Exhibit 10.19  


500
West Monroe Street

Chicago, Illinois 60661

312-441-7000

Fax: 312-441-7367 







  







December 31, 2004 


Via Facsimile (972) 579-6448

BANCTEC, INC.

BTI Technologies L.P.

2701 East Grauwyler Road

Building #3

Irving, Texas 75061

Attention: Chief Financial Officer 



	Re:
	LOAN AND SECURITY AGREEMENT—DECEMBER 31, 2004 AMENDMENT TO PARAGRAPH B OF FINANCIAL COVENANTS RIDER TO LOAN AND SECURITY
AGREEEMENT




Ladies
and Gentleman: 


        Reference
is hereby made to that certain Loan and Security Agreement by and among BANCTEC, INC., a Delaware corporation
("BancTec"), BTI Technologies L.P., a Texas limited partnership ("BTI", together with BancTec,
collectively, the "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. 


        Borrower
hereby agrees and acknowledges that it has requested, effective as of December 31, 2004, that Agent and Lender agree to amend  Paragraph B of the Financial Covenants Rider to the Loan Agreement
to provide that the minimum Fixed Charge Coverage Ratio of Borrower for the
twelve month ending December 31, 2004, shall be no less than 1.10 to 1.00. 



        By
execution of this letter, the Agent and Lender hereby agree, effective December 31, 2004, to the revision to Paragraph B
of the Financial Covenants Rider to the Loan Agreement set forth above. 


        Borrower
is hereby notified that irrespective of (i) any waivers previously granted by Agent or Lender regarding the Loan Agreement and the Loan Documents, (ii) any
previous failures or delays of Agent or Lender in exercising any right, power or privilege under the Loan Agreement or the Loan Documents, or (iii) any previous failures or delays of Agent or
Lender in the monitoring or in the requiring of compliance by Borrower with the duties, obligations, and agreements of Borrower in the Loan Agreement and the Loan Documents, hereafter Borrower will be
expected to comply strictly with its duties, obligations and agreements under the Loan Agreement and the Loan Documents. 


        Except
as expressly provided above, nothing contained in this letter or any other communication between Agent or Lender and Borrower shall be a waiver of any past, present or future
violation, default or Event of Default of Borrower under the Loan Agreement or any Loan Documents, or apply to or constitute a consent to any future amendment to the Loan Agreement. Similarly, Agent
and Lender hereby expressly reserve any rights, privileges and remedies under the Loan Agreement and each Loan Document that Agent or Lender may have with respect to each violation, default or Event
of Default, and any failure by Agent or Lender to exercise any right, privilege or remedy as a result of the violation set forth above shall not directly or indirectly in any way whatsoever either
(i) impair, prejudice or otherwise adversely affect the rights of Agent or Lender, except as set forth herein, at any 







 



time
to exercise any right, privilege or remedy in connection with the Loan Agreement or any Loan Documents, (ii) amend or alter any provision of the Loan Agreement or any Loan Documents or any
other contract or instrument, or (iii) constitute any course of dealing or other basis for altering any obligation of Borrower or any rights, privilege or remedy of Agent or Lender under the
Loan Agreement or any Loan Documents or any other contract or instrument. Nothing in this letter shall be construed to be a consent by Agent or Lender to any prior, existing or future violations of
the Loan Agreement or any Loan Document. 


        Notwithstanding
any provision of this letter to the contrary, this letter shall be directly or indirectly effective against Agent and Lender for any purpose unless and until Agent
receives the original of this letter which has been duly signed by the Borrower. 


[Remainder
of Page Intentionally Left Blank] 


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        Please
acknowledge your agreement to the terms and conditions of this letter by executing it in the space below and returning it to the undersigned. 



	 	 	Very truly yours,
	

 	
 	
HELLER FINANCIAL, INC.,

as Agent and sole Lender
	

 	
 	

By:	

    

	 	 	Name:	    

	 	 	Title:	    






AGREED
TO AND ACCEPTED: 



	BANCTEC, INC., as Borrower	 
	

By:	

    
	

 
	Name:	    
	 
	Title:	    
	 





   





	BTI TECHNOLOGIES, L.P., as Borrower	 
	

By:	

BANCTEC, INC., its general partner	

 
	

 	

By:	

    
	

 
	 	Name:	    
	 
	 	Title:	    
	 





   



	cc:
	Via
Facsimile (213) 620-1398

Sheppard, Mullin, Richter & Hampton LLP

Forty-Eight Floor, 333 South Hope Street

Los Angeles, California 90071-1448

Attn: James J. Slaby, Esq. 



Via
Facsimile (312) 441-6876

Heller Financial, Inc.

500 West Monroe

Chicago, Illinois 60661

Attn: Legal Services/HCF—BancTec, Inc. 



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