1 EXHIBIT 2.2 STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 11th, 1997 • Protection One Inc • Services-miscellaneous business services • California
Exhibit E-13 ------------ VOTING AGREEMENT THIS VOTING AGREEMENT (this "Voting Agreement"), dated as of October 18, 1998, is made by and between Protection One, Inc., a corporation organized under the laws of the State of Delaware (the "Parent") and...Voting Agreement • October 29th, 1998 • Protection One Inc • Services-miscellaneous business services • Massachusetts
STOCK OPTION AGREEMENT, dated as of October 18, 1998 (the "Stock Option Agreement"), between Protection One, Inc., a Delaware corporation (the "Parent"), and Lifeline Systems, Inc., a Massachusetts corporation (the "Company") WHEREAS, the Parent and...Stock Option Agreement • October 29th, 1998 • Protection One Inc • Services-miscellaneous business services • Massachusetts
As of September 30, 1999 Protection One Alarm Monitoring, Inc. 818 South Kansas Avenue P.O. Box 889 Topeka, Kansas 66601 Re: Request for Waiver Gentlemen: Reference is hereby made to that certain Credit Agreement dated as of December 21, 1998,...Letter Agreement • November 12th, 1999 • Protection One Inc • Services-miscellaneous business services
Reference is hereby made to that certain Credit Agreement dated as of December 21, 1998, executed by Protection One Alarm Monitoring, Inc., a Delaware corporation ("Borrower"), NationsBank, N.A. (now known as Bank of America, N.A.), as Administrative Agent ("Administrative Agent"), the Syndication Agent defined therein, the Documentation Agent defined therein, and the Lenders defined therein (as modified, amended, renewed, extended, and restated from time to time, the "Credit Agreement"). Capitalized terms used herein shall, unless otherwise indicated, have the respective meanings set forth in the Credit Agreement.
1 Exhibit 2.1 ASSET PURCHASE AGREEMENT DATED: December 17, 1996 BETWEEN: Protection One Alarm Monitoring, Inc., a Delaware corporation 3900 S.W. Murray Blvd. Beaverton, Oregon 97005 ("Buyer") AND: Phillips Electronics, Inc. 1110 N.W. Flanders Street...Asset Purchase Agreement • January 2nd, 1997 • Protection One Inc • Services-miscellaneous business services • Oregon
RECITALS:Stock Purchase Agreement • August 11th, 1997 • Protection One Inc • Services-miscellaneous business services • California
RECITALS:Registration Rights Agreement • January 2nd, 1997 • Protection One Inc • Services-miscellaneous business services • Oregon
Exhibit 99.1 April 1, 1998 PROTECTION ONE ALARM MONITORING, INC. 4221 W. John Carpenter Fwy Irving, TX 75063 Attn: John W. Hesse Gentlemen: Westar Capital, Inc. ("Lender") is pleased to make available a credit facility to Protection One Alarm...Protection One Inc • May 15th, 1998 • Services-miscellaneous business services • Kansas
RECITALS:Registration Rights Agreement • August 11th, 1997 • Protection One Inc • Services-miscellaneous business services • California
Joint Filing AgreementJoint Filing Agreement • October 29th, 1998 • Protection One Inc • Services-miscellaneous business services
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the shares of Common Stock, par value $0.02 per share, of Lifeline Systems, Inc., a Massachusetts corporation, and further agree that this Joint Filing Agreement be included as an exhibit to such joint filing.
AGREEMENT AND PLAN OF MERGER By and Among PROTECTION HOLDINGS, LLC, PROTECTION ACQUISITION SUB, INC., and PROTECTION ONE, INC. Dated as of April 26, 2010Agreement and Plan of Merger • April 26th, 2010 • Protection One Inc • Services-miscellaneous business services • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of April 26, 2010 (this “Agreement”), is made by and among Protection Holdings, LLC, a Delaware limited liability company (“Parent”), Protection Acquisition Sub, Inc., a Delaware corporation and a direct or indirect wholly owned subsidiary of Parent (“Acquisition Sub”), and Protection One, Inc., a Delaware corporation (the “Company”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 22nd, 2010 • Protection One Inc • Services-miscellaneous business services • Delaware
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of the 22nd day of February, 2010 by and between Protection One, Inc., a Delaware corporation (the “Company”), Protection One Alarm Monitoring, Inc., a Delaware corporation, and Darius G. Nevin (“Executive”).
FORM OF AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • February 12th, 2007 • Protection One Inc • Services-miscellaneous business services • New York
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, dated as of ________ __, 2007, by and among Quadrangle Master Funding Ltd, a Cayman Islands limited company (together with any of its Affiliates that receive Common Shares in a Permitted Transfer (as defined below), “QDRF”), POI Acquisition, LLC, a Delaware limited liability company (together with any of its Affiliates that receive Common Shares in a Permitted Transfer, “POI Acquisition”), and Protection One, Inc., a Delaware corporation (the “Company”). Each of QDRF and POI Acquisition is referred to individually as a “Stockholder” and, collectively, as the “Stockholders”.
EIGHTH AMENDMENT OF CREDIT AGREEMENTCredit Agreement • August 13th, 2002 • Protection One Inc • Services-miscellaneous business services • Texas
THIS EIGHTH AMENDMENT OF CREDIT AGREEMENT (this “Amendment”) is entered into, effective as of June 3, 2002, between PROTECTION ONE ALARM MONITORING, INC., a Delaware corporation (“Borrower”), each of the Persons which is a signatory to this Amendment (collectively, “Lenders”), and WESTAR INDUSTRIES, INC., as Administrative Agent for the Lenders (in such capacity, together with its successors in such capacity, “Administrative Agent”).
GTCR PARTNERS WITH MANAGEMENT IN PRIVATE EQUITYLetter Agreement • May 3rd, 2010 • Protection One Inc • Services-miscellaneous business services • Delaware
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • May 3rd, 2010 • Protection One Inc • Services-miscellaneous business services • Delaware
This CONFIDENTIALITY AGREEMENT (this “Agreement”), dated as of January 25, 2010, is by and between Protection One, Inc. (“Protection One”) and GTCR Golden Rauner II, LLC (“Recipient”). Protection One and Recipient are sometimes collectively referred to herein as the “Parties” and individually as a “Party.” Certain capitalized terms used herein have the meanings set forth in Section 9.
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 24th, 2010 • Protection One Inc • Services-miscellaneous business services • Delaware
SECOND AMENDMENT, dated as of December 3, 2008 (this "Second Amendment") to the Employment Agreement (the "Employment Agreement") between and among Joseph R. Sanchez ("Executive"), Protection One, Inc., a Delaware corporation (the "Company"), and Protection One Alarm Monitoring, Inc., a Delaware corporation, dated as of July 23, 2004, as amended by the First Amendment to Employment Agreement dated as of February 8, 2005 (the "First Amendment"). This Second Amendment shall become effective upon the date of hereof (the "Effective Date").
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • April 26th, 2010 • Protection One Inc • Services-miscellaneous business services • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of April 26, 2010, is entered into by and among Monarch Alternative Capital LP (“Stockholder”), Protection Holdings, LLC, a Delaware limited liability company (“Parent”) and Protection Acquisition Sub, Inc., a Delaware corporation and a direct and indirect wholly owned subsidiary of Parent (“Acquisition Sub”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 13th, 2002 • Protection One Inc • Services-miscellaneous business services • Delaware
STOCK PURCHASE AGREEMENT, dated as of June 5 2002 (the “Agreement”), by and between Westar Industries, Inc., a Delaware corporation (“Westar”) and Protection One, Inc. , a Delaware corporation (“POI”).
POI Acquisition, LLCProtection One Inc • April 27th, 2010 • Services-miscellaneous business services • Delaware
Pursuant to a Tender and Support Agreement dated on the date hereof, by and among POI and Protection Holdings, LLC (the “Quadrangle Support Agreement”) and a Tender and Support Agreement dated on the date hereof, by and among Monarch Alternative Capital LP (“Monarch”) and Protection Holdings, LLC (the “Monarch Support Agreement” and, together with the Quadrangle Support Agreement, the “Support Agreements”), Monarch and POI have agreed to tender their Common Shares pursuant to the Offer (as such term is defined in the Support Agreements).
REORGANIZATION AGREEMENTReorganization Agreement • December 21st, 2006 • Protection One Inc • Services-miscellaneous business services • New York
REORGANIZATION AGREEMENT, dated as of December 18, 2006 (this “Agreement”), by and among PROTECTION ONE, INC., a Delaware corporation (the “Company”), POI ACQUISITION I, INC., a Delaware corporation and minority stockholder of the Company and its successors (“Parent”), QUADRANGLE CAPITAL PARTNERS LP, a Delaware limited partnership (“QCP”), QUADRANGLE SELECT PARTNERS LP, a Delaware limited partnership (“QSP”), QUADRANGLE CAPITAL PARTNERS-A LP, a Delaware limited partnership (“QCP-A” and, together with QCP and QSP, the “Quadrangle Investors”, who are collectively indirect owners of Parent), QUADRANGLE MASTER FUNDING LTD, a Cayman Islands exempted company incorporated with limited liability (“QMFL”), QDRF MASTER LTD, a Cayman Islands exempted company incorporated with limited liability and an owner of QMFL (“QDRF”), QUADRANGLE DEBT OPPORTUNITIES FUND MASTER LTD, a Cayman Islands exempted company incorporated with limited liability and an owner of QMFL (“QDOF” and, together with QMFL, QDRF
September 16, 1999 Mr. Marc Byron Chief Executive Officer Paradigm Direct LLC Two Executive Drive Fort Lee, NJ 07024 RE: LETTER OF INTENT Dear Marc: This is to set forth the letter of intent between Protection One Alarm Monitoring, Inc., 600 Corporate...Protection One Inc • November 12th, 1999 • Services-miscellaneous business services
POI ACQUISITION I, INC.Protection One Inc • October 20th, 2004 • Services-miscellaneous business services
POI ACQUISITION, L.L.C. QUADRANGLE MASTER FUNDING LTDProtection One Inc • August 2nd, 2004 • Services-miscellaneous business services
Amended and Restated Joint Filing AgreementJoint Filing Agreement • May 6th, 2008 • Protection One Inc • Services-miscellaneous business services
The undersigned hereby agree that a single Schedule 13D (or any amendment thereto) relating to the ordinary shares of Protection One, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D.
POI ACQUISITION I, INC.Protection One Inc • August 2nd, 2004 • Services-miscellaneous business services
Amended and Restated Joint Filing AgreementJoint Filing Agreement • April 27th, 2010 • Protection One Inc • Services-miscellaneous business services
The undersigned hereby agree that a single Schedule 13D (or any amendment thereto) relating to the ordinary shares of Protection One, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D.
274,000,000 Topeka, Kansas March 2, 1998 FOR VALUE RECEIVED, the undersigned Protection One Alarm Monitoring, Inc., a Delaware corporation (the "Borrower"), hereby promises to pay to the order of Westar Capital, Inc., 818 Kansas Avenue, Topeka,...Protection One Inc • March 17th, 1998 • Services-miscellaneous business services
FOR VALUE RECEIVED, the undersigned Protection One Alarm Monitoring, Inc., a Delaware corporation (the "Borrower"), hereby promises to pay to the order of Westar Capital, Inc., 818 Kansas Avenue, Topeka, Kansas, 66612 (the "Lender"), on June 1, 1998 (the "Maturity Date"), the principal sum of TWO HUNDRED SEVENTY-FOUR MILLION Dollars ($274,000,000), (the "Principal Amount") in lawful money of the United States of America in same day funds, and to pay interest from the date hereof on such principal amount, in like funds, at said office, at a rate per annum equal to 6.6875% (the "Interest Rate") and payable on the 1st day of each month, commencing April 1, 1998 and on the Maturity Date.
RESTRICTED SHARES AWARD AGREEMENTRestricted Shares Award Agreement • February 22nd, 2010 • Protection One Inc • Services-miscellaneous business services • Delaware
POI ACQUISITION I, INC.Protection One Inc • September 22nd, 2004 • Services-miscellaneous business services
FINAL SETTLEMENT AGREEMENTFinal Settlement Agreement • January 6th, 2010 • Protection One Inc • Services-miscellaneous business services • Delaware
This Final Settlement Agreement is made and entered into this 30th day of December, 2009, by and among Westar Energy, Inc., a Kansas corporation (“Westar”), Westar Industries, Inc., a Delaware corporation and wholly owned subsidiary of Westar (“WII”), Protection One, Inc., a Delaware corporation (“POI”), Protection One Alarm Monitoring, Inc., a Delaware corporation and wholly owned subsidiary of POI (“POAMI” and together with POI, the “POI Parties”), POI Acquisition, L.L.C., a Delaware limited liability company (“POIA”), on behalf of itself and as a successor-in-interest to POI Acquisition I, Inc. (“POIA Inc.”), and Monarch Master Funding Ltd, f/k/a Quadrangle Master Funding Ltd, a Cayman Islands exempted company incorporated with limited liability (“MMFL” and together with POIA and POIA Inc., the “Buyer Parties”), as a successor-in-interest to POIA Inc. (each of Westar, WII, POI, POAMI, POIA and MMFL, a “Party” and collectively, the “Parties”).
February 12, 2007 Integrated Alarm Services Group, Inc.Protection One Inc • February 12th, 2007 • Services-miscellaneous business services
Outsourcing AgreementOutsourcing Agreement • August 13th, 2002 • Protection One Inc • Services-miscellaneous business services • Kansas
THIS OUTSOURCING AGREEMENT (this “Agreement”), dated as of July 1, 2002, is by and between Westar Energy, Inc. (“Westar”), with offices at 818 S. Kansas Avenue, Topeka, Kansas 66612, and Protection One Data Services, Inc. (“PODS”) with offices at 818 S. Kansas Avenue, Topeka, Kansas 66612.
AGREEMENT AND PLAN OF MERGER among PROTECTION ONE, INC., TARA ACQUISITION CORP. and INTEGRATED ALARM SERVICES GROUP, INC. Dated as of December 20, 2006Agreement and Plan of Merger • December 21st, 2006 • Protection One Inc • Services-miscellaneous business services • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of December 20, 2006 (the “Agreement”), among PROTECTION ONE, INC., a Delaware corporation (“Parent”), TARA ACQUISITION CORP., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and INTEGRATED ALARM SERVICES GROUP, INC., a Delaware corporation (the “Company”).
POI ACQUISITION, L.L.C. QUADRANGLE MASTER FUNDING LTDProtection One Inc • September 22nd, 2004 • Services-miscellaneous business services
Protection One Alarm Monitoring, Inc. Protection One, Inc. Network Multi-Family Security Corporation c/o Protection One, Inc. 818 South Kansas Avenue Topeka, Kansas 66612
