EXISTING TERM LENDER ALL AMOUNTS PAYABLE PURSUANT TO SECTION 4.11 OF THE CREDIT
AGREEMENT AS A RESULT OF THE PREPAYMENT OF SUCH LENDER'S EXISTING TERM LOANS
(OTHER THAN ANY PORTION THEREOF THAT IS EXCHANGED FOR TRANCHE B TERM LOANS AS
PROVIDED HEREIN) ON THE REPRICING EFFECTIVE DATE AND (IV) PAY ALL OTHER
OBLIGATIONS THEN DUE AND OWING TO THE EXISTING TERM LENDERS, IN THEIR CAPACITY
AS SUCH, UNDER THE CREDIT AGREEMENT.
(E)
THE REQUIRED LENDERS HEREBY WAIVE THE REQUIREMENTS OF SECTION 4.1
OF THE CREDIT AGREEMENT SOLELY TO THE EXTENT THAT SUCH SECTION REQUIRES ANY
NOTICE OF PREPAYMENT TO BE GIVEN IN RESPECT OF THE EXISTING TERM LOANS TO BE
PREPAID ON THE REPRICING EFFECTIVE DATE.
NOTWITHSTANDING THAT THE TRANCHE B
TERM LOANS SHALL BE REFINANCED IN FULL ON THE REPRICING EFFECTIVE DATE, THE
PROVISIONS OF THE CREDIT AGREEMENT WITH RESPECT TO INDEMNIFICATION,
REIMBURSEMENT OF COSTS AND EXPENSES, INCREASED COSTS AND BREAK FUNDING PAYMENTS
(OTHER THAN AS SET FORTH IN SECTION 3(D) ABOVE) WILL CONTINUE IN FULL FORCE AND
EFFECT WITH RESPECT TO, AND FOR THE BENEFIT OF, EACH EXISTING TERM LENDER IN
RESPECT OF SUCH LENDER'S EXISTING TERM LOANS EXISTING UNDER THE CREDIT AGREEMENT
PRIOR TO THE REPRICING EFFECTIVE DATE.
SECTION 4.
OTHER AMENDMENTS TO CREDIT AGREEMENT.
SUBJECT TO THE
SATISFACTION OF THE CONDITIONS SET FORTH IN SECTION 5 HEREOF, THE CREDIT
AGREEMENT IS AMENDED AS FOLLOWS:
(A)
EXHIBIT N IS HEREBY DELETED IN ITS ENTIRETY AND REPLACED WITH A
NEW EXHIBIT N SUBSTANTIALLY IN THE FORM OF ANNEX A HERETO.
(B)
THE SCHEDULES TO THE CREDIT AGREEMENT ARE HEREBY AMENDED TO
INCLUDE ITEMS LISTED ON THE SCHEDULE MODIFICATIONS PURSUANT TO THE FIRST
AMENDMENT.
(C)
THE FOLLOWING NEW DEFINITIONS ARE HEREBY ADDED TO SECTION 1.1 OF
THE CREDIT AGREEMENT IN THE APPROPRIATE ALPHABETICAL ORDER:
"Acquisition":
the merger of Tara Acquisition Corp. with and into IASG,
resulting in the acquisition by Holdings of all the issued and outstanding
Capital Stock of IASG as set forth in the Acquisition Agreement.
5
"Acquisition Agreement":
the Agreement and Plan of Merger, dated as of December
20, 2006, among Holdings, Tara Acquisition Corp., a Delaware corporation and a
direct wholly owned subsidiary of Holdings, and IASG as amended, modified or
supplemented from time to time other than any such amendment, modification or
supplement that is material to the Lenders and entered into without the consent
of the Administrative Agent.
"Amendment Effective Date":
as defined in the First Amendment.
"IASG":
Integrated Alarm Services Group Inc., a Delaware corporation.
"IASG Notes":
the 12% Senior Notes of IASG.
"Increased Amount Date":
as defined in Section 2.4.
"Joinder Agreement":
an agreement substantially in the form of Exhibit N.
"New Term Commitments":
as defined in Section 2.4.
"New Term Lender":
as defined in Section 2.4.
"New Term Loan":
as defined in Section 2.4.
"Second Lien Notes":
the 12% Senior Secured Notes due 2011 of the Borrower, to
be issued pursuant to an Indenture substantially in the form of Annex B hereto,
among the Borrower, Holdings, the subsidiary guarantors