Exhibit 10.98


 


Execution
Version


 


ALLONGE TO AMENDED AND RESTATED SENIOR
SUBORDINATED

PROMISSORY NOTE A


 


THIS
ALLONGE TO AMENDED AND RESTATED SENIOR SUBORDINATED PROMISSORY NOTE
A (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 Amended and Restated
Senior Subordinated Promissory Note A, dated as of January 8, 2009, in the
original principal amount of Five Million and No/100 Dollars ($5,000,000.00), a
copy of which is attached as Annex 1 hereto and incorporated herein by
this reference (“Note A”); and


 


WHEREAS, in
order to amend the payment schedule under Note A, 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 Note A 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 Note A.


 


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


Amended and
Restated Senior Subordinated Promissory Note A


 


IN WITNESS WHEREOF,
the parties have caused this Allonge to Amended and Restated Senior
Subordinated Promissory Note A 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 AMENDED AND RESTATED SENIOR SUBORDINATED
PROMISSORY NOTE A


 


WILLIAM BLAIR MEZZANINE CAPITAL FUND III, L.P.


ISI Detention Contracting Group


$5,000,000 Senior Subordinated Promissory Note A


 


 


	
  Assumptions:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Note

  	
   

  	
   

  	
   

  	
  5,000,000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Current Interest Rate

  	
   

  	
   

  	
   

  	
  11.580

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Current Interest Rate - after 9/30/2010

  	
   

  	
  15.580

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PIK Interest Rate

  	
   

  	
   

  	
   

  	
  8.420

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Days in Year Convention

  	
   

  	
  360

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Closing Date

  	
   

  	
   

  	
   

  	
  1/2/2008

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Maturity Date

  	
   

  	
   

  	
   

  	
  extended until 1/31/2011

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Beginning Principal

  	
   

  	
  Current Interest

  	
   

  	
  Deferred

  	
   

  	
  Total Interest

  	
   

  	
  Current Interest

  	
   

  	
  Ending Principal

  	
   

  
	
  Date

  	
   

  	
  Days

  	
   

  	
  Amount

  	
   

  	
  Due

  	
   

  	
  Interest

  	
   

  	
  For Period

  	
   

  	
  Paid

  	
   

  	
  Amount

  	
   

  
	
  1/2/2008

  	
   

  	
   

  	
   

  	
  5,000,000.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3/31/2008

  	
   

  	
  90

  	
   

  	
  5,000,000.00

  	
   

  	
  144,750.00

  	
   

  	
  105,250.00

  	
   

  	
  250,000.00

  	
   

  	
  (144,750.00

  	
  )

  	
  5,105,250.00

  	
   

  
	
  6/30/2008

  	
   

  	
  91

  	
   

  	
  5,105,250.00

  	
   

  	
  149,439.18

  	
   

  	
  108,659.57

  	
   

  	
  258,098.75

  	
   

  	
  (149,439.18

  	
  )

  	
  5,213,909.57

  	
   

  
	
  9/30/2008

  	
   

  	
  92

  	
   

  	
  5,213,909.57

  	
   

  	
  154,296.96

  	
   

  	
  112,191.75

  	
   

  	
  266,488.71

  	
   

  	
  (154,296.96

  	
  )

  	
  5,326,101.32

  	
   

  
	
  12/31/2008

  	
   

  	
  92

  	
   

  	
  5,326,101.32

  	
   

  	
  157,617.09

  	
   

  	
  114,605.86

  	
   

  	
  272,222.96

  	
   

  	
  (157,617.09

  	
  )

  	
  5,440,707.19

  	
   

  
	
  4/1/2009

  	
   

  	
  91

  	
   

  	
  5,440,707.19

  	
   

  	
  159,258.57

  	
   

  	
  115,799.41

  	
   

  	
  275,057.97

  	
   

  	
  (159,258.57

  	
  )

  	
  5,556,506.59

  	
   

  
	
  7/1/2009

  	
   

  	
  91

  	
   

  	
  5,556,506.59

  	
   

  	
  162,648.21

  	
   

  	
  118,264.07

  	
   

  	
  280,912.28

  	
   

  	
  (162,648.21

  	
  )

  	
  5,674,770.66

  	
   

  
	
  9/30/2009

  	
   

  	
  91

  	
   

  	
  5,674,770.66

  	
   

  	
  166,110.00

  	
   

  	
  120,781.19

  	
   

  	
  286,891.18

  	
   

  	
  (166,110.00

  	
  )

  	
  5,795,551.85

  	
   

  
	
  12/31/2009

  	
   

  	
  92

  	
   

  	
  5,795,551.85

  	
   

  	
  171,509.70

  	
   

  	
  124,707.40

  	
   

  	
  296,217.09

  	
   

  	
  (171,509.70

  	
  )

  	
  5,920,259.25

  	
   

  
	
  3/31/2010

  	
   

  	
  90

  	
   

  	
  5,920,259.25

  	
   

  	
  171,391.51

  	
   

  	
  124,621.46

  	
   

  	
  296,012.96

  	
   

  	
  (171,391.51

  	
  )

  	
  6,044,880.70

  	
   

  
	
  6/30/2010

  	
   

  	
  91

  	
   

  	
  6,044,880.70

  	
   

  	
  176,943.73

  	
   

  	
  128,658.57

  	
   

  	
  305,602.30

  	
   

  	
  (176,943.73

  	
  )

  	
  6,173,539.27

  	
   

  
	
  9/30/2010

  	
   

  	
  92

  	
   

  	
  6,173,539.27

  	
   

  	
  182,695.61

  	
   

  	
  132,840.85

  	
   

  	
  315,536.45

  	
   

  	
  (182,695.61

  	
  )

  	
  6,306,380.12

  	
   

  
	
  12/31/2010

  	
   

  	
  92

  	
   

  	
  6,306,380.12

  	
   

  	
  251,092.03

  	
   

  	
  135,699.29

  	
   

  	
  386,791.31

  	
   

  	
  (251,092.03

  	
  )

  	
  6,442,079.41

  	
   

  
	
  1/31/2011

  	
   

  	
  30

  	
   

  	
  6,442,079.41

  	
   

  	
  83,639.66

  	
   

  	
  45,201.92

  	
   

  	
  128,841.59

  	
   

  	
  (83,639.66

  	
  )

  	
  6,487,281.33

  	
   

  



 


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


 


















 


EXHIBIT A TO AMENDED AND RESTATED SENIOR SUBORDINATED
PROMISSORY NOTE A


 


WILLIAM BLAIR MEZZANINE CAPITAL FUND III, L.P.


ISI Detention Contracting Group


$5,000,000 Senior Subordinated Promissory Note A


 


 


	
  Assumptions:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Note

  	
   

  	
   

  	
   

  	
  5,000,000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Current Interest Rate

  	
   

  	
   

  	
   

  	
  11.580

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PIK Interest Rate

  	
   

  	
   

  	
   

  	
  8.420

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Days in Year Convention

  	
   

  	
  360

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Closing Date

  	
   

  	
   

  	
   

  	
  1/2/2008

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Maturity Date

  	
   

  	
   

  	
   

  	
  extended until 1/31/2011

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Beginning Principal

  	
   

  	
  Current Interest

  	
   

  	
  Deferred

  	
   

  	
  Total Interest

  	
   

  	
  Current Interest

  	
   

  	
  Ending Principal

  	
   

  
	
  Date

  	
   

  	
  Days

  	
   

  	
  Amount

  	
   

  	
  Due

  	
   

  	
  Interest

  	
   

  	
  For Period

  	
   

  	
  Paid

  	
   

  	
  Amount

  	
   

  
	
  1/2/2008

  	
   

  	
   

  	
   

  	
  5,000,000.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3/31/2008

  	
   

  	
  90

  	
   

  	
  5,000,000.00

  	
   

  	
  144,750.00

  	
   

  	
  105,250.00

  	
   

  	
  250,000.00

  	
   

  	
  (144,750.00

  	
  )

  	
  5,105,250.00

  	
   

  
	
  6/30/2008

  	
   

  	
  91

  	
   

  	
  5,105,250.00

  	
   

  	
  149,439.18

  	
   

  	
  108,659.57

  	
   

  	
  258,098.75

  	
   

  	
  (149,439.18

  	
  )

  	
  5,213,909.57

  	
   

  
	
  9/30/2008

  	
   

  	
  92

  	
   

  	
  5,213,909.57

  	
   

  	
  154,296.96

  	
   

  	
  112,191.75

  	
   

  	
  266,488.71

  	
   

  	
  (154,296.96

  	
  )

  	
  5,326,101.32

  	
   

  
	
  12/31/2008

  	
   

  	
  92

  	
   

  	
  5,326,101.32

  	
   

  	
  157,617.09

  	
   

  	
  114,605.86

  	
   

  	
  272,222.96

  	
   

  	
  (157,617.09

  	
  )

  	
  5,440,707.19

  	
   

  
	
  4/1/2009

  	
   

  	
  91

  	
   

  	
  5,440,707.19

  	
   

  	
  159,258.57

  	
   

  	
  115,799.41

  	
   

  	
  275,057.97

  	
   

  	
  (159,258.57

  	
  )

  	
  5,556,506.59

  	
   

  
	
  7/1/2009

  	
   

  	
  91

  	
   

  	
  5,556,506.59

  	
   

  	
  162,648.21

  	
   

  	
  118,264.07

  	
   

  	
  280,912.28

  	
   

  	
  (162,648.21

  	
  )

  	
  5,674,770.66

  	
   

  
	
  9/30/2009

  	
   

  	
  91

  	
   

  	
  5,674,770.66

  	
   

  	
  166,110.00

  	
   

  	
  120,781.19

  	
   

  	
  286,891.18

  	
   

  	
  (166,110.00

  	
  )

  	
  5,795,551.85

  	
   

  
	
  12/31/2009

  	
   

  	
  92

  	
   

  	
  5,795,551.85

  	
   

  	
  171,509.70

  	
   

  	
  124,707.40

  	
   

  	
  296,217.09

  	
   

  	
  (171,509.70

  	
  )

  	
  5,920,259.25

  	
   

  
	
  3/31/2010

  	
   

  	
  90

  	
   

  	
  5,920,259.25

  	
   

  	
  171,391.51

  	
   

  	
  124,621.46

  	
   

  	
  296,012.96

  	
   

  	
  (171,391.51

  	
  )

  	
  6,044,880.70

  	
   

  
	
  6/30/2010

  	
   

  	
  91

  	
   

  	
  6,044,880.70

  	
   

  	
  176,943.73

  	
   

  	
  128,658.57

  	
   

  	
  305,602.30

  	
   

  	
  (176,943.73

  	
  )

  	
  6,173,539.27

  	
   

  
	
  9/30/2010

  	
   

  	
  92

  	
   

  	
  6,173,539.27

  	
   

  	
  182,695.61

  	
   

  	
  132,840.85

  	
   

  	
  315,536.45

  	
   

  	
  (182,695.61

  	
  )

  	
  6,306,380.12

  	
   

  



 


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