EXHIBIT 99.4
EXHIBIT A
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WCAS CAPITAL PARTNERS III, L.P.
000 Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
April 5, 1999
Colonial Acquisition Corp.
x/x Xxxxx, Xxxxxx, Xxxxxxxx & Xxxxx XXXX, X.X.
000 Xxxx Xxxxxx
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000-0000
Ladies and Gentlemen:
Reference is made to the Agreement and Plan of Merger, dated as of the
date hereof (the "Agreement"), between BancTec, Inc. (the "Company") and
Colonial Acquisition Corp. ("Acquisition"). Capitalized terms used and not
otherwise defined herein have the meanings ascribed to them in the Agreement.
This will confirm that, subject to the satisfaction or waiver of the
conditions precedent set forth in Sections 6.01 and 6.02 of the Agreement and
the other conditions described below, WCAS Capital Partners III, L.P. ("WCAS CP
III") will purchase or cause an affiliate or other person (together with WCAS CP
III, the "Sub Debt Investors") to purchase at the Effective Time, $160.0 million
in aggregate principal amount of senior subordinated notes ("Notes"); provided,
that such obligation shall be conditioned upon the Company entering into and
receiving the proceeds from the senior credit facility with Chase Securities
Inc. and Chase Bank of Texas, N.A. (collectively, "Chase") as described in and
substantially on the terms of the Commitment Letter dated April 5, 1999 from
Chase to Welsh, Carson, Xxxxxxxx & Xxxxx VIII, L.P.
We will be under no obligation under any circumstances to purchase
Notes in aggregate principal amount greater than $160.0 million.
Notwithstanding anything that may be expressed or implied in this
letter agreement, Acquisition, by its acceptance of the benefits hereof,
covenants, agrees and acknowledges that, no person other than WCAS CP III shall
have any obligation hereunder and that, notwithstanding that WCAS CP III and
certain of the other Sub Debt Investors may be partnerships, no recourse
hereunder or under any documents or instruments delivered in
connection herewith shall be had against any current or future officer, agent or
employee of WCAS CP III or of any other Sub Debt Investor, against any current
or future general or limited partner of WCAS CP III or of any other Sub Debt
Investor or against any current or future director, officer, employee, general
or limited partner, member, affiliate or assignee of any of the foregoing,
whether by the enforcement of any assessment or by any legal or equitable
proceeding, or by virtue of any statute, regulation or other applicable law, it
being expressly agreed and acknowledged that no personal liability whatsoever
shall attach to, be imposed on or otherwise be incurred by any current or future
officer, agent or employee of WCAS CP III or of any other Sub Debt Investor or
any current or future general or limited partner of WCAS CP III or of any Sub
Debt Investor or any current or future director, officer, employee, general or
limited partner, member, affiliate or assignee of any of the foregoing, as such
for any obligations of WCAS CP III or of any Sub Debt Investor under this letter
agreement or any documents or instruments delivered in connection herewith or
for any claim based on, in respect of or by reason of such obligations or their
creation.
Very truly yours,
WCAS CAPITAL PARTNERS III, L.P.
By WCAS CP III Associates L.L.C.,
General Partner
By /s/ Xxxxxx X. Xxxxxxxxx
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Managing Member
Accepted and Agreed to By:
COLONIAL ACQUISITION CORP.
By /s/ Xxxxxxx X. xx Xxxxxx
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Title: Vice President
