**EXHIBIT10.1**

 

**FIFTHAMENDMENT TO LOAN AND SECURITY AGREEMENT**

 

**THIS FIFTH****AMENDMENTTO LOAN AND SECURITY AGREEMENT** (hereinafter, this “Amendment”)is executed effective as of May 7, 2003, by and among BANCTEC, INC., a Delawarecorporation (“BancTec”), BTI Technologies L.P., a Texas limitedpartnership (“BIT Tech” and jointly and collectively with BancTec, the “Borrower”),the financial institution(s) listed on the signature pages hereof, and theirrespective successors and Eligible Assignees (each individually as “Lender”and collectively “Lenders”) and HELLER FINANCIAL, INC., a Delawarecorporation, in its capacity as Agent for the Lenders (“Agent”), to beeffective as of the respective date hereinafter specified.

 

**RECITALS**

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

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**WHEREAS**, Borrower, Agent and Lenders desireto amend the Loan Agreement in the manner, and subject to the terms andconditions, provided below.

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**NOW, THEREFORE,** in consideration of thepremises herein contained and other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the parties,intending to be legally bound, agree as follows:

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**ARTICLEI**

**DEFINITIONS**

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**1.01       **Capitalizedterms used in this Amendment, to the extent not otherwise defined herein, shallhave the same meaning as in the Loan Agreement, as amended hereby.

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**ARTICLEII**

**AMENDMENTSTO LOAN AGREEMENT; OTHER AGREEMENTS**

 

**2.01        Amendment to Section 2.1(B)of the Loan Agreement.**

 

(a)           Effective as of the date hereof, thesecond sentence of Section 2.1(B) of the Loan Agreement is herebyamended by deleting it in its entirety and substituting the following sentencetherefor:

 

“The aggregate amount of the Revolving Loan Commitmentshall not 

exceed at any time $40,000,000.”

 
| Fifth Amendment to Loan  Agreement | 9140.117:234729 |
|------------------------------------|-----------------|

 

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(b)           Effective as of the date hereof , thedefinition of “Borrowing Base” contained in Section 2.1(B) of theLoan Agreement is hereby amended and restated in its entirety to read asfollows:

 

“‘Borrowing Base’ means, as of any date ofdetermination, an amount equal to the sum of (a) 85.00% of Eligible Accountsless Dilution Reserves, plus (b) 50.00% of Eligible Accrued UnbilledAccounts less Dilution Reserves; plus (c) the lesser of (i)$20,000,000, or (ii) 85.00% of the net orderly liquidation value of EligibleInventory (net orderly liquidation value to be determined in a manner andpursuant to documentation satisfactory to Agent, in its reasonable creditjudgment) or (iii) 50.00% of Eligible Inventory, plus (d) the lesserof (i) 40,000,000, or (ii) 100.00% of the fair market value of EligibleCash Collateral, and less, in each case, such reserves as Agent in itsreasonable credit judgment may elect to establish.  ‘Dilution Reserve’ means, as of any date of determination, areserve for the amount by which the total dilution of Accounts exceeds fivepercent (5%); with dilution referring to all actual and potential offsets to anAccount, including, without limitation, customer payment and/or volumediscounts, write-offs, credit memoranda, returns and allowances, and billingerrors.  The Dilution Reserve shall beadjusted after each field examination audit of the Collateral conducted byAgent or any authorized representative designated by Agent.”

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**2.02        Amendment toSection 2.1(H) of the Loan Agreement.**  Effective as of the date hereof, the secondsentence of Section 2.1(H)(1) of the Loan Agreement is herebyamended by deleting it in its entirety and substituting the following sentencetherefor:

 

“The aggregate amount of Letter of Credit Liabilitywith respect to all Lender Letters of Credit outstanding at any time shall notexceed $40,000,000.00.”

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**2.03        Amendment tothe Signature Page of the Loan Agreement.**  Effective as of the date hereof, thesignature page of the Loan Agreement is hereby amended such that the referenceto the dollar amount of the Revolving Loan Commitment thereon shall be“$40,000,000.00”.

 

**ARTICLEIII**

**CONDITIONSPRECEDENT**

 

**3.01        Conditionsto Effectiveness.** Notwithstanding anything herein to the contrary, the effectiveness ofthis Amendment is subject to the satisfaction of the following conditionsprecedent, unless specifically waived in writing by Agent:

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(a)           Agent shall have received, in formand substance satisfactory to Agent and duly executed by Borrower,(i) this Amendment and (ii) such additional documents, instruments andinformation as Agent or its legal counsel, Patton Boggs LLP, may request; and

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(b)           All corporate proceedings taken inconnection with the transactions contemplated by this Amendment and theagreements described in clause (a) above and all documents, instrumentsand other legal matters incident thereto shall be satisfactory to Agent and itslegal counsel, Patton Boggs LLP.

 

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**ARTICLEIV**

**NOWAIVER**

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**4.01       **Nothingcontained herein shall be construed as a waiver by Agent or any Lender of anycovenant or provision of the Loan Agreement, the other Loan Documents, thisAmendment, or of any other contract or instrument between Borrower, Agentand/or any Lender, and Agent’s or any Lender’s failure at any time or timeshereafter to require strict performance by Borrower of any provision thereofshall not waive, affect or diminish any right of Agent and/or any Lender tothereafter demand strict compliance therewith. Agent and Lenders hereby reserve all rights granted under the LoanAgreement, the other Loan Documents, this Amendment and any other contract orinstrument between Borrower, Agent and/or any Lender.

 

**ARTICLEV**

**RATIFICATIONS,REPRESENTATIONS AND WARRANTIES**

 

**5.01        Ratifications**.  The terms and provisions set forth in thisAmendment shall modify and supersede all inconsistent terms and provisions setforth in the Loan Agreement and the other Loan Documents, and except asexpressly modified and superseded by this Amendment, the terms and provisionsof the Loan Agreement and the other Loan Documents are ratified and confirmedand shall continue in full force and effect. Borrower, Agent and Lenders agree that the Loan Agreement and the otherLoan Documents, as amended hereby, shall continue to be legal, valid, bindingand enforceable in accordance with their respective terms.

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**5.02        Representationsand Warranties**. Borrower hereby represents and warrants to Agent and Lenders that(a) the execution, delivery and performance of this Amendment and any andall other Loan Documents executed and/or delivered in connection herewith havebeen authorized by all requisite corporate action on the part of Borrower andwill not violate the Certificate of Incorporation or Bylaws of Borrower;(b) the representations and warranties contained in the Loan Agreement, asamended hereby, and any other Loan Document are true and correct on and as ofthe date hereof and on and as of the date of execution hereof as though made onand as of each such date; (c) no Event of Default or Default under theLoan Agreement has occurred and is continuing, unless such Event of Default orDefault has been specifically waived in writing by Lenders; and(d) Borrower is in full compliance with all covenants and agreementscontained in the Loan Agreement and the other Loan Documents, as amendedhereby.

 

**ARTICLEVI**

**MISCELLANEOUSPROVISIONS**

 

**6.01        Survival of Representations andWarranties**.  Allrepresentations and warranties made in the Loan Agreement or any other LoanDocument, including, without limitation, any document furnished in connectionwith this Amendment, shall survive the execution and delivery of this Amendmentand the other Loan Documents, and no investigation by Agent or any Lender orany closing shall affect the representations and warranties or the right ofAgent or any Lender to rely upon them.

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**6.02        Reference toLoan Agreement**.  Eachof the Loan Documents, including the Loan Agreement and any and all otheragreements, documents or instruments now or hereafter executed

 

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and delivered pursuant to the terms hereof or pursuant to the terms ofthe Loan Agreement, as amended hereby, are hereby amended so that any referencein such Loan Documents to the Loan Agreement shall mean a reference to the LoanAgreement, as amended hereby.

 

**6.03        Expenses ofAgent**.  As provided inthe Loan Agreement, Borrower agrees to promptly pay all fees, costs andexpenses incurred by Agent (including attorneys’ fees and expenses, theallocated cash of Agent’s internal legal staff and fees of environmentalconsultants, accountants and other professionals retained by Agent) incurred inconnection with the review, negotiation, preparation, documentation andexecution of this Amendment.

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**6.04        Severability**.  Any provision of this Amendment held by acourt of competent jurisdiction to be invalid or unenforceable shall not impairor invalidate the remainder of this Amendment and the effect thereof shall beconfined to the provision so held to be invalid or unenforceable.

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**6.05        Successorsand Assigns**.  ThisAmendment is binding upon and shall inure to the benefit of Agent and Lendersand Borrower and their respective successors and assigns, except Borrower maynot assign or transfer any of its rights or obligations hereunder without theprior written consent of Agent and Lenders.

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**6.06        Counterparts**.  This Amendment may be executed in one ormore counterparts, each of which when so executed shall be deemed to be anoriginal, but all of which when taken together shall constitute one and thesame instrument.

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**6.07        Effect ofWaiver**.  No consent orwaiver, express or implied, by Agent or any Lender to or for any breach of ordeviation from any covenant or condition by Borrower shall be deemed a consentto or waiver of any other breach of the same or any other covenant, conditionor duty.

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**6.08        Headings**.  The headings, captions, and arrangementsused in this Amendment are for convenience only and shall not affect theinterpretation of this Amendment.

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**6.09        Applicable Law.  THIS AMENDMENT AND ALL OTHER LOAN DOCUMENTSEXECUTED PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BEPERFORMABLE IN AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THELAWS 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 SUBJECTMATTER HEREOF ON THE DATE THIS AMENDMENT IS EXECUTED.  THE LOAN DOCUMENTS, AS AMENDED HEREBY, MAY NOT BE CONTRADICTED BYEVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THEPARTIES.  THERE ARE NOT UNWRITTEN ORALAGREEMENTS BETWEEN THE PARTIES.  NOMODIFICATION, RESCISSION, WAIVER, RELEASE OR AMENDMENT OF ANY PROVISION OF THISAMENDMENT SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENT SIGNED BY BORROWER,LENDERS AND AGENT.**

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*[TheRemainder of this Page Intentionally Left Blank]*

 

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IN WITNESS WHEREOF, this Amendment has been dulyexecuted 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:                                      |   |
|        |                                             |  |  |  |  |

 
|   | Fifth Amendment to Loan  and Security Agreement  9140.117:234729 |
|--------|------------------------------------------------------------------|

 

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**CONSENT AND RATIFICATION**

 

Each of the undersigned hereby consents to the termsof the within and foregoing Amendment, confirms and ratifies the terms of itsguaranty agreement relating to the Obligations and each Loan Document it hasexecuted in connection with the Obligations (collectively, the “LoanDocuments”) and acknowledges that the Loan Documents to which it is a partyare 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 undersuch Loan Documents, that its consent is not required to the effectiveness ofthe within and foregoing Amendment, and that no consent by it is required forthe effectiveness of any future amendment, modification, forbearance or otheraction with respect to the Loans, the collateral securing the Obligations, orany of the other Loan Documents.

 
|   |   | WELSH, CARSON, ANDERSON & STOWE VIII, L.P., |
|--------|--------|-------------------------------------------------|
|   |   | a Delaware limited partnership                  |
|   |   |                                            |
|   |   | By:                                             | WCAS VIII Associates, L.L.C., its General Partner |
|   |   |                                            |
|   |   |                                            | By: |   |
|   |   |                                            | Name: |   |
|   |   |                                            | Title: |   |
|   |   |                                            |
|   |   |                                            |
|   |   | 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:                             |   |

 
| Fifth Amendment to Loan  Agreement | 9140.117:234729 |
|------------------------------------|-----------------|

 

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