Fifth Amendment to Loan and Security Agreement



 Exhibit 10.82 
 FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT 
 This Fifth Amendment (this “Amendment”) is
made as of the 30th day of June, 2006 to that certain Loan and Security Agreement dated December 14, 2004, as previously amended by First Amendment to Loan and Security Agreement dated March 16, 2005 and by Second Amendment to Loan and Security
Agreement dated as of October 31, 2005, by Third Amendment to Loan and Security Agreement dated December 14, 2005, and by Fourth Amendment to Loan and Security Agreement dated March 30, 2006 (the “Loan Agreement”) among CITIZENS BANK OF
MASSACHUSETTS (the “Bank”) and each of VIISAGE TECHNOLOGY, INC., a Delaware corporation, TRANS DIGITAL TECHNOLOGIES CORPORATION, a Delaware corporation, IMAGING AUTOMATION, INC., a Delaware corporation and BIOMETRICA SYSTEMS, INC., a New
Hampshire corporation (hereinafter individually and collectively referred to as the “Borrower”). Capitalized terms used and not defined in this Amendment shall have the meanings ascribed to them in the Loan Agreement. 
 RECITALS 
 Borrower has requested that
Bank agree to again amend the Minimum EBITDA covenant contained in Section 15(c) of the Loan Agreement for the discrete fiscal quarter ended June 30, 2006. Bank is amenable to amending the Minimum EBITDA covenant, but only on the terms and
conditions set forth in the Loan Agreement as amended hereby. 
 AGREEMENT 
 In consideration of the foregoing, of the undertakings of Borrower and Bank herein and for other good and valuable consideration, receipt and sufficiency
of which is hereby acknowledged, the parties hereto hereby agree as follows: 
 1. The Minimum EBITDA covenant contained in Section 15(c) of the Loan
Agreement is hereby amended to provide that, for the discrete reporting period ending June 30, 2006 only, Borrower’s EBITDA shall not be less than $750,000.00. The foregoing amendment is effective only for the discrete reporting period
ended June 30, 2006, and Bank’s agreement to modify this covenant for such period shall not constitute an agreement by Bank to modify or amend this or any other covenant contained in the Loan Agreement for any other reporting period.

 2. The definition of EBITDA contained in Section 15 of the Loan Agreement is deleted in its entirety and replaced with the following text:

 “‘EBITDA’ shall mean, for the applicable period, income from continuing operations before the payment of interest
and taxes, plus depreciation, amortization, and non-cash stock option expenses, all as determined in accordance with generally accepted accounting principles;” 
 3. Section 15(o)(i) of the Loan Agreement is hereby deleted in its entirety and replaced with the following text: 
 “... (i) Merge or consolidate with or into any person or entity;...” 
 4. In connection with
Bank’s consents to Borrower’s acquisition of the capital stock of each of Integrated Biometric Technology (“IBT”) and SecuriMetrics, Inc.(“SecuriMetrics”), Borrower covenanted with Bank that each of IBT and
SecuriMetrics would become parties to the Loan Agreement 








 
and ancillary documents on or before March 31, 2006, which was later extended by Bank to May 31, 2006. Bank hereby further extends the date for the
joinder of IBT and SecuriMetrics to the Loan Agreement to August 31, 2006. The failure of borrower to cause IBT and SecuriMetrics to become parties to the Loan Agreement as required shall constitute an Event of Default under the Loan Agreement.

 5. Borrower represents and warrants that all of the representations and warranties made by Borrower in the Loan Agreement and other Loan Documents are and
continue to be true and correct on the date hereof, except to the extent that any of such representations and warranties relate by their terms solely to a date prior to date of this Amendment. Except to the extent modified by this Amendment,
Borrower hereby ratifies and confirms all of its covenants and agreements under the Loan Agreement. 
 6. Borrower further represents and warrants that this
Amendment is a valid and binding obligation of each Borrower, enforceable against each Borrower in accordance with its terms, except as may be affected by bankruptcy and other similar laws of general application affecting the rights and remedies of
creditors. 
 7. Borrower shall promptly execute and deliver such further documents, instruments and agreements and take such further action as Bank may
reasonably request, in its sole discretion, to effect the purposes of this Amendment and the Loan Agreement and other Loan Documents, including, but not limited to the execution and delivery of all documents necessary or reasonably required by Bank
to ensure that Bank has perfected liens on all assets of Borrower to the extent originally provided under the Loan Agreement and the other Loan Documents. Borrower hereby appoints any officer or agent of Bank as Borrower’s true and lawful
attorney in fact, with power of substitution to endorse the name of Borrower or any of their officers or agents in such regard, exercisable by Bank during the continuance of an Event of Default. 
 8. Except as otherwise expressly provided in this Amendment, nothing in this Amendment shall extend to or affect in any way any of the Obligations or any of the rights
and remedies of Bank arising under the Loan Agreement and other Loan Documents, and Bank shall not be deemed to have waived any or all of such rights and remedies with respect to any Event of Default or event or condition which, with notice or the
lapse of time, would become an Event of a Default and which, upon Borrower’s execution and delivery of this Amendment, might otherwise exist or which might hereafter occur. 
 9. By execution of this Amendment, each Borrower acknowledges and confirms that it does not, as of the date of this Amendment, have any offsets, defenses or claims against Bank or any of its officers, agents,
directors or employees whether asserted or unasserted to their respective Obligations. 
 10. To the extent possible and except for the specific changes to
the Loan Agreement effected hereby, this Amendment shall be construed to be consistent with the provisions of the Loan Agreement. In the event of any inconsistency between the provisions of this Amendment and any other document (including, without
limitation, any Loan Document), instrument, or agreement entered into by and between Bank and Borrower, the provisions of this Amendment shall govern and control. This Amendment shall be binding upon Bank and Borrower, and their representatives,
successors, and assigns, and shall inure to the benefit of Bank and Borrower and their respective successors and assigns. This Amendment and all documents, instruments, and agreements executed in connection herewith incorporate all of the
discussions and negotiations between Borrower and Bank, either expressed or implied, concerning the matters included herein and in such other documents, instruments and agreements, any statute, custom, or usage to the contrary notwithstanding. No
such discussions or 

  

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negotiations shall limit, modify, or otherwise affect the provisions hereof. No modification, amendment, or waiver of any provision of this Amendment, or any
provision of any other document, instrument, or agreement between any Borrower and Bank shall be effective unless executed in writing by the party to be charged with such modification, amendment, or waiver. 
 11. Borrower acknowledges and agrees that it shall immediately pay to Bank the full amount of all reasonable out-of-pocket costs and expenses of Bank incurred by Bank in
preparation and documentation of this Amendment and all documents ancillary hereto or incurred by Bank after the date of this Amendment in connection with administration of the Obligations or enforcement of any rights of Bank under the Loan
Agreement and other Loan Documents or otherwise in respect of any of the Obligations. 
 12. If any clause or provision of this Amendment is determined to be
illegal, invalid or unenforceable under any present or future law by the final judgment of a court of competent jurisdiction, the remainder of this Amendment will not be affected thereby. It is the intention of the parties that if any such provision
is held to be invalid, illegal or unenforceable, there will be added in lieu thereof an enforceable provision as similar in terms to such provision as is possible, and that such added provision will be legal, valid and enforceable. 
 13. This Amendment is delivered to Bank in The Commonwealth of Massachusetts and it is the desire and intention of the parties that this Amendment and the Loan Documents
be in all respects interpreted according to the laws of The Commonwealth of Massachusetts. Borrower each specifically and irrevocably consents to the personal and subject matter, jurisdiction and venue of any court of The Commonwealth of
Massachusetts sitting in the counties of Suffolk or Middlesex or in the District Court of the United States for the District of Massachusetts with respect to all matters concerning this Amendment or the Loan Documents or the enforcement of any of
the foregoing. 
 14. This Amendment may be executed in one or more counterparts, each of which will be deemed an original document, but all of which will
constitute a single document. This Amendment will not be binding on or constitute evidence of a contract between the parties until such time as a counterpart of this document has been executed by each of the parties and delivered to Bank.

  

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 WITNESS our hands and seals as of June 30, 2006. 
  

							
	WITNESS (to all)	 		 	BORROWERS:
		 		 	VIISAGE TECHNOLOGY, INC.
				
	 /s/ Mary-Jo Porcello
	 		 	By:	 	 /s/ Elliot J. Mark

		 		 		 	duly authorized
			
		 		 	TRANS DIGITAL TECHNOLOGIES CORPORATION
				
		 		 	By:	 	 /s/ Elliot J. Mark

		 		 		 	duly authorized
			
		 		 	IMAGING AUTOMATION, INC.
				
		 		 	By:	 	 /s/ Elliot J. Mark

		 		 		 	duly authorized
			
		 		 	BIOMETRICA SYSTEMS, INC.
				
		 		 	By:	 	 /s/ Elliot J. Mark

		 		 		 	duly authorized
			
		 		 	BANK:
		 		 	CITIZENS BANK OF MASSACHUSETTS
				
	 /s/ Joyce A. Robinson
	 		 	By:	 	 /s/ Sharon Stone

		 		 		 	Sharon Stone, Sr. Vice President

  

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