IMPERIAL CAPITAL, LLC REGISTRATION RIGHTS AGREEMENT by and among Interface Security Systems Holdings, Inc. and Interface Security Systems, L.L.C., as Co- Issuers, the Guarantors and Imperial Capital, LLC Dated as of January 18, 2013Registration Rights Agreement • July 9th, 2014 • Interface Security Systems, L.L.C. • Services-detective, guard & armored car services • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 18, 2013, by and among Interface Security Systems Holdings, Inc., a Delaware corporation (“Holdings”), Interface Security Systems, L.L.C., a Louisiana limited liability company (the “Co-Issuer” and, together with Holdings, the “Issuers”), Westec Acquisition Corp., a Delaware corporation, Westec Intelligent Surveillance, Inc., a Delaware corporation and The Greater Alarm Company, Inc., a California corporation (collectively, the “Guarantors”), and Imperial Capital, LLC (the “Initial Purchaser”), who has agreed to purchase the Issuers’ 9 1/4% Senior Secured Notes due 2018 (the “Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.”
AMENDED AND RESTATED EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment and Non-Competition Agreement • July 9th, 2014 • Interface Security Systems, L.L.C. • Services-detective, guard & armored car services • Missouri
This AMENDED AND RESTATED EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Agreement”), dated as of June 2, 2010, is between Interface Security Systems, L.L.C., a Louisiana limited liability company (the “Employer”), and Kenneth W. Obermeyer (the “Employee”).
ASSET PURCHASE AGREEMENT by and among INTERFACE SECURITY SYSTEMS, L.L.C. and MY ALARM CENTER, LLC Dated as of January 9, 2014Asset Purchase Agreement • July 9th, 2014 • Interface Security Systems, L.L.C. • Services-detective, guard & armored car services • Delaware
This ASSET PURCHASE AGREEMENT (the “Agreement”), dated as of January 9, 2014, is being entered into by and among My Alarm Center, LLC, d/b/a Alarm Capital Alliance, a Delaware limited liability company (“Purchaser”), and Interface Security Systems, L.L.C., a Louisiana limited liability company (“Seller”). Purchaser and Seller are sometimes referred to individually herein as a “Party” and collectively as the “Parties”.
THIRD LEASE AMENDMENTThird Lease • July 9th, 2014 • Interface Security Systems, L.L.C. • Services-detective, guard & armored car services
THIS THIRD LEASE AMENDMENT (the “Amendment”) is executed this 21st day of April, 2010, by and between DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited partnership d/b/a Duke Realty of Indiana Limited Partnership (“Landlord”), and INTERFACE SECURITY SYSTEMS, L.L.C., a Louisiana limited liability company (“Tenant”).
SEVENTH LEASE AMENDMENTSeventh Lease • July 9th, 2014 • Interface Security Systems, L.L.C. • Services-detective, guard & armored car services
THIS SEVENTH LEASE AMENDMENT (the “Amendment”) is executed this 24th day of July, 2013, by and between DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited partnership, d/b/a Duke Realty of Indiana Limited Partnership (“Landlord”), and INTERFACE SECURITY SYSTEMS HOLDINGS, INC., a Delaware corporation (“Tenant”).
SIXTH LEASE AMENDMENTSixth Lease • July 9th, 2014 • Interface Security Systems, L.L.C. • Services-detective, guard & armored car services
THIS SIXTH LEASE AMENDMENT (the “Amendment”) is executed as of the 8th day of April, 2013, by and between DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited partnership d/b/a Duke Realty of Indiana Limited Partnership (“Landlord”) and INTERFACE SECURITY SYSTEMS HOLDINGS, INC., a Delaware corporation (“Tenant”).
SECOND LEASE AMENDMENTSecond Lease • July 9th, 2014 • Interface Security Systems, L.L.C. • Services-detective, guard & armored car services
THIS SECOND LEASE AMENDMENT (the “Amendment”) is executed this 26th day of March, 2009 by and between DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited partnership, d/b/a Duke Realty of Indiana Limited Partnership (“Landlord”), and INTERFACE SECURITY SYSTEMS, L.L.C., a Louisiana limited liability company (“Tenant”).
LEASE AGREEMENTLease Agreement • July 9th, 2014 • Interface Security Systems, L.L.C. • Services-detective, guard & armored car services
THIS LEASE is executed this 20th day of December, 2001, by and between DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited partnership, d/b/a Duke Realty of Indiana Limited Partnership (“Landlord”), and INTERFACE SECURITY SYSTEMS, L.L.C., a Louisiana limited liability company (“Tenant”).
FIRST LEASE AMENDMENTFirst Lease • July 9th, 2014 • Interface Security Systems, L.L.C. • Services-detective, guard & armored car services
THIS FIRST LEASE AMENDMENT (the “Amendment”) is executed this 18th day of March, 2002 by and between DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited partnership, d/b/a Duke Realty of Indiana Limited Partnership (“Landlord”), and INTERFACE SECURITY SYSTEMS, L.L.C., a Louisiana limited liability company (“Tenant”).
INTERFACE SECURITY SYSTEMS HOLDINGS, INC. AND INTERFACE SECURITY SYSTEMS, L.L.C. AND EACH OF THE GUARANTORS FROM TIME TO TIME PARTY HERETO 9 ¼ % SENIOR SECURED NOTES DUE 2018Interface Security Systems, L.L.C. • July 9th, 2014 • Services-detective, guard & armored car services • New York
INDENTURE dated as of January 18, 2013 among Interface Security Systems Holdings, Inc., a Delaware corporation (“Holdings”) and Interface Security Systems, L.L.C., a Louisiana limited liability company (the “Company” and together with Holdings, the “Issuers”), the Guarantors (as defined herein) and Wells Fargo Bank, N.A., as Trustee and Collateral Agent.
FOURTH LEASE AMENDMENTFourth Lease • July 9th, 2014 • Interface Security Systems, L.L.C. • Services-detective, guard & armored car services
THIS FOURTH LEASE AMENDMENT (the “Amendment”) is executed this 28th day of June, 2010, by and between DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited partnership d/b/a Duke Realty of Indiana Limited Partnership (“Landlord”), and INTERFACE SECURITY SYSTEMS, L.L.C., a Louisiana limited liability company (“Tenant”).
GUARANTY AND SURETYSHIP AGREEMENTGuaranty and Suretyship Agreement • July 9th, 2014 • Interface Security Systems, L.L.C. • Services-detective, guard & armored car services
This Guaranty and Suretyship Agreement (this “Guaranty”) is made and entered into this 18th day of January, 2013, by and among INTERFACE SECURITY SYSTEMS HOLDINGS, INC., a Delaware corporation (“Parent”), and each of the other parties which may from time to time become party hereto (collectively and together with Parent, the “Guarantors” and each, individually, a “Guarantor”) in favor of CAPITAL ONE, N.A., in its capacity as agent for the Banks under the Credit Agreement referred to herein (hereinafter referred to in such capacity as the “Agent”).
SECURITY AGREEMENTSecurity Agreement • July 9th, 2014 • Interface Security Systems, L.L.C. • Services-detective, guard & armored car services • New York
THIS SECURITY AGREEMENT (this “Agreement”) dated January 18, 2013, is among INTERFACE SECURITY SYSTEMS, L.L.C., a Louisiana limited liability company (“Interface”), THE GREATER ALARM COMPANY, INC., a California corporation (“GAC”), WESTEC ACQUISITION CORP., a Delaware corporation (“WAC”), WESTEC INTELLIGENT SURVEILLANCE, INC., a Delaware corporation (“WIS” and, together with Interface, GAC and WAC, the “Borrowers” and each, individually, a “Borrower”), INTERFACE SECURITY SYSTEMS HOLDINGS, INC., a Delaware corporation (“Parent Guarantor” and, together with the Borrowers and any other persons or entities that from time to time become parties hereto as debtors, the “Debtors” and each, individually, a “Debtor”); and CAPITAL ONE, N.A., in its capacity as agent for the Lender Parties referred to below (in such capacity, the “Agent”).
MERGER AGREEMENT by and among INTERFACE SECURITY SYSTEMS, L.L.C., as “Parent” INTERFACE ACQUISITION SUBSIDIARY, INC., as “Merger Sub” and, WESTEC ACQUISITION CORP., as the “Company” JOHN YOUNG, as the “Stockholders’ Representative” and Each Seller...Merger Agreement • July 9th, 2014 • Interface Security Systems, L.L.C. • Services-detective, guard & armored car services • Texas
This Merger Agreement (this “Agreement”) dated March 27, 2012, is by and among (i) Interface Security Systems, L.L.C., a Louisiana limited liability company (“Parent”); (ii) Interface Acquisition Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub” and, together with Parent, the “Parent Parties”); (iii) Westec Acquisition Corp., a Delaware corporation (the “Company”); (iv) John Young as the Stockholders’ Representative (the “Stockholders’ Representative”); and (v) and each stockholder of the Company signatory hereto (individually, a “Seller” and collectively, the “Sellers” and, together with the Company and Stockholders’ Representative, the “Seller Parties” and, together with the Parent Parties, the Company and the Stockholders’ Representative, the “Parties”). Certain other capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
INTERFACE SECURITY SYSTEMS, L.L.C. FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENTLimited Liability Company Operating Agreement • July 9th, 2014 • Interface Security Systems, L.L.C. • Services-detective, guard & armored car services • Louisiana
THIS FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of INTERFACE SECURITY SYSTEMS, L.L.C. (the “Company”), dated as of December 13, 2001, is duly executed by INTERFACE ACQUISITION COMPANY, L.L.C., a Louisiana limited liability company located at 750 B Street, Suite 3200, San Diego, California 92101 as the sole member (“Holdings” or the “Member”), pursuant to the Act (as defined in Section 1.1) for the purposes and on the terms and conditions set forth below:
EIGHTH LEASE AMENDMENTEighth Lease • July 9th, 2014 • Interface Security Systems, L.L.C. • Services-detective, guard & armored car services
THIS EIGHTH LEASE AMENDMENT (the “Amendment”) is executed this 28 day of January, 2014, by and between DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited partnership, d/b/a Duke Realty of Indiana Limited Partnership (“Landlord”), and INTERFACE SECURITY SYSTEMS HOLDINGS, INC., a Delaware corporation (“Tenant”).
INTERFACE SECURITY SYSTEMS HOLDINGS, INC. 3773 Corporate Center Drive Earth City, Missouri 63005 May 5, 2010Securities Purchase Agreement • July 9th, 2014 • Interface Security Systems, L.L.C. • Services-detective, guard & armored car services • Delaware
Reference is hereby made to that certain Amended and Restated Stockholder Agreement, dated as of July 16, 2007, as amended from time to time (the “Stockholder Agreement”), by and among Interface Security Systems Holdings, Inc., a Delaware corporation (the “Company”), and the stockholders of the Company signatory thereto (the “Stockholders”). Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Stockholder Agreement.
PLEDGE AGREEMENTPledge Agreement • July 9th, 2014 • Interface Security Systems, L.L.C. • Services-detective, guard & armored car services • New York
THIS PLEDGE AGREEMENT (this “Agreement”), dated January 18, 2013, is made and entered into by and between EACH OF THE PERSONS LISTED ON THE SIGNATURE PAGES HERETO AND EACH OF THE OTHER PERSONS WHICH BECOME PLEDGORS HEREUNDER FROM TIME TO TIME (each, a “Pledgor” and collectively, the “Pledgors”) and CAPITAL ONE, N.A., in its capacity as agent for the Banks under the Credit Agreement referred to below (the “Secured Party”).
CONSENT AND OMNIBUS AMENDMENT TO LOAN DOCUMENTSInterface Security Systems, L.L.C. • July 9th, 2014 • Services-detective, guard & armored car services • New York
THIS CONSENT AND OMNIBUS AMENDMENT TO LOAN DOCUMENTS (the “Consent and Amendment”), dated as of September 30, 2013 (the “Effective Date”), is made by and among INTERFACE SECURITY SYSTEMS, L.L.C., a Louisiana limited liability company (“Interface”), THE GREATER ALARM COMPANY, INC., a California corporation (“GAC”), WESTEC ACQUISITION CORP., a Delaware corporation (“WAC”), WESTEC INTELLIGENT SURVEILLANCE, INC., a Delaware corporation (“WIS” and, together with Interface, GAC, and WAC, each individually, a “Borrower” and collectively, the “Borrowers”), INTERFACE SECURITY SYSTEMS HOLDINGS, INC., a Delaware corporation (“Holdings” and together with Borrowers, the “Loan Parties”), and CAPITAL ONE, N.A., a national banking association, as administrative agent (“Agent”) for the banks from time to time party to the Credit Agreement (as hereinafter defined) (the “Banks”).
45,000,000 REVOLVING CREDIT FACILITY CREDIT AGREEMENT by and among INTERFACE SECURITY SYSTEMS, L.L.C. and THE GREATER ALARM COMPANY, INC. and WESTEC ACQUISITION CORP. and WESTEC INTELLIGENT SURVEILLANCE, INC. and THE GUARANTORS PARTY HERETO and THE...Credit Agreement • July 9th, 2014 • Interface Security Systems, L.L.C. • Services-detective, guard & armored car services • New York
FIRST AMENDMENT TO THE FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF INTERFACE SECURITY SYSTEMS, L.L.C.Limited Liability Company Agreement • July 9th, 2014 • Interface Security Systems, L.L.C. • Services-detective, guard & armored car services • Delaware
This First Amendment (this “Amendment”) to the Fifth Amended and Restated Limited Liability Company Agreement of Interface Security Systems, L.L.C., a Louisiana limited liability company (the “Company”), is duly executed by Interface Acquisition Company, L.L.C., a Louisiana limited liability company and the sole member of the Company (the “Member”), to be effective for all purposes as of May 5, 2010 (the “Effective Date”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • July 9th, 2014 • Interface Security Systems, L.L.C. • Services-detective, guard & armored car services • Delaware
This MANAGEMENT SERVICES AGREEMENT is made and effective as of April 1, 2010, (the “Effective Date”) among Interface Security Systems, L.L.C. (the “Company”), SunTx Capital Management Corp. (“SunTx”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • July 9th, 2014 • Interface Security Systems, L.L.C. • Services-detective, guard & armored car services • New York
This INTERCREDITOR AGREEMENT (this “Agreement”) is dated as of January 18, 2013 and entered into by and among CAPITAL ONE, N.A., a national banking association, in its capacity as administrative agent under the First Lien Loan Documents (as defined below), including its successors and assigns in such capacity from time to time (“First Lien Agent”), WELLS FARGO BANK, N.A., not in its individual capacity, but solely in its capacity as collateral agent and trustee under the Second Lien Documents (as defined below), including its successors and assigns in such capacities from time to time (“Collateral Agent”) and the LOAN PARTIES (as hereinafter defined).
CONSENT, WAIVER AND SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 9th, 2014 • Interface Security Systems, L.L.C. • Services-detective, guard & armored car services • New York
THIS CONSENT, WAIVER AND SECOND AMENDMENT TO CREDIT AGREEMENT (this “Waiver and Amendment”), dated as of May 16, 2014 (the “Second Amendment Effective Date”), is made by and among INTERFACE SECURITY SYSTEMS, L.L.C., a Louisiana limited liability company (“Borrower”), INTERFACE SECURITY SYSTEMS HOLDINGS, INC., a Delaware corporation (“Holdings” and together with Borrower, the “Loan Parties”), CAPITAL ONE, N.A., a national banking association, as administrative agent (“Agent”) for the banks from time to time party to the Credit Agreement (as hereinafter defined) (the “Banks”), and the Banks.
SECOND AMENDMENT TO THE FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF INTERFACE SECURITY SYSTEMS, L.L.C.Limited Liability Company Agreement • July 9th, 2014 • Interface Security Systems, L.L.C. • Services-detective, guard & armored car services
This Second Amendment (this “Amendment”) to the Fifth Amended and Restated Limited Liability Company Agreement of Interface Security Systems, L.L.C., a Louisiana limited liability company (the “Company”), is duly executed by and between the Company and Interface Security Systems Holdings, Inc., a Delaware corporation and the sole member of the Company (the “Member”), to be effective as of January 14, 2013.
ASSIGNMENT AND ASSUMPTION OF LEASE AND FIFTH LEASE AMENDMENTAssignment and Assumption of Lease and Fifth Lease Amendment • July 9th, 2014 • Interface Security Systems, L.L.C. • Services-detective, guard & armored car services
THIS ASSIGNMENT AND ASSUMPTION OF LEASE AND FIFTH LEASE AMENDMENT (the “Amendment”) is effective as of the 1st day of August, 2010 and is executed as of the 2nd day of August, 2010, by and between DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited partnership d/b/a Duke Realty of Indiana Limited Partnership (“Landlord”), and INTERFACE SECURITY SYSTEMS, L.L.C., a Louisiana limited liability company (“Assignor”) and INTERFACE SECURITY SYSTEMS HOLDINGS, INC., a Delaware corporation (“Assignee” or “Tenant”).
OFFICE LEASEOffice Lease • July 9th, 2014 • Interface Security Systems, L.L.C. • Services-detective, guard & armored car services
INTERFACE SECURITY SYSTEMS HOLDINGS, INC. LONG-TERM INCENTIVE PLAN AWARD AGREEMENTInterface Security Systems, L.L.C. • July 9th, 2014 • Services-detective, guard & armored car services
The undersigned Participant hereby designates the following as my beneficiary to receive any amounts payable under the Plan after my death.
INTERFACE SECURITY SYSTEMS HOLDINGS, INC. LONG-TERM INCENTIVE PLAN AWARD AGREEMENTInterface Security Systems, L.L.C. • July 9th, 2014 • Services-detective, guard & armored car services
The undersigned Participant hereby designates the following as my beneficiary to receive any amounts payable under the Plan after my death.
INTERFACE SECURITY SYSTEMS HOLDINGS, INC. LONG-TERM INCENTIVE PLAN AWARD AGREEMENTInterface Security Systems, L.L.C. • July 9th, 2014 • Services-detective, guard & armored car services
The undersigned Participant hereby designates the following as my beneficiary to receive any amounts payable under the Plan after my death.
