Exhibit 10.20


 


THIRD
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT


 


THIS THIRD AMENDMENT TO AMENDED AND RESTATED
CREDIT AGREEMENT
(hereinafter, this “Amendment”) is executed as of September 2, 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 5.1.  Effective as of
the Effective Date (as
defined herein), Section 5.1 of the Credit Agreement is
hereby amended by (i) deleting the word “and” at the end of
subsection (s), (ii) deleting the period at the end of
subsection (t) and substituting therefor “; and” and (iii) adding
a new subsection (u) immediately following subsection (t) to
read as follows:


 


“(u)                           Liens in favor of Fulbright &
Jaworski L.L.P. on the SAP Claims securing fees, if any, owing to Fulbright &
Jaworski L.L.P. in connection with its representation of the Borrower with
respect to the SAP Claims, provided such Liens are subject to an intercreditor
agreement between Agent and Fulbright & Jaworski L.L.P.”


 


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


 


“SAP Claims” shall
mean Borrower’s claims and causes of action against SAP America, Inc.


 





















 


2.03                        Supplement to Guaranty and
Security Agreement.  Effective as of the Effective Date (as
defined herein), the Guaranty and Security Agreement is hereby supplemented by
adding the information set forth in Exhibit A hereto to Schedule 1
to the Guaranty and Security Agreement.


 


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 and Required Lenders
(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)                                  all corporate proceedings taken in
connection with the foregoing and all documents, instruments and other legal
matters incident thereto.


 


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 all requisite corporate action on the part of Borrower and will
not violate the Certificate of 


 


2





















 


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 or any
representation or warranty to the extent it is not true and correct due solely
to the existence of the Existing Events of Default set forth in that certain
letter from Agent to Borrower dated as of June 4, 2009 and the Event of
Default existing due to the failure of Borrower to make the deliveries required
by Section 4.1(b) of the Credit Agreement for the Fiscal Quarter
ended June 30, 2009 (collectively, the “Existing Events of Default”);
(c) except for the Existing Events of Default, 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) except for the Existing Events of Default, 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.


 


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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.


 


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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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:

  	
   

  



 

















 


Exhibit A


 


SCHEDULE 1


TO


GUARANTY AND
SECURITY AGREEMENT


 


Commercial Tort
Claims


 


All tort claims against
SAP America, Inc. and its affiliates arising out of disputes between SAP
America, Inc. and its affiliates and Borrower and the Grantors.