Exhibit 10.21


 


LIMITED WAIVER


 


This LIMITED WAIVER (this “Limited
Waiver”) is being entered into as of October 15, 2009, among BANCTEC, INC.,
a Delaware corporation (“Borrower”), the other Persons party thereto
that are designated as a “Credit Party”, the Lenders party thereto from
time to time and GENERAL ELECTRIC CAPITAL CORPORATION, as Agent (in such
capacity, “Agent”).


 


RECITALS


 


A.            The Borrower, the other Credit Parties, the Lenders and the
Agent are parties to that certain Amended and Restated Credit Agreement dated
as of February 7, 2008 (as the same has been or may be amended,
supplemented, restated, or otherwise modified from time to time, the “Credit
Agreement”; capitalized terms used but not defined herein have the meanings
set forth therein).


 


B.            The Borrower has informed the Agent and the Lenders that the
Borrower, in contravention of the terms of Sections 4.1(a), 4.1(b),
4.2(a) and 4.2(b) of the Credit Agreement, have failed
to timely deliver certain financial statements and other information required
to be delivered thereunder for certain fiscal periods ending on or prior to August 31,
2009 (collectively, the “Financial Information”), and in connection
therewith the Borrower has requested that the Lenders waive certain Defaults
and Events of Default solely caused thereby (collectively, the “Reporting
Defaults”).


 


C.            The Lenders are willing to agree to provide such
requested waiver, subject to the performance and observance in full of each of
the covenants, terms and conditions, and in reliance upon the representations
and warranties, set forth herein.


 


NOW, THEREFORE, in
consideration of the premises and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Loan Parties,
the Agent and the Lenders hereby agree as follows:


 


Section 1.  Limited
Waiver.


 


(a)           Limited Waiver.  The Borrower and each other Credit Party
hereby acknowledges the occurrence and continuance of the Reporting Defaults,
which Reporting Defaults are hereby waived by the Agent and the Lenders
effective as of the date hereof.  Except
as explicitly set forth in this Section 1(a), nothing herein is
intended to affect the continuing obligations of the Borrower and the other
Credit Parties to comply with, or the continuing rights of the Lenders and
Agent with respect to, any provision of the Credit Agreement or any other Loan
Document.


 


(b)           No Additional Waiver.  Except as expressly set forth in Section 1(a) of
this Limited Waiver, nothing contained in this Limited Waiver shall be construed
as a consent or waiver by the Agent or any Lender of any covenant or provision
of the Credit Agreement or the other Loan Documents, or of any other contract
or instrument among the Borrower and/or the other Credit Parties and the Agent
or any Lender, and the failure of the Agent or the Lenders at any time or times
hereafter to require strict performance by the Borrower and the other Credit
Parties of any provision thereof shall not waive, affect or diminish any rights
of the Agent or the 


 

















 


Lenders
to thereafter demand strict compliance therewith.  Nothing set forth herein shall constitute a
course of dealing among the parties, and neither the Agent nor the Lenders
shall have any obligation to further amend, waive or modify any terms and
provisions of the Credit Agreement or any of the other Loan Documents.


 


Section 2.  Conditions
Precedent.  The parties hereto agree that this
Limited Waiver shall not be effective until the satisfaction in full of each of
the following conditions precedent, each in a manner satisfactory to the Agent
in its sole discretion:


 


(a)           Execution and Delivery of this Limited Waiver.  The Agent shall have received a counterpart
of this Limited Waiver executed and delivered by the Borrower, the other Credit
Parties and the Lenders.


 


(b)           Limited Waiver Fee.  The Borrower shall have indefeasibly paid to
Agent, for the benefit of Lenders, a $20,000 limited waiver fee in cash (which
fee shall be fully earned and non-refundable once paid).


 


(c)           Representations and Warranties.  Each of the representations and warranties
made in this Limited Waiver shall be true and correct on and as of the effective
date hereof, as if made on and as of such date, after giving effect to the limited
waiver set forth herein.


 


Section 3. 
Representations and Warranties.


 


To induce the Agent and Lenders
to enter into this Limited Waiver, the Borrower and each Credit Party represents
and warrants, after giving effect to the limited waiver set forth herein, to
the Agent and the Lenders as follows:


 


(a)           No Defaults.  No Default or Event of Default exists under
the Credit Agreement or any other Transaction Document.


 


(b)           Binding Effect.  The Credit Agreement and the other Loan
Documents to which the Borrower or such Credit Party is party constitute the
legal, valid and binding obligations of the Borrower and such Credit Party,
enforceable against the Borrower and such Credit Party in accordance with their
respective terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’
rights generally or by equitable principles of general applicability.


 


(c)           Representations and Warranties.  (i) The execution, delivery and
performance of this Limited Waiver have been authorized by all requisite corporate
action on the part of the Borrower and such Credit Party and will not violate
the certificate of incorporation or other analogous formation document of the
Borrower and such Credit Party or the bylaws or other analogous charter or
organizational documents of the Borrower and such Credit Party, (ii) the
representations and warranties contained in the Credit Agreement and the other Loan
Documents are true and correct in all material respects on and as of the date
hereof as though made on and as of the date hereof (except to the extent such
representations or warranties are limited by their terms to a specific date) and
(iii) other than the Reporting Defaults, the Borrower and such Credit
Party is in full compliance with all covenants and agreements contained in the Credit
Agreement and each other Loan Document.


 


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Section 4. 
Miscellaneous.


 


(a)           Confirmation of Loan Documents and Liens.
 The terms, provisions, conditions and
covenants of the Credit Agreement and the other Loan Documents remain in full
force and effect and are hereby ratified and confirmed, and the execution,
delivery and performance of this Limited Waiver shall not, except as expressly
set forth in Section 1 of this Limited Waiver, operate as a waiver
of, consent to or amendment of any term, provision, condition or covenant
thereof.  Without limiting the generality
of the foregoing, nothing contained herein shall be deemed (i) except as
expressly set forth herein, to constitute a waiver of compliance or consent to
noncompliance by the Borrower or any Credit Party with respect to any other
term, provision, condition or covenant of the Credit Agreement or any other Loan
Document or (ii) to prejudice any right or remedy that the Agent or any Lender
may now have or may have in the future under or in connection with the Credit
Agreement or any other Loan Document.  As
a material inducement to the Lenders to grant the limited waiver set forth
herein, the Borrower and each Credit Party hereby (i) acknowledges and
confirms the continuing existence, validity and effectiveness of the Loan Documents,
including, without limitation, the Credit Agreement, and the Liens granted
under the Loan Documents, (ii) agrees that the execution, delivery and
performance of this Limited Waiver shall not in any way release, diminish,
impair, reduce or otherwise adversely affect any Loan Documents or Liens
granted thereunder, (iii) acknowledges and agrees that the Liens granted
under the Loan Documents secure, and after the effectiveness of this Limited
Waiver will continue to secure, the payment of the Obligations and the
performance and observance by the Borrower and the other Credit Parties of the
other covenants, agreements and conditions to be performed and observed by them
under the Loan Documents, and (iv) acknowledges that the Obligations are
due and owing to the Lenders as provided in the Loan Documents.


 


(b)           Fees and Expenses.  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 costs 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 Limited Waiver.


 


(c)           Headings.  Section and subsection headings in this Limited
Waiver are included herein for convenience of reference only and shall not
constitute a part of this Limited Waiver for any other purpose or be given any
substantive effect.


 


(d)           APPLICABLE LAW.  THIS LIMITED WAIVER SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT
GIVING EFFECT TO THE CHOICE OF LAWS PROVISIONS THEREOF.


 


(e)           Counterparts.  This Limited Waiver may be executed in any
number of counterparts and by any combination of the parties hereto in separate
counterparts, each of which counterparts shall be an original and all of which
taken together shall constitute one and the same Limited Waiver.  Delivery of this Limited Waiver may be made
by telecopy or electronic transmission of a duly executed counterpart copy
hereof; provided that any such
delivery by 


 


3

















 


electronic
transmission shall be effective only if transmitted in .pdf format, .tif format
or other format in which the text is not readily modifiable by any recipient
thereof.


 


(f)            FINAL AGREEMENT.  THIS LIMITED WAIVER AND THE OTHER LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.  THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


 


[Remainder of this page blank;
signature pages follow]


 


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IN WITNESS WHEREOF, the
parties hereto have caused this Limited Waiver to be executed by their
respective officers thereunto duly authorized as of the date first above
written.


 


 


	
   

  	
   

  	
  AGENT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GENERAL
  ELECTRIC CAPITAL CORPORATION,

  
	
   

  	
   

  	
  as Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LENDERS:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GENERAL
  ELECTRIC CAPITAL CORPORATION,

  
	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WELLS
  FARGO FOOTHILL, LLC,

  
	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


Signature
Page to Limited Waiver


 

















 


	
   

  	
   

  	
  BORROWER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BANCTEC,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CREDIT
  PARTIES:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BTC
  VENTURES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BTI
  TECHNOLOGIES, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  BancTec, Inc.,
  its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BTC
  INTERNATIONAL HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BANCTEC
  (PUERTO RICO), INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  RECOGNITION
  MEXICO HOLDING, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DOCUDATA
  SOLUTIONS, L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


Signature Page to Limited
Waiver