0001104659-02-007055 Sample Contracts

FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • December 12th, 2002 • 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

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Re: LOAN AND SECURITY AGREEMENT—WAIVER, CONSENT AND AMENDMENT RELATING TO BANCTEC RESTRUCTURING
Banctec Inc • December 12th, 2002 • Computer peripheral equipment, nec

Reference is hereby made to that certain Loan and Security Agreement 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 (“Lender”) and HELLER FINANCIAL, INC., a Delaware corporation (“Agent”), as Agent for the Lender, dated as of May 30, 2001 (as amended or otherwise modified in writing, the “Loan Agreement”). Unless otherwise indicated, all terms used herein shall have the same meanings as in the Loan Agreement.

STOCK PURCHASE AGREEMENT dated as of November 27, 2002 between JAFCO MBO CO., LTD. as Buyer,
Stock Purchase Agreement • December 12th, 2002 • Banctec Inc • Computer peripheral equipment, nec • New York

AGREEMENT dated as of November 27, 2002 between JAFCO MBO Co., Ltd., a Japanese corporation (“Buyer”), JAFCO Co., Ltd., a Japanese corporation (“Buyer Guarantor”), BTC International Holdings, Inc., a Delaware corporation (“Seller”), and BancTec, Inc., a Delaware corporation (“Seller Guarantor”).

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