SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT AND MODIFICATION OF PROMISSORY NOTE

EXHIBIT 10.23

SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT AND MODIFICATION

OF PROMISSORY NOTE

THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT AND MODIFICATION OF PROMISSORY NOTE (this “ Amendment ”) dated as of August 1, 2009 (the “ Effective Date ”), is by and among THERMO CREDIT, LLC , a Colorado limited liability company, (together with its successors and assigns, “ Lender ”) and TELETOUCH COMMUNICATIONS, INC. , a Delaware corporation (“ TCI ”), TELETOUCH LICENSES, INC. , a Delaware corporation (“ TLI ”), and PROGRESSIVE CONCEPTS, INC. , a Texas corporation (“ PCI ”, collectively with TCI, TLI, and any other Person identified or named from time to time as a “ Debtor ” under the Loan Documents, jointly, severally and in solido , “ Debtor ”).

RECITALS

WHEREAS , Debtor and Lender entered into that certain LOAN AND SECURITY AGREEMENT dated as of April 30, 2008 (as amended, modified, and restated from time to time, the “ Agreement ”), pursuant to which Lender agreed to make certain credit facilities available to Debtor on the terms and conditions set forth therein; and

WHEREAS , in connection with the Agreement, Debtor executed and delivered to Lender that certain PROMISSORY NOTE dated as of even date with the Agreement, in the original principal amount of FIVE MILLION AND NO/100 DOLLARS ($5,000,000.00) (the “ Note ”); and

WHEREAS, in connection with the Agreement, TCI executed and delivered to Lender that certain Deed of Trust, Security Agreement, Assignment of Leases, Assignment of Rents, and Financing Statement dated as of even date with the Note, naming Jack Eumont as Trustee and Lender as Beneficiary, recorded under Clerk’s File No. 2008-0026698 of the Official Public Records of Real Property of Smith County, Texas, (“ Smith County Deed of Trust ”) and covering certain real property situated in Smith County, Texas, as more particularly described on Exhibit “A” to the Smith County Deed of Trust;

WHEREAS, in connection with the Agreement, PCI executed and delivered to Lender that certain Deed of Trust, Security Agreement, Assignment of Leases, Assignment of Rents, and Financing Statement dated as of even date with the Note, naming Jack Eumont as Trustee and Lender as Beneficiary, recorded under Clerk’s File No. D208219469 of the Official Public Records of Real Property of Tarrant County, Texas, (“ Tarrant County Deed of Trust ” and together with the Smith County Deed of Trust, the “ Deed of Trust ”) and covering certain real property situated in Tarrant County, Texas, as more particularly described on Exhibit “A” to the Tarrant County Deed of Trust;

WHEREAS, the parties desire to amend the Agreement, the Note, and the Deed of Trust pursuant to the terms and conditions set forth herein;

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NOW THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Definitions . Capitalized terms used in this Amendment, to the extent not otherwise defined herein, shall have the same meanings as in the Agreement, as amended hereby.

Amendments to Loan and Security Agreement .

Section 1(h)(i) of the Agreement is hereby amended in its entirety as follows:

All present and future accounts, chattel paper (including electronic chattel paper), commercial tort claims, commodity accounts, commodity contracts, deposit accounts, documents, financial assets, general intangibles, health care insurance receivables, instruments, investment property, letters of credit, letter of credit rights, payment intangibles, securities, security accounts, promissory notes, note receivables, and security entitlements now or hereafter owned, held, or acquired.

Section 1(r) of the Agreement is hereby amended in its entirety to read as follows:

“ Excluded Assets ” means the collective reference to:

(i) Any lease, license, contract, property right or agreement to which Debtor or any Subsidiary of Debtor is a party or any of its rights or interests thereunder (including, without limitation, the FCC Licenses and the AT&T Contracts and Accounts) if at any time the grant of a security interest hereunder shall constitute or result in a breach, termination or default under any such lease, license, contract, property right or agreement;

(ii) the Excluded Pledged Equity Interest; and

(iii) all equipment and fixtures (owned by T-Mobile) of whatsoever kind and character now or hereafter possessed, held, acquired, leased or owned, together with all replacements, accessories, additions, substitutions and accessions to all of the foregoing, and all records relating in any way to the foregoing that that are utilized by TCI in any improvements or alterations made to the premises or real property pursuant to any lease or sublease entered into between TCI and T-Mobile.

Sections 1(t), 1(u), and 1(v) of the Agreement are hereby amended in their entirety as follows:

Reserved.

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Section 1(ee) of the Agreement is hereby amended in its entirety as follows:

“ Indebtedness ” means (i) all indebtedness, obligations, and liabilities of Debtor to Lender of any kind or character, now existing or hereafter arising, whether direct, indirect, related, unrelated, fixed, contingent, liquidated, unliquidated, joint, several and in solido, or joint and several and in solido, under the Note, this Agreement or any of the other Loan Documents, (ii) all accrued but unpaid interest on any of the indebtedness described in (i) above, (iii) all obligations of Obligors to Lender under the Loan Documents, (iv) all costs and expenses reasonably incurred by Lender in connection with the enforcement of all or any part of the indebtedness and obligations described in (i), (ii) and (iii) above or the protection or preservation of, or realization upon, the Collateral securing all or any part of such indebtedness and obligations, including without limitation all reasonable attorneys’ fees, and (v) all renewals, extensions, modifications and rearrangements of the indebtedness and payment obligations described in (i), (ii), (iii) and (iv) above.

Section 1(hh) of the Agreement is hereby amended in its entirety as follows:

“ Loan Documents ” means this Agreement, the Note, the Account Control Agreement, and the other agreements, instruments and documents evidencing, securing, governing, guaranteeing or pertaining to the Loans.

Section 1(mm”) is hereby added to the Agreement as follows:

“ Material Transaction ” means, a settlement or transaction or the functional equivalent of any of the foregoing that has a Material Adverse Affect on the operations of the Debtor (including without limitation, the scale of operations) or the Collateral.

Section 1(mm’) is hereby added to the Agreement as follows:

“ Material Transaction Deposit Condition ” means, the payment of proceeds directly from the parties or parties to a Material Transaction other than Debtor into an escrow account for the sole benefit of Lender all of the proceeds of that Material Transaction and otherwise in a manner reasonably satisfactory to the Lender.

Section 1(mm) of the Agreement is hereby amended in its entirety as follows:

“ Monthly Step Down ” shall mean, for each month, commencing with December, 2009, an amount equal to the average principal balance outstanding of Non-Account Loans for that month divided by sixty (60).

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Section 1(nn”) is hereby added to the Agreement as follows:

“ Non-Account Borrowing Base Component ” means the sum of items (1), (2), (3), (4), (6), and (7) of the Borrowing Base.

Section 1(nn’) is hereby added to the Agreement as follows:

“ Non-Account Loans ” means Loans made under this Agreement based on the Non-Account Borrowing Base Component.

Section 1(nn) of the Agreement is hereby amended in its entirety as follows:

“ Note ” means, collectively, any promissory note evidencing all or part of the Indebtedness from time to time (as any such Note may be amended, modified or restated from time to time), including but not limited to that certain Promissory Note dated as of the Closing Date, executed by Debtor in favor of Lender, in the original principal amount of $5,000,000.00 as increased to $18,000,000.00.

Section (a’) is hereby added to the Agreement as follows:

“ Account Control Agreement ” means, that certain letter agreement dated August 1, 2009 by and among Bank of Texas, Debtor, and Lender.

Section 1(vv’) is hereby added to the Agreement as follows:

“ Second Amendment ” means that certain Second Amendment to Loan and Security Agreement (‘ Second Amendment ”) by and between Lender and Debtor dated as of August 1, 2009.

The first sentence of Section 2(b) of the Agreement is hereby amended in its entirety as follows:

Debtor hereby agrees that Debtor is JOINTLY SEVERALLY AND IN SOLIDO liable for, and hereby absolutely and unconditionally guarantees to Lender and its successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Indebtedness owed or hereafter owing to Lender by Debtor.

The first sentence of Section 2(c) of the Agreement is hereby amended in its entirety as follows:

Subject to the terms and conditions set forth in this Agreement and the other Loan Documents, Lender hereby agrees to lend to Debtor an aggregate sum not to exceed at any time the lesser of (i) an amount equal to the Borrowing Base existing at such time or (ii)

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(A) EIGHTEEN MILLION AND NO/100 DOLLARS ($18,000,000.00) minus (B) the Reducing Loan Availability at such time (the “ Revolving Credit Facility ”), on a revolving basis from time to time during the period commencing on the date hereof and continuing until January 31, 2012, or such other date as may be established by a written instrument between Debtor and Lender from time to time (the “ Revolving Credit Maturity Date ”).

Section 2(d)(i)(4) of the Agreement is hereby amended in its entirety as follows:

Sixty percent (60.00%) of Debtor’s Eligible Inventory;

Section 2(d)(i)(5) of the Agreement is hereby amended by deleting “and” following the “;”

Section 2(d)(i)(6) of the Agreement is hereby amended by adding “and” following the “;”

Section 2(d)(i)(7) is hereby added to the Agreement as follows:

Eighty-five percent (85.00%) of the amount of Debtor’s Eligible Notes; provided that in no event shall the aggregate amount of Debtor’s Eligible Notes exceed $1,000,000;

The following is hereby added at the end of Section 2(d)(i) of the Agreement as follows:

Notwithstanding the foregoing, in no event shall the Non-Account Borrowing Base Component exceed more than 33.3% of the amount computed in clause (ii) of the first sentence of Section 2(c).

Section 2(d)(viii) is hereby added to the Agreement as follows:

“ Eligible Notes ” means, at any time, all notes receivable owned by Debtor (and in the possession of Debtor) created in the ordinary course of business and have been approved in writing in advance by Lender and satisfy the following conditions:

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Section 2(h)(ii) of the Agreement is hereby amended by deleting the “and” following the “;” at the end of such Section 2(h)(ii).

Section 2(h)(iii) of the Agreement is hereby amended by deleting the “.” at the end of such Section 2(h)(iii) and substituting “;” in place thereof.

Sections 2(h)(iv) and 2(h)(v) are hereby added to the Agreement as follows:

(iv) A commitment fee (“ Commitment Fee B ”) equal to 1.875% of the amount set forth in clause (A) of the first sentence of Section 2(c) less $93,062.50. An amount equal to $41,937.50 of Commitment Fee B shall be due and payable on or before the execution and delivery of the Second Amendment, $135,000.00 of Commitment Fee B shall be due and payable on or before August 1, 2010, and $67,500.00 of Commitment Fee B shall be due and payable on or before August 1, 2011; and

(v) A monitoring fee on the amount set forth in clause (A) of the first sentence of Section 2(c) from the effective date of the Second Amendment to and including the Revolving Credit Maturity Date, at the rate of one tenth of one percent (0.10%) per month based on a 30 day month and the actual number of days elapsed.

Section 4(c) of the Agreement is hereby amended in its entirety as follows:

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Setoff. If an Event of Default shall have occurred and be continuing, Lender shall have the right to set off and apply against the Indebtedness in such manner as Lender may determine, at any time and without notice to Debtor, any and all deposits (general or special, time or demand, provisional or final) or other sums at any time credited by or owing from Lender to Debtor whether or not such Indebtedness is then due. As further security for such Indebtedness, Debtor hereby grants to Lender a security interest in all money, instruments, and other Property of Debtor now or hereafter held by Lender, including, without limitation, Property held in safekeeping. In addition to Lender’s right of setoff and as further security for the Indebtedness, Debtor hereby grants to Lender a security interest in all deposits (general or special, time or demand, provisional or final) and other accounts of Debtor now or hereafter on deposit with or held by Lender and all other sums at any time credited by or owing from Lender to Debtor. The rights and remedies of Lender hereunder are in addition to any other rights and remedies (including, without limitation, other rights of setoff) which Lender may have.

Section 8(c) of the Agreement is hereby amended in its entirety as follows:

Loans and Guarantees. Debtor will not make loans to or guarantee any Debt of any other Person, other than (i) the Loans outstanding on the Closing Date as set forth on Schedule 8(c) hereto, (ii) loans or advances to employees of Debtor not to exceed an aggregate principal amount of FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00) outstanding at any time, (iii) loans or advances constituting Intercompany Debt permitted under Section 8(b)(ii) or Subordinated Debt permitted under Section 8(b)(xiv