EXHIBIT 10.2
FIRST AMENDMENT AND WAIVER
FIRST AMENDMENT AND WAIVER, dated as of January 21, 2000 (the "First
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Amendment"), to the Credit Agreement, dated as of July 22, 1999 (as amended,
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supplemented or otherwise modified, the "Credit Agreement"), among BANCTEC,
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INC., a Delaware corporation (the "Borrower"), the several banks and other
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financial institutions or entities from time to time parties thereto (the
"Lenders"), ABN AMRO Bank N.V., as Co-Agent, CHASE BANK OF TEXAS, N.A.
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("CHASE"), as syndication agent (in such capacity, the "Syndication Agent"), and
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CHASE BANK OF TEXAS, N.A., as administrative agent (in such capacity, the
"Administrative Agent").
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W I T N E S S E T H:
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WHEREAS, the Borrower, the Lenders, the Administrative Agent and the
Syndication Agent are parties to the Credit Agreement;
WHEREAS, the Borrower has requested certain amendments to the Credit
Agreement as set forth herein; and
WHEREAS, the Required Lenders have consented to the requested
amendments as set forth herein;
NOW THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereto hereby agree as follows:
1. Definitions. Terms defined in the Credit Agreement are used
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herein with the respective meanings given to them therein.
2. Amendments to Section 1 of the Credit Agreement. (a) Subsection
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1.1 of the Credit Agreement is hereby amended by (i) deleting in its entirety
the definition of Pricing Grid and, (ii) inserting the following new definition
in the appropriate alphabetical order:
"Pricing Grid": the pricing grid attached to the First Amendment as
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Exhibit A.
(b) Subsection 1.1 of the Credit Agreement is hereby further
amended by adding at the end of the definition of "Consolidated EBITDA" the
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following:
For any period of four consecutive fiscal quarters which includes the
fiscal quarter ended December 31, 1999, up to $2,000,000 in
extraordinary, unusual or non-recurring cash expenses or losses may be
added to Consolidated Net Income in determining Consolidated EBITDA.
3. Amendments to Section 6 of the Credit Agreement. (a) Section
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6.2(b) of the Credit Agreement is hereby amended by adding at the end of such
Section the following: "and (z) an accounts receivable aging report."
(b) Section 6.6 of the Credit Agreement is hereby amended by
deleting such Section in its entirety and substituting the following in lieu
thereof:
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6.6 Inspection of Property; Books and Records; Discussions. (a)
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Keep proper books of records and account in which entries in conformity
with GAAP and all Requirements of Law shall be made of all dealings and
transactions in relation to its business and activities.
(b) Permit representatives of any Lender to visit and
inspect any of its properties and examine and make abstracts from
any of its books and records at any reasonable time and as often
as may be reasonably be desired and to discuss the business,
operations, properties and financial and other condition of the
Borrower and its Subsidiaries with officers and employees of the
Borrower and its Subsidiaries and with its independent certified
public accountants. In the event multiple Lenders separately
request such a visit, inspection or discussion in substantially
the same time period, such Lenders shall comply with reasonable
requests by the Borrower to coordinate the same.
(c) Permit the Administrative Agent to conduct, or to
cause a third party to conduct, annual audits of the Collateral
(the "Annual Collateral Audit") at the expense of the Borrower
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and any of the Lenders may accompany the Administrative Agent and
participate in such audits to the extent desired by such Lender.
The Annual Collateral Audit may be performed by the
Administrative Agent's in-house audit and asset management review
staff. The Borrower agrees to pay to the Administrative Agent on
demand all fees, charges and out-of-pocket expenses of the
Administrative Agent in connection with each Annual Collateral
Audit, provided, however, that the Borrower shall not be
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obligated to reimburse the expenses for more than one Annual
Collateral Audit during any fiscal year, unless an Event of
Default is continuing, in which case the foregoing limitation
shall not apply.
4. Amendments to Section 7.1 of the Credit Agreement. (a) Section 7.1(a)
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of the Credit Agreement is hereby amended by deleting the table set forth
therein in its entirety, and inserting in lieu thereof the following:
Consolidated
Fiscal Period Leverage Ratio
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9/30/99 to 12/31/99 5.50 to 1.0
1/1/00 to 3/31/00 6.25 to 1.0
4/1/00 to 6/30/00 6.65 to 1.0
7/1/00 to 9/30/00 6.35 to 1.0
10/1/00 to 12/31/00 5.50 to 1.0
1/1/01 to 3/31/01 4.75 to 1.0
4/1/01 to 6/30/01 4.50 to 1.0
7/1/01 to 9/30/01 4.25 to 1.0
10/1/01 to 12/31/01 4.00 to 1.0
1/1/02 to 12/31/02 3.75 to 1.0
1/1/03 and thereafter 3.50 to 1.0
(b) Section 7.1(b) of the Credit Agreement is hereby amended by deleting
the table set forth therein in its entirety, and inserting in lieu thereof the
following:
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Consolidated
Fiscal Period Interest Coverage Ratio
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9/30/99 to 12/31/99 2.15 to 1.0
1/1/00 to 3/31/00 1.85 to 1.0
4/1/00 to 9/30/00 1.75 to 1.0
10/1/00 to 12/31/00 2.00 to 1.0
1/1/01 to 3/31/01 2.25 to 1.0
4/1/01 to 6/30/01 2.50 to 1.0
7/1/01 to 9/30/01 2.60 to 1.0
10/1/01 to 12/31/01 2.75 to 1.0
1/1/02 and thereafter 3.00 to 1.0
(c) Section 7.1(c) of the Credit Agreement is hereby amended
by deleting the table set forth therein in its entirety, and inserting in lieu
thereof the following:
Consolidated Fixed
Fiscal Period Charge Coverage Ratio
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9/30/99 to 12/31/99 0.75 to 1.0
1/1/00 to 3/31/00 0.50 to 1.0
4/1/00 to 9/30/00 0.35 to 1.0
10/1/00 to 12/31/00 0.75 to 1.0
1/1/01 to 3/31/01 1.15 to 1.0
4/1/01 to 6/30/01 1.35 to 1.0
7/1/01 to 9/30/01 1.45 to 1.0
10/1/00 to 12/31/01 1.55 to 1.0
1/1/02 and thereafter 1.75 to 1.0
5. Conditions to Effectiveness of this Amendment. This First
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Amendment shall become effective on and as of the date hereof upon the
satisfaction of the following conditions precedent (such date the "First
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Amendment Effective Date"):
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(a) The execution and delivery of the First Amendment by the
Borrower, the Administrative Agent and the Required Lenders.
(b) The Borrower shall have paid all fees and expenses in connection
with the First Amendment.
(c) No Default or Event of Default shall have occurred and be
continuing after giving effect to the amendments contemplated herein.
(d) Each of the representations and warranties made by the Loan
Parties and their Subsidiaries in or pursuant to the Loan Documents shall be
true and correct in all material respects on and as of the date hereof as if
made on and as of the date hereof, except for any representation and warranty
which is expressly made as of an earlier date, which representation and warranty
shall have been true and correct in all material respects as of such earlier
date.
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6. Waiver. The Lenders hereby waive (a) any violation, prior to the
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First Amendment Effective Date, of any covenant set forth in Section 7.1(a), (b)
or (c) as in effect prior to the First Amendment Effective Date and (b) any
Event of Default which has occurred by virtue of such violation. Any violation,
prior to the First Amendment Effective Date, of any covenant set forth in
Section 7.1(a), (b) or (c) shall not be deemed an Event of Default.
7. Amendment Fee. The Borrower agrees to pay to each Lender which
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executes and delivers this First Amendment to the Administrative Agent on or
prior to January 20, 2000 an amendment fee in an amount equal to 0.25% of the
amount of such Lender's Commitment, payable in immediately available funds on or
before the First Amendment Effective Date.
8. Miscellaneous.
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(a) Effect. Except as expressly amended hereby, all of the
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representations, warranties, terms, covenants and conditions of the Loan
Documents shall remain unamended and not waived and shall continue to be in full
force in effect.
(b) Counterparts. This First Amendment may be executed by one or
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more of the parties to this First Amendment on any number of separate
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. A set of the copies of this First
Amendment signed by all the parties shall be lodged with the Borrower and the
Administrative Agent.
(c) Severability. Any provision of this First Amendment which is
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prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
(d) Integration. This First Amendment and the other Loan
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Documents represent the agreement of the Loan Parties, the Administrative Agent
and the Lenders with respect to the subject matter hereof, and there are no
promises, undertakings, representations or warranties by the Administrative
Agent or any Lender relative to the subject matter hereof not expressly set
forth or referred to herein or in the other Loan Documents.
(e) GOVERNING LAW. THIS FIRST AMENDMENT AND THE RIGHTS AND
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OBLIGATIONS OF THE PARTIES UNDER THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment and Waiver to be duly executed and delivered by their proper and duly
authorized officers as of the day and year first above written.
BANCTEC, INC.
By:_______________________________
Name:
Title:
CHASE BANK OF TEXAS, N.A., as Administrative
Agent, Syndication Agent and as a Lender
By:_______________________________
Name:
Title:
ABN AMRO BANK N.V., as Co-Agent and as a Lender
By:_______________________________
Name:
Title:
By:_______________________________
Name:
Title:
BANK ONE, TEXAS, N.A.
By:_______________________________
Name:
Title:
By:_______________________________
Name:
Title:
By:_______________________________
Name:
Title:
BANK ONE, TEXAS, N.A.
By:_______________________________
Name:
Title:
By:_______________________________
Name:
Title:
By:_______________________________
Name:
Title:
COMERICA BANK
By:_______________________________
Name:
Title:
GUARANTY FEDERAL BANK, F.S.B.
By:_______________________________
Name:
Title:
NATIONAL CITY BANK OF KENTUCKY
By:_______________________________
Name:
Title:
XXXXX FARGO BANK (TEXAS), N.A.
By:_______________________________
Name:
Title:
