Exhibit 10.12


 


BORROWER JOINDER

AND ASSUMPTION AGREEMENT


 


This
Borrower Joinder and Assumption Agreement (the “Borrower Joinder”) is
made as of October 20, 2010, by CASTLEROCK SECURITY HOLDINGS, INC., a
Delaware corporation (the “Additional Borrower”).


 


Background


 


Reference
is made to (i) 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 amended by that certain Consent, Limited Waiver and
Third Amendment to Credit Agreement and Credit Documents dated as of the date
of this Borrower Joinder, by and among Alarm Funding, LLC, a Delaware limited
liability company (“Alarm Funding”), the Lenders party thereto, and Siemens
First Capital Commercial Finance, LLC, a Delaware limited liability company, as
successor in interest to FCC, LCC, in its capacity as Agent for the Lenders
(collectively, the “Credit Agreement”) (collectively, and as the same
may be further amended, restated, supplemented or otherwise modified, from time
to time, the “Agreement”), and (ii) the other Credit Documents
referred to in the Agreement.


 


Agreement


 


Capitalized
terms defined in the Agreement are used herein as defined therein.  The rules of construction set forth in Section
1.2 of the Agreement shall apply to this Borrower Joinder.  In consideration of Additional Borrower
becoming a Borrower under the terms of the Agreement and in consideration of
the value of the synergistic benefits received by Additional Borrower as a
result of the interdependence of the businesses of Alarm Funding and Additional
Borrower, Additional Borrower hereby agrees that effective as of the Third
Amendment Effective Date, it hereby joins in, and is and shall be deemed to be
a Borrower under, the Agreement and each of the other applicable Credit
Documents, and a Debtor under the Security Agreement.  Additional Borrower has assumed the
obligations of a Borrower under the Agreement and the other Credit Documents,
and a Debtor under the Security Agreement, and Additional Borrower shall
perform, comply with and be subject to and bound by each of the terms,
agreements, covenants and conditions of: (a) the Agreement, on a joint and
several basis with Alarm Funding, the other Borrower, and (b) each of the
other Credit Documents, on a joint and several basis, which is stated to apply
to or is made by a Borrower, in each case of clauses (a) and (b) as
such Credit Document is in effect as of the date hereof, as such with the same
force and effect as if it were an original signatory to the Agreement and each
other Credit Document to which a Borrower is a party or by which a Borrower is
bound; provided, however, that notwithstanding the terms of Section 7.2.24
of the Credit Agreement, Additional Borrower may be permitted to have employees
and pay compensation to such employees. Without limiting the generality of the
foregoing, Additional Borrower hereby represents and warrants that, except as
expressly set forth on the attached Schedule I: (i) each of the
representations and warranties with respect to a Borrower set forth in
Article V of the Agreement is true and correct as to Additional Borrower
on and as of the date hereof as if made on and as of the date hereof by
Additional Borrower (except representations and warranties which expressly
relate solely to an earlier date or time, 


 


1

















 


which
representations and warranties shall be true and correct on and as of the
specific date or times referred to therein), and (ii) Additional Borrower
has heretofore received a true and correct copy of the Agreement and each of
the other Credit Documents (including any modifications thereof or supplements
or waivers thereto) as in effect on the date hereof.


 


Except
as expressly supplemented hereby and by Schedule I attached hereto, the
Agreement and each other Credit Document are hereby ratified and confirmed and
shall remain in full force and effect.


 


In
furtherance of the foregoing, each reference to a “Borrower” in the Agreement
and each other Credit Document and each reference to a “Debtor” in the Security
Agreement shall be deemed to include the undersigned Additional Borrower.


 


In
furtherance of the foregoing, Additional Borrower shall execute and deliver or
cause to be executed and delivered at any time and from time to time such
further instruments and documents, and do or cause to be done such further
acts, as may be reasonably necessary in the reasonable opinion of Agent to
carry out more effectively the provisions and purposes of this Borrower Joinder
and the other Credit Documents.


 


Additional
Borrower is simultaneously delivering to Agent the other documents required
under the Agreement.


 


Additional
Borrower acknowledges and agrees that a telecopy or other electronic
transmission to Agent of signature pages hereof purporting to be signed on
behalf of Additional Borrower shall constitute effective and binding execution
and delivery hereof by Additional Borrower.


 


[SIGNATURE PAGE FOLLOWS]


 


2

















 


[SIGNATURE PAGE TO BORROWER JOINDER- PAGE 1 of 2]


 


IN
WITNESS WHEREOF, each of the undersigned has duly executed this Borrower
Joinder and delivered the same to Agent, as of the date and year first above
written, intending to be legally bound hereby.


 


	
   

  	
  CASTLEROCK
  SECURITY HOLDINGS, INC.

  
	
   

  	
  a
  Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /
  s /    Brian E. Johnson

  
	
   

  	
   

  	
        Brian
  E. Johnson, President

  



 


 


ACCEPTED AND AGREED:


 


ALARM FUNDING, LLC,


a Delaware limited liability company




 


	
  By:

  	
  /
  s /      Westin Lovy

  	
   

  	
   

  	
   

  
	
   

  	
  Name:
  

  	
  Westin
  Lovy

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Managing
  Director

  	
   

  	
   

  
						



 


 


CASTLEROCK
SECURITY, INC.,


a
Delaware corporation


 


 


	
  By:

  	
  /
  s /      Brian E. Johnson

  	
   

  	
   

  	
   

  
	
   

  	
  Name:
  

  	
  Brian
  E. Johnson 

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  	
   

  
						



 

















 


[SIGNATURE PAGE TO BORROWER JOINDER- PAGE 2 of 2]


 


ACKNOWLEDGED AND ACCEPTED:


 


 


	
   

  	
  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

  



 

















 


SCHEDULE I


 


DISCLOSURE SCHEDULE


 


None.