**Exhibit 10.18**

 

500 West Monroe Street

Chicago, Illinois 60661

312-441-7000

Fax:  312-441-7367

 

 

December 31,2004

 

 

Via Facsimile (972) 579-6448BANCTEC, INC.BTI Technologies L.P. 2701 East Grauwyler RoadBuilding #3Irving, Texas  75061Attention:  Chief Financial Officer

 

Re:                               **LOAN AND SECURITY AGREEMENT – DECEMBER 31, 2004 AMENDMENT TOPARAGRAPH B OF FINANCIAL COVENANTS RIDER TO LOAN AND SECURITY AGREEEMENT**

 

Ladies and Gentleman:

 

Reference is hereby madeto that certain Loan and Security Agreement by and among BANCTEC, INC., aDelaware corporation (“BancTec”), BTI Technologies L.P., a Texas limitedpartnership (“BTI”, together with BancTec, collectively, the “Borrower”),the financial institution(s) listed on the signature pages hereof, andtheir respective successors and Eligible Assignees (“Lender”) and HELLERFINANCIAL, INC., a Delaware corporation (“Agent”), as Agent for theLender, dated as of May 30, 2001, (as amended or otherwise modified inwriting, the “Loan Agreement”). Unless otherwise indicated, all terms used herein shall have the samemeanings as in the Loan Agreement.

 

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

 

By execution of thisletter, the Agent and Lender hereby agree, effective December 31, 2004, tothe revision to Paragraph B of the Financial Covenants Rider to the LoanAgreement set forth above.

 

Borrower is herebynotified that irrespective of (i) any waivers previously granted by Agentor Lender regarding the Loan Agreement and the Loan Documents, (ii) anyprevious failures or delays of Agent or Lender in exercising any right, poweror privilege under the Loan Agreement or the Loan Documents, or (iii) anyprevious failures or delays of Agent or Lender in the monitoring or in therequiring of compliance by Borrower with the duties, obligations, andagreements of Borrower in the Loan Agreement and the Loan Documents, hereafterBorrower will be expected to comply strictly with its duties, obligations andagreements under the Loan Agreement and the Loan Documents.

 

Except as expresslyprovided above, nothing contained in this letter or any other communicationbetween Agent or Lender and Borrower shall be a waiver of any past, present orfuture violation, default or Event of Default of Borrower under the LoanAgreement or any Loan Documents, or apply to or constitute a consent to anyfuture 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 thatAgent or

 

1

----

 

Lender may havewith respect to each violation, default or Event of Default, and any failure byAgent or Lender to exercise any right, privilege or remedy as a result of theviolation set forth above shall not directly or indirectly in any waywhatsoever either (i) impair, prejudice or otherwise adversely affect therights of Agent or Lender, except as set forth herein, at any time to exerciseany right, privilege or remedy in connection with the Loan Agreement or anyLoan Documents, (ii) amend or alter any provision of the Loan Agreement orany Loan Documents or any other contract or instrument, or (iii) constituteany course of dealing or other basis for altering any obligation of Borrower orany rights, privilege or remedy of Agent or Lender under the Loan Agreement orany Loan Documents or any other contract or instrument.  Nothing in this letter shall be construed tobe a consent by Agent or Lender to any prior, existing or future violations ofthe Loan Agreement or any Loan Document.

 

Notwithstanding anyprovision of this letter to the contrary, this letter shall be directly orindirectly effective against Agent and Lender for any purpose unless and untilAgent receives the original of this letter which has been duly signed by theBorrower.

 

[Remainder of Page Intentionally Left Blank]

 

2

----

 

Please acknowledge youragreement to the terms and conditions of this letter by executing it in thespace 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:                                 ViaFacsimile (213) 620-1398Sheppard, Mullin, Richter & Hampton LLPForty-Eight Floor, 333 South Hope StreetLos Angeles, California  90071-1448Attn:  James J. Slaby, Esq.

 

Via Facsimile (312) 441-6876

Heller Financial, Inc.

500 West Monroe

Chicago, Illinois  60661

Attn:  Legal Services/HCF-BancTec, Inc.

 

3

----