Exhibit
10.19


 


SECOND
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT


 


THIS SECOND AMENDMENT TO AMENDED AND RESTATED
CREDIT AGREEMENT
(hereinafter, this “Amendment”) is executed as of January 14, 2009,
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).  Effective as of the Effective Date, Section 1.9(b) of
the Credit Agreement is hereby amended and restated to read in its entirety as
follows:


 


“(b)                           Unused Facility Fee. 
The Borrower shall pay to the Agent, for the ratable benefit of the
Lenders, a fee (the “Unused Facility Fee”) in an amount equal to


 


(i)                                     the Aggregate Revolving Loan Commitment,
less


 


(ii)                                  the sum of (x) the average daily
balance of all Revolving Loans outstanding plus (y) the average daily
amount of Letter of Credit Obligations, in each case, during the preceding
month, multiplied by one-half of one percent (0.5%)  per
annum.  Such fee shall be payable monthly
in arrears on the first day of the month following the Second Amendment
Effective Date and the first day of each month thereafter.  The Unused Facility Fee provided in this
subsection 1.9(b) shall accrue at all times from and after the Second Amendment
Effective Date.”


 

















 


2.02                        Amendment to Section 1.12. 
Effective as of the Effective Date, Section 1.12 of the
Credit Agreement is hereby amended and restated to read in its entirety to read
as follows:


 


“1.12                     Increases in Revolving Loan Commitment.  Borrower shall have the right from time to
time during the four (4) year period immediately following the Closing
Date upon not less than fifteen (15) Business Days’ prior written notice to
Agent to request an increase in the then applicable Aggregate Revolving Loan
Commitment in incremental amounts equal to $5,000,000 from existing Lenders
and/or new lenders acceptable to Agent; provided that (i) no Default or
Event of Default shall have occurred and be continuing at the time such request
is made or at the time such increase is to become effective, (ii) the
Aggregate Revolving Loan Commitments of Lenders (including any new lenders)
shall in no event exceed $100,000,000 minus the amount of the original
aggregate principal amount of any Subordinated Indebtedness incurred under Section 5.5(j),
(iii) Borrower shall have paid to Lenders that agree to increase their
Revolving Loan Commitment or such new lenders a commitment fee in an amount to
be mutually agreed on by Borrower and such Lenders or new lenders with respect
to the amount of the requested increase, (iv) Borrower shall have
delivered to Agent an amendment to this Agreement reflecting the requested
increase, (v) Borrower shall have duly executed and delivered to Lenders
that agree to increase their Revolving Loan Commitment Notes or such new
lenders, if requested by such Lenders or such new lenders, in the amount of the
requested increase, (vi) if requested by Agent, Borrower shall have
delivered to Agent, such opinions and authority documentation as Agent may
reasonably require, with respect to the due authorization, execution and
delivery and enforceability of such amendment to this Agreement and such
additional Notes, (vii) after giving effect to any Revolving Loans made
pursuant to such increase, the Credit Parties are in compliance on a pro forma
basis with the covenants set forth in Article VI, recomputed for the most
recent quarter for which financial statements have been delivered and (viii) the
interest rate with respect to all Revolving Loans shall be the same.  Borrower acknowledges and agrees that no
Lender shall be under any obligation to increase its Revolving Loan Commitment
hereunder.”


 


2.03                        Amendment to Section 5.1. 
Effective as of the Effective Date, Section 5.1 of the
Credit Agreement is hereby amended to add a new subsection (t) immediately
following subsection (s) to read as follows:


 


“(t)                              Liens securing Subordinated Indebtedness
permitted under Section 5.5(j); provided such Lien is subordinated
to the Liens of Agent under the Loan Documents pursuant to documentation in
form and substance satisfactory to Agent.”


 


2.04                        Amendment to Section 5.5(j).  Effective as of the Effective Date, Section 5.5(j) of
the Credit Agreement is hereby amended and restated to read in its entirety to
read as follows:


 


“(j)                               Subordinated Indebtedness of the Borrower
in an aggregate amount not to exceed $25,000,000 at any time outstanding
pursuant to documentation in form and substance satisfactory to Agent;”


 


2

















 


2.05                        Amendment to Section 11.1.  Effective as of the Effective Date, Section 11.1
of the Credit Agreement is hereby amended by adding the following definitions
in the appropriate alphabetical order:


 


“Second Amendment
Effective Date” means December    , 2008.


 


“ITSM Disposition”
shall have the meaning assigned to such term in the Second Amendment to Amended
and Restated Credit Agreement dated as of the Second Amendment Effective Date.


 


2.06                        Amendment to Section 11.1.  Effective as of the Effective Date, Section 11.1
of the Credit Agreement is hereby amended by amending and restating the
following definitions in their entirety to read as follows:


 


““Applicable Margin” means:


 


(a)                                  for the period commencing on the Second
Amendment Effective Date through the last day of the month during which
financial statements for March 31, 2009 are delivered: (w) if a Base
Rate Loan, two and one-half of one percent (2.50%) per annum, (x) if a
LIBOR Rate Loan, four percent (4.00%) per annum, and (y) Applicable L/C
Margin shall be equal to four percent (4.00%); and


 


(b)                                 thereafter, the Applicable Margin shall
equal the applicable LIBOR Margin, Base Rate Margin or L/C Margin in effect
from time to time determined as set forth below based upon the applicable Total
Leverage Ratio then in effect pursuant to the appropriate column under the
table below:


 


 


	
  If
  Total Leverage Ratio is:

  	
   

  	
  Level
  of

  Applicable Margins:

  
	
  < 1.0

  	
   

  	
  Level I

  
	
  < 2.0, but > 1.0

  	
   

  	
  Level II

  
	
  >2.0

  	
   

  	
  Level III

  



 


	
   

  	
   

  	
  Applicable Margins

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Level I

  	
   

  	
  Level II

  	
   

  	
  Level III

  	
   

  
	
  Applicable
  Revolver Base Rate Margin

  	
   

  	
  2.25

  	
  %

  	
  2.50

  	
  %

  	
  2.75

  	
  %

  
	
  Applicable
  Revolver LIBOR Margin

  	
   

  	
  3.75

  	
  %

  	
  4.00

  	
  %

  	
  4.25

  	
  %

  
	
  Applicable
  L/C Margin

  	
   

  	
  3.75

  	
  %

  	
  4.00

  	
  %

  	
  4.25

  	
  %

  



 


The Applicable
Margins shall be adjusted from time to time upon delivery to the Agent of the
monthly financial statements for the last month of each calendar quarter
required to be delivered pursuant to Section 4.1 hereof accompanied
by a written calculation of the Total Leverage Ratio certified on behalf of the
Borrower by a Responsible Officer as of the end of the fiscal month for which
such financial statements are delivered. 
If such calculation indicates that the Applicable Margin shall increase
or decrease, then on the first day of the month following the date of delivery
of such financial statements and written calculation the Applicable Margin 


 


3

















 


shall be adjusted
in accordance therewith; provided, however, that if the Borrower shall
fail to deliver any such financial statements for any such fiscal month by the
date required pursuant to Section 4.1, then, at the Agent’s
election, effective as of the first day of the month following the end of the
fiscal month during which such financial statements were to have been
delivered, and continuing through the first day of the month following the date
(if ever) when such financial statements and such written calculation are
finally delivered, the Applicable Margin shall be conclusively presumed to
equal the highest Applicable Margin specified in the pricing table set forth
above.  Notwithstanding anything herein
to the contrary, Swing Loans may not be LIBOR Rate Loans.


 


“Base Rate” means, at any time, a rate per annum equal to the higher of
(a) the higher of (i) the rate last quoted by The Wall Street
Journal as the “base rate on corporate loans posted by at least 75% of the
nation’s largest banks” in the United States or, if The Wall Street Journal
ceases to quote such rate, the highest per annum interest rate published by the
Federal Reserve Board in Federal Reserve Statistical Release H.15 (519)
(Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no
longer quoted therein, any similar rate quoted therein (as determined by Agent)
or any similar release by the Federal Reserve Board (as determined by Agent)
and (ii) the sum of 3.00% per annum and the Federal Funds Rate and (b) the
sum of (x) LIBOR for an Interest Period of three months, plus (y) 1.50%
per annum.  Any change in the Base Rate
due to a change in any of the foregoing shall be effective on the effective
date of such change in the “Prime Rate”, the Federal Funds Rate or LIBOR.


 


“EBITDA” means, with respect to any Person for any fiscal period,
without duplication, an amount equal to (a) consolidated net income of
such Person for such period determined in accordance with GAAP, minus (b) the
sum of (i) income tax credits, (ii) interest income, (iii) gain
from extraordinary items for such period, (iv) any aggregate net gain (but
not any aggregate net loss) during such period arising from the sale, exchange
or other disposition of capital assets by such Person (including any fixed
assets, whether tangible or intangible, all inventory sold in conjunction with
the disposition of fixed assets and all securities), and (v) any other
non-cash gains that have been added in determining consolidated net income, in
each case to the extent included in the calculation of consolidated net income
of such Person for such period in accordance with GAAP, but without
duplication, plus (c) the sum of (i) any provision for income
or franchise taxes, (ii) Interest Expense, (iii) loss from
extraordinary items for such period, (iv) depreciation and amortization
for such period, (v) amortized debt discount for such period, (vi) the
amount of any deduction to consolidated net income as the result of any grant
to any members of the management of such Person of any Stock or Stock
Equivalents, (vii) any aggregate net loss on the sale of Property (other
than Accounts and Inventory) outside the Ordinary Course of Business, and (ix) any
other non-cash losses or charges that have been deducted in determining
consolidated net income, in each case to the extent included in the calculation
of consolidated net income of such Person for such period in accordance with
GAAP, but without duplication.  For
purposes of this definition, the following items shall be excluded in
determining consolidated net income of a Person: (1) the income (or
deficit) of any other Person accrued prior to the date it became a Subsidiary
of, or was merged or consolidated into, such Person or any of


 


4

















 


such Person’s
Subsidiaries; (2) the income (or deficit) of any other Person (other than
a Subsidiary) in which such Person has an ownership interest, except to the
extent any such income has actually been received by such Person in the form of
cash dividends or distributions; (3) the undistributed earnings of any
Subsidiary (other than a Credit Party) of such Person to the extent that the
declaration or payment of dividends or similar distributions by such Subsidiary
is not at the time permitted by the terms of any contractual obligation or
requirement of law applicable to such Subsidiary; (4) any restoration to
income of any contingency reserve, except to the extent that provision for such
reserve was made out of income accrued during such period; (5) any
write-up of any asset; (6) any net gain from the collection of the
proceeds of life insurance policies; (7) any net gain arising from the
acquisition of any securities, or the extinguishment, under GAAP, of any
Indebtedness, of such Person; (8) in the case of a successor to such
Person by consolidation or merger or as a transferee of its assets, any
earnings of such successor prior to such consolidation, merger or transfer of
assets; and (9) any deferred credit representing the excess of equity in
any Subsidiary of such Person at the date of acquisition of such Subsidiary
over the cost to such Person of the investment in such Subsidiary.  Solely for purposes of calculating the Total
Leverage Ratio, Senior Leverage Ratio and the Fixed Charge Coverage Ratio and
notwithstanding (1) and (8) above to the contrary, EBITDA shall be
calculated on a pro forma basis to give effect to any Permitted Acquisition
consummated at any time on or after the first day of the test period thereof as
if each such Permitted Acquisition had been effected on the first day of such
period for which financial statements are available at the time of
determination thereof, adjusted by verifiable expense reductions, including
excess owner compensation, if any, which are expected to be realized, in each
case calculated by the Borrower and approved by the Agent and Required
Lenders.  Notwithstanding the foregoing,
with respect to any period during which the ITSM Disposition has occurred
(each, a “Subject Transaction”), for purposes of determining compliance with
the financial covenants set forth in Article VI of this Agreement and for
purposes of determining the Maximum Revolving Loan Balance, EBITDA shall be
calculated with respect to such period on a pro forma basis using, if
available, the historical audited financial statements of any business or
assets sold or to be sold and the consolidated financial statements of Borrower
and its Subsidiaries which shall be reformulated as if such Subject Transaction
had been consummated at the beginning of such period; provided that the
corporate shared services allocated to EBITDA with respect to the Subject
Transaction shall not exceed $3,000,000 for the trailing twelve months ending December 31,
2008.


 


“LIBOR” means, for each Interest Period, the greater of (a) the
offered rate per annum for deposits of Dollars for the applicable Interest
Period that appears on Telerate Page 3750 as of 11:00 A.M. (London,
England time) two (2) Business Days prior to the first day in such
Interest Period and (b) 3.00% per annum. 
If no such offered rate exists under the foregoing clause (a), such rate
will be the rate of interest per annum, as determined by the Agent (rounded
upwards, if necessary, to the nearest 1/100 of 1%) at which deposits of Dollars
in immediately available funds are offered at 11:00 A.M. (London, England
time) two (2) Business Days prior to the first day in such Interest Period
by major financial institutions reasonably satisfactory to the Agent in the
London interbank market for such Interest Period for the applicable principal
amount on such date of determination.”


 


5














 


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;


 


(b)                                 Borrower shall have paid to Agent, for
the benefit of the Lenders, an amendment fee in the amount of $137,500, which
shall be deemed fully earned and nonrefundable on the date hereof; and


 


(c)                                  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


LIMITED
CONSENT


 


4.01                        Borrower has advised Agent and the
Lenders that it desires to sell (a) the Purchased Assets (as defined in
the Purchase Agreement (as defined below)), and (b) the Purchased Shares
(as defined in the Purchase Agreement) in accordance with and pursuant to the
transactions contemplated by that certain Purchase Agreement (the “Purchase
Agreement”) dated as of December 11, 2008 by and between Borrower, BTC
International Holdings, Inc. and Qualxserv Holdings LLC (the “Purchaser”)
(such sales, collectively, the “ITSM Disposition”).


 


Borrower has requested (i) permission from Agent
and Lenders to consummate the ITSM Disposition, (ii) that the Agent and
Lenders waive the covenants embodied in Section 5.2 of the Credit
Agreement to the extent that such covenants would be deemed violated solely due
to the consummation of the ITSM Disposition and (iii) that Agent release
its liens solely with respect to the assets sold pursuant to, and in accordance
with, the Purchase Agreement.


 


Subject to the terms, conditions and provisions of
this Amendment, each of Lenders and Agent hereby (i) consents to the
consummation of the ITSM Disposition, (ii) waives the covenants embodied
in Section 5.2 of the Credit Agreement to the extent such covenant
would be deemed violated solely due to the consummation of the ITSM Disposition
and (iii) agrees to release their liens solely with respect to the assets
sold pursuant to, and in accordance with, the Purchase Agreement.  Notwithstanding the foregoing, Lenders’ and
Agent’s consent, waiver and agreement herein is subject to the satisfaction of
the following conditions:


 


6

















 


i.                                          the ITSM Disposition is consummated in
accordance with the terms and conditions expressly contained in the Purchase
Agreement as of the date of this Amendment and the documentation related to the
ITSM Disposition shall be in form and substance satisfactory to Agent;


 


ii.                                       the promissory notes issued to Borrower
in connection with the ITSM Disposition shall have been delivered to Agent and
pledged as collateral as required by the Guaranty and Security Agreement;


 


iii.                                    Agent shall have received a fully
executed copy of the documents executed in connection with the Purchase
Agreement;


 


iv.                                   notwithstanding anything to the contrary
set forth herein or in the Credit Agreement, Borrower shall remit the Net
Proceeds received in connection with the ITSM Disposition to Agent and Agent
shall apply such Net Proceeds in the manner set forth in Section 1.8(f) of
the Credit Agreement; and


 


v.                                      such other items as Agent shall
reasonably request.


 


4.02                        Except as set forth in Section 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 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 


 


7

















 


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.


 


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.


 


8

















 


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.


 


[The Remainder of this Page Intentionally Left
Blank]


 


9

















 


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:

  	
   

  
	
   

  	
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