INTEGRATED ALARM SERVICES GROUP, INC. (a Delaware corporation) 12% Senior Secured Notes due 2011 REGISTRATION RIGHTS AGREEMENT November 16, 2004Registration Rights Agreement • June 13th, 2005 • Integrated Alarm Services Group Inc • Services-miscellaneous business services • New York
This Registration Rights Agreement (this "Agreement") is made and entered into between Integrated Alarm Services Group, Inc., a Delaware corporation (the "Company"), the guarantors listed on the signature page hereto (the "Guarantors") and Morgan Joseph & Co. Inc. and Wells Fargo Securities, LLC, as representatives (in such capacity, the "Representatives") of the several purchasers named in Schedule I hereto (the "Initial Purchasers").
SECURITY AGREEMENTSecurity Agreement • June 13th, 2005 • Integrated Alarm Services Group Inc • Services-miscellaneous business services • Illinois
THIS SECURITY AGREEMENT (this “Agreement”), dated November 10, 2004, is by and among INTEGRATED ALARM SERVICES GROUP, INC., a Delaware corporation, CRITICOM INTERNATIONAL CORPORATION, a New Jersey corporation, MONITAL SIGNAL CORPORATION, a New Jersey corporation, INTEGRATED ALARM SERVICES, INC., a Delaware corporation, PAYNE SECURITY GROUP L.L.C., a New Jersey limited liability company, and AMERICAN HOME SECURITY, INC., a Nevada corporation (each, individually, and collectively, known as the “Borrower”; and, collectively, Borrower and any other persons or entities which from time to time become parties hereto as debtors, known as the “Debtors” and each, individually, a “Debtor”), and LASALLE BANK N.A., a national banking association (the “Bank”).
STATE OF NEW JERSEY COUNTY OF MONMOUTH MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILINGIntegrated Alarm Services Group Inc • June 13th, 2005 • Services-miscellaneous business services
THIS MORTGAGE, ASSIGNMENT OP LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (the "Security Instrument") is made and entered into as of the 16th day of November, 2004, which date shall be the effective date of this Security Instrument, by MONITAL SIGNAL CORPORATION, a New Jersey corporation (the "Borrower") in favor of LASALLE BANK. NATIONAL ASSOCIATION, a national banking association, together with its successors arid assigns (the "Lender").
REVOLVING CREDIT FACILITY CREDIT AGREEMENT by and among INTEGRATED ALARM SERVICES GROUP, INC., CRITICOM INTERNATIONAL CORPORATION, MONITAL SIGNAL CORPORATION, INTEGRATED ALARM SERVICES, INC., PAYNE SECURITY GROUP, L.L.C., AMERICAN HOME SECURITY, INC....Credit Agreement • June 13th, 2005 • Integrated Alarm Services Group Inc • Services-miscellaneous business services • Illinois
INTEGRATED ALARM SERVICES GROUP, INC. EMPLOYMENT AGREEMENTEmployment Agreement • June 13th, 2005 • Integrated Alarm Services Group Inc • Services-miscellaneous business services • New York
EMPLOYMENT AGREEMENT made as of this 2nd day of March 2005 by and between INTEGRATED ALARM SERVICES GROUP, INC., a Delaware corporation, having an office at One Capital Center, 99 Pine Street, Albany, New York 12207 (hereinafter referred to as "Employer") and Bruce Quay, an individual residing at 6 Shaker Bay Road, Latham, New York 12110 (hereinafter referred to as "Employee");
PLEDGE AGREEMENTPledge Agreement • June 13th, 2005 • Integrated Alarm Services Group Inc • Services-miscellaneous business services • Illinois
THIS PLEDGE AGREEMENT (the "Agreement"), dated November 16, 2004, is made and entered into by and between INTEGRATED ALARM SERVICES GROUP, INC., a Delaware corporation ("IASG"), and MADISON PROTECTION, INC., a Delaware corporation ("Madison" and, together with IASG, herein collectively referred to as the "Pledgor"), and LASALLE BANK NATIONAL ASSOCIATION, in its capacity as Agent for the Banks under the Credit Agreement referred to below (the "Secured Party").
NOTES SECURITY AGREEMENTNotes Security Agreement • June 13th, 2005 • Integrated Alarm Services Group Inc • Services-miscellaneous business services • New York
THIS NOTES SECURITY AGREEMENT (this "Agreement"), dated as of November 16, 2004, made by each of the signatories hereto as Debtors (together with any other entity that may become a party hereto as provided herein, the "Debtors"), in favor of Wells Fargo Bank, N.A., as collateral trustee (in such capacity, the "Collateral Trustee") for the benefit of the Secured Parties (as defined below).
INTERCREDITOR AGREEMENTIntercreditor Agreement • June 13th, 2005 • Integrated Alarm Services Group Inc • Services-miscellaneous business services
This INTERCREDITOR AGREEMENT, dated as of November 16, 2004, is among LASALLE BANK NATIONAL ASSOCIATION, in its capacity as the Administrative Agent under the Credit Agreement (as defined below) (in such capacity, the "Administrative Agent"), WELLS FARGO BANK, N.A., as collateral agent and trustee under the Indenture referred to below (in its capacity as collateral agent, the "Trustee"), and INTEGRATED ALARM SERVICES GROUP, INC., a Delaware corporation (the "Borrower").
Return To: Mayer, Brown, Rowe & Maw LLPIntegrated Alarm Services Group Inc • June 13th, 2005 • Services-miscellaneous business services
INTEGRATED ALARM SERVICES GROUP, INC., as the Company, THE GUARANTOR PARTIES HERETO, as Subsidiary Guarantors, and WELLS FARGO BANK, N.A., as Trustee 12% SENIOR SECURED NOTES DUE 2011 INDENTURE Dated as of November 16, 2004Integrated Alarm Services • June 13th, 2005 • Integrated Alarm Services Group Inc • Services-miscellaneous business services • New York
INDENTURE, dated as of November 16, 2004, among Integrated Alarm Services Group, Inc., a Delaware corporation, the Subsidiary Guarantors (as defined herein) and Wells Fargo Bank, N.A., a national banking association, as trustee.
PLEDGE AGREEMENTPledge Agreement • June 13th, 2005 • Integrated Alarm Services Group Inc • Services-miscellaneous business services • New York
THIS PLEDGE AGREEMENT (this "Agreement"), dated November 16, 2004, is made and entered into by and between INTEGRATED ALARM SERVICES GROUP, INC., a Delaware corporation ("Parent"), MADISON PROTECTION, INC., a Delaware corporation ("Madison Protection", together with Parent, the "Pledgors"), and WELLS FARGO BANK, N.A., in its capacity as collateral trustee for the Secured Parties (as defined below) (in such capacity, the "Collateral Trustee").
INTEGRATED ALARM SERVICES GROUP, INC. (a Delaware corporation) 12% Senior Secured Notes due 2011 PURCHASE AGREEMENT November 10, 2004Purchase Agreement • June 13th, 2005 • Integrated Alarm Services Group Inc • Services-miscellaneous business services • New York
Integrated Alarm Services Group, Inc., a Delaware corporation (the "Company"), proposes to issue and sell to the several purchasers named in Schedule I hereto (the "Initial Purchasers"), for whom Morgan Joseph & Co. Inc. and Wells Fargo Securities, LLC are acting as Representatives (in such capacity, the "Representatives"), $125,000,000 aggregate principal amount of its 12% Senior Secured Notes due 2011 (the "Notes"). To the extent there are no additional Initial Purchasers named in Schedule I other than you, the term Representatives as used herein shall mean you, as Initial Purchasers, and the terms Representatives and Initial Purchasers shall mean either the singular or plural as the context requires. The Notes will be issued pursuant to an Indenture (the "Indenture") dated as of the Closing Date (as defined in Section 2) among the Company, each if its subsidiaries named therein (the "Subsidiary Guarantors") and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The obligations of t
