CONSENT AND FIFTH AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.1

CONSENT AND FIFTH AMENDMENT TO CREDIT AGREEMENT

This CONSENT AND FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made on September 25, 2007, among DEVCON SECURITY HOLDINGS, INC., a Florida corporation (“Holdings”), DEVCON SECURITY SERVICES CORP., a Delaware Corporation (“Services”), MUTUAL CENTRAL ALARM SERVICES INC., a New York corporation (“Mutual”), STAT-LAND BURGLAR ALARM SYSTEMS & DEVICES INC., a New York corporation (“Stat-Land”, together with Holdings, Services, and Mutual, are hereinafter referred to individually as a “Borrower” and collectively as “Borrowers”), and CAPITALSOURCE FINANCE LLC, as Agent (in such capacity, the “Agent”), for the Lenders parties thereto and as a Lender. All capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement described below.

WITNESSETH:

A. Borrowers, Agent and Lenders have entered into that certain Credit Agreement dated as of November 10, 2005, as modified by that certain First Amendment to Credit Agreement, Master Reaffirmation and Joinder to Loan Documents, dated March 6, 2006, that certain Second Amendment to Credit Agreement dated as of April 11, 2006 and that certain Waiver and Third Amendment to Credit Agreement dated December 29, 2006 and that certain Waiver and Fourth Amendment to Credit Agreement dated May 10, 2007 (as amended hereby and as may from time to time be further amended, restated, supplemented or otherwise modified, the “Credit Agreement”), pursuant to which Agent and Lenders made Loans and other financial accommodations to Borrowers, subject to the terms and conditions set forth in the Credit Agreement, and have entered into the other Loan Documents.

B. Borrowers have informed Agent and Lenders, that Holdings intends to issue a dividend to Parent in the amount of $5,000,000 (the “Settlement Dividend”). The proceeds of the Settlement Dividend shall be used by Parent, in conjunction with other funds of Parent (collectively with the proceeds of the Settlement Dividend in an approximate amount of $7,500,000, the “Settlement Payment”) to redeem all of the shares of Parent owned by Castlerigg Master Investments Ltd. (“Castlerigg”) to enter into a settlement agreement with Castlerigg and Sandell Asset Management Corp., the ultimate parent to Castlerigg (“Sandell” and together with Castlerigg, the “Sandell Investors”) in connection with the settlement of claims set forth in an action filed by the Sandell Investors against Devcon in the Federal District Court for the Southern District of New York.

C. Borrowers have requested that Agent and Lenders (a) consent to the Settlement Dividend and (b) amend the Credit Agreement as set forth herein, and Agent and the Lenders are, subject to the terms hereof, willing to issue such consent and amend the Credit Agreement.

NOW, THEREFORE, in consideration of the premises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, each of the undersigned hereby agrees as follows:

(a) The recital B of the Credit Agreement is hereby amended by deleting “Seventy Million Dollars ($70,000,000)” and replacing it with One Hundred and Five Million Dollars ($105,000,000).”

(b) The definition of “Life Insurance Policy” is hereby amended by deleting such definition in its entirety.

(c) The following defined terms in Section 1 of the Credit Agreement are hereby amended by deleting such terms in their entirety and replacing them with the following:

“Borrowing Base” means the lesser of (a) the Total Borrowing Availability or (b) the aggregate amount of (i) the product of the Qualified Retail Multiple times the Qualified Retail RMR, plus (ii) the product of the Qualified Wholesale Multiple times the Qualified Wholesale RMR, minus (iii) $500,000; provided, that, the amount determined pursuant to clause (ii) of this definition shall not exceed $650,000 at any time.

“Change of Management” means if, (a) J. Keith Godsey no longer holds the position of President of Services (b) Robert W. Schiller no longer holds the position of Chief Financial Officer for Services and Holdings or (c) any material diminution occurs in the powers, duties or responsibilities of the officers identified in (a) and (b), and, in the event of (a), (b) or (c) occurring, any such position is: (i) not filled with a suitable individual and in a manner satisfactory to Agent or (ii) requested by Borrowers to remain vacant and such request is granted by Agent, in each of (i) and (ii) in Agent’s reasonable discretion, within one hundred eighty (180) days following the date on which he ceases to hold such position or such material diminution occurs.

“Commitment” means (a) as to any Lender, such Lender’s Commitment as set forth on Schedule I to the Agreement or in the most recent Assignment Agreement executed by such Lender and (b) as to all Lenders, the aggregate of all Lenders’ Commitments, which aggregate commitment shall be One Hundred and Five Million ($105,000,000) on the Fifth Amendment Effective Date, as to each of clauses (a) and (b), as such Commitment may be increased, reduced, amortized or adjusted from time to time in accordance with the Agreement. Upon Borrowers’ request and at the approval of the Requisite Lenders, the Commitment may be increased up to an amount equal to One Hundred and Twenty Five Million Dollars ($125,000,000.00) in accordance with Section 2.15.

“Commitment Termination Date” means the earliest of (a) Maturity Date, (b) the date of termination of Lenders’ obligations to make Advances or permit existing Loans to remain outstanding pursuant to Section 10.2(b), and (c) the date of prepayment in full by the Borrowers of the Loans and the permanent reduction of the Commitments to zero dollars ($0).

“Fee Letter” means that certain Fee Letter, dated September 25, 2007, by and between CapitalSource and Borrowers, as amended in writing from time to time.

“Maturity Date” means September 25, 2010.

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(d) The following defined terms are added in the appropriate alphabetical order to Section 1 of the Credit Agreement:

“Fifth Amendment” means the Consent and Fifth Amendment to the Credit Agreement, dated September 25, 2007, by and between Agent and Borrowers, as amended in writing from time to time.

“Fifth Amendment Effective Date” shall mean September 25, 2007.

“Qualified Retail Multiple” means twenty-eight (28), provided, that, at any time the Attrition Ratio shall exceed ten and three quarters (10.75%) percent, the Qualified Retail Multiple may, in Agent’s sole discretion, be reduced to twenty-seven (27), provided, further, that, after any such reduction the Qualified Retail Multiple be increased to twenty-eight (28) upon the satisfaction of the following conditions: (i) the Attrition Ratio is equal to or less than ten and three quarters (10.75%) percent, (ii) Borrowers shall be in compliance with all of the covenants set forth in Section 9 hereof and (iii) Agent has received a written notice of Borrowers requesting that the Qualified Retail Multiple be increased to twenty-eight (28) and certifying the satisfaction of the conditions in (i) and (ii) above.

“Qualified Wholesale Multiple” means ten (10).

(e) Section 2.2(a) of the Credit Agreement is hereby amended by deleting “Commitment Termination Date” and replacing it with “Maturity Date” from the third sentence thereof.

(f) Section 2.4 of the Credit Agreement is hereby amended by deleting clause (b) of such Section in its entirety and replacing it with the following:

“(b) The Applicable Margins shall be established by reference to the following Levels of Applicable Margins set forth below:

The Applicable Margins shall be as follows:

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From the Fifth Amendment Effective Date until the first adjustment as described below, the Applicable Margins shall be set at Level IV. The Applicable Margins shall be adjusted monthly and retroactively effective as of the first day of a calendar month based upon the information set forth in the Borrowing Base Certificate for the prior month. If an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day following the date on which such Event of Default is waived or cured.”

(g) Section 2.6 of the Credit Agreement is hereby amended by deleting clause (b) of such Section in its entirety and replacing it with:

“(b) As additional compensation, Borrowers shall pay to Lenders an unused commitment fee (the “Unused Line Fee”) for the ratable (as may be adjusted to reflect the revision of Commitments during any Fiscal Quarter as a result of a Commitment Increase pursuant to Section 2.15 of the Credit Agreement) benefit of Lenders, on the first Business Day of each month prior to the Commitment Termination Date for the immediately preceding month, commencing with the month ending on September 30, 2007 (which first payment shall cover the period from the Fifth Amendment Effective Date to such date), and on the Commitment Termination Date, for the Borrowers’ non-use of available funds, in an amount equal to three eights of one percent (0.375%) per annum (calculated on the basis of a 360 day year for actual days elapsed) multiplied by the difference between (x) the Maximum Amount (as it may be adjusted from time to time) and (y) the average of the daily closing balance of the Loan outstanding during the period for which such fee is due.”

(h) Section 2.15 of the Credit Agreement is hereby amended by:

(i) Section 6.4 of the Loan Agreement of the Credit Agreement is hereby amended by deleting subsection (vii) of clause (a) of such Section in its entirety.

(j) Section 9.1 of the Credit Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following:

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Holdings and its Subsidiaries shall maintain at all times, to be measured on a consolidated basis at the end of each Fiscal Month, a Qualifying Retail RMR Leverage Ratio of not greater than 28.0 to 1.0.”

(k) Section 9.2 of the Credit Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following:

“9.2 Minimum Fixed Charge Coverage Ratio. Holdings and its Subsidiaries shall maintain at all times, to be measured on a consolidated basis at the end of each Fiscal Month, a Fixed Charge Coverage Ratio for the six (6) month period then ended of not less than the ratio set forth below for the corresponding Fiscal Month:

(l) Section 9.3 of the Credit Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following:

“9.3 Maximum Capital Expenditures. Holdings and its Subsidiaries shall not incur Capital Expenditures in the aggregate (other than Capital Expenditures for Inventory installed pursuant to Alarm Contracts) in excess of $1,750,000 in each Fiscal Year.”

(m) the Disclosure Schedules are hereby amended by deleting such Schedules in their entirety and replacing them, respectively, with the Disclosure Schedules attached hereto.

(n) Schedule 1 to the Credit Agreement is hereby amended by deleting such schedule in its entirety and replacing it with:

SCHEDULE 1

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2. Consent. Subject to the terms and conditions contained herein, notwithstanding anything to the contrary contained in the Credit Agreement, Holdings shall be permitted to issue the Settlement Dividend, pay the Settlement Payment and purchase the shares of Parent owned by Castlerigg, provided, that, (a) Agent shall have received evidence, in form and substance reasonably satisfactory to Agent, that all of the claims of the Sandell Investors against Parent and any Borrower shall have been settled upon the payment of the Settlement Payment to the Sandell Investors, (b) the amount of the Settlement Dividend shall not exceed $5,000,000, (c) except for the Settlement Dividend, no part of the Settlement Payment shall be made from proceeds of the Loan and (d) all of the proceeds of the Settlement Dividend shall be used by Parent as part of the Settlement Payment to purchase the shares of Parent owned by Castlerigg on or before September 30, 2007.

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Except as expressly set forth herein, nothing contained in this Amendment shall be deemed to be an amendment or modification of any provision of any Loan Documents or any right, power or remedy of Agent or Lenders, nor constitute a waiver of any provision of any Loan Document, or any other document, instrument and/or agreement executed or delivered in connection therewith or of any Default or Event of Default under any of the foregoing, in each case whether arising before or after the date hereof or as a result of performance thereunder. This Amendment shall not preclude the future exercise of any right, remedy, power or privilege available to the Agent or Lenders, whether under the Loan Documents, at law or otherwise.

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[Signature Page Follows]

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IN WITNESS WHEREOF, this Amendment has been duly executed by each of the undersigned as of the day and year first set forth above.