Exhibit 10.2




 




ELEVENTH AMENDMENT OF CREDIT AGREEMENT




 




THIS ELEVENTH AMENDMENT OF CREDIT AGREEMENT (this “Amendment”) is

entered into, effective as of August 26, 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”).




 




R  E C I T A L S




 




A.            Borrower,

Lenders and Administrative Agent entered into the Credit Agreement dated as of

December 21, 1998 (as renewed, extended, modified, and amended 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), providing for a

revolving credit facility in the original maximum principal amount of

$500,000,000.




 




B.            Pursuant

to a letter agreement dated as of September 30, 1999, Borrower reduced the

Total Commitment to $250,000,000.




 




C.            The

Lenders and the Administrative Agent entered into that certain Assignment and

Acceptance dated December 17, 1999 wherein the Administrative Agent and the

Lenders assigned all of their rights and obligations under the Credit Agreement

to Westar Industries, Inc. (f/k/a Westar Capital, Inc.).




 




D.            Borrower,

Lender and Administrative Agent entered into a Second Amendment of Credit

Agreement effective as of February 29, 2000, a Third Amendment of Credit

Agreement effective as of January 2, 2001, a Fourth Amendment of Credit

Agreement effective as of March 2, 2001, a Fifth Amendment to Credit Agreement

effective as of June 30, 2001, a Sixth Amendment of Credit Agreement effective

as of November 1, 2001, a Seventh Amendment of Credit Agreement effective as of

March 25, 2002, an Eighth Amendment of Credit Agreement effective as of June 3,

2002, a Ninth Amendment of Credit Agreement effective as of June 26, 2002, and

a Tenth Amendment of Credit Agreement effective as of July 25, 2002, pursuant

to which certain provisions of the Credit Agreement were amended.




 




E.             Borrower,

Lender, and Administrative Agent desire to further modify certain provisions

contained in the Credit Agreement to extend the Termination Date (as defined

herein), subject to the terms and conditions set forth herein.




 




NOW, THEREFORE, for good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, Borrower, Lender,

and Administrative Agent agree as follows:




 




1.             Amendments

to the Credit Agreement. Section 1.1 is hereby amended to delete the definition

of “Termination

Date” in its entirety and replace such definition with the

following:




 





























 




Termination Date  means the earlier of

(a) January 5, 2004, and (b) the effective date of any other termination or

cancellation of Lenders’ commitments to lend under, and in accordance with,

this Agreement.




 




2.             Amendment of

Credit Agreement and Other Loan Documents. All references in the

Loan Documents to the Credit Agreement shall henceforth include references to

the Credit Agreement as modified and amended by this Amendment, and as may,

from time to time, be further modified, amended, restated, extended, renewed,

and/or increased.




 




3.             Ratifications.

Borrower (a) ratifies and confirms all provisions of the Loan

Documents as amended by this Amendment, (b) ratifies and confirms that all

guaranties, assurances, and Liens, if any, granted, conveyed, or assigned to

the Credit Parties under the Loan Documents are not released, reduced, or otherwise

adversely affected by this Amendment and continue to guarantee, assure, and

secure full payment and performance of the present and future Obligation, and

(c) agrees to perform such acts and duly authorize, execute, acknowledge,

deliver, file, and record such additional documents, and certificates as the

Credit Parties may reasonably request in order to create, perfect, preserve,

and protect those guaranties, assurances, and Liens.




 




4.             Representations.

Borrower represents and warrants to the Credit Parties that

as of the date of this Amendment: (a) this Amendment has been duly authorized,

executed, and delivered by Borrower and each of the other Obligors that are

parties to this Amendment; (b) no action of, or filing with, any Governmental

Authority is required to authorize, or is otherwise required in connection

with, the execution, delivery, and performance by Borrower or any other Obligor

of this Amendment; (c) the Loan Documents, as amended by this Amendment, are

valid and binding upon Borrower and the other Obligors and are enforceable

against Borrower and the other Obligors in accordance with their respective

terms, except as limited by Debtor Relief Laws and general principles of

equity; (d) the execution, delivery, and performance by Borrower and the other

Obligors of this Amendment do not require the consent of any other Person and

do not and will not constitute a violation of any Governmental Requirement,

order of any Governmental Authority, or material agreements to which Borrower

or any other Obligor is a party thereto or by which Borrower or any other

Obligor is bound; (e) all representations and warranties in the Loan Documents

are true and correct in all material respects on and as of the date of this

Amendment, except to the extent that (i) any of them speak to a different

specific date, or (ii) the facts on which any of them were based have been

changed by transactions contemplated or permitted by the Credit Agreement; and

(f) both before and after giving effect to this Amendment, no Potential

Default or Default exists.




 




5.             Conditions.

This Amendment shall not be effective unless and until:




 




(a)           this

Amendment has been executed by Borrower, the other Obligors, Administrative

Agent, and the Required Lenders;




 




 




2





























 




(b)           Borrower

shall have delivered to Administrative Agent such documents satisfactory to

Administrative Agent as it may request evidencing the authorization and

execution of this Agreement, and any other documents executed and delivered in

connection herewith (collectively, the “Amendment Documents”); and




 




(c)           Borrower

shall have paid to the Administrative Agent, for the account of the Credit

Parties as Administrative Agent shall determine, an amendment fee in an amount

equal to 0.50% of the Total Commitment on the effective date of this Amendment

($1,275,000).




 




6.             Continued

Effect. Except to the extent amended hereby or by any

documents executed in connection herewith, all terms, provisions, and

conditions of the Credit Agreement and the other Loan Documents, and all

documents executed in connection therewith, shall continue in full force and

effect and shall remain enforceable and binding in accordance with their

respective terms.




 




7.             Miscellaneous.

Unless stated otherwise (a) the singular number includes the

plural and vice versa and words of any gender include each other gender, in

each case, as appropriate, (b) headings and captions may not be construed in

interpreting provisions, (c) this Amendment shall be construed and its

performance enforced, under Texas law, (d) if any part of this Amendment is for

any reason found to be unenforceable, all other portions of it nevertheless

remain enforceable, and (e) this Amendment may be executed in any number of

counterparts with the same effect as if all signatories had signed the same

document, and all of those counterparts must be construed together to

constitute the same document.




 




8.             Parties.

This Amendment binds and inures to Borrower and the Credit Parties and their

respective successors and permitted assigns.




 




9.             Entireties. The Credit Agreement and the other loan documents, as

amended by this amendment and the other amendment documents, represent the

final agreement between the parties about the subject matter of the credit agreement

and may not be contradicted by evidence of prior, contemporaneous, or

subsequent oral agreements of the parties. 

there are no unwritten oral agreements between the parties.




 




[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]




 




3





























 




SIGNATURE PAGE TO ELEVENTH AMENDMENT OF




CREDIT AGREEMENT AMONG




PROTECTION ONE ALARM MONITORING, INC., AS BORROWER,




WESTAR INDUSTRIES, INC., AS ADMINISTRATIVE AGENT




AND




THE LENDERS NAMED HEREIN




 




EXECUTED on and effective as of the date first above

written.




 




	

   


  	

  PROTECTION ONE ALARM MONITORING, INC., a


  Delaware corporation, as Borrower


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Anthony D. Somma


  	

   


  
	

   


  	

   


  	

  Name: Anthony D. Somma


  
	

   


  	

   


  	

  Title: Senior Vice

  President


  





 




4





























 




SIGNATURE

PAGE TO ELEVENTH AMENDMENT OF




CREDIT AGREEMENT AMONG




PROTECTION ONE ALARM MONITORING, INC., AS BORROWER,




WESTAR INDUSTRIES, INC., AS ADMINISTRATIVE AGENT,




AND




THE LENDERS NAMED HEREIN




 




EXECUTED on and effective as of the date first above

written.




 




	

   


  	

  WESTAR INDUSTRIES, INC., as

  Administrative Agent


  and a Lender


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Paul R. Geist


  	

   


  
	

   


  	

   


  	

  Name: Paul R. Geist


  
	

   


  	

   


  	

  Title: President


  





 




5





























 




To induce the Credit Parties to enter into this Amendment,

each of the undersigned (a) consents and agrees to the Amendment Documents’

execution and delivery, (b) ratifies and confirms that all guaranties,

assurances, and Liens, if any, granted, conveyed, or assigned to the Credit

Parties under the Loan Documents are not released, diminished, impaired,

reduced, or otherwise adversely affected by the Amendment Documents and

continue to guarantee, assure, and secure the full payment and performance of

all present and future Obligations (except to the extent specifically limited

by the terms of such guaranties, assurances, or Liens), (c) agrees to perform

such acts and duly authorize, execute, acknowledge, deliver, file, and record

such additional guaranties, assignments, security agreements, deeds of trust, mortgages,

and other agreements, documents, instruments, and certificates as the Credit

Parties may reasonably deem necessary or appropriate in order to create,

perfect, preserve, and protect those guaranties, assurances, and Liens, and (d)

waives notice of acceptance of this consent and agreement, which consent and

agreement binds the undersigned and its successors and permitted assigns and

inures to the Credit Parties and their respective successors and permitted

assigns.




 




 




EXECUTED on and effective as of the date first above

written.




 




	

   


  	

  PROTECTION ONE, INC., a Delaware


  corporation


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Anthony D. Somma


  	

   


  
	

   


  	

   


  	

  Name: Anthony D. Somma


  
	

   


  	

   


  	

  Title: Senior Vice

  President


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  NETWORK

  MULTI-FAMILY SECURITY


  CORPORATION, a Delaware corporation


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Anthony D. Somma


  	

   


  
	

   


  	

   


  	

  Name: Anthony D. Somma


  
	

   


  	

   


  	

  Title: Assistant

  Treasurer


  
					





 




6





























 




SCHEDULE

2.1




 




PARTIES,

ADDRESSES, COMMITMENTS, AND WIRING INFORMATION




 




	

  Borrower


  	

   


  
	

  Protection One Alarm

  Monitoring, Inc.


  818 South Kansas Avenue


  Topeka, KS  66612


  Attention: Tony Somma


  	

   


  





 




	

  Administrative Agent


  	

   


  
	

  Westar Industries, Inc.


  818 South Kansas Avenue


  Topeka, KS  66612


  Attention: Paul R. Geist


  	

   


  
	

   


  	

   


  
	

  Wiring Instructions:


  	

   


  
	

   


  	

   


  
	

  Bank of America,

  Dallas, Texas


  Reference: Protection One Alarm Monitoring, Inc.


  Attention: Carolyn Starkey


  	

   


  





 




7





























 




	

  Lenders


  	

   


  	

  Committed


  Sum


  	

   


  	

  Pro Rata

  Part of


  the


  Commitments


  	

   


  
	

  Westar Industries, Inc.


  818 South Kansas Avenue


  Topeka, KS  66612


  Attn: Paul R. Geist


  	

   


  	

  $


  	

  255,000,000


  	

  (1)


  	

  100


  	

  %


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Wiring Instructions:


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Bank of America,

  Dallas, Texas


  Reference: Protection One Alarm Monitoring, Inc.


  Attention: Carolyn Starkey


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  





 






















(1) Including increase

previously requested by Borrower and approved by Administrative Agent pursuant

to Section 2.5.




 




8