Exhibit 10.17


 


500 West Monroe Street


Chicago, Illinois 60661


312-441-7000


Fax:  312-441-7367


 


 


August 9,
2004


 


 


Via Facsimile (972) 579-6448


 


 


BANCTEC, INC.

BTI TECHNOLOGIES, L.P.

2701 East Grauwyler Road

Building #3

Irving, Texas 75061

Attention: Chief Financial Officer


 


Re:          LOAN AND SECURITY AGREEMENT - WAIVER AND CONSENT


 


Ladies and Gentleman:


 


Reference is hereby made
to that certain Loan and Security Agreement by and among BANCTEC, INC., a
Delaware corporation (“BancTec”), the financial institution(s) listed on
the signature pages hereof, and their respective successors and Eligible
Assignees (“Lender”) and HELLER FINANCIAL, INC., a Delaware corporation
(“Agent”), as Agent for the Lender, dated as of May 30, 2001, (as
amended or otherwise modified in writing, the “Loan Agreement”).  Unless otherwise indicated, all terms used
herein shall have the same meanings as in the Loan Agreement.  BancTec and BTI Technologies L.P., a Texas
limited partnership, are the current “Borrowers” under the Loan Agreement and
are hereinafter individually and collectively referred to as “Borrower.”


 


Borrower has requested (i) permission
from Agent and Lender to consummate the following transactions (collectively,
the “Transactions”):  (A) creation
of a new, wholly owned Subsidiary of BancTec Service Europe B.V., BancTec
Service Belgium SPRL, an entity organized under the laws of Belgium (“BSB”)
(the “New Subsidiary Transaction”), and (B) consummation of that
certain Stock Purchase and Sale Agreement, dated on or about the date hereof,
by and between BancTec, as seller, and Inversiones Y Asesorias Profesionales
Zegers & Echavarri LTDA, as purchaser (the “Purchaser”),
pursuant to which BancTec has agreed to sell 521 shares of Servibanca S.A.
owned by BancTec to Purchaser for a total purchase price of 1,884,000,083
Chilean Pesos (the “Stock Purchase Transaction”), (ii) that the
Agent and Lender waive the covenants embodied in Section 7.6 and 7.11
of the Loan Agreement to the extent that such covenants would be deemed
violated solely due to the consummation of the New Subsidiary Transaction, (iii) that
the Agent and Lender waive the covenant embodied in Section 7.3 of
the Loan Agreement to the extent that such covenant would be deemed violated
solely due to the consummation of the Stock Purchase Transaction.


 


Subject to the terms,
conditions and provisions of this letter, each of Lender and Agent hereby (i) consents
to the consummation of the Transactions, (ii) waives the covenants
embodied in Sections 7.6 and 7.11 of the Loan Agreement to the
extent such covenants would be deemed violated solely due


 





















 


to the
consummation of the New Subsidiary Transaction and (iii) waives the
covenant embodied in Section 7.3 to the extent that such covenant
would be deemed violated solely due to the consummation of the Stock Purchase
Transaction.  Notwithstanding the
foregoing Lender’s and Agent’s consent, waiver and agreement herein is subject
to the satisfaction of the following conditions:


 


i.              Agent
shall have received a copy of this letter agreement duly and validly executed
by Borrower;


 


ii.             Agent
shall have received a copy of the organizational documents of BSB and all
documentation executed and issued in connection with the New Subsidiary
Transaction;


 


iii.            Agent
shall have received a Pledge Amendment duly executed by BSE in favor of Agent,
for the benefit of Lender, whereby BSE amends that certain Stock Pledge
Agreement dated April 15, 2004, executed by BSB and Agent, for the benefit
of Lender, in order to pledge to Agent, for the benefit of Lender, 65% of the
issued and outstanding capital stock of BSB, together with duly executed stock
powers and originals of the relevant stock certificates of BSB, all such
agreements to be in form and substance satisfactory to Agent;


 


iv.            Agent
shall have received a fully executed copy of the documents executed in
connection with the Stock Purchase Transaction; and


 


v.             such
other items as Agent shall reasonably request.


 


Borrower is hereby
notified that irrespective of (i) any waivers previously granted by Agent
or Lender regarding the Loan Agreement and the Loan Documents, (ii) any
previous failures or delays of Agent or Lender in exercising any right, power
or privilege under the Loan Agreement or the Loan Documents, or (iii) any
previous failures or delays of Agent or Lender in the monitoring or in the
requiring of compliance by Borrower with the duties, obligations, and
agreements of Borrower in the Loan Agreement and the Loan Documents, hereafter
Borrower will be expected to comply strictly with its duties, obligations and
agreements under the Loan Agreement and the Loan Documents.


 


The consent, waiver and
agreement detailed herein are strictly limited to the Transactions described
above and to the Sections of the Loan Agreement described above.


 


Except as expressly
provided above, nothing contained in this letter or any other communication
between Agent and/or Lender and Borrower shall be a waiver of any past, present
or future violation, default or Event of Default of Borrower under the Loan
Agreement or any Loan Documents. 
Similarly, each of Agent and Lender hereby expressly reserves any
rights, privileges and remedies under the Loan Agreement and each Loan Document
that Agent or Lender may have with respect to each violation, default or Event
of Default, and any failure by Agent or Lender to exercise any right, privilege
or remedy as a result of the violation set forth above shall not directly or
indirectly in any way whatsoever either (i) impair, prejudice or otherwise
adversely affect the rights of Agent or Lender, except as set forth herein, at
any time to exercise any right, privilege or remedy in connection with the Loan
Agreement or any Loan Documents, (ii) amend or alter any provision of the
Loan Agreement or any Loan Documents or any other contract or instrument, or (iii) constitute
any course of dealing or other basis for altering any obligation of Borrower or
any rights, privilege or remedy of Agent or Lender under the Loan Agreement or
any Loan Documents or any other contract or instrument.  Nothing in this letter shall be construed to
be a consent by Agent or Lender to any prior, existing or future violations of
the Loan Agreement or any Loan Document or to any other transaction involving
Borrower.


 


Borrower, Agent and
Lender hereby agrees that effective as of the date hereof:


 





















 


(i)            Schedule 4.1B
to the Loan Agreement (Capitalization) is hereby deleted in its entirety and
replaced with Schedule 4.1B attached hereto;


 


(ii)           Schedule 4.6
to the Loan Agreement (Names and Locations) is hereby deleted in its entirety
and replaced with Schedule 4.6 attached hereto; and


 


(iii)         Schedule 7.11
to the Loan Agreement (Subsidiaries) is hereby deleted in its entirety and
replaced with Schedule 7.11 attached hereto.


 


[Remainder of Page Intentionally Left
Blank]


 





















 


Please acknowledge your
agreement to the terms and conditions of this letter by executing it in the
space below and returning it to the undersigned.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  HELLER FINANCIAL, INC.,

  
	
   

  	
  as Agent and Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


	
  AGREED TO AND ACCEPTED:

  	
   

  
	
   

  	
   

  
	
  BANCTEC, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  BTI TECNOLOGIES, L.P.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: BANCTEC, INC., its General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
									



 


cc:           Via Facsimile (213) 620-1398

Sheppard, Mullin, Richter & Hampton LLP

Forty-Eight Floor, 333 South Hope Street

Los Angeles, California  90071-1448

Attn:  James J. Slaby, Esq.


 


Via Facsimile
(312) 441-6876

Heller Financial, Inc.

500 West Monroe

Chicago, Illinois  60661

Attn:  Legal Services/HCF- BancTec, Inc.