Exhibit 10.1


 


POI ACQUISITION, L.L.C.

QUADRANGLE MASTER FUNDING LTD


 


May 24, 2004


 


Protection One Alarm
Monitoring, Inc.

Protection One, Inc.

Network Multi-Family Security Corporation

c/o Protection One Alarm Monitoring, Inc.

818 South Kansas Avenue

Topeka, Kansas 66612


 


Ladies and Gentlemen:


 


We refer to the:  (a) Credit Facility Standstill Agreement,
dated as of February 17, 2004 (the “Agreement”), among Protection One Alarm
Monitoring, Inc. (“POAM”), Protection One, Inc., (“POI”), Network Multi-Family Security
Corporation (“Network”) and POI Acquisition, L.L.C. (“POI Acquisition”); (b)
letter from Quadrangle Master Funding Ltd (“Quadrangle”) to POAM, dated
February 27, 2004:  (i) advising POAM of
Quadrangle’s assumption from POI Acquisition of one-third of the obligations
under the Credit Facility; and (ii) confirming Quadrangle’s agreement to be
bound by the obligations of POI Acquisition set forth in the Agreement; and (c)
letter from POI Acquisition and Quadrangle to POAM, POI and Network, dated May
17, 2004, amending the term of the Agreement (except as otherwise provided
therein).  Capitalized terms used but
not defined herein shall have the meanings ascribed to such terms in the
Agreement.


 


Pursuant to section 3 of the
Agreement, the Agreement shall terminate and be of no further force and effect
on the Debt Specified Date (which currently, under clause (i), is May 24,
2004).  By this letter and at your
request, we hereby agree to amend the definition of the Outside Date to mean
11:59 p.m. prevailing Eastern time on the date that is 104 days after the
Effective Time (the “Amendment”); provided, however, that this Amendment shall
not apply to section 5 of the Agreement. 
Except as otherwise provided herein, the Agreement shall remain in full
force and effect subject to the terms and provisions thereof.


 

















 


This letter 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 enclosed herewith.


 


Very truly yours,


 


 


	
  POI
  ACQUISITION, L.L.C.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ David A.
  Tanner

  	
   

  	
   

  
	
  Name:

  	
  David A.
  Tanner

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
  QUADRANGLE
  MASTER

  	
   

  
	
  FUNDING LTD

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Michael
  Weinstock

  	
   

  	
   

  
	
  Name:

  	
  Michael
  Weinstock

  	
   

  
	
  Title:

  	
  Member

  	
   

  
	
   

  	
   

  
	
  Agreed as of
  the date first written above:

  	
   

  
	
   

  	
   

  
	
  PROTECTION
  ONE ALARM

  	
   

  
	
  MONITORING,
  INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Darius
  G. Nevin

  	
   

  	
   

  
	
  Name: Darius
  G. Nevin

  	
   

  
	
  Title:
  Executive Vice President and Chief

  	
   

  
	
  Financial
  Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  PROTECTION
  ONE, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Darius
  G. Nevin

  	
   

  	
   

  
	
  Name: Darius
  G. Nevin

  	
   

  
	
  Title:
  Executive Vice President and Chief

  	
   

  
	
  Financial
  Officer

  	
   

  
	
   

  	
   

  
	
  NETWORK
  MULTI-FAMILY

  	
   

  
	
  SECURITY
  CORPORATION

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Steve
  Williams

  	
   

  	
   

  
	
  Name: Steve
  Williams

  	
   

  
	
  Title:
  President