Exhibit 10.1


 


EXECUTION COPY


 


FIFTEENTH
AMENDMENT OF CREDIT AGREEMENT


 


THIS FIFTEENTH AMENDMENT OF
CREDIT AGREEMENT (the “Amendment”) is entered into, effective as of March 23,
2004, 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 POI Acquisition, L.L.C. (“POI”), 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, and the Persons who were
then the 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.            Westar Industries, Inc. (“Westar”)
and POI entered into that certain Assignment and Acceptance, dated February 17,
2004, wherein Westar assigned all of its rights and obligations under the
Credit Agreement to POI.


 


C.            Administrative Agent, Borrower,
Protection One, Inc. and Network Multi-Family Security Corporation entered into
that certain Credit Facility Standstill Agreement, dated as of February 17,
2004 (the “Standstill Agreement”), wherein Administrative Agent agreed to
forbear from exercising certain rights, remedies and actions under the Credit
Agreement, Loan Documents and applicable law as a result of the occurrence of
certain specified defaults.


 


D.            POI and Quadrangle Master Funding
Ltd (“Quadrangle”) entered into that certain Assignment and Acceptance, dated
February 26, 2004, wherein POI assigned a portion of its rights and obligations
under the Credit Agreement to Quadrangle.


 


E.             In a letter from Quadrangle to
Borrower, dated February 27, 2004, Quadrangle agreed to be bound by all of the
obligations set forth in the Standstill Agreement.


 


F.             Borrower, and the Persons who were
then the lenders and administrative agent, entered into a First Amendment of
Credit Agreement effective as of February 26, 1999, 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
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, a Twelfth
Amendment of Credit Agreement effective as of September 11, 2002, a Thirteenth
Amendment of Credit Agreement effective as of March 11, 2003 and a Fourteenth
Amendment of Credit


 

















 


Agreement effective as of June
20, 2003, pursuant to which certain provisions of the Credit Agreement
(including, without limitation, the Total Commitment) were amended.


 


G.            Borrower, Lenders and Administrative
Agent desire to further modify certain provisions contained in the Credit
Agreement in order to allow Borrower to provide certain information to the
Administrative Agent, the Lenders and their respective representatives, 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.             Amendment to the Credit Agreement.  Section 14.5 is hereby
deleted in its entirety and replaced with the following:


 


14.5         Confidentiality. 
Each Credit Party agrees to keep confidential any information furnished
or made available to it by Borrower pursuant to this Agreement; provided that nothing herein shall prevent
any Credit Party from disclosing such information (a) to any other Credit Party
or any Affiliate of any Credit Party, or any officer, director, employee,
agent, or advisor of any Credit Party or Affiliate of any Credit Party (provided that any such Affiliate shall be
deemed to agree to and shall be bound by the provisions of this Section 14.5), (b) to any other Person if
reasonably incidental to the administration of the credit facility provided
herein, (c) as required by any Law, (d) upon the order of any court or
administrative agency, (e) upon the request or demand of any regulatory agency
or authority, (f) that is or becomes available to the public or that is or
becomes available to any Credit Party other than as a result of a disclosure by
any Credit Party prohibited by this Agreement, (g) in connection with any
litigation to which such Credit Party or any of its Affiliates may be a party,
(h) to the extent necessary in connection with the exercise of any remedy under
this Agreement or any other Loan Document, and (i) subject to provisions
substantially similar to those contained in this Section 14.5, to any actual or proposed Participant or
assignee.


 


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 further 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 


 


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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, 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) the execution, delivery and
performance by Borrower and the other Obligors of this Agreement shall not
affect or alter the terms and provisions set forth in the Standstill Agreement;
(f) 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 (g) both before and
after giving effect to this Amendment, no Potential Default or Default exists,
except as specifically provided in the Standstill Agreement .


 


5.             Conditions.  This Amendment shall not be effective unless
and until:


 


(a)           this Amendment has been executed by Borrower, the
Administrative Agent and each Lender, and the Consent has been executed by all
of the Obligors (other than the Borrower); and


 


(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”).


 


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 respect 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


 


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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.  THIS AMENDMENT
CONTAINS THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT
MATTER OF THIS AMENDMENT AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.


 


[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


 


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SIGNATURE
PAGE TO FIFTEENTH AMENDMENT OF


CREDIT
AGREEMENT AMONG


PROTECTION
ONE ALARM MONITORING, INC., AS BORROWER,


POI
ACQUISITION, L.L.C., AS ADMINISTRATIVE AGENT


AND


THE
LENDERS PARTY THERETO


 


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
  V.P.

  



 


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SIGNATURE
PAGE TO FIFTEENTH AMENDMENT OF


CREDIT
AGREEMENT AMONG


PROTECTION
ONE ALARM MONITORING, INC., AS BORROWER,


POI
ACQUISITION, L.L.C., AS ADMINISTRATIVE AGENT


AND


THE
LENDERS PARTY THERETO


 


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


 


	
   

  	
  POI ACQUISITION, L.L.C., as Administrative Agent

  and a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ David A.
  Tanner

  	
   

  
	
   

  	
   

  	
  Name:  David A.
  Tanner

  
	
   

  	
   

  	
  Title:

  



 


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SIGNATURE
PAGE TO FIFTEENTH AMENDMENT OF


CREDIT
AGREEMENT AMONG


PROTECTION
ONE ALARM MONITORING, INC., AS BORROWER,


POI
ACQUISITION, L.L.C., AS ADMINISTRATIVE AGENT


AND


THE
LENDERS PARTY THERETO


 


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


 


	
   

  	
  QUADRANGLE MASTER FUNDING LTD, as a

  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Michael
  Weinstock

  	
   

  
	
   

  	
   

  	
  Name:  Michael
  Weinstock

  
	
   

  	
   

  	
  Title:

  



 


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SIGNATURE
PAGE TO FIFTEENTH AMENDMENT OF


CREDIT
AGREEMENT AMONG


PROTECTION
ONE ALARM MONITORING, INC., AS BORROWER,


POI
ACQUISITION, L.L.C., 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/ Anthony D.
  Somma

  	
   

  
	
   

  	
   

  	
  Name:  Anthony
  D. Somma

  
	
   

  	
   

  	
  Title:  Senior
  V.P.

  
	
   

  	
   

  
	
   

  	
  NETWORK MULTI-FAMILY SECURITY

  CORPORATION, a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Steve
  Williams

  	
   

  
	
   

  	
   

  	
  Name:  Steve
  Williams

  
	
   

  	
   

  	
  Title:  President

  



 


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