Exhibit 10.97


 


Execution Version


 


ALLONGE TO THIRD AMENDED AND RESTATED SENIOR
SUBORDINATED

PROMISSORY NOTE


 


THIS
ALLONGE TO THIRD AMENDED AND RESTATED SENIOR SUBORDINATED PROMISSORY NOTE
(this “Allonge”) is made and entered into as of the 30th day of March, 2009, by and between ISI
Security Group, Inc., a Delaware corporation formerly known as ISI
Detention Contracting Group, Inc. and d/b/a “Argyle Security USA”
(successor-by-merger to ISI Security Group, Inc., an unrelated entity)
(the “Borrower”), and WILLIAM BLAIR MEZZANINE CAPITAL FUND III, L.P., a
Delaware limited partnership (the “Holder”).


 


WHEREAS, the
Borrower executed in favor of the Holder that certain Third Amended and
Restated Senior Subordinated Promissory Note, dated as of January 8, 2009,
in the original principal amount of Five Million Nine Hundred Fifty-One
Thousand Six Hundred Nine and No/100 Dollars ($5,951,609.00), a copy of which
is attached as Annex 1 hereto and incorporated herein by this reference
(the “Note”); and


 


WHEREAS, in
order to amend the payment schedule under the Note, the parties have agreed to
execute this Allonge.


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants herein
contained, the undersigned agree as follows:


 


1.                    The Holder
hereby agrees to extend the payment dates due under the Note from March 31,
2009 to April 1, 2009 and June 30, 2009 to July 1, 2009,
respectively.


 


2.                    It is
understood and agreed that Exhibit A attached to this Allonge is
substituted in place of Exhibit A to the Note.


 


3.                    Except as
amended or revised by this Allonge, the terms of the Note remain in full force
and effect as of the date hereof.  In the
event the terms of the Note should conflict with this Allonge, the terms of
this Allonge shall control.


 


4.                    The Borrower
hereby certifies, represents and warrants to the Holder that all
certifications, representations and warranties made by the Borrower to the
Holder in or in connection with this Allonge were true in all material respects
as of the date of this Allonge and are true in all material respects on and as
of the date hereof as if made on and as of the date hereof.


 


5.                    The
obligations evidenced hereby are subordinate in the manner and to the extent
set forth in that certain Subordination Agreement, dated as of October 3,
2008, among, without limitation, the Holder, the Borrower, and the PrivateBank
and Trust Company (the “Senior Lender”), to the obligations (including
interest) owed by Borrower to the holders of all of the notes issued pursuant
to that certain Loan and Security Agreement, dated as of October 3, 2008,
by and between the Borrower and the Senior Lender, as amended by that certain
First Amendment to Loan and Security Agreement dated as of January 8, 2009
(the “Loan and Security Agreement”), as such Loan and Security Agreement may
hereafter be supplemented, modified, restated or amended from time to


 

















 


time; and each holder hereof, by its acceptance
hereof, shall be bound by the provisions of the Subordination Agreement.


 


6.                    This Allonge
shall be governed by and construed in accordance with the laws of the State of
Illinois.


 


7.                    A facsimile
copy of this Allonge shall be deemed an original for all purposes.


 


[SIGNATURE PAGE FOLLOWS]


 

















 


Signature Page to Allonge to

Third Amended and Restated Senior Subordinated Promissory Note




IN WITNESS WHEREOF,
the parties have caused this Allonge to Third Amended and Restated Senior
Subordinated Promissory Note has been duly executed by their authorized
officers as of the date first written above.


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  ISI SECURITY GROUP,
  INC., a

  Delaware corporation, formerly known as

  ISI Detention Contracting Group, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald F. Neville

  
	
   

  	
  Name: 

  	
  Donald F. Neville

  
	
   

  	
  Its:

  	
  CFO

  



 


	
  ACCEPTED AND
  AGREED TO AS OF

  THE DATE FIRST WRITTEN ABOVE:

  	
   

  
	
   

  	
   

  
	
  WILLIAM BLAIR MEZZANINE

  CAPITAL FUND III, L.P.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  William
  Blair Mezzanine Capital

  	
   

  
	
   

  	
  Partners III,
  L.L.C., its General

  Partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Marc Walfish

  	
   

  
	
  Name: 

  	
  Marc Walfish

  	
   

  
	
  Its:

  	
  Managing
  Director

  	
   

  



 

















 


ANNEX 1


 


[INTENTIONALLY OMITTED]


 

















 


EXHIBIT A


 
















 


EXHIBIT A TO THIRD AMENDED AND RESTATED SENIOR
SUBORDINATED PROMISSORY NOTE


 


WILLIAM BLAIR MEZZANINE CAPITAL FUND III, L.P.


ISI Detention Contracting Group


$5,951,609 Senior Subordinated Note


 




	
  Assumptions:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Note

  	
   

  	
   

  	
   

  	
  5,951,609

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Interest Rate

  	
   

  	
   

  	
   

  	
  11.580

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Current Interest Rate

  	
   

  	
   

  	
   

  	
  11.580

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  PIK Interest

  	
   

  	
   

  	
   

  	
  0.0

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Days in Year Convention

  	
   

  	
   

  	
  360

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Closing Date

  	
   

  	
   

  	
   

  	
  7/31/2007

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Maturity Date

  	
   

  	
   

  	
   

  	
  extended until 1/31/2011

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Beginning Principal

  	
   

  	
  Current Interest

  	
   

  	
  Ending Principal

  	
   

  
	
  Date

  	
   

  	
  Days

  	
   

  	
  Amount

  	
   

  	
  Due

  	
   

  	
  Amount

  	
   

  
	
  7/31/2007

  	
   

  	
   

  	
   

  	
  5,951,609.00

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9/30/2007

  	
   

  	
  62

  	
   

  	
  5,951,609.00

  	
   

  	
  118,694.92

  	
   

  	
  5,951,609.00

  	
   

  
	
  12/31/2007

  	
   

  	
  92

  	
   

  	
  5,951,609.00

  	
   

  	
  176,127.95

  	
   

  	
  5,951,609.00

  	
   

  
	
  3/31/2008

  	
   

  	
  91

  	
   

  	
  5,951,609.00

  	
   

  	
  174,213.51

  	
   

  	
  5,951,609.00

  	
   

  
	
  6/30/2008

  	
   

  	
  91

  	
   

  	
  5,951,609.00

  	
   

  	
  174,213.51

  	
   

  	
  5,951,609.00

  	
   

  
	
  9/30/2008

  	
   

  	
  92

  	
   

  	
  5,951,609.00

  	
   

  	
  176,127.95

  	
   

  	
  5,951,609.00

  	
   

  
	
  12/31/2008

  	
   

  	
  92

  	
   

  	
  5,951,609.00

  	
   

  	
  176,127.95

  	
   

  	
  5,951,609.00

  	
   

  
	
  4/1/2009

  	
   

  	
  91

  	
   

  	
  5,951,609.00

  	
   

  	
  174,213.51

  	
   

  	
  5,951,609.00

  	
   

  
	
  7/1/2009

  	
   

  	
  91

  	
   

  	
  5,951,609.00

  	
   

  	
  174,213.51

  	
   

  	
  5,951,609.00

  	
   

  
	
  9/30/2009

  	
   

  	
  91

  	
   

  	
  5,951,609.00

  	
   

  	
  174,213.51

  	
   

  	
  5,951,609.00

  	
   

  
	
  12/31/2009

  	
   

  	
  92

  	
   

  	
  5,951,609.00

  	
   

  	
  176,127.95

  	
   

  	
  5,951,609.00

  	
   

  
	
  3/31/2010

  	
   

  	
  90

  	
   

  	
  5,951,609.00

  	
   

  	
  172,299.08

  	
   

  	
  5,951,609.00

  	
   

  
	
  6/30/2010

  	
   

  	
  91

  	
   

  	
  5,951,609.00

  	
   

  	
  174,213.51

  	
   

  	
  5,951,609.00

  	
   

  
	
  9/30/2010

  	
   

  	
  92

  	
   

  	
  5,951,609.00

  	
   

  	
  176,127.95

  	
   

  	
  5,951,609.00

  	
   

  






 


Schedule assumes that Note
will be repaid on September 30, 2010 together with interest.


 
















 


EXHIBIT A TO THIRD AMENDED AND RESTATED SENIOR
SUBORDINATED PROMISSORY NOTE


 


WILLIAM BLAIR MEZZANINE CAPITAL FUND III, L.P.


ISI Detention Contracting Group


$5,951,609 Senior Subordinated Note


 


	
  Assumptions:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Note

  	
   

  	
   

  	
   

  	
  5,951,609

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Interest Rate

  	
   

  	
   

  	
   

  	
  11.580

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Current Interest Rate

  	
   

  	
   

  	
   

  	
  11.580

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Current Interest Rate - after 9/30/2010

  	
   

  	
  15.580

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  PIK Interest

  	
   

  	
   

  	
   

  	
  0.0

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Days in Year
  Convention

  	
   

  	
  360

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Closing Date

  	
   

  	
   

  	
   

  	
  7/31/2007

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Maturity Date

  	
   

  	
   

  	
   

  	
  extended until 1/31/2011

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Beginning Principal

  	
   

  	
  Current Interest

  	
   

  	
  Ending Principal

  	
   

  
	
  Date

  	
   

  	
  Days

  	
   

  	
  Amount

  	
   

  	
  Due

  	
   

  	
  Amount

  	
   

  
	
  7/31/2007

  	
   

  	
   

  	
   

  	
  5,951,609.00

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9/30/2007

  	
   

  	
  62

  	
   

  	
  5,951,609.00

  	
   

  	
  118,694.92

  	
   

  	
  5,951,609.00

  	
   

  
	
  12/31/2007

  	
   

  	
  92

  	
   

  	
  5,951,609.00

  	
   

  	
  176,127.95

  	
   

  	
  5,951,609.00

  	
   

  
	
  3/31/2008

  	
   

  	
  91

  	
   

  	
  5,951,609.00

  	
   

  	
  174,213.51

  	
   

  	
  5,951,609.00

  	
   

  
	
  6/30/2008

  	
   

  	
  91

  	
   

  	
  5,951,609.00

  	
   

  	
  174,213.51

  	
   

  	
  5,951,609.00

  	
   

  
	
  9/30/2008

  	
   

  	
  92

  	
   

  	
  5,951,609.00

  	
   

  	
  176,127.95

  	
   

  	
  5,951,609.00

  	
   

  
	
  12/31/2008

  	
   

  	
  92

  	
   

  	
  5,951,609.00

  	
   

  	
  176,127.95

  	
   

  	
  5,951,609.00

  	
   

  
	
  4/1/2009

  	
   

  	
  91

  	
   

  	
  5,951,609.00

  	
   

  	
  174,213.51

  	
   

  	
  5,951,609.00

  	
   

  
	
  7/1/2009

  	
   

  	
  91

  	
   

  	
  5,951,609.00

  	
   

  	
  174,213.51

  	
   

  	
  5,951,609.00

  	
   

  
	
  9/30/2009

  	
   

  	
  91

  	
   

  	
  5,951,609.00

  	
   

  	
  174,213.51

  	
   

  	
  5,951,609.00

  	
   

  
	
  12/31/2009

  	
   

  	
  92

  	
   

  	
  5,951,609.00

  	
   

  	
  176,127.95

  	
   

  	
  5,951,609.00

  	
   

  
	
  3/31/2010

  	
   

  	
  90

  	
   

  	
  5,951,609.00

  	
   

  	
  172,299.08

  	
   

  	
  5,951,609.00

  	
   

  
	
  6/30/2010

  	
   

  	
  91

  	
   

  	
  5,951,609.00

  	
   

  	
  174,213.51

  	
   

  	
  5,951,609.00

  	
   

  
	
  9/30/2010

  	
   

  	
  92

  	
   

  	
  5,951,609.00

  	
   

  	
  176,127.95

  	
   

  	
  5,951,609.00

  	
   

  
	
  12/31/2010

  	
   

  	
  92

  	
   

  	
  5,951,609.00

  	
   

  	
  236,966.62

  	
   

  	
  5,951,609.00

  	
   

  
	
  1/31/2011

  	
   

  	
  30

  	
   

  	
  5,951,609.00

  	
   

  	
  77,271.72

  	
   

  	
  5,951,609.00

  	
   

  



 


Schedule assumes that Note
will be not be repaid until maturity at 1/31/2011 and reflects stepped-up
current interest rate.