Exhibit 10.2


 


POI ACQUISITION I, INC.


 


June 28,
2004


 


Protection One, Inc.


818 South Kansas Avenue


Topeka, Kansas 
66612


Attn:                    Darius G. Nevin


Executive Vice President
and Chief Financial Officer


 


Dear Mr. Nevin:


 


1.                                       We
refer to the:  (a) Equity Standstill
Agreement, dated as of February 17, 2004 (the “Agreement”), by and between
Protection One, Inc. (“POI”) and POI Acquisition I, Inc. (“POI Acquisition”);
(b) letter from POI Acquisition to POI, dated May 17, 2004, amending the term
of the Agreement; (c) letter from POI Acquisition to POI, dated May 24, 2004,
further amending the term of the Agreement; and (d) letter from POI Acquisition
to POI, dated May 28, 2004, further amending the term of the Agreement (the
“Third Letter Agreement”).  Capitalized
terms used but not defined herein shall have the meanings ascribed to such
terms in the Agreement.


 


2.                                       Pursuant
to section 2.02 of the Agreement, the Agreement shall terminate and be of
no further force and effect on the Specified Date (which currently, under clause
(i) of section 2.02 of the Agreement, as amended by the Third Letter
Agreement, is 11:59 p.m. prevailing Eastern Time on June 28, 2004).  By this letter agreement and at your
request, we hereby agree to further amend the definition of the Specified Date
to mean the earlier of:  (i) 11:59 p.m.
prevailing Eastern time on the date that is 139  days after the
Effective Time (the “Outside Date”) (the period beginning with the Effective
Time and continuing through and including the Outside Date, the “Outside Standstill
Period”); or (ii) the occurrence of any Equity Standstill Termination
Event.  We also hereby agree that the
Outside Standstill Period shall be automatically extended three (3) consecutive
times by seven (7) day periods (and the definition of Outside Date shall be
further amended accordingly), without any further action required to be taken
by either party hereto, unless POI Acquisition delivers written notice of
non-extension to POI pursuant to Paragraph 4 of this letter agreement on
July 2, 2004, July 9, 2004 or July 16, 2004.  Under no circumstance shall the Outside
Standstill Period exceed 161 days pursuant to the terms of this letter
agreement.  Except as otherwise provided
herein, the Agreement shall remain in full force and effect subject to the
terms and provisions thereof.


 


3.                                       Notwithstanding
anything to the contrary contained herein, in the event that POI Acquisition
delivers written notice of termination to POI pursuant to


 

















 


Paragraph 4 of this letter agreement, this letter agreement and the
Outside Standstill Period shall terminate effective as of two business days
following the date of receipt of such written notice by POI.


 


4.                                       Any
written notice to be given pursuant to this letter agreement by POI Acquisition
shall be sufficiently given if sent by overnight delivery service or by
facsimile transmission, with receipt confirmed, as follows:


 


Protection One, Inc.

4221 W. John Carpenter Freeway

Irving, Texas, 75063 

Attn: J. Eric Griffin, General Counsel

Facsimile: (972) 916-6195


 


with a copy to:


 


Kirkland & Ellis LLP

200 E. Randolph Drive

Chicago, Illinois 60601

Attn: Anup Sathy

Facsimile: (312) 861-2200


 


*                                         *                                         *                                         *


 

















 


This letter agreement may be executed in counterparts.  Please confirm your agreement with the
foregoing by signing and returning to the undersigned the duplicate copy of
this letter agreement enclosed herewith.


 


Very truly yours,


 


POI ACQUISITION I, INC.


 


 


	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  



 

















 


Agreed as of the date first written above:


 


PROTECTION ONE, INC.


 


 


	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title: