Exhibit 10.18


 


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


 


1





















 


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]


 


2





















 


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.


 


3