Exhibit
10.18


 


FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT


 


THIS FIRST
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter,
this “Amendment”) is executed as of March 28, 2008, by and among
BANCTEC, INC., a Delaware corporation (“Borrower”), the other Credit
Parties signatory thereto, the financial institutions party thereto as Lenders,
and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, in its
capacity as Agent for the Lenders (“Agent”).


 


RECITALS


 


WHEREAS, Borrower, Credit
Parties, Agent and Lenders are parties to that certain Amended and Restated
Credit Agreement, dated as of February 7, 2008 (as amended, supplemented
or otherwise modified, the “Credit Agreement”); and


 


WHEREAS, Borrower, Credit
Parties, Agent and Lenders desire to amend the Credit Agreement, in each case,
in the manner, and subject to the terms and conditions, provided below.


 


NOW,
THEREFORE, in consideration of the premises herein contained
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties, intending to be legally bound, agree as
follows:


 


ARTICLE I


DEFINITIONS


 


1.01        Capitalized
terms used in this Amendment, to the extent not otherwise defined herein, shall
have the same meaning as in the Credit Agreement, as amended hereby.


 


ARTICLE II


AMENDMENTS TO CREDIT AGREEMENT; OTHER AGREEMENTS


 


2.01        Amendment to
Section 1.9(b)(ii).  Effective as of
the Effective Date, Section 1.9(b)(ii) of the Credit Agreement
is hereby amended and restated to read in its entirety to read as follows:


 


“(ii)         the sum of (x) the average daily balance of all
Revolving Loans (including Swing Loans) outstanding plus (y) the average
daily amount of Letter of Credit Obligations, in each case, during the
preceding month.”


 


2.02        Amendment to
Section 1.10(b). 
Effective as of the Effective Date, Section 1.10(b) of
the Credit Agreement is hereby amended and restated to read in its entirety to
read as follows:


 


“(b)         Subject to the provisions set forth in the definition of “Interest
Period” herein, if any payment hereunder shall be stated to be due on a day
other than a Business Day, such payment shall be made on the next succeeding
Business Day, and such extension of time shall in such case be excluded in the
computation of interest or fees for the month then ended, as the case may be,
and shall be payable in the subsequent month.”


 

















 


ARTICLE III


CONDITIONS PRECEDENT


 


3.01        Conditions
to Effectiveness. 
Notwithstanding anything herein to the contrary, the effectiveness of
this Amendment is subject to the satisfaction of the following conditions
precedent, unless specifically waived in writing by Agent (the date of
satisfaction of such conditions being the “Effective Date”):


 


(a)           Agent shall have received, in form and substance satisfactory
to Agent and duly executed by each party thereto:


 


(i)            this Amendment, and


 


(ii)           such additional documents, instruments and information as
Agent or its legal counsel, Patton Boggs LLP, may request; and


 


(b)           All corporate proceedings taken in connection with the
transactions contemplated by this Amendment and the agreements described in clause (a) above
and all documents, instruments and other legal matters incident thereto shall
be satisfactory to Agent and its legal counsel, Patton Boggs LLP.


 


ARTICLE IV


NO WAIVER


 


4.01        Nothing
contained herein shall be construed as a waiver by Agent or any Lender of any
covenant or provision of the Credit Agreement, the other Loan Documents, this
Amendment, or of any other contract or instrument between Borrower, any Credit
Party, Agent and/or any Lender, and Agent’s or any Lender’s failure at any time
or times hereafter to require strict performance by Borrower or any Credit
Party of any provision thereof shall not waive, affect or diminish any right of
Agent and/or any Lender to thereafter demand strict compliance therewith.  Agent and Lenders hereby reserve all rights
granted under the Credit Agreement, the other Loan Documents, this Amendment
and any other contract or instrument between Borrower, any Credit Party, Agent
and/or any Lender.


 


ARTICLE V


RATIFICATIONS, REPRESENTATIONS AND WARRANTIES


 


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 Credit Agreement and the other Loan Documents, and except as
expressly modified and superseded by this Amendment, the terms and provisions
of the Credit Agreement and the other Loan Documents are ratified and confirmed
and shall continue in full force and effect. 
Borrower, Credit Parties, Agent and Lenders agree that the Credit
Agreement and the other Loan Documents, as amended hereby, shall continue to be
legal, valid, binding and 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
Amendment and any and all other Loan Documents executed and/or delivered in
connection herewith have been authorized by 


 


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all requisite corporate
action on the part of Borrower and will not violate the Certificate of
Incorporation or Bylaws of Borrower; (b) the representations and
warranties contained in the Credit Agreement, as amended hereby, and any other
Loan Document are true and correct in all material respects 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, except for any representation or warranty limited by its
terms to a specific date; (c) no Event of Default or Default under the Credit
Agreement has occurred and is continuing, unless such Event of Default or
Default has been specifically waived in writing by Lenders; and (d) Borrower
is in full compliance with all covenants and agreements contained in the Credit
Agreement and the other Loan Documents, as amended hereby.


 


ARTICLE VI


MISCELLANEOUS PROVISIONS


 


6.01        Survival of Representations
and Warranties.  All
representations and warranties made in the Credit 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 or
any closing shall affect the representations and warranties or the right of
Agent or any Lender to rely upon them.


 


6.02        Reference to Credit
Agreement.  Each of the
Loan Documents, including the Credit 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 Credit Agreement, as amended
hereby, are hereby amended so that any reference in such Loan Documents to the Credit
Agreement shall mean a reference to the Credit Agreement, as amended hereby.


 


6.03        Expenses of Agent.  As provided in the Credit Agreement, 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.


 


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.


 


6.05        Successors and Assigns.  This Amendment is binding upon and shall
inure to the benefit of Agent and Lenders and Borrower and their respective
successors and assigns, except Borrower may not assign or transfer any of its
rights or obligations hereunder without the prior written consent of Agent and
Lenders.


 


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.


 


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.


 


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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.


 


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 GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.


 


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 NOT
UNWRITTEN ORAL 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 BORROWER, CREDIT PARTIES, LENDERS AND AGENT.


 


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Remainder of this Page Intentionally Left Blank]


 


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IN WITNESS WHEREOF, this
Amendment has been duly executed as of the date first written above.


 


	
   

  	
  Borrower:

  
	
   

  	
   

  
	
   

  	
  BANCTEC, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


	
   

  	
  Credit Parties:

  
	
   

  	
   

  	
   

  
	
   

  	
  BTC VENTURES, INC., a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  BancTec, Inc.,
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BTC INTERNATIONAL HOLDINGS, INC., a Delaware
  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANCTEC THIRD PARTY MAINTENANCE, INC., a Texas
  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANCTEC (PUERTO RICO), INC., a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  RECOGNITION MEXICO HOLDING, INC., a Delaware
  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


	
   

  	
  DocuData Solutions, L.C.,

  a
  Texas limited liability company 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


	
   

  	
  Agent:

  
	
   

  	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC CAPITAL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 

















 


	
   

  	
  Lenders:

  
	
   

  	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC CAPITAL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WELLS FARGO FOOTHILL, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title: