Exhibit 10.19


 


FOURTH AMENDMENT TO CREDIT AGREEMENT


 


This
FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is
dated as of November 2, 2010, by and among ALARM FUNDING, LLC, a Delaware
limited liability company (sometimes referred to herein as “Alarm Funding”),
CASTLEROCK SECURITY HOLDINGS, INC., a Delaware corporation (sometimes
referred to herein as “NewCo”, and together with Alarm Funding, “Borrower”),
and CASTLEROCK SECURITY, INC., a Delaware corporation (sometimes referred
to herein as “CastleRock”, and together with Alarm Funding and NewCo,
the “Credit Parties”), LENDERS (as defined in the Credit Agreement, as
defined below),  and SIEMENS FIRST CAPITAL COMMERCIAL FINANCE, LLC,
a Delaware limited liability company, as successor in interest to FCC, LLC in
its capacity as agent for Lenders (hereinafter referred to in such capacity as “Agent”).


 


W  I  T 
N  E  S  S  E 
T  H:


 


WHEREAS, reference is made to that certain Credit Agreement,
dated as of May 25, 2007, as amended by that Amendment to Credit Agreement
and Credit Documents, dated as of August 16, 2007 (the “First Amendment”),
as further amended by that Amended and Restated Forbearance Agreement and
Amendment to Credit Agreement, dated as of February 16, 2008 (the “Forbearance
Agreement”), and as further amended by that Consent, Limited Waiver and
Third Amendment to Credit Agreement and Credit Documents by and among Alarm
Funding, the Lenders party thereto, and Agent (collectively, the “Credit
Agreement”); and


 


WHEREAS, Alarm Funding has requested that Agent and Lenders
amend certain terms of the Credit Agreement as hereinafter provided, and Agent
and Lenders are willing to make such
modifications, subject to the terms and conditions of this Amendment.


 


NOW, THEREFORE, the parties hereto, in consideration of
their mutual covenants and agreements hereinafter set forth and intending to be
legally bound hereby, covenant and agree as follows:


 


1.                                      Capitalized
Terms; Construction.  All
capitalized terms used and not defined herein shall have the meanings given
them in the Credit Agreement and the rules of construction set forth in Section 1.2
[Construction] of the Credit Agreement shall apply to this Amendment.


 


2.                                      Amendment of Section 7.2.18
[Maximum Funded Debt to Tangible Net Worth Ratio; Senior Funded Debt] of the
Credit Agreement.


 


Section 7.2.18 [Maximum Funded Debt to Tangible
Net Worth Ratio; Senior Funded Debt] of the Credit Agreement is hereby amended
and restated to read as follows:


 

















 


“7.2.18 Senior Funded Debt to Tangible Net Worth
Ratio; Senior Funded Debt to EBITDA Ratio.


 


(a)                                 Borrower shall not at any
time permit the ratio of Senior Funded Debt to Tangible Net Worth of NewCo and
its consolidated Subsidiaries (but in no event including any Permitted
Subsidiary) to exceed (i) 14.0 to 1 for the period commencing on the Third
Amendment Effective Date and continuing until the Deposit Date, and (ii) 2.25
for the period commencing on the Deposit Date and continuing thereafter.


 


(b)                                 Borrower shall not at any
time permit the ratio of Senior Funded Debt to EBITDA of NewCo and its
consolidated Subsidiaries (but in no event including any Permitted Subsidiary)
to exceed (i) 5.0 to 1 for the period commencing November 1, 2010 and
continuing through September 30, 2011, and (ii) 4.25 for the period
commencing on October 1, 2011 and continuing thereafter.”


 


3.                                      Amendment of Section 8.1.17  [Evidence of Equity Raise Commitment]of the
Credit Agreement.


 


Section 8.1.17
[Evidence of Equity Raise Commitment] shall be amended and restated as follows:


 


“8.1.17  Evidence
of Equity Raise Commitment.


 


Borrower shall fail to deliver to Agent either (x) executed
commitment letters with respect to a private Equity Raise (including from
Whitecap or any of its Affiliates) or (y) evidence of the filing of an S-1
with respect to a public Equity Raise, no later than November 5, 2010.”


 


4.                                      Conditions of
Effectiveness of this Amendment.  The effectiveness of this Amendment is
expressly conditioned upon satisfaction of each of the following conditions
precedent:


 


(a)                                 Credit
Documents.  Borrower
shall or shall have caused to be delivered to Agent this fully executed
Amendment.


 


(b)                                 Fees and
Expenses.  Borrower
shall pay or cause to be paid to Agent for itself the reasonable costs and
expenses of Agent, including reasonable fees of Agent’s counsel in connection
with this Amendment.


 


(c)                                  No Violation of
Laws, No Actions or Proceedings. The  execution
of this Amendment shall not contravene any Law applicable to Borrower, any
Guarantor, any Pledgor, Agent or any of the Lenders.  No action, proceeding, investigation,
regulation or legislation shall have been instituted, threatened or proposed
before any court, governmental agency or legislative body to enjoin, restrain
or prohibit, or to obtain damages in respect of this Amendment or the consummation
of the transactions 


 


2

















 


contemplated hereby, which, in Agent’s sole
discretion, would make it inadvisable to consummate the transactions
contemplated by this Amendment or any of the other Credit Documents.


 


(d)                                 Legal Details;
Counterparts.  All legal
details and proceedings in connection with the transactions contemplated by
this Amendment shall be in form and substance satisfactory to Agent; Agent
shall have received from Alarm Funding, CastleRock,  NewCo and the Lenders a fully executed
original of this Amendment; and Agent shall have received all such other
counterpart originals or certified or other copies of such documents and
proceedings in connection with such transactions; in each case, in form and
substance satisfactory to Agent.


 


5.                                      Joinder of CastleRock.  CastleRock acknowledges and agrees that it
has executed and delivered a Guaranty and Suretyship Agreement in favor of
Agent for the benefit of the Lenders in connection with this Amendment.  CastleRock joins in this Amendment to
evidence its consent to the Credit Agreement and the amendment of the Credit
Agreement pursuant to this Amendment.


 


6.                                      Force and
Effect. The Credit Agreement and each of the other Credit Documents, as
amended through and including this Amendment, are hereby ratified and confirmed
and are and shall remain in full force and effect on and after the date of this
Amendment in accordance with their respective terms.  The parties hereto do not amend any
provisions of the Credit Agreement or the other Credit Documents except for the
amendments as expressly set forth herein. 
Neither Borrower nor Guarantor has any defense or counterclaim
whatsoever to any action or proceeding that may be brought to enforce the
rights and remedies of the Agent and Lenders under the Credit Agreement and the
other Credit Documents. No novation to any Credit Document is intended or shall
occur by or as a result of this Amendment.


 


7.                                      Governing Law.  This Amendment shall be deemed to be a
contract under the Laws of the State of New York and shall, pursuant to New
York General Obligations Law Section 5-1401, for all purposes be governed
by, and construed and enforced in accordance with, the Laws of the State of New
York.


 


8.                                      Counterparts.  This Amendment may be executed in separate
counterparts, each of which when executed and delivered shall be an original,
but all of which when taken together shall constitute one and the same
instrument.  Delivery by facsimile or
other electronic transmission of executed signature pages hereof from one
party hereto to another party hereto shall be deemed to constitute due
execution and delivery by such party. 
Any party that delivers its original counterpart signature to this
Amendment by facsimile or other electronic transmission hereby covenants to
personally deliver five (5) original counterpart signatures promptly
thereafter to Agent.


 


[SIGNATURE PAGES FOLLOW]


 


3

















 


[SIGNATURE PAGE TO FOURTH  AMENDMENT TO CREDIT AGREEMENT]


 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
and delivered by their respective officers hereunto duly authorized, as of the
date first above written.


 


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  ALARM
  FUNDING, LLC,

  
	
   

  	
  a
  Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /
  s / Westin Lovy

  
	
   

  	
   

  	
  Westin
  Lovy, Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CASTLEROCK
  SECURITY HOLDINGS, INC.,

  
	
   

  	
  a
  Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s
  / Brian E. Johnson

  
	
   

  	
   

  	
  Brian
  E. Johnson, President

  



 

















 


[SIGNATURE PAGE TO FOURTH AMENDMENT TO CREDIT
AGREEMENT]


 


	
   

  	
  GUARANTOR:

  
	
   

  	
   

  
	
   

  	
  CASTLEROCK
  SECURITY, INC.,

  
	
   

  	
  a
  Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /
  s / Brian E. Johnson

  
	
   

  	
   

  	
  Brian
  E. Johnson, President

  



 

















 


[SIGNATURE PAGE TO FOURTH  AMENDMENT TO CREDIT AGREEMENT]


 


	
   

  	
  SIEMENS
  FIRST CAPITAL

  COMMERCIAL FINANCE, LLC, as Agent and a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /
  s / Anthony Casciano

  
	
   

  	
  Name:

  	
  Anthony
  Casciano

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  and

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /
  s / Matthew R. Begley

  
	
   

  	
  Name:

  	
  Matthew
  R. Begley

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FCC,
  LLC, as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /
  s / Lee Elmore

  
	
   

  	
  Name:

  	
  Lee
  Elmore

  
	
   

  	
  Title:

  	
  Senior
  Vice President