November 23, 2009Argyle Security, Inc. • November 23rd, 2009 • Services-detective, guard & armored car services
Each of Mike Peterson and Leonard Peterson (each, a “Holder”, and collectively, the “Holders”), as an assignee of LAMSP, Inc., a California corporation (f/k/a Peterson Detention, Inc., “PDI”), and sole holder of each Note, has agreed to provide to ISI Detention Contracting Group, Inc., a California corporation (the “Company”), at the Company’s request, the Holder’s commitment to enter into a note modification agreement (collectively, the “Modification”) to each of those two certain Guaranteed Convertible Promissory Notes dated January 1, 2008 by the Company payable to the order of PDI, each in the original principal amount of $1.5 million (each, a “Note”, and collectively, the “Notes”) on terms and conditions set out below.
WILLIAM BLAIR MEZZANINE CAPITAL FUND III LETTERHEAD]Argyle Security, Inc. • November 23rd, 2009 • Services-detective, guard & armored car services
William Blair Mezzanine Capital Fund III, L.P., a Delaware limited partnership (the “Purchaser”), is pleased to provide to ISI Security Group, Inc., a Delaware corporation (the “Company”) the Purchaser’s commitment to enter into an amendment (the “Amendment”) to that certain Note and Warrant Purchase Agreement dated as of October 22, 2004 between the Company and the Purchaser (as amended, the “Purchase Agreement”) on terms and conditions set out below. Capitalized terms used herein without definition shall have the meanings given to them in the Purchase Agreement.
MML LETTERHEAD]Argyle Security, Inc. • November 23rd, 2009 • Services-detective, guard & armored car services
This commitment letter and the accompanying Term Sheet form the entire agreement that has been entered into between us with respect to the purchase and sale of the Notes and sets forth the entire understanding of the parties with respect thereto. This commitment letter may be modified or amended only by the written agreement of all of us. This commitment letter is not assignable by the Company without our prior written consent and is intended to be solely for the benefit of the parties hereto.
THE PRIVATEBANK AND TRUST COMPANY LETTERHEAD]Argyle Security, Inc. • November 23rd, 2009 • Services-detective, guard & armored car services
The PrivateBank and Trust Company (the “Bank”) is pleased to provide to ISI Security Group, Inc., a Delaware corporation (the “Borrower”), the Bank’s commitment to enter into an amendment (the “Amendment”) to that certain Loan and Security Agreement dated October 3, 2008 (as amended, the “Loan Agreement”) on terms and conditions set out below. Capitalized terms used herein without definition shall have the meanings given to them in the Loan Agreement.
