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 30 th 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.
