**EXHIBIT10.21**

**ELEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT**

**THISELEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT**(hereinafter, this “Amendment”) is executed on this      day of March, 2007, to be effective as of the respective date hereinafter specified,by and among BANCTEC, INC., a Delaware corporation (“BancTec”), BTI TECHNOLOGIES L.P., a Texas limitedpartnership (“BTI Tech” 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 andLenders are parties to that certain Loan and Security Agreement, dated as ofMay 30, 2001 (as amended, supplemented or otherwise modified, the “LoanAgreement”); and

**WHEREAS**, Borrower, Agent andLenders desire to amend the Loan Agreement, in each case, in the manner, andsubject to the terms and conditions, provided below.

**NOW, THEREFORE,** in considerationof the premises herein contained and other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the parties,intending to be legally bound, agree as follows:

**ARTICLE IDefinitions**

## **1.01****                       **Capitalizedterms used in this Amendment, to the extent not otherwise defined herein, shallhave the same meaning as in the Loan Agreement, as amended hereby.

**ARTICLE IIAmendments to Loan Agreement; Other Agreements**

## **2.01****                        Amendmentand Restatement of Section 2.1(A) of the Loan Agreement**.  Effective as of the date hereof (“EffectiveDate”), Section 2.1(A) of the Loan Agreement is amended and restatedto read in its entirety as follows:

“(A)                        TermLoan.  On the Tenth AmendmentEffective Date, each Lender advanced to Borrower its Pro Rata Share of theinitial $5,000,000 Term Loan.  EachLender, severally, agrees to lend to Borrower, on the Eleventh AmendmentEffective Date, its Pro Rata Share of an additional Term Loan Commitment whichis in the aggregate amount of $10,000,000. As of the Eleventh Amendment Effective Date, after giving effect to theEleventh Amendment, the total Term Loan Commitment shall be $15,000,000.  The additional $10,000,000 Term Loan shall befunded in one drawing.  Amounts borrowedunder this Section 2.1(A) and paid may not be

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reborrowed.  Theprincipal amount of the Term Loan shall be paid in full on the TerminationDate.”

## **2.02****                        Amendmentto Section 2.1(B) of the Loan Agreement**.  Effective as of theEffective Date, the second sentence of Section 2.1(B) of the LoanAgreement is hereby amended by deleting it in its entirety and substituting thefollowing sentence therefor:

“The aggregate amount ofthe Revolving Loan Commitment shall not exceed at any time $25,000,000.”

## **2.03****                       ****Amendment and Restatement of Section 2.2(A) of the Loan Agreement. **Effective as of the EffectiveDate, Section 2.2(A) of the Loan Agreement is hereby amended andrestated in its entirety to read as follows:

“(A)                        Rateof Interest.  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)                                  Inthe case of Base Rate Loans and Obligations for which no other interest rate isspecified, the Base Rate plus (a) 0.25% with respect to the RevolvingLoan and all other Obligations for which no other interest rate is specified,and (b) (i) during the period beginning on the Tenth Amendment Effective Dateand continuing until October 5, 2007, 1.00% with respect to the Term Loan, and(b) (ii) during the period beginning on October 5, 2007 and thereafter, 2.00%with respect to the Term Loan.

(2)                                  Inthe case of LIBOR Loans, LIBOR plus (a) 1.75% with respect to theRevolving Loan and all other Obligations for which no other interest rate isspecified, and (b) (i) during the period beginning on the Tenth Amendment  Effective Date and continuing until October5, 2007, 2.50% with respect to the Term Loan, and (b) (ii) beginning on October5, 2007 and thereafter, 3.00% with respect to the Term Loan.

(3)                                  TheSwingline Loan shall bear interest at the sum of the Base Rate plus0.25%.

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 other Obligationsshall, at the election of Agent or Requisite Lenders, bear interest at a rateper annum equal to two percent (2%) plus

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the applicable Interest Rate (the “Default Rate”),(ii) each LIBOR Loan shall automatically convert to a Base Rate Loan at the endof any applicable Interest Period and (iii) no Loans may be converted to LIBORLoans.”

## **2.04****                       ****Amendment and Restatement of Section 2.2(B) of the Loan Agreement. **Effective as of the EffectiveDate, Section 2.2(B) of the Loan Agreement is hereby amended andrestated in its entirety to read as follows:

“Computation and Payment of Interest.  Interest on the Loans and all otherObligations shall be computed on the daily principal balance on the basis of athree hundred sixty (360) day year for the actual number of days elapsed.   In computing interest on any  Loan, the date of funding of the Loan or thefirst (1st) dayof an Interest Period applicable to such Loan or, with respect to a Base RateLoan being converted from a LIBOR Loan, the date of conversion of such LIBORLoan to such Base Rate Loan, shall be included; and the date of payment of suchLoan or the expiration date of an Interest Period applicable to such Loan, orwith respect to a Base Rate Loan being converted to a LIBOR Loan, the date ofconversion of such Base Rate Loan to such LIBOR Loan, shall be excluded;provided that if a Loan is repaid on the same day on which it is made, one (1)day’s interest shall be paid on that Loan. Interest on Base Rate Loans and all other Obligations other than LIBORLoans shall be payable to Agent for the benefit of Lenders monthly in arrearson the first (1st) Business Day of each month for the accruedinterest through the last day of the previous month, on the date of anyprepayment of Loans, and at maturity, whether by acceleration orotherwise.  Interest on LIBOR Loans shallbe payable to Agent for the benefit of Lenders on the last day of theapplicable Interest Period for such Loan, on the date of any prepayment of theLoans, and at maturity, whether by acceleration or otherwise.  In addition, for each LIBOR Loan having anInterest Period longer than three (3) months, interest accrued on such Loanshall also be payable on the last day of each three (3) month interval duringsuch Interest Period.”

## **2.05****                       ****Amendment to Section 11.1 of the Loan Agreement; Amendment andRestatement of Definitions.** Effective as of the Effective Date, the following definitions containedin Section 11.1 of the Loan Agreement are hereby amended and restated intheir entirety to read as follows:

“‘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 Eleventh 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.”

## **2.06****                        Amendmentto Section 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 the Tenth Amendment” and substitutingtherefor “aggregate amount set forth on the signature page of the EleventhAmendment.”

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## **2.07****                       ****Amendment to Section 11.1 of the Loan Agreement; Addition of NewDefinitions.**  Effective as ofthe Effective Date, the following new definitions are hereby added to Section 11.1of the Loan Agreement, to read in their entirety as follows and to be insertedin their proper alphabetical order:

“‘Eleventh Amendment’ means that certain Eleventh Amendment to Loan andSecurity Agreement, dated March     , 2007, executedby Borrower, Lender and Agent.

‘Eleventh Amendment Effective Date’ means the ‘Effective Date’ asdefined in the Eleventh Amendment.”

**ARTICLE IIIConditions Precedent**

## **3.01****                        Conditionsto Effectiveness.**  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)                                  Agentshall have received, in form and substance satisfactory to Agent and dulyexecuted by each party thereto:

#### (i)                                     thisAmendment, and

#### (ii)                                  FourthAmended and Restated Revolving Note in the form of Exhibit Aattached hereto; and

#### (iii)                               Amendedand Restated Term Note in the form of Exhibit B attached hereto; and

#### (iv)                              suchadditional documents, instruments and information as Agent or its legalcounsel, Patton Boggs LLP, may request; and

### (b)                                 Allcorporate proceedings taken in connection with the transactions contemplated bythis Amendment and the agreements described in clause (a) above andall documents, instruments and other legal matters incident thereto shall besatisfactory to Agent and its legal counsel, Patton Boggs LLP.

**ARTICLE IVNO Waiver**

## **4.01****                       **Nothingcontained herein shall be construed as a waiver by Agent or any Lender of anycovenant or provision of the Loan Agreement, the other Loan Documents, thisAmendment, or of any other contract or instrument between Borrower, Agentand/or any Lender, and Agent’s or any Lender’s failure at any time or timeshereafter to require strict performance by Borrower of any provision thereofshall not waive, affect or diminish any right of Agent and/or any Lender tothereafter demand strict compliance therewith. Agent and Lenders hereby reserve all rights granted under the LoanAgreement, the other Loan Documents, this Amendment and any other contract orinstrument between Borrower, Agent and/or any Lender.

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**ARTICLE VRatifications, 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****                        Representationsand Warranties**.  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) therepresentations and warranties contained in the Loan Agreement, as amendedhereby, and any other Loan Document are true and correct in all materialrespects on and as of the date hereof and on and as of the date of executionhereof as though made on and as of each such date, except for any representationor warranty limited by its terms to a specific date; (c) no Event ofDefault or Default under the Loan Agreement has occurred and is continuing,unless such Event of Default or Default has been specifically waived in writingby Lenders; and (d) Borrower is in full compliance with all covenants andagreements contained in the Loan Agreement and the other Loan Documents, asamended hereby.

**ARTICLE VIMiscellaneous Provisions**

## **6.01****                        Survivalof Representations and Warranties**. All representations and warranties made in the Loan Agreement or anyother Loan Document, including, without limitation, any document furnished inconnection with this Amendment, shall survive the execution and delivery ofthis Amendment and the other Loan Documents, and no investigation by Agent orany Lender or any closing shall affect the representations and warranties orthe right of Agent or any Lender to rely upon them.

## **6.02****                        Referenceto Loan Agreement**.  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****                        Expensesof Agent**.  As provided in the LoanAgreement, Borrower agrees to promptly pay all fees, costs and expensesincurred by Agent (including attorneys’ fees and expenses, the allocated cashof Agent’s internal legal staff and fees of environmental consultants,accountants and other professionals retained by Agent) incurred in connectionwith the review, negotiation, preparation, documentation and execution of thisAmendment.

## **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

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## Amendment and the effect thereof shall be confined to the provision soheld to be invalid or unenforceable.

## **6.05****                        Successorsand Assigns**.  This Amendment isbinding upon and shall inure to the benefit of Agent and Lenders and Borrowerand their respective successors and assigns, except Borrower may not assign ortransfer any of its rights or obligations hereunder without the prior writtenconsent of Agent and Lenders.

## **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 ofWaiver**.  No consent or waiver,express or implied, by Agent or any Lender to or for any breach of or deviationfrom any covenant or condition by Borrower shall be deemed a consent to orwaiver of any other breach of the same or any other covenant, condition orduty.

## **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****                        ApplicableLaw.  THIS AMENDMENT AND ALL OTHER LOANDOCUMENTS EXECUTED 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****                        FinalAgreement.  THE LOAN DOCUMENTS, ASAMENDED HEREBY, REPRESENT THE ENTIRE EXPRESSION OF THE PARTIES WITH RESPECT TOTHE 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:                      | Jeffrey Cushman                         |                    |
|                       | ** **  | Title:                     | Chief Financial Officer                 |                    |
|                       | ** **  |                       |                                    |                    |
|                       | ** **  | **BTI TECHNOLOGIES, L.P.** |                                    |
|                       | ** **  | ** **                 |                                    |
|                       | ** **  | **By:**                    | **BANCTEC, INC.,** its General  Partner |
|                       | ** **  | ** **                 | ** **                              |
|                       | ** **  | ** **                 | ** **                              |
|                       | ** **  | ** **                 | By:                                     | ** **              |
|                       | ** **  | ** **                 | Name:                                   | Jeffrey Cushman         |
|                       | ** **  | ** **                 | Title:                                  | Chief Financial Officer |
|                       | ** **  | ** **                 |                                    |                    |
| Revolving Loan Commitment: | $25,000,000 | ** **                 | **HELLER FINANCIAL, INC.,**             |                    |   |
|                       |        | ** **                 | as Agent and Sole Lender                |                    |   |
| Term Loan Commitment:      | $15,000,000 | ** **                 |                                    |                    |   |
|                       | ** **  |                       |                                    |                    |
|                       | ** **  |                       |                                    |                    |
|                       | ** **  | 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 under such Loan Documents,that its consent is not required to the effectiveness of the within andforegoing Amendment, and that no consent by it is required for theeffectiveness 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:                              | Jeffrey Cushman |
|   | ** ** | Title:                             | Chief Financial Officer |
|   | ** ** |                               |   |
|   | ** ** |                               |   |
|   | ** ** | BANCTEC (PUERTO RICO), INC.        |
|   | ** ** |                               |
|   | ** ** | By:                                |   |
|   | ** ** | Name:                              | Jeffrey Cushman |
|   | ** ** | Title:                             | Chief Financial Officer |
|   | ** ** |                               |   |
|   | ** ** |                               |   |
|   | ** ** | BANCTEC UPPER-TIER HOLDING, LLC    |
|   | ** ** |                               |
|   | ** ** | By:                                |   |
|   | ** ** | Name:                              | Jeffrey Cushman |
|   | ** ** | Title:                             | Manager |
|   | ** ** |                               |   |
|   | ** ** |                               |   |
|   | ** ** | BANCTEC INTERMEDIATE HOLDING, INC. |
|   | ** ** |                               |
|   | ** ** | By:                                |   |
|   | ** ** | Name:                              | Jeffrey Cushman |
|   | ** ** | Title:                             | Chief Financial Officer |

 

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