NBV @ 8/31/90
5777-DCX		0		0		0		0		0		0		0
5798-DHK		0		0		0		0		0		0		0
5799-CCX		0		0		0		0		0		0		0
5798-RDP		0		0		0		0		0		0		0
5777-DBP		340,000		26,196		26,196		26,196		261,412		26,196		235,216
5799-WZF		0		0		0		0		0		0		0
5788-AJX		0		0		0		0		0		0		0
5777-DBQ		133,000		10,247		10,247		10,247		102,259		10,247		92,012
5777-DCE		0		0		0		0		0		0		0
5777-DCX		0		0		0		0		0		0		0
TOTALS	$	5,229,970	$	423,196	$	423,196	$	423,196	$	3,960,382	$	423,180	$	3,537,202

IBM SOFTWARE ASSETS TRANSFERRING TO JOINT VENTURE

PID #	NAME	NBV 7/31
5668-870	IBM 4730 Pers. Banking Mach. Custom. Image Builder, CIB	$	190,323
5668-871	IBM 4730 Pers. Banking Mach. Network Monitor, PBMNM	$	249,781
5668-873	IBM 4730 Pers. Banking Mach. Avail. Mgmt. Batch Reporting, PBMAM-BR	$	357,965
5799-BZR	IBM 4730 Pers. Banking Mach. Financial Appl. Extension, PBMFAE		0
5799-CJN	IBM 4730 Pers. Banking Machine Financial Appl. Ext.—IMS, PBMFAE-IMS		0
5799-AZN	Consumer Terminal Access Method, CTAM		0
5799-DLT	IBM 4730 Series Host DEA Modules		0
5668-872	IBM 4730 Pers. Banking Machine, Remote Network Monitor, PBMRNM	$	2,642,020
	IATS AP—3600 for 3614/3624 , IATS-AP PRPQ P10010		0
	IATS 4701 PBM-AP PRPQ P10036		0
5740-F51	Consumer On-Line Transaction System, COLTS (OS/VS)		0

PID #	NAME	“continue” NBV 7/31
5798-DHK	IBM 3624 Controller-Based Automated Teller System, CATS		0
	NM 3624, NM 3624 PRPQ P110087		0
5799-CCX	IBM 4730 & 4736 Pers. Banking Machine Branch Support Program—PBMBSP, PRPQ		0
	IBM 5990 Consumer Device Services, CDS Part No. 49F4641, PRPQ P10092		0
5798-RDP	System 34 Application Support for the IBM 3624, Pinkerton FDP		0
5777-DBP	IBM 4721 Application & Installation Support Program. AISP	$	340,000
5799-WZF	IBM 4721 Terminal Control Code, TCC		0
5788-AJX	Support 3624 en Mode 473X, (French CPO)		0
5777-DBQ	IBM Finance Application Dev. Toolkit, FADT	$	133,000
5777-DCE	IBM 4737 Pers. Banking Machine Support		0
5777-DCX	IBM 4721 Token-Ring Integration Program (in Development)		0

DIEBOLD, INCORPORATED

FASB86 S/W PROJECTS

PROJECT COSTS AND BOOK VALUE

ATMS AND CONTROLLERS ONLY

D3	CLOSE DATE		DESCRIPTION	PROJECT COSTS		AMORTIZATION								TOTAL AMORTIZATION		8/31/90 REMAINING BOOK VALUE
						1987		1988		1989		AUG YTD ’90
217		2-89	DOTS, DIAS, DOCS UTM		221,700		0		0		67,742		49,267		117,009		104,691
208		7-87	DIEBOLD 1000 INTERCEPT SW		382,300		63,717		127,433		127,433		63,717		382,300		0
211		5-90	ETP		86,100		0		0		0		9,567		9,567		76,533
212		7-87	IBM 3624 EMULATION		111,300		18,550		37,100		37,100		18,550		111,300		0
216		1-88	1000 UTM INTERFACE		177,600		0		59,200		59,200		39,467		157,867		19,733
218		1-88	ATM APPLICATION SW		441,900		0		147,300		147,300		98,200		392,800		49,100
			TOTAL ELECTRONICS		1,420,900		82,267		371,033		438,775		278,768		1,170,843		250,057
406		12-88	X.25 PROTOCOL		99,100		0		2,753		33,033		22,022		57,808		41,292
404		1-88	1000 CONTROLLERS		322,000		0		107,333		107,333		71,556		286,222		35,778
403		7-88	DOHS RELEASE 3.0		398,300		0		66,384		132,768		88,512		287,664		110,636
825		7-87	SWITCH DOTS DOCS		121,100		20,183		40,367		40,367		20,183		121,100		0
			TOTAL CONTROLLERS & SOFTWARE		940,500		20,183		216,837		313,501		202,273		752,794		187,706
ELECTRONICS, CONTROLLERS AND SOFTWARE PARTIAL CAPITALIZATION - IN PROCESS
263		1991	ATP ADDED FUNCTION		18,900		0		0		0		0		0		18,900
409		1991	CONTROLLER SYSTEM		24,400		0		0		0		0		0		24,400
411		1991	PACE DEVELOPMENT		164,700		0		0		0		0		0		164,700
412		1991	DX APPL ETP/ATP		148,200		0		0		0		0		0		148,200
413		1991	PC NAS		47,300		0		0		0		0		0		47,300
			TOTAL		403,500		0		0		0		0		0		403,500
			GRAND TOTAL		2,764,900		102,450		587,870		752,276		481,041		1,923,637		841,263

[ILLEGIBLE]
3624 0015008 11/1/81 17,467.81 0.00
3624 0015009 11/1/81 16,783.92 0.00
3624 0016361 2/1/82 17,795.54 0.00
[ILLEGIBLE]

[ILLEGIBLE]
4619101 4732 00B0067 23,255.00 18,217.00
4602188 3624 0014737 16,077.00 0.00
[ILLEGIBLE]

[ILLEGIBLE]
5750012 1988120 4732 ATM 52,278.10 28,752.57
74U 727953A 1989051 DRIVEUP KIOSK MOCK 20,000.00 15,952.03
[ILLEGIBLE]

[ILLEGIBLE]
[ILLEGIBLE]
[ILLEGIBLE] [ILLEGIBLE] CAP VALUE [ILLEGIBLE]
[ILLEGIBLE] 0011049 39,241.92 1,818.40
[ILLEGIBLE] 53,866.20 1,795.52
0023978 76,000.00 [ILLEGIBLE]
4730 0000331 152,524.44 22,878.66
0000334 123,525.40 8,235.02
[ILLEGIBLE] 101,184.00 42,160.00
[ILLEGIBLE] 55,352.00 [ILLEGIBLE]
[ILLEGIBLE] 58,176.76 17,453.02
[ILLEGIBLE] 75,318.00 21,340.10
[ILLEGIBLE] 58,176.76 17,453.02
[ILLEGIBLE] 58,176.76 17,453.02
[ILLEGIBLE] 58,172.80 20,360.48
[ILLEGIBLE] 58,172.80 20,360.48
[ILLEGIBLE] 55,600.00 [ILLEGIBLE]
[ILLEGIBLE]
TOTAL [ILLEGIBLE]

European Consumer Systems, Boeblingen July 12, 1990

Equipment uniquely used for PE of Self Service Banking Products

Dept. 3210 WKS (4737 PE)

Type	Ser.No.		Book-Value		Cap.
4737		5700014		0	no
4737		5700055		0	no

Dept. 3365 MT (4731, 4733 PE)

Type	Ser.No.		Book-Value		Cap.
3601		5740451		0	no
3620		5610002		0	no
3620		5620861		0	no
3621		5600283		0	no
4706		00041		0	no
4720		A1		0	no
4720		A7		0	no
4731		New Order		to be delivered	no
4733		365TM01		0	no
ODESSA		365TM02		0	no

Dept. 3369 DS (Token Ring, PICA, 4721 PE)

Type	Ser.No.		Book-Value		Cap.		Remarks
3278		55BN809		0		yes
3278		55V0238		0		yes
4702		5703391		4.511		yes
4702		5716328		7.487		yes
4704		5500059		0		yes
4704		5516644		0		yes
4704		5733009		357		yes
4704		5733012		357		yes
4721		AMA2		0		no	B-Loop set-up
4721		AMA3		0		no	Token Ring set-up
4721		AMA4		0		no	B-Loop set-up
4721		5750003		0		no	Token Ring set-up
4721		5750005		0		no	Token Ring set-up
4721		71K2068		0		no	Token Ring set-up
4721		71K3108		0		no	Token Ring set-up
5151		0803939		0		yes
5151		1191763		65		yes

Confidential 1 of 2

Type	Ser.No.		Book-Value		Cap.		Remarks
5160		5263998		0		yes
5160		5525524		0		yes
8513		55F8728		495		yes
8513		55G8160		511		yes
8530		2203884		1.408		yes
8560		1055657		2.958		yes
		5030478		23.146		yes	INTEL Developm. Syst.
		0241857		0		yes	HP Development Syst.

Dept. 3372 UH (4721, 4737 PE)

Type	Ser.No.		Book-Value		Cap.
4721		372TM01		0		no
4723		5710040		8.063		yes
4737		71D0003		33.098		yes
Total DM				82.456
= Total $				43.398		at 1.90 DM

Confidential 2 of 2

InterBold Confidential	SCHEDULE A
	DIEBOLD, INCORPORATED FIXED ASSETS TRANSFERRED TO JV FROM ENGINEERING AT NO BOOK VALUE	PAGE 1 of 2

TAG#	DESCRIPTION	MFG NAME	MODEL	SERIAL #	PUR DATE
13491	Coordinate Measuring Machine Bench Grinder	Brown & Sharpe Milwaukee	Validator	700-7100-240%
	Portable Craft Center	Sears	900288764
	Piece Scale	NCI	8200	SR87870324
	Pallet Sack	Crown	CPD28-100F
	Arbor Press MCF-036	Panduit		FKC-001
	Exposure Unit	Scotchcal	EU-8000	7710-92
	Handi Lift	Genie	HL-4.5	586-18423
10253	Ratio Scale	Brechbuhler	C-Z00-9	82650
	CRT	Sony	PUM 1271Q	2011308
	Controller	Protest	0026
	Printer	Epson LX-86	P87RC	01012523
149	CRT BD Cutter	Mark 1
115	Scope-Mobile	Tektronix	202-2C
10106	Table	ARTOS	MLL-1	22232
22441	ATM	NCR	0200-M336	08-18473604
22439	ATM	FUJITSU	ACT6000	37
22440	ATM	OMRON	3M2UB-BTA	484
	Oscilloscope	Tektronix	456B	B161118
	Scope-Mobile	Tektronix	200-1A
10726	Reel to Reel Tape Machine	UNILUX	920
10727	Light & Stand	Tektronix	H-9	9-159
	Tripod	Samson	7481
22314	Electric Breardown Tester	Slaughter	108-2.5MW	149984
	Digital Logic Analyzer	Gould	K1000-D	20315
21149	Digital Storage Scope	Hitachi	VC-6041	4060782
10119	Oscilloscope	Tektronix	456	B128696
9480	Distortion Analyzer	Hewlett Packard	332A	0998A01956
	Variable AutoXFMR	STACO	3PN1010	8649
	Variable AutoXFMR	STACO	3PN1010V	8249
20859	Variable AutoXFMR	Powerstat	116B
	Variable AutoXFMR	STACO	3PN1010	8652
	Variable AutoXFMR	STACO	3PN1010	8538
	Variable AutoXFMR	STACO	3PN1010	8648
9481	AC/DB Voltmeter	Hewlett Packard	400E	494-10831
	Power Supply	ONEAC	FT 1110	8545-8133
10360	Oscilloscope Camera	Tektronix	C-12	020600
8945	Meter	Hewlett Packard	6920B	7D0877

InterBold Confidential	SCHEDULE A
	DIEBOLD, INCORPORATED FIXED ASSETS TRANSFERRED TO JV FROM ENGINEERING AT NO BOOK VALUE	PAGE 2 of 2

TAG#	DESCRIPTION	MFG NAME	MODEL	SERIAL #	PUR DATE
	AC Dropout Simulator	Power Trend	1500	0687
124	DC Power Supply	NJE	RB18-3M	30892-10
20840	Digital Multi Meter	Fluke	8000A	75642
20836	Thermometer	Simpson	388
	Capacitance Meter	Brunelle	2200	203134
214	Decade Capacitor	CDE	CDA2	82978
182	Electrolytic Capacitor	CDE	CDE
	Power Supply	Hewlett Packard	6216A	9D4499
213	Decade Capacitor	CDE	CDC 3
225	Decade Capacitor	CDE	CDC 5	48510
	Temperature Probe	Fluke	80T-150U
10355	Current Probe	Tektronix	P604Z	B093396
20852	Airflow Meter	Datametrics	1000VT
20851	Strobo TAC	General Radio	1538-A	46986
10375	Thermometer	Wahl	5000
	Static Meter	3M	703	410588
154	Tachometer	Herman Sticht	K-OS	52779
	Torque Watch	Waters	651X-2	24938
401	Photo Tach	Pioneer	36	9423
20867	Sound Level Calibrator	General Radio	1562-A	2330
20897	Power Supply	ACME	500
	Digital MultiMeter	Fluke	8012A	3210122
10281	Oscilloscope	Tektronix	465	B128660
21118	Logic Analyzer	Hewlett Packard	1630G	2425A00553
10283	Oscilloscope	Tektronix	475	B143662
	Digital Multimeter	Fluke	8000A	75641
09354	Oscilloscope	Tektronix	453	041979	7/70
60360	Elec Tape Dispense M				7/72
60496	Oscilloscope	Tektronix	10282	B116690	7/73

:MTOck001

SCHEDULE B
DIEBOLD, INCORPORATED FIXED ASSETS TRANSFERRED TO JV FROM SOFTWARE AT NO BOOK VALUE	PAGE 1 of 2

DESCRIPTION	MFG NAME	MODEL	SERIAL NO	PUR DATE
Personal Computer	IBM	PS/2 MODEL 70	72-7021796
Personal Computer	IBM	XT	14732545150
Personal Computer	Compaq	XT	1613022B0133
Personal Computer	PC Designs	AT Turbo 12mhz	0189
Personal Computer	Zenith	XT	621DH2130
Personal Computer	IBM	XT	63830355160
Personal Computer	IBM	XT	57282215160
Personal Computer	Compaq	XT	1605021B0045
Personal Computer	IBM	XT	51604232709
Personal Computer	IBM	XT	5160423303B
Personal Computer	Zenith	XT	621DC0805
Personal Computer	Ultra-Corp	XT Turbo 10mhz	0168
Personal Computer	Zenith	XT	625CE0899
Personal Computer	Protest	XT	0087
Personal Computer	Protest	XT	0098
Personal Computer	Protest	XT	0095
Personal Computer	Protest	XT	0178
Personal Computer	Protest	XT	0099
Personal Computer	Protest	XT	0159
Personal Computer	IBM	XT	63829765160
Personal Computer	IBM	PS/2 Model 70	23-9107112
Personal Computer	Tandon	AT
Personal Computer	IBM	PS/2 8580-A31	23-2601796
Personal Computer	IBM	PS/2 70-121	23-9123795
Personal Computer	IBM	PS/2 55-061	23-1092699
MDS 1062 (21)		Preproduction
Dual Bunker 8” Drives			30605854
CAI MINI HOST			A506
CAI Disk Drive			3903
CAI MINI HOST			01009
KSR 43 TTY 6 UNITS
1012 Printers (Epson) 50 UNITS
1011 Consoles (ADM-11) 97 UNITS
1014 Printers 5 UNITS
HP LaserJet IIP			3003JGOWDA
MDS 1074			01-100242-85346-05
Dual Bunker 8” Drives			3060232B
MDS 1060 Phase II (20)		Preproduction
CAI MINI HOST (10)			2033
CAI MINI HOST (12)			B006149
1251 Fuel			0548702
MDS 1074 (10) Woody		Preproduction

SCHEDULE B
DIEBOLD, INCORPORATED FIXED ASSETS TRANSFERRED TO JV FROM SOFTWARE AT NO BOOK VALUE	PAGE 2 of 2

DESCRIPTION	MFG NAME	MODEL	SERIAL NO	PUR DATE
MDS 1072 (DEY)		Preproduction
MDS Color Test Rack 1 Assembled Test Rack
MDS Color Test Rack 2 Assembled Test Rack
TABS 910 (Wayne’s)
MDS 1072 (Wayne’s)
MDS 1060 PHASE II (PACE)			CC0001016
HP LaserJet II Network Printer
DECWriter III			PNG6947
1005W (L)			P11633
MODEM Hayes 1200			2312124007
MODEM Hayes 1200			A17500153673
MODEM Hayes 1200			A17500153649
Monitors Sony CCA 15 UNITS
HP LaserJet IIP			3003JGOWQC
HP LaserJet IIP			3003JG1567
Personal Computer	IBM	Model PS/2 55SX
1010 Controller		Model 1	N01572	9/84
1010 Controller		Model 2	P12636	6/86
1010 Controller		Model 1	N01563	9/84
1010 Controller		Model 2	P12628	6/86
1010 Controller		Model 1	N03609	4/85
1010 Controller		Model 1	N04597	6/85
1010 Controller		Model 1	N02274	5/85
1010 Controller		Model 1	N03039	3/85
1010 Controller		Model 2	P18859	10/86
1010 Controller		Model 2	P17734	10/86
1010 Controller		Model 1	N01562	9/84
1010 Controller		Model 2	P19563	8/88
1010 Controller		Model 1	N00657
1010 Controller		Model 1	N000798
1010 Controller		Model 2	P18951
1010 Controller		Model 2	P70002115

:MTOck002

REQUEST NO.    008	ELECTRONICS FACILITY 009		PAGE    1
REPORT NO.      170
RUN DATE    09/07/90	BOOK LEDGER REPORT		FAS    REL10.2.1
RUN TIME    09.45.37	AS OF SEP, 1990	BOOK 1

ITEM NUMBER

UNIT NUMB

DESCRIPTION

ENT SERV

DEPR METH

EST LIFE

SERIAL NUMBER

MANUFACTURER NAME

PRO SAL CAT PER

BASIS AMOUNT

ACCUMULATED DEPRECIATION

NET BOOK VALUE

SYSTEM SOFTWARE ENG 6624

F046

BURROUGHS SHELV

1/85

SL

120

DELUXE

BBB

135.66

71.22

64.44

F162

BLUE MFG CHAIRS

6/86

SL

60

R W HATFIELD

OFF

400.00

340.00

60.00

F194

MFG WORKSTATIONS

7/86

SL

60

R W HATFIELD

OFF

5,127.00

4,357.95

769.05

F001B

FURNITURE & FIXTURE

3/82

SL

60

BUS INTERIORS

BBB

130.99

130.99

F001D

BOOKCASE

3/82

SL

60

OFF FURN

BBB

104.99

104.99

F001E

MISC FURN

3/82

SL

60

OFF FURN

OFF

629.90

629.90

F001F

BRN HI BK CHAIR

7/82

SL

60

OFF FURN

OFF

130.99

130.99

F001G

BRN TILT CHAIR

8/82

SL

60

OFF FURN

OFF

125.99

125.99

F001H

90 DEGREE CONNECTOR

8/82

SL

60

OFF FURN

OFF

52.24

52.24

F001J

60 DEGREE CONNECTOR

8/82

SL

60

OFF FURN

OFF

52.24

52.24

F001L

42” BOOKCASE

12/82

SL

60

OFF FURN

OFF

179.28

179.28

F001M

EXEC DESK

8/82

SL

60

OFF FURN

OFF

293.99

293.99

F001N

BOOKCASE

8/82

SL

60

OFF FURN

OFF

129.99

129.99

F001Q

2 DRAWER LEGAL FILE

11/82

SL

60

OFF FURN

OFF

249.88

249.88

F001T

OAK DESK

12/82

SL

60

OUI

OFF

585.90

585.90

F001W

EXEC SWIVEL CHAIR

12/82

SL

60

OUI

BBB

252.00

252.00

F001X

BLK-WLNT DESK TABLE

12/82

SL

60

OUI

OFF

415.80

415.80

F001Y

04

BOOKCASE OAK

12/82

SL

60

OUI

OFF

89.25

89.25

F003

SHELVING/RACKS/BENCH

6/83

SL

60

P.VALANCOURT

BBB

2,800.00

2,800.00

F006C

VEMCOLITE

6/83

SL

60

CHARETTE

BBB

131.56

131.56

F007A

2 4 DRWR FILE BLK

6/83

SL

60

BUDGET

BBB

298.00

298.00

F009G

TABLE

6/83

SL

60

BUDGET

BBB

140.00

219.88

79.88-

F011

STORAGE CAB BLK

6/83

SL

60

BUDGET

BBB

149.00

149.00

F012

2 STORAGE CAB

6/83

SL

60

BUDGET

BBB

278.00

278.00

F013C

3 BOOKCASES

5/83

SL

60

OFF FURN

BBB

374.97

374.97

F013M

4 4 DRWR BLK FILES

5/83

SL

60

OFF FURN

BBB

703.96

703.96

F015A

5 BLACK DESK

6/83

SL

60

OFF FURN

BBB

1,195.00

1,195.00

F018

SHELVING

8/83

SL

60

LOTEMP

BBB

510.00

510.00

F020

GRANITE PLATE

8/83

SL

60

HARBOR

BBB

336.50

336.50

F022

BLK METAL BOOKCASE

7/83

SL

60

BUDGET

BBB

50.00

50.00

F025E

3 4DRWR BLK FILES

6/83

SL

60

BUDGET

BBB

447.00

447.00

F025H

4 DRWR BLK FILE

6/83

SL

60

BUDGET

BBB

149.00

149.00

F029

FLOOR HOD BOOKCASE

7/83

SL

60

BUDGET

BBB

110.00

110.00

F030A

2 BLACK CHAIR

8/83

SL

60

BUDGET

BBB

72.00

72.00

F030C

BLACK CHAIR

8/83

SL

60

BUDGET

BBB

36.00

36.00

F030D

3 WHEAT EXEC SWIVEL

8/83

SL

60

BUDGET

BBB

270.00

270.00

F031E

3 BURGANDY CHAIRS

9/83

SL

60

BUDGET

BBB

507.00

507.00

01516

TOOL GRINDER - SMALL

7/42

SLN

144

G31

DUNLAP

N64

330.40

330.40

02759

CUTTER GRINDER

7/46

SLN

144

1D2TIK58

CINCINNATI

N64

980.46

980.46

04105

SHOPLIFTER - 500 LB

7/46

SLN

144

D16596

ECONOMY

N64

161.02

161.02

05770

DRILL PRESS

7/46

SLN

144

47-3793

DELTA

N64

289.09

289.09

06322

FLOOR WHEEL GRINDER,

7/47

SLN

144

195230

QUEEN CITY

N64

121.11

121.11

REQUEST NO.    008	ELECTRONICS FACILITY 009		PAGE    2
REPORT NO.      170
RUN DATE    09/07/90	BOOK LEDGER REPORT		FAS    REL10.2.1
RUN TIME    09.45.37	AS OF SEP, 1990	BOOK 1

ITEM NUMBER		UNIT NUMB	DESCRIPTION	ENT SERV	DEPR METH	EST LIFE		SERIAL NUMBER	MANUFACTURER NAME	PRO SAL CAT PER	BASIS AMOUNT		ACCUMULATED DEPRECIATION		NET BOOK VALUE
	SYSTEM SOFTWARE ENG 6624
	06388		BELT GRINDER	7/47	SLN		144	1520	PORTER CABLE	N64		508.00		508.00
	07515		POST DRILL	7/65	SLN		144	11308	JOHANSSON	N64		894.99		894.99
	08671		WASHABILITY MACHINE	7/65	SLN		144		GARDNER	N64		663.27		663.27
	08752		PRESS BRAKE	7/66	SLN		144	34102	CINCINNATI	N64		7,924.00		7,924.00
	08754		SHEET METAL FABRICAT	7/66	SLN		144	10865	WALES STRIPPIT	N64		13,873.69		13,873.69
	08754	01	RECOND.STRIPPIT PUNC	7/85	SLN		60	00010865	WALES	TST		8,437.02		8,226.09		210.93
			ITEM TOTALS									22,310.71		22,099.78		210.93
	08756		SPOTWELDER	7/66	SLN		144	MS2378	GOODRICH	N64		5,276.12		5,276.12
	08756	01	SOLID STATE CONTROL	4/83	SLN		144			164		2,697.40		1,629.68		1,067.72
			ITEM TOTALS									7,973.52		6,905.80		1,067.72
	08757		DRILL PRESS	7/66	SLN		144	65-6394	BUFFALO FORGE	N64		347.41		347.41
	08759		BAND SAM	7/66	SLN		144	185705	KALAMAZOO	N64		572.74		572.74
	08760		SURFACE GRINDER	7/66	SLN		144	17116	REID	N64		4,466.81		4,466.81
	08999		MAGNET 3 TON	7/70	SLN		120	1160	SUNSTRAND	N64		923.40		923.40
	09593		WALK-IN ENVIRONMENTA	7/72	SLN		120	41336	ASSOC TEST LAB	A66		14,295.57		14,295.57
	09869		SHEAR	7/73	SLN		144	30K93	CINCINNATI	A64		28,231.31		28,231.31
	10099		DRY BELT SANDER	7/75	SLN		144	41745F	SUNDSTRAND	A64		2,527.86		2,527.86
	10128		PAINT BOOTH,DRY FILT	7/74	SLN		144		BINKS	A64		2,497.50		2,497.50
	10132		TURRET MILLING MACHI	7/74	SLN		144	157643	GARCO	A64		2,876.80		2,876.80
	10162		AIR OPERATED HYDR PR	7/77	SLN		144		DAKE	A64		2,468.09		2,468.09
	10237		HELI-ARC WELDER	7/72	SLN		144	H2675710	CHEMTRON	A64		2,091.81		2,091.81
	10239		GAS WELDER	7/72	SLN		144		MECO	A64		208.67		208.67
	10240		STUD WELDER	7/72	SLN		144		KSM	A64		1,575.00		1,575.00
	10243		HIGH SPEED DRILL PRE	7/72	SLN		144		HENRY MANN	A64		340.90		340.90
	10246		VERTICAL BANDSAW	7/72	SLN		144	287109	POWERMATIC	A64		1,903.70		1,903.70
	10248		BELT SANDER	7/72	SLN		144	233070	POWERMATIC	A64		502.71		502.71
	10251		SPOTWELDER	7/72	SLN		144	728509	PROGRESSIVE	A64		5,109.40		5,109.40
	10260		DUST COLLECTOR	7/72	SLN		144	1541445	ROCKWELL	A64		307.50		307.50
	10275		PUNCH & DIE GRINDER	7/72	SLN		144	85010000	STRIPPIT	A64		497.50		497.50
	10378		PERF-O-METER PUNCH P	7/76	SLN		144	B754571	PRODUCTO	A64		13,187.28		13,187.28
	10388		LATHE - SERVO-SHIFT	7/77	SLN		144	9C-169	LEBLOND	A64		12,475.53		12,475.53
	10388	01	WIZARD DIGITAL READO	4/78	SLN		144	H7111617	ANILAM ELEC	A64		985.00		974.74		10.26
	10388	02	DIGIT MEMORY LOCATOR	4/78	SLN		144	HL702132	ANILAM	A64		1,758.67		1,740.35		18.32
			ITEM TOTALS									15,219.20		15,190.62		28.58
	10395		POWER FILE,LETTER SI	7/72	SLN		72	14118N	DIEBOLD	A66		1,380.96		1,380.95
	10396		POWER FILE,LEGAL SIZ	7/72	SLN		72	14119N	DIEBOLD	A66		1,316.92		1,316.92
	10397		POWER FILE,LEGAL SIZ	7/72	SLN		72	14120N	DIEBOLD	A66		2,068.30		2,068.30
	10524		ELECTRIC ARC WELDER	7/75	SLN		144	AC237623	LINCOLN	A64		635.00		635.00
	10687		BRIDGEPORT TURRET MI	7/80	SLN		144	118-0171	GARCO MACHINER	A64		7,972.62		6,809.94		1,162.68
	10688		REGAL ENGINE LATHE 1	12/79	SLN		144	11C-1464	LEBLOND MACHIN	A64		15,774.43		14,788.53		985.90
	10688	01	ADDITIONAL COST	2/80	SLN		144		LEBLOND	A64		445.00		380.11		64.89
			ITEM TOTALS									16,219.43		15,168.64		1,050.79

REQUEST NO.    008	ELECTRONICS FACILITY 009		PAGE    3
REPORT NO.      170
RUN DATE    09/07/90	BOOK LEDGER REPORT		FAS    REL10.2.1
RUN TIME    09.45.37	AS OF SEP, 1990	BOOK 1

ITEM NUMBER		UNIT NUMB	DESCRIPTION	ENT SERV	DEPR METH	EST LIFE		SERIAL NUMBER		MANUFACTURER NAME	PRO SAL CAT PER	BASIS AMOUNT		ACCUMULATED DEPRECIATION		NET BOOK VALUE
	SYSTEM SOFTWARE ENG 6624
	10695		MAGNESCALE DIGITAL R	7/80	SLN		144		22901084	SONY/TIPTON MA	A64		2,288.00		1,954.33		333.67
	10738		ENVIRONMENTAL CHAMBE	5/78	SLN		60				A66		16,920.00		16,920.00
	10741		TEST EQUIPMENT	4/78	SLN		84		380	DIGITECH	A66		12,529.36		12,529.36
	10741	01	UPGRADE PACER TO SUP	7/79	SLN		84			DIGITECH	A66		1,653.13		1,653.13
			ITEM TOTALS										14,182.49		14,182.49
	10750		PERFORATION TESTERS	5/79	SLN		144		5806R	CUSTOM-BILT	A64		952.03		892.53		59.50
	10754		DIGITAL PHOTOMETER/R	5/79	SLN		84		B083921	TEKTRONIX	A64		1,198.15		1,198.15
	10757		DENSITOMETER	7/79	SLN		84		00002635	GRAPHIC SYSTEM	A66		895.00		895.00
	10758		OSCILLOSCOPE	12/80	SLN		60		05201	B&K	A64		1,240.00		1,240.00
	10761		20IN DRILL PRESS H/3	10/79	SLN		144		7279	WILLIS SOLBERG	A64		3,599.55		3,374.58		224.97
	10766		OSCILLOSCOPE	12/80	SLN		60		05036	B&K	A64		1,240.00		1,240.00
	10769		OSCILLOSCOPE	12/80	SLN		60		05116	B&K	A64		1,240.00		1,240.00
	10793		UNIVERSAL COUNTER/TI	12/80	SLN		60		2205004	FLUKE	A64		1,349.65		1,349.65
	10795		COMPOUND SINE PLATE-	2/80	SLN		144		7-SPC612	DESSIL MFG CO	A64		878.76		750.61		128.18
	10996		AXIAL LEADFORMER	6/79	SLN		144		27908	HELLER INDUSTR	A64		1,706.74		1,600.07		106.67
	11014		SELF CONTAINED DUST	9/80	SLN		144		AV791383	AMERICAN AIRFI	A64		3,966.55		3,388.10		578.45
	11016		AUTOMATIC BACK GAUGE	6/80	SLN		144		BB018002	DYNAMIC RESEAR	A64		10,125.16		8,648.57		1,476.59
	11022		VERTICLE BAND SAW-36	7/80	SLN		144		99-80281	DOALL CLEVELAN	A64		12,366.25		10,562.83		1,803.42
	11152		PROBE, VOLTAGE	10/81	SLN		60			TEKTRONIX	TST		211.28		211.28
	11153		PROBE, VOLTAGE	10/81	SLN		60			TEKTRONIX	TST		211.27		211.27
	11228		CURRENT PROBE & AMP	8/80	SLN		60		B010639	TEKTRONIX	A64		1,275.70		1,275.70
	11228	01	RETURN OF EQUIPMENT	2/81	SLN		60				TST		406.76-		406.76-
			ITEM TOTALS										868.94		868.94
	11239		PERSONNEL CHARGING P	8/80	SLN		60			SIMCO CO	A64		1,187.25		1,187.25
	11241		CORRECTING TYPEWRITE	8/80	SLN		84		1381716	SPERRY	A66		921.50		921.50
	11244		OSCILLOSCOPE	12/80	SLN		60		B144878	TEKTRONIX	A64		4,773.90		4,773.90
	11245		OSCILLOSCOPE	12/80	SLN		60		VB040573	TEKTRONIX	A64		2,667.66		2,667.66
	11247		OSCILLOSCOPE	12/80	SLN		60		B040536	TEKTRONIX	A64		2,667.67		2,667.67
	11248		OSCILLOSCOPE	12/80	SLN		60		B039706	TEKTRONIX	A64		2,667.67		2,667.67
	11249		TABS TEST STAND	9/80	SLN		60			DIEBOLD	A64		4,560.00		4,560.00
	11250		TABS TEST STAND	9/80	SLN		60			DIEBOLD	A64		4,560.00		4,560.00
	11251		TABS 910 SYSTEM	10/80	SLN		60		M2218	DIEBOLD	A64		10,480.83		10,480.83
	11252		CONTROL UNIT	9/80	SLN		84		34105345	BUNKER RAMO	A66		10,393.55		10,393.55
	11253		TELEPRINTER	9/80	SLN		84			BUNKER RAMO	A66		865.00		865.00
	11254		PORT	9/80	SLN		84		083518	BUNKER RAMO	A66		1,025.70		1,025.70
	11256		BENCH SUPPLIES-POWER	12/80	SLN		60		41A15377	HEWLETT PACKAR	A64		181.70		181.70
	11257		BENCH SUPPLIES-POWER	12/80	SLN		60		41A15378	HEWLETT PACKAR	A64		181.70		181.70
	11258		BENCH SUPPLIES-POWER	12/80	SLN		60		41A15379	HEWLETT PACKAR	A64		181.70		181.70
	11259		BENCH SUPPLIES-POWER	12/80	SLN		60		41A15380	HEWLETT PACKAR	A64		181.70		181.70
	11260		BENCH SUPPLIES-POWER	12/80	SLN		60		41A15381	HEWLETT PACKAR	A64		181.70		181.70
	11261		BENCH SUPPLIES-POWER	12/80	SLN		60		41A15382	HEWLETT PACKAR	A64		181.70		181.70
	11262		BENCH SUPPLIES-POWER	12/80	SLN		60		41A15383	HEWLETT PACKAR	A64		181.70		181.70

REQUEST NO.    008	ELECTRONICS FACILITY 009		PAGE    4
REPORT NO.      170
RUN DATE    09/07/90	BOOK LEDGER REPORT		FAS    REL10.2.1
RUN TIME    09.45.37	AS OF SEP, 1990	BOOK 1

ITEM NUMBER	UNIT NUMB	DESCRIPTION	ENT SERV	DEPR METH	EST LIFE		SERIAL NUMBER	MANUFACTURER NAME	PRO SAL CAT PER	BASIS AMOUNT		ACCUMULATED DEPRECIATION		NET BOOK VALUE
SYSTEM SOFTWARE ENG 6624
11263		BENCH SUPPLIES-POWER	12/80	SLN		60	41A15384	HEWLETT PACKAR	A64		181.70		181.70
11264		BENCH SUPPLIES-POWER	12/80	SLN		60	40A05133	HEWLETT PACKAR	A64		156.72		156.72
11265		BENCH SUPPLIES-POWER	12/80	SLN		60	40A05134	HEWLETT PACKAR	A64		156.72		156.72
11270		MOBILE CART	12/80	SLN		60		TEKTRONIX	A64		235.31		235.31
11271		MOBILE CART	12/80	SLN		60		TEKTRONIX	A64		235.32		235.32
11272		MOBILE CART	12/80	SLN		60		TEKTRONIX	A64		235.32		235.32
11273		MOBILE CART	12/80	SLN		60		TEKTRONIX	A64		447.36		447.36
11274		POWER LINE SIMULATOR	12/80	SLN		60	169	ROHDE & SCHWART	A64		1,296.91		1,296.91
11275		POWER LINE SIMULATOR	12/80	SLN		60	122	ROHDE & SCHWART	A64		1,894.86		1,894.86
11276		POWER LINE SIMULATOR	12/80	SLN		60	127	ROHDE & SCHWART	A64		1,894.86		1,894.86
11281		TURRET HILL - BRIDGE	4/81	SLN		144	180171	GARCO-BRIDGEPO	164		8,374.61		6,455.43		1,919.18
11645		500F READER/PRINTER	9/81	SLN		84	189738	GRAPHIC SYSTEM	166		1,850.00		1,850.00
11664		INPUT ADAPTER	10/81	SLN		60	28943	GOULD	TST		1,263.33		1,263.33
11665		INPUT ADAPTER	10/81	SLN		60	27045	GOULD	TST		350.00		350.00
11666		910 STANDALONE	11/81	SLN		36			166		7,871.19		7,871.19
11680		TELLER ASSIST UNIT S	9/82	SLN		60	0848	T 95089	TST		9,205.28		9,205.28
11906		TABS 911 FOR PRODUCT	8/82	SLN		60	V0009	DIEBOLD	TST		7,755.86		7,755.86
12456		VOLTMETER	7/71	SLN		114	1131A119	HEWLETT-PACKAR	A64		347.35		347.35
12458		SIGNAL GENERATOR	7/71	SLN		114	4868	EXACT	A64		600.11		600.11
12461		DC POWER SUPPLIES (5	7/73	SLN		144		HEWLETT PACKAR	A64		500.35		500.35
12515		PLUMBING FOR MACHINE	7/72	SLN		144			A64		9,326.32		9,326.32
12516		WIRE RACKS & TRANSFE	7/72	SLN		144			A64		6,541.15		6,541.15
12517		WORK BENCHES	7/72	SLN		144			A64		5,492.17		5,492.17
12518		ELECTRIC SERVICE FOR	7/72	SLN		144			A64		15,754.17		15,754.17
12519		WIRE RACKS & WORK BE	7/72	SLN		144			A64		9,000.86		9,000.86
12520		WELDING PLATEN 5X8	7/73	SLN		144		BUCKEYE	A64		2,131.97		2,131.97
12660		EQUIP RESEARCH LAB M	7/74	SLN		144			A64		90,739.38		90,739.38
12895		CROSS SLIDE ROTARY T	12/81	SLN		144	B1341481	ADVANCE PROD.	164		3,994.99		3,079.47		915.52
12957		FLUKE CLAMP ON CURRE	12/80	SLN		60		FLUKE	A64		82.00		82.00
12958		TEMP PROBE	12/80	SLN		60	2305022	FLUKE	A64		101.00		101.00
13001		SYNCROWAVE WELDER MI	7/80	SLN		144	JA401772	MILLER	A64		2,953.50		2,522.78		430.72
13001	01	SPOOLMATIC II GUN/KE	7/80	SLN		144	JA379509	MILLER	A64		615.00		525.31		89.69
		ITEM TOTALS									3,568.50		3,048.09		520.41
13631		PUNCH PRESS	12/89	SL		144	9213	TRUMPF	264		200,966.00		20,933.96		180,032.04
13632		BRAKE/FORMING CENTER	12/89	SL		144		CINCINNATI INC	264		135,553.00		14,120.10		121,432.90
13633		BACKGAGE	12/89	SL		144		CINCINNATI INC	264		28,420.00		2,960.42		25,459.58
13634		HAEGER PRESS PEMSERT	12/89	SL		144	1942	FABRICATING	264		9,461.96		985.62		8,476.34
13644		DEB & POLSH MACHINE	8/90	SL		144		AME	264		22,559.59		375.99		22,183.60
13645		DIGITAL READOUT	8/90	SL		144		J & P DIGITAL	264		2,717.00		45.28		2,671.72
13646		DIGITAL READOUT	8/90	SL		144		J & P DIGITAL	264		2,712.00		45.20		2,666.80
15191		ELECTRIC FORK LIFT T	7/85	SLN		144	12570427	CLARK	164		4,650.00		2,034.38		2,615.62
15196		84 MEGABYTE DISK STO	6/85	SLN		60		INTEL	166		15,760.50		15,366.49		394.01

REQUEST NO.    008	ELECTRONICS FACILITY 009		PAGE    5
REPORT NO.      170
RUN DATE    09/07/90	BOOK LEDGER REPORT		FAS    REL10.2.1
RUN TIME    09.45.37	AS OF SEP, 1990	BOOK 1

ITEM NUMBER	UNIT NUMB	DESCRIPTION	ENT SERV	DEPR METH	EST LIFE		SERIAL NUMBER		MANUFACTURER NAME	PRO SAL CAT PER	BASIS AMOUNT		ACCUMULATED DEPRECIATION		NET BOOK VALUE
SYSTEM SOFTWARE ENG 6624
15211		WORKSTATION 16KW MEM	11/82	SLN		60			CALCOMP	166		15,000.00		15,000.00
15238		APERATURE WHEEL/DESI	7/83	SLN		144		NONE	QSI	164		1,982.14		1,197.55		784.59
15634		IN CIRCUIT TEST FIXT	10/87	SL		60			FLEXTRONICS	TES		15,085.00		9,805.25		5,279.75
15635		DIGITAL STORAGE SCOP	10/87	SL		60			US INSTRUMENTS	TES		7,043.75		4,578.44		2,465.31
16339		COPIER	10/89	SL		60		7980509972	RICOH	266		11,357.00		2,839.25		6,517.75
20203		9510 CONTROLLER	2/82	SLN		84		34152725	DIEBOLD	166		12,633.09		12,633.09
20204		LINE PRINTER	5/82	SLN		84		1P12026		166		1,860.00		1,860.00
20205		AJ1235 MODEM	5/82	SLN		84		001517		166		895.00		695.00
20209		DIEBOLD DB1200 MODEM	5/82	SLN		84		221380	DIEBOLD	166		632.40		632.40
20210		DIEBOLD DB1200 MODEM	5/82	SLN		84		221407	DIEBOLD	166		632.40		632.40
20212		DB 2400 MODEM	6/82	SLN		84		251338	DIEBOLD	166		437.60		437.60
20219		3M QUANTIMATIC PRINT	6/82	SLN		84		342708	3M	166		48,034.83		48,034.83
20230		“DRC” AUTOMATIC BACK	9/82	SLN		144		ZA220003	METAL FORM SYS	164		5,250.00		3,609.37		1,640.63
20231		TABS 911 ATM	9/82	SLN		84		W-7374	DIEBOLD	166		10,675.90		10,675.90
20232		INSTAPAK FOAM PACKAG	9/82	SLN		144		8778-05	INSTAPAK	164		2,047.97		1,407.98		639.99
20255		ELECTRONIC TYPEWRITE	12/82	SLN		84		44013800	ROYAL	166		840.00		840.00
20256		HAZELTINE TERMINAL-H	12/82	SLN		60		GR439Z	TEKTRONIX	166		741.51		741.51
20262		LOGIC PACK FOR PAL D	6/83	SLN		84		N1923A20	DATA I/O	166		4,632.03		4,549.31		82.72
20263		PALASM DESIGN ADAPTE	6/83	SLN		84		303A100V	DATA I/O	166		3,526.50		3,463.53		62.97
20264		PROGRAMING TEST ADA	6/83	SLN		84		71519470	DATA I/O	166		3,526.50		3,463.53		62.97
20265		CALIBRATOR EXTENDER	12/82	SLN		84		9101521	DATA I/O	166		160.00		160.00
20266		SYSTEM PROGRAMMER	12/82	SLN		84		G1225A21	DATA I/O	166		4,158.55		4,158.55
20267		UNIPAK 950-0099-003	12/82	SLN		84		M1084A2	DATA I/O	166		2,000.00		2,000.00
20268		PROM PROGRAMMING MOD	12/82	SLN		84		2152280	DATA I/O	166		825.00		825.00
20269		GANG MODULE	12/82	SLN		84		M1130E2	DATA I/O	166		1,707.62		1,707.82
20270		CHARACTERIZER FOR 27	12/82	SLN		84		7141566	DATA I/O	166		85.00		85.00
20271		CHARACTERIZER FOR 27	12/82	SLN		84		7141569	DATA I/O	166		85.00		85.00
20272		CHARACTERIZER FOR 27	6/83	SLN		84		2	DATA I/O	166		3,314.27		3,255.09		59.18
20273		CHARACTERIZER FOR 27	12/82	SLN		84		7141576	DATA I/O	166		85.00		85.00
20274		CHARACTERIZER FOR 27	12/82	SLN		84		4001	DATA I/O	166		87.77		87.77
20275		UNIVERSAL CALIBRATOR	12/82	SLN		84		9101071	DATA I/O	166		355.68		355.68
20277		PRO-NOTCH	3/83	SLN		144		180348		164		7,816.39		4,722.40		3,093.99
20278		MODEL 2300-4017 8085	3/83	SLN		84		NONE	ELECTRO-RENT	166		400.00		392.86		7.14
20279		MODEL 2300-9403 DVLP	3/83	SLN		84		2208	ELECTRO-RENT	166		5,154.56		5,062.51		92.05
20280		MODEL MD3A DUAL FLOP	3/83	SLN		84		1017	ELECTRORENT	166		3,200.00		3,142.86		57.14
20281		MODEL 2300-4021-01 P	8/83	SLN		84		16011CI	ELECTRORENT	166		400.00		392.86		7.14
20294		SPECTRUM ANALIZER	9/83	SLN		60		3546436		TST		18,772.87		18,772.87
20295		DIGITAL ADAPTER	9/83	SLN		60		3746		TST		4,700.00		4,700.00
20542		BRANOT MODEL 862 CUR	3/84	SLN		60		R48045	BRANDT	TST		1,844.11		1,844.11
20544		48” ARM & 13 5/8 RAD	4/84	SLN		144		82120	IKEDA	164		20,828.44		10,848.14		9,980.30
20545		PORTABLE ELECTROSTAT	6/84	SLN		60		535	NEDERMAN	TST		3,269.82		3,269.82
20546		SEMI-AUTO WELDING PK	6/84	SLN		144		1688-29	BUCKEYE CORP	164		6,247.15		3,253.73		2,993.42

REQUEST NO.    008	ELECTRONICS FACILITY 009		PAGE    6
REPORT NO.      170
RUN DATE    09/07/90	BOOK LEDGER REPORT		FAS    REL10.2.1
RUN TIME    09.45.37	AS OF SEP, 1990	BOOK 1

ITEM NUMBER	UNIT NUMB	DESCRIPTION	ENT SERV	DEPR METH	EST LIFE		SERIAL NUMBER		MANUFACTURER NAME	PRO SAL CAT PER	BASIS AMOUNT		ACCUMULATED DEPRECIATION		NET BOOK VALUE
SYSTEM SOFTWARE ENG 6624
20557		MICROFILM READER/PRI	6/84	SLN		84		295711	3M	166		2,406.57		2,148.72		257.85
20558		PRINTFOLD AUTO CONVE	6/84	SLN		84		00005435	3M	166		11,955.00		10,674.11		1,280.89
20559		ENVIRONMENTAL TEST C	6/84	SLN		60				TST		17,380.00		17,380.00
20576		PDS #1	7/84	SLN		60		JZ2791	INTEL	TST		3,072.82		3,072.82
20577		PDS #2	7/84	SLN		60		JZ396	INTEL	TST		3,072.82		3,072.82
20578		DISK #1	7/84	SLN		60		MT00169	INTEL	TST		3,072.82		3,072.82
20579		DISK #2	7/84	SLN		60		MT00024	INTEL	TST		3,072.82		3,072.82
20580		DISK #3	7/84	SLN		60		MT00094	INTEL	TST		3,072.82		3,072.82
20581		EMV #1	7/84	SLN		60		JV02322	INTEL	TST		3,072.82		3,072.82
20582		EMV #2	7/84	SLN		60		JV993	INTEL	TST		3,072.82		3,072.82
20604		MODEL SURGE NET P3	10/84	SLN		60		8402085	KEYTEK	TST		4,170.03		4,170.03
20605		COUPLER/FILTER	10/84	SLN		60		8402086	KEYTEK	TST		4,170.03		4,170.03
20606		MAINFRAME	10/84	SLN		60		8402079	KEYTEK	TST		4,170.03		4,170.03
20607		MODEL SURGE NET P1	10/84	SLN		60		8402084	KEYTEK	TST		4,170.03		4,170.03
20608		MODEL SURGE NET P9	10/84	SLN		60		8402087	KEYTEK	TST		4,170.03		4,170.03
20609		VOLTAGE/CURRENT MODU	10/84	SLN		60		8402082	KEYTEK	TST		4,170.03		4,170.03
20610		LINE SYNCH MODULE	10/84	SLN		60		8402081		TST		4,170.02		4,170.02
20611		CHARGE PULSE MODULE	10/84	SLN		60		8402080	KEYTEK	TST		4,170.02		4,170.02
20612		DIFFERENTUAL PROBE	10/84	SLN		60		8402083	KEYTEK	TST		4,170.02		4,170.02
20613		PROBE CONVERSION CAB	10/84	SLN		60		8405448	KEYTEK	TST		1,109.17		1,109.17
20614		CARRYING CASE/CALIB.	10/84	SLN		60		8405447	KEYTEK	TST		1,109.17		1,109.17
20615		POWER SUPPLY/CONTROL	10/84	SLN		60		8405445	KEYTEK	TST		1,109.17		1,109.17
20616		ON 1 DISCHARGE NETWO	10/84	SLN		60		8405444	KEYTEK	TST		1,109.17		1,109.17
20617		DISCHARGER	10/84	SLN		60		8405443	KEYTEK	TST		1,109.16		1,109.16
20618		CURRENT INJECTION AD	10/84	SLN		60		8405447	KEYTEK INSTRUM	TST		1,109.16		1,109.16
20628		CONTROL SWITCH	10/84	SLN		84		45309002	BLACK BOX	166		169.82		151.63		18.19
20629		CONTROL SWITCH	10/84	SLN		84		45309016	BLACK BOX	166		169.81		151.61		18.20
20642		IBM PC	12/84	SLN		60		90386161	IBM	166		6,483.28		6,483.28
20644		IBM PC	12/84	SLN		60		80334061	IBM	166		6,483.27		6,483.27
20648		PRINTER	10/84	SLN		84		401261	EPSON	166		467.27		417.20		50.07
20649		PRINTER	10/84	SLN		84		364804	EPSON	166		467.27		417.20		50.07
20650		PRINTER	10/84	SLN		84		401606	EPSON	166		467.27		417.20		50.07
20651		PRINTER	10/84	SLN		84		364790	EPSON	166		467.27		417.20		50.07
20659		DRAFTING TABLE	10/84	SLN		60			HAMILTON	166		800.00		800.00
20660		DRAFTING MACHINE	10/84	SLN		60		223657	VEMCO	166		416.31		416.31
20705		DYNAMOMETER	12/84	SLN		60		5871	MAGTROL	TST		1,844.34		1,844.34
20744		AIR COMPRESSOR	5/85	SLN		144		0T561475	INGERSOLL RAND	164		3,557.94		1,556.60		2,001.34
20753		VERTICAL MACHINING C	3/85	SLN		144		28103197	CNC	164		77,946.37		34,101.53		43,844.84
20753	01	VERTICAL MACHINING C	4/85	SLN		144		28103197		164		1,594.94		697.79		897.16
		ITEM TOTALS										79,541.31		34,799.32		44,741.99
20758		ENVIRONMENTAL TEST C	4/85	SLN		60		4765	RANSCO	TST		99,420.00		96,934.50		2,485.50
20767		DATA LINE MONITORS	4/86	SLN		60		00008363	DIGILOG	TST		3,308.50		3,225.79		82.71

REQUEST NO.    008	ELECTRONICS FACILITY 009		PAGE    7
REPORT NO.      170
RUN DATE    09/07/90	BOOK LEDGER REPORT		FAS    REL10.2.1
RUN TIME    09.45.37	AS OF SEP, 1990	BOOK 1

ITEM NUMBER	UNIT NUMB	DESCRIPTION	ENT SERV	DEPR METH	EST LIFE		SERIAL NUMBER		MANUFACTURER NAME	PRO SAL CAT PER	BASIS AMOUNT		ACCUMULATED DEPRECIATION		NET BOOK VALUE
SYSTEM SOFTWARE ENG 6624
20801		EMULATOR	4/85	SLN		60		IPDSEMV5	INTEL	TST		743.34		724.76		18.58
20802		DISK DRIVE	4/85	SLN		60		IPDS130	INTEL	TST		2,973.39		2,899.06		74.33
20803		MAINFRAME	5/85	SLN		60		023		166		10,791.88		10,522.08		269.80
20804		CONTROLLER	5/85	SLN		60		023		166		24,300.00		23,692.50		607.50
20805		CHART RECORDER	5/85	SLN		60		0791		166		1,510.00		1,472.25		37.75
20806		LOAD CELL	5/85	SLN		60		014		166		2,170.00		2,115.75		54.25
20807		LOAD CELL	5/85	SLN		60		0265		166		2,280.00		2,223.00		57.00
20810		DIAZO PRINTER	5/85	SLN		60		2405	BRUNING	166		1,927.55		1,879.36		48.19
20910		EMULATOR	2/85	SLN		60		01881711	APPLIED MICRO	TST		5,520.50		5,382.49		138.01
20939		EMULATOR	6/85	SLN		60		01881667	APPLIED MICROS	166		6,143.50		5,989.91		153.59
20946		EMULATOR	2/85	SLN		60		01188171	APPLIED MICRO	TST		5,520.50		5,382.49		138.01
20966		EXPANSION CHASSIS	6/85	SLN		60		E202077	MICROHIO	166		950.00		926.25		23.75
20968		FLOPPY DISK DRIVE TE	6/85	SLN		60		851415	AVA INSTRUMENT	TST		3,344.50		3,260.89		83.61
20981		DIGITAL BENCH MICROM	7/85	SLN		60		A22953	TESTING MACH I	TST		1,183.48		1,153.89		29.59
21054		PAPER SHREDDER	9/85	SLN		96		03133780	DESTROYIT	OFF		1,139.00		747.47		391.53
21073		PROM PROGRAMMER	9/85	SLN		60		50300370	DATA IO	166		2,605.06		2,539.93		65.13
21094		ENLARGER PRINTER	12/85	SLN		60		0312047	3M	166		38,782.00		37,812.45		969.55
21095		1010 SYSTEM	10/85	SLN		60		N03046	DIEBOLD	TST		10,085.56		9,833.42		252.14
21096		1005 SYSTEM	10/85	SLN		60		0N02798	DIEBOLD	TST		10,085.56		9,833.42		252.14
21096	01	ADD CHGS-BASE CHASSI	9/86	SL		144			INTEL	164		1,334.38		472.59		861.79
		ITEM TOTALS										11,419.94		10,306.01		1,113.93
21097		1005 SYSTEM	10/85	SLN		60				TST		10,085.55		9,833.41		252.14
21098		1005 SYSTEM	10/85	SLN		60				TST		10,085.55		9,833.41		252.14
21111		DATA LOGGER	5/86	SL		144		660040	FLUKE	164		8,595.35		3,044.18		5,551.17
21119		EMULATOR ZAX	8/86	SL		144		601017 DA	ZAX	164		5,000.00		1,770.83		3,229.17
21120		DATA LINE MONITOR	5/86	SL		144		8774	DIGILOG	164		3,308.62		1,171.80		2,136.82
21125		COMPACT COMPUTER	6/86	SL		144		B02456	WINCHESTER	164		9,045.40		3,203.58		5,841.82
21129		DATA LINE MONITOR	5/86	SL		144		8776	DIGILOG	164		3,308.61		1,171.80		2,136.81
21137		COMPACT COMPUTER	8/86	SL		144		B001812	WINCHESTER	164		9.045.40		3,203.58		5,841.82
21150		PRINTFOLD 20 COLLATO	6/86	SL		60		6033	SUMMIT	166		5,321.78		4,523.51		798.27
21151		COMPACT COMPUTER	8/86	SL		144		B001820	WINCHESTER	164		9,045.40		3,203.58		5,841.82
21152		COMPACT COMPUTER	8/86	SL		144		B001719	WINCHESTER	164		9,045.40		3,203.58		5,841.82
21153		COMPACT COMPUTER	8/86	SL		144		B01918	WINCHESTER	164		9,045.40		3,203.58		5,841.82
21158		COMPACT COMPUTER	8/86	SL		144		001512	WINCHESTER	164		9,045.40		3,203.58		5,841.82
21159		COMPACT COMPUTER	8/86	SL		144			WINCHESTER	164		9,045.40		3,203.58		5,841.82
21160		1005	8/86	SL		60				RED		4,030.93		3,426.29		604.64
21161		1005	8/86	SL		60				RED		4,030.93		3,426.29		604.64
21162		1005	8/86	SL		60				RED		4,030.93		3,426.29		604.64
21228		13-SONEX BAFFLES	12/85	SL		60				TST		2,496.00		2,433.60		62.40
21228	01	ADDITIONAL COST	8/86	SL		60				TST		91.96		78.17		13.79
		ITEM TOTALS										2,587.96		2,511.77		76.19
21253		PC COMMUNICATION BDS	12/86	SL		144			INTEL	164		20,000.00		7,083.33		12,916.67

REQUEST NO.    008	ELECTRONICS FACILITY 009		PAGE    8
REPORT NO.      170
RUN DATE    09/07/90	BOOK LEDGER REPORT		FAS    REL10.2.1
RUN TIME    09.45.37	AS OF SEP, 1990	BOOK 1

ITEM NUMBER	UNIT NUMB	DESCRIPTION	ENT SERV	DEPR METH	EST LIFE		SERIAL NUMBER		MANUFACTURER NAME	PRO SAL CAT PER	BASIS AMOUNT		ACCUMULATED DEPRECIATION		NET BOOK VALUE
SYSTEM SOFTWARE ENG 6624
21253	01	COMMUNICATION BOARDS	4/87	SL		60			INTEL	RAD		4,233.05		2,751.48		1,481.57
		ITEM TOTALS										24,233.05		9,834.81		14,398.24
21254		MISC BDS & CABLE	12/86	SL		144			INTEL	164		18,518.20		6,558.53		11,959.67
21254	02	MISC BDS & CABLE	8/87	SL		60			INTEL	TES		7,585.45		4,930.54		2,654.91
		ITEM TOTALS										26,103.65		11,489.07		14,614.58
21257		LAB FURNITURE	4/87	SL		96			WORKPLACE	269		4,285.80		1,741.11		2,544.69
21271		DISK DRIVES	8/87	SL		60			ARROW ELECTRON	266		2,003.69		1,302.40		701.29
21273		PC SOFTWARE	8/87	SL		60				SOF		715.29		453.02		262.27
21273	01	PC LINK	8/87	SL		60			INTEL	266		1,084.09		704.66		379.43
		ITEM TOTALS										1,799.38		1,157.68		641.70
21291		POLYTRON VERSION	3/89	SL		60			POLYTRON	SOF		6,083.13		1,926.32		4,156.81
21292		ETHERNET CARDS	3/89	SL		60			AMERICAN OFFIC	266		1,265.50		316.38		949.12
21459		DOS 3.3 & MICRUN 80	12/87	SL		60				SOF		632.50		358.42		274.08
21460		HIGGINS LAN KIT,	12/87	SL		60				SOF		2,367.86		1,341.79		1,026.07
21461		INTELLINK BOX	12/87	SL		60			INTEL	266		1,892.87		1,230.36		662.51
22201		PC SYSTEM	8/86	SL		60		6313835150	IBM	166		2,497.50		2,122.88		374.62
22204		ZENEX BOX	8/86	SL		144		N05274	INTEL	164		20,000.00		7,083.33		12,916.67
22206		LINK BOX	8/86	SL		144			INTEL	164		1,800.00		637.50		1,162.50
22207		PRINTER	8/86	SL		144		006270	COM REX	164		1,047.00		370.81		676.19
22208		INTEL 1005 CONTROLL	11/86	SL		144		P11630	INTEL	164		3,695.68		1,308.88		2,386.80
22209		ADM II	11/86	SL		144		91422		164		826.19		292.61		533.58
22211		1072 WALK-UP TERMINA	11/86	SL		60		000MM00514	DIEBOLD	166		12,962.95		11,018.51		1,944.44
22212		WORKSTATION #2	9/86	SL		60		2005	CALCOMP	166		3,336.37		2,835.92		500.45
22213		WORKSTATION #3	9/86	SL		60		2006	CALCOMP	166		3,336.37		2,835.92		500.45
22214		WORKSTATION #1	9/86	SL		60		2007	CALCOMP	166		3,336.37		2,835.92		500.45
22215		GRAPHICS TAB DIGITIZ	9/86	SL		60		2011	CALCOMP	166		3,336.37		2,835.92		500.45
22216		PLOTTER/PEN	9/86	SL		60		3168	CALCOMP	166		3,336.36		2,835.91		500.45
22217		PRINTER	9/86	SL		60		2001	CALCOMP	166		3,336.36		2,835.91		500.45
22218		DISK DRIVE	9/86	SL		60		2016		166		3,336.36		2,835.91		500.45
22219		MAGNETIC TAPE	9/86	SL		60		2049		166		3,336.36		2,835.91		500.45
22220		FLOPPY DISK	9/86	SL		60		2034	CALCOMP	166		3,336.36		2,835.91		500.45
22221		CPU	9/86	SL		60		3013	CALCOMP	166		3,336.36		2,835.91		500.45
22222		CONSOLE	9/86	SL		60		2040	CALCOMP	166		3,336.36		2,835.91		500.45
22518		DATA I/O PROM PROGRA	4/87	SL		60		0005305365	DATA I/O CORP	TES		2,616.00		1,700.40		915.60
22346		DIG STOR OSCILLOSCOP	6/87	SL		60		0004040626	METERMASTER	TES		5,568.79		3,619.71		1,949.08
22348		TIE WRAP MACHINE	6/87	SL		60		DGH 137	PANDUIT	TES		3,038.40		1,974.96		1,063.44
22363		FELINE DATA LINE MON	7/87	SL		60		103086	DATA PROCESSIN	TES		1,663.12		1,081.03		582.09
22364		FELINE DATA LINE MON	7/87	SL		60		60901048	DATA PROCESSIN	TES		1,663.12		1,081.03		582.09
22365		FELINE DATA LINE MON	7/87	SL		60		98086	DATA PROCESSIN	TES		1,663.12		1,081.03		582.09
22366		FELINE DATA LINE MON	7/87	SL		60		100086	DATA PROCESSIN	TES		1,663.12		1,081.03		582.09
22368		FELINE DATA LINE MON	7/87	SL		60		104086	DATA PROCESSIN	TES		1,663.12		1,081.03		582.09
22373		PROTOCOL ANALYZER	7/87	SL		60		2612403360	HEWLETT PACKAR	TES		5,559.04		3,613.38		1,945.66

REQUEST NO.    008	ELECTRONICS FACILITY 009		PAGE    9
REPORT NO.      170
RUN DATE    09/07/90	BOOK LEDGER REPORT		FAS    REL10.2.1
RUN TIME    09.45.37	AS OF SEP, 1990	BOOK 1

ITEM NUMBER	UNIT NUMB	DESCRIPTION	ENT SERV	DEPR METH	EST LIFE		SERIAL NUMBER		MANUFACTURER NAME	PRO SAL CAT PER	BASIS AMOUNT		ACCUMULATED DEPRECIATION		NET BOOK VALUE
SYSTEM SOFTWARE ENG 6624
22374		COMPAQ 256K	7/87	SL		60		1648ABAB00	COMPUTERLAND	TES		1,869.04		1,214.88		654.16
22375		FELINE DATA LINE MON	7/87	SL		60		101086	DATA PROCESSIN	TES		1,663.13		1,081.03		582.10
22376		PC	7/87	SL		60		9511	MAGITRONIC	266		851.04		553.18		297.86
22377		PC	7/87	SL		60		9512	MAGITRONIC	266		851.04		553.18		297.86
22391		GRINDING FIXTURE	9/87	SL		144		WELDON	TRICO TOOL CO	264		2,327.57		630.38		1,697.19
22393		MICRO ANALYST	9/87	SL		60		0008001417	NORTHWEST IND	RAD		4,383.53		2,849.29		1,534.24
22394		FACSIMILE MACHINE	10/87	SL		60		075104516E	SHARP	266		2,698.46		1,754.00		944.46
22414		ZAX EMULATOR PKG	12/87	SL		60		504054	ZAX CORP	TES		4,774.67		3,093.86		1,680.81
22417		AT PC & MONITOR	12/87	SL		60		023825	COMPUTER PRODU	266		2,009.82		1,304.30		705.52
22418		AT PC & MONITOR	12/87	SL		60		023626	COMPUTER PRODU	266		2,009.81		1,304.30		705.51
22419		AT PERSONAL COMPUTER	12/87	SL		60		021519	COMPUTER PRODU	266		2,118.06		1,376.74		741.32
22419	01	DOS 3.3	12/87	SL		60			COMPUTERLAND	SOF		90.00		51.00		39.00
		ITEM TOTALS										2,208.06		1,427.74		780.32
22420		AT PERSONAL COMPUTER	12/87	SL		60		021514	COMPUTER PRODU	266		2,118.05		1,376.73		741.32
22420	01	DOS 3.3	12/87	SL		60			COMPUTERLAND	SOF		90.00		51.00		39.00
		ITEM TOTALS										2,208.05		1,427.73		780.32
22422		AT PERSONAL COMPUTER	12/87	SL		60		021520	COMPUTER PRODU	266		2,118.06		1,376.74		741.32
22422	01	DOS 3.3	12/87	SL		60			COMPUTERLAND	SOF		90.00		51.00		39.00
		ITEM TOTALS										2,208.06		1,427.74		780.32
22424		AT PERSONAL COMPUTER	12/87	SL		60		021516	COMPUTER PRODU	266		2,118.06		1,376.74		741.32
22424	01	DOS 3.3	12/87	SL		60			COMPUTERLAND	SOF		90.00		51.00		39.00
		ITEM TOTALS										2,208.06		1,427.74		780.32
22469		CUTTER WIRE/TUBE	6/88	SL		144		488-574	EUBANKS	264		4,917.78		922.09		3,995.69
22490		EMULATOR (ZAX)	12/88	SL		60		601016DA		TES		5,525.25		2,486.36		3,038.89
22509		EMULATOR (ZAX)	12/88	SL		60		604017DA		TES		5,525.25		2,486.36		3,038.89
22510		EMULATOR (ZAX)	12/88	SL		60		64027DA		TES		5,525.25		2,486.36		3,038.89
22511		EMULATOR (ZAX)	12/88	SL		60		604019DA		TES		5,525.25		2,486.36		3,038.89
22515		PC	7/88	SL		60		0901248	COMPUTER PRODU	266		2,105.71		947.57		1,158.14
22515	01	DOS, BRIEF, XTPRO	7/88	SL		60			PROGRAMMER’S	SOF		462.27		208.02		254.25
		ITEM TOTALS										2,567.98		1,155.59		1,412.39
22516		PC	7/88	SL		60		0901245	COMPUTER PRODU	266		2,105.70		947.57		1,158.13
22516	01	DOS, BRIEF, XTPRO	7/88	SL		60			PROGRAMMER’S	SOF		462.27		208.02		254.25
		ITEM TOTALS										2,567.97		1,155.59		1,412.38
22517		PC	7/88	SL		60		0901247	COMPUTER PRODU	266		2,105.70		947.57		1,158.13
22517	01	DOS, BRIEF, XTPRO	7/88	SL		60			PROGRAMMER’S	SOF		462.27		208.02		254.25
		ITEM TOTALS										2,567.97		1,155.59		1,412.38
22518		PC	7/88	SL		60		0901246	COMPUTER PRODU	266		2,105.79		947.61		1,158.18
22518	01	DOS, BRIEF, XTPRO	7/88	SL		60			PROGRAMMER’S	SOF		462.27		208.02		254.25
		ITEM TOTALS										2,568.06		1,155.63		1,412.43
22522		SAMSUNG AT PC	8/88	SL		60		900032	COMPUTER PRODU	266		2,046.58		920.96		1,125.62
22528		PC XT COMPATIBLE	12/88	SL		60				266		1,825.60		821.52		1,004.08
22529		PC XT COMPATIBLE	12/88	SL		60				266		1,825.60		821.52		1,004.08

REQUEST NO.    008	ELECTRONICS FACILITY 009		PAGE    10
REPORT NO.      170
RUN DATE    09/07/90	BOOK LEDGER REPORT		FAS    REL10.2.1
RUN TIME    09.45.37	AS OF SEP, 1990	BOOK 1

ITEM NUMBER	UNIT NUMB	DESCRIPTION	ENT SERV	DEPR METH	EST LIFE		SERIAL NUMBER		MANUFACTURER NAME	PRO SAL CAT PER	BASIS AMOUNT		ACCUMULATED DEPRECIATION		NET BOOK VALUE
SYSTEM SOFTWARE ENG 6624
22529	01	DOS & MISC SOFTWARE	12/88	SL		60				SOF		1,860.81		682.30		1,178.51
		ITEM TOTALS										3,686.41		1,503.82		2,182.59
22530		PC AT COMPATIBLE	12/88	SL		60		021329		266		2,700.60		1,215.27		1,486.33
22531		PC XT COMPATIBLE	12/88	SL		60				266		1,825.60		821.52		1,004.08
22532		PC XT COMPATIBLE	12/88	SL		60				266		1,825.60		821.52		1,004.08
22533		PC XT COMPATIBLE	12/88	SL		60				266		1,825.60		821.52		1,004.08
22534		INTELLINK BOX	12/88	SL		60				266		1,700.00		765.00		936.00
22535		PC XT COMPATIBLE	12/88	SL		60				266		1,825.60		821.52		1,004.08
22536		PC XT COMPATIBLE	12/88	SL		60				266		1,825.60		821.52		1,004.08
22556	01	DOS & MISC SOFTWARE	12/88	SL		60				SOF		6,357.77		2,331.18		4,026.59
		ITEM TOTALS										8,183.37		3,152.70		5,030.67
22537		INTELLINK BOX	12/88	SL		60				266		1,709.01		769.05		939.96
22539		INTELLINK BOX	12/88	SL		60				266		1,799.01		809.55		989.46
22541		IBM PC PS/2	12/88	SL		60		72-7048693		266		6,193.22		2,786.95		3,406.27
22542		PC XT COMPATIBLE	12/88	SL		60				266		1,825.60		821.52		1,004.08
22543		PC XT COMPATIBLE	12/88	SL		60				266		1,825.60		821.52		1,004.08
22544		PC XT COMPATIBLE	12/88	SL		60				266		1,825.60		821.52		1,004.08
22545		PC XT COMPATIBLE	12/88	SL		60				266		1,825.60		821.52		1,004.08
22546		PC XT COMPATIBLE	12/88	SL		60				266		1,825.60		821.52		1,004.08
22546	01	DOS & MISC SOFTWARE	12/88	SL		60				SOF		4,496.96		1,648.88		2,848.08
		ITEM TOTALS										6,322.56		2,470.40		3,852.16
22548		INTELLINK BOX	12/88	SL		60				266		1,799.01		809.55		989.46
22553		CNS FILE SERVER	2/89	SL		60		4829061	AMERICAN OFFIC	266		28,029.03		7,007.26		21,021.77
22555		3M PROCESSOR CAMERA	10/88	SL		96		115049	COMDOC	269		49,777.04		13,999.79		35,777.25
22556		CURRENCY COUNTER	10/88	SL		60		RB3659	BRANDT INC	TES		2,328.77		1,047.95		1,280.82
22557		CURRENCY SORTER	10/88	SL		60		1530	DELARUE SYSTEM	TES		19,301.78		8,685.80		10,615.98
22600		ZENITH MNITOR	5/89	SL		60		7NN2204N0Q	COMPUTER MAIL	266		759.57		189.89		569.68
22614		IBM PC WITH MOUSE	3/89	SL		60		72-7015359	CBM COMPUTER	266		6,346.55		1,586.64		4,759.91
22614	01	ZENITH MONITOR	3/89	SL		60			COMPUTER MAIL	266		719.97		179.99		539.98
		ITEM TOTALS										7,066.52		1,766.63		5,299.89
22616		IN-CIRCUIT EMULATOR	3/89	SL		60		N50006928	INTEL	TES		20,063.82		5,015.96		15,047.86
22640		PC 286/12	5/90	SL		60		16740	COMPUADO CORP	266		2,738.29		171.14		2,567.15
22641		120 COMPUTER SYSTEM	5/90	SL		60		88032245	INTEL	266		10,511.21		656.95		9,854.26
22642		IBM MODEL 70 PC	5/90	SL		60		72-0001947	CBM COMPUTER	266		7,261.60		453.85		6,807.75
22643		IBM MODEL 70 PC	5/90	SL		60		72-7002249	CBM COMPUTER	266		5,317.21		332.33		4,984.88
22644		IBM MODEL 80 PC	5/90	SL		60		72-7052460	CBM COMPUTER	266		10,366.45		647.90		9,718.55
22647		PERSONAL COMPUTER AT	5/89	SL		60		031677	COMPUTER PRODU	266		1,835.66		463.41		1,390.25
22647	01	PROCESSING BOARD	6/89	SL		60			DIEBOLD	266		1,560.59		390.15		1,170.44
22647	02	PC LINK W/O DOCUMNT	6/89	SL		60			DIEBOLD	266		1,545.12		386.28		1,158.84
22647	03	2MEMORY KITS & MOUSE	6/89	SL		60			CBM COMPUTER	266		2,038.26		509.57		1,528.69
		ITEM TOTALS										6,997.63		1,749.41		5,248.22
22648		ZENITH MNITOR	5/89	SL		60		1NF0179NDF	COMPUTER MAIL	266		759.57		189.89		569.68

REQUEST NO.    008	ELECTRONICS FACILITY 009		PAGE    11
REPORT NO.      170
RUN DATE    09/07/90	BOOK LEDGER REPORT		FAS    REL10.2.1
RUN TIME    09.45.37	AS OF SEP, 1990	BOOK 1

ITEM NUMBER	UNIT NUMB	DESCRIPTION	ENT SERV	DEPR METH	EST LIFE		SERIAL NUMBER		MANUFACTURER NAME	PRO SAL CAT PER	BASIS AMOUNT		ACCUMULATED DEPRECIATION		NET BOOK VALUE
SYSTEM SOFTWARE ENG 6624
22652		1003W	12/89	SL		60		000367	DIEBOLD	TES		2,497.52		624.38		1,873.14
22653		1003W	12/89	SL		60		000355	DIEBOLD	TES		2,497.52		624.38		1,873.14
22654		1003W	12/89	SL		60		000369	DIEBOLD	TES		2,497.52		624.38		1,873.14
22663		IBM MODEL 70 PC	10/89	SL		60		72-7021133	CBM COMPUTER	266		5,321.42		1,330.38		3,991.07
22664		IBM MODEL 70 PC	10/89	SL		60		72-7016119	CBM COMPUTER	266		5,321.42		1,330.35		3,991.07
22668		MONITOR FLAT SCREEN	5/90	SL		60			COMPUTER MAIL	266		759.57		47.47		712.10
22668	01	IBM PC MODEL 70	5/90	SL		60		7024528	MICRO CENTER	266		7,178.21		448.64		6,729.57
		ITEM TOTALS										7,937.78		496.11		7,441.67
22669		ZENITH VGA MONITOR	12/89	SL		60		845N00351N	CBM COMPUTER	266		688.07		172.02		516.05
22669	01	IBM PS/2 PC	12/89	SL		60		7021017	CBM COMPUTER	266		4,954.80		1,238.70		3,716.10
		ITEM TOTALS										5,642.87		1,410.72		4,232.15
22670		IBM PS/2 PC	12/89	SL		60		1002485	CBM COMPUTER	266		4,358.11		1,089.53		3,268.58
22670	01	ZENITH VGA MONITOR	12/89	SL		60		904NC0163N	CBM COMPUTER	266		683.64		170.91		512.73
		ITEM TOTALS										5,041.75		1,260.44		3,781.31
22734		HOT GAS REFLOW MODUL	5/90	SL		60			AIR-VAC ENG CO	RAD		17,569.15		1,097.45		16,461.70
22739		OSCILLOSCOPE PROBE	5/90	SL		60		G103454	TEKTRONIX INC	TES		1,272.80		79.65		1,193.25
22748		COMPAQ LTE PC & MODEM	8/90	SL		60		47HAF30535	ENTRE COMPUTER	266		3,429.81		137.19		3,292.62
22749		8565-121 PS/2	8/90	SL		60		23-4513391	IBM	266		6,237.18		249.49		5,987.69
22750		MULTISYNC MONITOR 3D	8/90	SL		60		R5-L07606M	NEC	266		719.35		28.77		690.58
23020		IN CIRCUIT TEST FIXT	10/88	SL		60			SGI NEM HAMPSH	TES		8,286.00		3,728.70		4,557.30
23087		SOFTWARES FOR CADCAM	2/90	SL		60				SOF		69,772.29		9,302.97		60,469.32
30005	00	CASSETTE LOADER	4/81	SLN		60		0B7833	EPI	TST		1,108.00		1,108.00
50176	01	UPGRADE DATA IO PROG	8/84	SLN		60		1301239	DATA IO	TST		4,083.54		4,083.54
60047		DRAFTING TABLES AND	7/64	SLN		120				N66		1,104.87		1,104.87
60048		DRAFTING STOOLS	7/64	SLN		120				N66		237.95		237.95
60087		UNIVERSAL DRAFTING M	7/66	SLN		120			UNIVERSAL	N66		1,551.88		1,551.88
60357		PLATFORM SCALE	7/72	SLN		72			TOLEDO	A66		1,400.00		1,400.00
60493		SCOPEMOBILE CART	7/73	SLN		84				A66		480.00		480.00
60695		POWER SUPPLY	7/74	SLN		84		DCR40-35	SORENSON	A66		750.00		750.00
60955		DATASCOPE	7/76	SLN		84		E238847		A66		8,390.00		8,390.00
61085		DIGITAL MULTIMETER	7/77	SLN		84		8800	FLUKE	A66		1,135.00		1,135.00
61089		MILLIOMMETER	7/77	SLN		84				A66		1,053.28		1,053.28
68138		1 RTS100 UNIT CAFE P	10/85	SLN		96		501032	RTS	OFF		2,586.58		1,697.44		889.14
90472		TERMINAL SAVER CS100	10/87	SL		60			INTERGRAPH	266		1,708.43		1,110.48		597.95
90472	01	TERMINAL SAVER CS100	10/87	SL		60			INTERGRAPH	266		639.37		415.59		223.78
90472	02	TERMINAL SAVER CS100	10/87	SL		60			INTERGRAPH	266		639.37		415.59		223.78
90472	03	TERMINAL SAVER CS100	10/87	SL		60			INTERGRAPH	266		639.37		415.59		223.78
90472	04	TERMINAL SAVER CS100	10/87	SL		60			INTERGRAPH	266		639.37		415.59		223.78
90472	05	TERMINAL SAVER CS100	12/87	SL		60			INTERGRAPH	266		849.09		551.91		297.18
		ITEM TOTALS										5,115.00		3,324.75		1,790.25
90473		DOT MATRIX PRINTER	10/87	SL		60			INTERGRAPH	266		310.62		201.90		108.72
90473	01	DOT MATRIX PRINTER	10/87	SL		60			INTERGRAPH	266		116.25		75.56		40.69

REQUEST NO.    008	ELECTRONICS FACILITY 009		PAGE    12
REPORT NO.      170
RUN DATE    09/07/90	BOOK LEDGER REPORT		FAS    REL10.2.1
RUN TIME    09.45.37	AS OF SEP, 1990	BOOK 1

ITEM NUMBER	UNIT NUMB	DESCRIPTION	ENT SERV	DEPR METH	EST LIFE		SERIAL NUMBER	MANUFACTURER NAME	PRO SAL CAT PER	BASIS AMOUNT		ACCUMULATED DEPRECIATION		NET BOOK VALUE
SYSTEM SOFTWARE ENG 6624
90473	02	DOT MATRIX PRINTER	10/87	SL		60		INTERGRAPH	266		116.25		75.56		40.69
90473	03	DOT MATRIX PRINTER	10/87	SL		60		INTERGRAPH	266		116.25		75.56		40.69
90473	04	DOT MATRIX PRINTER	10/87	SL		60		INTERGRAPH	266		116.25		75.56		40.69
90473	05	DOT MATRIX PRINTER	12/87	SL		60		INTERGRAPH	266		154.38		100.35		54.03
		ITEM TOTALS									930.00		604.49		325.51
97163		COMPUTER CABLE INSTA	5/87	SL		60		HILSCHER CLARK	266		149.75		97.34		52.41
97163	#01	ENGINEERING TABLES	3/87	SL		60		INTERGRAPH	SOF		166.00		118.97		47.03
97163	#02	COMPUTER CABLE INSTA	5/87	SL		60		HILSCHER CLARK	266		147.95		96.17		51.78
97163	01	ENGINEERING TABLES	3/87	SL		60		INTERGRAPH	SOF		334.00		239.37		94.63
97163	02	ENGINEERING TABLES	3/87	SL		60		INTERGRAPH	SOF		125.00		89.58		35.42
97163	03	ENGINEERING TABLES	3/87	SL		60		INTERGRAPH	SOF		125.00		89.58		35.42
97163	04	ENGINEERING TABLES	3/87	SL		60		INTERGRAPH	SOF		125.00		89.58		35.42
97163	05	ENGINEERING TABLES	3/87	SL		60		INTERGRAPH	SOF		125.00		89.58		35.42
97163	08	COMPUTER CABLE INSTA	5/87	SL		60		HILSCHER CLARK	266		111.42		72.42		39.00
97163	09	COMPUTER CABLE INSTA	5/87	SL		60		HILSCHER CLARK	266		111.42		72.42		39.00
97163	10	COMPUTER CABLE INSTA	5/87	SL		60		HILSCHER CLARK	266		111.42		72.42		39.00
97163	11	COMPUTER CABLE INSTA	5/87	SL		60		HILSCHER CLARK	266		111.42		72.42		39.00
97163	13	COMPUTER CABLE INSTA	5/87	SL		60		HILSCHER CLARK	266		147.95		96.17		51.78
		ITEM TOTALS									1,891.33		1,296.02		595.31
97164		INTERACTIVE PCB DESG	1/87	SL		60		INTERGRAPH	SOF		2,013.35		1,510.01		503.34
97164	#01	INTERACTIVE PCB DESG	1/87	SL		60		INTERGRAPH	SOF		1,000.65		750.49		250.16
97164	01	INTERACTIVE PCB DESG	1/87	SL		60		INTERGRAPH	SOF		753.50		565.12		188.38
97164	02	INTERACTIVE PCB DESG	1/87	SL		60		INTERGRAPH	SOF		753.50		565.12		188.38
97164	03	INTERACTIVE PCB DESG	1/87	SL		60		INTERGRAPH	SOF		753.50		565.12		188.38
97164	04	INTERACTIVE PCB DESG	1/87	SL		60		INTERGRAPH	SOF		753.50		565.12		188.38
		ITEM TOTALS									6,028.00		4,520.98		1,507.02
97165		AUTO PLACER	1/87	SL		60		INTERGRAPH	SOF		2,013.35		1,510.01		503.34
97165	#01	AUTO PLACER	1/87	SL		60		INTERGRAPH	SOF		1,000.65		750.49		250.16
97165	01	AUTO PLACER	1/87	SL		60		INTERGRAPH	SOF		753.50		565.12		188.38
97165	02	AUTO PLACER	1/87	SL		60		INTERGRAPH	SOF		753.50		565.12		188.38
97165	03	AUTO PLACER	1/87	SL		60		INTERGRAPH	SOF		753.50		565.12		188.38
97165	04	AUTO PLACER	1/87	SL		60		INTERGRAPH	SOF		753.50		565.12		188.38
		ITEM TOTALS									6,028.00		4,520.98		1,507.02
97166		NC DRILL I/F	1/87	SL		60		INTERGRAPH	SOF		2,108.53		1,581.40		527.13
97166	#01	NC DRILL I/F	1/87	SL		60		INTERGRAPH	SOF		1,047.95		785.96		261.99
97166	01	NC DRILL I/F	1/87	SL		60		INTERGRAPH	SOF		789.13		591.85		197.28
97166	02	NC DRILL I/F	1/87	SL		60		INTERGRAPH	SOF		789.13		591.85		197.28
97166	03	NC DRILL I/F	1/87	SL		60		INTERGRAPH	SOF		789.13		591.85		197.28
97166	04	NC DRILL I/F	1/87	SL		60		INTERGRAPH	SOF		789.13		591.85		197.28
		ITEM TOTALS									6,313.00		4,734.76		1,578.24
97167		NC COMPONENT INSERT	1/87	SL		60		INTERGRAPH	SOF		2,108.21		1,581.16		527.05
97167	#01	NC COMPONENT INSERT	1/87	SL		60		INTERGRAPH	SOF		1,047.79		785.84		261.95

REQUEST NO.    008	ELECTRONICS FACILITY 009		PAGE    13
REPORT NO.      170
RUN DATE    09/07/90	BOOK LEDGER REPORT		FAS    REL10.2.1
RUN TIME    09.45.37	AS OF SEP, 1990	BOOK 1

ITEM NUMBER	UNIT NUMB	DESCRIPTION	ENT SERV	DEPR METH	EST LIFE		SERIAL NUMBER	MANUFACTURER NAME	PRO SAL CAT PER	BASIS AMOUNT		ACCUMULATED DEPRECIATION		NET BOOK VALUE
SYSTEM SOFTWARE ENG 6624
97167	01	NC COMPONENT INSERT	1/87	SL		60		INTERGRAPH	SOF		789.00		591.75		197.25
97167	02	NC COMPONENT INSERT	1/87	SL		60		INTERGRAPH	SOF		789.00		591.75		197.25
97167	03	NC COMPONENT INSERT	1/87	SL		60		INTERGRAPH	SOF		789.00		591.75		197.25
97167	04	NC COMPONENT INSERT	1/87	SL		60		INTERGRAPH	SOF		789.00		591.75		197.25
		ITEM TOTALS									6,312.00		4,734.00		1,578.00
97168		SCHEMATIC	1/87	SL		60		INTERGRAPH	SOF		2,013.36		1,510.02		503.34
97168	#01	SCHEMATIC	1/87	SL		60		INTERGRAPH	SOF		1,000.64		750.48		250.16
97168	01	SCHEMATIC	1/87	SL		60		INTERGRAPH	SOF		753.50		565.12		188.38
97168	02	SCHEMATIC	1/87	SL		60		INTERGRAPH	SOF		753.50		565.12		108.38
97168	03	SCHEMATIC	1/87	SL		60		INTERGRAPH	SOF		753.50		565.12		188.38
97168	04	SCHEMATIC	1/87	SL		60		INTERGRAPH	SOF		753.50		565.12		188.38
		ITEM TOTALS									6,028.00		4,520.98		1,507.02
97169		3D PANEL LAYOUT	1/87	SL		60		INTERGRAPH	SOF		343.35		257.51		85.84
97169	#01	3D PANEL LAYOUT	1/87	SL		60		INTERGRAPH	SOF		170.65		127.99		42.66
97169	01	3D PANEL LAYOUT	1/87	SL		60		INTERGRAPH	SOF		128.50		96.38		32.12
97169	02	3D PANEL LAYOUT	1/87	SL		60		INTERGRAPH	SOF		128.50		96.38		32.12
97169	03	3D PANEL LAYOUT	1/87	SL		60		INTERGRAPH	SOF		128.50		96.38		32.12
97169	04	3D PANEL LAYOUT	1/87	SL		60		INTERGRAPH	SOF		128.50		96.38		32.12
		ITEM TOTALS									1,028.00		771.02		256.98
97170		HIRING DIAGRAM	1/87	SL		60		INTERGRAPH	SOF		343.36		257.52		85.84
97170	#01	HIRING DIAGRAM	1/87	SL		60		INTERGRAPH	SOF		170.64		127.98		42.66
97170	01	HIRING DIAGRAM	1/87	SL		60		INTERGRAPH	SOF		128.50		96.38		32.12
97170	02	HIRING DIAGRAM	1/87	SL		60		INTERGRAPH	SOF		128.50		96.38		32.12
97170	03	HIRING DIAGRAM	1/87	SL		60		INTERGRAPH	SOF		128.50		96.38		32.12
97170	04	HIRING DIAGRAM	1/87	SL		60		INTERGRAPH	SOF		128.50		96.38		32.12
		ITEM TOTALS									1,028.00		771.02		256.98
97171		HARNESS TEMPLATE	1/87	SL		60		INTERGRAPH	SOF		343.35		257.51		65.84
97171	#01	HARNESS TEMPLATE	1/87	SL		60		INTERGRAPH	SOF		170.65		127.99		42.66
97171	01	HARNESS TEMPLATE	1/87	SL		60		INTERGRAPH	SOF		128.50		96.38		32.12
97171	02	HARNESS TEMPLATE	1/87	SL		60		INTERGRAPH	SOF		128.50		96.38		32.12
97171	03	HARNESS TEMPLATE	1/87	SL		60		INTERGRAPH	SOF		128.50		96.38		32.12
97171	04	HARNESS TEMPLATE	1/87	SL		60		INTERGRAPH	SOF		128.50		96.38		32.12
		ITEM TOTALS									1,028.00		771.02		256.98
97172		ARCH PROD/DESIGN	1/87	SL		60		INTERGRAPH	SOF		343.36		257.52		85.84
97172	#01	ARCH PROD/DESIGN	1/87	SL		60		INTERGRAPH	SOF		170.64		127.98		42.66
97172	01	ARCH PROD/DESIGN	1/87	SL		60		INTERGRAPH	SOF		128.50		96.38		32.12
97172	02	ARCH PROD/OESIGN	1/87	SL		60		INTERGRAPH	SOF		128.50		96.38		32.12
97172	03	ARCH PROD/DESIGN	1/87	SL		60		INTERGRAPH	SOF		128.50		96.38		32.12
97172	04	ARCH PROD/DESIGN	1/87	SL		60		INTERGRAPH	SOF		128.50		96.38		32.12
		ITEM TOTALS									1,028.00		771.02		256.98
97175		SPACE PLAN/FAC LAYOT	1/87	SL		60		INTERGRAPH	SOF		343.35		257.51		85.84
97173	#01	SPACE PLAN/FAC LAYOT	1/87	SL		60		INTERGRAPH	SOF		170.65		127.99		42.66

REQUEST NO.    008	ELECTRONICS FACILITY 009		PAGE    14
REPORT NO.      170
RUN DATE    09/07/90	BOOK LEDGER REPORT		FAS    REL10.2.1
RUN TIME    09.45.37	AS OF SEP, 1990	BOOK 1

ITEM NUMBER	UNIT NUMB	DESCRIPTION	ENT SERV	DEPR METH	EST LIFE		SERIAL NUMBER	MANUFACTURER NAME	PRO SAL CAT PER	BASIS AMOUNT		ACCUMULATED DEPRECIATION		NET BOOK VALUE
SYSTEM SOFTWARE ENG 6624
97173	01	SPACE PLAN/FAC LAYOT	1/87	SL		60		INTERGRAPH	SOF		128.50		96.38		32.12
97173	02	SPACE PLAN/FAC LAYOT	1/87	SL		60		INTERGRAPH	SOF		128.50		96.38		32.12
97173	03	SPACE PLAN/FAC LAYOT	1/87	SL		60		INTERGRAPH	SOF		128.50		96.38		32.12
97173	04	SPACE PLAN/FAC LAYOT	1/87	SL		60		INTERGRAPH	SOF		128.50		96.38		32.12
		ITEM TOTALS									1,028.00		771.02		256.98
97174		RAND MICAS	1/87	SL		60		INTERGRAPH	SOF		8,555.52		6,416.64		2,138.88
97174	#01	RAND MICAS	1/87	SL		60		INTERGRAPH	SOF		4,252.14		3,189.11		1,063.03
97174	01	RAND MICAS	1/87	SL		60		INTERGRAPH	SOF		3,201.92		2,401.44		800.48
97174	02	RAND MICAS	1/87	SL		60		INTERGRAPH	SOF		3,201.92		2,401.44		800.48
97174	03	RAND MICAS	1/87	SL		60		INTERGRAPH	SOF		3,201.92		2,401.44		800.48
97174	04	RAND MICAS	1/87	SL		60		INTERGRAPH	SOF		3,201.92		2,401.44		800.48
		ITEM TOTALS									25,615.34		19,211.51		6,403.83
97175		MEDS	1/87	SL		60		INTERGRAPH	SOF		5,353.35		4,015.01		1,338.34
97175	#01	MEDS	1/87	SL		60		INTERGRAPH	SOF		2,660.65		1,995.49		665.16
97175	01	MEDS	1/87	SL		60		INTERGRAPH	SOF		2,003.50		1,502.63		500.87
97175	02	MEDS	1/87	SL		60		INTERGRAPH	SOF		2,003.50		1,502.63		500.87
97175	03	MEDS	1/87	SL		60		INTERGRAPH	SOF		2,003.50		1,502.63		500.87
97176	04	MEDS	1/87	SL		60		INTERGRAPH	SOF		2,003.50		1,502.63		500.87
		ITEM TOTALS									16,028.00		12,021.02		4,006.98
97176		INTERACT SOLID MODEL	1/87	SL		60		INTERGRAPH	SOF		3,683.36		2,762.52		920.84
97176	#01	INTERACT SOLID MODEL	1/87	SL		60		INTERGRAPH	SOF		1,830.64		1,372.98		457.66
97176	01	INTERACT SOLID MODEL	1/87	SL		60		INTERGRAPH	SOF		1,378.50		1,033.88		344.62
97176	02	INTERACT SOLID MODEL	1/87	SL		60		INTERGRAPH	SOF		1,378.50		1,033.88		344.62
97176	03	INTERACT SOLID MODEL	1/87	SL		60		INTERGRAPH	SOF		1,378.50		1,033.88		344.62
97176	04	INTERACT SOLID MODEL	1/87	SL		60		INTERGRAPH	SOF		1,378.50		1,033.88		344.62
		ITEM TOTALS									11,028.00		8,271.02		2,756.98
97177		N/C PROGRAMMING	1/87	SL		60		INTERGRAPH	SOF		343.35		257.51		85.84
97177	01	N/C PROGRAMMING	1/87	SL		60		INTERGRAPH	SOF		128.50		96.38		32.12
97177	02	N/C PROGRAMMING	1/87	SL		60		INTERGRAPH	SOF		128.50		96.38		32.12
97177	03	N/C PROGRAMMING	1/87	SL		60		INTERGRAPH	SOF		128.50		96.38		32.12
97177	04	N/C PROGRAMMING	1/87	SL		60		INTERGRAPH	SOF		128.50		96.38		32.12
97177	05	N/C PROGRAMMING	1/87	SL		60		INTERGRAPH	SOF		170.65		127.99		42.66
		ITEM TOTALS									1,028.00		771.02		256.98
97178		APT & COMPANCT II	1/87	SL		60		INTERGRAPH	SOF		343.36		257.52		85.84
97178	01	APT & COMPANCT II	1/87	SL		60		INTERGRAPH	SOF		128.50		96.38		32.12
97178	02	APT & COMPANCT II	1/87	SL		60		INTERGRAPH	SOF		128.50		96.38		32.12
97178	03	APT & COMPANCT II	1/87	SL		60		INTERGRAPH	SOF		128.50		96.38		32.12
97178	04	APT & COMPANCT II	1/87	SL		60		INTERGRAPH	SOF		128.50		96.38		32.12
97178	05	APT & COMPANCT II	1/87	SL		60		INTERGRAPH	SOF		170.64		127.98		42.66
		ITEM TOTALS									1,028.00		771.02		256.98
97179		PARADISE	1/87	SL		60		INTERGRAPH	SOF		385.09		288.82		96.27
97179	01	PARADISE	1/87	SL		60		INTERGRAPH	SOF		144.13		108.10		36.03

REQUEST NO.    008	ELECTRONICS FACILITY 009		PAGE    15
REPORT NO.      170
RUN DATE    09/07/90	BOOK LEDGER REPORT		FAS    REL10.2.1
RUN TIME    09.45.37	AS OF SEP, 1990	BOOK 1

ITEM NUMBER	UNIT NUMB	DESCRIPTION	ENT SERV	DEPR METH	EST LIFE		SERIAL NUMBER	MANUFACTURER NAME	PRO SAL CAT PER	BASIS AMOUNT		ACCUMULATED DEPRECIATION		NET BOOK VALUE
SYSTEM SOFTWARE ENG 6624
97179	02	PARADISE	1/87	SL		60		INTERGRAPH	SOF		144.13		108.10		36.03
97179	03	PARADISE	1/87	SL		60		INTERGRAPH	SOF		144.13		108.10		36.03
97179	04	PARADISE	1/87	SL		60		INTERGRAPH	SOF		144.13		108.10		36.03
97179	05	PARADISE	1/87	SL		60		INTERGRAPH	SOF		191.39		143.54		47.85
		ITEM TOTALS									1,153.00		864.76		288.24
97180		INTERACT EMULATION	3/87	SL		60		INTERGRAPH	SOF		1,201.06		860.76		340.30
97180	01	INTERACT EMULATION	3/87	SL		60		INTERGRAPH	SOF		449.50		322.14		127.36
97180	02	INTERACT EMULATION	3/87	SL		60		INTERGRAPH	SOF		449.50		322.14		127.36
97180	03	INTERACT EMULATION	3/87	SL		60		INTERGRAPH	SOF		449.50		322.14		127.36
97180	04	INTERACT EMULATION	3/87	SL		60		INTERGRAPH	SOF		449.50		322.14		127.36
97180	05	INTERACT EMULATION	3/87	SL		60		INTERGRAPH	SOF		596.94		427.81		169.13
		ITEM TOTALS									3,596.00		2,577.13		1,018.87
97181		DIGITAL ANAL TOOLS	3/87	SL		60		INTERGRAPH	SOF		209.00		149.78		59.22
97181	01	DIGITAL ANAL TOOLS	3/87	SL		60		INTERGRAPH	SOF		125.00		89.58		35.42
97181	02	DIGITAL ANAL TOOLS	3/87	SL		60		INTERGRAPH	SOF		125.00		89.58		35.42
97181	03	DIGITAL ANAL TOOLS	3/87	SL		60		INTERGRAPH	SOF		125.00		89.58		35.42
97181	04	DIGITAL ANAL TOOLS	3/87	SL		60		INTERGRAPH	SOF		125.00		89.58		35.42
97181	05	DIGITAL ANAL TOOLS	3/87	SL		60		INTERGRAPH	SOF		166.00		118.97		47.03
		ITEM TOTALS									875.00		627.07		247.93
97182		HIERARCH SCH CAPTURE	3/87	SL		60		INTERGRAPH	SOF		3,340.00		2,393.67		946.33
97182	01	HIERARCH SCH CAPTURE	3/87	SL		60		INTERGRAPH	SOF		1,250.00		895.83		354.17
97182	02	HIERARCH SCH CAPTURE	3/87	SL		60		INTERGRAPH	SOF		1,250.00		895.83		354.17
97182	03	HIERARCH SCH CAPTURE	3/87	SL		60		INTERGRAPH	SOF		1,250.00		895.83		354.17
97182	04	HIERARCH SCH CAPTURE	3/87	SL		60		INTERGRAPH	SOF		1,250.00		895.83		354.17
97182	05	HIERARCH SCH CAPTURE	3/87	SL		60		INTERGRAPH	SOF		1,660.00		1,189.67		470.33
		ITEM TOTALS									10,000.00		7,166.66		2,833.34
97183		HILD FAULT FREE SIM	3/87	SL		60		INTERGRAPH	SOF		1,670.00		1,196.83		473.17
97183	01	HILD FAULT FREE SIM	3/87	SL		60		INTERGRAPH	SOF		625.00		447.92		177.08
97183	02	HILD FAULT FREE SIM	3/87	SL		60		INTERGRAPH	SOF		625.00		447.92		177.08
97183	03	HILD FAULT FREE SIM	3/87	SL		60		INTERGRAPH	SOF		625.00		447.92		177.08
97183	04	HILD FAULT FREE SIM	3/87	SL		60		INTERGRAPH	SOF		625.00		447.92		177.08
		ITEM TOTALS									4,170.00		2,968.51		1,181.49
97184		OFLN PHOTOPLOT	3/87	SL		60		INTERGRAPH	SOF		2,004.00		1,436.20		567.80
97184	02	OFLN PHOTOPLOT	3/87	SL		60		INTERGRAPH	SOF		750.00		537.50		212.50
97184	03	OFLN PHOTOPLOT	3/87	SL		60		INTERGRAPH	SOF		750.00		537.50		212.50
97184	04	OFLN PHOTOPLOT	3/87	SL		60		INTERGRAPH	SOF		750.00		537.50		212.50
97184	05	OFLN PHOTOPLOT	3/87	SL		60		INTERGRAPH	SOF		996.00		713.80		282.20
		ITEM TOTALS									5,250.00		3,762.50		1,487.50
97185		IGE/RUN TIME	3/87	SL		60		INTERGRAPH	SOF		1,242.48		890.44		352.04
97185	01	IGE/RUN TIME	3/87	SL		60		INTERGRAPH	SOF		465.00		333.25		131.75
97185	02	IGE/RUN TIME	3/87	SL		60		INTERGRAPH	SOF		465.00		333.25		131.75
97185	03	IGE/RUN TIME	3/87	SL		60		INTERGRAPH	SOF		465.00		333.25		131.75

REQUEST NO.    008	ELECTRONICS FACILITY 009		PAGE    16
REPORT NO.      170
RUN DATE    09/07/90	BOOK LEDGER REPORT		FAS    REL10.2.1
RUN TIME    09.45.37	AS OF SEP, 1990	BOOK 1

ITEM NUMBER	UNIT NUMB	DESCRIPTION	ENT SERV	DEPR METH	EST LIFE		SERIAL NUMBER	MANUFACTURER NAME	PRO SAL CAT PER	BASIS AMOUNT		ACCUMULATED DEPRECIATION		NET BOOK VALUE
SYSTEM SOFTWARE ENG 6624
97185	04	IGE/RUN TIME	3/87	SL		60		INTERGRAPH	SOF		465.00		333.25		131.75
97185	05	IGE/RUN TIME	3/87	SL		60		INTERGRAPH	SOF		617.52		442.56		174.96
		ITEM TOTALS									3,720.00		2,666.00		1,054.00
97199		INSTALL CAD-CAM LINE	4/87	SL		60		OBT	266		534.38		347.35		187.03
97199	01	INSTALL CAD-CAM LINE	4/87	SL		60		OBT	266		200.00		130.00		70.00
97199	02	INSTALL CAD-CAM LINE	4/87	SL		60		OBT	266		200.00		130.00		70.00
97199	03	INSTALL CAD-CAM LINE	4/87	SL		60		OBT	266		200.00		130.00		70.00
97199	04	INSTALL CAD-CAM LINE	4/87	SL		60		OBT	266		200.00		130.00		70.00
97199	05	INSTALL CAD-CAM LINE	4/87	SL		60		OBT	266		265.59		172.63		92.96
		ITEM TOTALS									1,599.97		1,039.96		559.99
97200		ELECTRICAL SUPPLIES	4/87	SL		144		GRAYBAR	264		331.06		89.66		241.40
97200	01	ELECTRICAL SUPPLIES	4/87	SL		144		GRAYBAR	264		123.90		33.56		90.34
97200	02	ELECTRICAL SUPPLIES	4/87	SL		144		GRAYBAR	264		123.90		33.56		90.34
97200	03	ELECTRICAL SUPPLIES	4/87	SL		144		GRAYBAR	264		123.90		33.56		90.34
97200	04	ELECTRICAL SUPPLIES	4/87	SL		144		GRAYBAR	264		123.90		33.56		90.34
97200	05	ELECTRICAL SUPPLIES	4/87	SL		144		GRAYBAR	264		164.54		44.56		119.96
		ITEM TOTALS									991.20		268.46		722.74
97205		EDMS	5/87	SL		60		INTERGRAPH	SOF		8,192.19		5,598.00		2,594.19
97205	01	EDMS	5/87	SL		60		INTERGRAPH	SOF		3,065.95		2,095.07		970.88
97205	02	EDMS	5/87	SL		60		INTERGRAPH	SOF		3,065.95		2,095.07		970.88
97205	03	EDMS	5/87	SL		60		INTERGRAPH	SOF		3,065.95		2,095.07		970.88
97205	04	EDMS	5/87	SL		60		INTERGRAPH	SOF		3,065.95		2,095.07		970.88
97205	05	EDMS	5/87	SL		60		INTERGRAPH	SOF		4,071.57		2,782.24		1,289.33
		ITEM TOTALS									24,527.56		16,760.52		7,767.04
97206		TEDE1851:EHT & HSV	5/87	SL		60		INTERGRAPH	SOF		621.24		424.51		196.73
97206	01	TEDE1851:EHT & HSV	5/87	SL		60		INTERGRAPH	SOF		232.50		158.88		73.62
97206	02	TEDE1851:EHT & HSV	5/87	SL		60		INTERGRAPH	SOF		232.50		158.88		73.62
97206	03	TEDE1851:EHT & HSV	5/87	SL		60		INTERGRAPH	SOF		232.50		158.88		73.62
97206	04	TEDE1851:EHT & HSV	5/87	SL		60		INTERGRAPH	SOF		232.50		158.88		73.62
97206	05	TEDE1851:EHT & HSV	5/87	SL		60		INTERGRAPH	SOF		308.76		210.99		97.77
		ITEM TOTALS									1,860.00		1,271.02		588.98
97207		MEDS II & HSV	5/87	SL		60		INTERGRAPH	SOF		1,336.00		912.93		423.07
97207	01	MEDS II & HSV	5/87	SL		60		INTERGRAPH	SOF		500.00		341.67		158.33
97207	02	MEDS II & HSV	5/87	SL		60		INTERGRAPH	SOF		500.00		341.67		158.33
97207	03	MEDS II & HSV	5/87	SL		60		INTERGRAPH	SOF		500.00		341.67		158.33
97207	04	MEDS II & HSV	5/87	SL		60		INTERGRAPH	SOF		500.00		341.67		158.33
97207	05	MEDS II & HSV	5/87	SL		60		INTERGRAPH	SOF		664.00		453.73		210.27
		ITEM TOTALS									4,000.00		2,733.34		1,266.66
97208		ETSO & HSV	5/87	SL		60		INTERGRAPH	SOF		668.00		456.47		211.53
97208	01	ETSO & HSV	5/87	SL		60		INTERGRAPH	SOF		250.00		170.83		79.17
97208	02	ETSO & HSV	5/87	SL		60		INTERGRAPH	SOF		250.00		170.83		79.17
97208	03	ETSO & HSV	5/87	SL		60		INTERGRAPH	SOF		250.00		170.83		79.17

REQUEST NO.    008	ELECTRONICS FACILITY 009		PAGE    17
REPORT NO.      170
RUN DATE    09/07/90	BOOK LEDGER REPORT		FAS    REL10.2.1
RUN TIME    09.45.37	AS OF SEP, 1990	BOOK 1

ITEM NUMBER	UNIT NUMB	DESCRIPTION	ENT SERV	DEPR METH	EST LIFE		SERIAL NUMBER	MANUFACTURER NAME	PRO SAL CAT PER	BASIS AMOUNT		ACCUMULATED DEPRECIATION		NET BOOK VALUE
SYSTEM SOFTWARE ENG 6624
97208	04	ETSO & HSV	5/87	SL		60		INTERGRAPH	SOF		250.00		170.83		79.17
97208	05	ETSO & HSV	5/87	SL		60		INTERGRAPH	SOF		332.00		226.87		105.13
		ITEM TOTALS									2,000.00		1,366.66		633.34
97209		WMT & HSV	5/87	SL		60		INTERGRAPH	SOF		668.00		456.47		211.53
97209	01	WMT & HSV	5/87	SL		60		INTERGRAPH	SOF		250.00		170.83		79.17
97209	02	WMT & HSV	5/87	SL		60		INTERGRAPH	SOF		250.00		170.83		79.17
97209	03	WMT & HSV	5/87	SL		60		INTERGRAPH	SOF		250.00		170.83		79.17
97209	04	WMT & HSV	5/87	SL		60		INTERGRAPH	SOF		250.00		170.83		79.17
97209	05	WMT & HSV	5/87	SL		60		INTERGRAPH	SOF		332.00		226.87		105.13
		ITEM TOTALS									2,000.00		1,366.66		633.34
97210		TRANSCEIVER	5/87	SL		60		INTERGRAPH	SOF		182.02		124.38		57.64
97210	01	TRANSCEIVER	5/87	SL		60		INTERGRAPH	SOF		68.13		46.56		21.57
97210	02	TRANSCEIVER	5/87	SL		60		INTERGRAPH	SOF		68.13		46.56		21.57
97210	03	TRANSCEIVER	5/87	SL		60		INTERGRAPH	SOF		68.13		46.56		21.57
97210	04	TRANSCEIVER	5/87	SL		60		INTERGRAPH	SOF		68.13		46.56		21.57
97210	05	TRANSCEIVER	5/87	SL		60		INTERGRAPH	SOF		90.46		61.82		28.64
		ITEM TOTALS									545.00		372.44		172.56
97211		TRUNK CABLE	5/87	SL		60		INTERGRAPH	SOF		650.00		444.17		205.83
97211	01	TRUNK CABLE	5/87	SL		60		INTERGRAPH	SOF		181.25		123.85		57.40
97211	02	TRUNK CABLE	5/87	SL		60		INTERGRAPH	SOF		181.25		123.85		57.40
97211	03	TRUNK CABLE	5/87	SL		60		INTERGRAPH	SOF		181.25		123.85		57.40
97211	04	TRUNK CABLE	5/87	SL		60		INTERGRAPH	SOF		181.25		123.85		57.40
97211	05	TRUNK CABLE	5/87	SL		60		INTERGRAPH	SOF		240.70		164.48		76.22
		ITEM TOTALS									1,615.70		1,104.05		511.65
97212		EMS SLMS041	5/87	SL		60		INTERGRAPH	SOF		6,466.91		4,419.05		2,047.86
97212	01	EMS SLMS041	5/87	SL		60		INTERGRAPH	SOF		2,420.25		1,653.84		766.41
97212	02	EMS SLMS041	5/87	SL		60		INTERGRAPH	SOF		2,420.25		1,653.84		766.41
97212	03	EMS SLMS041	5/87	SL		60		INTERGRAPH	SOF		2,420.25		1,653.84		766.41
97212	04	EMS SLMS041	5/87	SL		60		INTERGRAPH	SOF		2,420.25		1,653.84		766.41
97212	05	EMS SLMS041	5/87	SL		60		INTERGRAPH	SOF		3,214.09		2,196.30		1,017.79
		ITEM TOTALS									19,362.00		13,230.71		6,131.29
97216		1MSD & HSV	5/87	SL		60		INTERGRAPH	SOF		534.40		365.17		169.23
97216	01	1MSD & HSV	5/87	SL		60		INTERGRAPH	SOF		200.00		136.67		63.33
97216	02	1MSD & HSV	5/87	SL		60		INTERGRAPH	SOF		200.00		136.67		63.33
97216	03	1MSD & HSV	5/87	SL		60		INTERGRAPH	SOF		200.00		136.67		63.33
97216	04	1MSD & HSV	5/87	SL		60		INTERGRAPH	SOF		200.00		136.67		63.33
97216	05	1MSD & HSV	5/87	SL		60		INTERGRAPH	SOF		265.60		181.49		84.11
		ITEM TOTALS									1,600.00		1,093.34		506.66
97217	01	3-D & HSV	5/87	SL		60		INTERGRAPH	SOF		950.00		649.17		300.83
97217	02	3-D & HSV	5/87	SL		60		INTERGRAPH	SOF		950.00		649.17		300.83
97217	03	3-D & HSV	5/87	SL		60		INTERGRAPH	SOF		950.00		649.17		300.83
97217	04	3-D & HSV	5/87	SL		60		INTERGRAPH	SOF		950.00		649.17		300.83

REQUEST NO.    008	ELECTRONICS FACILITY 009		PAGE    18
REPORT NO.      170
RUN DATE    09/07/90	BOOK LEDGER REPORT		FAS    REL10.2.1
RUN TIME    09.45.37	AS OF SEP, 1990	BOOK 1

ITEM NUMBER	UNIT NUMB	DESCRIPTION	ENT SERV	DEPR METH	EST LIFE		SERIAL NUMBER		MANUFACTURER NAME	PRO SAL CAT PER	BASIS AMOUNT		ACCUMULATED DEPRECIATION		NET BOOK VALUE
SYSTEM SOFTWARE ENG 6624
97217	05	3-D & HSV	5/87	SL		60			INTERGRAPH	SOF		1,261.60		862.09		399.51
		ITEM TOTALS										5,061.60		3,458.77		1,602.83
97250		VAX VMS DOC KIT	7/87	SL		60			INTERGRAPH	SOF		589.00		382.85		206.15
97250	01	VAX VMS DOC KIT	7/87	SL		60			INTERGRAPH	SOF		220.87		143.57		77.30
97250	02	VAX VMS DOC KIT	7/87	SL		60			INTERGRAPH	SOF		220.87		143.57		77.30
97250	03	VAX VMS DOC KIT	7/87	SL		60			INTERGRAPH	SOF		220.87		143.57		77.30
97250	04	VAX VMS DOC KIT	7/87	SL		60			INTERGRAPH	SOF		220.88		143.57		77.31
97250	05	VAX VMS DOC KIT	8/87	SL		60			INTERGRAPH	SOF		294.50		186.52		107.98
		ITEM TOTALS										1,766.99		1,143.65		623.34
97251		EWD & HSV TEDE 1861	7/87	SL		60			INTERGRAPH	SOF		233.34		151.67		81.67
97251	01	EWD & HSV TEDE 1861	7/87	SL		60			INTERGRAPH	SOF		87.50		56.87		30.63
97251	02	EWD & HSV TEDE 1861	7/87	SL		60			INTERGRAPH	SOF		87.50		56.87		30.63
97251	03	EWD & HSV TEDE 1861	7/87	SL		60			INTERGRAPH	SOF		87.50		56.87		30.63
97251	04	EWD & HSV TEDE 1861	7/87	SL		60			INTERGRAPH	SOF		87.50		56.87		30.63
97251	05	EWD & HSV TEDE 1861	8/87	SL		60			INTERGRAPH	SOF		116.66		73.88		42.78
		ITEM TOTALS										700.00		453.03		246.97
97272		AUTO PCB ROUTER	12/87	SL		60			INTERGRAPH	SOF		15,170.28		8,596.49		6,573.79
97272	01	AUTO PCB ROUTER	12/87	SL		60			INTERGRAPH	SOF		5,677.50		3,217.25		2,460.25
97272	02	AUTO PCB ROUTER	12/87	SL		60			INTERGRAPH	SOF		5,677.50		3,217.25		2,460.25
97272	03	AUTO PCB ROUTER	12/87	SL		60			INTERGRAPH	SOF		5,677.50		3,217.25		2,460.25
97272	04	AUTO PCB ROUTER	12/87	SL		60			INTERGRAPH	SOF		5,677.50		3,217.25		2,460.25
97272	05	AUTO PCB ROUTER	12/87	SL		60			INTERGRAPH	SOF		7,539.72		4,272.51		3,267.21
		ITEM TOTALS										45,420.00		25,738.00		19,682.00
97275		XNS/VTP SOFTWARE	12/87	SL		60			INTERGRAPH	SOF		756.53		428.70		327.83
97275	01	XNS/VTP SOFTWARE	12/87	SL		60			INTERGRAPH	SOF		283.12		160.44		122.68
97275	02	XNS/VTP SOFTWARE	12/87	SL		60			INTERGRAPH	SOF		283.12		160.44		122.68
97275	03	XNS/VTP SOFTWARE	12/87	SL		60			INTERGRAPH	SOF		283.12		160.44		122.68
97275	04	XNS/VTP SOFTWARE	12/87	SL		60			INTERGRAPH	SOF		283.12		160.44		122.68
97275	05	XNS/VTP SOFTWARE	12/87	SL		60			INTERGRAPH	SOF		375.99		213.06		162.93
		ITEM TOTALS										2,265.00		1,283.52		981.48
97814	01	OFLN PHOTOPLOT	3/87	SL		60			INTERGRAPH	SOF		750.00		537.50		212.50
97818	04	DIGITAL ANAL TOOLS	3/87	SL		60			INTERGRAPH	SOF		125.00		89.58		35.42
CAP008		EXHIBIT BOOTH	9/83	SL		36			ADCOM	MAE		6,655.00		6,655.00
CAP009		DRAFTING TABLE	8/83	SL		36			CHARRETTE	MAE		937.55		937.55
CAP010		VEMCO TRACK MACHINE	8/83	SL		36		199952	CHARRETTE	MAE		356.15		356.15
CAP012		HIPOT TESTER	9/83	SL		36		8188-00	HIPTRONICS	MAE		717.90		717.90
CAP014		RABBIT LIGHT BOX	9/83	SL		36			CHARRETTE	MAE		365.00		365.00
CAP021		EPROM PROGRAM CARD	4/84	SL		36			ALLIGATOR	MAE		1,750.00		1,750.00
CAP023		TEST EQUIPMENT	6/84	SL		36			VEEDER ROOT	MAE		1,680.00		1,680.00
CAP027		EMULATOR	10/84	SL		84			MICROCOSM	MAE		6,029.68		5,383.64		646.04
CAP029		IBM MEMORY BOARD	9/84	SL		84			COMPUTERLAND	MAE		550.00		491.07		58.93
CAP030		MDS SYSTEM	9/82	SL		36			HAMILTON AVNET	MAE		38,500.00		38,500.00

REQUEST NO.    008	ELECTRONICS FACILITY 009		PAGE    19
REPORT NO.      170
RUN DATE    09/07/90	BOOK LEDGER REPORT		FAS    REL10.2.1
RUN TIME    09.45.37	AS OF SEP, 1990	BOOK 1

ITEM NUMBER	UNIT NUMB	DESCRIPTION	ENT SERV	DEPR METH	EST LIFE		SERIAL NUMBER		MANUFACTURER NAME	PRO SAL CAT PER	BASIS AMOUNT		ACCUMULATED DEPRECIATION		NET BOOK VALUE
SYSTEM SOFTWARE ENG 6624
CAP073		BRADYWRITER PRINT SY	4/85	SL		84			WINCO	MAE		2,766.75		2,075.06		691.69
CAP078		INTERNAL TAPE SYSTEM	6/85	SL		84			EXP SYSTEM	MAE		1,005.00		763.75		251.25
CAP085		IBM PC SYS & MONITOR	6/85	SL		84			ENTRE	MAE		2,016.00		1,512.00		504.00
CAP094		SCRAP BED	12/84	SL		36				164		1,140.87		1,140.87
CAP109	F	NETWARE/E-3 CONVERS6	6/85	SL		84			ENTRE	MAE		1,745.00		1,308.75		436.25
CAP119		DRAFTING LAMP	2/85	SL		84			FOTOBEAM	MAE		372.75		279.56		93.19
CAP120		DRAFTING FUTURMATIC	2/85	SL		84			FOTOBEAM	MAE		880.95		660.71		220.24
CAP121		DRAFTER	2/85	SL		84			FOTOBEAM	MAE		121.80		91.35		30.45
CAP122		FP 256 EDROM BOARD	3/85	SL		84			ALLIGATOR	MAE		1,483.15		1,112.36		370.79
CAP124		XASM CROSS ASSEMBLER	3/85	SL		84		0231	GTEK	MAE		252.23		189.17		63.06
CAP127		FP 256 EPROM PROG	6/85	SL		60			ALLIGATOR	MAE		1,500.00		1,462.60		37.50
CAP128		PC COMPATIBLE BOARD	6/85	SL		84			DAVIDGE	MAE		630.00		472.50		157.50
CAP129		TOK PHKY LIFT	6/85	SL		84		330L123102	M&T	MAE		7,375.20		5,531.40		1,843.80
CAP132		WANG TAPE SYS FOR PC	7/85	SL		84			EXPRESS SYSTEM	MAE		1,015.00		761.25		253.75
CAP138		6 ETHERNET CARDS	8/85	SL		84			MICROSERVE	164		3,510.00		2,632.50		877.50
CAP143		DIGITAL THERMOM&COUP	10/85	SL		84		7059	OMEGA	164		465.57		349.18		116.39
CAP149		IBM PC SYSTEM	10/85	SL		84		1750799	COMPUTERLAND	MAE		1,668.00		1,251.00		417.00
CAP168		INSTALL COND UNIT	10/85	SL		60		436	J J BAFARO	MAE		3,660.78		3,569.26		91.52
CAP178		IBM INTERFACE ASYNCH	11/85	SL		84			COMPUTERLAND	MAE		100.00		75.00		25.00
CAP179		INTERFACE CONVERTER	11/85	SL		84		828376	BLACK BOX	MAE		220.32		165.24		55.08
CAP180		INTERFACE CONVERTER	11/85	SL		84		828295	BLACK BOX	MAE		220.32		165.24		55.08
CAP182		DRAFTING LAMP	11/85	SL		84			BRUNING	MAE		95.28		71.46		23.82
CAP183		INTEL MICROP DEV SYS	12/85	SL		84			GENSTAR	MAE		2,450.00		1,837.50		612.50
CAP193		MDS/EMULATOR	12/85	SL		84			GENSTAR	MAE		4,800.00		3,600.00		1,200.00
CAP196		EXH-12 MEMORY EXPANS	12/85	SL		60		509838	ZAX	MAE		1,901.84		1,854.29		47.55
CAP204		DATA LINE MONITOR	12/83	SL		48			FARMSTEAD LEAS	MAE		5,395.00		5,395.00
CAP205		WORK PLATFORM	1/86	SL		60		2785557	POWERLIFT	MAE		1,874.45		1,593.28		281.17
CAP208		TELEPHONE ADDS	1/86	SL		60			GREEN BROS	MAE		1,344.29		1,142.64		201.65
CAP208	1	COMMAND MODULE	12/85	SL		60			RW MERCER	MAE		8,475.44		8,263.55		211.89
		ITEM TOTALS										9,819.73		9,406.19		413.54
CAP209		MEMORY CHIPS	1/86	SL		60			CRONIN ELECT	MAE		111.23		94.54		16.69
CAP210		MEMORY BOARD	1/86	SL		60			MICRO AMERICA	MAE		201.00		170.85		30.15
CAP211		MEMORY BOARD	1/86	SL		60			MICROAMERICA	MAE		201.00		170.85		30.15
CAP219		178/8088	1/86	SL		60			ZAX	MAE		7,658.50		6,509.73		1,148.77
CAP220		128K CARD	1/86	SL		60			ZAX	MAE		1,795.50		1,526.18		269.32
CAP238		VARIAC TRANSFORMER	3/86	SL		60			JENKINS ELECT	MAE		673.00		572.05		100.95
CAP245		ADDL MEMORY BOARD	4/86	SL		60			PC’S LTD	MAE		353.00		300.05		52.95
CAP246		576 BOARDS	4/86	SL		60			PC’S LTD	MAE		207.00		175.95		31.05
CAP247		ETHERLINK CARDS	4/86	SL		60		15423	DATA CO	MAE		2,542.50		2,161.13		381.37
CAP248		MOUNTAIN RACE CARDS	4/86	SL		60			MICRO SERVICES	MAE		1,302.00		1,106.70		195.30
CAP249		MACHINE STANDS	4/86	SL		60		15581	STACKBIN	MAE		180.57		153.48		27.09
CAP251		TOOL HOLDER & MOUNT	4/86	SL		60			J & L	MAE		432.96		368.02		64.94

REQUEST NO.    008	ELECTRONICS FACILITY 009		PAGE    20
REPORT NO.      170
RUN DATE    09/07/90	BOOK LEDGER REPORT		FAS    REL10.2.1
RUN TIME    09.45.37	AS OF SEP, 1990	BOOK 1

ITEM NUMBER	UNIT NUMB	DESCRIPTION	ENT SERV	DEPR METH	EST LIFE		SERIAL NUMBER	MANUFACTURER NAME	PRO SAL CAT PER	BASIS AMOUNT		ACCUMULATED DEPRECIATION		NET BOOK VALUE
SYSTEM SOFTWARE ENG 6624
CAP253		CHUCK BARREL & PUNCH	5/86	SL		60		ACCURATE FAST	MAE		285.00		242.25		42.75
CAP255		HYPOT GROUND TESTER	5/86	SL		60		EIL INSTRUMENT	MAE		1,420.14		1,207.12		213.02
CAP257		ETHERLINK CARDS	5/86	SL		60		DATA GO	164		1,950.00		1,657.50		292.50
CAP273		178-8088 PROBE CABLE	6/86	SL		60		ZAX	MAE		154.25		131.11		23.14
CAP274		178-8088 BIT EMULATO	6/86	SL		60	605022KA	ZAX	MAE		8,544.25		7,262.61		1,281.64
CAP275		PC BOARD TESTER	6/86	SL		60		J KEROVAC	MAE		2,200.00		1,870.00		330.00
CAP279		PNEUMATIC TOOL SET	6/86	SL		60		SMA	MAE		3,959.24		3,365.35		593.89
CAP280		ELECTRIC SETUP	7/86	SL		60		ACTIVE ELECT	MAE		105.88		90.00		15.88
CAP281		MULTIMETER FLUKE	7/86	SL		60	046-8012A	CONTACT EAST	MAE		646.20		549.27		96.93
CAP282		MULTIMETER FLUKE	7/86	SL		60	046-8050A	CONTACT EAST	MAE		350.10		297.59		52.51
CAP283		1010 DUPLICATOR	7/86	SL		60		DATA I/O	MAE		6,598.00		5,608.30		989.70
CAP287		SAILOR-6 EPROM PROG	7/86	SL		60	67085	ONE/D	MAE		1,620.00		1,377.00		243.00
CAP288		ETHERLINK BD	7/86	SL		60		DATA GO	164		975.00		828.75		146.25
CAP298		MECHANICAL PUMP HEAD	7/86	SL		60		QUALITY PETRO	MAE		616.02		523.62		92.40
CAP300		2001 ESD SYSTEM	8/86	SL		60		KEYTEK INST	MAE		5,763.96		4,899.37		864.59
CAP301		CENTRONICS PRINTER	8/86	SL		60	791	LEASEMETRIC	MAE		689.15		585.78		103.37
CAP302		STAPLE GUN	8/86	SL		60		ALLES CORP	MAE		364.24		309.61		54.63
CAP304		CARD READER/PRINTER	8/86	SL		60		INFO TECH	MAE		7,027.20		5,973.12		1,054.08
CAP306		CLECOMATIC SCREWDRIV	9/86	SL		60		SMA	MAE		1,168.06		992.85		175.21
CAP307		SWITCHES & RELAYS	9/86	SL		60		ACTIVE ELECT	MAE		144.64		122.95		21.69
CAP310		AT 650 1024K	9/86	SL		60	1776971	PC’S LTD	MAE		2,923.00		2,484.55		438.45
CAP311		SUPERCHARGER FOR PC	9/86	SL		60	6120791	MEGAHERTZ CORP	MAE		236.45		200.98		35.47
CAP319		EMULEX JAVELIN & ADA	10/86	SL		60		HAMILTON AVNET	MAE		173.09		147.12		25.97
CAP321		ETHERLINK CARD	11/86	SL		60		NYNEX	164		750.00		637.50		112.50
CAP322		EMULEX ED2/170-170	11/86	SL		60		HAMILTON AVNET	MAE		8,161.87		6,937.59		1,224.28
CAP325		ADD ON 40 PIN PROM	11/86	SL		60	1900949	DATA I/O	MAE		6,544.00		5,562.40		981.60
CAP326		POST STAPLER	12/86	SL		60		ALLES CORP	MAE		542.85		461.42		81.43
CAP327		ZENITH TERMINALS	11/86	SL		60		INVENTORY	MAE		1,647.39		1,400.28		247.11
CAP327	#01	ZENITH TERMINALS	11/86	SL		60		INVENTORY	MAE		3,299.73		2,804.77		494.96
CAP327	01	MECH TEST FIXTURE	12/86	SL		60		OB TEST	MAE		885.75		752.89		132.86
		ITEM TOTALS									5,832.87		4,957.94		874.93
CAP328		HERCULES GRAPHICS CD	12/86	SL		60		NYNEX	MAE		224.25		190.61		33.64
CAP329		CARTON CLOSING STAPL	12/86	SL		60		ALLES CORP	MAE		334.74		284.53		50.21
CAP330		SONY MONITORS	11/86	SL		60		INVENTORY	MAE		2,166.57		1,841.58		324.99
CAP333		DIALOG 3 NTWK	1/87	SL		144	D300234	DIALOGIC	264		600.00		162.50		437.50
CAP336		4 NUTSETTERS	1/87	SL		144		INDUSTRIAL	264		3,251.40		880.59		2,370.81
CAP013A		179P-4 EQUIP FOR RFS	2/83	SL		36		TOKHEIM	MAE		2,015.00		2,015.00
CAP013B		RFS TEST EQUIPMENT	2/83	SL		36		TOKHEIM	MAE		675.00		675.00
CAP013C		FUEL PUMP SIMULATOR	2/83	SL		36		TOKHEIM	MAE		295.00		295.00
CAP013D		RFS TEST EQUIPMENT	2/83	SL		36		TOKHEIM	MAE		675.00		675.00
CAP070A		TOKHEIM RFS SIMULATO	5/85	SL		84		PETROCHEM	MAE		418.24		313.68		104.56
CAP109A		ETHERNET CARDS	6/85	SL		84		ENTRE	164		559.00		419.25		139.75

REQUEST NO.    008	ELECTRONICS FACILITY 009		PAGE    21
REPORT NO.      170
RUN DATE    09/07/90	BOOK LEDGER REPORT		FAS    REL10.2.1
RUN TIME    09.45.37	AS OF SEP, 1990	BOOK 1

ITEM NUMBER	UNIT NUMB	DESCRIPTION	ENT SERV	DEPR METH	EST LIFE		SERIAL NUMBER	MANUFACTURER NAME	PRO SAL CAT PER	BASIS AMOUNT		ACCUMULATED DEPRECIATION		NET BOOK VALUE
SYSTEM SOFTWARE ENG 6624
CAP109B		ETHERNET CARDS	6/85	SL		84		ENTRE	164		559.00		419.25		139.75
CAP109C		ETHERNET CARDS	6/85	SL		84		ENTRE	164		559.00		419.25		139.75
CAP109E		ETHERNET CARDS	6/85	SL		84		ENTRE	164		559.00		419.25		139.75
CAP109G		ETHERNET CARDS	6/85	SL		84		ENTRE	164		559.00		419.25		139.75
CAP109H		ETHERNET CARDS	6/85	SL		84		ENTRE	164		559.00		419.25		139.75
CAP109I		ETHERNET CARDS	6/85	SL		84		ENTRE	164		559.00		419.25		139.75
CAP109J		ETHERNET CARDS	6/85	SL		84		ENTRE	164		559.00		419.25		139.75
CAP109K		ETHERNET KIT & CABLE	6/85	SL		84		ENTRE	164		200.00		150.00		50.00
CAP109L		ETHERNET CARDS	6/85	SL		84		ENTRE	164		559.00		419.25		139.75
CAP153A		IBM PC SYSTEM	10/85	SL		84	1749649	COMPUTERLAND	MAE		1,668.00		1,251.00		417.00
CAP153B		MONITOR	10/85	SL		84	5449501	COMPUTERLAND	MAE		149.75		112.31		37.44
29110012		CBE TEST SYSTEM GENE	7/85	SLN		60		GREENBRIAR ELE	TST		6,985.00		6,810.38		174.62
SOFTWARE RD/RETAIL 6625
10732		CONTROLLER	6/78	SLN		84	69002994	BUNKER RAMO	A66		13,295.00		13,295.00
11208		SDLC INTERFACE MODUL	6/80	SLN		60			A64		3,184.02		3,184.02
11614		NETWORK EMULATOR	12/81	SLN		60	81050220	DIEBOLD	TST		4,019.00		4,019.00
11619		IBM CORRECTING TYPEW	6/81	SLN		84	6865241	IBM	166		1,177.20		1,177.20
11646		DUAL DISK DRIVE	9/81	SLN		84	3513	BUNKER RAMO	166		2,665.00		2,665.00
11647		DUAL DISK DRIVE	9/81	SLN		84	3515	BUNKER RAMO	166		2,665.00		2,665.00
11648		DUAL DISK DRIVE	9/81	SLN		84	3517	BUNKER RAMO	166		2,665.00		2,665.00
11649		DUAL DISK DRIVE	9/81	SLN		84	3520	BUNKER RAMO	166		2,665.00		2,665.00
11846		TELEPRINTER	3/82	SLN		84		TELETYPE CORP	166		865.00		865.00
11847		TELEPRINTER	3/82	SLN		96		TELETYPE CORP	OFF		865.00		851.48		13.52
11934		910 DCDM ATM	10/82	SLN		84	NN013509	DIEBOLD	166		7,853.34		7,853.34
11935		TABS 911	10/82	SLN		84	L566	DIEBOLD	166		7,316.94		7,316.94
15159		AIR COND UNIT	3/82	SLN		180	CA121	YORK	C62		13,828.50		7,912.98		5,915.52
15178	02	6 PRINTERS	10/84	SLN		60		EPSON	166		1,561.33		1,561.33
15195		MARK WILLIAMS “C” CO	12/84	SLN		60		MARK WILLIAMS	TST		1,131.98		1,131.98
15198		MISC. EQUIP FOR DVLP	4/85	SLN		60		DIEBOLD	TST		18,446.60		17,985.43		461.17
16133		IBM PC MODEL 70	4/89	SL		60	70108585	CBM COMPUTER	266		4,118.00		1,029.50		3,088.50
16134		CLOR MONITOR	4/89	SL		60	23N7528	CBM COMPUTER	266		487.50		121.88		365.62
16135		1024 CONTROLLER	4/89	SL		36	P25086	DIEBOLD	TES		12,619.00		5,257.92		7,361.08
16136		1024 CONTROLLER	4/89	SL		36	P25090	DIEBOLD	TES		12,619.00		5,257.92		7,361.08
16144		FACSIMILE MACHINE	5/89	SL		60	86154	COMDOC	266		2,094.18		523.55		1,570.63
16334		COPIER	10/89	SL		60	7980509991	RICOH CORPORAT	266		11,357.00		2,839.25		8,517.75
16351		PC XT	10/89	SL		60	0087		266		2,387.36		596.84		1,790.62
16351	01	SONY DISPLAY	10/89	SL		60	2022064		266
		ITEM TOTALS									2,387.36		596.84		1,790.52
16363		PC XT	10/89	SL		60	0083		266		2,387.36		596.84		1,790.52
16363	01	SONY DISPLAY	10/89	SL		60	2011287		266

REQUEST NO.    008	ELECTRONICS FACILITY 009		PAGE    22
REPORT NO.      170
RUN DATE    09/07/90	BOOK LEDGER REPORT		FAS    REL10.2.1
RUN TIME    09.45.37	AS OF SEP, 1990	BOOK 1

ITEM NUMBER	UNIT NUMB	DESCRIPTION	ENT SERV	DEPR METH	EST LIFE		SERIAL NUMBER	MANUFACTURER NAME	PRO SAL CAT PER	BASIS AMOUNT		ACCUMULATED DEPRECIATION		NET BOOK VALUE
SOFTWARE RD/RETAIL 6625
		ITEM TOTALS									2,387.36		596.84		1,790.52
16366		PC XT	10/89	SL		60	0084		266		2,387.36		596.84		1,790.52
16366	01	SONY DISPLAY	10/89	SL		60	2014096		266
		ITEM TOTALS									2,387.36		596.64		1,790.52
16367		PC XT	10/89	SL		60	0138		266		2,387.36		596.84		1,790.52
16367	01	SONY DISPLAY	10/89	SL		60	2014097		266
		ITEM TOTALS									2,387.36		596.84		1,790.52
16369		PC XT	10/89	SL		60	0159		266		2,387.36		596.84		1,790.52
16369	01	SONY DISPLAY	10/89	SL		60	2014073		266
		ITEM TOTALS									2,387.36		596.84		1,790.52
16385		IBM MODEL 55 PC	12/89	SL		60	23-1064322	CBM COMPUTER	266		2,791.75		697.94		2,093.81
16386		IBM MODEL 55 PC	12/89	SL		60	23-1064674	CBM COMPUTER	266		2,791.75		697.94		2,093.81
16387		IBM MODEL 55 PC	12/89	SL		60	23-1058734	CBM COMPUTER	266		2,791.75		697.94		2,093.81
16388		IBM MODEL 55 PC	12/89	SL		60	23-1064704	CBM COMPUTER	266		2,791.75		697.94		2,093.81
16389		IBM MODEL 55 PC	12/89	SL		60	23-1064687	CBM COMPUTER	266		2,791.75		697.94		2,093.81
16390		IBM MODEL 55 PC	12/89	SL		60	23-1064661	CBM COMPUTER	266		2,791.75		697.94		2,093.81
16391		LASERJET II PRINTER	12/89	SL		60	2935A21307	CBM COMPUTER	266		1,644.00		411.00		1,233.00
16392		LASERJET II D PRINTR	12/89	SL		60	2830J6541	CBM COMPUTER	266		2,628.54		657.14		1,971.40
16398		IBM MODEL 55 PC	12/89	SL		60	23-1064280	CBM COMPUTER	266		2,791.75		697.94		2,093.81
16399		IBM MODEL 55 PC	12/89	SL		60	23-1064694	CBM COMPUTER	266		2,791.75		697.94		2,093.81
16400		IBM MODEL 55 PC	12/89	SL		60	23-1058756	CBM COMPUTER	266		2,791.75		697.94		2,093.81
16401		IBM MODEL 55 PC	12/89	SL		60	23-1058796	CBM COMPUTER	266		2,791.75		697.94		2,093.81
16403		IBM MODEL 55 PC	12/89	SL		60	23-1064300	CBM COMPUTER	266		2,791.75		697.94		2,093.81
16404		IBM MODEL 55 PC	12/89	SL		60	23-1064688	CBM COMPUTER	266		2,791.75		697.94		2,093.81
16405		IBM MODEL 55 PC	12/89	SL		60	23-1058797	CBM COMPUTER	266		2,791.75		697.94		2,093.81
16406		IBM MODEL 55 PC	12/89	SL		60	23-1064711	CBM COMPUTER	266		2,791.75		697.94		2,093.81
16447		IMAGE PROCESSOR	1/90	SL		60	1249	PRINTWARE INC	266		8,269.70		620.23		7,649.47
16480		IBM PS/2 PC	2/90	SL		60	1070999529	CBM COMPUTER	266		2,945.30		214.20		2,731.10
16481		HP SCANJET	2/90	SL		60	281ZJ14386	CBM COMPUTER	266		1,501.79		109.22		1,392.57
16482		INTEL SERVER PC	2/90	SL		60	P70039769	INTEL	266		15,824.46		1,150.87		14,673.59
16483		SUN 380 WORKSTATION	2/90	SL		60	933F1953	INTERLEAF INC	266		35,607.95		2,444.21		31,163.74
16484		SUN 380 WORKSTATION	2/90	SL		60	933F1903	INTERLEAF INC	266		27,535.00		2,002.55		25,532.45
16487		COLOR MONITOR	3/90	SL		60	0732038	CBM COMPUTER	266		427.91		29.95		397.96
16488		COLOR MONITOR	3/90	SL		60	0732027	CBM COMPUTER	266		427.91		29.95		397.96
16489		COLOR MONITOR	3/90	SL		60	0731985	CBM COMPUTER	266		427.91		29.95		397.96
16490		COLOR MONITOR	3/90	SL		60	0732033	CBM COMPUTER	266		427.91		29.95		397.96
16491		COLOR MONITOR	3/90	SL		60	0731999	CBM COMPUTER	266		427.91		29.95		397.96
16492		COLOR MONITOR	3/90	SL		60	0731983	CBM COMPUTER	266		427.91		29.95		397.96
16493		COLOR MONITOR	3/90	SL		60	0731995	CBM COMPUTER	266		427.91		29.95		397.96
16495		COLOR MONITOR	3/90	SL		60	0731990	CBM COMPUTER	266		427.91		29.95		397.96
16496		COLOR MONITOR	3/90	SL		60	0732031	CBM COMPUTER	266		427.91		29.95		397.96
16497		COLOR MONITOR	3/90	SL		60	0731934	CBM COMPUTER	266		427.91		29.95		397.96

REQUEST NO.    008	ELECTRONICS FACILITY 009		PAGE    23
REPORT NO.      170
RUN DATE    09/07/90	BOOK LEDGER REPORT		FAS    REL10.2.1
RUN TIME    09.45.37	AS OF SEP, 1990	BOOK 1

ITEM NUMBER	UNIT NUMB	DESCRIPTION	ENT SERV	DEPR METH	EST LIFE		SERIAL NUMBER	MANUFACTURER NAME	PRO SAL CAT PER	BASIS AMOUNT		ACCUMULATED DEPRECIATION		NET BOOK VALUE
SOFTWARE RD/RETAIL 6625
16498		COLOR MONITOR	3/90	SL		60	0735258	CBM COMPUTER	266		427.91		29.95		397.96
16499		COLOR MONITOR	3/90	SL		60	0731652	CBM COMPUTER	266		427.91		29.95		397.96
16601		COLOR MONITOR	3/90	SL		60	0732029	CBM COMPUTER	266		427.91		29.95		397.96
16603		COLOR MONITOR	3/90	SL		60	0732032	CBM COMPUTER	266		427.91		29.95		397.96
16604		COLOR MONITOR	3/90	SL		60	0735258	CBM COMPUTER	266		427.91		29.95		397.96
16636		PC MODEL 212	4/90	SL		60		COMPUTER MAIL	266		1,962.28		130.82		1,831.46
16636	01	MONITOR VGA	4/90	SL		60		COMPUTER MAIL	266		389.30		25.95		363.35
		ITEM TOTALS									2,351.58		156.77		2,194.81
16693		NEC MULTISYNC MONITO	6/90	SL		60	9YM39140J	BASIC COMPUTER	266		519.35		29.68		489.67
16695		NEC MULTISYNC MONITO	6/90	SL		60	9YM42475V	BASIC COMPUTER	266		519.35		29.68		489.67
16696		IBM PC MODEL 55SX	6/90	SL		60	1092699	BASIC COMPUTER	266		4,698.47		268.48		4,429.99
16697		NEC MULTISYNC MONITO	6/90	SL		60	96M352762	BASIC COMPUTER	266		423.02		24.17		398.85
16774		GRID LAPTOP PC	7/90	SL		60	LOO2462	GRID	266		4,591.57		229.58		4,361.99
16775		GRID LAPTOP PC	7/90	SL		60	LOO2755	GRID	266		4,591.57		229.58		4,361.99
20208		DATASCOPE	6/82	SLN		60	B1077	ATLANTIC RESEA	TST		14,500.00		14,500.00
20220		TABS 911 DOORLESS LO	10/82	SLN		84	L0612	DIEBOLD	166		7,287.97		7,287.97
20513		MONITOR	7/87	SL		60	2005682	COLUMPIA AUDIO	266		656.00		426.40		229.60
20525		IBM 4700 CONTROLLER	11/83	SLN		60			TST		11,465.00		11,465.00
20525	01	DISPLAY TERMINAL	11/83	SLN		60			TST		1,793.00		1,793.00
		ITEM TOTALS									13,258.00		13,258.00
20560		INTEL SYSTEM OTHER U	6/84	SLN		60	NB00001	INTEL	166		7,583.00		7,583.00
20561		INTEL SYSTEM	6/84	SLN		60	NC00005	INTEL	166		7,583.00		7,583.00
20562		INTEL SYSTEM OTHER 2	6/84	SLN		60	ND00011	INTEL	166		7,583.00		7,583.00
20563		8 ADM-11 CRTS OTHER	6/84	SLN		60			166		3,360.00		3,360.00
20564		3 ADM-11 CRTS OTHER	6/84	SLN		60			166		1,260.00		1,260.00
20565		8 EPSON PRINTERS OTH	6/84	SLN		120		EPSON	OFF		7,176.51		4,485.32		2,691.19
20566		3 EPSON PRINTERS OTH	6/84	SLN		60		EPSON	166		2,689.00		2,689.00
20636		1010	10/84	SLN		60	N02253	INTEL	166		8,833.00		8,833.00
20637		1010	10/84	SLN		60	N02249	INTEL	166		8,833.00		8,833.00
20638		1010	10/84	SLN		60	N02256	INTEL	166		8,833.00		8,833.00
20640		1010	10/84	SLN		60	N01575	INTEL	166		8,833.00		8,833.00
20661	01	ADDITIONAL COST	5/86	SL		96	NC00004	INTEL	OFF		656.51		348.77		307.74
20668	01	ADDITIONAL COST	5/86	SL		96			OFF		656.51		348.77		307.74
20679	01	ADDITIONAL COST	5/86	SL		96			OFF		656.51		348.77		307.74
20682	01	ADDITIONAL COST	5/86	SL		96			OFF		656.51		348.77		307.74
20685		1005 INTEL UNIT	10/84	SLN		60		INTEL	166		11,965.46		11,965.46
20686		1005 INTEL UNIT	10/84	SLN		60		INTEL	166		11,965.46		11,965.46
20687		1005 INTEL UNIT	10/84	SLN		60		INTEL	166		11,965.46		11,965.46
20688		1010 INTEL UNIT	10/84	SLN		60	MH00053	INTEL	166		11,965.45		11,965.45
20689		1010 INTEL UNIT	10/84	SLN		60	NC00006	INTEL	166		11,965.45		11,965.45
20690		1010 INTEL UNIT	10/84	SLN		60	N01561	INTEL	166		11,965.45		11,965.45
20691		1010 INTEL UNIT	10/84	SLN		60	NC00007	INTEL	166		11,965.45		11,965.45

REQUEST NO.    008	ELECTRONICS FACILITY 009		PAGE    24
REPORT NO.      170
RUN DATE    09/07/90	BOOK LEDGER REPORT		FAS    REL10.2.1
RUN TIME    09.45.37	AS OF SEP, 1990	BOOK 1

ITEM NUMBER	UNIT NUMB	DESCRIPTION	ENT SERV	DEPR METH	EST LIFE		SERIAL NUMBER	MANUFACTURER NAME	PRO SAL CAT PER	BASIS AMOUNT		ACCUMULATED DEPRECIATION		NET BOOK VALUE
SOFTWARE RD/RETAIL 6625
20692		1010 INTEL UNIT	10/84	SLN		60	NC00001	INTEL	166		11,965.45		11,965.45
20693		1010 INTEL UNIT	10/84	SLN		60	N00547	INTEL	166		11,965.45		11,965.45
20694		1010 INTEL UNIT	10/84	SLN		60	N00930	INTEL	166		11,965.45		11,965.45
20695		1010 INTEL UNIT	10/84	SLN		60	N00613	INTEL	166		11,965.45		11,965.45
20696		1010 INTEL UNIT	10/84	SLN		60	N00651	INTEL	166		11,965.45		11,965.45
20699		SYSTEM 310	12/84	SLN		60	N03264	INTEL	166		8,932.04		8,932.04
20700		SYSTEM 310	12/84	SLN		60	N00794	INTEL	166		8,932.04		8,932.04
20701		SYSTEM 310	12/84	SLN		60	N01564	INTEL	166		8,932.04		8,932.04
20702		SYSTEM 310	12/84	SLN		60	N01566	INTEL	166		8,932.04		8,932.04
20703		SYSTEM 310	12/84	SLN		60	N02273	INTEL	166		8,932.04		8,932.04
20704		SYSTEM 310	12/84	SLN		60	N03053	INTEL	166		8,932.05		8,932.05
20751		HAYES MODEM	6/85	SLN		60	41021240		TST		561.00		546.98		14.02
20752		HAYES MODEM	6/85	SLN		60	22921241		TST		561.00		546.98		14.02
20754		DIGILOG DCM-4 DATASC	6/85	SLN		60	00008076		TST		6,782.55		6,612.99		169.56
20755		DIGILOG DCM-4 DATASC	6/85	SLN		60	00008079		TST		6,782.55		6,612.99		169.56
20756		BREAKOUT BOX	6/85	SLN		60	00002534		TST		225.00		219.38		5.62
20757		BREAKOUT BOX	6/85	SLN		60	00002533		TST		225.00		219.38		5.62
20759		01010 SYSTEM	3/85	SLN		60	ND00789	DIEBOLD	166		7,583.00		7,393.42		189.58
20770	01	ADDITIONAL COST	5/86	SL		96	N01700	INTEL	OFF		656.51		348.77		307.74
20775	01	ADDITIONAL COST	5/86	SL		96			OFF		656.52		348.78		307.74
20777		1010 SYSTEM	10/85	SLN		60	00N03062	DIEBOLD	TST		12,689.23		12,372.00		317.23
20778		1010 SYSTEM	10/85	SLN		60	00N02251	DIEBOLD	TST		12,689.22		12,371.99		317.23
20808		DISKETTE DESKTOP COP	5/85	SLN		96	V104	MEDIA SYST. TEC	OFF		14,000.00		9,187.50		4,812.50
20809		912 WALK-UP	4/85	SLN		60	00N16702	DIEBOLD	166		13,612.88		13,272.56		340.32
20811		1000 DVLP SYSTEM	4/85	SLN		60	00N03493	DIEBOLD	TST		7,583.00		7,393.42		189.58
20812		1000 DVLP SYSTEM	1/85	SLN		60	00N00978	DIEBOLD	TST		7,583.00		7,393.42		189.58
20813		1000 DVLP SYSTEM	4/85	SLN		60	00N03264	DIEBOLD	TST		7,583.00		7,393.42		189.58
20814		1000 DVLP SYSTEM	4/85	SLN		60	00N03486	DIEBOLD	TST		7,583.00		7,393.42		189.58
20815		1000 DVLP SYSTEM	4/85	SLN		60	00N02252	DIEBOLD	TST		7,583.00		7,393.42		189.58
20816		1000 DVLP SYSTEM	4/85	SLN		60	00N03590	DIEBOLD	TST		7,583.00		7,393.42		189.58
20817		1010 SYSTEM	5/85	SLN		60	MH00388	DIEBOLD	166		9,723.00		9,479.93		243.07
20818		IBM 3268 PRINTER	5/85	SLN		60	04142257	IBM	166		7,974.00		7,774.65		199.35
20976		1010 SYSTEM	6/85	SLN		60	N03644	INTEL	TST		10,226.50		9,970.84		255.66
20977		1010 SYSTEM	6/85	SLN		60	N03587	INTEL	TST		10,226.50		9,970.84		255.66
20996		1010 INTEL UNIT	6/85	SLN		60		INTEL	166		7,620.50		7,429.99		190.51
20997		1010 INTEL UNIT	6/85	SLN		60		INTEL	166		7,620.50		7,429.99		190.51
21001		1010 INTEL UNIT	6/85	SLN		60		INTEL	166		7,620.50		7,429.99		190.51
21005		1012 INTEL PRINTER	6/85	SLN		60		INTEL	166		260.00		253.50		6.50
21006		1012 INTEL PRINTER	6/85	SLN		60		INTEL	166		260.00		253.50		6.50
21007		1011 INTEL CRT CONSO	6/85	SLN		60		INTEL	166		420.00		409.50		10.50
21008		1011 INTEL CRT CONSO	6/85	SLN		60		INTEL	166		420.00		409.50		10.50
21009		1011 INTEL CRT CONSO	6/85	SLN		60		INTEL	166		420.00		409.50		10.50

REQUEST NO.    008	ELECTRONICS FACILITY 009		PAGE    25
REPORT NO.      170
RUN DATE    09/07/90	BOOK LEDGER REPORT		FAS    REL10.2.1
RUN TIME    09.45.37	AS OF SEP, 1990	BOOK 1

ITEM NUMBER	UNIT NUMB	DESCRIPTION	ENT SERV	DEPR METH	EST LIFE		SERIAL NUMBER	MANUFACTURER NAME	PRO SAL CAT PER	BASIS AMOUNT		ACCUMULATED DEPRECIATION		NET BOOK VALUE
SOFTWARE RD/RETAIL 6625
21010		1011 INTEL CRT CONSO	6/85	SLN		60		INTEL	166		420.00		409.50		10.50
21011		1011 INTEL CRT CONSO	6/85	SLN		60		INTEL	166		420.00		409.50		10.50
21012		1011 INTEL CRT CONSO	6/85	SLN		60		INTEL	166		420.00		409.50		10.50
21013		1011 INTEL CRT CONSO	6/85	SLN		60		INTEL	166		420.00		409.50		10.50
21014		1011 INTEL CRT CONSO	6/85	SLN		60		INTEL	166		420.00		409.50		10.50
21052		1005 CONTROLLER	8/85	SLN		60	00N03476	DIEBOLD	TST		1,535.70		1,497.31		38.39
21070		911 LOBBY TERMINAL	12/84	SLN		60		DIEBOLD	TST		7,257.97		7,257.97
21071		1010 CONTROLLER	12/84	SLN		60		DIEBOLD	TST		9,723.00		9,723.00
21072		TABS 904 AUTO FUEL T	10/85	SLN		60	0F000370	DIEBOLD	TST		5,061.59		4,935.05		126.54
21072	01	ADDITIONAL CHARGES	5/86	SL		144	SO500-3483	DIEBOLD	164		530.56		187.90		342.66
		ITEM TOTALS									5,572.15		5,122.95		469.20
21093		IBM PC	1/85	SLN		60	00014732	IBM	166		4,169.00		4,064.77		104.23
21099		PRINTER	9/85	SLN		60	00017563	EPSON	TST		1,051.00		1,024.73		26.27
21101		IBM PC	1/85	SLN		60	05511637	IBM	166		4,862.73		4,741.16		121.67
21113		1010 SYSTEM	6/86	SL		144	P12678	INTEL	164		7,380.00		2,613.75		4,766.25
21114		1010 SYSTEM	6/86	SL		144	P12688	INTEL	164		7,380.00		2,613.75		4,766.25
21115		1010 SYSTEM	6/86	SL		144	P12698		164		7,380.00		2,613.75		4,766.25
21116		1010 SYSTEM	6/86	SL		144	P12605	INTEL	164		7,380.00		2,613.75		4,766.25
21117		1010 SYSTEM	6/86	SL		144	P12672	INTEL	164		7,380.00		2,613.75		4,766.25
21138		MDS UNIT	12/86	SL		144	000MW00045	DIEBOLD	164		19,644.46		6,957.41		12,687.05
21139		MDS UNIT	12/86	SL		144	MW00042	DIEBOLD	164		19,644.45		6,957.41		12,687.04
21146		DATA LINE MONITOR	6/86	SL		144	Z605A01186	HEWLETT PACKAR	164		14,735.00		5,218.65		9,516.35
21146	01	PROTOCOL ANALYZER	12/86	SL		144	2523A01419	HEWLETT PACKAR	164		5,087.25		1,801.73		3,285.52
21146	02	MISC TEST EQUIP	12/86	SL		144			164		2,226.02		788.38		1,437.64
		ITEM TOTALS									22,048.27		7,808.76		14,239.51
21170		PROTOCOL ANALYZER	12/86	SL		144	2612A02638	HEWLETT PACKAR	164		4,845.00		1,715.94		3,129.06
21201		17 MEGABYTE DISK DRI	8/85	SLN		60			TST		1,361.37		1,327.34		34.03
21202		DISK UPGRADES	10/85	SLN		60		ARROW ELECTRON	TST		9,952.00		9,703.20		248.80
21218		CONSOLE-PRINTER	12/85	SL		60			TST		680.00		663.00		17.00
21222		CONSOLE PRINTER	12/85	SL		60			TST		680.00		663.00		17.00
21225		CONTROLLER PARTS	12/85	SL		60			TST		1,386.00		1,351.35		34.65
21231		DISPLAY STATIONS	2/85	SL		60			166		3,460.76		3,374.24		86.52
21252	#01	AIR CLEANER	11/86	SL		60	F57A1002	HONEYWELL	166		1,125.68		956.83		168.85
21259		DISK DRIVES	6/87	SL		60		ARROW	SOF		4,029.00		2,686.00		1,343.00
21260		MISC COMPUTER EQUIP	6/87	SL		60			SOF		4,392.90		2,928.60		1,464.30
21261		DISK DRIVES	6/87	SL		60		QUANTUM	TES		6,005.88		3,903.82		2,102.06
21262		912 WU 500-3587	6/87	SL		60		DIEBOLD	TES		5,282.55		3,433.66		1,848.89
21263		MISC EQUIPMENT	7/87	SL		60			TES		21,206.26		13,784.07		7,422.19
21263	01	SOFTWARE	7/87	SL		60		INTEL	SOF		177.00		115.05		61.95
		ITEM TOTALS									21,383.26		13,899.12		7,484.14
21289		INTERNAL DISK DRIVE	11/89	SL		60			266		995.00		248.75		746.25
21289	00	INTERNAL DISK DRIVE	11/89	SL		60		PRIORITY 1	266		1,013.00		253.25		759.75

REQUEST NO.    008	ELECTRONICS FACILITY 009		PAGE    26
REPORT NO.      170
RUN DATE    09/07/90	BOOK LEDGER REPORT		FAS    REL10.2.1
RUN TIME    09.45.37	AS OF SEP, 1990	BOOK 1

ITEM NUMBER	UNIT NUMB	DESCRIPTION	ENT SERV	DEPR METH	EST LIFE		SERIAL NUMBER	MANUFACTURER NAME	PRO SAL CAT PER	BASIS AMOUNT		ACCUMULATED DEPRECIATION		NET BOOK VALUE
SOFTWARE RD/RETAIL 6625
21289	01	INTERNAL DISK DRIVE	11/89	SL		60		PRIORITY 1	266		1,013.75		253.44		760.31
		ITEM TOTALS									3,021.75		755.44		2,266.31
22223		SONY MONITOR	10/86	SL		144	2011323	SONY	164		839.74		297.41		542.33
22227		SWIPE READER	10/86	SL		144	18512886		164		327.46		115.97		211.49
22228		MONITOR	10/86	SL		144	2011304	SONY	164		839.74		297.41		542.33
22229		ZENITH PC	10/86	SL		144	625CE0949	ZENITH	164		1,878.21		665.20		1,213.01
22232		SWIPE READER	10/86	SL		144	08461986		164		327.46		115.97		211.49
22233		MONITOR	10/86	SL		144	2011326	SONY	164		839.74		297.41		542.33
22237		SWIPE READER	10/86	SL		144	00161686		164		327.46		115.97		211.49
22265		NOVATION MODEMS	12/86	SL		144		INTEL	164		3,196.04		1,131.93		2,064.11
22266		NOVATION MODEMS	12/86	SL		144		INTEL	164		3,196.04		1,131.93		2,064.11
22267		NOVATION MODEMS	12/86	SL		144		INTEL	164		3,196.03		1,131.93		2,064.10
22268		NOVATION MODEMS	12/86	SL		60			166		500.00		425.00		75.00
22268	01	XT COMPUTERS	12/86	SL		60		IBM	166		6,977.80		5,931.13		1,046.67
		ITEM TOTALS									7,477.80		6,356.13		1,121.67
22269		NOVATION MODEMS	12/86	SL		60			166		500.00		425.00		75.00
22270		NOVATION MODEMS	12/86	SL		60			166		500.00		425.00		75.00
22271		NOVATION MODEMS	12/86	SL		60			166		500.00		425.00		75.00
22277		MONITOR	12/86	SL		144	2011003	SONY	164		674.00		238.71		435.29
22278		PC XT	12/86	SL		144	6830515160	IBM	164		2,517.50		891.61		1,625.89
22278	01	PC XT	12/86	SL		144		IBM	164		2,517.50		891.61		1,625.89
		ITEM TOTALS									5,035.00		1,783.22		3,251.78
22279		MONITOR	12/86	SL		144	0002011211	SONY	164		674.00		238.71		435.29
22280		PC XT	12/86	SL		144	3830525760	IBM	164		2,517.50		891.61		1,625.89
22280	01	PC XT	12/86	SL		144		IBM	164		2,517.50		891.61		1,625.89
		ITEM TOTALS									5,035.00		1,783.22		3,251.78
22281		MONITOR	12/86	SL		144	2011053	SONY MONITOR	164		674.00		238.71		435.29
22282		VIDEO TEXT UNIT	12/86	SL		144	0000010274	SONY	164		1,190.00		421.46		768.54
22283		MONITOR	12/86	SL		144	0002011052	SONY	164		674.00		238.71		435.29
22298	00	EBASE TEST EQUIP	12/86	SL		144		MICROCOSM	164		12,851.00		4,551.40		8,299.60
22298	01	AUTO DISK COPIER	12/86	SL		144		MEDIA SYST TEC	164		37,050.00		13,121.88		23,928.12
22298	02	1010 CONTROLLER	12/86	SL		144		INTEL	164		13,794.00		4,885.38		8,908.62
22298	03	MISC	12/86	SL		144			164		3,477.23		1,231.52		2,245.71
		ITEM TOTALS									67,172.23		23,790.18		43,382.05
22303		PROTOCOL ANALYZER	12/86	SL		144	118046	DATA PROC SCIE	164		1,599.92		566.64		1,033.28
22304		SOFT-SCOPE DEBUGGER	12/86	SL		144	1237	CONCURRENT SCI	164		2,405.00		851.77		1,553.23
22305		MEM BD SYR286KITJSU	12/86	SL		144		INTEL	164		5,281.43		1,870.51		3,410.92
22308		ATM	12/86	SL		60	13906	IBM	166		4,616.00		3,923.60		692.40
22345		NOVATION MODEM	6/87	SL		60	266699		266		592.45		394.97		197.48
22345	01	XT PC	6/87	SL		60		IBM	266		12,166.82		8,111.21		4,055.61
		ITEM TOTALS									12,759.27		8,506.18		4,253.09
22358		1073 DRIVE UP	3/89	SL		60	NN000007	DIEBLD	TES		3,136.96		784.24		2,352.72

REQUEST NO.    008	ELECTRONICS FACILITY 009		PAGE    27
REPORT NO.      170
RUN DATE    09/07/90	BOOK LEDGER REPORT		FAS    REL10.2.1
RUN TIME    09.45.37	AS OF SEP, 1990	BOOK 1

ITEM NUMBER	UNIT NUMB	DESCRIPTION	ENT SERV	DEPR METH	EST LIFE		SERIAL NUMBER	MANUFACTURER NAME	PRO SAL CAT PER	BASIS AMOUNT		ACCUMULATED DEPRECIATION		NET BOOK VALUE
SOFTWARE RD/RETAIL 6625
22359		1073 DRIVE UP	3/89	SL		60	NN000011	DIEBLD	TES		3,136.96		784.24		2,352.72
22360		1003 CONTROLLER	3/89	SL		60	2128704452	DIEBLD	TES		12,448.96		3,112.24		9,336.72
22361		PROTOCOL ANALYZER	7/87	SL		60	2647A01167	HEWLETT PACKAR	266		4,435.00		2,882.75		1,552.25
22362		PROTOCOL ANALYZER	7/87	SL		60	2647A01101	HEWLETT PACKAR	266		4,435.00		2,882.75		1,552.25
22370		PROTOCOL ANALYZER	7/87	SL		60	202701	DIGITECH	TES		18,506.88		12,029.47		6,477.41
22378		HP ANALYZER	9/87	SL		60	2647A02444	HEWLETT PACKAR	RAD		4,325.50		2,811.58		1,513.92
22379		HP PROTOCOL ANALYZER	8/88	SL		60	2647A02459	HEWLETT PACKAR	TES		4,376.17		1,969.28		2,406.89
22380		SONY MONITOR	7/87	SL		60	5004123		TES		591.50		384.47		207.03
22382		1062 ATM	8/87	SL		60	000ML00174	DIEBOLD	TES		5,561.13		3,614.73		1,946.40
22383		1072 ATM	8/87	SL		60	000MW00043	DIEBOLD	TES		5,561.13		3,614.73		1,946.40
22442		PS/2 MODEL 80 PC	9/88	SL		60	72-7023656	DATA ACCESS SY	266		8,718.05		3,923.12		4,794.93
22442	01	COLOR DISPLAY	9/88	SL		60	303946	DATA ACCESS SY	266		520.33		234.15		286.18
		ITEM TOTALS									9,238.38		4,157.27		5,081.11
22452		IBM PS/2 PC WITH	10/89	SL		60	6500513	CBM COMPUTER	266		11,088.05		2,772.01		8,316.04
22453		COLOR DISPLAY	10/89	SL		60	1024018	CBM COMPUTER	266		1,965.47		491.37		1,474.10
22454		IBM PS/2 PC WITH MEM	10/89	SL		60	8028012	CBM COMPUTER	266		5,664.30		1,416.08		4,248.22
22455		COLOR DISPLAY	10/89	SL		60	0358724	CBM COMPUTER	266		473.70		118.43		355.27
22456		IBM PS/2 PC WITH MEM	10/89	SL		60	8005829	CBM COMPUTER	266		5,664.30		1,416.08		4,248.22
22457		MULTISYNC II MONITOR	10/89	SL		60	83D618872	CBM COMPUTER	266		656.21		164.05		492.16
22458		IBM PS/2 PC WITH MEM	10/89	SL		60	8016497	CBM COMPUTER	266		5,664.30		1,416.08		4,248.22
22459		IBM PS/2 PC WITH MEM	10/89	SL		60	8027869	CBM COMPUTER	266		5,664.30		1,416.08		4,248.22
22460		IBM PS/2 PC WITH MEM	10/89	SL		60	8028181	CBM COMPUTER	266		5,664.30		1,416.08		4,248.22
22461		COLOR DISPLAY	10/89	SL		60	0358721	CBM COMPUTER	266		473.70		118.43		355.27
22462		IBM PS/2 PC WITH MEM	10/89	SL		60	8017409	CBM COMPUTER	266		5,664.30		1,416.08		4,248.22
22463		MULTISYNC II MONITOR	10/89	SL		60	83G012512	CBM COMPUTER	266		656.21		164.05		492.16
22464		IBM PS/2 PC WITH MEM	10/89	SL		60	8019806	CBM COMPUTER	266		5,664.30		1,416.08		4,248.22
22465		COLOR DISPLAY	10/89	SL		60	0358730	CBM COMPUTER	266		473.70		118.43		355.27
22466		PC	11/89	SL		60	72-9044075	CBM COMPUTER	266		4,211.56		1,052.89		3,158.67
22467		MONITOR	11/89	SL		60	72-0312531	CBM COMPUTER	266		656.21		164.05		492.16
22526		IBM SYSTEM II PC	9/88	SL		60	72-8011199	BASIC COMPUTER	266		5,042.09		2,268.94		2,773.15
22526	01	IBM SYSTEM II MONITR	9/88	SL		60	41082	BASIC COMPUTER	266		539.44		242.75		296.69
22526	02	EXTERNAL DISK DRIVE	9/88	SL		60		BASIC COMPUTER	266		354.22		159.40		194.82
		ITEM TOTALS									5,935.75		2,671.09		3,264.66
22611		1061 CTT STOCK CONFI	10/89	SL		60	CT000123	DIEBOLD	TES		7,878.56		1,969.64		5,908.92
22613		1060 ETM P11STOCK	10/89	SL		60	000620	DIEBOLD	TES		7,502.71		1,875.68		5,627.03
22645		RACK ENCLOSURES FOR	2/90	SL		60	56204 8205	IBM	266		4,747.50		345.27		4,402.23
22645	01	DISK DRIVE	2/90	SL		60	00B61A3	IBM	266		15,693.13		1,141.32		14,551.81
22645	02	DISK DRIVE	2/90	SL		60	00B612E	IBM	266		15,693.13		1,141.32		14,551.81
22645	03	DISK DRIVE	2/90	SL		60	00B29C8	IBM	266		15,693.13		1,141.32		14,551.81
22645	04	DISK DRIVE	2/90	SL		60	0080956	IBM	266		6,277.25		456.53		5,820.72
		ITEM TOTALS									58,104.14		4,225.76		53,878.38
22646		IBM 9375 PROCESSOR	2/90	SL		60	0002734	IBM	266		104,481.11		7,598.63		96,882.48

REQUEST NO.    008	ELECTRONICS FACILITY 009		PAGE    28
REPORT NO.      170
RUN DATE    09/07/90	BOOK LEDGER REPORT		FAS    REL10.2.1
RUN TIME    09.45.37	AS OF SEP, 1990	BOOK 1

ITEM NUMBER	UNIT NUMB	DESCRIPTION	ENT SERV	DEPR METH	EST LIFE		SERIAL NUMBER	MANUFACTURER NAME	PRO SAL CAT PER	BASIS AMOUNT		ACCUMULATED DEPRECIATION		NET BOOK VALUE
SOFTWARE RD/RETAIL 6625
22671	#01	LASER IMAGER PRINTER	1/90	SL		60	1182	PRINTWARE INC	266		10,539.45		790.46		9,748.99
22672		MAG TAPE SYSTEM	2/90	SL		60	0060191	IBM	266		24,212.25		1,760.89		22,451.36
22673		DOT BAND PRINTER	2/90	SL		60	0030495	IBM	266		6,498.80		472.64		6,026.16
22674		IBM DISPLAY TERMINAL	2/90	SL		60	00FE064	IBM	266		1,423.20		103.51		1,319.69
22675		IBM DISPLAY TERMINAL	2/90	SL		60	WEU17	IBM	266		1,423.20		103.51		1,319.69
22676		IBM DISPLAY TERMINAL	2/90	SL		60	00FE074	IBM	266		1,423.20		103.51		1,319.69
22677		IBM DISPLAY TERMINAL	2/90	SL		60	00FE082	IBM	266		1,423.20		103.51		1,319.69
22678		IBM DISPLAY TERMINAL	2/90	SL		60	00FE083	IBM	266		1,423.20		103.51		1,319.69
22679		IBM DISPLAY TERMINAL	2/90	SL		60	00FE091	IBM	266		1,423.20		103.51		1,319.69
22680		IBM DISPLAY TERMINAL	2/90	SL		60	00FE093	IBM	266		1,423.20		103.51		1,319.69
22681		IBM DISPLAY TERMINAL	2/90	SL		60	00FE100	IBM	266		1,423.20		103.51		1,319.69
22682		IBM DISPLAY TERMINAL	2/90	SL		60	00FE101	IBM	266		1,423.20		103.51		1,319.69
22683		IBM DISPLAY TERMINAL	2/90	SL		60	0099108	IBM	266		1,423.20		103.51		1,319.69
22690		IBM COLOR MONITOR	4/90	SL		60	72-0817909	BASIC COMPUTER	266		450.00		30.00		420.00
22691		IBM PC MODEL 55SX	4/90	SL		60	23-1094463	BASIC COMPUTER	266		6,830.78		455.39		6,375.39
22693		IBM PC MODEL 55SX	4/90	SL		60	23-108399	BASIC COMPUTER	266		4,061.15		270.74		3,790.41
22693	01	MULTISYNC MONITOR	4/90	SL		60	9YK22348N	BASIC COMPUTER	266		427.22		28.48		398.74
		ITEM TOTALS									4,488.37		299.22		4,189.15
22699		PSX WORKSTATION WITH	5/90	SL		60	USA2001983	TANDEM	266		2,089.06		130.57		1,958.49
22720		PSX WORKSTATION WITH	5/90	SL		60	USA2001021	TANDEM	266		2,089.06		130.57		1,958.49
22721		PSX WORKSTATION WITH	5/90	SL		60	USA2001638	TANDEM	266		2,089.06		130.57		1,958.49
22722		PSX WORKSTATION WITH	5/90	SL		60	USA2001624	TANDEM	266		2,089.06		130.57		1,958.49
22723		PSX WORKSTATION WITH	5/90	SL		60	17A1002134	TANDEM	266		1,055.00		65.94		989.06
22724		PSX WORKSTATION WITH	5/90	SL		60	17A1002272	TANDEM	266		1,055.00		65.94		989.06
22725		PSX WORKSTATION WITH	5/90	SL		60	17A1002686	TANDEM	266		1,055.00		65.94		989.06
22726		PSX WORKSTATION WITH	5/90	SL		60	17A1002561	TANDEM	266		1,055.00		65.94		989.06
22727		PSX WORKSTATION WITH	5/90	SL		60	17A1002694	TANDEM	266		1,055.00		65.94		989.06
22728		PSX WORKSTATION WITH	5/90	SL		60	17A1002642	TANDEM	266		1,055.00		65.94		989.06
23088		COMMUNICATION PATCH	2/90	SL		60		BLACK BOX	266		1,294.05		94.11		1,199.94
23089		MULTIPLEXER	2/90	SL		60	000570E	IBM	266		838.73		61.00		777.73
23090		MULTIPLEXER	2/90	SL		60	000778E	IBM	266		838.73		61.00		777.73
23095		LAN NETWORK CABLE &	4/90	SL		60		ACY & BASIC	266		27,416.86		1,827.79		25,589.07
60165		IMPRINTER DETACHER	7/70	SLN		72			N66		1,525.00		1,525.00
60363		ELECTRIC TYPEWRITER	7/72	SLN		72	6703691		A66		600.00		600.00
60903		PAPER SHREADER	7/76	SLN		84	145776	DATA-SHRED	A66		1,875.00		1,875.00
68533	#01	PARTITIONS-TECH DOC &	12/85	SLN		96	8393-500	STEELCASE	OFF		23,230.80		15,245.21		7,985.59
90282		PC XT	4/87	SL		60	6383006	IBM	266		2,921.25		1,898.81		1,022.44
90282	01	HERCULES COLOR CARD	4/87	SL		60		IBM	266		183.75		119.44		64.31
		ITEM TOTALS									3,105.00		2,018.25		1,086.75
90283		COLOR DISPLAY	4/87	SL		60	1085774	IBM	266		510.00		331.50		178.50
90283	01	DOS 3.1	3/87	SL		60		IBM	SOF		63.46		45.48		17.98
		ITEM TOTALS									573.46		376.98		196.48

REQUEST NO.    008	ELECTRONICS FACILITY 009		PAGE    29
REPORT NO.      170
RUN DATE    09/07/90	BOOK LEDGER REPORT		FAS    REL10.2.1
RUN TIME    09.45.37	AS OF SEP, 1990	BOOK 1

ITEM NUMBER

UNIT NUMB

DESCRIPTION

ENT SERV

DEPR METH

EST LIFE

SERIAL NUMBER

MANUFACTURER NAME

PRO SAL CAT PER

BASIS AMOUNT

ACCUMULATED DEPRECIATION

NET BOOK VALUE

SOFTWARE RD/RETAIL 6625

ELECTRONICS FACILITY 009

TOTALS

4,411,588.19

1,737,365.08

2,674,223.11

INTERBOLD CONFIDENTIAL

SEPTEMBER 10, 1990

PROFIT AND/OR LOSS STATEMENT

YEAR END $000 OMITTED

	1990			1991			1992			1993
Revenue	$	50,073		$	205,091		$	229,178		$	255,226
Cost of Goods	$	30,674		$	119,077		$	132,744		$	145,952
Gross Profit		19,399			86,014			96,434			109,274
Percent		38.74	%		41.94	%		42.08	%		42.81	%
R. D. & E.	$	10,000		$	33,000		$	29,000		$	31,900
S. G. & A.	$	5,000		$	28,810		$	31,694		$	34,860
Operating Income		4,399			24,204			35,740			42,514
Percent		8.79	%		11.80	%		15.59	%		16.66	%
Minority Interest	$	0		$	5,733		$	10,722		$	12,754
Profit Before Tax		4,399			18,471			25,018			29,760
Income Tax	$	1,672		$	7,019			9,507		$	11,309
Profit After Tax	$	2,727		$	11,452		$	15,511		$	18,451

APPENDIX A

DEFINITIONS

“Accountants” means KPMG Peat Marwick or such other firm of nationally recognized independent certified public accountants for the Partnership as is appointed pursuant to the Partnership Agreement.

“Affiliate” means, as to any Person, any other Person (other than the Partnership) which directly or indirectly controls, is controlled by or is under common control with such Person.

“Assets” means the Diebold Assets or the IBM Assets.

“ATM” means an automated device which (i) can be operated by a customer or end-user without assistance, (ii) can dispense cash or other independently valuable paper, the value of which has been determined prior to being loaded into the device, (iii) is activated by the customer or end-user with an identification card, credit card or passbook and key code or electronic signature verification and (iv) directly debits, or transfers or results in the transfer of funds from, an account of the customer or end-user at a Financial Institution or from an account of a Government Office.

“ATM Business” means the operations of a Parent with respect to the development, manufacture, marketing, leasing and sales of ATMs.

“Benefits Distribution Applications” means any or all of cash or food stamp disbursements, dissemination of information concerning account balances and the application for and authorization and renewal of benefits.

“Burdensome Condition” means any action taken, or credibly threatened, by any Governmental Authority or other Person to challenge the legality of the transactions contemplated by the Participation Agreement under any federal or state antitrust law or the Federal Trade Commission Act, including but not limited to (i) the pendency of a governmental investigation (formal or informal), (ii) the institution of a suit or the threat thereof, (iii) an order by a court of competent jurisdiction preventing consummation of the transaction, as contemplated in any Operative Document, or placing any conditions or limitations upon such consummation or (iv) the issuance of any subpoena, civil investigative demand or other request

Definitions

for documents and information that is unreasonably burdensome in the reasonable judgment of the applicable Person.

“Business Day” means any day (other than a day which is a Saturday, Sunday or legal holiday in the State of New York or Ohio) on which banks are open for business in New York, New York and Cleveland, Ohio.

“Business Plan” means the annual business plan and budgets for the Partnership for each Fiscal Year complying with Section 3.04 of the Partnership Agreement and approved (as to any amendment thereof and any Business Plan subsequent to the initial Business Plan) in compliance with Section 4.03(a) of the Partnership Agreement. The initial Business Plan is attached as Exhibit A to the Partnership Agreement and Exhibit A to the Participation Agreement.

“Call” means a Dispute Call or a Default Call (as defined in Sections 5.06(b) and 9.03 of the Partnership Agreement, respectively).

“Closing Date” means the day specified in Section 2.02 of the Participation Agreement on which the closing of the transactions described in Section 2.01 of the Participation Agreement occurs.

“Code” means the Internal Revenue Code of 1986, as amended (or any successor statute).

“Competitor” means any Person which has, for the most recent fiscal year of such Person, together with its Affiliates, (i) gross revenues in excess of $500 million from the sale, lease, development, manufacture and servicing of computer equipment or (ii) gross revenues in excess of $100 million from the sale, development, licensing and reproduction of computer software.

“Concur” means, as to either Partner, that such Partner has (i) withdrawn any proposal made by such Partner (or approved by the members of the Governing Committee appointed by such Partner) if such proposal was the reason for the declaration of an Impasse or (ii) has agreed to such a proposal made by the other Partner if the failure by such Partner (or by the members of the Governing Committee appointed by such Partner) to agree to such proposal was the reason for the declaration of an Impasse.

2

Definitions

“Confidentiality Agreements” means (i) the Confidential Information Exchange Agreement dated November 10, 1989, between Diebold and IBM, as amended, modified or supplemented in accordance with its terms, in the form of Exhibit B-1 to the Participation Agreement, (ii) the Confidentiality Agreement dated as of September 12, 1990, between Diebold and IBM, in the form of Exhibit B-2 to the Participation Agreement, as amended, modified or supplemented in accordance with its terms or the terms of the Participation Agreement, and (iii) the confidentiality agreements dated as of September 12, 1990, between (A) the Partnership and Diebold and (B) the Partnership and IBM.

“control” (including the correlative terms “controlled by” and “under common control with”) means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).

“Cross-License Agreements” means (i) the Cross-License Agreement dated as of September 12, 1990, between Diebold and IBM, in the form of Exhibit C-1 to the Participation Agreement, as amended, modified or supplemented in accordance with its terms or the terms of the Participation Agreement, (ii) the Cross-License Agreement dated as of September 12, 1990, between IBM and the Partnership, in the form of Exhibit C-2 to the Participation Agreement, as amended, modified or supplemented in accordance with its terms or the terms of the Participation Agreement and (iii) the Cross-License Agreement dated as of September 12, 1990, between Diebold and the Partnership, in the form of Exhibit C-3 to the Participation Agreement, as amended, modified or supplemented in accordance with its terms or the terms of the Participation Agreement.

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

“Diebold Administrative Services Agreement” means the Administrative Services Agreement dated as of September 12, 1990, between the Partnership and Diebold in the form of Exhibit D to the Participation Agreement, as amended, modified or supplemented in accordance with its terms or the terms of the Participation Agreement.

“Diebold Assets” means (i) the rights conveyed by the Transfer and Reservation Agreement between Diebold and

3

Definitions

the Partnership and (ii) all the properties, claims, contracts and other assets set forth in Schedule 1.01A to the Participation Agreement, in each case as amended, modified or supplemented as of the Closing Date in accordance with the terms of the Participation Agreement.

“Diebold Bill of Sale” means the Bill of Sale in favor of the Partnership with a reservation of rights by Diebold, dated the Closing Date, to be executed and delivered by Diebold in the form of Exhibit E to the Participation Agreement.

“Diebold Intellectual Property Agreements” means (i) the Diebold Transfer and Reservation Agreement dated as of September 12, 1990, between Diebold and the Partnership, in the form of Exhibit F-1 to the Participation Agreement, as amended, modified or supplemented in accordance with its terms or the terms of the Participation Agreement, and (ii) the U.S. Software License Agreement dated as of September 12, 1990, between Diebold and the Partnership, in the form of Exhibit F-2 to the Participation Agreement, as amended, modified or supplemented in accordance with its terms or the terms of the Participation Agreement.

“Diebold Maintenance Agreement” means the U.S. Maintenance Agreement dated as of September 12, 1990, between the Partnership and Diebold, in the form of Exhibit G to the Participation Agreement, as amended, modified or supplemented in accordance with its terms or the terms of the Participation Agreement.

“Diebold Management Process Agreement” means the Diebold/Partnership Management Process Agreement dated as of September 12, 1990, between the Partnership and Diebold, in the form of Exhibit H to the Participation Agreement, as amended, modified or supplemented in accordance with its terms or the terms of the Participation Agreement.

“Diebold Marketing Agreement” means the Distributorship Agreement (Diebold U.S. Marketing Agreement) dated as of September 12, 1990, between the Partnership and Diebold in the form of Exhibit I to the Participation Agreement, as amended, modified or supplemented in accordance with its terms or the terms of the Participation Agreement.

“Diebold Partner” means Diebold Holding Company, Inc., a Delaware corporation.

4

Definitions

“Diebold Research and Development Agreement” means the Diebold Research and Development Agreement dated as of September 12, 1990, between the Partnership and Diebold, in the form of Exhibit J to the Participation Agreement, as amended, modified or supplemented in accordance with its terms or the terms of the Participation Agreement.

“Diebold Sales Agreement” means the Agreement for Purchase of Diebold Manufactured Products (Original Equipment Manufacturer) dated as of September 12, 1990, between the Partnership and Diebold, in the form of Exhibit K to the Participation Agreement, as amended, modified or supplemented in accordance with its terms or the terms of the Participation Agreement.

“Electronic Security Applications” means providing protection, detection, surveillance or notification of access, status or condition of buildings, premises, machines or people.

“Environmental Law” means all local, state, Federal and international laws, statutes, ordinances, rules, regulations, judgments, injunctions, stipulations, decrees, orders, treaties or protocols now or hereafter enacted or promulgated by any Governmental Authority which relate to any Hazardous Material or any Hazardous Material Activity, including, without limitation, all laws, statutes, ordinances, rules, regulations, judgments, injunctions, stipulations, decrees, orders, treaties or protocols applicable to (i) the use, handling, transportation, production, disposal, discharge, release, emission, sale or storage of any Hazardous Material or the exposure of any person to a Hazardous Material, (ii) industrial hygiene or working conditions with respect to Hazardous Material, (iii) environmental conditions on, under or about any real property, including, without limitation, the presence of any Hazardous Material in the soil, ground water or surface water of real property, the indoor or ambient air conditions of any real property improvements and the presence of Hazardous Materials in any building materials used in real property improvements, (iv) the presence of any Hazardous Material in or emissions of Hazardous Material by any item of personal property, including, without limitation, any product sold or held for sale, or (v) liability with respect to any Hazardous Material upon the conveyance or transfer of any real property, business or any interest therein.

“Fair Market Sales Value” means the fair market value of the IBM Partner’s interest in the Partnership

5

Definitions

determined in light of the circumstances and prospects surrounding the business of the Partnership. The Fair Market Sales Value shall be determined by an appraiser mutually acceptable to both Diebold and IBM. However, if Diebold and IBM have not agreed on the selection of an appraiser within 15 days of the date of the notice from either Partner exercising a Put or Call, then each of Diebold and IBM shall select an investment banking firm within 25 days from the date of such notice and such two firms shall select a third independent nationally recognized investment banking firm within 30 days from the date of such notice, which third firm shall be instructed to determine the Fair Market Sales Value within 30 days of the date of its appointment. The Partnership and the Partners shall cooperate fully in assisting such appraiser or such investment banking firm in making its determination, including by providing full access to the books and records of the Partnership and to such other information as such appraiser or such investment banking firm shall reasonably request in connection with its determination.

“FAST Device” means an automated device which (i) can be operated by a customer or end-user without assistance or with the assistance of a teller, cashier or other administrative employee, (ii) can dispense cash or other independently valuable paper, (iii) is activated by the customer or end-user with an identification card, credit card or passbook and key code or electronic signature verification and (iv) directly debits, or transfers or results in the transfer of funds from, an account of the customer or end-user at a Financial Institution or from an account of a Government Office.

“Financial Applications” means retail financial transactions including any or all of cash withdrawals, deposits, payments, transfers between or debits to bank accounts, printouts of or dissemination of information concerning bank account balances or other financial information, the application for or granting of loans and the issuing of travelers checks or money orders.

“Financial Institutions” means domestic and international commercial banks, savings and loans, thrifts, credit unions, mutual savings banks, financial service companies and holding companies of the foregoing.

“Fiscal Quarter” means, with respect to the Partnership, a calendar quarter.

6

Definitions

“Fiscal Year” means, with respect to the Partnership, a calendar year.

“Fuel Applications” means the dispensing of fuel through the use of a self service device.

“GAAP” means generally accepted accounting principles in the United States as in effect from time to time.

“GAAS” means generally accepted auditing standards in the United States as in effect from time to time.

“Governing Committee” means the Governing Committee established to manage and direct the business and affairs of the Partnership pursuant to Section 5.01(a) of the Partnership Agreement.

“Government Offices” means government agencies within the United States or any foreign jurisdiction and the United States and foreign postal services.

“Governmental Actions” means all authorizations, consents, approvals, waivers, exceptions, variances, franchises, permissions, permits and licenses of, and filings and declarations with, by or in respect of, Governmental Authorities.

“Governmental Authority” means any Federal, state, local or foreign governmental Person, authority, agency, court, regulatory commission or other governmental body or any stock exchange having competence in the matter.

“Governmental Rule” means any statute, law, treaty, rule, code, ordinance, regulation, license, permit, certificate or order of any Governmental Authority or any judgment, decree, injunction, writ, order or like action of any court or other judicial or quasi judicial tribunal.

“Guarantee” of or by any Person means any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness of any Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Indebtedness, (ii) to purchase property, securities or services for the purpose of assuring the owner of such

7

Definitions

Indebtedness of the payment of such Indebtedness or (iii) to maintain working capital, equity capital or other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness; provided, however, that the term Guarantee shall not include endorsements for collection or deposit, in either case in the ordinary course of business.

“Hazardous Material” means any material or substance that is now or hereafter prohibited or regulated by any law or that is now or hereafter designated by any Governmental Authority to be radioactive, toxic, hazardous or otherwise a danger to health, reproduction or the environment, including, without limitation, (i) oil and petroleum products, (ii) explosives, (iii) radioactive substances and materials, (iv) hazardous, ultra-hazardous or toxic substances, pollutants or wastes, (v) friable asbestos, (vi) urea formaldehyde containing building materials, (vii) polychlorinated biphenyls and transformers or other equipment which contain fluid containing polychlorinated biphenyls in amounts requiring remediation pursuant to applicable Environmental Law, (viii) radon gas and (ix) chemicals, materials or substances now or hereafter defined or included in the definition of “hazardous substances”, “hazardous waste”, “hazardous materials”, or “toxic substances”, or words of similar import, under any law, including, but not limited to, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 as now or hereafter amended, the Hazardous Materials Transportation Act, as now or hereafter amended, Resource Conservation Recovery Act, as now or hereafter amended, the Federal Water Pollution Control Act, as now or hereafter amended, the Clean Air Act, as now or hereafter amended, the Montreal Protocol, as now or hereafter amended, the Toxic Substance Control Act, as now or hereafter amended, the Occupational Safety and Health Act, as now or hereafter amended, and similar laws, rules, regulations, statutes, treaties, orders and international understandings, now or hereafter enacted.

“Hazardous Material Activity” means the transportation, transfer, recycling, storage, use, treatment, manufacture, investigation, removal, remediation, release, exposure of others to, sale or distribution of, any Hazardous Material or any equipment or product containing a Hazardous Material.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

8

Definitions

“IAV” means an automated device which (i) can be operated by a consumer or end-user without assistance, (ii) can dispense printed financial information, (iii) has the capability to be activated by the customer or end-user with an identification card, credit card or passbook and key code or electronic signature verification, (iv) has a touch screen video display and (v) directly debits or transfers funds from an account of the customer of a Financial Institution.

“IBM” means International Business Machines Corporation, a New York corporation.

“IBM Assets” means (i) the rights conveyed by the Transfer and Reservation Agreement between IBM and the Partnership and (ii) all the properties, claims, contracts and other assets set forth on Schedule 1.01B to the Participation Agreement, in each case as amended, modified or supplemented as of the Closing Date in accordance with the terms of the Participation Agreement.

“IBM Bill of Sale” means the Bill of Sale in favor of the Partnership, dated the Closing Date, to be executed and delivered by IBM, in form and substance similar to the Diebold Bill of Sale.

“IBM Engineering Services Agreement” means the Engineering Services Agreement dated as of September 12, 1990, between the Partnership and IBM, in the form of Exhibit L to the Participation Agreement, as amended, modified or supplemented in accordance with its terms or the terms of the Participation Agreement.

“IBM Intellectual Property Agreements” means (i) the IBM Transfer and Reservation Agreement dated as of September 12, 1990, between IBM and the Partnership, in the form of Exhibit M-1 to the Participation Agreement, as amended, modified or supplemented in accordance with its terms or the terms of the Participation Agreement, and (ii) the Non-U.S. Software License Agreement dated as of the Closing Date, between the Partnership and IBM, in the form of Exhibit M-2 to the Participation Agreement, as amended, modified or supplemented in accordance with its terms or the terms of the Participation Agreement.

“IBM Maintenance Agreement” means the Non-U.S. Maintenance Agreement dated as of September 12, 1990, between the Partnership and IBM, in the form of Exhibit N to the Participation Agreement, as amended, modified or supplemented in accordance with its terms or the terms of the Participation Agreement.

9

Definitions

“IBM Management Process Agreement” means the IBM/Partnership Management Process Agreement dated as of September 12, 1990, between the Partnership and IBM, in the form of Exhibit O to the Participation Agreement, as amended, modified or supplemented in accordance with its terms or the terms of the Participation Agreement.

“IBM Marketing Agreements” means (i) the IBM Non-U.S. Marketing Agreement and (ii) the U.S. Marketing Assistance Agreement dated as of September 12, 1990, between the Partnership and IBM, in the form of Exhibit P-2 to the Participation Agreement, as amended, modified or supplemented in accordance with its terms or the terms of the Participation Agreement.

“IBM Non-U.S. Marketing Agreement” or “Non-U.S. Marketing Agreement” means the IBM Non-U.S. Marketing Agreement dated as of September 12, 1990, between the Partnership and IBM, in the form of Exhibit P-1 to the Participation Agreement, as amended, modified or supplemented in accordance with its terms or the terms of the Participation Agreement.

“IBM Partner” means SSTJ Corporation, a New York corporation and a wholly owned Subsidiary of IBM.

“IBM Research and Development Agreement” means the IBM Research and Development Agreement dated as of September 12, 1990, between the Partnership and IBM, in the form of Exhibit Q to the Participation Agreement, as amended, modified or supplemented in accordance with its terms or the terms of the Participation Agreement.

“IBM Sales Agreement” means the Agreement for Purchase of IBM Manufactured Products (Original Equipment Manufacture) dated as of the Closing Date, between the Partnership and IBM, in form of Exhibit R to the Participation Agreement, as amended, modified or supplemented in accordance with its terms or the terms of the Participation Agreement.

“Indebtedness” of any Person shall mean (i) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (ii) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (iii) all obligations of such

10

Definitions

Person upon which interest charges are customarily paid, (iv) all obligations of such Person under conditional sale or other title retention agreements relating to property or assets purchased by such Person, (v) all obligations of such Person issued or assumed as the deferred purchase price of property or services, (vi) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (vii) all Guarantees by such Person of Indebtedness of others, (viii) all obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination of real or personal property, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, (ix) all obligations of such Person in respect of interest rate protection agreements, foreign currency exchange agreements or other interest or exchange rate hedging arrangements and (x) all obligations of such Person as an account party in respect of letters of credit and bankers acceptances. The Indebtedness of any Person shall include the Indebtedness of any partnership (other than the Partnership) in which such Person is a general partner.

“Insurance Companies and Educational Institutions” means insurance underwriters, colleges and universities.

“Intellectual Property” means patents, patent applications, patent rights, trademarks, trademark registrations, trademark applications, licenses, service marks, business marks, brand names, all other names and/or slogans embodying business and/or product goodwill, copyrights, mask works, copyright registrations, computer programs, software, including all source code and object code, development documentation, programming tools, drawings, specifications, data, designs, trade secrets, technology, inventions, discoveries and improvements, know-how, proprietary rights, formulae, processes, technical information, confidential and proprietary information and all other intellectual property rights, whether or not subject to statutory registration or protection.

“Interim Distribution Agreement” means the Interim International Distributorship Agreement dated as of July 12, 1990, between Diebold and IBM, in the form of Exhibit S to the Participation Agreement, as amended, modified or supplemented in accordance with its terms or the terms of the Participation Agreement.

11

Definitions

“Interim Software Agreement” means the License Agreement executed on July 12, 1990, between IBM and Diebold, in the form of Exhibit T to the Participation Agreement, as amended, modified or supplemented in accordance with its terms or the terms of the Participation Agreement.

“Lien” means, with respect to any asset, (i) any mortgage, deed of trust, lien, pledge, encumbrance, charge or security interest in or on such asset, (ii) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement relating to such asset and (iii) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Manufacturing Agreement” means the Manufacturing Agreement dated as of September 12, 1990, between the Partnership and IBM, in the form of Exhibit U to the Participation Agreement, as amended, modified or supplemented in accordance with its terms or the terms of the Participation Agreement.

Any reference to any event, change or effect being “material” with respect to any Person means an event, change or effect which is or, insofar as reasonably can be foreseen, will be, material to the condition (financial or otherwise), properties, assets, liabilities, capitalization, licenses, businesses, operations or prospects of the party, of the Partnership or the Capital Accounts (as defined in Section 6.07 of the Partnership Agreement) of the Partners.

“Net Loss” means, for any period, the total consolidated net loss of the Partnership and its Subsidiaries for such period, determined in accordance with GAAP consistently applied.

“Net Profits” means, for any period, the total consolidated net income of the Partnership and its Subsidiaries for such period, determined in accordance with GAAP consistently applied.

“Nonrecourse Principles” shall have the meaning set forth in Article XIII of the Partnership Agreement and VII of the Participation Agreement.

12

Definitions

“Operative Documents” means the Confidentiality Agreements, the Cross-License Agreements, the Diebold Administrative Services Agreement, the Diebold Bill of Sale, the Diebold Intellectual Property Agreements, the Diebold Maintenance Agreement, the Diebold Management Process Agreement, the Diebold Marketing Agreement, the Diebold Research and Development Agreement, the Diebold Sales Agreement, the IBM Bill of Sale, the IBM Engineering Services Agreement, the IBM Intellectual Property Agreements, the IBM Maintenance Agreement, the IBM Management Process Agreement, the IBM Marketing Agreements, the IBM Research and Development Agreement, the IBM Sales Agreement, the Interim Distribution Agreement, the Interim Software Agreement, the Manufacturing Agreement, the Participation Agreement, the Partnership Agreement, the Partnership to IBM Sales Agreement, the Special Services Agreement and the Technology Developments License Agreement.

“Parent” means Diebold or IBM or both, as the context requires.

“Participation Agreement” means the Amended and Restated Joint Venture Participation Agreement dated as of September 12, 1990, among the Parents and the Partners, as amended, modified or supplemented in accordance with its terms.

“Partner” means the Diebold Partner or the IBM Partner or both, as the context requires.

“Partnership” means the general partnership formed pursuant to the Partnership Agreement.

“Partnership Agreement” means the Amended and Restated Partnership Agreement dated as of September 12, 1990, between the Partners, in the form of Exhibit V to the Participation Agreement, as amended modified or supplemented in accordance with its terms or the terms of the Participation Agreement.

“Partnership to IBM Sales Agreement” means the Agreement for Purchase of Partnership Manufactured Products dated as of September 12, 1990, between the Partnership and IBM, in the form of Exhibit W to the Participation Agreement, as amended, modified or supplemented in accordance with its terms or the terms of the Participation Agreement.

13

Definitions

“Parts” or “Maintenance Parts” means any maintenance, repair, replacement, or other parts relating to Product Units or any upgrades to Product Units, including field replaceable units, which are or may become components of, but do not by themselves constitute, Product Units and including, without limitation, device firmware and microcode contained therein or supplied therewith, but excluding any service manuals or remanufacturing process manuals related thereto.

“Percentage Interest” means 70% for the Diebold Partner and 30% for the IBM Partner.

“Permitted Liens” means (i) the rights and interests of the Partnership, any Partner, any Parent or any Affiliate thereof as provided for in the Operative Documents and (ii) liens for taxes which are not due and payable or which may after contest be paid without penalty or which are being contested in good faith and by appropriate proceedings (provided that an adequate reserve for the payment of such taxes has been established by the appropriate Person) and so long as such proceedings shall not involve any substantial danger of the sale, forfeiture or loss of any part of any relevant asset, or title thereto or any interest therein and other imperfections of title or encumbrances, if any, which imperfections of title or other encumbrances do not materially impair the use of the relevant assets.

“Person” means any individual, firm, corporation, partnership, trust, joint venture, Governmental Authority or other entity, and shall include any successor (by merger or otherwise) of such entity.

“Prime Rate” means the rate publicly announced by The Chase Manhattan Bank, N.A. from time to time as its prime or base or reference rate.

“Product” or “Product Unit” means an ATM or other equipment unit (including those set forth in Appendices 4.3.9-A and 4.3.9-B to the IBM Research and Development Agreement and the Diebold Research and Development Agreement and those developed by the Partnership in the future) sold or distributed as a functional and commercial unit, including options and accessories sold or shipped in connection with such ATM or other equipment unit and the copies of any end-user manuals, documentation, device firmware and microcode contained therein or supplied therewith, but excluding any service manuals or remanufacturing process manuals related thereto.

14

Definitions

“Projected Cash Requirements” for any period shall be the excess, if any, of the Partnership’s projected cash outlays for operations during such period (including, without limitation, projected contributions to any Subsidiary of the Partnership, but not including projected distributions to the Partners pursuant to Section 6.05 of the Partnership Agreement) over the sum of the Partnership’s projected cash receipts from operations during such period plus the Partnership’s projected cash on hand from operations at the beginning of such period.

“Purchase Price” means, as of the date of calculation, the higher of (i) the Fair Market Sales Value and (ii) the Capital Account (as defined in Section 6.07 of the Partnership Agreement) of the IBM Partner.

“Put” means a Dispute Put, a Default Put, a Change of Control Put or a Discretionary Put (as defined in Sections 5.06(b), 9.02(a), 9.02(b) and 9.02(c) of the Partnership Agreement, respectively).

“Retail Companies” means supermarkets, fast food restaurants, convenience stores, department stores and other commercial retail establishments.

“Software Licensing Agreements” means (i) the U.S. Software License Agreement between the Partnership and Diebold and/or (ii) the Non-U.S. Software License Agreement between the Partnership and IBM, in each case as amended, modified or supplemented in accordance with its terms or the terms of the Participation Agreement.

“Special Services Agreement” means the Special Services Agreement dated as of September 12, 1990, between the Partnership and Diebold, in the form of Exhibit X to the Participation Agreement, as amended, modified or supplemented in accordance with its terms or the terms of the Participation Agreement.

“Stamp Applications” means the dispensing of postage stamps.

“Statement Device” means an automated device which (i) can be operated by a consumer or end-user without assistance, (ii) can dispense printed financial information, (iii) has the capability to be activated by the customer or end-user with an identification card, credit card or passbook and key code or electronic signature verification and (iv) obtains the information from a financial account data base.

15

Definitions

“Subsidiary” of any Person means a corporation, company or other entity (other than the Partnership) (i) more than 50% of whose outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) are, or (ii) which does not have outstanding shares or securities (as may be the case in a partnership, joint venture or unincorporated association), but more than 50% of whose ownership interest representing the right generally to make decisions for such other entity is, now or hereafter owned or controlled, directly or indirectly, by such Person, but such corporation, company or other entity shall be deemed to be a Subsidiary only so long as such ownership or control exists.

“Tax” or “Taxes” means all Federal, state, local and foreign taxes, assessments and other governmental charges, including (i) taxes based upon or measured by gross receipts, income, profits, sales, use or occupation and (ii) value added, ad valorem, transfer, franchise, withholding, payroll, employment, excise, or property taxes, together with (iii) all interest, penalties and additions imposed with respect to such amounts and (iv) any obligations under any agreements or arrangements with any other Person with respect to such amounts.

“Technology Developments License Agreement” means the Technology Developments License Agreement dated as of September 12, 1990, among Diebold, IBM and the Partnership, in the form of Exhibit Y to the Participation Agreement, as amended, modified or supplemented in accordance with its terms or the terms of the Participation Agreement.

“Teller Assist Device” means an automated device which is operated by a teller and dispenses cash or cash and coin.

“Ticketing Applications” means the dispensing of transit, airline or event tickets.

“Transfer” means any transfer, sale, assignment, conveyance, license, sublicense or other delivery.

“Transferred Employee” means any employee of a Parent who is employed in connection with the ATM Business of such Parent immediately prior to the Closing Date and who is notified of the change of employment and accepts employment at the Partnership immediately following the Closing Date.

16

Definitions

“Travel Companies” means travel agents, public transportation companies, airlines, railroads and motor vehicle rental companies.

“Video Dispensing Applications” means the dispensing of video tapes.

17

APPENDIX B

DOCUMENTARY CONVENTIONS

1. Agreements. The Documentary Conventions set forth in this Appendix B shall apply to any agreement into which they are specifically incorporated by reference. When used in this Appendix B, “Agreement” means the respective agreement incorporating by reference all or any part of this Appendix B.

2. Definitions. The definitions in this Agreement shall apply equally to both the singular and plural forms of the terms defined. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. Unless the context otherwise requires, the term “party” when used in this Agreement shall be deemed a reference to the parties to this Agreement. All references to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement, unless the context shall otherwise require. Except as otherwise expressly provided in this Agreement, all terms of an accounting or financial nature shall be construed in accordance with GAAP.

3. Notices. All notices and other communications to be given to any party to this Agreement shall be in writing and any notice shall be deemed given when delivered personally by hand, courier or overnight delivery service or three days after being mailed by certified or registered mail, return receipt requested, with appropriate postage prepaid or when received in the form of a telex, telegram or telecopy, and, unless otherwise expressly provided in this Agreement, shall be directed to the address, telex number or telecopier number of such party set forth below (or at such other address, telex number or telecopy number as such party shall designate by like notice):

(i) if to Diebold or the Diebold Partner,

Diebold, Incorporated

818 Mulberry S.E.

Canton, Ohio 44711

Telephone Number:	(216) 497-4473
Telecopy Number:	(216) 497-4555

Attention of Robert W. Mahoney,

Documentary Conventions

and, if to the Partnership,

Diebold, Incorporated

5995 Mayfair Road

North Canton, Ohio 44720

Telephone Number:	(216) 497-4444
Telecopy Number:	(216) 497-4555

Attention of Robert P. Barone,

in each case with a copy to

Diebold, Incorporated

5995 Mayfair Road

North Canton, Ohio 44720

Telephone Number:	(216) 497-5037
Telecopy Number:	(216) 497-4450

Attention of Warren W. Dettinger

                     General Counsel,

and, with respect to the Partnership Agreement and Participation Agreement, with a copy to

Jones, Day, Reavis & Pogue

Metropolitan Square

1450 G Street, N.W.

Washington, D.C. 20005-2088

Telephone Number:	(202) 879-4668
Telecopy Number:	(202) 737-2832

Attention of Phillip A. Proger, Esq.,

2

Documentary Conventions

and

(ii) if to IBM or the IBM Partner, unless otherwise provided in this Agreement to:

International Business Machines Corporation

44 South Broadway

White Plains, New York 10604

Telephone Number:	(914) 288-3600
Telecopy Number:	(914) 288-1144

Attention of William W. K. Rich,

and, with respect to the Partnership Agreement and Participation Agreement, with a copy to

International Business Machines Corporation

2000 Purchase Street

Purchase, New York 10577

Telephone Number:	(914) 697-7600
Telecopy Number:	(914) 697-6014

Attention of Michael W. Szeto,

and

Cravath, Swaine & Moore

Worldwide Plaza

825 Eighth Avenue

New York, N.Y. 10019

Telephone Number	(212) 474-1000
Telecopy Number	(212) 474-3700

Attention of Thomas R. Brome.

4. Severability. If any provision of this Agreement or the application of such provision is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties waive any provision of law that renders any provision of this Agreement invalid, illegal or unenforceable in any respect. The parties shall, to the extent lawful and practicable, use their best efforts to enter into arrangements to reinstate the intended benefits of any provision held invalid, illegal or unenforceable.

3

Documentary Conventions

5. Amendment and Waiver; Remedies. No amendment to this Agreement shall be effective unless it shall be in writing and signed by each party. Any failure of a party to comply with any obligation, covenant, agreement or condition contained in this Agreement may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure of compliance. The rights and remedies of the parties under this Agreement are cumulative and are not exclusive of any rights or remedies which the parties would otherwise have.

6. Table of Contents; Headings. The Table of Contents and Article and Section headings of this Agreement are for convenience of reference only and shall not affect the construction of or be taken into consideration in interpreting this Agreement.

7. Parties in Interest; Limitation on Rights of Others. The terms of this Agreement shall be binding upon and inure to the benefit of the parties and their successors (including, in the case of the Partnership continuing after a Transfer of a partnership interest made pursuant to the Partnership Agreement), their Affiliates and employees and, in the case of the Participation Agreement and the Partnership Agreement, members of the Governing Committee and their permitted successors and assigns. Nothing in this Agreement, whether express or implied, shall give or be construed to give any other Person any legal or equitable right, remedy or claim under or in respect of this Agreement.

8. Counterparts. This Agreement may be executed by the parties in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same document. This Agreement shall become effective when one or more counterparts have been signed by each party and delivered to each other party.

9. Governing Law. This Agreement shall in all respects be governed by and construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed entirely within such State, without regard to the conflict of laws principles of such State.

4

Documentary Conventions

10. Assignment. No party may assign its rights or obligations under this Agreement to any Person without the prior written consent of each other party.

11. Entire Agreement. This Agreement together with all the other Operative Documents (including all Exhibits, Schedules, Appendices and other attachments thereto) and any other document executed at the Closing constitute the entire understanding between the parties with respect to the transactions contemplated by the Operative Documents. Any previous agreement among the parties with respect to the transactions contemplated by the Operative Agreements is superseded by this Agreement together with all the other Operative Documents and any other document executed at Closing in connection with the transactions contemplated by the Operative Documents.

12. Waiver of Certain Damages. Each party waives, to the fullest extent permitted by applicable law, on behalf of itself and, in the case of the Partnership Agreement, of the Partnership, any rights it may have to receive damages or indemnification from the other parties to this Agreement or the other Operative Documents, in respect of any act, omission or event relating to this Agreement or any other Operative Document or the transactions contemplated by this Agreement and the other Operative Documents on any theory of liability for any special, indirect, consequential or punitive damages. Each party (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that the other party would not, in the event of litigation, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party or parties have been induced to enter into this Agreement, by, among other things, the mutual waivers and certifications in this paragraph 12.

13. Jurisdiction; Consent to Service of Process. (a) Each party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any such court, in any suit, action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment in the United States of America, and each party hereby irrevocably and unconditionally agrees that all claims in respect of any such suit, action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each party agrees that a final

5

Documentary Conventions

judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(b) Each party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any New York State or Federal court sitting in New York City. Each party hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court.

(c) Each party irrevocably consents to service of process in the manner provided for notices in paragraph 3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

6

EX-3.7(I)

Exhibit 3.7(i)

State of Delaware

Office of the Secretary of State

I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “DIEBOLD SST HOLDING COMPANY, INC.”, FILED IN THIS OFFICE ON THE SECOND DAY OF JANUARY, A.D. 1998, AT 4:30 O’CLOCK P.M.

		Edward J. Freel, Secretary of State
2841506 8100		AUTHENTICATION:	8851850
981002191		DATE:	01-07-98

PAGE 1

Jan. 2, 1998     4:02PM    DIEBOLD LEGAL No. 1389    P. 2 /3

CERTIFICATE OF INCORPORATION

OF

DIEBOLD SST HOLDING COMPANY, INC.

A STOCK CORPORATION

I, the undersigned, for the purpose of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware, do hereby certify as follows:

FIRST: The name of the corporation (the “Corporation”) is DIEBOLD SST HOLDING COMPANY, INC.

SECOND: The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH: The total number of shares which the Corporation shall have authority to issue is three thousand (3,000) shares of Common Stock, with no par value.

FIFTH: Elections of directors need not be by written ballot except and to the extent provided in the bylaws of the corporation.

SIXTH: To the full extent permitted by the General Corporation Law of the State of Delaware or any other applicable laws presently or hereafter in effect, no director of the Corporation shall be personally liable to the Corporation or its stockholders for or with respect to any acts or omissions in the performance of his or her duties as a director of the Corporation. Any repeal or modification of this Article Sixth shall not adversely affect any right or protection of a director of the Corporation existing immediately prior to such repeal or modification.

SEVENTH: Each person who is or was or had agreed to become a director or officer of the Corporation, or each such person who is or was serving or who had agreed to serve at the request of the Board of Directors or an officer of the Corporation as an employee or agent of the Corporation or as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including the heirs, executors, administrators or estate of such person), shall be indemnified by the Corporation to the full extent permitted by the General Corporation Law of the State of Delaware or any other applicable laws as presently or hereafter in effect. Without limiting the generality or the effect of the foregoing, the Corporation may enter into one or more agreements with any person which provide for indemnification greater or different than that provided in this Article Any repeal or modification of this Article Seventh shall not adversely affect any right or protection existing hereunder immediately prior to such repeal or modification.

EIGHTH: In furtherance and not in limitation of the rights, powers, privileges, and discretionary authority granted or conferred by the General Corporation Law of the State of Delaware or other statutes or laws of the State of Delaware, the Board of Directors is expressly

Jan. 2, 1998     4:02PM    DIEBOLD LEGAL No. 1389    P. 3 /3

authorized to make, alter, amend or repeal the bylaws of the Corporation, without any action on the part of the stockholders, but the stockholders may make additional bylaws and may alter, amend or repeal any bylaw whether adopted by them or otherwise. The Corporation may in its bylaws confer powers upon its Board of Directors in addition to the foregoing and in addition to the powers and authorities expressly conferred upon the Board of Directors by applicable law.

NINTH: The Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed herein or by applicable law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to this reservation.

TENTH: The name and mailing address of the sole incorporator is Charee Francis-Vogelsang, P. O. Box 3077, North Canton, Ohio 44720-8077.

IN WITNESS WHEREOF, I the undersigned, being the sole incorporator hereinabove named, do hereby execute this Certificate of Incorporation this 2^ND day of January, 1998.

Charee Francis-Vogelsang

Sole Incorporator

2.

CERTIFICATE OF INCORPORATION

OF

DIEBOLD SST HOLDING COMPANY, INC.

A STOCK CORPORATION

I, the undersigned, for the purpose of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware, do hereby certify as follows:

FIRST: The name of the corporation (the “Corporation”) is DIEBOLD SST HOLDING COMPANY, INC.

SECOND: The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH: The total number of shares which the Corporation shall have authority to issue is three thousand (3,000) shares of Common Stock, with no par value.

FIFTH: Elections of directors need not be by written ballot except and to the extent provided in the bylaws of the corporation.

SIXTH: To the full extent permitted by the General Corporation Law of the State of Delaware or any other applicable laws presently or hereafter in effect, no director of the Corporation shall be personally liable to the Corporation or its stockholders for or with respect to any acts or omissions in the performance of his or her duties as a director of the Corporation. Any repeal or modification of this Article Sixth shall not adversely affect any right or protection of a director of the Corporation existing immediately prior to such repeal or modification.

SEVENTH: Each person who is or was or had agreed to become a director or officer of the Corporation, or each such person who is or was serving or who had agreed to serve at the request of the Board of Directors or an officer of the Corporation as an employee or agent of the Corporation or as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including the heirs, executors, administrators or estate of such person), shall be indemnified by the Corporation to the full extent permitted by the General Corporation Law of the State of Delaware or any other applicable laws as presently or hereafter in effect. Without limiting the generality or the effect of the foregoing, the Corporation may enter into one or more agreements with any person which provide for indemnification greater or different than that provided in this Article. Any repeal or modification of this Article Seventh shall not adversely affect any right or protection existing hereunder immediately prior to such repeal or modification.

EIGHTH: In furtherance and not in limitation of the rights, powers, privileges, and discretionary authority granted or conferred by the General Corporation Law of the State of Delaware or other statutes or laws of the State of Delaware, the Board of Directors is expressly

authorized to make, alter, amend or repeal the bylaws of the Corporation, without any action on the part of the stockholders, but the stockholders may make additional bylaws and may alter, amend or repeal any bylaw whether adopted by them or otherwise. The Corporation may in its bylaws confer powers upon its Board of Directors in addition to the foregoing and in addition to the powers and authorities expressly conferred upon the Board of Directors by applicable law.

NINTH: The Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed herein or by applicable law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to this reservation.

TENTH: The name and mailing address of the sole incorporator is Charee Francis-Vogelsang, P. O. Box 3077, North Canton, Ohio 44720-8077.

IN WITNESS WHEREOF, I the undersigned, being the sole incorporator hereinabove named, do hereby execute this Certificate of Incorporation this 2^ND day of January, 1998.

Charee Francis-Vogelsang

Sole Incorporator

2.

DIEBOLD SST HOLDING COMPANY, INC.

Written Action of Sole Incorporator Without A Meeting

In lieu of a meeting and in accordance with Section 108(c) of the General Corporation Law of the State of Delaware, the undersigned, being the Sole Incorporator of [COMPANY NAME], a Delaware Corporation (“Corporation”), hereby consents in writing to the adoption of the following resolutions:

RESOLVED, that a certified copy of the Certificate of Incorporation be filed in the minute book of the Corporation.

RESOLVED, that the names and mailing addresses of the persons who were to serve as Directors of the Corporation until their successors were elected and qualified were not set forth in the Certificate of Incorporation, and that the following persons are hereby elected to serve as Directors of the Corporation for the terms provided by, and in accordance with, the Bylaws:

Gregg A. Searle

Gerald F. Morris

Warren W. Dettinger

c/o Diebold, Incorporated

P. O. Box 8230

Canton, Ohio 44711-8230

WHEREAS the Sole Incorporator has completed the duties imposed upon her as the signer of the Certificate of Incorporation, her association with the Corporation is hereby terminated.

Dated as of the 2^nd day of January, 1998.

Charee Francis-Vogelsang

Sole Incorporator

EX-3.7(II)

Exhibit 3.7(ii)

DIEBOLD SST HOLDING COMPANY, INC.

BYLAWS

DIEBOLD SST HOLDING COMPANY, INC.

BYLAWS

Table of Contents

ARTICLE I - MEETINGS OF STOCKHOLDERS
Section 1.	Time and Place of Meetings	1
Section 2.	Annual Meeting	1
Section 3.	Special Meetings	1
Section 4.	Notice of Meetings	1
Section 5.	Quorum	2
Section 6.	Voting	2
ARTICLE II - DIRECTORS
Section 1.	Powers	2
Section 2.	Number and Term of Office	3
Section 3.	Vacancies and New Directorships	3
Section 4.	Regular Meetings	3
Section 5.	Special Meetings	3
Section 6.	Quorum	3
Section 7.	Written Action	4
Section 8.	Participation in Meetings by Conference Telephone	4
Section 9.	Committees	4
Section 10.	Compensation	5
Section 11.	Rules	5
ARTICLE III - NOTICES
Section 1.	Generally	5
Section 2.	Waivers	5
ARTICLE IV - OFFICERS
Section 1.	Generally	5
Section 2.	Compensation	6
Section 3.	Succession	6
Section 4.	Authority and Duties	6
Section 5.	Execution of Documents and Action with Respect to Securities of other Corporations	6

-i-

ARTICLE V - STOCK
Section 1.	Certificates	7
Section 2.	Transfer	7
Section 3.	Lost, Stolen or Destroyed Certificates	7
Section 4.	Record Date	8
ARTICLE VI - GENERAL PROVISIONS
Section 1.	Fiscal Year	9
Section 2.	Corporate Seal	9
Section 3.	Reliance upon Books, Reports and Records	9
Section 4.	Time Periods	9
Section 5.	Dividends	9
ARTICLE VII - AMENDMENTS
Section 1.	Amendments	10

-ii-

DIEBOLD SST HOLDING COMPANY, INC.

BYLAWS

ARTICLE I

MEETINGS OF STOCKHOLDERS

Section 1. Time and Place of Meetings. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, within or without the State of Delaware, as may be designated by the Board of Directors, or by the Chairman of the Board, the President or the Secretary in the absence of a designation by the Board of Directors, and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meeting. An annual meeting of the stockholders, commencing with the year 1999, shall be held at such date and time as shall be designated from time to time by the Board of Directors, at which meeting the stockholders shall elect by a plurality vote the directors to succeed those whose terms expire and shall transact such other business as may properly be brought before the meeting.

Section 3. Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by law or by Certificate of Incorporation, may be called by the Board of Directors, the Chairman of the Board or the President.

Section 4. Notice of Meetings. Written notice of every meeting of the stockholders, stating the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting, except as otherwise provided herein or by law. When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, written notice of the place, date and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

Section 5. Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by law or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.

Section 6. Voting. Except as otherwise provided by law or by the Certificate of Incorporation, each stockholder shall be entitled at every meeting of the stockholders to one vote for each share of stock having voting power standing in the name of such stockholder on the books of the Corporation on the record date for the meeting and such votes may be cast either in person or by written proxy. Every proxy must be duly executed and filed with the Secretary of the Corporation. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the Corporation. The vote upon any question brought before a meeting of the stockholders may be by voice vote, unless the holders of a majority of the outstanding shares of all classes of stock entitled to vote thereon present in person or by proxy at such meeting shall so determine. Every vote taken by written ballot shall be counted by one or more inspectors of election appointed by the Board of Directors. When a quorum is present at any meeting, the vote of the holders of a majority of the stock which has voting power present in person or represented by proxy and which has actually voted shall decide any question properly brought before such meeting, unless the question is one upon which by express provision of law, the Certificate of Incorporation or these bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question.

ARTICLE II

DIRECTORS

Section 1. Powers. The business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Certificate of Incorporation directed or required to be exercised or done by the stockholders.

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Section 2. Number and Term of Office. The Board of Directors shall consist of one or more members. The number of directors shall be fixed by resolution of the Board of Directors or by the stockholders at the annual meeting or a special meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 3 of this Article, and each director elected shall hold office until his successor is elected and qualified, except as required by law. Any decrease in the authorized number of directors shall not be effective until the expiration of the term of the directors then in office, unless, at the time of such decrease, there shall be vacancies on the Board which are being eliminated by such decrease.

Section 3. Vacancies and New Directorships. Vacancies and newly created directorships resulting from any increase in the authorized number of directors which occur between annual meetings of the stockholders may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so elected shall hold office until the next annual meeting of the stockholders and until their successors are elected and qualified, except as required by law.

Section 4. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such times and places as shall from time to time be determined by the Board of Directors.

Section 5. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board or the President on one day’s written notice to each director by whom such notice is not waived, given either personally or by mail or telegram, and shall be called by the President or the Secretary in like manner and on like notice on the written request of any two directors.

Section 6. Quorum. At all meetings of the Board of Directors, a majority of the total number of directors then in office shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time to another place, time or date, without notice other than announcement at the meeting, until a quorum shall be present.

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Section 7. Written Action. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes or proceedings of the Board or Committee.

Section 8. Participation in Meetings by Conference Telephone. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any such committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 9. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation and each to have such lawfully delegable powers and duties as the Board may confer. Each such committee shall serve at the pleasure of the Board of Directors. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Except as otherwise provided by law, any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Any committee or committees so designated by the Board shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Unless otherwise prescribed by the Board of Directors, a majority of the members of the committee shall constitute a quorum for the transaction of business, and the act of a majority of the members present at a meeting at which there is a quorum shall be the act of such committee. Each committee shall prescribe its own rules for calling and holding meetings and its method of procedure, subject to any rules prescribed by the Board of Directors, and shall keep a written record of all actions taken by it.

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Section 10. Compensation. The Board of Directors may establish such compensation for, and reimbursement of the expenses of, directors for attendance at meetings of the Board of Directors or committees, or for other services by directors to the Corporation, as the Board of Directors may determine.

Section 11. Rules. The Board of Directors may adopt such special rules and regulations for the conduct of their meetings and the management of the affairs of the Corporation as they may deem proper, not inconsistent with law or these bylaws.

ARTICLE III

NOTICES

Section 1. Generally. Whenever by law or under the provisions of the Certificate of Incorporation or these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram or telephone.

Section 2. Waivers. Whenever any notice is required to be given by law or under the provisions of the Certificate of Incorporation or these bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to such notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE IV

OFFICERS

Section 1. Generally. The officers of the corporation shall be elected by the Board of Directors and shall consist of a President, a Secretary and a Treasurer. The Board of Directors may also

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choose any or all of the following: a Chairman of the Board of Directors, one or more Vice Presidents, and one or more Assistant Secretaries and Assistant Treasurers. Any number of offices may be held by the same person.

Section 2. Compensation. The compensation of all officers and agents of the Corporation who are also directors of the Corporation shall be fixed by the Board of Directors. The Board of Directors may delegate the power to fix the compensation of other officers and agents of the Corporation to an officer of the Corporation.

Section 3. Succession. The officers of the Corporation shall hold office until their successors are elected and qualified. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the directors. Any vacancy occurring in any office of the Corporation may be filled by the Board of Directors.

Section 4. Authority and Duties. Each of the officers of the Corporation shall have such authority and shall perform such duties as are customarily incident to their respective offices, or as may be specified from time to time by the Board of Directors in a resolution which is not inconsistent with these bylaws.

Section 5. Execution of Documents and Action with Respect to Securities of other Corporations. The Chairman, if any, the President or the Vice President each shall have and is hereby given, full power and authority, except as otherwise required by law or directed by the Board of Directors, (a) to execute, on behalf of the Corporation, all duly authorized contracts, agreements, deeds, conveyances or other obligations of the Corporation, applications, consents, proxies and other powers of attorney, and other documents and instruments, and (b) to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders (or with respect to any action of such stockholders) of any other corporation in which the corporation may hold securities and otherwise to exercise any and all rights and powers which the Corporation may possess by reason of its ownership of securities of such other corporation. In addition, the Chairman, the President or the Vice President may delegate to other officers, employees and agents of the Corporation the power and authority to take any action which the Chairman, the President or the Vice President is authorized to take under this Section 5, with such limitations as the Chairman, the President or the Vice President may specify; such authority so delegated by the Chairman, the President or the Vice President shall not be re-delegated by the person to whom such execution authority has been delegated.

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ARTICLE V

STOCK

Section 1. Certificates. Certificates representing shares of stock of the Corporation shall be in such form as shall be determined by the Board of Directors, subject to applicable legal requirements. Such certificates shall be numbered and their issuance recorded in the books of the Corporation, and such certificate shall exhibit the holder’s name and the number of shares and shall be signed by, or in the name of the Corporation by the Chairman of the Board or the President or the Vice President and the Secretary or an Assistant Secretary or the Treasurer of the Corporation. Any or all of the signatures and the seal of the Corporation, if any, upon such certificates may be facsimiles, engraved or printed.

Section 2. Transfer. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue, or to cause its transfer agent to issue, a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 3. Lost, Stolen or Destroyed Certificates. The Secretary or the Assistant Secretary may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed upon the making of an affidavit of that fact, satisfactory to the Secretary or the Assistant Secretary, by the person claiming the certificate of stock to be lost, stolen or destroyed. As a condition precedent to the issuance of a new certificate or certificates the Secretary or the Assistant Secretary may require the owner of such lost, stolen or destroyed certificate or certificates to give the Corporation a bond in such sum and with such surety or sureties as the Secretary or the Assistant Secretary may direct as indemnity against any claims that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed or the issuance of the new certificate.

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Section 4. Record Date. (a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(b) In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date

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shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

ARTICLE VI

GENERAL PROVISIONS

Section 1. Fiscal Year. The fiscal year of the Corporation shall be fixed from time to time by the Board of Directors.

Section 2. Corporate Seal. The Board of Directors may adopt a corporate seal and use the same by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 3. Reliance upon Books, Reports and Records. Each director, each member of a committee designated by the Board of Directors, and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board of Directors, or by any other person as to matters the director, committee member or officer believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 4. Time Periods. In applying any provision of these bylaws which requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded and the day of the event shall be included.

Section 5. Dividends. The Board of Directors may from time to time declare and the corporation may pay dividends upon its outstanding shares of capital stock, in the manner and upon the terms and conditions provided by law and the Certificate of Incorporation.

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ARTICLE VII

AMENDMENTS

Section 1. Amendments. These bylaws may be altered, amended or repealed, or new bylaws may be adopted, by the stockholders or by the Board of Directors.

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