Contract
THE
OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT
SET
FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (THE “SUBORDINATION AGREEMENT”)
DATED AS OF SEPTEMBER 30, 2008, BY AND BETWEEN ARGYLE SECURITY, INC., AND
LASALLE BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION (“SENIOR
LENDER”) TO THE OBLIGATIONS (INCLUDING INTEREST) OWED BY ISI SECURITY GROUP,
INC. (THE “OBLIGOR”) TO THE HOLDERS OF ALL OF THE NOTES ISSUED PURSUANT TO THAT
CERTAIN AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT DATED AS OF JANUARY
23,
2008, BETWEEN OBLIGOR AND SENIOR LENDER, AS SUCH AGREEMENT MAY BE SUPPLEMENTED,
MODIFIED, RESTATED OR AMENDED FROM TIME TO TIME; AND EACH HOLDER HEREOF, BY
ITS
ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION
AGREEMENT.
PROMISSORY
NOTE
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$2,000,000.00
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September
30, 2008
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FOR
VALUE
RECEIVED, ISI
SECURITY GROUP, INC.
a
Delaware corporation, (hereinafter called "Maker"), promises to pay to
ARGYLE
SECURITY, INC.
(hereinafter called "Lender"), the principal sum of Two Million Dollars
($2,000,000) with interest thereon at the rates and on the dates specified
in
subsections 1.2 and 1.4 of the Loan Agreement between Maker and Lender dated
September 30, 2008 (the “Loan Agreement”).
Upon
the
happening of any default under the Loan Agreement, Lender may declare that
all
liabilities of the Maker to the Lender under shall be accelerated and become
immediately due and payable; provided, that upon the occurrence of any default
specified in Sections 2(c) or (d) of the Loan Agreement, all liabilities of
the
Maker to Lender shall become immediately due and payable without declaration,
notice or demand by Lender
Maker
shall pay all reasonable and documented costs and expenses incurred by or on
behalf of Lender in connection with Lender’s exercise of any or all of its
rights and remedies under this Note, including, without limitation, reasonable
attorneys’ fees and expenses.
Any
demand upon or notice to Maker shall be sufficiently served for all purposes
if
personally delivered or placed in the mail addressed to the address shown above
or such other address as may be shown on Lender's records.
There
will be no pre-payment penalty on this Note.
If
any
provision in this Note is held invalid or unenforceable by any court of
competent jurisdiction, the other provisions of this Note will remain in full
force and effect. Any provision of this Note held invalid or unenforceable
only
in part or degree will remain in full force and effect to the extent not held
invalid or unenforceable.
This
Note
will be governed by and construed under the laws of the State of Texas without
regard to conflicts-of-laws principles that would require the application of
any
other law. Any dispute arising out of or in connection with this Note shall
be
submitted to the exclusive jurisdiction of the courts of Bexar County in the
State of Texas.
To
the
fullest extent permitted by applicable law, Maker waives: (a) presentment,
demand and protest, and notice of presentment, dishonor, intent to accelerate,
acceleration, protest, default, nonpayment, maturity, release, compromise,
settlement, extension or renewal of the Loan Agreement or this Note; (b) all
rights to notice and a hearing prior to allowing Lender to exercise any of
its
remedies; and (c) the benefit of all valuation, appraisal and exemption
laws.
IN
WITNESS WHEREOF, Maker has executed and delivered this Note as of the date
first
stated above.
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ISI
SECURITY GROUP, INC.
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By:
/s/
Xxx
Xxxxxxxxxx
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Name:
Xxx Xxxxxxxxxx
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Title:
President
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