**Exhibit 10.9**

 

500 West Monroe Street

Chicago, Illinois 60661

312-441-7000

Fax: 312-441-7367

**[HellerFinancial Logo]**

 

 

December 31, 2001

 

 

Via Facsimile (972) 579-6448

 

 

BANCTEC, INC.

2701 East Grauwyler Road

Building #3

Irving, Texas 75061

Attention: Chief Financial Officer

 

Re:LOAN AND SECURITY AGREEMENT—WAIVER AND CONSENT RELATING TO BTC INTERNATIONALHOLDINGS TRANSACTION

 

Ladies and Gentleman:

 

                Referenceis hereby made to that certain Loan and Security Agreement by and amongBANCTEC, INC., a Delaware corporation, (“Borrower’’), the financial institution(s) listed on thesignature pages hereof, and their respective successors and Eligible Assignees(“Lender”) and HELLERFINANCIAL, INC., a Delaware corporation (“Agent”), as Agent for the Lender, dated as of May 30,2001, as amended by that certain First Amendment to Loan and Security Agreementdated as of November 8, 2001, executed by Borrower, Lender and Agent (asamended or otherwise modified in writing, the “Loan Agreement”). Unless otherwise indicated, all terms usedherein shall have the same meanings as in the Loan Agreement.

 

                Borrowerhas requested (i) permission from Agent and Lender to consummate the followingtransactions (the “Transactions”):creation of a new, wholly owned Subsidiary, BTC International Holdings, Inc. (“BTC International”), to beorganized in the state of Delaware and contribution by Borrower to BTCInternational of the capital stock of BancTec (Canada), Inc., BancTec Limited,Plexus Europe Limited, BancTec Japan, Inc., and BancTec Holding N.V. (the “Foreign Subsidiaries”) to BTCInternational, (ii) that the Agent and Lender waive the covenants embodied in Sections 7.3, 7.6 and 7.11 of the Loan Agreement to theextent that such covenants would be deemed violated solely due to the consummationof the Transactions and (iii) that the Agent and Lender waive the covenantembodied in Section 5.15 ofthe Loan Agreement to the extent that such covenant requires Borrower todeliver the stock certificate of BancTec Holding N.V.

 

 

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                Subjectto the terms, conditions and provisions of this letter, each of Lender andAgent hereby (i) consents to the consummation of the Transactions, (ii) waivesthe covenants embodied in Sections7.3, 7.6 and 7.11 of the Loan Agreement to theextent such covenants would be deemed violated solely due to the consummationof the Transactions and (iii) waives the covenant embodied in Section 5.15 to the extent thatsuch covenant requires the Borrower to deliver the stock certificate of BancTecHolding N.V. Notwithstanding the foregoing Lender’s and Agent’s consent, waiverand agreement herein is subject to the satisfaction of the followingconditions:

 

i.                  Agent shallhave received a copy of this letter agreement duly and validly executed byBorrower;

 

ii.               Agent shallhave received a copy of the Capital Contribution Agreements, dated as ofDecember 31, 2001 and January 31, 2002, by and between Borrower and BTCInternational and all documentation executed and issued in connection with theTransactions;

 

iii.            Agent shallhave received (A) an Amended and Restated Pledge Agreement executed byBorrower, in favor of Agent, for the benefit of Lender, whereby Borrowerpledges all the issued and outstanding capital stock of BTC International,together with duly executed stock powers and all original stock certificates,(B) a Pledge Agreement and Pledge Amendment executed by BTC International, infavor of Agent, for the benefit of Lender, whereby Borrower pledges 65% of theissued and outstanding capital stock of each Foreign Subsidiary, together withduly executed stock powers and originals of the relevant stock certificates, ifapplicable, (C) a Guaranty Agreement executed by BTC International in favor ofAgent and Lender, whereby BTC International guarantees payment of theObligations, and (D) a Security Agreement executed by BTC International, infavor of Agent, for the benefit of Lender, whereby BTC International grants afirst priority lien in such assets of BTC International as shall be required byAgent, together with such executed UCC-1 Financing Statements as shall berequired by Agent, all such agreements to be in form and substance satisfactoryto Agent;

 

iv.           Agent shallhave received, no later than January 31, 2002, a legal opinion from Borrower’slegal counsel in connection with the Transaction; and

 

v.              such otheritems as Agent shall reasonably request by January 31, 2002.

 

                Borrowerhereby represents and warrants that no stock certificate was issued to Borrowerevidencing all of the outstanding capital stock of BancTec Holding N.V. underDutch law. Borrower hereby agrees that if at anytime such stock certificate isissued to BTC International pursuant to Dutch law, Borrower will cause BTCInternational to deliver the stock certificate to Agent within ten days of suchissuance, together with a stock power duly executed in blank by BTCInternational. Borrower further agrees to cause BTC International to take allsteps necessary under Dutch law to effectuate in favor of Agent a valid andfirst priority lien in 65% of the capital stock of BancTec Holding N.V.

 

 

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                Borroweris hereby notified that irrespective of (i) any waivers previously granted byAgent or Lender regarding the Loan Agreement and the Loan Documents, (ii) anyprevious failures or delays of Agent or Lender in exercising any right, poweror privilege under the Loan Agreement or the Loan Documents, or (iii) anyprevious failures or delays of Agent or Lender in the monitoring or in therequiring of compliance by Borrower with the duties, obligations, andagreements of Borrower in the Loan Agreement and the Loan Documents, hereafterBorrower will be expected to comply strictly with its duties, obligations andagreements under the Loan Agreement and the Loan Documents.

 

                Theconsent, waiver and agreement detailed herein are strictly limited to theTransactions described above and to the Sections of the Loan Agreementdescribed above.

 

                Exceptas expressly provided above, nothing contained in this letter or any othercommunication between Agent and/or Lender and Borrower shall be a waiver of anypast, present or future violation, default or Event of Default of Borrowerunder the Loan Agreement or any Loan Documents.  Similarly, each of Agent and Lender hereby expressly reserve anyrights, privileges and remedies under the Loan Agreement and each Loan Documentthat Agent or Lender may have with respect to each violation, default or Eventof Default, and any failure by Agent or Lender to exercise any right, privilegeor remedy as a result of the violation set forth above shall not directly orindirectly in any way whatsoever either (i) impair, prejudice or otherwiseadversely affect the rights of Agent or Lender, except as set forth herein, atany time to exercise any right, privilege or remedy in connection with the LoanAgreement or any Loan Documents, (ii) amend or alter any provision of the LoanAgreement or any Loan Documents or any other contract or instrument, or (iii) constituteany course of dealing or other basis for altering any obligation of Borrower orany rights, privilege or remedy of Agent under the Loan Agreement or any LoanDocuments or any other contract or instrument. Nothing in this letter shall be construed to be a consent by Agent orLender to any prior, existing or future violations of the Loan Agreement or anyLoan Document or to any other transaction involving Borrower.

 

[Remainderof Page Intentionally Left Blank]

 

 

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                Pleaseacknowledge your agreement to the terms and conditions of this letter byexecuting it in the space below and returning it to the undersigned.

 
|                    |                                              |   |   | Very truly yours,                            |                      |   |
|-------------------------|---------------------------------------------------|--------|--------|----------------------------------------------|---------------------------|--------|
|                    |                                              |   |   |                                         |                      |   |
|                    |                                              |   |   |                                         |                      |   |
|                    |                                              |   |   | HELLER FINANCIAL, INC.,  as Agent and Lender |
|                    |                                              |   |   |                                         |                      |
|                    |                                              |   |   | By:                                          | /s/ Elizabeth Geannopulos |
|                    |                                              |   |   | Name:                                        | Elizabeth Geannopulos     |
|                    |                                              |   |   | Title:                                       | Senior Vice President     |
|                    |                                              |   |   |                                         |                      |   |
| AGREED TO AND ACCEPTED: |                                              |   |   |                                         |
|                    |                                              |   |   |                                         |                      |   |
| **BANCTEC,  INC.**      |                                              |   |   |                                         |                      |   |
|                    |                                              |   |   |                                         |                      |   |
| By:                     | /s/ Brian R. Stone                                |   |   |                                         |                      |
| Name:                   | Brian R. Stone                                    |   |   |                                         |                      |
| Title:                  | Chief Financial Officer                           |   |   |                                         |                      |
|                    |                                              |   |   |                                         |                      |
| 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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