EXHIBIT 4.3
SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE, dated as of October 12, 1995 by and between
Recognition International Inc. (the "Company"), formerly Recognition Equipment
Incorporated, a corporation duly organized under the laws of the State of
Delaware, having its principal office at 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxxx, Xxxxx
00000, BancTec, Inc. ("Banctec"), a corporation duly organized under the laws of
the State of Delaware, having its principal office at 0000 Xxxxxx Xxxxxx Xxxx,
Xxxxxx, Xxxxx 00000 and Texas Commerce Bank National Association, as successor
trustee to MTrust Corp., as successor trustee to MBank Dallas, National
Association (together with any successor trustee, the "Trustee"), having its
principal corporate trust office at 0000 Xxxx Xxxxxx, Xxxxxx, Xxxxx 00000.
W I T N E S S E T H:
WHEREAS, the Company has heretofore executed and delivered to the Trustee
an Indenture dated as of April 3, 1986, as amended by that certain First
Supplemental Indenture dated as of November 1, 1987 (together, the "Original
Indenture"), pursuant to which the Company issued $51,750,000 aggregate
principal amount of its 7 1/4% Convertible Subordinated Debentures due 2011 (the
"Debentures"); and
WHEREAS, Section 9.01(a) of the Original Indenture provides that the
Company and the Trustee may, without the consent of the Debentureholders, enter
into a supplemental indenture to, among other things, evidence the succession of
another corporation to the Company and the assumption by such successor of the
covenants of the Company contained in the Indenture; and
WHEREAS, the Company has entered into an Agreement and Plan of Merger (the
"Agreement"), dated as of May 19, 1995, by and among BancTec, BTEC Merger
Subsidiary, Inc. and the Company, pursuant to which BTEC Merger Subsidiary, Inc.
will be merged with and into the Company with the Company being the surviving
entity and a wholly-owned subsidiary of BancTec (the "Merger"); and
WHEREAS, the Company desires to amend the Original Indenture pursuant to
Section 14.06 to provide for conversion rights of the Debentureholders in
connection with the Merger; and
WHEREAS, pursuant to this Second Supplemental Indenture the Debentures
shall be convertible into common stock of BancTec in the same ratio and on the
same terms as referenced in Article 3 of the Agreement and subject to all
provisions, rights and privileges of the Agreement; and
WHEREAS, the Company has duly authorized the execution and delivery of this
Second Supplemental Indenture;
NOW, THEREFORE, in consideration of the foregoing premises and intending to
be legally bound, the Company, BancTec and the Trustee hereby amend and
supplement the Original Indenture as follows:
Section 1 Confirmation of Original Indenture. Except as amended and
supplemented hereby, the Original Indenture is hereby ratified, confirmed and
reaffirmed in all respects. The Original Indenture and this Second Supplemental
Indenture shall be read, taken and construed as one and the same instrument.
Section 2 Definitions. The use of terms herein is in accordance with
the definitions, uses and constructions contained in the Original Indenture.
Section 3 Amendments to Article XIV. Section 14.01 of the Original
Indenture is hereby amended so that, as amended, such paragraph shall read in
its entirety as follows:
"Section 14.01. Conversion Privilege.
Subject to and upon compliance with the provisions of this Article
XIV, the Holder of any Debenture shall have the right, at his option, at
any time prior to the close of business on April 15, 2011 (or if such day
is not a Business day, on the immediately preceding Business day), or in
case such Debenture or portion thereof is called for redemption, then, in
respect of such Debenture or portion thereof called for redemption, until
and including but not later than the close of business on the third
Business day immediately preceding the Redemption Date (unless the Company
shall default in the payment of the Redemption Price thereof, in which case
at any time prior to the close of business on the date of actual
redemption), to convert the principal amount of such Debenture, or any
portion of such principal amount (which shall be $1,000 or an integral
multiple thereof), into fully paid and nonassessable shares of Common Stock
of BancTec, Inc. ("BancTec"), a Delaware corporation, in the ratio of .59
of a share of BancTec Common Stock to 1 share of the Common Stock of the
Company at the Conversion Price in effect at the Date of Conversion (as
defined in Section 14.02), and subject to all provisions, rights and
privileges of the Agreement and Plan of Merger, dated as of May 19, 1995,
by and among BancTec, BTEC Merger Subsidiary, Inc. and Recognition
International, Inc."
Section 4 Miscellaneous.
(a) Execution as Supplemental Indenture. This Second Supplemental
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Indenture is executed and shall be construed as an indenture supplemental to the
Original Indenture and, as provided in the Original Indenture, this Second
Supplemental Indenture forms a part thereof.
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(b) Counterparts. This Second Supplemental Indenture may be executed in
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any number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.
(c) Effect of Headings. The headings contained in this Second
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Supplemental Indenture are for convenience only and shall not be deemed to
affect the meaning or construction of any of the provisions hereof.
IN WITNESS WHEREOF, the Company, BancTec and the Trustee have caused this
Second Supplemental Indenture to be signed, sealed and attested on their behalf
by their duly authorized representatives, all as of the date first hereinabove
written, and each of the Company, BancTec and the Trustee hereby waive all
required prior notices to the execution and delivery of this Second Supplemental
Indenture.
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Attest: RECOGNITION INTERNATIONAL INC.
_____________________________
Secretary
By:__________________
(Seal)
Name:________________
Title:_______________
BANCTEC, INC.
Attest:
_____________________________
Secretary
By:__________________
(Seal)
Name:________________
Title:_______________
Attest:
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION
_____________________________
Trust Officer
By:_______________________________
(Seal)
Name:________________
Title:_______________
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