EXHIBIT 10.14




November 1, 2002




Via Facsimile: (972) 579-6448


BANCTEC, INC.


BANCTEC UPPER-TIER HOLDING, LLC


BANCTEC INTERMEDIATE HOLDING, INC.


2701 East Grauwyler Road


Building #3


Irving, Texas 75061


Attention: Chief Financial Officer




Re:                               LOAN AND

SECURITY AGREEMENT—WAIVER, CONSENT AND AMENDMENT  RELATING TO BANCTEC RESTRUCTURING




Ladies

and Gentleman:




Reference is hereby made to that

certain Loan and Security Agreement by and among BANCTEC, INC., a Delaware

corporation (“Borrower”), the financial institution(s) listed on the

signature pages hereof, and their respective successors and Eligible Assignees

(“Lender”) and HELLER FINANCIAL, INC., a Delaware corporation (“Agent”),

as Agent for the Lender, dated as of May 30, 2001 (as amended or otherwise

modified in writing, the “Loan Agreement”).  Unless otherwise indicated, all terms used herein shall have the

same meanings as in the Loan Agreement.




Borrower has requested that Agent and

Lender consent to the consummation of the following transactions, as such transactions

are more fully described in that certain Contribution and Subscription

Agreement (the “Contribution Agreement”), dated as of November 1, 2002,

executed by Borrower, BancTec Upper-Tier Holding, LLC, a Delaware limited

liability company (“Upper-Tier Holding”), and BancTec Intermediate

Holding, Inc., a Delaware corporation (“Intermediate Holding”), and in

that certain Limited Liability Company Agreement of BancTec Upper-Tier Holding,

LLC (“Limited Liability Company Agreement”), dated as of November 1, 2002,

executed by Welsh, Carson, Anderson & Stowe VIII, L.P., WCAS Capital

Partners III, L.P., WCAS Information Partners, L.P., the other WCAS Members (as

defined in the Limited Liability Company Agreement), Convergent Equity

Partners, L.P., the Executive Members (as defined in the Limited Liability

Company Agreement), and the other Members (as defined in the Limited Liability

Company Agreement):  (a) (i) the

creation of BancTec Upper-Tier Holding, a Delaware general partnership (“Original

Partnership”), and (ii) the contribution to Original Partnership by the

WCAS Members of the Senior Subordinated Note and the Deferred Interest Notes

(as defined in the Senior Subordinated Note), and of the entirety of their

ownership interest in the capital stock of Borrower and in the warrants to

purchase capital stock of Borrower issued to them by Borrower; (b) (i) the

creation of Upper-Tier Holding, and (ii) the contribution to 





























 




Upper-Tier Holding: (A) by the

WCAS Members of all of their interests in Original Partnership, (B) by

Convergent of 1,181,946 shares of Class A Common Stock, par value $.01 per

share of Borrower, and (C) by the Executive Members of $100,000 in cash, in

each case in exchange for such interest in Upper-Tier Holding as is described

in the Limited Liability Company Agreement; (c) the dissolution and termination

of Original Partnership and transfer of all of the assets of Original

Partnership to Upper-Tier Holding, whereupon Upper-Tier Holding becomes the

owner of the Senior Subordinated Note and the Deferred Interest Notes

(hereinafter, the “Subordinated Notes”) and of all the issued and

outstanding capital stock of Borrower and of warrants to purchase capital stock

of Borrower (such capital stock and warrants being hereinafter collectively

referred to as the “BancTec Stock and Warrants”); and (d) (i)

creation of an Intermediate Holding, (ii) contribution by Upper-Tier Holding to

Intermediate Holding of the BancTec Stock and Warrants and $100,000 in cash in

exchange for the issuance by Intermediate Holding to Upper-Tier Holding of 100%

of the issued and outstanding capital stock of Intermediate Holding, and (iii)

subscription by Intermediate Holding for, and issuance by Borrower to

Intermediate Holding of, 667 shares of Series A Preferred Stock of Borrower for

an aggregate subscription price of $100,000 (such transactions being

hereinafter referred to collectively as the “Proposed Transaction”), and

that Agent and Lender waive any violation of any provision of the Loan

Agreement to the extent such provision would otherwise be deemed violated

solely due to the consummation of the Proposed Transaction.




Borrower has further requested that

Agent and the Lender (a) amend the Loan Agreement to permit Borrower to make

cash dividends to Intermediate Holding (i) in an aggregate amount equal to the

actual federal and state income and franchise tax liability for any applicable

year of Intermediate Holding, Borrower and Borrower’s Subsidiaries as

determined on a consolidated basis pursuant to actually filed consolidated tax

returns of Intermediate Holding, Borrower and Borrower’s Subsidiaries, (ii) in

an amount not to exceed $200,000 during each fiscal year of Borrower to be used

to pay the administrative expenses of Intermediate Holding and Upper-Tier

Holding,  and (iii) in connection with

the purchase by Upper-Tier Holding pursuant to Section 8.05 of the Limited

Liability Company Agreement of all Interests (as defined in the Limited

Liability Company Agreement) in Upper-Tier Holding then held by a Carry Member

(as defined in the Limited Liability Company Agreement) and his affiliates or

transferees, provided that the amount of such cash dividend in connection with

such specific purchase does not exceed the Series C Principal Balance (as

defined in the Limited Liability Company Agreement) of such Carry Member, and

(b) amend the Loan Agreement to permit Borrower to file consolidated income tax

returns with Intermediate Holding, and (c) make the other agreements

hereinafter set forth.




Subject to the terms, conditions and

provisions of this letter, (a) each of Lender and Agent hereby (i) consents to

the consummation of the Proposed Transaction, and (ii) waives any violation of

the provisions of the Loan Agreement to the extent such provisions would be

deemed violated solely due to the consummation of the Proposed Transaction, and

(b) each of Agent, Lender and Borrower hereby amends the Loan Agreement and

hereby makes such other agreements as follows:




(i)            Borrower,

Agent and Lender hereby amend Section 7.5 of the Loan Agreement by deleting it

in its entirety and replacing it with the following:




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“7.5         Restricted

Junior Payments.  Directly or

indirectly declare, order, pay, make or set apart any sum for any Restricted

Junior Payment, except that (a) Subsidiaries of Borrower may make Restricted

Junior Payments with respect to their common stock, (b) the Borrower may

declare and pay dividends with respect to its capital stock payable in

additional shares of its common stock, (c) the Borrower may make Restricted

Junior Payments pursuant to and in accordance with currently existing stock

option plans or other benefit plans for management or employees of the Borrower

and its Subsidiaries, (d) Borrower may make regularly scheduled interest

payments on the Senior Subordinated Note and issue and pay interest on Deferred

Interest Notes (as defined in the Senior Subordinated Note) provided that at

the time of such payment or issuance Borrower is in compliance with the Fixed

Charge Coverage Ratio specified in B of the Financial Covenants Rider, (e)

Borrower may make cash dividends to BancTec Intermediate Holding, Inc., a

Delaware corporation (‘Intermediate Holding’), up to the aggregate

amount equal to the actual federal and state income and franchise tax liability

for any applicable taxable year of Intermediate Holding, Borrower and

Borrower’s Subsidiaries as determined on a consolidated basis pursuant to

consolidated tax returns actually filed for Intermediate Holding, Borrower and

Borrower’s Subsidiaries, (f) Borrower may make cash dividends to Intermediate

Holding in an amount each fiscal year of Borrower not to exceed $200,000 to be

used to pay the administrative expenses of Intermediate Holding and of BancTec

Upper-Tier Holding, LLC, a Delaware limited liability company (‘Upper-Tier

Holding’), and (g) provided no Default or Event of Default then exists,

Borrower may make cash dividends to Intermediate Holding in connection with the

purchase by Upper-Tier Holding pursuant to Section 8.05 of the Upper-Tier

Holding LLC Agreement of all Interests (as defined in the Upper-Tier Holding

LLC Agreement) in Upper-Tier Holding then held by a ‘Carry Member’ (as defined

in the Upper-Tier Holding LLC Agreement) and his affiliates or other transferees,

provided that the amount of such cash dividend in connection with any such

specific purchase shall not exceed the Series C Principal Balance (as defined

in the Upper-Tier Holding LLC Agreement) of such Carry Member.”




(ii)           Borrower,

Agent and Lenders hereby amend Section 7.10 of the Loan Agreement by deleting

it in its entirety and replacing it with the following:




“7.10       Tax

Consolidations.  File or consent to

the filing of any consolidated income tax return with any Person other than any

of Borrower’s Subsidiaries or Intermediate Holding;  provided that in the

event Borrower files a consolidated return with Intermediate Holding or any

such other Person, Borrower’s contribution with respect to taxes as a result of

the filing of such consolidated return shall not be greater, nor the receipt of

tax benefits less, than they would have been had Borrower not filed a

consolidated return with Holdings or such other Person.”




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(iii)          Borrower,

Agent and Lender hereby agree that in addition to and not in limitation of the

Events of Default presently set forth in Section 8.1 of the Loan Agreement, the

occurrence of any of the following shall also constitute an Event of Default:




                (A)          Upper-Tier Holding and/or Intermediate Holding hereafter

forms a new Subsidiary; or




                (B)           Upper-Tier Holding conducts any business other than being

the holding company for all the issued and outstanding capital stock in

Intermediate Holding and the Subordinated Notes; or




                (C)           Intermediate Holding conducts any business other than

being the holding company for all the issued and outstanding capital stock of

and of all the issued warrants to purchase capital stock of Borrower.




(iv)          Borrower,

Agent and Lender hereby amend Section 11.1 of the Loan Agreement by adding

thereto a new definition, “Upper-Tier Holding LLC Agreement,” to read in its

entirety as follows:




“‘Upper-Tier Holding LLC Agreement’

means that certain Limited Liability Company Agreement of BancTec Upper-Tier

Holding LLC, dated as of November 1, 2002, executed by WCAS, et al., as in

effect on the original date of execution thereof and as thereafter amended, to

the extent Agent has consented to such amendment.”




(v)           Borrower,

Agent and Lender hereby agree that unless otherwise required by Agent,

calculation of the covenants contained in the Financial Covenants Rider

attached to the Loan Agreement shall continue to only take into account

Borrower and its Subsidiaries (and not Intermediate Holding) and that unless

otherwise required by Agent the reporting required by the Reporting Rider

attached to the Loan Agreement shall continue to be reported on the basis of

Borrower and its Subsidiaries  (and not on the basis of Intermediate

Holding and its Subsidiaries).




Notwithstanding the foregoing, Lender’s

and Agent’s consents, waivers and agreements herein are subject to the

satisfaction of the following conditions in a manner and pursuant to

documentation satisfactory to Agent:




(a)                                  Agent

shall have received a copy of this letter, duly and validly executed by

Borrower, Upper-Tier Holding and Intermediate Holding;




(b)                                 Agent

shall have received a copy of the executed Contribution Agreement, including

all exhibits and schedules thereto, and of the executed Limited Liability

Company Agreement, including all exhibits and schedules thereto, and of all

other documentation executed and issued in connection with the Proposed

Transaction;




(c)                                  Agent

shall have received (i) a Guaranty Agreement duly executed by Upper-Tier

Holding, in favor of Agent and Lender, whereby Upper-Tier Holding guarantees

payment of the Obligations, and (ii) a Guaranty Agreement duly executed by






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Intermediate

Holding, in favor of Agent and Lender, whereby Intermediate Holding guarantees

payment of the Obligations; and




(d)                                 satisfaction

of such other conditions as Agent shall reasonably require.




By execution of this letter, each of

Borrower, Upper-Tier Holding and Intermediate Holding hereby agrees for the

benefit of Agent and Lender that (a) the Loan Agreement constitutes the “Credit

Agreement” for the purpose of the Senior Subordinated Notes, (b) all

Obligations constitute “Senior Indebtedness” for purposes of the Senior

Subordinated Notes, and (c) the consummation of the Proposed Transaction does

not and shall not be deemed to constitute a “Change of Control” for purposes of

the Senior Subordinated Notes.




Each of Borrower, Upper-Tier Holding

and Intermediate Holding is hereby notified that irrespective of (a) any

waivers previously granted by Agent or Lender regarding the Loan Agreement and

the Loan Documents, (b) any previous failures or delays of Agent or Lender

in exercising any right, power or privilege under the Loan Agreement or the

Loan Documents, or (c) any previous failures or delays of Agent or Lender

in the monitoring or in the requiring of compliance by Borrower with the

duties, obligations, and agreements of Borrower in the Loan Agreement and the

Loan Documents, hereafter each of Borrower, Upper-Tier Holding and Intermediate

Holding will be expected to comply strictly with its duties, obligations and

agreements under the Loan Agreement and the Loan Documents.




Except as expressly provided above,

nothing contained in this letter or any other communication between Agent

and/or Lender and Borrower shall be a waiver of any past, present or future

violation, default or Event of Default of Borrower under the Loan Agreement or

any Loan Documents.  Similarly, each of

Agent and Lender hereby expressly reserves any rights, privileges and remedies

under the Loan Agreement and each Loan Document that Agent or Lender may have

with respect to each violation, default or Event of Default, and any failure by

Agent or Lender to exercise any right, privilege or remedy as a result of the

violation set forth above shall not directly or indirectly in any way

whatsoever either (a) impair, prejudice or otherwise adversely affect the

rights of Agent or Lender, except as set forth herein, at any time to exercise

any right, privilege or remedy in connection with the Loan Agreement or any

Loan Documents, (b) amend or alter any provision of the Loan Agreement or

any Loan Documents or any other contract or instrument, or (c) constitute

any course of dealing or other  basis

for altering any obligation of Borrower or Upper-Tier Holding or Intermediate

Holding or any rights, privilege or remedy of Agent under the Loan Agreement or

any Loan Documents or any other contract or instrument.  Nothing in this letter shall be construed to

be a consent by Agent or Lender to any prior, existing or future violations of

the Loan Agreement or any Loan Document or to any transaction involving

Borrower or Intermediate Holding or Upper-Tier Holding other than the

Proposed Transaction.




This letter and its agreement to and

acceptance by Borrower, Upper-Tier Holding and Intermediate Holding may be

executed in any number of counterparts and by different parties hereto in

separate counterparts, each of which, when so executed and delivered shall be

deemed to be an original and all of which counterparts taken together shall

constitute one and the same instrument.




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Please acknowledge your agreement to

the terms and conditions of this letter by executing it in the space below and

returning it to the undersigned.




	

   


  	

  Very truly yours,


  
	

   


  	

   


  
	

   


  	

  HELLER FINANCIAL,

  INC.,


  
	

   


  	

  as Agent and Lender


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Name:


  	

   


  
	

   


  	

  Title:


  	

   


  
	

   


  	

   


  
	

  AGREED TO AND ACCEPTED:


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

  BANCTEC, INC.


  	

   


  
	

   


  	

   


  
	

  By:


  	

   


  	

   


  
	

  Name:


  	

   


  	

   


  
	

  Title:


  	

   


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

  BANCTEC

  UPPER-TIER UPPER-TIER HOLDING, LLC


  
	

   


  	

   


  
	

  By:


  	

   


  	

   


  
	

  Name:


  	

   


  	

   


  
	

  Title:


  	

   


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

  BANCTEC

  INTERMEDIATE INTERMEDIATE HOLDING, INC.


  
	

   


  	

   


  
	

  By:


  	

   


  	

   


  
	

  Name:


  	

   


  	

   


  
	

  Title:


  	

   


  	

   


  





 




cc:                                 Via

Facsimile (212) 841-5725 


Reboul, MacMurray, Hewitt,


Maynard & Kristol


45 Rockefeller Plaza


New York, New York  10111


Attn:  Steven R. Rutkovsky, Esq.




                                                Via

Facsimile (312) 441-6876


Heller Financial, Inc.


500 West Monroe


Chicago, Illinois  60661


Attn:  Legal Services/HCF- BancTec, Inc.




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