FACILITY C LOAN NOTE
FACILITY
C LOAN NOTE
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, (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
C Scheduled Maturity Date”),
the
principal sum of ten million and 00/100 dollars ($10,000,000.00), which amount
is the principal amount of the Facility C
Loan
made by
the Bank to the Borrower 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”),
together with interest (computed on the actual number of days elapsed on the
basis of a 360 day year) on the principal amount of the Facility C
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.
The
outstanding principal of this Facility C Loan Note, and all accrued
interest thereon, shall be payable as provided in the Loan Agreement, and the
outstanding principal balance of this Facility C Loan Note, and all accrued
and unpaid interest thereon, shall be due and payable in full on the
Facility C Scheduled Maturity Date, unless payable sooner pursuant to the
provisions of the Loan Agreement.
This
Note
evidences the Facility C Loan 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 C Scheduled Maturity Date or
any payment hereon may be accelerated. The holder of this Facility C Loan
Note is entitled to all of the benefits and security provided for in 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 C Loan Note shall designate
in writing to the Borrower. Each disbursement of the Facility C
Loan
made 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 C Loan Note, and assents to any extension or
postponement of the time of payment or any other indulgence.
The
Facility C
Loan
evidenced hereby has been made and this Facility C Loan Note has been
delivered at the Bank’s main office set forth above. This Facility C 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 C 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 C 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 C Loan Note. The term “Borrower”
as
used
herein shall mean all parties signing this Facility C 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 C 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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|
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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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