FACILITY A LOAN NOTE
FACILITY
A LOAN NOTE
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No.
_____________
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$10,000,000.00
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Date:
as of October 3, 2008
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Chicago,
Illinois
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Due
Date: October 3, 2011
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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 THE
PRIVATEBANK AND TRUST COMPANY,
an
Illinois banking corporation (hereinafter, together with any holder hereof,
the
“Bank”),
whose
address is 00 X. Xxxxxxx, 0xx xxxxx,
Xxxxxxx, Xxxxxxxx 00000, on or before October 3, 2011 (the “Facility
A Scheduled Maturity Date”),
the
lesser of (i) ten million and 00/100 dollars ($10,000,000.00), or
(ii) the aggregate principal amount of the Facility A
Loan
outstanding under and pursuant to that certain Loan and Security Agreement
dated
as of the date hereof, 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 the Facility A
Loan
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
Facility A Loan Note evidences the Facility A
Loan,
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 Facility A Scheduled Maturity Date or
any payment hereon may be accelerated. The holder of this Facility A Loan
Note is entitled to all of the benefits and security provided for in the Loan
Agreement. The Facility A
Loan
shall be
repaid by the Borrower on the Facility A Scheduled 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 Facility A Loan Note shall designate
in writing to the Borrower. The Facility A
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 Facility A Loan Note, and assents to any extension or
postponement of the time of payment or any other indulgence.
The
Facility A
Loan
and the
Letters of Credit evidenced hereby have been made and/or issued and this
Facility A Loan Note has been delivered at the Bank’s main office set forth
above. This Facility A Loan 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 Facility A Loan 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 Facility A Loan 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
Facility A Loan Note. The term “Borrower”
as
used
herein shall mean all parties signing this Facility A Loan Note, and each
one of them, and all such parties, their respective successors and assigns,
shall be jointly and severally obligated hereunder.
[Signature
page follows]
2
IN
WITNESS WHEREOF, the Borrower has executed this Facility A Loan Note as of
the date set forth above.
ISI
SECURITY GROUP, INC.,
a
Delaware Corporation
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By:
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/s/
Xxx Xxxxxxxxxx
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Name:
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Xxx
Xxxxxxxxxx
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Title:
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President
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3
