0001047469-07-006209 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 8th, 2007 • Banctec Inc • Computer peripheral equipment, nec • New York

This Agreement is made pursuant to the Purchase/Placement Agreement (the "Purchase/Placement Agreement"), dated as of June 20, 2007, by and among the Company and FBR in connection with the purchase and sale or placement of an aggregate of 46,575,000 shares of the Company's common stock (including the sale of 6,075,000 additional allotment option shares). In order to induce FBR to enter into the Purchase/Placement Agreement, the Company has agreed to provide the registration rights provided for in this Agreement to FBR, the Participants, and their respective direct and indirect transferees. The execution of this Agreement is a condition to the closing of the transactions contemplated by the Purchase/Placement Agreement.

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EMPLOYMENT AGREEMENT
Employment Agreement • August 8th, 2007 • Banctec Inc • Computer peripheral equipment, nec

THIS AGREEMENT ("Agreement"), dated as of the Effective Date, between BancTec, Inc., a Delaware corporation (the "Company"), and Mark D. Fairchild (the "Executive" or "you").

PURCHASE/PLACEMENT AGREEMENT
Purchase/Placement Agreement • August 8th, 2007 • Banctec Inc • Computer peripheral equipment, nec • New York

Y Asesorias Profesionales Zegers & Echavarri LTDA, dated as of August 9, 2004, between Heller Financial, Inc. BancTec, Inc. and BTI Technologies LP.

Form Of BancTec, Inc. 2007 Equity Incentive Plan Restricted Stock Award Agreement
Restricted Stock Award Agreement • August 8th, 2007 • Banctec Inc • Computer peripheral equipment, nec • Delaware
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 8th, 2007 • Banctec Inc • Computer peripheral equipment, nec • Illinois

THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is entered into on November 27, 2002 (the "Effective Date"), by and among BancTec, Inc., a Delaware corporation ("BancTec") (BancTec being hereinafter sometimes referred to as the "Original Borrower"), and BTI Technologies L.P., a Texas limited partnership ("BTI Tech") (BTI Tech being hereinafter sometimes referred to as the "Additional Borrower," and Original Borrower, together with Additional Borrower, being hereinafter sometimes individually and collectively referred to as the "Borrower"), as governed by the provisions of Section 10.19, Section 10.20 and Section 10.21 of the Loan Agreement (as hereinafter defined), Heller Financial, Inc., a Delaware corporation (in its individual capacity, "Heller") and as the Agent ("Agent"), and the financial institution(s) listed on the signature pages hereof and their respective successors and Eligible Assignees (Heller and each such other financial institution being hereina

Form Of BancTec, Inc. 2007 Equity Incentive Plan Option Award Agreement
Option Award Agreement • August 8th, 2007 • Banctec Inc • Computer peripheral equipment, nec • Delaware
Form Of BancTec, Inc. 2007 Equity Incentive Plan Option Award Agreement
Option Award Agreement • August 8th, 2007 • Banctec Inc • Computer peripheral equipment, nec • Delaware
Form Of LOCK-UP AGREEMENT June 27, 2007
Lock-Up Agreement • August 8th, 2007 • Banctec Inc • Computer peripheral equipment, nec • New York

or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or other consideration. In addition, if (a) during the last 17 days of any Lock-Up Period, (1) the Company releases earnings results or (2) material news or a material event relating to the Company occurs, or (b) prior to the expiration of any Lock-Up Period, the Company announces that it will release earnings results during the 16-day period following the last day of such Lock-Up Period, then in each case such Lock-Up Period will be extended (the "Extended Lock-Up Period"), and the restrictions imposed by this agreement (the "Lock-Up Agreement") shall continue to apply, until the expiration of the 18-day period beginning on the date of the release of the earnings results or the occurrence of material news or a material event relating to the Company, as the case may be, unless FBR waives, in writing, such extension.

NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 8th, 2007 • Banctec Inc • Computer peripheral equipment, nec • Illinois

THIS NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (hereinafter, this "Amendment") is executed on this 31st day of March, 2006, 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").

REDEMPTION AND PURCHASE AGREEMENT
Redemption and Purchase Agreement • August 8th, 2007 • Banctec Inc • Computer peripheral equipment, nec • Delaware

This redemption and purchase agreement (the "Agreement") is made and entered into as of this 27th day of June, 2007, by and between BancTec, Inc., a Delaware corporation (the "Company"), and BancTec Intermediate Holding, Inc., a Delaware corporation ("BancTec Intermediate").

TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 8th, 2007 • Banctec Inc • Computer peripheral equipment, nec • Illinois

THIS TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (hereinafter, this "Amendment") is executed on this 6th day of October, 2006, 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").

CONSENT AND SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 8th, 2007 • Banctec Inc • Computer peripheral equipment, nec • Illinois

THIS CONSENT AND SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (hereinafter, this "Amendment") is executed on this 14th 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").

SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 8th, 2007 • Banctec Inc • Computer peripheral equipment, nec • Illinois

THIS SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (hereinafter, this "Amendment") is executed effective as of September 1, 2003 ("Effective Date"), 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").

THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 8th, 2007 • Banctec Inc • Computer peripheral equipment, nec • Illinois

THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (hereinafter, this "Third Amendment") is executed this 30th day of July, 2002, by and among BANCTEC, INC., a Delaware corporation, ("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"), to be effective as of the date hereinafter specified.

LOAN AND SECURITY AGREEMENT DATED AS OF MAY 30, 2001 between BANCTEC, INC., as Borrower, HELLER FINANCIAL, INC., as Agent and as Lender, and The Financial Institution(s) Listed on the Signature Pages Hereof, as Lenders
Loan and Security Agreement • August 8th, 2007 • Banctec Inc • Computer peripheral equipment, nec • Illinois

This AGREEMENT is dated as of May 30, 2001 and entered into among BANCTEC, INC., a Delaware corporation ("Borrower"), the financial institution(s) listed on the signature pages hereof, and their respective successors and Eligible Assignees (each individually a "Lender" and collectively "Lenders") and HELLER FINANCIAL, INC., a Delaware corporation (in its individual capacity, "Heller"), for itself as a Lender and as Agent.

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 8th, 2007 • Banctec Inc • Computer peripheral equipment, nec • Illinois

THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (hereinafter, this "First Amendment") is executed this 8th day of November, 2001, by and among BANCTEC, INC., a Delaware corporation, ("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 ("Heller"), for itself as Lender and as Agent, to be effective as of the respective date hereinafter specified.

ELEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 8th, 2007 • Banctec Inc • Computer peripheral equipment, nec • Illinois

THIS ELEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (hereinafter, this "Amendment") is executed on this 21st day of March, 2007, 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").

FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 8th, 2007 • Banctec Inc • Computer peripheral equipment, nec • Illinois

THIS FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (hereinafter, this "Amendment") is executed effective as of May 7, 2003, by and among BANCTEC, INC., a Delaware corporation ("BancTec"), BTI Technologies L.P., a Texas limited partnership ("BIT 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"), to be effective as of the respective date hereinafter specified.

Contract
Loan and Security Agreement • August 8th, 2007 • Banctec Inc • Computer peripheral equipment, nec
2nd AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 8th, 2007 • Banctec Inc • Computer peripheral equipment, nec

This 2nd AMENDMENT TO LOAN AND SECURITY AGREEMENT ("Amendment") is dated as of February 5, 2002 and is entered into by and between BancTec, Inc. ("Borrower"), Heller Financial, Inc., in its capacity as Agent for the Lenders party to the Loan and Security Agreement described below ("Agent"), and the Lenders which are signatories hereto.

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