Exhibit
10.2


 


POI ACQUISITION I, INC.


 


 


October 18, 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; (d) letter from
POI Acquisition to POI, dated May 28, 2004, further amending the term
of the Agreement; (e) letter from POI Acquisition to POI, dated June 28, 2004,
further amending the term of the Agreement; (f) letter from POI Acquisition to
POI, dated July 26, 2004, further amending the term of the Agreement; (g)
letter from POI Acquisition to POI, dated August 23, 2004, further amending the
term of the Agreement; and (h) letter from POI Acquisition to POI, dated
September 20, 2004, further amending the term of the Agreement (the “Seventh
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 Seventh Letter Agreement,
is 11:59 p.m. prevailing Eastern Time on October 18, 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 252  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
October 22, 2004, October 29, 2004 or November 5, 2004.  Under no circumstance shall the Outside
Standstill Period exceed 273 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:

  	
   

  	
  /s/  David
  A. Tanner

  	
   

  
	
  Name:

  	
  David A. Tanner

  
	
  Title:

  	
  President

  
				



 





















 


Agreed as of the date first written above:


 


	
  PROTECTION ONE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
  /s/  Darius
  G. Nevin

  	
   

  
	
  Name:

  	
  Darius G. Nevin

  
	
  Title:

  	
  Exec. Vice President