SECOND AMENDMENT AND MODIFICATION
TO LOAN AND SECURITY AGREEMENT AND OTHER LOAN DOCUMENTS
THIS SECOND AMENDMENT AND MODIFICATION TO LOAN AND
SECURITY AGREEMENT AND OTHER LOAN DOCUMENTS (the “Amendment” ) is made
effective as of October _____, 2007 by and among LASALLE BANK NATIONAL ASSOCIATION
(the “Lender” ) and ZANETT, INC ., a Delaware corporation ( “Zanett” ), ZANETT COMMERCIAL
SOLUTIONS, INC ., a Delaware corporation ( “ZCS” ) and PARAGON DYNAMICS, INC ., a
Delaware corporation (“ Paragon ”). (Zanett, ZCS and Paragon are each individually, a “Borrower” and
collectively, the “Borrowers” ).
Borrowers and Lender have previously entered into a certain Loan and Security Agreement
dated December 21, 2006, as amended by that certain First Amendment and Modification to Loan and Security
Agreement and Other Loan Documents dated May 31, 2007 (as amended, the “Loan Agreement” ),
pursuant to which, inter alia , Lender agreed to extend to Borrowers certain credit facilities subject to the terms
and conditions set forth therein.
Bruno Guazzoni and Emral Holdings Limited have each previously entered into Subordination
Agreements with Lender both dated December 21, 2007 (as such agreements may have been and may be
amended, individually, a “ Subordination Agreement ” and collectively, the “ Subordination Agreements
”), pursuant to which, inter alia , Bruno Guazzoni and Emral Holdings Limited each subordinated their Junior
Debt to the Senior Debt (as both such terms are defined in the applicable Subordination Agreement).
Borrowers and Lender are entering into this Amendment to amend certain terms and
conditions of the Loan Agreement and the Subordination Agreements.
Capitalized terms used herein and not otherwise defined herein shall have the meanings set
forth for such terms in the Loan Agreement or the Subordination Agreements,