Tri-S Security Corporation November 30, 2004

i EXHIBIT 10.62

Tri-S Security Corporation

November 30, 2004

Xx. Xxxxxxx Xxxxxxxx
0000 Xxxxxx Xxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000

Xx. Xxxxxx Xxxxxx
0000 Xxxxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000

Gentlemen:

        This letter ("Letter Agreement"), when countersigned by each of you, will set forth the agreement among Tri-S Security Corporation (the "Company") and each of you regarding the subject matter set forth herein. Reference is made to that certain (i) Agreement Regarding Notes and Preferred Shares dated as of September 29, 2004 among the Company, Xxxxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxx Xxxxxx and Xxxx Xxxxxx, as amended by that certain Letter Agreement dated October 6, 2004 among the Company and Messrs. Xxxxxxxx and Luther (the "Original Agreement"); (ii) Amended and Restated Promissory Note dated September 29, 2004 made by the Company in favor of Xx. Xxxxxxxx in principal amount of $2,983,750.00 (the "Xxxxxxxx Note"); (iii) Amended and Restated Promissory Note dated September 29, 2004 made by the Company in favor of Xx. Xxxxxx in principal amount of $1,462,450.00 (the "Xxxxxxxx Note"); and (iv) Amended and Restated Promissory Note dated September 29, 2004 made by the Company in favor Xx. Xxxxxxxx, both individually and as agent for Messrs. Luther, Bright and Xxxxxx, in principal amount of $706,507.00 (the "Joint Note"). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Original Agreement.

        Xx. Xxxxxxxx and the Company hereby amend Section 1.02 of the Xxxxxxxx Note by deleting Section 1.02 in its entirety and replacing it with the following: "1.02 Maker shall pay the obligation hereunder by tendering a single payment no later than February 15, 2005 of the full amount of principal due hereunder and all interest at the rate set forth above accrued thereon since February 24, 2004."

        Xx. Xxxxxx and the Company hereby amend Section 1.02 of the Luther Note by deleting Section 1.02 in its entirety and replacing it with the following: "1.02 Maker shall pay the obligation hereunder by tendering a single payment no later than February 15, 2005 of the full amount of principal due hereunder and all interest at the rate set forth above accrued thereon since February 24, 2004."

        Messrs. Xxxxxxxx and Xxxxxx hereby agree to forbear from exercising any and all rights and remedies they have under, or in connection with, the Joint Note with respect to the principal and interest they are each individually entitled to receive thereunder until February 16, 2005; provided, however, that it is agreed and understood by Messrs. Xxxxxxxx and Luther and the Company that this agreement to forbear is made by Messrs. Xxxxxxxx and Xxxxxx individually and not as agent for any other party. Messrs. Xxxxxxxx and Luther also hereby agree to amend the Joint Note to extend the maturity date thereof until February 15, 2005, provided Messrs. Bright and Xxxxxx also agree to such amendment.

        Messrs. Xxxxxxxx and Luther and the Company hereby amend the last clause of Section 3 of the Original Agreement by deleting such clause in its entirety and replacing it with the following: "each Note Holder agrees not to exercise any rights or remedies such holder may have under the Security Agreement to which such holder is a party prior to February 16, 2005."

        Messrs. Xxxxxxxx and Xxxxxx and the Company hereby amend the last sentence of Section 5 of the Original Agreement by deleting such sentence in its entirety and replacing it with the following: "If the Initial Public Offering is not consummated by February 15, 2005, the Company shall pay such dividends on such date."

        In consideration of the foregoing, the Company shall pay no later than December 15, 2004 (i) $42,187.50 to Xx. Xxxxxxxx and (ii) $20,312.50 to Xx. Xxxxxx, which amounts shall be applied to the Company's payment obligations under the Xxxxxxxx Note and the Luther Note, respectively, if the Initial Public Offering is completed on or before February 15, 2005. The Company also shall pay no later than December 15, 2004 (a) $2,000.00 to Xx. Xxxxxxxx and $2,000.00 to Xx. Xxxxxx for legal fees incurred by them in connection with the negotiation, preparation and execution of the Original Agreement; and (b) $5,000.00 to legal counsel for Messrs. Xxxxxxxx and Xxxxxx for legal fees incurred by them in connection with the negotiation, preparation and execution of this Letter Agreement.

        Notwithstanding anything herein to the contrary, if the payments set forth in the paragraph above are not made by the Company in accordance with the terms of this Letter Agreement, then this Letter Agreement shall be null, void and of no effect, and the parties hereto shall have the rights and remedies set forth in the Original Agreement, the Xxxxxxxx Note, the Luther Note and the Joint Note, as applicable, pursuant to their terms as in effect immediately prior to the date hereof.

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        If the foregoing accurately reflects our agreement, we would appreciate you executing and dating this Letter Agreement in the space below and returning a copy to us by facsimile to (000) 000-0000.

		Very truly yours,
		TRI-S SECURITY CORPORATION
		By:	/s/  XXXXXX X. XXXXXXX Printed Name: Xxxxxx X. Xxxxxxx Title: President and Chief Executive Officer
Agreed and Accepted:
/s/  XXXXXX XXXXXX XXXXXX XXXXXX
/s/  XXXXXXX XXXXXXXX XXXXXXX XXXXXXXX

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