**Exhibit 10.17**

 

500 West Monroe Street

Chicago, Illinois 60661

312-441-7000

Fax:  312-441-7367

 

 

August 9,2004

 

 

Via Facsimile (972) 579-6448

 

 

BANCTEC, INC.BTI TECHNOLOGIES, L.P.2701 East Grauwyler RoadBuilding #3Irving, Texas 75061Attention: Chief Financial Officer

 

Re:          **LOAN AND SECURITY AGREEMENT - WAIVER AND CONSENT**

 

Ladies and Gentleman:

 

Reference is hereby madeto that certain Loan and Security Agreement by and among BANCTEC, INC., aDelaware corporation (“BancTec”), the financial institution(s) listed onthe signature pages hereof, and their respective successors and EligibleAssignees (“Lender”) and HELLER FINANCIAL, INC., a Delaware corporation(“Agent”), as Agent for the Lender, dated as of May 30, 2001, (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.  BancTec and BTI Technologies L.P., a Texaslimited partnership, are the current “Borrowers” under the Loan Agreement andare hereinafter individually and collectively referred to as “Borrower.”

 

Borrower has requested (i) permissionfrom Agent and Lender to consummate the following transactions (collectively,the “Transactions”):  (A) creationof a new, wholly owned Subsidiary of BancTec Service Europe B.V., BancTecService Belgium SPRL, an entity organized under the laws of Belgium (“BSB”)(the “New Subsidiary Transaction”), and (B) consummation of thatcertain Stock Purchase and Sale Agreement, dated on or about the date hereof,by and between BancTec, as seller, and Inversiones Y Asesorias ProfesionalesZegers & Echavarri LTDA, as purchaser (the “Purchaser”),pursuant to which BancTec has agreed to sell 521 shares of Servibanca S.A.owned by BancTec to Purchaser for a total purchase price of 1,884,000,083Chilean Pesos (the “Stock Purchase Transaction”), (ii) that theAgent and Lender waive the covenants embodied in Section 7.6 and 7.11of the Loan Agreement to the extent that such covenants would be deemedviolated solely due to the consummation of the New Subsidiary Transaction, (iii) thatthe Agent and Lender waive the covenant embodied in Section 7.3 ofthe Loan Agreement to the extent that such covenant would be deemed violatedsolely due to the consummation of the Stock Purchase Transaction.

 

Subject to the terms,conditions and provisions of this letter, each of Lender and Agent hereby (i) consentsto the consummation of the Transactions, (ii) waives the covenantsembodied in Sections 7.6 and 7.11 of the Loan Agreement to theextent such covenants would be deemed violated solely due

 

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to theconsummation of the New Subsidiary Transaction and (iii) waives thecovenant embodied in Section 7.3 to the extent that such covenantwould be deemed violated solely due to the consummation of the Stock PurchaseTransaction.  Notwithstanding theforegoing Lender’s and Agent’s consent, waiver and agreement herein is subjectto the satisfaction of the following conditions:

 

i.              Agentshall have received a copy of this letter agreement duly and validly executedby Borrower;

 

ii.             Agentshall have received a copy of the organizational documents of BSB and alldocumentation executed and issued in connection with the New SubsidiaryTransaction;

 

iii.            Agentshall have received a Pledge Amendment duly executed by BSE in favor of Agent,for the benefit of Lender, whereby BSE amends that certain Stock PledgeAgreement dated April 15, 2004, executed by BSB and Agent, for the benefitof Lender, in order to pledge to Agent, for the benefit of Lender, 65% of theissued and outstanding capital stock of BSB, together with duly executed stockpowers and originals of the relevant stock certificates of BSB, all suchagreements to be in form and substance satisfactory to Agent;

 

iv.            Agentshall have received a fully executed copy of the documents executed inconnection with the Stock Purchase Transaction; and

 

v.             suchother items as Agent shall reasonably request.

 

Borrower is herebynotified that irrespective of (i) any waivers previously granted by Agentor 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.

 

The consent, waiver andagreement detailed herein are strictly limited to the Transactions describedabove and to the Sections of the Loan Agreement described above.

 

Except as expresslyprovided above, nothing contained in this letter or any other communicationbetween Agent and/or Lender and Borrower shall be a waiver of any past, presentor future violation, default or Event of Default of Borrower under the LoanAgreement or any Loan Documents. Similarly, each of Agent and Lender hereby expressly reserves 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 theLoan Agreement 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 or Lender under the Loan Agreement orany Loan Documents or any other contract or instrument.  Nothing in this letter shall be construed tobe a consent by Agent or Lender to any prior, existing or future violations ofthe Loan Agreement or any Loan Document or to any other transaction involvingBorrower.

 

Borrower, Agent andLender hereby agrees that effective as of the date hereof:

 

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# **(i)**            Schedule 4.1Bto the Loan Agreement (Capitalization) is hereby deleted in its entirety andreplaced with Schedule 4.1B attached hereto;

# ** **

# **(ii)**           Schedule 4.6to the Loan Agreement (Names and Locations) is hereby deleted in its entiretyand replaced with Schedule 4.6 attached hereto; and

# ** **

# **(iii)**         Schedule 7.11to the Loan Agreement (Subsidiaries) is hereby deleted in its entirety andreplaced with Schedule 7.11 attached hereto.

# ** **

[Remainder of Page Intentionally LeftBlank]

 

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Please acknowledge youragreement to the terms and conditions of this letter by executing it in thespace 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:                                 |       |   |
|                                   |       |
| ** **                             |       |
| **BTI TECNOLOGIES, L.P.**              |       |
|                                   |       |
|                                   |       |
| By: BANCTEC, INC., its General Partner |       |
|                                   |       |
|                                   |       |
|                                   | By:        |   |   |
|                                   | Name:      |   |   |
|                                   | Title:     |   |   |
|                                        |            |  |  |  |  |  |  |  |

 

cc:           Via Facsimile (213) 620-1398Sheppard, Mullin, Richter & Hampton LLPForty-Eight Floor, 333 South Hope StreetLos Angeles, California  90071-1448Attn:  James J. Slaby, Esq.

 

Via Facsimile(312) 441-6876Heller Financial, Inc.500 West MonroeChicago, Illinois  60661Attn:  Legal Services/HCF- BancTec, Inc.

 

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