Exhibit
10.96


 


AMENDMENT
NO. 2


to


LOAN AND
SECURITY AGREEMENT


 


THIS AMENDMENT NO.
2 to LOAN AND SECURITY AGREEMENT (the “Amendment”),
dated as of March 30, 2009, between ISI SECURITY GROUP, INC.
(the “Borrower”) and THE PRIVATEBANK AND TRUST COMPANY (the “Bank”).


 


WITNESSETH:


 


WHEREAS, the Borrower and
the Bank are parties to the Loan and Security Agreement dated as of October 3,
2008, as amended by Amendment No. 1 to Loan and Security Agreement, dated
as of January 8, 2009 (the “Loan Agreement”)
(capitalized terms used and not otherwise defined herein shall have the meaning
ascribed thereto in the Loan Agreement); and


 


WHEREAS, the Borrower has
requested and the Bank has agreed to the amendments to the Loan Agreement more
fully set forth herein; and


 


WHEREAS, such amendments
shall be of benefit, either directly or indirectly, to the Borrower;


 


NOW THEREFORE, in
consideration of the covenants, conditions and agreements hereinafter set
forth, the parties hereto agree as follows:


 


1.             Amendments.  Upon and
after the Amendment Effective Date (as defined below)


 


(a)           Section 10.5 of the Loan Agreement is restated and amended in its
entirety as follows:


 


(i)            Maximum Capital Expenditures.  (i) For
the fiscal quarters ending March 31, 2009, June 30, 2009 and September 30,
2009, the Company and its Subsidiaries, on a consolidated basis, shall not make
Capital Expenditures in excess of $300,000 per fiscal quarter; and (ii) for
the twelve (12) month period ending on December 31, 2009 and each twelve
(12) month period ending on the last day of each fiscal quarter thereafter, the
Company and its Subsidiaries, on a consolidated basis, shall not make Capital
Expenditures in excess of $2,000,000.”


 


2.             Representations and Warranties. 
In order to induce the Bank to agree to the amendment described in Section 1
of this Amendment, the Borrower makes the following representations and
warranties, which shall survive the execution and delivery of this Amendment:


(a)           No
Event of Default will exist immediately after giving effect to the amendment
contained herein;


 


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(b)           Each
of the representations and warranties set forth in Section 7 of the
Loan Agreement are true and correct as though such representations and
warranties were made at and as of the Amendment Effective Date, except to the
extent that any such representations or warranties are made as of a specified
date or with respect to a specified period of time, in which case such
representations and warranties shall be made as of such specified date or with
respect to such specified period.  Each
of the representations and warranties made under the Loan Agreement shall
survive to the extent provided therein and not be waived by the execution and
delivery of this Amendment;


 


(c)           The
Borrower is a duly organized, validly existing Delaware corporation and has the
power and authority to execute, deliver and carry out the terms and provisions
of this Amendment, and has taken or caused to be taken all necessary corporate
action to authorize the execution, delivery and performance of this Amendment;


 


(d)           No
consent of any other Person or filing or action by any governmental
authorities, is required to authorize the execution, delivery and performance
of this Amendment;


 


(e)           This
Amendment has been duly executed by a duly authorized signatory on behalf of
the Borrower and constitutes the legal, valid and binding obligation of the
Borrower, enforceable in accordance with its terms, except as enforcement
thereof may be subject to the effect of any applicable (i) bankruptcy,
insolvency, reorganization, moratorium or similar law affecting creditors’
rights generally and (ii) general principals of equity; and


 


(f)            The execution and delivery and performance of the
agreements in this Amendment will not violate any law, statute or regulation
applicable to the Borrower or any order or decree of any governmental
authorities, or conflict with or result in the breach or any contractual
obligation of the Borrower.


 


3.             Conditions Precedent to Effectiveness of
the Amendment.  This Amendment is subject to the satisfaction
of (or waiver by the Bank in its sole discretion) the following conditions
precedent:


 


(a)                           No Potential Event of Default or Event of
Default under the Loan Agreement shall have occurred and be continuing;


 


(b)                           The Guarantors shall have executed and
delivered to the Bank a Reaffirmation of Guaranty Agreement in the form
attached to this Amendment; and


 


(c)                           The Borrower shall have executed and
delivered such other documents and instruments that the Bank may reasonably
request to effect the purposes of this Amendment.


 


4.             Expenses.  The Borrower
agrees to pay on demand all reasonable costs and expenses, including filing and
recording fees, incurred by the Bank in connection with the preparation,
execution and delivery of this Amendment, and any other documents or
instruments which may be delivered in connection herewith, including without
limitation, the reasonable fees and expenses of legal counsel for the Bank.


 


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5.             Counterparts. 
This Amendment may be executed in counterparts and by different parties
hereto in separate counterparts, each of which, when so executed and delivered,
shall be deemed to be an original and all of which, when taken together, shall
constitute one and the same instrument. 
Faxed or emailed signatures of this Agreement shall be binding on the
parties.  Each party shall promptly send
to the other party signed originals of faxed or emailed signatures to this
Agreement.


 


6.             Ratification. 
The Loan Agreement, as amended by this Amendment, is and shall continue
to be in full force and effect and is hereby in all respects confirmed,
approved and ratified.  Except as amended
or waived hereby, all terms and conditions of the Loan Agreement remain the
same.


 


7.             Release.  In consideration of the amendments provided
herein, the Borrower releases and discharges the Bank, and its directors,
officers, employees, agents, successors and assigns from all claims and causes
of action of any nature whatsoever, which the Borrower, its successors and
assigns ever had or have as of the date hereof against the Bank that arise,
directly or indirectly, out of or are related to the Loan Agreement. The
Borrower acknowledges that the Obligations arising under the Loan Agreement are
not subject to any such counterclaim, offset, defense or rights of recoupment
against the Bank.


 


8.             Governing Law. 
The rights and duties of the Borrower and the Bank under this Amendment
shall be governed by the law of the State of Illinois.


 


9.             Reference to Loan Agreement. 
From and after the Amendment Effective Date, each reference in the Loan
Agreement to “this Loan Agreement”, “hereof”, “hereunder” or words of like
import, and all references to the Loan Agreement in any and all agreements,
instruments, documents, notes, certificates and other writings of every kind
and nature, shall be deemed to mean the Loan Agreement as modified and amended
by this Amendment.


 


IN
WITNESS WHEREOF, the parties have caused this Amendment to be
duly executed by their authorized officers as of the date first written above.


 


ISI SECURITY GROUP, INC.


 


 


	
  By: 

  	
    /s/
  Donald F. Neville

  	
   

  
	
  Name:
  

  	
  Donald F. Neville

  
	
  Title:

  	
  CFO

  
	
   

  	
   

  
	
  THE
  PRIVATEBANK AND TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
    /s/
  Nate Palmer

  	
   

  
	
  Name:
  

  	
  Nate Palmer

  
	
  Title:

  	
  Associated Managing
  Director

  
				



 


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REAFFIRMATION OF GUARANTY AGREEMENT


 


The undersigned (a) acknowledges
receipt of a copy of (i) Amendment No. 2 to Loan and Security
Agreement, dated March 30, 2009, between ISI Security Group, Inc. and
The PrivateBank and Trust Company, (b) consents to such amendments and
waivers and all prior amendments and each of the transactions referenced
therein, and (c) hereby reaffirms its obligations under its Unconditional
Continuing Guaranty Agreement, dated as of October 3, 2008 in favor of The
PrivateBank and Trust Company.


 


Dated as of March 30,
2009


 


	
  DETENTION
  CONTRACTING GROUP, LTD.,

  	
   

  
	
  a Texas limited
  partnership

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  ISI
  DETENTION CONTRACTING

  	
   

  
	
   

  	
  GROUP,
  INC., a Texas corporation,

  	
   

  
	
   

  	
  its general partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Donald F. Neville

  	
   

  
	
  Name:

  	
  Donald F. Neville

  	
   

  
	
  Title:

  	
  CFO

  	
   

  
	
   

  	
   

  	
   

  
	
  ISI
  DETENTION CONTRACTING

  	
   

  
	
  GROUP,
  INC., a Texas corporation

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Donald F. Neville

  	
   

  
	
  Name:

  	
  Donald F. Neville

  	
   

  
	
  Title:

  	
  CFO

  	
   

  
	
   

  	
   

  	
   

  
	
  ISI
  DETENTION CONTRACTING

  	
   

  
	
  GROUP,
  INC., a California corporation

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Donald F. Neville

  	
   

  
	
  Name:

  	
  Donald F. Neville

  	
   

  
	
  Title:

  	
  CFO

  	
   

  
	
   

  	
   

  	
   

  
	
  ISI
  DETENTION CONTRACTING

  	
   

  
	
  GROUP,
  INC., a New Mexico corporation

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Donald F. Neville

  	
   

  
	
  Name:

  	
  Donald F. Neville

  	
   

  
	
  Title:

  	
  CFO

  	
   

  
	
   

  	
   

  	
   

  
	
  ISI
  DETENTION SYSTEMS, INC.,

  	
   

  
	
  a Texas corporation

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Donald F. Neville

  	
   

  
	
  Name:

  	
  Donald F. Neville

  	
   

  
	
  Title:

  	
  CFO

  	
   

  



 


4

















 


	
  ISI
  SYSTEMS, LTD.,

  	
   

  
	
  a Texas limited
  partnership

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  ISI
  DETENTION SYSTEMS, INC.,

  	
   

  
	
   

  	
  a Texas corporation,
  its general partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Donald F. Neville

  	
   

  
	
  Name:

  	
  Donald F. Neville

  	
   

  
	
  Title:

  	
  CFO

  	
   

  
	
   

  	
   

  	
   

  
	
  METROPLEX
  CONTROL SYSTEMS, INC.,

  	
   

  
	
  a Texas corporation,
  (f/k/a ISI Metroplex Controls, Inc.)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Donald F. Neville

  	
   

  
	
  Name:

  	
  Donald F. Neville

  	
   

  
	
  Title:

  	
  CFO

  	
   

  
	
   

  	
   

  	
   

  
	
  ISI
  CONTROLS, LTD.,

  	
   

  
	
  a Texas limited
  partnership

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  METROPLEX
  CONTROL SYSTEMS, INC.,

  	
   

  
	
   

  	
  a Texas corporation,
  its general partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Donald F. Neville

  	
   

  
	
  Name:

  	
  Donald F. Neville

  	
   

  
	
  Title:

  	
  CFO

  	
   

  
	
   

  	
   

  	
   

  
	
  METROPLEX
  COMMERCIAL FIRE AND

  	
   

  
	
  SECURITY
  ALARMS, INC., a Texas corporation

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Donald F. Neville

  	
   

  
	
  Name:

  	
  Donald F. Neville

  	
   

  
	
  Title:

  	
  CFO

  	
   

  
	
   

  	
   

  	
   

  
	
  MCFSA,
  LTD.,

  	
   

  
	
  a Texas limited partnership

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  METROPLEX
  COMMERCIAL FIRE AND

  	
   

  
	
   

  	
  SECURITY
  ALARMS, INC., a Texas

  	
   

  
	
   

  	
  corporation, its
  general partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Donald F. Neville

  	
   

  
	
  Name:

  	
  Donald F. Neville

  	
   

  
	
  Title:

  	
  CFO

  	
   

  
	
   

  	
   

  	
   

  
	
  COM-TEC
  SECURITY, LLC,

  	
   

  
	
  a Wisconsin limited
  partnership

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Donald F. Neville

  	
   

  
	
  Name:

  	
  Donald F. Neville

  	
   

  
	
  Title:

  	
  CFO

  	
   

  



 


5

















 


	
  COM-TEC
  CALIFORNIA LIMITED

  	
   

  
	
  PARTNERSHIP,
  a Wisconsin

  	
   

  
	
  limited partnership

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Donald F. Neville

  	
   

  
	
  Name:

  	
  Donald F. Neville

  	
   

  
	
  Title:

  	
  CFO

  	
   

  



 


6

















 


REAFFIRMATION OF GUARANTY AGREEMENT


 


The undersigned (a) acknowledges
receipt of a copy of (i) Amendment No. 2 to Loan and Security
Agreement, dated March 30, 2009, between ISI Security Group, Inc. and
The PrivateBank and Trust Company, (b) consents to such amendments and
waivers and all prior amendments and each of the transactions referenced
therein, and (c) hereby reaffirms its obligations under its Unconditional
Continuing Guaranty Agreement, dated as of January 8, 2009 in favor of The
PrivateBank and Trust Company.


 


Dated as of March 30,
2009


 


	
  ARGYLE
  SECURITY, INC., a Delaware corporation

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Donald F. Neville

  	
   

  
	
  Name:

  	
  Donald F. Neville

  	
   

  
	
  Title:

  	
  CFO

  	
   

  



 


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