LOAN AND SECURITY AGREEMENT

EXHIBIT 10.1

LOAN AND SECURITY AGREEMENT

THIS LOAN AND SECURITY AGREEMENT dated as of April 30, 2008 the “ Closing Date ”) (as amended, modified or restated from time to time, this “ Agreement ”), will serve to set forth the terms of the Revolving Credit Facility by and among THERMO CREDIT, LLC , a Colorado limited liability company (together with its successors and assigns, “ Lender ”), 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 , TCI, TLI, and PCI desire to establish their borrowing potential on a consolidated basis to the same extent possible if they were merged into a single entity and that this Agreement reflects the establishment of a Revolving Credit Facility which would not otherwise be available to TCI, TLI, and PCI if they were not jointly, severally and in solido liable for payment and performance of the Indebtedness under the Loan Documents; and

WHEREAS , TCI, TLI, and PCI have (1) determined that each will benefit specifically and materially from the Revolving Credit Facility contemplated by this Agreement, and (2) have requested and bargained for the structure, terms and obligations set forth in the Loan Documents; and

WHEREAS, Debtor has requested that Lender extend the Revolving Credit Facility to Debtor on the terms described in this Agreement; and

WHEREAS , Lender is willing to make the Revolving Credit Facility available to Debtor upon and subject to the provisions, terms and conditions set forth in the Loan Documents;

NOW THEREFORE , the parties hereto, intending to be legally bound, agree as follows:

1. Definitions . As used in this Agreement, all exhibits, appendices and schedules hereto, and in any other Loan Documents made or delivered pursuant to this Agreement, the following terms will have the meanings given such terms in this Section 1 or in the provisions, sections or recitals herein:

(a) “ Acquisition ” means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, (b) the acquisition of in excess of 50% of the capital stock, partnership interests, membership interests or equity of any Person (other than a Person that is a Subsidiary), or otherwise causing any Person to become a Subsidiary, or (c) a merger or consolidation or any other combination with another Person (other than a Person that is a Subsidiary).

1

(b) “ Affiliate ” means, with respect to a specified Person, another Person that directly or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

(c) “ AT&T Contracts and Accounts ” means those certain distribution agreements as amended from time-to-time between PCI and Southwestern Bell Wireless, Inc. and its successor entities, including Dallas SMSA Limited Partnership, New Cingular Wireless PCS, LLC, AT&T Mobility and other like kind entities.

(d) “ Borrowing Base ” has the meaning specified in Section 2(d)(i).

(e) “ Business Day ” means any day other than a Saturday, Sunday, or any other day on which any branch of the Federal Reserve Bank of New Orleans, Louisiana, is closed.

(f) “ Capital Lease Obligations ” means, as to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

(g) “ Code ” means the Uniform Commercial Code as the same may, from time to time, be enacted and in effect in the State of Louisiana; provided, that to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in different articles or divisions of the Code, the definition of such term contained in Article 9 shall govern; provided further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of, or remedies with respect to, Lender’s lien on any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of Louisiana, the term “ Code ” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority or remedies and for purposes of definitions related to such provisions.

(h) “ Collateral ” means:

(i) 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, and security entitlements now or hereafter owned, held, or acquired.

2

(ii) All present and hereafter acquired inventory and goods (including without limitation, all raw materials, work in process and finished goods) held, possessed, owned, held on consignment, or held for sale, lease, return or to be furnished under contracts of services, in whole or in part, wherever located.

(iii) All equipment and fixtures 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.

(iv) All Patents, Copyrights, Trademarks, Licenses and other intellectual property or rights now or hereafter owned, held, or acquired (including without limitation, those Patents, Copyrights, Trademarks, and licenses set forth on Schedule 1(d)(iv) attached hereto, if any).

(v) the Debtor Judgment.

(vi) Any and all substitutes and replacements for, accessions, attachments and other additions to, tools, parts and equipment now or hereafter added to or used in connection with, and all cash or non-cash proceeds and products of, the Collateral (including, without limitation, all income, benefits and property receivable, received or distributed which results from any of the Collateral, such as dividends payable or distributable in cash, property or stock; insurance distributions of any kind related to the Collateral, including, without limitation, returned premiums, interest, premium and principal payments; redemption proceeds and subscription rights; and shares or other proceeds of conversions or splits of any securities in the Collateral); any and all causes in action and causes of action of Debtor, whether now existing or hereafter arising, relating directly or indirectly to the Collateral (whether arising in contract, tort or otherwise and whether or not currently in litigation); all certificates of title, manufacturer’s statements of origin; all warranties, wrapping, packaging, advertising and shipping materials used or to be used in connection with or related to the Collateral; all of Debtor’s books, records, data, plans, manuals, computer software, computer tapes, computer systems, computer disks, computer programs, source codes and object codes containing any information, pertaining directly or indirectly to the Collateral and all rights of Debtor to retrieve data and other information pertaining directly or indirectly to the Collateral from third parties, whether now existing or hereafter arising; and all returned, refused, stopped in transit, or repossessed Collateral, any of which, if received by Debtor, upon request shall be delivered immediately to Lender.

The term “ Collateral ,” as used herein, shall also include (i) any other Property, real or personal, tangible or intangible, now existing or hereafter acquired, of Debtor that may at any time be or become subject to a security interest or lien in favor of Lender, and (ii) all SUPPORTING OBLIGATIONS, PRODUCTS and PROCEEDS of all of the foregoing (including without limitation, insurance payable by reason of loss or damage to the foregoing property) and any Property, securities, guaranties or monies of Debtor which

3

may at any time come into the possession of Lender. The designation of proceeds does not in and of itself authorize Debtor to sell, transfer or otherwise convey any of the foregoing property except in the ordinary course of Debtor’s business or as otherwise provided herein.

Notwithstanding the foregoing, as used herein the term “Collateral” shall not include, and Lender shall not at any time have any security interest in or any other lien on, any Excluded Assets.

(i) “ Collateral Access Agreement ” means, with respect to any inventory, any landlord waiver or other agreement, in form and substance reasonably satisfactory to Lender, between Lender and any third party (including any bailee, consignee, customs broker, mortgagee, or other similar Person) in possession of any such inventory for any real Property where such inventory is located.

(j) “ Constituent Documents ” means (i) in the case of a corporation, its articles or certificate of incorporation and bylaws; (ii) in the case of a general partnership, its partnership agreement; (iii) in the case of a limited partnership, its certificate of limited partnership and partnership agreement; (iv) in the case of a trust, its trust agreement; (v) in the case of a joint venture, its joint venture agreement; (vi) in the case of a limited liability company, its articles of organization and operating agreement or regulations; and (vii) in the case of any other entity, its organizational and governance documents and agreements.

(k) “ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.

(l) “ Copyright ” means all right, title and interest in and to the copyright applications and copyrights of a Person and those copyrights which are hereafter obtained or acquired by such Person and all registrations, applications and recordings thereof, including, without limitation, all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof, and all applications, registrations and recordings in the United States Copyright Office or in any similar office or agency of the United States, or any State thereof, all whether now owned or hereafter acquired by a Person.

(m) “ Debt ” means, with respect to Debtor, without duplication, the sum of the following calculated in accordance with GAAP:

(i) all liabilities, obligations and indebtedness for borrowed money of such Person including, but not limited to, obligations evidenced by bonds, debentures, notes or other similar instruments of such Person;

(ii) all obligations for the deferred purchase price of property or services of any such Person, except trade payables arising in the ordinary course of business not more than ninety (90) days past due;

4

(iii) all Capital Lease Obligations of such Person (regardless of whether accounted for as indebtedness under GAAP);

(iv) all guarantees that have the economic effect of guaranteeing the payment of any Indebtedness of any other Person;

(v) all indebtedness created under or arising under any conditional sale or other title retention agreement with respect to property acquired, whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(vi) all payment obligations, contingent or otherwise, of such Person relative to the face amount of letters of credit, whether or not drawn, including, without limitation, any reimbursement obligation under any such letter of credit issued for the account of such Person; and

(vii) Hedging Obligations.

For all purposes hereof, the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person.

(n) “ Debtor Judgment ” means that certain final judgment rendered in the matter of Teletouch, Inc. vs. Richard Fry, Locatient, Ltd. Co., and Datalogic International, Inc. by Judge Michael H. Schneider in the United States District Court for the Eastern District of Texas, Tyler Division, Cause No. 6:05-CV-363, and signed on April 16, 2007.

(o) “ Debtor Mortgage ” means a first and second lien on that certain real property owned by PCI which is located in Tarrant County, Fort Worth, Texas as further described in Schedules 1(d)(iii) and 1(jj)which secures PCI’s payment obligations under those certain promissory notes dated May 8, 2007 made by PCI and payable to the order of United Commercial Bank and Jardine Capital Corp., as amended, restated, supplemented, or otherwise modified from time to time.

(p) “ Environmental Laws ” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or to health and safety matters.

(q) “ Environmental Liabilities ” means, as to any Person, all liabilities, obligations, responsibilities, remedial actions, losses, damages, punitive damages, consequential damages, treble damages, costs, and expenses, (including, without limitation, all reasonable fees, disbursements and expenses of counsel, expert and consulting fees and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand, by any Person,

5

whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute, including any Environmental Law, permit, order or agreement with any Governmental Authority or other Person, arising from environmental, health or safety conditions or the release or threatened release of a Hazardous Material into the environment, resulting from the past, present, or future operations of such Person or its Affiliates.

(r) “ 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 Interests; and

(iii) the Factored Property.

(s) “ Excluded Pledged Equity Interests ” means all of the common stock of each of PCI and TCI.

(t) “ Factored Property ” means any and all trade account receivable balances and customer invoices and all other property and proceeds thereof sold to the Purchaser (as defined under the Factoring Agreement) from time to time under the Factoring Agreement.

(u) “ Factoring Agreement ” means, that certain Factoring and Security Agreement dated as of August 10, 2006, by and between PCI and Lender, as the same may be amended, restated, supplemented, extended, or otherwise modified from time to time.

(v) “ Factoring Obligations ” means, on any date of determination, all payment obligations of PCI to Thermo Credit, LLC, under the Factoring Agreement, determined after giving effect to the exercise by Thermo Credit, LLC of its rights and remedies against and application of funds contained in the Thermo Contingency Account (as defined in the Factoring Agreement) to such payment obligations.

(w) “ FCC ” means the U.S. Federal Communications Commission, and any successor.

(x) “ FCC Licenses ” means all licenses and permits issued by the FCC to Debtor that are necessary and required by the FCC to conduct its business.

(y) “ GAAP ” means generally accepted accounting principles in the United States as in effect from time to time, applied on a consistent basis, as set forth in Opinions of the Accounting Principles Board of the American Institute of Certified

6

Public Accountants and/or in statements of the Financial Accounting Standards Board and/or their respective successors and which are applicable in the circumstances as of the date in question. Accounting principles are applied on a “consistent basis” when the accounting principles applied in a current period are reasonably comparable in all material respects to those accounting principles applied in a preceding period.

(z) “ Governmental Authority ” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

(aa) “ Government Receivable ” means any account where the account debtor with respect to such account is a State or Federal governmental agency, office, municipality or other government authority or political subdivision thereof.

(bb) “ Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

(cc) “ Hedging Agreement ” means (i) any agreement (including terms and conditions incorporated by reference therein) which is a rate swap agreement, basis swap, forward rate agreement, commodity swap, interest rate option, forward foreign exchange agreement, spot foreign exchange agreement, rate cap agreement, rate floor agreement, rate collar agreement, currency swap agreement, cross-currency rate swap agreement, currency option, any other similar agreement or arrangement (including any option to enter into any of the foregoing) designed to alter the risks of any Person arising from fluctuations in interest rates, currency values or commodity prices, (ii) any combination of the foregoing, and (iii) a master agreement for any of the foregoing together with all supplements, all as amended, restated, supplemented or otherwise modified from time to time.

(dd) “ Hedging Obligations ” means all existing or future payment and other obligations, including obligations arising from early termination, of the Borrower arising under or in connection with any Hedging Agreement.

(ee) “ 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, or Factoring Agreement Obligations, (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,

7

and (v) all renewals, extensions, modifications and rearrangements of the indebtedness and payment obligations described in (i), (ii), (iii) and (iv) above; provided, however, that if on any date Thermo Credit, LLC is either no longer the Purchaser (as defined under the Factoring Agreement) under the Factoring Agreement or is no longer the Lender under this Agreement, the Factoring Obligations shall not constitute part of the Indebtedness for purposes of this Agreement and the Loan Documents on such date.

(ff) “ Intercompany Debt ” has the meaning specified in Section 8(b)(ii).

(gg) “ Licenses ” means the patent, trademark or copyright license agreements of a Person as any of the same may from time to time be amended or supplemented and those licenses which are hereafter obtained or acquired by such Person.

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

(ii) “ Loans ” means all advances under the Revolving Credit Facility as established pursuant to the Loan Documents from time to time.

(jj) “ Local Governmental Authority ” means any state, local, city or county Governmental Authority.

(kk) “ Mandatory Principal Payments ” principal payments required under the Note.

(ll) “ Material Adverse Effect ” means a material adverse effect on (i) the business, assets, property, operations, or financial condition, of Debtor and its consolidated Subsidiaries, taken as a whole, (ii) the ability of the Obligors (taken as a whole) to pay the Indebtedness, (iii) any of the material rights of or material benefits available to Lender under the Loan Documents, or (iv) the validity or enforceability of the Loan Documents.

(mm) “ Monthly Step Down ” shall mean, for each month, commencing with the seventh (7 ^th ) full month following the effective date of this Agreement, an amount equal to the average principal balance outstanding for that month divided by sixty (60).

(nn) “ 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.

(oo) “ Obligors ” means Debtor or any other Person who guaranteed or is otherwise obligated to pay or perform all or any portion of Indebtedness.

(pp) “Patents ” means all right, title and interest in and to the patent applications and patents of a Person and those patents which are hereafter obtained or acquired by

8

Person and all registrations, applications and recordings thereof, including, without limitation, all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof, and all applications, registrations and recordings in the United States Patent and Trademark Office or in any similar office or agency of the United States, or any State thereof, all whether now owned or hereafter acquired by such Person.

(qq) “ Permitted Acquisition ” means any Acquisition after the date of this Agreement with respect to which all of the following conditions shall have been satisfied:

(i) Debtor shall be in compliance, on a pro forma basis after giving effect to such Acquisition, with the covenants contained in Section 9, in each case recomputed as at the last day of the most recently ended fiscal quarter of Debtor;

(ii) all governmental approvals necessary to permit the consummation of the Acquisition have been obtained and are in full force and effect;

(iii) the Acquisition shall be approved by the Board of Directors or other comparable governing body (or a majority of holders of the equity interests) of the Person whose assets or equity interests are being acquired pursuant to such Acquisition); and

(iv) no Event of Default shall then exist or shall result after giving effect to the Acquisition.

(rr) “ Permitted Encumbrances ” means the following encumbrances: (i) liens for taxes, assessments, fees or other governmental charges or levies not yet delinquent or liens for taxes, assessments, fees or other governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves have been established in accordance with GAAP; (ii) liens in respect of Property of a Person imposed by law which were incurred in the ordinary course of business and which have not arisen to secure Debt for borrowed money, such as carriers’, materialmen’s, warehousemen’s, repairmen’s, suppliers, shipper’s, vendors, carriers and mechanics’ liens, statutory and common law landlord’s liens, and other similar liens arising in the ordinary course of business, and which either (1) do not in the aggregate materially detract from the value of such Property or materially impair the use thereof in the operation of the business of a Person, or (2) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the Property subject to such lien; (iii) liens created by or pursuant to the Loan Documents; (iv) liens in existence on the Closing Date which are listed, and the Property subject thereto described, on Schedule 1(rr) ; (v) liens arising from judgments, decrees, awards or attachments in circumstances not constituting an Event of Default under Section 12(f); (vi) liens (1) incurred or deposits made in the ordinary course of business in connection with general insurance maintained by a Person, (2) incurred or pledges or deposits made in the ordinary course of business of a Person in connection with workers’ compensation, unemployment insurance, and other types of social security, (3) to secure the performance by any Person of tenders, statutory obligations (other than excise taxes), surety, stay, customs and appeal bonds, statutory bonds, bids, leases, government

9

contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money) to the extent incurred in the ordinary course of business, and (4) to secure the performance by a Person of leases of real property, to the extent incurred or made in the ordinary course of business consistent with past practices; (vii) licenses, sublicenses, leases or subleases granted to third Persons in the ordinary course of business not interfering in any material respect with the business of a Person; (viii) easements, rights-of-way, restrictions, minor defects or irregularities in title, servitudes, encroachments, reservations, permits, variations, covenants, zoning and building restrictions and ordinances, and other similar charges or encumbrances, in each case not securing Indebtedness and not interfering in any material respect with the ordinary conduct of the business of a Person; (ix) liens constituting rights of first refusal, options or other contractual rights to purchase, sell, assign or otherwise dispose of any assets or property, or any interest therein, the purchase, sale or other disposition of which is not prohibited by this Agreement; (x) liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by Debtor in the ordinary course of business; (xi) liens arising from precautionary Code financing statements regarding operating leases; (xii) liens created pursuant to or in connection with Capital Lease Obligations permitted under Section 8(b)(v), provided that (1) such liens only serve to secure the payment of rent or indebtedness arising under such capital leases, and (2) the liens encumbering the assets leased or purported to be leased under such capital leases do not encumber any other assets of a Person; (xiii) (1) those liens, encumbrances, hypothecations and other matters affecting title to any real property and found reasonably acceptable by Lender or insured against by title insurance, (2) as to any particular real property at any time, such easements, encroachments, covenants, rights of way, minor defects, irregularities or encumbrances on title which could not reasonably be expected to materially impair such real property for the purpose for which it is held by the mortgagor or grantor thereof, or the lien or hypothec held by Lender, or any other lien or encumbrance expressly permitted under any mortgage or deed of trust made by Debtor for the benefit of Lender, (3) zoning and other municipal ordinances which are not violated in any material respect by the existing improvements and the present use made by the mortgagor or grantor thereof of the premises, (4) general real estate taxes and assessments not yet delinquent, (5) any lien that would be disclosed on a true, correct and complete survey of the real property that does not materially affect the use or enjoyment of the real property as it is currently being used, and (6) such other similar items as Lender may consent to; (xiv) liens in equipment, fixtures and other Property (other than those that are replacements of existing equipment, fixtures and other Property) arising pursuant to purchase money security interests securing indebtedness representing the purchase price of assets acquired after the Closing Date; provided that (1) any such liens attach only to the assets so purchased, upgrades thereon and, if the asset so purchased is an upgrade, the original asset itself (and such other assets financed by the same financing source) and proceeds thereof, (2) the indebtedness secured by any such lien does not exceed the original purchase price of the property being purchased at the time of the incurrence of such indebtedness, and (3) the indebtedness secured thereby is permitted to be incurred pursuant to this Agreement; (xv) liens granted to or created or arising (A) in favor of banks, financial institutions and other Persons with respect to letters of credit issued for

10

the account of Debtor, and certificates of deposit pledged by Debtor, in either case to secure Debt permitted under Section 8(b)(x) and (B) to secure Hedging Obligations permitted under Section 8(b)(vi); (xvi) bankers’ liens, rights of set-off or similar rights with respect to deposit, disbursement or concentration accounts maintained with such banks or other financial institutions; (xvii) liens existing on any property or asset at the time of the acquisition or construction thereof by Debtor, in each case whether or not assumed by Debtor, securing Debt permitted under Section 8(b); provided that (A) such lien is not created in contemplation of or in connection with such acquisition or construction, as applicable, (B) such lien shall not apply to any other property or assets of Debtor and (C) such lien shall secure only those obligations which it secures on the date of such acquisition or construction, as applicable, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount secured thereby; (xviii) liens existing on any property or asset of, or on the equity interests of, any Person that becomes a Subsidiary of Debtor after the date hereof prior to or at the time such Person becomes a Subsidiary, securing Debt permitted under Section 8(b)(xi) or 8(b)(xv), provided that (A) such lien shall not apply to any other property or assets of Debtor or any Subsidiary and (B) such lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as applicable, and extensions, renewals, restructurings and replacements thereof that do not increase the outstanding principal amount secured thereby; (xix) liens securing Subordinated Debt or Intercompany Debt permitted under this Agreement which liens are subordinated to the liens created under this Agreement on terms satisfactory to Lender; (xx) liens created under the Debtor Mortgage; and (xxi) liens incurred pursuant to the refunding, refinancing, replacement, renewal, restructuring or extension of any other lien permitted under this definition that do not increase the outstanding principal amount secured thereby. For the avoidance of doubt, the term “lien” as used herein shall mean and include any lien, security interest, pledge, or other encumbrance.

(ss) “ Person ” means any individual, corporation, limited liability company, business trust, association, company, partnership, joint venture, Governmental Authority, or other entity, and shall include such Person’s heirs, administrators, personal representatives, executors, successors and assigns.

(tt) “ Property ” of a Person means any and all property, whether real, personal, tangible, intangible or mixed, of such Person, or any other assets owned, operated or leased by such Person.

(uu) “ Reducing Loan Availability ” means the aggregate amount of each Monthly Step Down.

(vv) “ Subordinated Debt ” has the meaning specified in Section 9(d)(vi).

(ww) “ Subsidiary ” means any entity (i) of which at least a majority of the ownership, equity or voting interest is at the time directly or indirectly owned or controlled by a Person and/or its Subsidiaries, and (ii) which is treated as a subsidiary in accordance with GAAP.

11

(xx) “ Trademarks ” means the registered trademarks and pending applications of a Person and those trademarks which are hereafter adopted or acquired by such Person, and all right, title and interest therein and thereto, and all registrations, applications, and recordings thereof, including, without limitation, applications, registrations and recordings in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof, all whether now owned or hereafter acquired by such Person.

All financial covenants for Debtor shall be calculated for purposes of this Agreement on a combined and consolidated basis.

All words and phrases used herein shall have the meaning specified in the Code except to the extent such meaning is inconsistent with this Agreement. All definitions contained in this Agreement are equally applicable to the singular and plural forms of the terms defined. The words “hereof”, “herein”, and “hereunder” and words of similar import referring to this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. Any accounting term used in the Loan Documents shall have, unless otherwise specifically provided therein, the meaning customarily given such term in accordance with GAAP, and all financial computations thereunder shall be computed, unless otherwise specifically provided therein, in accordance with GAAP consistently applied. In the event that any “Accounting Change” (as defined below) shall occur and such change requires a change in the method of calculation of financial covenants contained in Article 9 of this Agreement, then Debtor and Lender agree to enter into negotiations in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating Debtor’s financial condition shall be substantially similar after such Accounting Changes as if such Accounting Changes had not been made. “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standard Board of the American Institute of Certified Public Accountants or, if applicable, the U.S. Securities and Exchange Commission (“ SEC ”). Notwithstanding any term or provision in this Agreement or any other Loan Document, Debtor and Lender have agreed that the Debtor may use the fair value methodology for calculating the balance sheet. That certain items or computations are explicitly modified by the phrase “in accordance with GAAP” shall in no way be construed to limit the foregoing.

2. Revolving Credit Facility .

(a) Joint, Several and In Solido Liability . TCI, TLI, PCI and any other Person named or identified as a Debtor under the Loan Documents from time to time hereby irrevocably and unconditionally: (i) agree that each is JOINTLY, SEVERALLY AND IN SOLIDO liable to Lender for the full and prompt payment and performance of the Indebtedness under the Loan Documents in accordance with the terms thereof; and (ii) agree to fully and promptly perform all of their obligations hereunder and the other Loan Documents with respect to each Loan hereunder as if such Loan had been made directly to it. Debtor hereby designates TCI as its representative and agent on its behalf for the purposes of giving instructions with respect to the disbursement of the proceeds of the

12

Loans, selecting interest rate options, giving and receiving all other notices and consents hereunder or under any of the other Loan Documents and taking all other actions (including in respect of compliance with covenants) on behalf of Debtor under the Loan Documents. TCI hereby accepts such appointment. Lender may regard any notice or other communication pursuant to any Loan Document from TCI as a notice or communication from Debtor. Each warranty, covenant, agreement and undertaking made on behalf of Debtor by TCI shall be deemed for all purposes to have been made by Debtor and shall be binding upon and enforceable against Debtor to the same extent as it if the same had been made directly by Debtor.

(b) Cross-Guaranty . 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; provided TCI and TLI will guaranty only the payment of the Factoring Obligations and not the performance of the Factoring Obligations. Debtor agrees that its guaranty obligation hereunder is a continuing guaranty of payment and not of collection, that its obligations under this Section 2(b) shall not be discharged until payment and performance (subject to the proviso in the immediately preceding sentence) in full of the Indebtedness has occurred, and that its obligations under this Section 2(b) shall be absolute and unconditional, irrespective of, and unaffected by:

(i) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Loan Document or any other agreement, document or instrument to which any Debtor is or may become a party;

(ii) the absence of any action to enforce this Agreement, including this Section 2(b) , or any other Loan Document or the waiver or consent by Lender with respect to any of the provisions thereof;

(iii) the existence, value or condition of, or failure to perfect its lien against, any security or Collateral for the Indebtedness or any action, or the absence of any action, by Lender in respect thereof (including the release of any such security or Collateral);

(iv) the insolvency of any Obligor; or

(v) any other action or circumstance that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor.

Debtor shall be regarded, and shall be in the same position, as principal debtor with respect to the Indebtedness guaranteed hereunder. Notwithstanding any provision herein contained to the contrary, Debtor’s liability under this Section 2(b) , which liability is in addition to amounts for which such Debtor is liable under Section 2(a) , shall be limited to an amount not to exceed as of any date of determination the greater of: (i) the net amount

13

of all Loans advanced to any Debtor under this Agreement and then re-loaned or otherwise transferred to, or for the benefit of, Debtor; and (ii) the amount that could be claimed by Lender from Debtor under this Section 2(b) without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law after taking into account, among other things, Debtor’s right of contribution and indemnification from each other Debtor. To the extent that Debtor shall make a payment under this Section 2(b) of all or any of the Indebtedness (other than Loans made to Debtor for which it is primarily liable) (a “ Guarantor Payment ”) that, taking into account all other Guarantor Payments then previously or concurrently made by any Debtor, exceeds the amount that such Debtor would otherwise have paid if each Debtor had paid the aggregate Indebtedness satisfied by such Guarantor Payment in the same proportion that such Debtor’s Allocable Amount (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of Debtor as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Indebtedness, such Debtor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Debtor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. As of any date of determination, the “ Allocable Amount ” of any Debtor shall be equal to the maximum amount of the claim that could then be recovered from such Debtor under this Section 2(b) without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. This Section 2(b) is intended only to define the relative rights of Debtor and nothing set forth herein is intended to or shall impair the obligations of Debtor, jointly, severally and in solido , to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement. Nothing contained in this Section 2(b) shall limit the liability of any Debtor to pay the Loans made directly or indirectly to that Debtor and accrued interest, fees and expenses with respect thereto for which such Debtor shall be primarily liable. The liability of Debtor under this Section 2(b) is in addition to and shall be cumulative with all other liabilities of Debtor to Lender under the Loan Documents to which such Debtor is a party, without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to the contrary.

(c) Revolving Credit Facility . 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) (A) FIVE MILLION AND NO/100 DOLLARS ($5,000,000.00) 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 the second (2nd) anniversary of the Closing Date, 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 ”). If at any time the sum of the aggregate principal amount of Loans outstanding hereunder exceeds the lesser of the amount of the Revolving Credit Facility or the Borrowing Base (after

14

giving effect to Section 2(e)), such amounts shall be deemed an “ Overadvance .” Debtor shall repay the amount of such Overadvance within one (1) Business Day after the date of determination thereof (after giving effect to Section 2(e)) plus all accrued and unpaid interest thereon upon written demand from Lender; provided interest shall not accrue at the Default Rate until after such date of determination. Notwithstanding anything contained herein to the contrary, an Overadvance shall be considered a Loan and shall bear interest at the Default Rate as set forth in the Revolving Credit Note and be secured by this Agreement. Subject to the terms and conditions hereof, Debtor may borrow, repay and reborrow funds under the Revolving Credit Facility.

(d) Certain Defined Terms Relating to the Revolving Credit Facility . As used in this Agreement, the following terms shall have the following meanings:

(i) “ Borrowing Base ” means, on any date of determination, an amount equal to the sum of each of the following on such date of determination:

(1) eighty percent (80.00%) of the amount of Debtor’s Eligible Real Estate;

(2) twenty-five percent (25.00%) of the amount of Debtor’s Eligible Equipment;

(3) fifty percent (50.00%) of the amount of Debtor’s Eligible Infrastructure;

(4) sixty percent (60.00%) of Debtor’s Eligible Inventory (except forty percent (40.00%) in the case of parts for two way radios);

(5) eighty-five percent (85.00%) of the amount of Debtor’s Eligible Accounts; and

(6) fifty percent (50.00%) of Debtor’s Eligible Intangibles;

(ii) “ Eligible Accounts ” means, at any time, all accounts receivable of Debtor, created in the ordinary course of business that satisfy the following conditions:

(1) The account complies in all material respects with all applicable laws, rules, and regulations;

(2) The account has not been outstanding for more than ninety (90) days past the original date of invoice;

(3) The account does not represent a commission and the account was created under an enforceable contract in connection with (A) the sale of goods by Debtor in the ordinary course of business and such sale has been consummated and such goods have been shipped and delivered and received by the account debtor, or (B) the performance of services by Debtor in the ordinary course of business and such services have been completed and accepted by the account debtor;

15

(4) The account does not arise from the sale of any good that is on a bill-and-hold, guaranteed sale, sale-or-return, sale on approval, consignment, or any other repurchase or return basis;

(5) Debtor has good and marketable title to the account and the account is not subject to any lien except liens in favor of Lender;

(6) The account is not subject to any factoring agreement;

(7) The account does not arise out of a contract with or order from an account debtor that, by its express terms, prohibits or makes void or unenforceable the grant of a security interest by Debtor to Lender in and to such account;

(8) The account is not subject to any setoff, counterclaim, defense, dispute, recoupment, or negative adjustment other than normal discounts for prompt payment ( provided , however , that the portion of any such account that is not subject to any such setoff, counterclaim, defense, dispute, recoupment, or negative adjustment shall be an Eligible Account);

(9) The account debtor is not insolvent or the subject of any bankruptcy or insolvency proceeding and has not made an assignment for the benefit of creditors, suspended normal business operations, dissolved, liquidated, terminated its existence, ceased to pay its debts generally as they become due, or suffered a receiver or trustee to be appointed for any of its assets or affairs;

(10) The account is not evidenced by chattel paper or an instrument that has not been received by Debtor and delivered to Lender;

(11) No payment or other material default exists under the account by the Debtor or the account debtor;

(12) The account debtor has not returned to Debtor or refused to retain, or otherwise notified Debtor of any material dispute concerning, or claimed nonconformity of any material portion of the goods from the sale of which the account arose;

(13) The account is not owed by an Affiliate, Subsidiary, employee, officer, director or equity holder of Debtor;

(14) The account is payable in U.S. Dollars by the account debtor;

16

(15) The account shall be ineligible if the account debtor is domiciled in any country other than the United States of America;

(16) The account shall be ineligible if more than twenty percent (20.00%) of the aggregate balances then outstanding on other accounts owed by such account debtor and its Affiliates (other than an account debtor which is a Local Governmental Authority or any of its Affiliates) to Debtor are more than ninety (90) days past the dates of their original invoices ( provided that any accounts that are the subject of a good faith bona-fide dispute shall be excluded from the percentage limitation calculation in this sub-section (16));

(17) The account shall be ineligible if the account debtor is the United States of America or any department, agency, or instrumentality thereof, and the Federal Assignment of Claims Act of 1940, as amended, shall not have been complied with;

(18) The account (or portion thereof) shall be ineligible if and to the extent the aggregate of all accounts (i) owed by the account debtor and its Affiliates (other than a Local Governmental Authority or any of its Affiliates) to which the account relates, when taken together with such account or portion thereof, exceeds twenty percent (20.00%) of all accounts then owed by all of Debtor’s account debtors, and (ii) owed by an account debtor that is a Local Governmental Authority to which the account relates, when taken together with such account or portion thereof, exceeds thirty percent (30.00%) of all accounts then owed by all of Debtor’s account debtors; and

(19) The account is otherwise acceptable in the reasonable discretion of Lender.

The amount of the Eligible Accounts owed by an account debtor to Debtor on any date of determination shall be reduced by the amount of all “contra accounts” owed by Debtor to such account debtor on such date of determination. In the event that Lender, at any time in its reasonable discretion, determines that the dollar amount of any Eligible Account collectable by Debtor is reduced or diluted as a result of discounts or rebates granted by Debtor, returned, rejected or disputed goods or services, or such other reasons or factors as Lender reasonably and in good faith deems applicable, Lender may reduce the amount of (or, if such amount is reduced or diluted to an amount equal to zero, exclude) any such Eligible Account included within the Borrowing Base by an amount determined by Lender in its reasonable discretion.

(iii) “ Eligible Equipment ” means, at any time, all equipment then owned by (and in the possession or under the control of) Debtor in which Lender has a perfected, first priority security interest (subject to Permitted Encumbrances), valued at the lower of cost or fair market value. Eligible Equipment shall not include (1) equipment that is not in good condition (ordinary wear and tear excepted), (2) equipment with respect to which a valid and

17

documented claim initiated in a legal proceeding against Debtor exists disputing Debtor’s title to or right to own and possess such equipment, (3) equipment that does not comply in any material respect with any applicable law, rule, or regulation or any standard imposed by any Governmental Authority with regard to its manufacture, use, or sale, and (4) equipment that is materially damaged or obsolete so as to have no fair market value.

(iv) “ Eligible Infrastructure ” means, at any time, the two-way radio lease fleet and related two-way infrastructure then owned by Debtor, in which Lender has a perfected, first priority security interest (subject to Permitted Encumbrances), in an amount valued by Lender in its reasonable discretion. Eligible Infrastructure shall not include: (1) items that are not in good condition (ordinary wear and tear excepted), (2) items with respect to which a valid and documented claim initiated in legal proceeding against claim against Debtor exists disputing Debtor’s title to or right to own and possess such items, (3) items that do not comply in any material respect with any applicable law, rule, or regulation or any standard imposed by any Governmental Authority with regard to its manufacture, use, or sale, and (4) items that are materially damaged or obsolete so as to have no fair market value.

(v) “ Eligible Intangibles ” means, at any time, the following general intangibles then owned by Debtor, in which Lender has a perfected, first priority security interest (subject to Permitted Encumbrances), in an amount equal to the fair market value (as determined by Lender in its reasonable discretion): (1) FCC Licenses, (2) GeoFleet Property, (3) Two Way Customer Lists, (4) the AT&T Contracts and Accounts, (5) the wholesale distribution business of TCI, and (6) such other intangibles approved by Lender in its reasonable discretion from time to time.

(vi) “ Eligible Inventory ” means, at any time, all inventory of finished goods or parts then owned by Debtor (and in the possession or under the control of) Debtor) (other than inventory which is located in any third party warehouse or is in the possession of a bailee and is evidenced by bills of lading, unless such warehouseman or bailee has delivered to Lender under a Collateral Access Agreement and such other documentation as the Lender may require and held for sale or disposition in the ordinary course of Debtor’s business, in which Lender has a perfected, first priority security interest (subject to Permitted Encumbrances), valued at the lower of actual cost or fair market value. Eligible Inventory shall not include (1) inventory that has been shipped or delivered to a customer on consignment, a sale-or-return basis, or on the basis of any similar understanding, (2) inventory with respect to which a valid and documented claim initiated in a legal proceeding against Debtor exists disputing Debtor’s title to or right to own and possess such inventory, (3) inventory that does not comply in any material respect with any applicable law, rule, or regulation imposed by any Governmental Authority with respect to its manufacture, use, or sale, (4) inventory that is materially damaged, slow moving, or otherwise not readily saleable, (5) inventory covered by negotiable warehouse receipts or other

18

document of title (unless such warehouse receipts are in the possession of Lender for the purpose of perfecting Lender’s security interest therein (or such inventory is covered by a Collateral Access Agreement)), (6) inventory held solely for rental or lease, (7) inventory that Lender, in its reasonable discretion, has determined to be unmarketable, (8) the sale of which is subject to third-party intellectual property agreements, and (9) inventory that requires consent of a third-party for manufacture or sale.

(vii) “ Eligible Real Estate ” means, at any time, (A) the land and buildings known 5718 Airport Freeway, 5722 Airport Freeway and 705 East Daggett Avenue located in Tarrant County, Fort Worth, Texas (collectively “Fort Worth Real Estate”)owned by Debtor, in an amount equal to the fair market value thereof (as determined by Debtor pursuant to third party appraisals of such Property) minus the outstanding principal amount of any third party loans secured by such land and buildings and (B) the land and building known as 2121 Old Henderson Highway located in Smith County, Tyler, Texas, owned by Debtor, in an amount equal to the fair market value thereof (as determined by Debtor).

(e) Borrowing Base Redeterminations . Notwithstanding any term or provision in Section 2(d):

(1) the value of any Property included in the Borrowing Base shall be determined by the method of valuation set forth in the Borrowing Base Report proposed by Debtor and approved by Lender and, once an initial method of valuation for or in respect of any such Property has been agreed to by Borrower and Lender, that method shall not change unless agreed to by Borrower and Lender; and

(2) if at any time Lender in its reasonable judgment acting in good faith determines that any item of Property of Debtor constituting part of the Borrowing Base at such time either (A) should no longer be included in the Borrowing Base because such item of Property no longer satisfies, in the reasonable judgment of Lender, one or more of the applicable requirements of Eligible Real Estate, Eligible Equipment, Eligible Infrastructure, Eligible Inventory, Eligible Accounts or Eligible Intangibles (as applicable), or (B) the value of such item of Property should be an amount other than the value thereof proposed by Debtor in a Borrowing Base Report or otherwise be redetermined for Borrowing Base purposes, then Lender shall, prior to excluding such item of Property from the Borrowing Base or prior to redetermining the value of such item of Property for Borrowing Base purposes (as applicable), provide written notice (“ Borrowing Base Notice ”) to Debtor of Lender’s intent to exclude such item of Property from the Borrowing Base or to redetermine the value of such item of Property for Borrowing Base purposes (as applicable), setting forth in reasonable detail such proposed exclusion or redetermination and the basis therefor, and Lender and Debtor shall in good faith consult with each other in an attempt to resolve such matter

19

prior to the Lender enforcing such exclusion or redetermination and, if the Debtor and Lender cannot resolve the matter within sixty (60) days after Lender provides the Borrowing Base Notice to Debtor, Lender’s determination as to such matter shall control.

(f) Funding . Lender reserves the right to require one (1) Business Day prior notice of each Loan under the Revolving Credit Facility, specifying the aggregate amount of such Loan together with any documentation relating thereto as Lender may reasonably request; including, but not limited to, a Borrowing Base report. Debtor shall give Lender notice of each Loan under the Revolving Credit Facility by no later than 1:00 p.m. (New Orleans, Louisiana time) on the date provided herein. Lender at its option may accept telephonic requests for such Loan, provided that such acceptance shall not constitute a waiver of Lender’s right to require delivery of a written request in connection with subsequent Loans. Lender shall have no liability to Debtor for any loss or damage suffered by Debtor as a result of Lender’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically, by facsimile or electronically and purporting to have been sent to Lender by Debtor and Lender shall have no duty to verify the origin of any such communication or the identity or authority of the Person sending it. Subject to the terms and conditions of this Agreement, each Loan under this Section shall be made available to Debtor by depositing the same, in immediately available funds, in an account of Debtor designated by Debtor or by paying the proceeds of such Loan to a third party designated by Debtor.

(g) Use of Proceeds . The Loans under the Revolving Credit Facility shall be used by Debtor for working capital and other organizational purposes; (including, without limitation, to make any dividends and distributions permitted under Section 8(e) of this Agreement).

(h) Fees . Debtor agrees to pay to Lender:

(i) An unused facility fee on the daily average unused amount of the Revolving Credit Facility for the period from and including the date of this Agreement to and including the Revolving Credit Maturity Date, at the rate of one quarter of one percent (0.25%) per annum based on a 360 day year and the actual number of days elapsed. For the purpose of calculating the facility fee hereunder, the Revolving Credit Facility shall be deemed utilized by the amount of all outstanding Loans under the Revolving Credit Facility. The accrued facility fee shall be payable in arrears on the first Business Day of each calendar quarter and on the Revolving Maturity Date;

(ii) A commitment fee equal to $75,000 for the establishment of the Revolving Credit Facility. An amount equal to $37,500 of the commitment fee shall be due and payable on the Closing Date and $37,500 of the commitment fee shall be due and payable on the first anniversary of the Closing Date and the entire amount of the commitment fee shall be deemed to be fully earned as of the Closing Date. The commitment fee shall be to compensate Lender for its reserving funds to make the Loans under the Revolving Credit Facility until the Revolving Credit Maturity Date; and

20

(iii) An origination fee equal to $50,000 for the establishment of the Revolving Credit Facility. The origination fee shall be due and payable on the Closing Date and shall be deemed fully earned as of the Closing Date. The origination fee shall be to compensate Lender for its costs and expe