Exhibit 10.1


 


POI ACQUISITION, L.L.C.

QUADRANGLE MASTER FUNDING LTD


 


 


September 20, 2004


 


Protection One Alarm
Monitoring, Inc.

Protection One, Inc.

Network Multi-Family Security Corporation

c/o Protection One, Inc.

818 South Kansas Avenue

Topeka, Kansas  66612




Ladies and Gentlemen:


 


1.             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; (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); (d) letter from POI Acquisition and Quadrangle to
POAM, POI and Network, dated May 24, 2004, further amending the term of the
Agreement (except as otherwise provided therein); (e) letter from POI
Acquisition and Quadrangle to POAM, POI and Network, dated May 28, 2004,
further amending the term of the Agreement (except as otherwise provided
therein); (f) letter from POI Acquisition and Quadrangle to POAM, POI and
Network, dated June 28, 2004, further amending the term of the Agreement
(except as otherwise provided therein); (g) letter from POI Acquisition and
Quadrangle to POAM, POI and Network, dated July 26, 2004, further amending
the term of the Agreement (except as otherwise provided therein); and (h)
letter from POI Acquisition and Quadrangle to POAM, POI and Network, dated
August 23, 2004, further amending the term of the Agreement (except as
otherwise provided therein) (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 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) of section 3 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 Outside
Date to mean 11:59 p.m. prevailing Eastern time on the date that is 224 days
after the Effective Time (the period beginning with the Effective Time and
continuing through and including the Outside Date, the “Outside Standstill
Period”).  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 any party hereto, unless POI Acquisition and Quadrangle deliver 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.  This letter agreement 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.


 


3.             Notwithstanding anything to the contrary contained
herein:  (a) in the event that POI
Acquisition and Quadrangle deliver 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; and (b) nothing
herein shall constitute an amendment or waiver of the termination provisions of
clause (ii) of section 3 of the Agreement.


 


4.             Any written notice to be given pursuant to this letter
agreement by POI Acquisition and Quadrangle 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


 


5.             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, L.L.C.

  
	
   

  
	
   

  
	
  By:

  	
   /s/
  David A. Tanner

  	
   

  
	
  Name: David
  A. Tanner

  
	
  Title:
  Member

  
	
   

  
	
  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

  
	
   

  
	
   

  
	
  PROTECTION
  ONE, INC.

  
	
   

  
	
   

  
	
  By:

  	
   /s/
  Darius G. Nevin

  	
   

  
	
  Name: Darius
  G. Nevin

  
	
  Title:
  Executive Vice President

  
	
   

  
	
   

  
	
  NETWORK
  MULTI-FAMILY

  SECURITY CORPORATION

  
	
   

  
	
   

  
	
  By:

  	
   /s/
  Steve Williams

  	
   

  
	
  Name: Steve
  Williams

  
	
  Title:
  President