Documents contain the entire
agreement between the parties relating to the subject matter hereof and
supersede all oral statements and prior writings with respect thereto.
3.6.
Governing Law and Jurisdiction. This Loan Agreement and the Note shall be
governed by, and construed in accordance with, the laws of the State of Texas
without regard to conflicts-of-laws principles that would require the
application of any other law. The parties hereby agree to submit any dispute
arising out of or in connection with the Loan Documents to the exclusive
jurisdiction of the courts of Bexar County in the State of Texas.
3.7.
Severability of Provisions. Any provision of any Loan Document which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions of such Loan Document or affecting the
validity or enforceability of such provision in any other jurisdiction.
3.8.
Headings. Article and Section headings in the Loan Documents are included in
such Loan Documents for the convenience of reference only and shall not
constitute a part of the applicable Loan Documents for any other purpose.
3.9.
Jury Trial Waiver. THE LENDER AND THE BORROWER HEREBY WAIVE TRIAL BY JURY IN ANY
ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM, WHETHER IN CONTRACT OR TORT, AT LAW
OR IN EQUITY, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE LOAN
DOCUMENTS. NO OFFICER OF THE LENDER HAS AUTHORITY TO WAIVE, CONDITION, OR MODIFY
THIS PROVISION.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date
herein stated.
ARGYLE SECURITY, INC.
By:
/s/ Donald F. Neville
Name:
Donald F. Neville
Title:
Chief Financial Officer
ISI SECURITY GROUP, INC.
By:
/s/ Sam Youngblood
Name:
Sam Youngblood
Title:
President
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EXHIBIT "A"
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 PARENT, AND LASALLE
BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION ("SENIOR LENDER") TO
THE OBLIGATIONS (INCLUDING INTEREST) OWED BY 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
$2,000,000.00
September 30, 2008
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