EXHIBIT
10.1


 


SIXTH
AMENDMENT TO LOAN AND SECURITY AGREEMENT


 


THIS
SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (hereinafter, this “Amendment”) is executed
effective as of September 1, 2003 (“Effective Date”), by and among
BANCTEC, INC., a Delaware corporation (“BancTec”), BTI Technologies
L.P., a Texas limited partnership (“BTI Tech” and jointly and
collectively with BancTec, the “Borrower”), the financial institution(s)
listed on the signature pages hereof, and their respective successors and
Eligible Assignees (each individually as “Lender” and collectively “Lenders”),
and HELLER FINANCIAL, INC., a Delaware corporation, in its capacity as Agent
for the Lenders (“Agent”).


 


RECITALS


 


WHEREAS, Borrower, Agent and Lenders are parties
to that certain Loan and Security Agreement, dated as of May 30, 2001 (as
amended, supplemented or otherwise modified, the “Loan Agreement”); and


 


WHEREAS, Borrower, Agent and Lenders desire to
amend the Loan Agreement 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 Loan Agreement, as amended hereby.


 


ARTICLE
II

AMENDMENTS TO LOAN AGREEMENT; OTHER AGREEMENTS


 


2.01       
Amendments to Section 2.2(A) of the Loan Agreement.


 


(a)          
Effective as of the Effective Date, the definition of “Base Rate Margin”
contained in Section 2.2(A) of the Loan Agreement is hereby amended
and restated to read in its entirety as follows:


 


“‘Base Rate Margin’ shall mean (i) as of the
Sixth Amendment Effective Date, 1.00% per annum, and (ii) thereafter, as
of February 1, May 1, August 1 and November 1 of each year
(each, an ‘Adjustment Date’), commencing on November 1, 2003, the Base
Rate Margin shall be adjusted, if necessary, to the applicable percent per
annum set forth in the pricing table set forth on Schedule 2.2(A) hereto
corresponding to the Fixed Charge Coverage Ratio for the twelve-month period
ending on the last day of the


 


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most recently completed calendar quarter prior to the
applicable Adjustment Date (each such period, a ‘Calculation Period’).”


 


(b)          
Effective as of the Effective Date, the definition of “LIBOR Margin” contained
in Section 2.2(A) of the Loan Agreement is hereby amended and
restated to read in its entirety as follows:


 


“‘LIBOR Margin’ shall mean (i) as of the Sixth
Amendment Effective Date, 2.50% per annum, and (ii) thereafter, as of each
Adjustment Date, commencing on November 1, 2003, the LIBOR Margin shall be
adjusted, if necessary, to the applicable percent per annum set forth in the
pricing table set forth on Schedule 2.2(A) hereto corresponding to the Fixed
Charge Coverage Ratio for the applicable Calculation Period.”


 


2.02       
Amendment to Section 2.3(D) of the Loan Agreement.  Effective as of the
Effective Date, Section 2.3(D) of the Loan Agreement is hereby
amended and restated to read in its entirety as follows:


 


“(D)        Audit
Fees.  Borrower agrees to pay all fees and expenses of the firm or
individual(s) engaged by Agent to perform audits of Borrower’s
operations.  Notwithstanding the foregoing, if Agent uses its internal
auditors to perform any such audit, Borrower agrees to pay to Agent, for its
own account, an audit fee with respect to each such audit equal to $750 per
internal auditor per day or any portion thereof, together with all out of
pocket expenses.  Exclusive of any audits performed in connection with the
credit facility initially established by this Agreement and the initial
transactions contemplated by this Agreement, as long as no Event of Default has
occurred and is continuing and Borrower’s Availability at the end of each day
after the Sixth Amendment Effective Date is at least $5,000,000.00, Borrower
shall not be required to pay for more than one such audit during any Loan Year
of Borrower and the aggregate amount of audit fees required to be paid by
Borrower during any Loan Year shall be limited to $25,000.00, but if an Event
of Default has occurred and is continuing or if at the end of any day after the
Sixth Amendment Effective Date Borrower’s Availability is less than
$5,000,000.00, Borrower shall be required to pay for up to one such audit
during each quarter of each Loan Year of Borrower, and there shall be no
$25,000.00 cap on audit fees payable by Borrower during any individual Loan
Year.”


 


2.03       
Amendment to Section 4.25 of the Loan Agreement.  Effective as of
the Effective Date, Section 4.25 of the Loan Agreement is hereby
amended and restated to read in its entirety as follows:


 


“4.25       Collection
of Accounts and Payments.  Borrower shall establish lockboxes and
blocked accounts (collectively, ‘Blocked Accounts’) in Borrower’s name with
such banks (‘Collecting Banks’) as are acceptable to Agent (subject to
irrevocable instructions acceptable to Agent as hereinafter set forth) to which
all account debtors shall directly remit all payments on Accounts and in which
Borrower will immediately deposit all payments made for Inventory or other
payments


 


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constituting proceeds of Collateral in the identical
form in which such payment was made, whether by cash or check.  The
Collecting Banks shall acknowledge and agree, in a manner satisfactory to
Agent, that all payments made to the Blocked Accounts are the sole and
exclusive property of Agent, for its benefit and for the benefit of Lenders,
and that the Collecting Banks have no right to setoff against the Blocked
Accounts and that all such payments received will be promptly transferred to
Agent’s Account subject to the payment of the collecting Banks’ fees,
chargebacks and other customary exceptions, to the extent, if any, provided for
in the documentation establishing the Blocked Accounts.  Borrower hereby
agrees that all payments made to such Blocked Accounts or otherwise received by
Agent and whether on the Accounts or as proceeds of other Collateral or
otherwise will be the sole and exclusive property of Agent, for the benefit of
itself and Lenders.  Borrower shall irrevocably instruct each Collecting
Bank to promptly transfer all payments or deposits to the Blocked Accounts into
Agent’s Account.  If Borrower, or any if its Affiliates, employees, agents
or other Person acting for or in concert with Borrower, shall receive any monies,
checks, notes, drafts or any other payments relating to and/or proceeds of
Accounts or other Collateral, Borrower or such Person shall hold such
instrument or funds in trust for Agent, and, immediately upon receipt thereof,
shall remit the same or cause the same to be remitted, in kind, to the Blocked
Accounts or to Agent at its address set forth in subsection 10.3
below.  Notwithstanding anything set forth above, effective as of
September 15, 2003, Agent shall notify each Collecting Bank to transfer all payments
or deposits made to the Blocked Account to Borrower’s account as set forth in
such notice; provided, however, if at any time thereafter
Borrower’s Availability is less than $5,000,000.00 or if a Default or an Event
of Default occurs, Agent shall have the right to notify each Collecting Bank to
revert back to the prior procedure set forth in this Section 4.25 and to
have such funds transferred to the Agent’s Account.


 


Borrower may amend any one or more of the Schedules
referred in this Section 4 (subject to prior notice to Agent, as
applicable) and any representation, warranty, or covenant contained herein
which refers to any such Schedule shall from and after the date of any such
amendment refer to such Schedule as so amended; provided  however,
that in no event shall the amendment of any such Schedule constitute a waiver
by Agent and Lenders of any Default or Event of Default that exists
notwithstanding the amendment of such Schedule.”


 


2.04       
Amendment to Section 11.1 of the Loan Agreement.  Effective as of
the Effective Date, the following new definitions are hereby added to Section 11.1
of the Loan Agreement, to read in their entirety as follows and to be inserted
in their proper alphabetical order:


 


“‘Sixth Amendment’ means that certain Sixth Amendment
to Loan and Security Agreement, executed September 1, 2003 by Borrower, Agent
and Lenders.


 


‘Sixth Amendment Effective Date’ means the ‘Effective
Date’, as such term is defined in the Sixth Amendment.”


 


2.05       
Amendment to Schedule 2.2(A).  Effective as of the
Effective Date, Schedule 2.2(A) to the Loan Agreement (Pricing
Table) is hereby deleted in its entirety and replaced with Schedule 2.2(A)
attached hereto.


 


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2.06       
Reporting as to Capital Expenditures, etc.  Effective as of the
Effective Date, notwithstanding anything in the Loan Agreement to the contrary,
the parties hereto agree that the aggregate amount of all Capital Expenditures,
Capital Leases with respect to fixed assets of Borrower and its Subsidiaries
(which shall be considered to be expended in full on the date such Capital
Lease is entered into) and other contracts with respect to fixed assets
initially capitalized on Borrower’s or any Subsidiary’s balance sheet prepared
in accordance with GAAP (which shall be considered to be expended in full on
the date such contract is entered into) (excluding, in each case, expenditures
for trade-ins and replacement of assets to the extent funded with casualty
insurance or condemnation proceeds) shall be reported by Borrower to Agent and
Lenders as part of the quarterly financials to be delivered pursuant to Paragraph (B)
of the Reporting Rider and as part of the year-end financials to be delivered
pursuant to Paragraph (C) of the Reporting Rider.


 


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:


 


(a)          
Agent shall have received, in form and substance satisfactory to Agent and duly
executed by Borrower, (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 Loan Agreement, the other Loan Documents, this
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 or times
hereafter to require strict performance by Borrower 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 Loan Agreement, the other Loan Documents,
this Amendment and any other contract or instrument between Borrower, 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 Loan Agreement and the other Loan Documents, and except as
expressly modified and superseded by this Amendment, the terms and provisions
of the Loan Agreement and the other Loan Documents are ratified and confirmed
and


 


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shall continue in full force and
effect.  Borrower, Agent and Lenders agree that the Loan 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 Loan Agreement, as amended hereby, and any other
Loan Document are true and correct 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;
(c) no Event of Default or Default under the Loan 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 Loan 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 Loan 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 Loan Agreement.  Each of the Loan Documents,
including the Loan 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 Loan Agreement, as amended hereby, are
hereby amended so that any reference in such Loan Documents to the Loan
Agreement shall mean a reference to the Loan Agreement, as amended hereby.


 


6.03       
Expenses of Agent.  As provided in the Loan 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.


 


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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.


 


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
ILLINOIS.


 


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, 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.


 


	
   

  	
  BANCTEC,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Brian R. Stone

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
  BTI
  TECHNOLOGIES, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  BANCTEC,
  INC., its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Brian R. Stone

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
  HELLER
  FINANCIAL, INC.,

  as Agent and
  Sole Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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CONSENT
AND RATIFICATION


 


Each of the undersigned
hereby consents to the terms of the within and foregoing Amendment, confirms
and ratifies the terms of its guaranty agreement relating to the Obligations
and each Loan Document it has executed in connection with the Obligations
(collectively, the “Loan Documents”) and acknowledges that the Loan
Documents to which it is a party are in full force and effect and ratifies the
same, that it has no defense, counterclaim, set–off or any other claim to
diminish its liability under such Loan Documents, that its consent is not
required to the effectiveness of the within and foregoing Amendment, and that
no consent by it is required for the effectiveness of any future amendment,
modification, forbearance or other action with respect to the Loans, the
collateral securing the Obligations, or any of the other Loan Documents.


 


	
   

  	
  BTC INTERNATIONAL
  HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Brian R. Stone

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
  BANCTEC (PUERTO RICO),
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
  BANCTEC UPPER-TIER
  HOLDING, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
  BANCTEC INTERMEDIATE
  HOLDING, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


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