**Exhibit 10.11**

 

**THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT**

**THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT** (hereinafter, this “Third Amendment”)is executed this 30th day of July, 2002, by and among BANCTEC, INC., a Delawarecorporation, (“Borrower”), the financial institution(s) listed on thesignature pages hereof, and their respective successors and Eligible Assignees(each individually as “Lender” and collectively “Lenders”) andHELLER FINANCIAL, INC., a Delaware corporation, in its capacity as Agent forthe Lenders (“Agent”), to be effective as of the  date hereinafter specified.

**RECITALS**

**WHEREAS**, Borrower, Agent and Lenders are parties to that certain Loan andSecurity Agreement, dated as of May 30, 2001, as thereafter amended byBorrower, Lenders and Agent on November 8, 2001, and February 5, 2002 (as soamended, the “Loan Agreement”); and

**WHEREAS**, Borrower, Agent and Lenders desire to amend the Loan Agreement in themanner, and subject to the terms and conditions, provided below.

**NOW, THEREFORE,** in consideration of the premises herein contained andother good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties, intending to be legally bound, agree asfollows:

# **ARTICLE I.**Definitions

## **1.01.      **Capitalized terms used in this ThirdAmendment, to the extent not otherwise defined herein, shall have the samemeaning as in the Loan Agreement, as amended hereby.

# **ARTICLE II.**Amendments to Loan Agreement; Other Agreements

## **2.01.       Amendmentto Paragraph B of Financial Covenants Rider to the Loan Agreement.** Effective as of March 31, 2002, Paragraph B of theFinancial Covenants Rider to the Loan Agreement is amended and restated to readin its entirety as follows:

“B.          Fixed Charge Coverage Ratio.  Borrower shall not permit its Fixed ChargeCoverage Ratio for the time period ending on the last day of each month setforth below to be less than the ratio set forth below:
| **Time Period** |                                                                                                                                        | **Ratio** |
|-----------------|---------------------------------------------------------------------------------------------------------------------------------------------|-----------|
| (i)             | Six month period ending  on September 30, 2001                                                                                         |      | (i) | 1.10 to 1.00 |
|            |                                                                                                                                        |      |   |   |
| (ii)            | Nine month period  ending on December 31, 2001                                                                                         |      | (ii) | 1.10 to 100 |
|            |                                                                                                                                        |      |   |   |
| (iii)           | Twelve month period  ending respectively on March 31, 2002, June 30, 2002, and  September 30, 2002                           |      | (iii) | 1.00 to 1.00 |
|            |                                                                                                                                        |      |   |   |
| (iv)            | Twelve month period  ending respectively on each thereafter occurring December 31,  March 31, June 30, and September 30 |      | (iv) | 1.25 to 1.00” |

## ** **

 

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## **2.02.       Amendmentto Paragraph C of Financial Covenants Rider to Loan Agreement.** Effective as of the date hereof, Paragraph C of theFinancial Covenants Rider to the Loan Agreement is amended and restated to readin its entirety as follows:

“C.          Daily Availability.  Borrower shall not permit at the end of anyday its Availability to be less than $4,000,000.”

## **2.03.       AmendmentFee.**  In consideration for the agreements setforth herein, Borrower agrees to pay Agent, for Agent’s benefit and for thebenefit of Lenders, an amendment fee of $75,000, which fee shall be(i) deemed fully earned on the date hereof, (ii) non-refundable, and(iii) be due and payable in full on the date hereof.

# **ARTICLE III.**Conditions Precedent

## **3.01.       Conditionsto Effectiveness.**  Notwithstanding anything herein to thecontrary, the effectiveness of this Third Amendment is subject to thesatisfaction of the following conditions precedent, unless specifically waivedin writing by Agent, and this Third Amendment shall become effective upon thesatisfaction (or waiver) of the last of the following conditions precedent:

### (a)           Agentshall have received, in form and substance satisfactory to Agent and dulyexecuted by Borrower, (i) this Third Amendment and (ii) suchadditional documents, instruments and information as Agent or its legalcounsel, Patton Boggs LLP, may reasonably request;

### (b)           Allcorporate proceedings taken in connection with the transactions contemplated bythis Third Amendment and the agreements described in clause (a)above and all documents, instruments and other legal matters incident theretoshall be reasonably satisfactory to Agent and its legal counsel, Patton BoggsLLP;

### (c)           Agentshall have received, whether in cash or in immediately available funds, paymentof the amendment fee provided for in Section 2.03 of this ThirdAmendment; and

### (d)           Agentshall have received the annual financial statements described in Paragraph Cof the Reporting Rider to the Loan Agreement for the 2001 Fiscal Year.

 

 

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# **ARTICLE IV.**Limited Waiver

## **4.01.      **Upon the effectiveness of this ThirdAmendment, as determined under Article III of this Third Amendment,Agent and Lenders waive any Default and any Event of Default existing from thefailure by Borrower to comply with the requirement of Paragraph Cof the Reporting Rider to the Loan Agreement that Borrower deliver to Agent andLenders within 105 days after the end of the 2001 Fiscal Year the financialstatements described in such Paragraph C.  There are no other waivers granted by Agent and Lenders relatingto the Loan Agreement, except the waiver specifically set forth above.  The above waiver is effective only in thespecific instance and for the purpose for which given.  Except as otherwise set forth in this Section 4.01,nothing contained herein shall be construed as a waiver by Agent or any Lenderof any covenant or provision of the Loan Agreement, the other Loan Documents,this Third Amendment, or of any other contract or instrument between Borrower,Agent and/or any Lender, and Agent’s or any Lender’s failure at any time ortimes hereafter to require strict performance by Borrower of any provisionthereof shall not waive, affect or diminish any right of Agent and/or anyLender to thereafter demand strict compliance therewith.  Agent and Lenders hereby reserve all rightsgranted under the Loan Agreement, the other Loan Documents, this ThirdAmendment and any other contract or instrument between Borrower, Agent and/orany Lender.

# **ARTICLE V.**Ratifications, Representations and Warranties

## **5.01.       Ratifications**. The terms and provisions set forth in this Third Amendment shall modifyand supersede all inconsistent terms and provisions set forth in the LoanAgreement and the other Loan Documents, and except as expressly modified andsuperseded by this Third Amendment, the terms and provisions of the LoanAgreement and the other Loan Documents are ratified and confirmed and shallcontinue in full force and effect. Borrower, Agent and Lenders agree that the Loan Agreement and the otherLoan Documents, as amended hereby, shall continue to be legal, valid, bindingand enforceable in accordance with their respective terms.

## **5.02.       Representations and Warranties**. Borrower hereby represents and warrants to Agent and Lenders that(a) the execution, delivery and performance of this Third Amendment andany and all other Loan Documents executed and/or delivered in connectionherewith have been authorized by all requisite corporate action on the part ofBorrower and will not violate the Certificate of Incorporation or Bylaws ofBorrower; (b) the representations and warranties contained in the LoanAgreement, as amended hereby, and any other Loan Document are true and correcton and as of the date hereof and on and as of the date of execution hereof asthough made on and as of each such date; (c) no Event of Default orDefault under the Loan Agreement has occurred and is continuing, unless suchEvent of Default or Default has been, or by the terms of this Third Amendmentis, specifically waived in writing by Lenders; and (d) Borrower is in fullcompliance with all covenants and agreements contained in the Loan Agreementand the other Loan Documents, as amended hereby.

 

 

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# **ARTICLE VI.**Miscellaneous Provisions

## **6.01.       Survivalof Representations and Warranties**.  Allrepresentations and warranties made in the Loan Agreement or any other LoanDocument, including, without limitation, any document furnished in connectionwith this Third Amendment, shall survive the execution and delivery of thisThird Amendment and the other Loan Documents, and no investigation by Agent orany Lender nor any closing shall affect the representations and warranties orthe right of Agent or any Lender to rely upon them.

## **6.02.       Referenceto Loan Agreement**.  Each of the Loan Documents, including theLoan Agreement and any and all other agreements, documents or instruments nowor hereafter executed and delivered pursuant to the terms hereof or pursuant tothe terms of the Loan Agreement, as amended hereby, are hereby amended so thatany reference in such Loan Documents to the Loan Agreement shall mean areference to the Loan Agreement, as amended hereby.

## **6.03.       Expensesof Agent**.  As provided in the Loan Agreement, Borroweragrees to promptly pay all fees, costs and expenses incurred by Agent(including attorneys’ fees and expenses, the allocated cash of Agent’s internallegal staff and fees of environmental consultants, accountants and otherprofessionals retained by Agent) incurred in connection with the review,negotiation, preparation, documentation and execution of this Third Amendment.

## **6.04.       Severability**. Any provision of this Third Amendment held by a court of competentjurisdiction to be invalid or unenforceable shall not impair or invalidate theremainder of this Third Amendment and the effect thereof shall be confined to theprovision so held to be invalid or unenforceable.

## **6.05.       Successorsand Assigns**.  This Third Amendment is binding upon andshall inure to the benefit of Agent and Lenders and Borrower and theirrespective successors and assigns, except Borrower may not assign or transferany of its rights or obligations hereunder without the prior written consent ofAgent and Lenders.

## **6.06.       Counterparts**. This Third Amendment may be executed in one or more counterparts, eachof which when so executed shall be deemed to be an original, but all of whichwhen taken together shall constitute one and the same instrument.

## **6.07.       Effectof Waiver**.  No consent or waiver, express or implied, byAgent or any Lender to or for any breach of or deviation from any covenant orcondition by Borrower shall be deemed a consent to or waiver of any otherbreach of the same or any other covenant, condition or duty.

## **6.08.       Headings**. The headings, captions, and arrangements used in this Third Amendmentare for convenience only and shall not affect the interpretation of this ThirdAmendment.

## **6.09.       Applicable Law.  THIS THIRD AMENDMENT AND ALL OTHER LOAN DOCUMENTS EXECUTEDPURSUANT HERETO SHALL BE DEEMED TO HAVE**

 

 

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## **BEEN MADE AND TO BE PERFORMABLE INAND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATEOF ILLINOIS.**

## **6.10.       FinalAgreement.  THE LOAN DOCUMENTS, ASAMENDED HEREBY, REPRESENT THE ENTIRE EXPRESSION OF THE PARTIES WITH RESPECT TOTHE SUBJECT MATTER HEREOF ON THE DATE THIS THIRD AMENDMENT IS EXECUTED.  THE LOAN DOCUMENTS, AS AMENDED HEREBY, MAYNOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORALAGREEMENTS OF THE PARTIES.  THERE ARE NOUNWRITTEN AGREEMENTS BETWEEN THE PARTIES. NO MODIFICATION, RESCISSION, WAIVER, RELEASE OR AMENDMENT OF ANYPROVISION OF THIS THIRD AMENDMENT SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENTSIGNED BY BORROWER, LENDERS AND AGENT.**

 

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IN WITNESS WHEREOF, thisThird Amendment to Loan and Security Agreement has been duly executed as of thedate first written above.
|                        |                  |   | **BANCTEC, INC.,** |
|-----------------------------|-----------------------|--------|--------------------|
|                        |                  |   | as Borrower        |
|                        |                  |   |               |   |
|                        |                  |   |               |   |
|                        |                  |   | By:                | /s/ Brian R.  Stone |
|                        |                  |   | Name:              | Brian R. Stone |
|                        |                  |   | Title:             | Chief Financial  Officer |
| **HELLER FINANCIAL, INC.,** |                  |   |               |
| as Agent and as a Lender    |                  |   |               |
|                        |                  |   |               |   |
|                        |                  |   |               |   |
| By:                         | /s/ Linda Tuttle      |   |               |   |
| Name:                       | Linda Tuttle          |   |               |   |
| Title:                      | Senior Vice President |   |               |   |

 

 

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