ON THE SENIOR SUBORDINATED NOTE FROM THE CASH PROCEEDS OF THE BTJ SALE AND
CONTINUING THROUGH THE FORTY-FIFTH (45TH) DAY AFTER SUCH DATE TO AT ANY TIME BE
LESS THAN $7,500,000."
SECTION 2.18
REFERENCES TO "GUARANTOR".
EFFECTIVE AS OF THE EFFECTIVE
DATE, ALL REFERENCES IN THE LOAN AGREEMENT TO "GUARANTOR" SHALL BE DEEMED TO
ALSO BE REFERENCES TO BANCTEC UPPER-TIER HOLDING, LLC AND TO BANCTEC
INTERMEDIATE HOLDING, INC.
SECTION 2.19
AMENDMENT FEE.
IN CONSIDERATION FOR THE AGREEMENTS SET FORTH
HEREIN, BORROWER AGREES TO PAY AGENT, FOR AGENT'S BENEFIT AND FOR THE BENEFIT OF
LENDERS, AN AMENDMENT FEE OF $25,000, WHICH FEE SHALL BE (I) DEEMED FULLY EARNED
ON THE DATE HEREOF, (II) NON-REFUNDABLE, AND (III) DUE AND PAYABLE IN FULL ON
THE DATE HEREOF.
9
ARTICLE III.
CONDITIONS PRECEDENT
SECTION 3.01
CONDITION TO EFFECTIVENESS.
THE EFFECTIVENESS OF THIS
AMENDMENT IS SUBJECT TO THE SATISFACTION OF THE FOLLOWING CONDITIONS PRECEDENT
IN A MANNER AND PURSUANT TO DOCUMENTATION SATISFACTORY TO AGENT:
(A)
THE AGENT SHALL HAVE RECEIVED ALL OF THE FOLLOWING, EACH IN FORM
AND SUBSTANCE SATISFACTORY TO AGENT:
(I) THIS AMENDMENT, DULY EXECUTED BY THE
ORIGINAL BORROWER, THE ADDITIONAL BORROWER, THE AGENT, AND THE LENDERS, (II) A
CERTIFICATE OF THE SECRETARY OF EACH BORROWER ACKNOWLEDGING (A) THAT EACH
BORROWER'S BOARD OF DIRECTORS HAS ADOPTED, APPROVED, CONSENTED TO AND RATIFIED
RESOLUTIONS WHICH AUTHORIZE THE EXECUTION, DELIVERY AND PERFORMANCE BY EACH
BORROWER OF THIS AMENDMENT, AND ALL OTHER LOAN DOCUMENTS TO WHICH EACH BORROWER
IS OR IS TO BE A PARTY AND (B) THE NAMES OF THE OFFICERS OF EACH BORROWER
AUTHORIZED TO SIGN THIS AMENDMENT AND EACH OF THE OTHER LOAN DOCUMENTS TO WHICH
EACH BORROWER IS OR IS TO BE A PARTY HEREUNDER (INCLUDING THE CERTIFICATES
CONTEMPLATED HEREIN), TOGETHER WITH SPECIMEN SIGNATURES OF SUCH OFFICERS, (III)
A GUARANTY FROM NEWCO GUARANTEEING PAYMENT OF THE OBLIGATIONS, (IV) SECURITY
AGREEMENTS FROM NEWCO WHEREBY NEWCO GRANTS AGENT, FOR THE BENEFIT OF LENDERS, A
FIRST PRIORITY LIEN IN ALL ASSETS OF NEWCO, INCLUDING WITHOUT LIMITATION, A
FIRST PRIORITY LIEN IN THE PARTNERSHIP INTEREST OF NEWCO IN ADDITIONAL BORROWER,
(V) AN AMENDED AND RESTATED PLEDGE AGREEMENT FROM ORIGINAL BORROWER, WHEREBY
ORIGINAL BORROWER GRANTS AGENT, FOR THE BENEFIT OF LENDERS, A PERFECTED FIRST
PRIORITY LIEN IN ORIGINAL BORROWER'S PARTNERSHIP INTEREST IN ADDITIONAL BORROWER
AND CAPITAL STOCK IN NEWCO, WHICH LIEN SHALL BE IN ADDITION TO THE LIEN IN THE
CAPITAL STOCK OR EQUIVALENT OWNERSHIP INTEREST OF ORIGINAL BORROWER IN EACH OF
ITS SUBSIDIARIES PREVIOUSLY GRANTED BY ORIGINAL BORROWER TO AGENT, (VI) IF
SPECIFICALLY REQUESTED BY AGENT,A SECURITY AGREEMENT FROM ADDITIONAL BORROWER
COVERING THE INTELLECTUAL PROPERTY OF ADDITIONAL BORROWER, IN A FORM MATERIALLY
THE SAME AS SUCH OTHER INTELLECTUAL PROPERTY SECURITY AGREEMENTS PREVIOUSLY
EXECUTED BY ORIGINAL BORROWER, WHEREBY ADDITIONAL BORROWER GRANTS AGENT, FOR THE
BENEFIT OF LENDERS, A PERFECTED FIRST PRIORITY LIEN IN ALL CURRENTLY OR
HEREAFTER OWNED INTELLECTUAL PROPERTY OF ADDITIONAL BORROWER, (VII) A REVOLVING
NOTE IN THE FORM OF EXHIBIT C ATTACHED HERETO, DULY EXECUTED BY EACH BORROWER,
(VIII) SATISFACTORY EVIDENCE OF THE ORGANIZATION AND