Exhibit 10.2


 


POI ACQUISITION I, INC.


 


 


September 20, 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; and (g) letter from POI Acquisition
to POI, dated August 23, 2004, further amending the term of the Agreement (the
“Sixth 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 Sixth Letter Agreement, is 11:59 p.m. prevailing Eastern Time on
September 20, 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 224 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
September 24, 2004, October 1, 2004 or October 8, 2004.  Under no circumstance shall the Outside
Standstill Period exceed 245 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:
  Executive Vice President