State Street Bank and Trust Company, as Trustee 2 SECOND SUPPLEMENTAL INDENTURE dated as of October 28, 1996, by and among PROTECTION ONE ALARM MONITORING, INC., a Delaware corporation ("Monitoring"), PROTECTION ONE, INC., a Delaware corporation (the...Protection One Alarm Monitoring Inc • December 30th, 1996 • Services-miscellaneous business services • New York
R E C I T A L S ---------------Credit Agreement • March 14th, 2000 • Protection One Alarm Monitoring Inc • Services-miscellaneous business services • Texas
2- 3 respect to the Charter Amendment and the Share Issuance, in each case after any person (other than Purchaser or any of its Subsidiaries) shall have publicly announced or delivered to the Company a proposal, or disclosed publicly or to the Company...Stock Option Agreement • August 1st, 1997 • Protection One Alarm Monitoring Inc • Services-miscellaneous business services • Delaware
1 EXHIBIT 10.3 GUARDIAN INTERNATIONAL, INC. STOCKHOLDERS AGREEMENT This Stockholders Agreement (this "Agreement"), dated as of October 21, 1997, is made by and among Guardian International, Inc., a Nevada corporation (the "Company"), Harold Ginsburg,...Stockholders Agreement • November 25th, 1997 • Protection One Alarm Monitoring Inc • Services-miscellaneous business services • Florida
As of October 29, 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, executed...Letter Agreement • November 12th, 1999 • Protection One Alarm Monitoring 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.
SERVICE AGREEMENTService Agreement • November 12th, 1999 • Protection One Alarm Monitoring Inc • Services-miscellaneous business services • Kansas
EXHIBIT 10.3 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT ("Agreement") is dated as of January 15, 1998, and is among Multimedia Security Service, Inc., a South Carolina corporation ("Seller"), Multimedia Cablevision, Inc., a South Carolina...Asset Purchase Agreement • May 14th, 1998 • Protection One Alarm Monitoring Inc • Services-miscellaneous business services • Delaware
BY AND AMONGStock Purchase Agreement • November 25th, 1997 • Protection One Alarm Monitoring Inc • Services-miscellaneous business services • Delaware
Exhibit 10.22 EMPLOYMENT AGREEMENT THIS AGREEMENT is entered into as of the 1st day of August, 2001 by and between Protection One, Inc., a Delaware corporation (the "Company"), and Darius G. Nevin ("Executive"). W I T N E S S E T H WHEREAS, the Board...Employment Agreement • March 29th, 2002 • Protection One Alarm Monitoring Inc • Services-miscellaneous business services • Delaware
EXHIBIT 2.5 AMENDMENT NO. 4 TO CONTRIBUTION AGREEMENT THIS AMENDMENT NO. 4 dated as of October 25, 2001 (this "AMENDMENT") to the Contribution Agreement dated as of July 30, 1997 and amended on October 27, 1997, February 29, 2001 and June 21, 2001...Contribution Agreement • March 29th, 2002 • Protection One Alarm Monitoring Inc • Services-miscellaneous business services • Delaware
EMPLOYMENT AGREEMENT THIS AGREEMENT is entered into as of the 16th day of April, 2001 by and between Protection One, Inc., a Delaware corporation (the "Company"), and Richard Ginsburg ("Executive"). W I T N E S S E T H WHEREAS, the Board (as defined...Employment Agreement • May 15th, 2001 • Protection One Alarm Monitoring Inc • Services-miscellaneous business services • Delaware
1 EXHIBIT 4.11 AMENDED AND RESTATED STOCK PLEDGE AGREEMENT This AMENDED AND RESTATED STOCK PLEDGE AGREEMENT ("Agreement") is dated as of June 7, 1996, by and between PROTECTION ONE, INC., a Delaware corporation ("Pledgor"), having an office at 3900...Stock Pledge Agreement • December 30th, 1996 • Protection One Alarm Monitoring Inc • Services-miscellaneous business services • Illinois
EXHIBIT 10.1 CONSENT AND FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS CONSENT AND FIRST AMENDMENT dated, as of September 16, 1996 (this "Amendment"), is among PROTECTION ONE ALARM MONITORING, INC., a Delaware corporation ("Borrower"),...Credit Agreement • October 22nd, 1996 • Protection One Alarm Monitoring Inc • Services-miscellaneous business services • Illinois
REGISTRATION RIGHTS AGREEMENT Dated December 21, 1998Registration Rights Agreement • April 14th, 1999 • Protection One Alarm Monitoring Inc • Services-miscellaneous business services • New York
WITNESSETH:Employment Agreement • November 25th, 1997 • Protection One Alarm Monitoring Inc • Services-miscellaneous business services • California
PAGE ---- ARTICLE ONE Relation to Subordinated Indenture; Definitions; Amendments to Subordinated IndentureCredit Agreement • October 22nd, 1996 • Protection One Alarm Monitoring Inc • Services-miscellaneous business services • New York
RECITALSProtection One Alarm Monitoring Inc • October 8th, 1996 • Services-miscellaneous business services
1 EXHIBIT 4.10 AMENDED AND RESTATED GUARANTY This AMENDED AND RESTATED GUARANTY ("Guaranty") is dated as of June 7, 1996 by PROTECTION ONE, INC., a Delaware corporation ("Guarantor"), having an office at 3900 S.W. Murray Boulevard, Beaverton, Oregon...Guaranty • December 30th, 1996 • Protection One Alarm Monitoring Inc • Services-miscellaneous business services • Illinois
PROTECTION ONE ALARM MONITORING, INC., as Issuer and PROTECTION ONE, INC., as Guarantor TO -------------------------------, TrusteeIndenture • May 5th, 1998 • Protection One Alarm Monitoring Inc • Services-miscellaneous business services • New York
R E C I T A L SCredit Agreement • April 2nd, 2001 • Protection One Alarm Monitoring Inc • Services-miscellaneous business services • Texas
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This Third Amendment to Amended and Restated Credit Agreement ("Amendment") is made and entered into this _____ day of September, 1997 by and between PROTECTION ONE ALARM MONITORING, INC....Credit Agreement • December 29th, 1997 • Protection One Alarm Monitoring Inc • Services-miscellaneous business services
AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 1997 • Protection One Alarm Monitoring Inc • Services-miscellaneous business services
PROTECTION ONE ALARM MONITORING, INC. as Issuer PROTECTION ONE, INC., PROTECTION ONE INTERNATIONAL, INC., PROTECTION ONE INVESTMENTS, INC., and NETWORK MULTI-FAMILY SECURITY CORPORATION as GuarantorsProtection One Alarm Monitoring Inc • April 2nd, 2001 • Services-miscellaneous business services • New York
R E C I T A L SCredit Agreement • August 14th, 2001 • Protection One Alarm Monitoring Inc • Services-miscellaneous business services • Texas
RECITALSRegistration Rights Agreement • November 25th, 1997 • Protection One Alarm Monitoring Inc • Services-miscellaneous business services • Florida
EXHIBIT 10.21 EMPLOYMENT AGREEMENT THIS AGREEMENT is entered into as of the 8th day of August, 2001 by and between Protection One Alarm Monitoring, Inc., a Delaware corporation (the "Company"), and Mack Sands ("Executive"). W I T N E S S E T H...Employment Agreement • March 29th, 2002 • Protection One Alarm Monitoring Inc • Services-miscellaneous business services • Delaware
1 2 Lenders, of the right to repossess the Collateral without judicial process or to replevy, attach or levy upon the Collateral without notice or hearing.Protection One Alarm Monitoring Inc • December 30th, 1996 • Services-miscellaneous business services
Subordinated Debt Shelf Indenture dated as of August 29, 1996 as amended and supplemented by Supplemental Indenture No. 1 dated as of September 20, 1996 --------------------Protection One Alarm Monitoring Inc • December 30th, 1996 • Services-miscellaneous business services • New York
R E C I T A L SCredit Agreement • March 29th, 2002 • Protection One Alarm Monitoring Inc • Services-miscellaneous business services • Texas
CREDIT AGREEMENT among PROTECTION ONE, INC., PROTECTION ONE ALARM MONITORING, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, LEHMAN COMMERCIAL PAPER INC., as Syndication Agent, HARRIS NESBITT FINANCING, INC., LASALLE BANK...Credit Agreement • April 22nd, 2005 • Protection One Alarm Monitoring Inc • Services-miscellaneous business services • New York
The Applicable Margin for Revolving Loans and Swingline Loans shall be adjusted, on and after the first Adjustment Date (as defined below) occurring after the completion of two full fiscal quarters of the Borrower after the Closing Date, based on changes in the Consolidated Leverage Ratio, with such adjustments to become effective on the date (the “Adjustment Date”) that is three Business Days after the date on which the relevant financial statements are delivered to the Lenders pursuant to Section 7.1 and to remain in effect until the next adjustment to be effected pursuant to this paragraph. If any financial statements referred to above are not delivered within the time periods specified in Section 7.1, then, until the date that is three Business Days after the date on which such financial statements are delivered, the highest rate set forth in each column of the Pricing Grid shall apply. On each Adjustment Date, the Applicable Margin for Revolving Loans and Swingline Loans shall be
1 EXHIBIT 4.12 AMENDED AND RESTATED SECURITY AGREEMENT AMENDED AND RESTATED SECURITY AGREEMENT dated as of June 7, 1996 (this "Agreement") between Protection One Alarm Monitoring, Inc., a Delaware corporation ("Borrower"), and Heller Financial, Inc.,...Security Agreement • December 30th, 1996 • Protection One Alarm Monitoring Inc • Services-miscellaneous business services • Illinois
WITNESSETH:Credit Agreement • May 14th, 1997 • Protection One Alarm Monitoring Inc • Services-miscellaneous business services • Illinois
EXHIBIT 10.2 OPTION AND VOTING AGREEMENT OPTION AND VOTING AGREEMENT (the "Agreement"), dated as of July 30, 1997, among the undersigned stockholders (the "Stockholders") of Protection One, Inc., a Delaware corporation (the "Company"), and Western...Option and Voting Agreement • August 1st, 1997 • Protection One Alarm Monitoring Inc • Services-miscellaneous business services • Delaware
1 EXHIBIT 2.3 ASSIGNMENT AND ASSUMPTION AGREEMENT (Centennial Security Holdings, Inc.) This Assignment and Assumption Agreement is made as of November 24, 1997, among Westar Capital, Inc., a Kansas corporation ("Westar Capital"), Western Resources,...Assignment and Assumption Agreement • November 25th, 1997 • Protection One Alarm Monitoring Inc • Services-miscellaneous business services
RECITALS:Agreement and Plan of Reorganization • October 8th, 1996 • Protection One Alarm Monitoring Inc • Services-miscellaneous business services • Oregon
