EXHIBIT 10.13




 




FOURTH AMENDMENT TO


LOAN AND SECURITY AGREEMENT




 




                THIS FOURTH AMENDMENT TO LOAN

AND SECURITY AGREEMENT (this “Amendment”) is entered

into on November 27, 2002 (the “Effective Date”), by and among BancTec,

Inc., a Delaware corporation (“BancTec”) (BancTec being hereinafter

sometimes referred to as the “Original Borrower”), and BTI Technologies

L.P., a Texas limited partnership (“BTI Tech”) (BTI Tech being

hereinafter sometimes referred to as the “Additional Borrower,” and

Original Borrower, together with Additional Borrower, being hereinafter

sometimes individually and collectively referred to as the “Borrower”),

as governed by the provisions of Section 10.19, Section 10.20 and

Section 10.21 of the Loan Agreement (as hereinafter defined), Heller

Financial, Inc., a Delaware corporation (in its individual capacity, “Heller”)

and as the Agent (“Agent”), and the financial institution(s) listed on

the signature pages hereof and their respective successors and Eligible

Assignees (Heller and each such other financial institution being hereinafter

referred to individually as a “Lender” and collectively as the “Lenders”).  Notwithstanding anything contained elsewhere

in this Amendment, this Amendment shall be effective for any purpose only upon

and subject to the completion of the BTJ Sale, as hereinafter defined.




 




RECITALS




 




A.            Original Borrower,

Agent and the Lenders entered into that certain Loan and Security Agreement,

dated May 30, 2001 (as amended from time to time, the “Loan Agreement”).




B.            Each Borrower has

requested that the Agent and the Lenders consent to the consummation of the

following activities (hereinafter, collectively the “Proposed Transaction”):




(i)            Organization by Original Borrower of

a new Subsidiary, BTC Ventures, Inc.,  a Delaware corporation (hereinafter, “Newco”),

Newco to be a wholly-owned Subsidiary of Original Borrower, with the sole asset

of Newco to be a limited partnership interest in Additional Borrower, which

limited partnership interest shall constitute a 99.9% equity interest in

Additional Borrower;




(ii)           Organization by Original Borrower of

Additional Borrower, with Original Borrower to be the sole general partner of

Additional Borrower and Newco to be the sole limited partner of Additional

Borrower;




(iii)          The sale by BTC International

Holdings, Inc. of all of its ownership interests in BancTec Japan, Inc., a

Japanese entity (hereinafter, “BTJ”), pursuant to the terms and

conditions of that certain Stock Purchase Agreement, dated as of November 27,

2002, executed by BTC International Holdings, Inc., BTJ, et al. (the “Purchase

Agreement”) for the cash price detailed in the Purchase Agreement (the “BTJ

Sale”);




 





























 




(iv)          Original Borrower may make an

aggregate cash prepayment on the Senior Subordinated Notes not to exceed

$90,000,000, and Original Borrower may use the proceeds of the BTJ Sale as part

of such cash prepayment.




(v)           Transfer by Original Borrower to

Additional Borrower of the assets of Original Borrower described in the

agreements listed on Schedule I attached to this Amendment (as such agreements

are in effect on the date hereof, the “Original Borrower Transfer Agreements”)

(such transfer to be made specifically subject to the existing Lien therein of

Agent) and the license by Original Borrower to Additional Borrower of such

rights to use Intellectual Property and other assets of Original Borrower as is

described in the Original Borrower Transfer Agreements (such license to be made

specifically subject to the existing Lien of Agent in such Intellectual

Property and other assets) (such assets and rights being hereinafter referred

to as the “Additional Borrower Contribution Property”); and




(vi)          (a) Execution by Additional

Borrower of those certain agreements listed on Schedule II attached to this

Amendment (as such agreements are in effect on the date hereof, the “Additional

Borrower Ancillary Agreements”) whereby, to the extent and in the manner

described in the Additional Borrower Ancillary Agreements, Additional

Borrower sub-licenses or otherwise transfers rights in the Additional Borrower

Contribution Property to BTJ (such sub-licenses and transfers of rights to be

made specifically subject to existing Lien of Agent in the Additional

Borrower Contribution Property and in the Additional Borrower Ancillary

Agreements) and (b) the performance by Additional Borrower of its

obligations under the Additional Borrower Ancillary Agreements.




C.            Pursuant to the

terms and subject to the conditions set forth in this Amendment, (i) Agent and

the Lenders are willing to consent to the consummation of the Proposed

Transaction, (ii) each Borrower, Agent and the Lenders are willing to amend the

Loan Agreement to make Additional Borrower a party to the Loan Agreement and to

make Additional Borrower a joint and several co-obligor for obligations and

indebtedness incurred under the Loan Agreement, and (iii) each Borrower, Agent,

and the Lenders are willing to further amend the Loan Agreement as hereinafter

set forth.




                NOW, THEREFORE, in consideration

of the premises herein contained and other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, subject to the terms

and conditions set forth herein, the parties, intending to be legally bound,

agree as follows:




 




 




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AGREEMENT




 




ARTICLE

I.


DEFINITIONS




 




SECTION 1.02       Certain

Defined Terms.  Capitalized terms

used in this Amendment are used as defined in the Loan Agreement, as amended

hereby, unless otherwise stated.




ARTICLE II.


AMENDMENT




 




SECTION 2.01       Amendment

to the definition of “Borrowing Base” contained in Section 2.1(B) of the

Loan Agreement.  Effective as of the

Effective Date, the definition of “Borrowing Base” contained in Section 2.1(B)

of the Loan Agreement is hereby amended and restated in its entirety to read as

follows:




“‘Borrowing Base’ means, as of any date of

determination, an amount equal to the sum of (a) 85.00% of Eligible Accounts

less Dilution Reserves, plus (b) 50.00% of Eligible Accrued Unbilled

Accounts less Dilution Reserves; plus (c) the lesser of (i)

$30,000,000, or (ii) 85.00% of the net orderly liquidation value of Eligible

Inventory (net orderly liquidation value to be determined in a manner and

pursuant to documentation satisfactory to Agent, in its reasonable credit

judgment) or (iii) 50.00% of Eligible Inventory, plus (d) the lesser

of (i) $40,000,000, or (ii) 100.00% of the fair market value of Eligible

Cash Collateral, and less, in each case, such reserves as Agent in its

reasonable credit judgment may elect to establish.  ‘Dilution Reserve’ means, as of any date of determination, a

reserve for the amount by which the total dilution of Accounts exceeds five

percent (5%); with dilution referring to all actual and potential offsets to an

Account, including, without limitation, customer payment and/or volume

discounts, write-offs, credit memoranda, returns and allowances, and billing

errors.  The Dilution Reserve shall be

adjusted after each field examination audit of the Collateral conducted by

Agent or any authorized representative designated by Agent.”




 




SECTION 2.02       Deletion of the Definition of

“Eligible Field Spare Parts” contained in Section 2.1(D) of the Loan

Agreement.  Effective as of the

Effective Date, the definition of “Eligible Field Spare Parts” contained in Section 2.1(D)

of the Loan Agreement is hereby deleted in its entirety.




SECTION 2.03       Amendment to Section 2.1(H)(1) of

the Loan Agreement.  Effective as of

the Effective Date, the reference to “$20,000,000.00” contained in Section

2.1(H)(1) of the Loan Agreement is hereby deleted and “$30,000,000” is

substituted in lieu thereof.




SECTION 2.04       Amendment to Section 2.3(B) of

the Loan Agreement.  Effective as of

the Effective Date, Section 2.3(B) of the Loan Agreement is hereby

deleted in its entirety and replaced with the following:




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“(B)         Letter of Credit Fees.  Borrower shall pay to Agent a fee with respect to the Lender

Letters of Credit (i) for the benefit of all Lenders with a Revolving Loan

Commitment (based on their respective Pro Rata Share) (a) in the amount equal

to (x) the portion of the average daily amount of Letter of Credit Liability

outstanding during such month equal to or less than the average daily amount of

Eligible Cash Collateral (valued at fair market value) during such month, multiplied

by (y) one percent (1.00%) per annum, and (b) in the amount equal to (x)

the portion of the average daily amount of Letter of Credit Liability

outstanding during such month in excess of the average daily amount of Eligible

Cash Collateral (valued at fair market value) during such month, multiplied

by (y) the per annum percentage equal to the LIBOR Margin at such time in

effect, and (ii) for the account of Agent a fronting fee for each Letter of

Credit issued or obtained by Agent from the date of issuance to the date of

termination equal to the average daily amount of Letter of Credit Liability

with respect to such Letters of Credit outstanding during such month multiplied

by twenty-five one hundredths of one percent (0.25%) per annum.  Such fees will be calculated on the basis of

a three hundred sixty (360) day year for the actual number of days elapsed and

will be payable monthly in arrears on the first (1st) day of each

month. Borrower shall also reimburse Agent for any and all fees and expenses,

if any, paid by Agent or any Lender to the issuer of any Bank Letter of

Credit.”




SECTION 2.05       References to “Borrower” in the Loan

Agreement.  Effective as of the

Effective Date, all references in the Loan Agreement to “Borrower” shall be

deemed to include references to the Additional Borrower.




SECTION 2.06       Addition of Section 10.19 to the Loan

Agreement; “Joint and Several Liability; Rights of Contribution”.  Effective as of the Effective Date, a new Section 10.19

is added to the Loan Agreement to read in its entirety as follows:




“10.19     Joint and Several Liability; Rights of Contribution.




(A)          Each Borrower states and acknowledges that:  (i) pursuant to this Agreement, Borrowers

desire to utilize their borrowing potential on a consolidated basis to the same

extent possible if they were merged into a single organizational entity and

that this Agreement reflects the establishment of credit facilities which would

not otherwise be available to such Borrower if each Borrower were not jointly

and severally liable for payment of all of the Obligations; (ii) it has

determined that it will benefit specifically and materially from the advances

of credit contemplated by this Agreement; (iii) it is both a condition

precedent to the obligations of Agent and Lenders hereunder and a desire of the

Borrowers that each Borrower execute and deliver to Agent and the Lenders this

Agreement; and (iv) Borrowers have requested and bargained for the structure

and terms of and security for the advances contemplated by this Agreement.




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(B)           Each Borrower hereby irrevocably and unconditionally:   (i) agrees that it is jointly and severally

liable to Agent and the Lenders for the full and prompt payment of the Obligations

and the performance by each Borrower of its obligations hereunder in accordance

with the terms hereof; (ii) agrees to fully and promptly perform all of its

Obligations hereunder with respect to each advance of credit hereunder as if

such advance had been made directly to it; and (iii) agrees as a primary

obligation to indemnify Agent and the Lenders on demand for and against any

loss incurred by Agent or the Lenders as a result of any of the obligations of

any one or more of the Borrowers being or becoming void, voidable,

unenforceable or ineffective for any reason whatsoever, whether or not known to

Agent or the Lenders or any Person, the amount of such loss being the amount

which Agent or the Lenders would otherwise have been entitled to recover from

any one or more of the Borrowers.




(C)           It is the intent of each Borrower that the indebtedness,

obligations and liability hereunder of either Borrower not be subject to

challenge on any basis, including, without limitation, pursuant to any

applicable fraudulent conveyance or fraudulent transfer laws. Accordingly, as

of the date hereof, the liability of each Borrower under this Section 10.19,

together with all of its other liabilities to all Persons as of the date hereof

and as of any other date on which a transfer or conveyance is deemed to occur

by virtue of this Agreement, calculated in amount sufficient to pay its

probable net liabilities on its existing Indebtedness as the same become

absolute and matured (‘Dated Liabilities’) is, and is to be, less than

the amount of the aggregate of a fair valuation of its property as of such

corresponding date (‘Dated Assets’). 

To this end, each Borrower under this Section 10.19, (i) grants

to and recognizes in each other Borrower, ratably, rights of subrogation and contribution

in the amount, if any, by which the Dated Assets of such Borrower, but for the

aggregate of subrogation and contribution in its favor recognized herein, would

exceed the Dated Liabilities of such Borrower or, as the case may be, (ii)

acknowledges receipt of and recognizes its right to subrogation and

contribution ratably from each of the other Borrowers in the amount, if any, by

which the Dated Liabilities of such Borrower, but for the aggregate of

subrogation and contribution in its favor recognized herein, would exceed the

Dated Assets of such Borrower under this Section 10.19.  In recognizing the value of the Dated Assets

and the Dated Liabilities, it is understood that Borrowers will recognize, to

at least the same extent of their aggregate recognition of liabilities

hereunder, their rights to subrogation and contribution hereunder.  It is a material objective of this Section

10.19 that each Borrower recognizes rights to subrogation and contribution

rather than be deemed to be insolvent (or in contemplation thereof) by reason

of an arbitrary interpretation of its joint and several obligations

hereunder.  In addition to and not in

limitation of the foregoing provisions of this Section 10.19, the

Borrowers and Lender hereby agree and acknowledge that it is the intent of each

Borrower and of Lender that the obligations of each Borrower hereunder be in

all respects in compliance with, and not be voidable pursuant to, applicable

fraudulent conveyance and fraudulent transfer laws.”




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SECTION 2.07       Addition of Section 10.20 to the Loan

Agreement; “Structure of Credit Facility”. 

Effective as of the Effective Date, a new Section 10.20 is added

to the Loan Agreement to read in its entirety as follows:




“10.20     Structure of Credit Facility.  Each Borrower agrees and acknowledges that

the present structure of the credit facilities detailed in this Agreement is

based in part upon the financial and other information presently known to

Lenders regarding each Borrower, the organizational structure of Borrowers, and

the present financial condition of each Borrower.  Each Borrower hereby agrees that Agent, on behalf of Lenders,

shall have the right, in its sole discretion, to require that any or all of the

following changes be made to these credit facilities:  (i) establish a separate ‘borrowing base’ for each Borrower,

(ii) advance a Revolving Advance specifically to a specific Borrower,

based on such Borrower’s availability under its own ‘borrowing base’, (iii)

restrict loans and advances between Borrowers, (iv) establish separate lockbox

and dominion accounts for each Borrower, and (v) establish such other

procedures as shall be reasonably deemed by Agent to be useful in tracking

where Loans are made under this Agreement and the source of payments received

by Agent or any Lender on such Loans.”




SECTION 2.08       Addition of Section 10.21 to the Loan

Agreement; “The Term ‘Borrower’ or ‘Borrowers.’”  Effective as of the Effective Date, a new Section 10.21 is

added to the Loan Agreement to read in its entirety as follows:




“10.21     The Term ‘Borrower’ or ‘Borrowers’.  All references to ‘Borrower’ or ‘Borrowers’

herein shall refer to and include each of the Original Borrower and the

Additional Borrower separately and all representations contained herein shall

be deemed to be separately made by each of them, and each of the covenants,

agreements and obligations set forth herein shall be deemed to be the joint and

several covenants, agreements and obligations of them (except as otherwise

specifically provided herein).  Any

notice, request, consent, report or other information or agreement delivered to

Agent or any Lender by any Borrower shall be deemed to be ratified by,

consented to and also delivered by the other Borrower.  Each Borrower recognizes and agrees that

each covenant and agreement of ‘Borrower’ or ‘Borrowers’ under this Agreement

and the other Loan Documents shall create a joint and several obligation of the

Borrowers, which may be enforced against Borrowers, jointly, or against each

Borrower separately.  Without limiting

the terms of this Agreement and the other Loan Documents, Liens granted under

this Agreement and other Loan Documents in properties, interests, assets and

collateral shall extend to the properties, interests, assets and collateral of

each Borrower.  Similarly, the term

‘Obligations’ shall include, without limitation, all obligations, liabilities

and indebtedness of such Persons, or any one of them, to Agent or Lenders,

whether such obligations, liabilities and indebtedness shall be joint, several,

joint and several or individual.”




SECTION 2.09       Amendment to Section 11.1 of the Loan

Agreement; Addition of Certain Definitions.  Effective as of the Effective Date, Section 11.1 of

the Loan Agreement is 




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hereby amended by adding the

following new definitions thereto, to be inserted in their proper alphabetical

order:




“‘Additional Borrower’—

BTI Technologies, L.P., a Texas limited partnership.




‘BTJ Sale’ — has the same

meaning as in the Fourth Amendment.




‘Eligible Cash Collateral’

— shall mean such cash of Borrower and such short-term liquid investments of

Borrower as are acceptable to Agent to the extent that Agent, for the benefit

of Lenders, has a first priority perfected Lien in such cash and such liquid

investments, such Lien to be perfected in such a manner and pursuant to such

documentation as shall be satisfactory to Agent in its sole discretion.




‘Fourth Amendment’ —

that certain Fourth Amendment to Loan and Security Agreement executed by

Original Borrower, Additional Borrower, Agent and Lenders.




‘Original Borrower’ —

BancTec, Inc., a Delaware corporation.”




SECTION 2.10       Amendment to Section 11.1 of the Loan

Agreement; Deletion of Definition of “Real Property Advance Amount”.  Effective as of the Effective Date, Section

11.1 of the Loan Agreement is hereby amended by deleting therefrom the

definition of “Real Property Advance Amount.”




SECTION 2.11       Amendment to Exhibit C.  Effective as of the Effective Date, Exhibit C

to the Loan Agreement (Form of Revolving Note) is hereby deleted in its

entirety and replaced with Exhibit C attached hereto.




SECTION 2.12       Amendment to Schedule 4.1B.  Effective as of the Effective Date, Schedule 4.1B

to the Loan Agreement (Capitalization) is hereby deleted in its entirety and

replaced with Schedule 4.1B attached hereto.




SECTION 2.13       Amendment to Schedule 4.6.  Effective as of the Effective Date, Schedule 4.6

to the Loan Agreement (Names and Locations) is hereby deleted in its entirety

and replaced with Schedule 4.6 attached hereto.




SECTION 2.14       Amendment to Schedule 7.11.  Effective as of the Effective Date, Schedule 7.11

to the Loan Agreement (Subsidiaries) is hereby deleted in its entirety and

replaced with Schedule 7.11 attached hereto.




SECTION 2.15       Grant by Additional Borrower of

Security Interest in Collateral. 

Additional Borrower hereby agrees that by becoming a party to the Loan

Agreement, it is subject to all the provisions of the Loan Agreement,

including, without limitation, the grant to Agent, on behalf of Lenders, of a

continuing security interest, lien and mortgage in and to all right, title and

interest of Additional Borrower in all of Additional Borrower’s personal and  real  property,

whether now owned or existing or hereafter acquired or arising and regardless

of where located, 




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as specified in Section 2.7 of the Loan

Agreement.  In accordance therewith and

in order to secure the prompt payment and performance of the Obligations,

Additional Borrower hereby grants to Agent, on behalf of Lenders, a continuing

security interest, lien, and mortgage in and to all of Additional Borrower’s

personal and real property, whether now owned or existing or hereafter acquired

or arising and regardless of where located, including, without limitation, (A)

Accounts, and all guaranties and security therefor, and all goods and rights

represented thereby or arising therefrom including the rights of stoppage in

transit, replevin and reclamation; (B) Inventory; (C) general intangibles

(as defined in the UCC); (D) documents (as defined in the UCC) or other

receipts covering, evidencing or representing goods; (E) instruments (as

defined in the UCC); (F) chattel paper (as defined in the UCC); (G) Equipment;

(H) Mortgaged Property; (I) investment property (as defined in the UCC)

including, without limitation, all securities (certificated and uncertificated)

security accounts, security entitlements, commodity contracts and commodity

accounts; (J) Intellectual Property; (K) all deposit accounts of Additional

Borrower maintained with any bank or financial institution; (L) all cash and

other monies and property of Additional Borrower in the possession or under the

control of Agent, any Lender or any participant; (M) all books, records, ledger

cards, files, correspondence, computer programs, tapes, disks and related data

processing software that at any time evidence or contain informa­tion relating

to any of the property described above or are otherwise necessary or helpful in

the collection thereof or realization thereon; and (N) proceeds and products of

all or any of the property described above, including, without limitation, the

proceeds of any insurance policies covering any of the above described property;

provided, however, the grant by Additional Borrower to Agent, on

behalf of the Lenders, of a continuing security interest, lien, and mortgage in

and to all right, title and interest of Additional Borrower in all of

Additional Borrower’s personal and real property is subject to the conditions

and limitations set forth in the last two sentences of Section 2.7

of the Loan Agreement.




SECTION 2.16       Restrictions on Transactions between

the Original Borrower and the Additional Borrower and the Original Borrower or

Additional Borrower and Newco. 

Notwithstanding anything to the contrary in the Loan Agreement and in

addition to other restrictions, covenants and agreements contained in the Loan

Agreement, effective immediately, each Borrower, Agent and the Lender hereby

agree as follows:




(a)           Unless otherwise consented to in

writing by Agent, requests for Loans shall be made by Original Borrower and the

proceeds of Loans shall be disbursed directly to Original Borrower; and




(b)           Unless otherwise consented to in

writing by Agent, Original Borrower shall not:




(i)            make any Loans or advances of money

to the Additional Borrower or Newco;




(ii)           inject any additional capital into

Additional Borrower or Newco;




(iii)          enter into any transaction with the

Additional Borrower, except (A) as part of the Proposed Transaction or

(B) in the ordinary course of and pursuant to the reasonable requirements

of Original Borrower’s business and upon 




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terms which are fully

disclosed to Agent and are no less favorable to Original Borrower than it would

obtain in a comparable arm’s length transaction with a Person not an Affiliate

of Original Borrower;




(iv)          enter into any transaction with Newco

except (A) as part of the Proposed Transaction or (B) distributions by Newco to

Original Borrower to the extent permitted by Section 7.5 of the

Loan Agreement;




(v)           guarantee, assume, endorse or

otherwise, in any way, become directly or contingently liable with respect to

the Indebtedness of Additional Borrower or Newco, other than the Obligations,

and other than recourse Indebtedness of Additional Borrower for which Borrower,

as the sole general partner of Additional Borrower, is obligated as a matter of

law, and other than in connection with the Proposed Transaction; or




(vi)          transfer any assets to Additional

Borrower, except (A) the Additional Borrower Contribution Property and

(B) as permitted by (b)(iii) above; and




(c)           Unless otherwise consented to in

writing by Agent, Additional Borrower shall not:




(i)            make any Loans or advances of money

to Newco;




(ii)           enter into any transaction with Newco

other than as part of the Proposed Transaction;




(iii)          guarantee, assume, endorse or

otherwise, in any way, become directly or contingently liable with respect to

the indebtedness of Newco; or




(iv)          transfer any assets to Newco  other than distributions by Additional

Borrower to Newco to the extent permitted by Section 7.5 of the

Loan Agreement.




SECTION 2.17       Addition of New Section 7.16 to the

Loan Agreement.  Effective as of the

Effective Date, a new Section 7.16 is added to the Loan Agreement to

read in its entirety as follows:




“7.16       Minimum Availability. 

Permit the Availability on any day during the period beginning on the

first date upon which the Borrower makes any prepayment on the Senior

Subordinated Note from the cash proceeds of the BTJ Sale and continuing through

the forty-fifth (45th) day after such date to at any time be less

than $7,500,000.”




SECTION 2.18       References to “Guarantor”.  Effective as of the Effective Date, all

references in the Loan Agreement to “Guarantor” shall be deemed to also be

references to BancTec Upper-Tier Holding, LLC and to BancTec Intermediate

Holding, Inc.




SECTION 2.19       Amendment Fee.  In consideration for the agreements set

forth herein, Borrower agrees to pay Agent, for Agent’s benefit and for the

benefit of Lenders, an amendment fee of $25,000, which fee shall be (i) deemed

fully earned on the date hereof, (ii) non-refundable, and (iii) due and payable

in full on the date hereof.




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ARTICLE III.


CONDITIONS PRECEDENT




 




SECTION 3.01       Condition to Effectiveness.  The effectiveness of this Amendment is

subject to the satisfaction of the following conditions precedent in a manner

and pursuant to documentation satisfactory to Agent:




(a)           The Agent shall have received all of

the following, each in form and substance satisfactory to Agent:  (i) this Amendment, duly executed by the

Original Borrower, the Additional Borrower, the Agent, and the Lenders, (ii) a

certificate of the Secretary of each Borrower acknowledging (A) that each

Borrower’s board of directors has adopted, approved, consented to and ratified

resolutions which authorize the execution, delivery and performance by each

Borrower of this Amendment, and all other Loan Documents to which each Borrower

is or is to be a party and (B) the names of the officers of each Borrower

authorized to sign this Amendment and each of the other Loan Documents to which

each Borrower is or is to be a party hereunder (including the certificates

contemplated herein), together with specimen signatures of such officers, (iii)

a guaranty from Newco guaranteeing payment of the Obligations, (iv) security

agreements from Newco whereby Newco grants Agent, for the benefit of Lenders, a

first priority Lien in all assets of Newco, including without limitation, a

first priority Lien in the partnership interest of Newco in Additional

Borrower, (v) an amended and restated pledge agreement from Original Borrower,

whereby Original Borrower grants Agent, for the benefit of Lenders, a perfected

first priority Lien in Original Borrower’s partnership interest in Additional

Borrower and capital stock in Newco, which Lien shall be in addition to the

Lien in the capital stock or equivalent ownership interest of Original Borrower

in each of its Subsidiaries previously granted by Original Borrower to Agent,

(vi) if specifically requested by Agent,a security agreement from

Additional Borrower covering the Intellectual Property of Additional Borrower,

in a form materially the same as such other intellectual property security

agreements previously executed by Original Borrower, whereby Additional

Borrower grants Agent, for the benefit of Lenders, a perfected first priority

Lien in all currently or hereafter owned Intellectual Property of Additional

Borrower, (vii) a Revolving Note in the form of Exhibit C attached

hereto, duly executed by each Borrower, (viii) satisfactory evidence of the

organization and good standing of Additional Borrower and Newco, (ix) a legal

opinion from counsel to Borrower, covering the execution of this Amendment and

the other Loan Documents executed in connection with this Amendment, the

transactions contemplated hereby, and the existence and good standing of Newco

and Additional Borrower, (x) the Consent and Ratification attached hereto, duly

executed by each existing Guarantor and by WCAS, and (xi) such additional

documents, instruments and information as the Agent may reasonably request;




(b)           The representations and warranties

contained herein and in the Loan Agreement and the Loan Documents, as each is

amended hereby, shall be true and correct in all material respects as of the

date hereof, as if made on the date hereof (except insofar as such

representations and warranties relate expressly to an earlier date);




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(c)           After

giving effect to this Amendment, no Default or Event of Default shall have

occurred and be continuing; and




(d)           All corporate and partnership and

limited liability company proceedings taken in connection with the transactions

contemplated by this Amendment and all documents, instruments and other legal

matters incident thereto, shall be satisfactory to the Agent.




ARTICLE IV.


CONSENT TO PROPOSED TRANSACTION




 




SECTION

4.01       Consent.  Subject to the satisfaction of the

conditions precedent specified in Article III of this Amendment and

the other terms, conditions, and provisions of this Amendment, each of Agent

and Lenders hereby consents to the consummation of the Proposed Transaction; provided,

however, that in addition to the satisfaction of the conditions precedent

specified above in Article III, the consent of Agent and Lenders to the

BTJ Sale, the transfer and license by Original Borrower to Additional Borrower

of the Additional Borrower Contribution Property and the Additional Borrower’s

execution of and performance under the Additional Borrower Ancillary Agreements

(collectively, the “Japanese Subsidiary Transactions”) is further

subject to the satisfaction of the following conditions precedent in a manner

and pursuant to documentation satisfactory to Agent:




(a)           Receipt by Agent of evidence

satisfactory to Agent that the Japanese Subsidiary Transactions have been

consummated consistent with the description of the Japanese Subsidiary

Transactions contained in the Recitals to this Amendment, and Agent shall have

received copies of all documents, agreements and materials executed or issued

in connection with the Japanese Subsidiary Transactions, including, without

limitation, the Purchase Agreement, all documents by which the Additional

Borrower Contribution Property is transferred or licensed to Additional

Borrower by Original Borrower, and the Additional Borrower Ancillary

Agreements, all of which documents, certificates and materials shall be in form

and substance satisfactory to Agent;




(b)           A legal opinion from counsel to

Borrower covering the Japanese Subsidiary Transactions;




(c)           The representations and warranties

contained herein and in the Loan Agreement and the Loan Documents, as each is

amended hereby, shall be true and correct in all material respects as of the

date of consummation of the Japanese Subsidiary Transactions, as if made on

such date (except insofar as such representations and warranties relate

expressly to an earlier date);




(d)           No Default or Event of Default shall

have occurred and be continuing; and




(e)           All corporate and partnership and

limited liability company proceedings taken in connection with the Japanese

Subsidiary Transactions and all documents, instruments and other legal matters

incident thereto, shall be satisfactory to the Agent.




11





























 




SECTION 4.02       Limited

Nature of Consent.  Consummation of

the Proposed Transaction in accordance with the terms, provisions and

conditions of this Amendment shall not constitute a Default or Event of Default

under the Loan Agreement or any other Loan Document.  The foregoing consent described in this Article IV is

strictly limited to the Proposed Transaction as described and limited by this

Amendment and, except as otherwise specifically provided for in this Amendment,

nothing contained herein shall be construed as a waiver by Agent or any Lender

of any covenant or provision of the Loan Agreement, the other Loan Documents,

this Amendment, or any of other contract or instrument between each Borrower

and Agent and/or any Lender or as a consent by Agent or any Lender to any other

transaction involving Borrower or any Affiliate of Borrower.  In addition, the failure of Agent or any

Lender at any time or times hereafter to require strict performance by each

Borrower of any provision thereof shall not waive, affect or diminish any right

of Agent or any Lender to thereafter demand strict compliance therewith.  The Agent and each Lender hereby reserves

all rights granted under the Loan Agreement, the other Loan Documents, this

Amendment and any other contract or instrument between any Borrower and Agent

and/or any Lender.




ARTICLE V.  RATIFICATIONS,

REPRESENTATIONS AND WARRANTIES




 




SECTION 5.01       Ratifications.  The terms and provisions set forth in this

Amendment shall modify and supersede all inconsistent terms and provisions set

forth in the Loan Agreement and the other Loan Documents, and except as

expressly modified and superseded by this Amendment, the terms and provisions

of the Loan Agreement and the other Loan Documents are ratified and confirmed

and shall continue in full force and effect. 

Borrower, Agent and Lenders agree that the Loan Agreement and the other

Loan Documents, as amended hereby, shall continue to be legal, valid, binding

and enforceable in accordance with their respective terms.




SECTION 5.02       Representations and Warranties.  Each Borrower hereby represents and warrants

to Agent and Lenders that (a) the execution, delivery and performance of

this Amendment and any and all other Loan Documents executed and/or delivered

in connection herewith have been authorized by all requisite corporate and

partnership action on the part of each Borrower and will not violate the

Certificate of Incorporation or Bylaws of Original Borrower or the Certificate

of Limited Partnership or limited partnership agreement of Additional Borrower;

(b) the representations and warranties contained in the Loan Agreement, as

amended hereby, and any other Loan Document are true and correct on and as of

the date hereof and on and as of the date of execution hereof as though made on

and as of each such date; (c) no Event of Default or Default under the

Loan Agreement has occurred and is continuing, unless such Event of Default or

Default has been, or by the terms of this Amendment is, specifically waived in

writing by Lenders; (d) until the effective date of the Blocked Account

Control Agreement entered into as of November 27, 2002, to be effective as of

January 1, 2003, by and among BTC International Holdings, Inc., Agent and

JPMorgan Chase Bank, the proceeds of the BTJ Sale deposited into Deposit

Account No. 323414192 maintained at JPMorgan Chase Bank will be the only

amounts deposited into such account and no Borrower, nor any Affiliate of any

Borrower will make any other deposits to such account before such effective

date and (e) each Borrower is in full compliance with all covenants and

agreements contained in the Loan Agreement and the other Loan Documents, as

amended hereby.




12





























 




ARTICLE VI.  MISCELLANEOUS

PROVISIONS




 




SECTION 6.01       Survival of Representations and

Warranties.  All representations and

warranties made in the Loan Agreement or any other Loan Document, including,

without limitation, any document furnished in connection with this Amendment,

shall survive the execution and delivery of this Amendment and the other Loan

Documents, and no investigation by Agent or any Lender nor any closing shall

affect the representations and warranties or the right of Agent or any Lender

to rely upon them.




SECTION 6.02       Reference to Loan Agreement.  Each of the Loan Documents, including the

Loan Agreement and any and all other agreements, documents or instruments now

or hereafter executed and delivered pursuant to the terms hereof or pursuant to

the terms of the Loan Agreement, as amended hereby, are hereby amended so that

any reference in such Loan Documents to the Loan Agreement shall mean a reference

to the Loan Agreement, as amended hereby.




SECTION 6.03       Expenses of Agent.  As provided in the Loan Agreement, each

Borrower agrees to promptly pay all fees, costs and expenses incurred by Agent

(including attorneys’ fees and expenses, the allocated cash of Agent’s internal

legal staff and fees of environmental consultants, accountants and other

professionals retained by Agent) incurred in connection with the review,

negotiation, preparation, documentation and execution of this Amendment.




SECTION 6.04       Severability.  Any provision of this Amendment held by a

court of competent jurisdiction to be invalid or unenforceable shall not impair

or invalidate the remainder of this Amendment and the effect thereof shall be

confined to the provision so held to be invalid or unenforceable.




SECTION 6.05       Successors and Assigns.  This Amendment is binding upon and shall

inure to the benefit of Agent and Lenders and each Borrower and their

respective successors and assigns, except no Borrower may assign or transfer

any of its rights or obligations hereunder without the prior written consent of

Agent and Lenders.




SECTION 6.06       Counterparts.  This Amendment may be executed in one or

more counterparts, each of which when so executed shall be deemed to be an

original, but all of which when taken together shall constitute one and the

same instrument.




SECTION 6.07       Effect of Waiver.  No consent or waiver, express or implied, by

Agent or any Lender to or for any breach of or deviation from any covenant or

condition by Borrower shall be deemed a consent to or waiver of any other

breach of the same or any other covenant, condition or duty.




SECTION

6.08       Headings.  The headings, captions, and arrangements

used in this Amendment are for convenience only and shall not affect the

interpretation of this Amendment.




SECTION 6.09       APPLICABLE LAW. 

THIS AMENDMENT AND ALL OTHER LOAN DOCUMENTS EXECUTED PURSUANT HERETO

SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE IN AND SHALL BE 




13





























 




GOVERNED

BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.




SECTION

6.10       FINAL AGREEMENT.  THE LOAN DOCUMENTS, AS AMENDED HEREBY,

REPRESENT THE ENTIRE EXPRESSION OF THE PARTIES WITH RESPECT TO THE SUBJECT

MATTER HEREOF ON THE DATE THIS AMENDMENT IS EXECUTED.  THE LOAN DOCUMENTS, AS AMENDED HEREBY, MAY NOT BE CONTRADICTED BY

EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE

PARTIES.  THERE ARE NO UNWRITTEN

AGREEMENTS BETWEEN THE PARTIES.  NO

MODIFICATION, RESCISSION, WAIVER, RELEASE OR AMENDMENT OF ANY PROVISION OF THIS

AMENDMENT SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENT SIGNED BY EACH BORROWER,

LENDERS AND AGENT.




[REMAINDER OF

THIS PAGE INTENTIONALLY LEFT BLANK]




 




 




14





























 




                IN WITNESS WHEREOF, this

Amendment has been executed and is effective as of the Effective Date.




 




	

   


  	

  BANCTEC, INC.


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Name:


  	

  Brian

  R. Stone


  
	

   


  	

  Title:


  	

  Chief

  Financial Officer


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  BTI TECHNOLOGIES,

  L.P.


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  BANCTEC, INC.,

  its General Partner


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

  Name:


  	

  Brian

  R. Stone


  
	

   


  	

   


  	

  Title:


  	

  Chief

  Financial Officer


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  HELLER FINANCIAL,

  INC.,


  
	

   


  	

  as

  Agent and Sole Lender


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Name:


  	

   


  
	

   


  	

  Title:


  	

   


  





 




 





























 




CONSENT AND RATIFICATION




 




                Each of the undersigned hereby

consents to the terms of the within and foregoing Amendment, confirms and

ratifies the terms of its guaranty agreement relating to the Obligations and of

each Loan Document it has executed in connection with the Obligations

(collectively, the “Loan Documents”), agrees that each of the Loan

Documents to which it is a party shall hereafter be deemed to cover the

Obligations of Additional Borrower as well as of Original Borrower, and

acknowledges that the Loan Documents to which it is a party are in full force

and effect and ratifies the same, that it has no defense, counterclaim, set–off

or any other claim to diminish its liability under such Loan Documents, that

its consent is not required to the effectiveness of the within and foregoing

Amendment, and that no consent by it is required for the effectiveness of any

future amendment, modification, forbearance or other action with respect to the

Loans, the collateral securing the Obligations, or any of the other Loan

Documents.




 




	

   


  	

  WELSH,

  CARSON, ANDERSON & STOWE VIII, L.P.,


  a

  Delaware limited partnership


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  WCAS

  VIII ASSOCIATES, L.L.C., its General Partner


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

  Name:


  	

   


  
	

   


  	

   


  	

  Title:


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  BTC

  INTERNATIONAL HOLDINGS, INC.


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Name:


  	

  Brian

  R. Stone


  
	

   


  	

  Title:


  	

  Chief

  Financial Officer


  
	

   


  	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  BANCTEC

  (PUERTO RICO), INC.


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Name:


  	

   


  
	

   


  	

  Title:


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  BANCTEC

  UPPER-TIER HOLDING, LLC


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Name:


  	

   


  
	

   


  	

  Title:


  	

   


  
	

   


  	

   


  
	

   


  	

   


  





 




 





























 




	

   


  	

  BANCTEC

  INTERMEDIATE HOLDING, INC.


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Name:


  	

   


  
	

   


  	

  Title:


  	

   


  





 




 





























 




SCHEDULE I




 




Original Borrower

Transfer Agreements




 




 




1.               Property

Transfer Agreement, dated November 27, 2002, executed by Original

Borrower, in favor of Additional Borrower.




 




2.               Hardware

Agreement, dated November 27, 2002, executed by Original Borrower and

Additional Borrower.




 




3.               Master

Know-How Agreement, dated November 27, 2002, executed by Original Borrower and

Additional Borrower.




 




4.               Trademark

License Agreement, dated November 27, 2002, executed by Original Borrower and

Additional Borrower.




 




5.               Software

Agreement, dated November 27, 2002, executed by Original Borrower and Additional

Borrower.




 




 





























 




SCHEDULE II




 




Additional Borrower

Ancillary Agreements




 




1.               Master

Know-How Agreement, dated November 27, 2002, executed by Additional

Borrower and BTJ.




 




2.               Software

Reseller Agreement, dated November 27, 2002, executed by Additional

Borrower and BTJ.




 




3.               Agreement

for Purchase of Spare Parts Products, dated November 27, 2002,

executed by Additional Borrower and BTJ.




 




4.               Trademark

License Agreement, dated November 27, 2002, executed by Additional

Borrower and BTJ.