Unassociated Document


    
      
        Execution
Copy

      

       

      AMENDED
AND RESTATED

      FACILITY
B LOAN NOTE

      


      
        	 
      	
                No.
      _____________

              
	
                $1,100,000.00

              	
                Date:
      as of January 8, 2009

              
	
                Chicago,
      Illinois

              	
                Due
      Date: October 3, 2011

              


      

      


      This
Note is given in replacement of but not extinguishing the indebtedness evidenced
by that Facility B Loan Note dated October 3, 2008, executed by ISI Security
Group, Inc. in the original principal amount of $5,000,000.00.

      


      FOR VALUE
RECEIVED, ISI SECURITY GROUP,
INC., a Delaware corporation, (f/k/a ISI DETENTION CONTRACTING GROUP,
INC.)    (the “Borrower”),
whose address is 12903 Delivery Drive, San Antonio, Texas 78247, 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 70 W. Madison, 2nd floor,
Chicago, Illinois 60602, on or before October 3, 2011 (the “Facility B
Loan Scheduled Maturity Date”), the lesser of (i) one million on
hundred thousand and 00/100 dollars ($1,100,000.00), or (ii) the aggregate
principal amount of the Facility B Loan
outstanding under and pursuant to that certain Loan and Security Agreement dated
as of October 3, 2008, as amended, 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 B 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 B Loan Note evidences the Facility B 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 B Loan
Scheduled Maturity Date or any payment hereon may be accelerated. The holder of
this Facility B Loan Note is entitled to all of the benefits and security
provided for in the Loan Agreement. The Facility B Loan
shall be repaid by the Borrower on the Facility B Loan 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 B Loan Note shall designate
in writing to the Borrower. The Facility B 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 B Loan Note, and assents to any extension or
postponement of the time of payment or any other indulgence.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      The Facility B Loan
and the Letters of Credit evidenced hereby have been made and/or issued and this
Facility B Loan Note has been delivered at the Bank’s main office set forth
above. This Facility B 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 B 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 B 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 B Loan Note. The term “Borrower” as used herein shall mean all
parties signing this Facility B Loan Note, and each one of them, and all
such parties, their respective successors and assigns, shall be jointly and
severally obligated hereunder.

       

      This Note
is given in replacement, renewal, and/or extension of, but not extinguishing the
indebtedness evidenced by that promissory note dated October 3, 2008, as
amended, executed by ISI SECURITY GROUP, INC., in the original principal amount
of $5,000,000.00.  This Note is a modification only and not a
novation.  All interest evidenced by the note being replaced, renewed,
and/or extended by this instrument shall continue to be due and payable until
paid.

       

      IN
WITNESS WHEREOF, the Borrower has executed this Facility B Loan Note as of
the date set forth above.

       

      
        	

                ISI
      SECURITY GROUP, INC.,

                a
      Delaware Corporation

              
	 	 
	 	 
	By:   	/s/ Sam
      Youngblood  
	Name:  	Sam Youngblood
	Title:   	President


      

                    

      
        
          
          

        

        
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