**Exhibit 10.2**

**FIRST AMENDMENT TOLOAN AND SECURITY AGREEMENT**

 

**THISFIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT** (hereinafter, this “First Amendment”) isexecuted this 8th day of November, 2001, by and among BANCTEC, INC., a Delawarecorporation, (“Borrower”), the financial institution(s) listed on thesignature pages hereof, and their respective successors and Eligible Assignees(each individually as “Lender” and collectively “Lenders”) andHELLER FINANCIAL, INC., a Delaware corporation (“Heller”), for itself asLender and as Agent, to be effective as of the respective date hereinafterspecified.

**RECITALS**

**WHEREAS**, Borrower and Heller are parties to thatcertain Loan and Security Agreement, dated as of May 30, 2001, (as amended orotherwise modified in writing, the “Loan Agreement”); and

**WHEREAS**, Borrower and Heller desire to amend theLoan Agreement in the manner, and subject to the terms and conditions, providedbelow.

**NOW,THEREFORE,** inconsideration of the premises herein contained and other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,the parties, intending to be legally bound, agree as follows:

# **ARTICLE IDEFINITIONS**

**1.01**     Capitalized terms used in this FirstAmendment, to the extent not otherwise defined herein, shall have the samemeaning as in the Loan Agreement, as amended hereby.

 

**ARTICLE IIAMENDMENTS TO LOAN AGREEMENT; OTHER AGREEMENTS**

**2.01     Amendmentto Section 2.1(B) of the Loan Agreement.**  Effective as of the date hereof, the secondsentence of Section 2.1(B) of the Loan Agreement is hereby amended bydeleting it in its entirety and substituting the following sentence therefor:

 

“Theaggregate amount of the Revolving Loan Commitment shall not exceed at any time$60,000,000.00.”

 

**2.02     Amendmentto Section 2.1(H)(1) of the Loan Agreement.**  Effective as of the date hereof, thereference to “$5,000,000.00” contained in Section 2.1(H)(1) of the LoanAgreement is hereby deleted and “$20,000,000.00” is substituted in lieuthereof.

 

**2.03     Amendmentto Section 5.10 of the Loan Agreement. **Effective as of the date hereof, Section5.10 of the Loan Agreement is hereby deleted in its entirety.

 

**2.04     Amendment to Section 5.12 of theLoan Agreement.** Effective as of the date hereof, Section 5.12 of the LoanAgreement is hereby amended by deleting it in its entirety and substituting thefollowing therefor:

“Subject to the satisfaction of the followingconditions in a manner reasonably satisfactory to Agent, upon the request ofBorrower (which request may only be made if no Default or Event ofDefault is at such time in existence), BancTec (Canada), Inc. shall be includedas a “co-borrower” under this Agreement and the Accounts and Inventory ofBancTec (Canada), Inc. shall become eligible for consideration as components ofthe Borrowing Base:

(A)       Agentshall have completed all due diligence and analysis (including audits and fieldexaminations) deemed necessary by Agent in its credit judgment as to theapplicability and appropriateness of such Inventory and Accounts as possiblecomponents of the Borrowing Base and the results of such due diligence andanalysis shall be satisfactory to Agent, and Agent shall have completed all duediligence and analysis regarding BancTec (Canada), Inc. deemed reasonablynecessary by Agent and the results of such due diligence and analysis shall bereasonably satisfactory to Agent.

(B)       Agent,Borrower and BancTec (Canada), Inc. shall have agreed upon (i) the criteria foreligibility of such Accounts and Inventory as components of the Borrowing Base(which eligibility shall be subject to the overall limitation that sucheligible Accounts and such eligible Inventory are such Accounts and Inventorythat Agent, in its reasonable credit judgment, deems to be eligible forborrowing purposes), (ii) the terms upon which BancTec (Canada), Inc. willbecome a “co-borrower,” (iii) all reporting regarding such Accounts andInventory, the collection of such Accounts, and the other materialadministration procedures and provisions relating to such Accounts andInventory, and (iv) such other procedures and agreements as to such Accountsand Inventory typically required by an asset-based lender in this type ofcredit facility.

(C)       Agentshall have received all executed and issued documentation (in form and substancesatisfactory to Agent) necessary, in the judgment of Agent, to grant Agent, forthe benefit of Lenders, as security for the Obligations of BancTec (Canada),Inc., a perfected first priority Lien in the Accounts and Inventory of BancTec(Canada), Inc., and in such other property of BancTec (Canada), Inc. as shallbe required by Agent, provided that the amount of the Obligations secured bysuch collateral shall be limited to the extent necessary, if at all, to avoidconflict with the Unsecured Senior Notes Indenture.

(D)       Agentshall have received all executed and issued documentation (in form andsubstance satisfactory to Agent) necessary, in the judgment of Agent, to makeBancTec (Canada), Inc. a “co-borrower” under this Agreement.

(E)       Borrowershall be responsible for the payment of all fees and expenses (including thefees and expenses of Agent and counsel to Agent) relating to making BancTec(Canada), Inc. a co-borrower” under this Agreement, including, withoutlimitation, the effectuation of the above-described conditions precedent.”

**2.05     Amendment to Section 5.13 of theLoan Agreement.**  Effective asof June 30, 2001, Section 5.13 is hereby amended by deleting thereference to "the thirtieth (30th) day after the ClosingDate" contained therein and substituting in lieu thereof "November30, 2001".

 

**2.06     Amendment to Section 5.14 of theLoan Agreement.** Effective as of June 30, 2001, Section 5.14 is hereby amended bydeleting the reference to “the sixtieth (60th) day after the ClosingDate” contained therein and substituting in lieu thereof “July 31, 2001”.

**2.07     Amendment to Section 5.15 of theLoan Agreement.** Effective as of June 30, 2001, Section 5.15 is hereby amended bydeleting the reference to “the thirtieth (30th) day after theClosing Date” contained therein and substituting in lieu thereof “November 30,2001”.

**2.08     Amendment to Schedule 7.1 of the LoanAgreement**. Effective as of May 30, 2001, Schedule 7.1 to the Loan Agreementis hereby amended by deleting the reference to the dollar amount, “$12,955,000”and substituting therefor the dollar amount “$33,220,000.”

**2.09     Amendmentto the 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“$60,000,000.00”.

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**ARTICLE IIICONDITIONS PRECEDENT**

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**3.01**     **Conditions to Effectiveness.**  Notwithstanding anything herein to thecontrary, the effectiveness of this First Amendment is subject to thesatisfaction of the following conditions precedent, unless specifically waivedin writing by Heller:

(a)        Heller shall have received, in form andsubstance satisfactory to Heller and duly executed by Borrower, (i) this FirstAmendment and (ii) such additional documents, instruments and information asHeller or its legal counsel, Patton Boggs LLP, may request; and

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

**ARTICLE IVNO WAIVER**

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**4.01**     Except as set forth herein, 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, thisFirst Amendment, 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 First Amendment and any othercontract or instrument between Borrower, Agent and/or any Lender.

**ARTICLE VRATIFICATIONS, REPRESENTATIONS AND WARRANTIES**

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**5.01**     **Ratifications**.  The terms and provisions set forth in this First Amendment shallmodify and supersede all inconsistent terms and provisions set forth in theLoan Agreement and the other Loan Documents, and except as expressly modifiedand superseded by this First Amendment, the terms and provisions of the LoanAgreement and the other Loan Documents are ratified and confirmed and shallcontinue 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.

**5.02**     **Representations and Warranties**.  Borrower hereby represents and warrants toAgent that (a) the execution, delivery and performance of this First Amendmentand any and all other Loan Documents executed and/or delivered in connectionherewith have been authorized by all requisite corporate action on the part ofBorrower and will not violate the Certificate of Incorporation or Bylaws ofBorrower; (b) the representations and warranties contained in the LoanAgreement, as amended hereby, and any other Loan Document are true and correcton and as of the date hereof and on and as of the date of execution hereof asthough made on and as of each such date; (c) no Event of Default or Defaultunder the Loan Agreement has occurred and is continuing, unless such Event ofDefault or Default has been specifically waived in writing by Lender; and (d)Borrower is in full compliance with all covenants and agreements contained inthe Loan Agreement and the other Loan Documents, as amended hereby.

**ARTICLE VIMISCELLANEOUS PROVISIONS**

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**6.01**     **Survival of Representations and Warranties**.  All representations and warranties made inthe Loan Agreement or any other Loan Document, including, without limitation,any document furnished in connection with this First Amendment, shall survivethe execution and delivery of this First Amendment and the other LoanDocuments, and no investigation by Agent or any Lender or any closing shallaffect the representations and warranties or the right of Agent or any Lenderto rely upon them.

**6.02**     **Reference to Loan Agreement**.  Each of the Loan Documents, including theLoan Agreement and any and all other agreements, documents or instruments nowor hereafter executed and delivered pursuant to the terms hereof or pursuant tothe terms of the Loan Agreement, as amended hereby, are hereby amended so thatany reference in such Loan Documents to the Loan Agreement shall mean areference to the Loan Agreement, as amended hereby.

**6.03**     **Expenses of Agent**.  As provided in the Loan Agreement, Borroweragrees to promptly pay all fees, costs and expenses incurred by Agent(including attorneys’ fees and expenses, the allocated cash of Agent’s internallegal staff and fees of environmental consultants, accountants and otherprofessionals retained by Agent) incurred in connection with the review,negotiation, preparation, documentation and execution of this First Amendment.

**6.04**     **Severability**.  Any provision of this First Amendment held by a court ofcompetent jurisdiction to be invalid or unenforceable shall not impair orinvalidate the remainder of this First Amendment and the effect thereof shallbe confined to the provision so held to be invalid or unenforceable.

**6.05**     **Agent, Successors and Assigns**.  This First Amendment is binding upon andshall inure to the benefit of Agent and Lenders and Borrower and theirrespective successors and assigns, except Borrower may not assign or transferany of its rights or obligations hereunder without the prior written consent ofAgent and Lenders.

**6.06**     **Counterparts**.  This First Amendment may be executed in one or more counterparts,each of which when so executed shall be deemed to be an original, but all ofwhich 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 Lenderto or for any breach of or deviation from any covenant or condition by Borrowershall be deemed a consent to or waiver of any other breach of the same or anyother covenant, condition or duty.

**6.08**     **Headings**. The headings, captions, and arrangements used in this First Amendmentare for convenience only and shall not affect the interpretation of this FirstAmendment.

**6.09**     **Applicable Law. THIS FIRST AMENDMENT AND ALL OTHER LOAN DOCUMENTS EXECUTED PURSUANTHERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE IN AND SHALL BEGOVERNED 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 ENTIREEXPRESSION OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF ON THE DATETHIS FIRST AMENDMENT IS EXECUTED.  THELOAN 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 AGREEMENTSBETWEEN THE PARTIES.  NO MODIFICATION,RESCISSION, WAIVER, RELEASE OR AMENDMENT OF ANY PROVISION OF THIS FIRSTAMENDMENT SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENT SIGNED BY BORROWER,LENDERS AND AGENT.**

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[The Remainder of this Page Intentionally Left Blank]

 

 

IN WITNESSWHEREOF, this First Amendment to Loan and Security Agreement has been dulyexecuted as of the date first written above.

 

 
|   |   |   |   |   |   | **BANCTEC, INC.,**          |
|--------|--------|--------|--------|--------|--------|-----------------------------|
|   |   |   |   |   |   | as Borrower                 |
|   |   |   |   |   |   |                        |   |
|   |   |   |   |   |   | By:                         | /s/ Brian R.  Stone |
|   |   |   |   |   |   | Name:                       | Brian R.  Stone |
|   |   |   |   |   |   | Title:                      | Senior Vice  President and |
|   |   |   |   |   |   |                        | Chief  Financial Officer |
|   |   |   |   |   |   |                        |   |
|   |   |   |   |   |   |                        |   |
|   |   |   |   |   |   | **HELLER FINANCIAL, INC.,** |
|   |   |   |   |   |   | as Agent and  as a Lender   |
|   |   |   |   |   |   |                        |   |
|   |   |   |   |   |   | By:                         | /s/ Linda  Peddles |
|   |   |   |   |   |   | Name:                       | Linda  Peddles |
|   |   |   |   |   |   | Title:                      | Vice  President |
|        |        |        |        |        |        |                             |  |  |