**EXHIBIT10.20**

**TENTH AMENDMENT TO LOAN ANDSECURITY AGREEMENT**

**THIS TENTH AMENDMENT TO LOAN ANDSECURITY AGREEMENT** (hereinafter, this “Amendment”) isexecuted on this 6th day of October, 2006, to be effective as of the respectivedate hereinafter specified, by and among BANCTEC, INC., a Delaware corporation(“BancTec”), BTI TECHNOLOGIES L.P., a Texas limited partnership (“BTITech” and jointly and collectively with BancTec, the “Borrower”),the financial institution(s) listed on the signature pages hereof, and theirrespective successors and Eligible Assignees (each individually as “Lender”and collectively “Lenders”), and HELLER FINANCIAL, INC., a Delawarecorporation, in its capacity as Agent for the Lenders (“Agent”).

**RECITALS**

**WHEREAS**, Borrower,Agent and Lenders are parties to that certain Loan and Security Agreement,dated as of May 30, 2001 (as amended, supplemented or otherwise modified,the “Loan Agreement”); and

**WHEREAS**, Borrower,Agent and Lenders desire to amend the Loan Agreement, in each case, in themanner, and subject to the terms and conditions, provided below.

**NOW, THEREFORE,** inconsideration of the premises herein contained and other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,the parties, intending to be legally bound, agree as follows:

# **ARTICLE I**

# **DEFINITIONS**

## **1.01****       **Capitalized terms usedin this Amendment, to the extent not otherwise defined herein, shall have thesame meaning as in the Loan Agreement, as amended hereby.

# **ARTICLE II**

# **AMENDMENTSTO LOAN AGREEMENT; OTHER AGREEMENTS**

## **2.01****        Amendment and Restatementof Section 2.1(A) of the Loan Agreement**. Effective as of the date hereof (“Effective Date”), Section2.1(A) of the Loan Agreement is amended and restated to read in itsentirety as follows:

“(A)        Term Loan.  Each Lender, severally, agrees to lend toBorrower, on the Tenth Amendment Effective Date, its Pro Rata Share of the TermLoan Commitment which is in the aggregate amount of $5,000,000.  The Term Loan shall be funded in onedrawing.  Amounts borrowed under this Section2.1(A) and paid may not be reborrowed. The principal amount of the Term Loan shall be paid in full on theTermination Date.”

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## **2.02****        Amendment to Section2.1(B) of the Loan Agreement**:

(a)           Effectiveas of the Effective Date, the second sentence of Section 2.1(B) of theLoan Agreement is hereby amended by deleting it in its entirety andsubstituting the following sentence therefor:

“The aggregate amount ofthe Revolving Loan Commitment shall not exceed at any time $35,000,000.”

(b)           Effectiveas of the Effective Date, the definition of “Borrowing Base” contained in Section2.1(B) of the Loan Agreement is hereby amended and restated in its entiretyto read as follows:

“‘Borrowing Base’ means, as of any date of determination, an amountequal to the sum of (a) 85.00% of Eligible Accounts less DilutionReserves, plus (b) 50.00% of Eligible Accrued Unbilled Accountsless Dilution Reserves; plus (c) the lesser of(i) $20,000,000, or (ii) 85.00% of the net orderly liquidation valueof Eligible Inventory (net orderly liquidation value to be determined in amanner and pursuant to documentation satisfactory to Agent, in its reasonablecredit judgment) or (iii) 60.00% of Eligible Inventory, plus(d) the lesser of (i) the Unsecured Senior Notes PermittedLiens Limitation minus $5,000,000 or (ii) (A) the Real Property AdvanceAmount, plus (B) the Machinery and Equipment Advance Amount and less, ineach case, such reserves as Agent in its reasonable credit judgment may electto establish.  “Dilution Reserve” means,as of any date of determination, a reserve for the amount by which the totaldilution of Accounts exceeds five percent (5%); with dilution referring to allactual and potential offsets to an Account, including, without limitation,customer payment and/or volume discounts, write-offs, credit memoranda, returnsand allowances, and billing errors.  TheDilution Reserve shall be adjusted after each field examination audit of theCollateral conducted by Agent or any authorized representative designated byAgent.”

## **2.03****        Amendment and Restatementof Section 2.2(A) of the Loan Agreement. **Effective as of the Effective Date, Section 2.2(A) of theLoan Agreement is hereby amended and restated in its entirety to read asfollows:

“(A)        Rate ofInterest.  From the date the Loansare made and the date the other Obligations become due the Loans and the otherObligations shall bear interest at the applicable per annum rates set forthbelow (collectively, the “Interest Rate”):

(1)           In the case of BaseRate Loans and Obligations for which no other interest rate is specified, theBase Rate plus (a) 0.25% with respect to the Revolving Loan and allother Obligations for which no other interest rate is specified, and (b) (i)during the period beginning on the Tenth Amendment Effective Date andcontinuing until the first anniversary of the Tenth Amendment Effective Date,1.00% with respect to the Term Loan, and (b) (ii) during the period beginningon the first anniversary of the Tenth Amendment Effective Date and thereafter,2.00% with respect to the Term Loan.

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(2)           In the case of LIBORLoans, LIBOR plus (a) 1.75% with respect to the Revolving Loan and allother Obligations for which no other interest rate is specified, and (b) (i)during the period beginning on the Tenth Amendment Effective Date andcontinuing until the first anniversary of the Tenth Amendment Effective Date,2.50% with respect to the Term Loan, and (b) (ii) beginning on the firstanniversary of the Tenth Amendment Effective Date and thereafter, 3.50% withrespect to the Term Loan.

(3)           The Swingline Loanshall bear interest at the sum of the Base Rate plus 0.25%.

Subject to the provisionsof Section 2.1(F), Borrower shall designate to Agent whether a Loanshall be a Base Rate or LIBOR Loan at the time a Notice of Borrowing is givenpursuant to Section 2.1(F).  Suchdesignation by Borrower may be changed from time to time pursuant to Section2.2(D).  If on any day a Loan or aportion of any Loan is outstanding with respect to which notice has not beendelivered to Agent in accordance with the terms of this Agreement specifyingthe basis for determining the rate of interest or if LIBOR has been specifiedand no LIBOR quote is available, then for that day that Loan or portion thereofshall bear interest determined by reference to the Base Rate.

After the occurrence andduring the continuance of an Event of Default (i) the Loans and all otherObligations shall, at the election of Agent or Requisite Lenders, bear interestat a rate per annum equal to two percent (2%) plus the applicableInterest Rate (the “Default Rate”), (ii) each LIBOR Loan shall automaticallyconvert to a Base Rate Loan at the end of any applicable Interest Period and(iii) no Loans may be converted to LIBOR Loans.”

## **2.04****        Amendment to Section 2.4(E)of the Loan Agreement. **Effective asof the Effective Date, the first sentence of Section 2.4(E) of the LoanAgreement is hereby amended by deleting it in its entirety and substituting thefollowing therefor:

“With respect to the prepayments described in Sections 2.4(B)(2)and 2.4(B)(3), such payments shall first be applied in payment of theTerm Loan and at any time after Term Loan shall have been repaid in full, suchpayments shall be applied to reduce the outstanding principal balance of theRevolving Loans but not as a permanent reduction of the Revolving LoanCommitment; provided, however, that as long as no Event ofDefault has occurred and is continuing, if requested by Borrower in writing toAgent, such prepayments will rather first be applied to reduce the outstandingprincipal balance of the Revolving Loans but not as a permanent reduction ofthe Revolving Loan Commitment and then applied in payment of the Term Loan.”

## **2.05****        Amendment to Section 4.25of the Loan Agreement. **Effective asof the Effective Date, Section 4.25 of the Loan Agreement is herebyamended by deleting therefrom the reference to the dollar amount $17,500,000.00”and substituting therefor the dollar amount “$15,000,000.00.”

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## **2.06****        Amendment to Section9.8(B) of the Loan Agreement.** Effective as of the Effective Date, Section 9.8(B) of the LoanAgreement is hereby amended and restated to read in its entirety as follows:

“Term Loan Principal Payments. Payments of principal of the Term Loan will be settled on the date ofreceipt if received by Agent on the first (1st) Business Day of a month and on theBusiness Day immediately following the date of receipt if received on any dayother than the first (1st)Business Day of a month.”

## **2.07****        Amendment to Section 11.1of the Loan Agreement; Amendment and Restatement of Definitions.**  Effective as of the Effective Date, thefollowing definitions contained in Section 11.1 of the Loan Agreementare hereby amended and restated in their entirety to read as follows:

“‘Commitment’ or ‘Commitments’ means the commitment or the commitmentsof the Lenders to make Loans as set forth in Section 2.1(A) and/or 2.1(B)and to provide Lender Letters of Credit as set forth in Section 2.1(H).

## ‘Loan’ or ‘Loans’means an advance or advances under the Term Loan or the Swingline Loan or theRevolving Loan Commitment.

‘Notes’ means the Revolving Notes and the Term Notes and the SwinglineNotes.

‘Pro Rata Share’ means (a) with respect to matters relating to aparticular Commitment of a Lender the percentage obtained by dividing (i) suchCommitment of that Lender by (ii) all such Commitments of all Lenders and (b)with respect to all other matters, the percentage obtained by dividing (i) theTotal Loan Commitment of a Lender by (ii) the Total Loan Commitments of all Lenders,in either (a) or (b), as such percentage may be adjusted by assignmentspermitted pursuant to Section 9.5; provided, however, ifany Commitment is terminated pursuant to the terms hereof, then ‘Pro Rata Share’means the percentage obtained by dividing (x) the aggregate amount of suchLender’s outstanding Loans related to such Commitment by (y) the aggregateamount of all outstanding Loans related to such Commitment.”

## **2.08****        Amendment toSection 11.1 of the Loan Agreement; Amendment to Definition of “RevolvingLoan Commitment”.**  Effective as ofthe Effective Date, the definition of “Revolving Loan Commitment” contained in Section 11.1of the Loan Agreement is hereby amended by deleting therefrom the phrase “aggregateamount set forth on the signature page of this Agreement” and substitutingtherefor “aggregate amount set forth on the signature page of the TenthAmendment.”

## **2.09****        Amendment to Section 11.1of the Loan Agreement; Addition of New Definitions.**  Effective as of the Effective Date, thefollowing new definitions are hereby added to Section 11.1 of theLoan Agreement, to read in their entirety as follows and to be inserted intheir proper alphabetical order:

“‘Tenth Amendment’ means that certain Tenth Amendment to Loan andSecurity Agreement, dated October 6, 2006, executed by Borrower, Lenderand Agent.

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‘Tenth Amendment Effective Date’ means the ‘Effective Date’ as definedin the Tenth Amendment.

‘Term Loan’ means the unpaid balance of the term loan made pursuant to Section2.1(A).

‘Term Loan Commitment’ means (a) as to any Lender the commitment ofsuch Lender to make its Pro Rata Share of the Term Loan in the maximumaggregate amount set forth on the signature page of the Tenth Amendmentopposite such Lender’s signature or in the most recent Assignment andAcceptance Agreements, if any, executed by such Lender, and (b) as to allLenders, the aggregate amount of all Lenders to make the Term Loan.

‘Term Note’ or ‘Term Notes’ means each promissory note of Borrower inform and substance acceptable to Agent, issued to evidence the Term LoanCommitment.

‘Total Loan Commitment’ means as to any Lender the aggregatecommitments of such Lender with respect to its Revolving Loan Commitment andTerm Loan Commitment.”

## **2.10****        Amendment to Paragraph Aof the Financial Covenants Rider to the Loan Agreement. **Effective as of the Effective Date, ParagraphA of the Financial Covenants Rider to the Loan Agreement is hereby amendedand restated to read in its entirety as follows:

“A.          Senior Leverage Ratio.  So long as any portion of the Term Loanremains outstanding, Borrower shall not permit the ratio of (i) the sum ofthe aggregate principal amount of Loans outstanding under this Agreement andthe aggregate amount of outstanding Letter of Credit Liability and the aggregateprincipal amount of Capital Leases of Borrower and its Subsidiaries on the lastday of each fiscal quarter, beginning September 30, 2006, to(ii) EBITDA for the twelve-month period ending on such date, to be morethan 1.50 to 1.00.”

# **ARTICLE III**

# **CONDITIONSPRECEDENT**

## **3.01****        Conditions toEffectiveness.**  Notwithstandinganything herein to the contrary, the effectiveness of this Amendment is subjectto the satisfaction of the following conditions precedent, unless specificallywaived in writing by Agent:

### (a)           Agent shall havereceived, in form and substance satisfactory to Agent and duly executed by eachparty thereto:

#### (i)            this Amendment, and

#### (ii)           Third Amended andRestated Revolving Note in the form of Exhibit A attached hereto;and

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#### (iii)          Term Note in the form ofExhibit B attached hereto; and

#### (iv)          such additionaldocuments, instruments and information as Agent or its legal counsel, PattonBoggs LLP, may request; and

### (b)           All corporateproceedings taken in connection with the transactions contemplated by thisAmendment and the agreements described in clause (a) above and alldocuments, instruments and other legal matters incident thereto shall besatisfactory to Agent and its legal counsel, Patton Boggs LLP.

# **ARTICLE IV**

# **NO WAIVER**

## **4.01****       **Nothing containedherein shall be construed as a waiver by Agent or any Lender of any covenant orprovision of the Loan Agreement, the other Loan Documents, this Amendment, orof any other contract or instrument between Borrower, Agent and/or any Lender,and Agent’s or any Lender’s failure at any time or times hereafter to requirestrict performance by Borrower of any provision thereof shall not waive, affector diminish any right of Agent and/or any Lender to thereafter demand strictcompliance therewith.  Agent and Lendershereby reserve all rights granted under the Loan Agreement, the other LoanDocuments, this Amendment and any other contract or instrument betweenBorrower, Agent and/or any Lender.

# **ARTICLE V**

# **RATIFICATIONS,REPRESENTATIONS AND WARRANTIES**

## **5.01****        Ratifications**.  The terms and provisions set forth in thisAmendment shall modify and supersede all inconsistent terms and provisions setforth in the Loan Agreement and the other Loan Documents, and except asexpressly modified and superseded by this Amendment, the terms and provisionsof the Loan Agreement and the other Loan Documents are ratified and confirmedand shall continue in full force and effect. Borrower, Agent and Lenders agree that the Loan Agreement and the otherLoan Documents, as amended hereby, shall continue to be legal, valid, bindingand enforceable in accordance with their respective terms.

## **5.02****        Representations andWarranties**.  Borrower herebyrepresents and warrants to Agent and Lenders that (a) the execution,delivery and performance of this Amendment and any and all other Loan Documentsexecuted and/or delivered in connection herewith have been authorized by allrequisite corporate action on the part of Borrower and will not violate theCertificate of Incorporation or Bylaws of Borrower; (b) the representationsand warranties contained in the Loan Agreement, as amended hereby, and anyother Loan Document are true and correct in all material respects on and as ofthe date hereof and on and as of the date of execution hereof as though made onand as of each such date, except for any representation or warranty limited byits terms to a specific date; (c) no Event of Default or Default under theLoan Agreement has occurred and is continuing, unless such Event of Default orDefault has been specifically waived in writing by Lenders; and(d) Borrower is in full compliance with all covenants and agreementscontained in the Loan Agreement and the other Loan Documents, as amendedhereby.

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# **ARTICLE VI**

# **MISCELLANEOUSPROVISIONS**

## **6.01****        Survival ofRepresentations and Warranties**.  Allrepresentations and warranties made in the Loan Agreement or any other LoanDocument, including, without limitation, any document furnished in connectionwith this Amendment, shall survive the execution and delivery of this Amendmentand the other Loan Documents, and no investigation by Agent or any Lender orany closing shall affect the representations and warranties or the right ofAgent or any Lender to rely upon them.

## **6.02****        Reference to LoanAgreement**.  Each of the LoanDocuments, including the Loan Agreement and any and all other agreements,documents or instruments now or hereafter executed and delivered pursuant tothe terms hereof or pursuant to the terms of the Loan Agreement, as amendedhereby, are hereby amended so that any reference in such Loan Documents to theLoan Agreement shall mean a reference to the Loan Agreement, as amended hereby.

## **6.03****        Expenses of Agent**.  As provided in the Loan Agreement, Borroweragrees to promptly pay all fees, costs and expenses incurred by Agent(including attorneys’ fees and expenses, the allocated cash of Agent’s internallegal staff and fees of environmental consultants, accountants and otherprofessionals retained by Agent) incurred in connection with the review,negotiation, preparation, documentation and execution of this Amendment.

## **6.04****        Severability**.  Any provision of this Amendment held by acourt of competent jurisdiction to be invalid or unenforceable shall not impairor invalidate the remainder of this Amendment and the effect thereof shall beconfined to the provision so held to be invalid or unenforceable.

## **6.05****        Successors and Assigns**.  This Amendment is binding upon and shallinure to the benefit of Agent and Lenders and Borrower and their respectivesuccessors and assigns, except Borrower may not assign or transfer any of itsrights or obligations hereunder without the prior written consent of Agent andLenders.

## **6.06****        Counterparts**.  This Amendment may be executed in one or morecounterparts, each of which when so executed shall be deemed to be an original,but all of which when taken together shall constitute one and the sameinstrument.

## **6.07****        Effect of Waiver**.  No consent or waiver, express or implied, byAgent or any Lender to or for any breach of or deviation from any covenant orcondition by Borrower shall be deemed a consent to or waiver of any otherbreach of the same or any other covenant, condition or duty.

## **6.08****        Headings**.  The headings, captions, and arrangements usedin this Amendment are for convenience only and shall not affect theinterpretation of this Amendment.

## **6.09****        Applicable Law.  THIS AMENDMENT AND ALL OTHER LOAN DOCUMENTSEXECUTED PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BEPERFORMABLE IN AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THELAWS OF THE STATE OF ILLINOIS.**

## **6.10****        Final Agreement.  THE LOAN DOCUMENTS, AS AMENDED HEREBY,REPRESENT THE ENTIRE EXPRESSION OF THE PARTIES WITH RESPECT TO THE**

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## **SUBJECT MATTER HEREOF ON THE DATE THIS AMENDMENT IS EXECUTED.  THE LOAN DOCUMENTS, AS AMENDED HEREBY, MAYNOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORALAGREEMENTS OF THE PARTIES.  THERE ARE NOTUNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. NO MODIFICATION, RESCISSION, WAIVER, RELEASE OR AMENDMENT OF ANYPROVISION OF THIS AMENDMENT SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENT SIGNEDBY BORROWER, LENDERS AND AGENT.**

*[The Remainder of thisPage Intentionally Left Blank]*

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IN WITNESS WHEREOF, this Amendment has been dulyexecuted as of the date first written above.
|                            | ** **       | **BANCTEC, INC.**          |                                    |       |
|----------------------------|------------------|----------------------------|-----------------------------------------|------------|
|                       | ** **       | ** **                 |                                    |       |
|                       | ** **       | ** **                 |                                    |       |
|                       | ** **       | By:                        |                                    |
|                       | ** **       | Name:                      |                                    |       |
|                       | ** **       | Title:                     |
|                       | ** **       |                       |
|                       | ** **       | **BTI TECHNOLOGIES, L.P.** |
|                       | ** **       |                       |
|                       | ** **       | By:                        | **BANCTEC, INC.,** its General  Partner |
|                       | ** **       | ** **                 | ** **                              |
|                       | ** **       | ** **                 | ** **                              |
|                       | ** **       | ** **                 | By:                                     | ** ** |
|                       | ** **       | ** **                 | Name:                                   |
|                       | ** **       | ** **                 | Title:                                  |
|                       | ** **       |                       |
| Revolving Loan Commitment: | $35,000,000      | ** **                 | **HELLER FINANCIAL, INC.,**             |
|                       |             | ** **                 | as Agent and Sole Lender                |
| Term Loan Commitment:      | $ 5,000,000 | ** **                 |                                    |
|                       | ** **       |                       |
|                       | ** **       |                       |
|                       | ** **       | By:                        |                                    |
|                       | ** **       | Name:                      |                                    |
|                       | ** **       | Title:                     |                                    |
|                            |                  |                            |                                         |            |  |  |  |

 

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**CONSENT AND RATIFICATION**

Each of the undersigned hereby consents to the termsof the within and foregoing Amendment, confirms and ratifies the terms of itsguaranty agreement relating to the Obligations and each Loan Document it hasexecuted in connection with the Obligations (collectively, the “LoanDocuments”) and acknowledges that the Loan Documents to which it is a partyare in full force and effect and ratifies the same, that it has no defense,counterclaim, set-off or any other claim to diminish its liability undersuch Loan Documents, that its consent is not required to the effectiveness ofthe within and foregoing Amendment, and that no consent by it is required forthe effectiveness of any future amendment, modification, forbearance or otheraction with respect to the Loans, the collateral securing the Obligations, orany of the other Loan Documents.
|        | ** ** | BTC INTERNATIONAL HOLDINGS, INC.   |
|--------|------------|------------------------------------|
|   | ** ** |                               |
|   | ** ** | By:                                |   |
|   | ** ** | Name:                              |   |
|   | ** ** | Title:                             |   |
|   | ** ** |                               |   |
|   | ** ** |                               |   |
|   | ** ** | BANCTEC (PUERTO RICO), INC.        |
|   | ** ** |                               |
|   | ** ** | By:                                |   |
|   | ** ** | Name:                              |   |
|   | ** ** | Title:                             |   |
|   | ** ** |                               |   |
|   | ** ** |                               |   |
|   | ** ** | BANCTEC UPPER-TIER HOLDING, LLC    |
|   | ** ** |                               |
|   | ** ** | By:                                |   |
|   | ** ** | Name:                              |   |
|   | ** ** | Title:                             |   |
|   | ** ** |                               |   |
|   | ** ** |                               |   |
|   | ** ** | BANCTEC INTERMEDIATE HOLDING, INC. |
|   | ** ** |                               |
|   | ** ** | By:                                |   |
|   | ** ** | Name:                              |   |
|   | ** ** | Title:                             |   |

 

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