**EXHIBIT 10.1**

 

**CONSENTAND SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT**

 

**THIS CONSENT AND SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT**(hereinafter, this “Amendment”) is executed on this       day of May, 2005, to be effective as of the respective date hereinafterspecified, by and among BANCTEC, INC., a Delaware corporation (“BancTec”),BTI Technologies L.P., a Texas limited partnership (“BTI Tech” andjointly and collectively with BancTec, the “Borrower”), the financialinstitution(s) listed on the signature pages hereof, and their respectivesuccessors and Eligible Assignees (each individually as “Lender” andcollectively “Lenders”), and HELLER FINANCIAL, INC., a Delawarecorporation, in its capacity as Agent for the Lenders (“Agent”).

 

**RECITALS**

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**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”);

 

**WHEREAS,**Borrower,Agent and Lenders desire to amend the date by which Borrower is requiredpursuant to the Loan Agreement to deliver its monthly financials for theperiods ending January 2005 and February 2005;

 

**WHEREAS,**Borrowerhas also notified Agent that it desires to sell certain Mortgaged Propertylocated at (i) 4435 Spring Valley Road, Farmers Branch, Texas and (ii) 14240Midway Road, Farmers Branch, Texas (the “Proposed Sale Transaction”);and

 

**WHEREAS**, Borrower,Agent and Lenders desire to consent to the Proposed Sale Transaction and amendthe Loan Agreement, in each case, 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:

 

# **ARTICLE I**DEFINITIONS

 

## **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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# **ARTICLE II**AMENDMENTS TO LOAN AGREEMENT; OTHER AGREEMENTS

 

## **2.01       ****Amendment to Section 11.1 of the Loan Agreement;Amendment and Restatement of the Definition of “Availability”.** Effective as of May 14, 2005, the definition of

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## “Availability” contained in Section 11.1 of the LoanAgreement is hereby amended and restated in its entirety to read as follows:

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## “‘Availability’ means the amount determined asfollows: (i) the excess, if any, of the Borrowing Base over the sum of theRevolving Loan and Letter of Credit Reserve, minus (ii) the ReducedAvailability Amount.”

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## **2.02       ****Amendment to Section 11.1 of the Loan Agreement;Addition of the Definition of “Reduced Availability Amount”.** Effective as of the May 14, 2005, a new definition of “ReducedAvailability Amount” is hereby added to Section 11.1 of the Loan Agreement toread as follows:

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## “‘Reduced Availability Amount’ means, at anytime when Borrower is not in compliance with the Fixed Charge Coverage Ratio,the amount of increase in Operating Cash Flow which would be required in orderfor Borrower to be in compliance with the Fixed Charge Coverage Ratio for suchquarter after a Fixed Charge Coverage Ratio Triggering Event has occurred.”

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## **2.03        Amendment to Paragraph B of the Financial Covenants Rider tothe Loan Agreement. **Effective as of the May 14, 2005, ParagraphB of the Financial Covenants Rider to the Loan Agreement is hereby amendedand restated to read in its entirety to read as follows:

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## “B.          FixedCharge Coverage Ratio.  Upon theoccurrence of a Fixed Charge Coverage Ratio Triggering Event, Borrower shallnot permit its Fixed Charge Coverage Ratio for the time period ending on thelast day of each quarter during the period after a Fixed Charge CoverageTriggering Event has occurred to be less than 1.1 to 1.0.

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## For purposes of this Paragraph B of thisFinancial Covenants Rider, a “Fixed Charge Coverage Ratio Triggering Event”shall mean, the date on which (i) Borrower’s unrestricted cash on hand is lessthan $20,000,000 or (ii) the date on which the outstanding Revolving Loans aregreater than $250,000.”

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## Notwithstanding the foregoing, if Borrower fails tocomply with the Fixed Charge Coverage Ratio during any quarter and, after Agentimplements the Reduced Availability Amount, Borrower has Availability of $0 orgreater, then such noncompliance will not be a basis for a Default or an Eventof Default hereunder.

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## **2.04       ****Amendment to Schedule 11.1(B) of the LoanAgreement.**  Effective as of the May 14, 2005, Schedule11.1(B) of the Loan Agreement is hereby deleted in its entirety andreplaced with Schedule 11.1(B) attached hereto.

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## **2.05       ****Amendment to Paragraph A of the Reporting Rider to theLoan Agreement.**  Effective as of February 28, 2005, ParagraphA of the Reporting Rider is amended so that notwithstanding the wording ofsuch Paragraph A, the due date for each of the monthly financials forJanuary, 2005 and February, 2005 shall be April 13, 2005.

 

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# **ARTICLE III**CONDITIONS PRECEDENT

 

## **3.01        Conditions to 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)           Agentshall 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;

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### (b)           Allcorporate proceedings taken in connection with the transactions contemplated bythis Amendment and the agreements described in clause (a) above andall documents, instruments and other legal matters incident thereto shall besatisfactory to Agent and its legal counsel, Patton Boggs LLP; and

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### (c)           Agentshall have received the non-refundable amendment fee in the amount of $20,000,which shall be deemed fully earned as of the Effective Date.

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# **ARTICLE IV**CONSENT AND LIMITED WAIVER

 

## **4.01       **Uponthe effectiveness of this Amendment (including the satisfaction of theconditions set forth in Section 3.01 hereof) and the receipt of the saledocumentation between Borrower and the purchaser of Mortgaged Property and allother documents executed in connection therewith, in form and substanceacceptable to Agent, Agent and the Lenders hereby consent to the Proposed SaleTransaction which would otherwise cause a violation of Section 7.3 and agree torelease its lien on the Mortgaged Property being sold in such Proposed SaleTransaction.

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## **4.02       **Exceptas set forth in Section 4.01 hereof, nothing contained herein shall beconstrued as a waiver by Agent or any Lender of any covenant or provision ofthe Loan Agreement, the other Loan Documents, this Amendment, or of any othercontract or instrument between Borrower, Agent and/or any Lender, and Agent’sor any Lender’s failure at any time or times hereafter to require strictperformance by Borrower of any provision thereof shall not waive, affect ordiminish any right of Agent and/or any Lender to thereafter demand strictcompliance therewith.  Agent and Lendershereby reserve all rights granted under the Loan Agreement, the other LoanDocuments, this Amendment and any other contract or instrument betweenBorrower, Agent and/or any Lender.

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# **ARTICLE V**RATIFICATIONS, REPRESENTATIONS AND WARRANTIES

 

## **5.01        Ratifications**.  The terms andprovisions set forth in this Amendment shall modify and supersede allinconsistent terms and provisions set forth in the Loan Agreement and the otherLoan Documents, and except as expressly modified and superseded by thisAmendment, the terms and provisions of the Loan Agreement and the other LoanDocuments are ratified and confirmed and shall continue in full force andeffect.  Borrower, Agent and Lenders agreethat the Loan Agreement and the other Loan Documents, as amended hereby, shallcontinue to be legal, valid, binding and enforceable in accordance with theirrespective terms.

 

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## **5.02        Representations and Warranties**.  Borrowerhereby represents and warrants to Agent and Lenders that (a) theexecution, delivery and performance of this Amendment and any and all otherLoan Documents executed and/or delivered in connection herewith have beenauthorized by all requisite corporate action on the part of Borrower and willnot 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.

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# **ARTICLE VI**MISCELLANEOUS PROVISIONS

 

## **6.01        Survival of Representations and Warranties**. All representations and warranties made in the Loan Agreement or anyother Loan Document, including, without limitation, any document furnished inconnection with this Amendment, shall survive the execution and delivery ofthis Amendment and the other Loan Documents, and no investigation by Agent orany Lender or any closing shall affect the representations and warranties orthe right of Agent or any Lender to rely upon them.

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

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## **6.03        Expenses of Agent**.  As providedin the 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 provisionof this Amendment held by a court of competent jurisdiction to be invalid orunenforceable shall not impair or invalidate the remainder of this Amendmentand the effect thereof shall be confined to the provision so held to be invalidor unenforceable.

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## **6.05        Successors and 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**.  ThisAmendment may be executed in one or more counterparts, each of which when soexecuted shall be deemed to be an original, but all of which when takentogether shall constitute one and the same instrument.

 

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## **6.07        Effect of Waiver**.  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 arrangements used in this Amendment are for convenience only andshall not affect the interpretation of this Amendment.

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## **6.09        Applicable Law.  THISAMENDMENT AND ALL OTHER LOAN DOCUMENTS EXECUTED PURSUANT HERETO SHALL BE DEEMEDTO HAVE BEEN MADE AND TO BE PERFORMABLE IN AND SHALL BE GOVERNED BY ANDCONSTRUED 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 SUBJECTMATTER HEREOF ON THE DATE THIS AMENDMENT IS EXECUTED.  THE LOAN DOCUMENTS, AS AMENDED HEREBY, MAYNOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORALAGREEMENTS OF THE PARTIES.  THERE ARE NOTUNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. NO MODIFICATION, RESCISSION, WAIVER, RELEASE OR AMENDMENT OF ANYPROVISION OF THIS AMENDMENT SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENT SIGNEDBY BORROWER, LENDERS AND AGENT.**

 

*[The Remainder of this Page Intentionally Left Blank]*

 

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IN WITNESS WHEREOF, this Amendment has been duly executed as of thedate first written above.

 
|       | **BANCTEC,  INC.**              |
|------------|---------------------------------|
|       |                            |
|       |                            |
|       | By:                             |   |
|       | Name: J. Coley  Clark           |
|       | Title: Chief  Executive Officer |
| ** ** | ** **                      |
| ** ** | **BTI  TECHNOLOGIES, L.P.**     |
|       |                            |
|       | By:                             | **BANCTEC,  INC.**, its  General Partner |
|       |                            |
|       |                            |
|       |                            | By: |   |
|       |                            | Name: | J. Coley Clark |
|       |                            | Title: | Chief Executive  Officer |
|       | ** **                      |
|       | **HELLER  FINANCIAL, INC.,**    |
|       | as Agent and  Sole Lender       |
|       |                            |
|       | By:                             |   |
|       | Name:                           |   |
|       | Title:                          |   |
|            |                                 |  |  |  |

 

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**CONSENTAND RATIFICATION**

 

Each of the undersigned hereby consents to the terms of the within andforegoing Amendment, confirms and ratifies the terms of its guaranty agreementrelating to the Obligations and each Loan Document it has executed inconnection with the Obligations (collectively, the “Loan Documents”) andacknowledges that the Loan Documents to which it is a party are in full forceand effect and ratifies the same, that it has no defense, counterclaim, set-offor any other claim to diminish its liability under such Loan Documents, thatits consent is not required to the effectiveness of the within and foregoingAmendment, and that no consent by it is required for the effectiveness of anyfuture amendment, modification, forbearance or other action with respect to theLoans, the collateral securing the Obligations, or any of the other LoanDocuments.

 
|   | BTC  INTERNATIONAL HOLDINGS, INC.   |
|--------|-------------------------------------|
|   |                                |
|   |                                |
|   | By:                                 |   |
|   | Name:                               | J. Coley Clark |
|   | Title:                              | Chief Executive  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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Schedule 11.1(B)

 

Mortgaged Property

 

2701 Grauwyler Road, Irving Texas

(legal description attached)

 

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