AMENDED AND RESTATED REVOLVING NOTE
AMENDED
AND RESTATED REVOLVING NOTE
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No.
_____________
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$12,000,000.00
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Date:
as of January 23, 2008
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Chicago,
Illinois
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Due
Date: January 23, 2010
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FOR
VALUE
RECEIVED, ISI
SECURITY GROUP, INC.,
a
Delaware corporation, (f/k/a ISI DETENTION CONTRACTING GROUP, INC.) (the
“Borrower”), whose address is 00000 Xxxxxxxx Xxxxx, Xxx Xxxxxxx, Xxxxx 00000,
promises to pay to the order of LASALLE BANK NATIONAL ASSOCIATION, a national
banking association (hereinafter, together with any holder hereof, the “Bank”),
whose address is 000 Xxxxx Xx Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, on or
before January 23, 2010 (the “Revolving Loan Maturity Date”), the lesser of (i)
TWELVE MILLION and 00/100 DOLLARS ($12,000,000.00), or (ii) the aggregate
principal amount of all Revolving Loans outstanding under and pursuant to that
certain Xxxxxxx and Restated Loan and Security Agreement dated as of January
23,
2008, executed by and between the Borrower and the Bank, as amended from time
to
time (as amended, supplemented or modified from time to time, the “Loan
Agreement”), and made available by the Bank to the Borrower at the maturity or
maturities and in the amount or amounts stated on the records of the Bank,
together with interest (computed on the actual number of days elapsed on the
basis of a 360 day year) on the aggregate principal amount of all Revolving
Loans outstanding from time to time as provided in the Loan Agreement.
Capitalized words and phrases not otherwise defined herein shall have the
meanings assigned thereto in the Loan Agreement.
This
Amended and Restated Revolving Note evidences the Revolving Loans, Letters
of
Credit and other indebtedness incurred by the Borrower under and pursuant to
the
Loan Agreement, to which reference is hereby made for a statement of the terms
and conditions under which the Revolving Loan Maturity Date or any payment
hereon may be accelerated. The holder of this Revolving Note is entitled to
all
of the benefits and security provided for in the Loan Agreement. All Revolving
Loans shall be repaid by the Borrower on the Revolving Loan Maturity Date,
unless payable sooner pursuant to the provisions of the Loan
Agreement.
Principal
and interest shall be paid to the Bank at its address set forth above, or at
such other place as the holder of this Revolving Note shall designate in writing
to the Borrower. Each Revolving Loan made,
and
all
Letters of Credit issued by the Bank, and all payments on account of the
principal and interest thereof shall be recorded on the books and records of
the
Bank and the principal balance as shown on such books and records, or any copy
thereof certified by an officer of the Bank, shall be rebuttably presumptive
evidence of the principal amount owing hereunder.
Except
for such notices as may be required under the terms of the Loan Agreement,
the
Borrower waives presentment, demand, notice, protest, and all other demands,
or
notices, in connection with the delivery, acceptance, performance, default,
or
enforcement of this Amended and Restated Revolving Note, and assents to any
extension or postponement of the time of payment or any other
indulgence.
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The
Revolving Loans and the Letters of Credit evidenced hereby have been made and/or
issued and this Revolving Note has been delivered at the Bank’s main office set
forth above. This Revolving Note shall be governed and construed in accordance
with the laws of the State of Illinois, in which state it shall be performed,
and shall be binding upon the Borrower, and its legal representatives,
successors, and assigns. Wherever possible, each provision of the Loan Agreement
and this Revolving Note shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of the Loan Agreement
or
this Revolving Note shall be prohibited by or be invalid under such law, such
provision shall be severable, and be ineffective to the extent of such
prohibition or invalidity, without invalidating the remaining provisions of
the
Loan Agreement or this Revolving Note. The term “Borrower” as used herein shall
mean all parties signing this Revolving Note, and each one of them, and all
such
parties, their respective successors and assigns, shall be jointly and severally
obligated hereunder.
This
Revolving Note constitutes a renewal and restatement of, and replacement and
substitution for, that certain Revolving Note, dated as
of
October 21, 2004, in
the
maximum principal amount of Six Million and 00/100 Dollars ($6,000,000.00),
executed by the Borrower and made payable to the order of the Bank (the “Prior
Note”). The indebtedness evidenced by the Prior Note is continuing indebtedness
evidenced hereby, and nothing herein shall be deemed to constitute a payment,
settlement or novation of the Prior Note, or to release or otherwise adversely
affect any lien, mortgage or security interest securing such indebtedness or
any
rights of the Bank against any guarantor, surety or other party primarily or
secondarily liable for such indebtedness.
IN
WITNESS WHEREOF, the Borrower has executed this Revolving Note as of the date
set forth above.
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By:
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/s/
Xxx
Xxxxxxxxxx
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Xxx
Xxxxxxxxxx
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Title:
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CEO
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