**EXHIBIT10.1**

 

**SIXTHAMENDMENT TO LOAN AND SECURITY AGREEMENT**

 

**THISSIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT** (hereinafter, this “Amendment”) is executedeffective as of September 1, 2003 (“Effective Date”), by and amongBANCTEC, INC., a Delaware corporation (“BancTec”), BTI TechnologiesL.P., a Texas limited partnership (“BTI Tech” and jointly andcollectively with BancTec, the “Borrower”), the financial institution(s)listed on the signature pages hereof, and their respective successors andEligible Assignees (each individually as “Lender” and collectively “Lenders”),and HELLER FINANCIAL, INC., a Delaware corporation, in its capacity as Agentfor the Lenders (“Agent”).

 

**RECITALS**

 

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

 

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

 

**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:

 

**ARTICLEIDEFINITIONS**

 

## **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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**ARTICLEIIAMENDMENTS TO LOAN AGREEMENT; OTHER AGREEMENTS**

 

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

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### **(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 amendedand restated to read in its entirety as follows:**

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

 

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

 

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

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“‘LIBOR Margin’ shall mean (i) as of the SixthAmendment Effective Date, 2.50% per annum, and (ii) thereafter, as of eachAdjustment Date, commencing on November 1, 2003, the LIBOR Margin shall beadjusted, if necessary, to the applicable percent per annum set forth in thepricing table set forth on Schedule 2.2(A) hereto corresponding to the FixedCharge Coverage Ratio for the applicable Calculation Period.”

 

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

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“(D)        AuditFees.  Borrower agrees to pay all fees and expenses of the firm orindividual(s) engaged by Agent to perform audits of Borrower’soperations.  Notwithstanding the foregoing, if Agent uses its internalauditors to perform any such audit, Borrower agrees to pay to Agent, for itsown account, an audit fee with respect to each such audit equal to $750 perinternal auditor per day or any portion thereof, together with all out ofpocket expenses.  Exclusive of any audits performed in connection with thecredit facility initially established by this Agreement and the initialtransactions contemplated by this Agreement, as long as no Event of Default hasoccurred and is continuing and Borrower’s Availability at the end of each dayafter the Sixth Amendment Effective Date is at least $5,000,000.00, Borrowershall not be required to pay for more than one such audit during any Loan Yearof Borrower and the aggregate amount of audit fees required to be paid byBorrower during any Loan Year shall be limited to $25,000.00, but if an Eventof Default has occurred and is continuing or if at the end of any day after theSixth Amendment Effective Date Borrower’s Availability is less than$5,000,000.00, Borrower shall be required to pay for up to one such auditduring 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 LoanYear.”

 

## **2.03       Amendment to Section 4.25 of the Loan Agreement.**  Effective as ofthe Effective Date, Section 4.25 of the Loan Agreement is herebyamended and restated to read in its entirety as follows:

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“4.25       Collectionof Accounts and Payments.  Borrower shall establish lockboxes andblocked accounts (collectively, ‘Blocked Accounts’) in Borrower’s name withsuch banks (‘Collecting Banks’) as are acceptable to Agent (subject toirrevocable instructions acceptable to Agent as hereinafter set forth) to whichall account debtors shall directly remit all payments on Accounts and in whichBorrower will immediately deposit all payments made for Inventory or otherpayments

 

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constituting proceeds of Collateral in the identicalform in which such payment was made, whether by cash or check.  TheCollecting Banks shall acknowledge and agree, in a manner satisfactory toAgent, that all payments made to the Blocked Accounts are the sole andexclusive property of Agent, for its benefit and for the benefit of Lenders,and that the Collecting Banks have no right to setoff against the BlockedAccounts and that all such payments received will be promptly transferred toAgent’s Account subject to the payment of the collecting Banks’ fees,chargebacks and other customary exceptions, to the extent, if any, provided forin the documentation establishing the Blocked Accounts.  Borrower herebyagrees that all payments made to such Blocked Accounts or otherwise received byAgent and whether on the Accounts or as proceeds of other Collateral orotherwise will be the sole and exclusive property of Agent, for the benefit ofitself and Lenders.  Borrower shall irrevocably instruct each CollectingBank to promptly transfer all payments or deposits to the Blocked Accounts intoAgent’s Account.  If Borrower, or any if its Affiliates, employees, agentsor 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 ofAccounts or other Collateral, Borrower or such Person shall hold suchinstrument 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 BlockedAccounts or to Agent at its address set forth in subsection 10.3below.  Notwithstanding anything set forth above, effective as ofSeptember 15, 2003, Agent shall notify each Collecting Bank to transfer all paymentsor deposits made to the Blocked Account to Borrower’s account as set forth insuch notice; provided, however, if at any time thereafterBorrower’s Availability is less than $5,000,000.00 or if a Default or an Eventof Default occurs, Agent shall have the right to notify each Collecting Bank torevert back to the prior procedure set forth in this Section 4.25 and tohave such funds transferred to the Agent’s Account.

 

Borrower may amend any one or more of the Schedulesreferred in this Section 4 (subject to prior notice to Agent, asapplicable) and any representation, warranty, or covenant contained hereinwhich refers to any such Schedule shall from and after the date of any suchamendment refer to such Schedule as so amended; providedhowever,that in no event shall the amendment of any such Schedule constitute a waiverby Agent and Lenders of any Default or Event of Default that existsnotwithstanding the amendment of such Schedule.”

 

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

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

 

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

 

## **2.05       Amendment to Schedule 2.2(A).**  Effective as of theEffective Date, Schedule 2.2(A) to the Loan Agreement (PricingTable) 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 theEffective 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 CapitalLease is entered into) and other contracts with respect to fixed assetsinitially capitalized on Borrower’s or any Subsidiary’s balance sheet preparedin accordance with GAAP (which shall be considered to be expended in full onthe date such contract is entered into) (excluding, in each case, expendituresfor trade-ins and replacement of assets to the extent funded with casualtyinsurance or condemnation proceeds) shall be reported by Borrower to Agent andLenders 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 deliveredpursuant to Paragraph (C) of the Reporting Rider.

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**ARTICLEIIICONDITIONS PRECEDENT**

 

## **3.01       Conditions to Effectiveness.**  Notwithstanding anythingherein to the contrary, the effectiveness of this Amendment is subject to thesatisfaction of the following conditions precedent, unless specifically waivedin writing by Agent:

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### **(a)          Agent shall have received, in form and substance satisfactory to Agent and dulyexecuted by Borrower, (i) this Amendment and (ii) such additionaldocuments, instruments and information as Agent or its legal counsel, PattonBoggs LLP, may request; and**

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### **(b)          All corporate proceedings taken in connection with the transactionscontemplated by this Amendment and the agreements described in clause (a)above and all documents, instruments and other legal matters incident theretoshall be satisfactory to Agent and its legal counsel, Patton Boggs LLP.**

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**ARTICLEIVNO WAIVER**

 

## **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 herebyreserve all rights granted under the Loan Agreement, the other Loan Documents,this Amendment and any other contract or instrument between Borrower, Agentand/or any Lender.

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**ARTICLEVRATIFICATIONS, 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

 

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## **shall continue in full force andeffect.  Borrower, Agent and Lenders agree that the Loan Agreement and theother Loan Documents, as amended hereby, shall continue to be legal, valid,binding and enforceable in accordance with their respective terms.**

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## **5.02       Representations and Warranties**.  Borrower hereby representsand warrants to Agent and Lenders that (a) the execution, delivery andperformance of this Amendment and any and all other Loan Documents executedand/or delivered in connection herewith have been authorized by all requisitecorporate action on the part of Borrower and will not violate the Certificateof Incorporation or Bylaws of Borrower; (b) the representations andwarranties contained in the Loan Agreement, as amended hereby, and any otherLoan Document are true and correct on and as of the date hereof and on and asof 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 occurredand is continuing, unless such Event of Default or Default has beenspecifically waived in writing by Lenders; and (d) Borrower is in fullcompliance with all covenants and agreements contained in the Loan Agreementand the other Loan Documents, as amended hereby.

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**ARTICLEVIMISCELLANEOUS PROVISIONS**

 

## **6.01       Survival of Representations and Warranties**.  All representations andwarranties 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 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.

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## **6.02       Reference to Loan Agreement**.  Each of the Loan Documents,including the Loan Agreement and any and all other agreements, documents orinstruments now or hereafter executed and delivered pursuant to the termshereof or pursuant to the terms of the Loan Agreement, as amended hereby, arehereby amended so that any reference in such Loan Documents to the LoanAgreement shall mean a reference to the Loan Agreement, as amended hereby.

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## **6.03       Expenses of Agent**.  As provided in the Loan Agreement, Borrower agreesto promptly pay all fees, costs and expenses incurred by Agent (includingattorneys’ fees and expenses, the allocated cash of Agent’s internal legalstaff and fees of environmental consultants, accountants and otherprofessionals retained by Agent) incurred in connection with the review,negotiation, preparation, documentation and execution of this Amendment.

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## **6.04       Severability**.  Any provision of this Amendment held by a court ofcompetent jurisdiction to be invalid or unenforceable shall not impair orinvalidate 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       Successors and Assigns**.  This Amendment is binding upon and shallinure to the benefit of Agent and Lenders and Borrower and their respectivesuccessors and assigns, except Borrower may not assign or transfer any of itsrights or obligations hereunder without the prior written consent of Agent andLenders.

 

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## **6.06       Counterparts**.  This Amendment may be executed in one or morecounterparts, 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 sameinstrument.

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## **6.07       Effect of Waiver**.  No consent or waiver, express or implied, by Agentor any Lender to or for any breach of or deviation from any covenant orcondition by Borrower shall be deemed a consent to or waiver of any otherbreach of the same or any other covenant, condition or duty.

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## **6.08       Headings**.  The headings, captions, and arrangements used inthis Amendment are for convenience only and shall not affect the interpretationof this Amendment.

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## **6.09       Applicable Law.  THIS AMENDMENT AND ALL OTHER LOAN DOCUMENTS EXECUTEDPURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE IN ANDSHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OFILLINOIS.**

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## **6.10       Final Agreement.  THE LOAN DOCUMENTS, AS AMENDED HEREBY, REPRESENT THEENTIRE EXPRESSION OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF ONTHE DATE THIS AMENDMENT IS EXECUTED.  THE LOAN DOCUMENTS, AS AMENDEDHEREBY, MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS ORSUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NOT UNWRITTEN ORALAGREEMENTS BETWEEN THE PARTIES.  NO MODIFICATION, RESCISSION, WAIVER,RELEASE OR AMENDMENT OF ANY PROVISION OF THIS AMENDMENT SHALL BE MADE, EXCEPTBY A WRITTEN AGREEMENT SIGNED BY BORROWER, LENDERS AND AGENT.**

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IN WITNESS WHEREOF, thisAmendment 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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**CONSENTAND RATIFICATION**

 

Each of the undersignedhereby consents to the terms of the within and foregoing Amendment, confirmsand ratifies the terms of its guaranty agreement relating to the Obligationsand each Loan Document it has executed in connection with the Obligations(collectively, the “Loan Documents”) and acknowledges that the LoanDocuments to which it is a party are in full force and effect and ratifies thesame, that it has no defense, counterclaim, set–off or any other claim todiminish its liability under such Loan Documents, that its consent is notrequired to the effectiveness of the within and foregoing Amendment, and thatno consent by it is required for the effectiveness of any future amendment,modification, forbearance or other action with respect to the Loans, thecollateral 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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