EXHIBIT 10.1
CONSENT AND 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 hereinafter specified, by and among BANCTEC, INC., a
Delaware corporation ("BancTec"), BTI Technologies L.P., a Texas limited
partnership ("BTI Tech" and jointly and collectively with BancTec, the
"Borrower"), the financial institution(s) listed on the signature pages hereof,
and their respective successors and Eligible Assignees (each individually as
"Lender" and collectively "Lenders"), and HELLER FINANCIAL, INC., a Delaware
corporation, in its capacity as Agent for the Lenders ("Agent").
RECITALS
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 required pursuant to the Loan Agreement to deliver its monthly financials for
the periods ending January 2005 and February 2005;
WHEREAS, Borrower has also notified Agent that it desires to sell certain
Mortgaged Property located at (i) 4435 Spring Valley Road, Farmers Branch, Texas
and (ii) 14240 Midway Road, Farmers Branch, Texas (the "Proposed Sale
Transaction"); and
WHEREAS, Borrower, Agent and Lenders desire to consent to the Proposed Sale
Transaction and amend the Loan Agreement, in each case, in the manner, and
subject to the terms and conditions, provided below.
NOW, THEREFORE, in consideration of the premises herein contained and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties, intending to be legally bound, agree as follows:
ARTICLE I
DEFINITIONS
1.01
CAPITALIZED TERMS USED IN THIS AMENDMENT, TO THE EXTENT NOT
OTHERWISE DEFINED HEREIN, SHALL HAVE THE SAME MEANING AS IN THE LOAN AGREEMENT,
AS AMENDED HEREBY.
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
1
"AVAILABILITY" CONTAINED IN SECTION 11.1 OF THE LOAN AGREEMENT IS HEREBY AMENDED
AND RESTATED IN ITS ENTIRETY TO READ AS FOLLOWS:
"'AVAILABILITY' MEANS THE AMOUNT DETERMINED AS FOLLOWS: (I) THE EXCESS, IF ANY,
OF THE BORROWING BASE OVER THE SUM OF THE REVOLVING LOAN AND LETTER OF CREDIT
RESERVE, MINUS (II) THE REDUCED AVAILABILITY AMOUNT."
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 "REDUCED AVAILABILITY AMOUNT" IS HEREBY ADDED TO SECTION
11.1 OF THE LOAN AGREEMENT TO READ AS FOLLOWS:
"'REDUCED AVAILABILITY AMOUNT' MEANS, AT ANY TIME 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 ORDER FOR BORROWER TO BE IN
COMPLIANCE WITH THE FIXED CHARGE COVERAGE RATIO FOR SUCH QUARTER AFTER A FIXED
CHARGE COVERAGE RATIO TRIGGERING EVENT HAS OCCURRED."
2.03