EXHIBIT 99.2
WELSH, CARSON, XXXXXXXX & XXXXX VIII, L.P.
000 Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, X.X. 00000
April 5, 1999
Colonial Acquisition Corp.
x/x Xxxxx, Xxxxx, Xxxxxxxx & Xxxxx XXXX, X.X.
000 Xxxx Xxxxxx
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000-0000
BancTec, Inc.
0000 XXX Xxxxxxx
Xxxxxx, Xxxxx 00000
Ladies and Gentlemen:
Reference is made to the Agreement and Plan of Merger, dated as of the
date hereof (the "Agreement"), between Colonial Acquisition Corp.
("Acquisition") and BancTec, Inc. (the "Company"). Capitalized terms used
herein and not otherwise defined herein have the meanings given to them in the
Agreement.
We agree with Acquisition and the Company that, if at any time between
the date hereof and the Effective Time, Acquisition shall have any obligations
or liabilities, whether under the Agreement of otherwise, that cannot be
satisfied out of the assets of Acquisition, the undersigned shall make an equity
investment in Acquisition in an amount equal to such obligations or liabilities,
(i) up to $134,087,500 or (ii) in the event that an Independent Investor (as
hereinafter defined) agrees to invest in Acquisition in connection with an
Alternative Transaction (as hereinafter defined), up to $145.0 million, in each
case in the aggregate. Any such investment shall reduce by an equal amount any
investment commitment the undersigned may have to Acquisition. The
undersigned's obligation hereunder may be satisfied by an investment by any
other affiliate of Welsh, Carson, Xxxxxxxx & Xxxxx or a third party.
We also agree that we shall use our commercially reasonable efforts to
(i) consummate the Financing substantially on the terms of the Commitment
Letters, (ii) identify a third party that is independent of, and not affiliated
with Welsh, Carson, Xxxxxxxx & Xxxxx (the "Independent Investor"), which will
invest in Acquisition in a manner designed to permit the Merger to be
restructured to achieve recapitalization accounting treatment and (iii) effect
the purchase by Acquisition of 100% of the shares of Company Common Stock
outstanding immediately prior to the
Effective Time for the Cash Election Price (such restructured transaction being
referred to as the "Alternative Transaction"). We are highly confident that we
will obtain a definitive commitment from an Independent Investor prior to the
filing with the Securities and Exchange Commission of the Form S-4.
Notwithstanding anything that may be expressed or implied in the
foregoing provisions of this letter agreement, Acquisition and the Company, by
their acceptance of the benefits hereof, covenant, agree and acknowledge that no
person or entity other than Welsh, Carson, Xxxxxxxx & Xxxxx VIII, L.P. ("WCAS
VIII"), shall have any obligation hereunder and that, notwithstanding that WCAS
VIII is a partnership, no recourse hereunder shall be had against any current or
future officer, director, agent or employee of WCAS VIII, against any current or
future general or limited partner of WCAS VIII 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. Without limiting the generality of the foregoing, it
is expressly agreed and acknowledged that no personal liability whatsoever shall
attach to, be imposed on or otherwise incurred by any current or future officer,
agent or employee of WCAS VIII, any current or future general or limited partner
of WCAS VIII or any current or future dire tor, officer, employee, general or
limited partner, member affiliate or assignee of any of the foregoing, as such
for any obligations of WCAS VIII under this letter agreement or for any claim
based on, in respect of or by reason of such obligations or their creation.
Very truly yours,
WELSH, CARSON, XXXXXXXX &
XXXXX VIII, L.P.
By WCAS VIII Associates LLC
General Partner
By /s/ Xxxxxx X. Xxxxxxxxx
-----------------------------------------
Managing Member
Accepted and Agreed to By:
COLONIAL ACQUISITION CORP.
By /s/ Xxxxxxx X. xx Xxxxxx
-------------------------------
Title: Vice President
BANCTEC, INC.
By /s/ Xxx X. Xxxxxx
-------------------------------
Title: Senior Vice President
