Exhibit 10.1


 


EXECUTION COPY


 


THIRTEENTH
AMENDMENT OF CREDIT AGREEMENT


 


THIS
THIRTEENTH AMENDMENT OF CREDIT AGREEMENT (this “Amendment”) is entered into, effective
as of March 11, 2003, between PROTECTION ONE ALARM MONITORING, INC., a Delaware
corporation (“Borrower”),
each of the Persons that is a signatory to this Amendment in its capacity as a
Lender under the Credit Agreement referred to below (each Person from time to
time party to such Credit Agreement, a “Lender” and, collectively, the “Lenders”), and WESTAR
INDUSTRIES, INC., as Administrative Agent for the Lenders (in such capacity,
together with its successors in such capacity, “Administrative Agent”).


 


RECITALS


 


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 defined herein, 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,
Lenders 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, a
Tenth Amendment of Credit Agreement effective as of July 25, 2002, an Eleventh
Amendment of Credit Agreement effective as of August 26, 2002, and a Twelfth
Amendment of Credit Agreement effective as of September 11, 2002, pursuant to
which certain provisions of the Credit Agreement were amended.


 


E.                                      Borrower,
Lenders, and Administrative Agent desire to further modify certain provisions
contained in the Credit Agreement to decrease the amount of the Committed Sum
(as defined herein) and to further modify certain other provisions contained in
the Credit Agreement, 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, the Lenders party hereto, and
Administrative Agent agree as follows:


 


1.                                      Amendments
to the Credit Agreement.


 


(a)                                  Section 11.6 is hereby deleted in its
entirety and replaced with the following:


 


11.6                        Change of
Control.


 


(a)
POI shall cease to own, directly or indirectly, one hundred percent (100%) of
the voting control (directly or indirectly) of Borrower; or


 


(b)
Westar Energy and Westar Industries, Inc., collectively, shall cease to own,
directly or indirectly, more than fifty percent (50%) of the voting control
(directly or indirectly) of POI.


 


(b)                                  Schedule 2.1 is hereby deleted in its
entirety and replaced with Schedule 2.1 attached hereto.


 


2.                                      Amendment
of Credit Agreement and Other Loan Documents. All references in the Loan
Documents to the Credit Agreement shall henceforth be deemed 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 the Consent to this Amendment, in the form attached
hereto (the “Consent”) has been
duly authorized, executed and delivered by each Obligor that is a signatory
thereto; (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 and the Consent; (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,


 


2

















 


delivery, and performance by Borrower and the
other Obligors of this Amendment and the Consent do not require the consent of
any other Person and do not and will not constitute a violation of any
governmental requirement, Law, order of any Governmental Authority, or material
agreements to which Borrower or any other Obligor is a party or by which
Borrower or any other Obligor is bound; (e) all representations and warranties
of Borrower and the other Obligors 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 expressly stated to have been 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 Administrative Agent and the
Required Lenders, and the Consent has been obligated by all of the Obligors
(other than the Borrower);


 


(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 Amendment, the Consent and any other documents executed and
delivered in connection herewith (collectively, the “Amendment Documents”); and


 


(c)                                  The
Administrative Agent shall have paid to Borrower $524,000, representing a
refund of the pro rata fees paid to the Administrative Agent by Borrower as
provided for in paragraph 15 of the Partial Stipulation and Agreement dated
February 25, 2003.


 


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.


 


3

















 


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]


 


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SIGNATURE
PAGE TO THIRTEENTH AMENDMENT OF

CREDIT AGREEMENT AMONG

PROTECTION ONE ALARM MONITORING, INC., AS BORROWER,

WESTAR INDUSTRIES, INC., AS ADMINISTRATIVE AGENT

AND

THE LENDERS PARTY HERETO


 


EXECUTED on
and effective as of the date first above written.


 


	
   

  	
  PROTECTION ONE ALARM MONITORING, INC., a

  Delaware corporation, as Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Richard Ginsburg

  	
   

  
	
   

  	
   

  	
  Name: 
  Richard Ginsburg

  
	
   

  	
   

  	
  Title: 
  President and Chief Executive Officer

  



 

















 


SIGNATURE
PAGE TO THIRTEENTH AMENDMENT OF

CREDIT AGREEMENT AMONG

PROTECTION ONE ALARM MONITORING, INC., AS BORROWER,

WESTAR INDUSTRIES, INC., AS ADMINISTRATIVE AGENT,

AND

THE LENDERS PARTY HERETO


 


EXECUTED on
and effective as of the date first above written.


 


	
   

  	
  WESTAR INDUSTRIES, INC., as
  Administrative Agent

  and a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Greg A. Greenwood

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Greg A. Greenwood

  
	
   

  	
   

  	
  Title:

  	
  Secretary and Treasurer

  
					



 

















 


SIGNATURE
PAGE TO CONSENT TO THE THIRTEENTH AMENDMENT OF

CREDIT AGREEMENT AMONG

PROTECTION ONE ALARM MONITORING, INC., AS BORROWER,

WESTAR INDUSTRIES, INC., AS ADMINISTRATIVE AGENT,

AND

THE LENDERS PARTY THERETO


 


To induce the
Credit Parties to enter into this Amendment, each of the undersigned (a)
consents and agrees to the execution and delivery of the Amendment Documents,
(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
each of 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/ Richard Ginsburg

  	
   

  
	
   

  	
   

  	
  Name: 
  Richard Ginsburg

  
	
   

  	
   

  	
  Title: 
  President and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NETWORK MULTI-FAMILY SECURITY

  CORPORATION, a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Steve Williams

  	
   

  
	
   

  	
   

  	
  Name: 
  Steve Williams

  
	
   

  	
   

  	
  Title: 
  President