Exhibit 10.1
FIFTH AMENDMENT AND
WAIVER
TO NOTE AND WARRANT PURCHASE
AGREEMENT
THIS FIFTH AMENDMENT AND WAIVER TO
NOTE AND WARRANT PURCHASE AGREEMENT (this “ Amendment
”) is dated as of November 13, 2008 by and among ISI
Security Group, Inc., a Delaware corporation formerly known as
ISI Detention Contracting Group, Inc. and d/b/a “Argyle
Security USA” (successor-by-merger to ISI Security
Group, Inc., an unrelated entity) (the “ Company
”), and William Blair Mezzanine Capital Fund III, L.P.,
a Delaware limited partnership (the “ Purchaser
”).
RECITALS:
WHEREAS , the Company, the Purchaser and the Guarantors
(as such term is defined in the Purchase Agreement (as defined
below)) (such Guarantors are parties to the Purchase Agreement
solely for the purposes of Section 8 thereof) previously
entered into that certain Note and Warrant Purchase Agreement,
dated as of October 22, 2004, as amended by that certain
Omnibus First Amendment to Note and Warrant Purchase Agreement and
Warrant dated as of November 1, 2005, by that certain Omnibus
Second Amendment to Note and Warrant Purchase Agreement and
Warrant, dated as of July 31, 2007, by that certain Third
Amendment to Note and Warrant Purchase Agreement, dated as of
January 2, 2008, and by that certain Fourth Amendment to Note
and Warrant Purchase Agreement, dated as of June 25, 2008 (as
further amended, restated, supplemented or otherwise modified from
time to time, the “ Purchase Agreement
”);
WHEREAS , the Company acknowledges that a certain event
of default has occurred and is continuing under the Purchase
Agreement, and the Purchaser is willing to provide a limited waiver
in respect of such event of default, subject to the terms and
conditions of this Amendment;
WHEREAS , in connection with the event of default, the
Company wishes, and the Purchaser is willing to, amend the Purchase
Agreement, subject to the terms and conditions of this
Amendment;
WHEREAS , this Amendment shall constitute a Transaction
Document, and these Recitals shall be construed as part of this
Amendment; and
WHEREAS , capitalized terms used but not otherwise
defined herein shall have the respective meanings given to them in
the Purchase Agreement.
NOW, THEREFORE
, in consideration of the above
premises, the agreements contained herein and other good and
valuable consideration, the adequacy, sufficiency and receipt of
which are hereby acknowledged, the parties hereto agree as
follows:
Section 1.
Amendment to the Purchase
Agreement .
Section 4.7(a) of the Purchase Agreement is
hereby deleted in its entirety and restated to read as
follows:
(a)
Capital Expenditure
Limits . The
Company and its Subsidiaries, on a consolidated bases, shall not
make Capital Expenditures in
