Exhibit 4.3


PROTECTION ONE ALARM
MONITORING, INC.


(a Delaware corporation)


12% Senior Secured Notes
due 2011


REGISTRATION
RIGHTS AGREEMENT


April 2, 2007
















REGISTRATION RIGHTS
AGREEMENT


THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”)
is made and entered into as of April 2, 2007, among Protection One Alarm
Monitoring, Inc., a Delaware corporation (the “Company”) and each of the
undersigned holders (each, a “Consenting Holder” and, together, the “Consenting
Holders”) of the Old Notes (as defined below).


WHEREAS,
Integrated Alarm Services Group, Inc. (“IASG”), the Company and
Protection One, Inc. (“POI”) are completing on the date hereof a merger
transaction (the “Merger”) pursuant to which IASG is being merged with a
wholly owned subsidiary of POI;


WHEREAS,
IASG has $125,000,000 aggregate principal amount outstanding of 12% Senior
Secured Notes due 2011 (the “Old Notes”);


WHEREAS,
the Company is completing on the date hereof an offer (the “Exchange Offer”)
to exchange the Old Notes for a new series of 12% Senior Secured Notes due 2011
of the Company (the “New Notes”);


WHEREAS,
each Consenting Holder is the beneficial owner or record owner (with the power
to vote and dispose on behalf of such beneficial owner) of the aggregate
principal amount of Old Notes (for each such party, the “Relevant Ownership”),
as set forth below each such Consenting Holder’s signature on the signature
pages hereto;


WHEREAS,
the Company, IASG and the Consenting Holders have entered into that certain
Lock Up and Consent Agreement dated December 18, 2006, pursuant to which, among
other things, the Consenting Holders agreed to exchange their Old Notes for New
Notes in the Exchange Offer;


NOW,
THEREFORE, in consideration of the premises and the mutual covenants and
agreements set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Consenting Holders agree as follows:


1.  Definitions.  As used in this Agreement, the following
capitalized defined terms shall have the following meanings:


“Act” means the Securities Act of 1933, as
amended, and the rules and regulations of the Commission promulgated thereunder.


“Additional Interest” has the meaning set forth
in Section 4 hereto.


“Affiliate” means, with respect to any
specified person, any other person that, directly or indirectly, controls, is
controlled by, or is under common control with, such specified person.  For purposes of this definition, control of a
person means the power, direct or indirect, to direct or cause the direction of
the management and policies of such person whether by contract or otherwise;
and the terms “controlling” and “controlled” have meanings correlative to the
foregoing.













“Agreement” has the meaning set forth in the
preamble hereto.


“Business Day” means any day excluding
Saturday, Sunday or any other day which is a legal holiday under the laws of
New York, New York or is a day on which banking institutions therein located
are authorized or required by law or other governmental action to close.


“Closing Date” shall mean April 2, 2007.


“Commission” means the Securities and Exchange
Commission.


“Consummate” means, with respect to a Registered
Exchange Offer, the completion of all of the following: (a) the filing and
effectiveness under the Act of the Exchange Offer Registration Statement
relating to the Exchange Notes to be issued in the Registered Exchange Offer,
(b) the maintenance of such Exchange Offer Registration Statement
continuously effective and the keeping of the Registered Exchange Offer open
for a period not less than the minimum period required pursuant to Section
2(c)(ii) hereof, (c) the Company’s acceptance for exchange of all Transfer
Restricted Notes duly tendered and not validly withdrawn pursuant to the
Registered Exchange Offer and (d) the delivery of duly executed and
authenticated Exchange Notes by the Company to the registrar under the
Indenture in the same aggregate principal amount as the aggregate principal
amount of Transfer Restricted Notes duly tendered and not validly withdrawn by
Holders thereof pursuant to the Registered Exchange Offer and the delivery of
such Exchange Notes to such Holders.  The
term “Consummation” has a meaning correlative to the foregoing.


“Exchange Act” means the Securities Exchange
Act of 1934, as amended, and the rules and regulations of the Commission
promulgated thereunder.


“Exchange Notes” means debt securities of the
Company substantially identical in all material respects to the New Notes other
than the issue date (except that the Additional Interest provisions and the
transfer restrictions pertaining to the New Notes will be modified or
eliminated, as appropriate), to be issued under the Indenture.


“Exchange Offer Registration Period” means the
180-day period following the Consummation of the Registered Exchange
Offer, exclusive of any period during which any stop order shall be in effect
suspending the effectiveness of the Exchange Offer Registration Statement;
provided, however, that in the event that all resales of Exchange Notes
(including any resales by Participating Broker-Dealers) covered by such
Exchange Offer Registration Statement have been made, the Exchange Offer Registration
Statement need not thereafter remain continuously effective for such period.


“Exchange Offer Registration Statement” means a
registration statement of the Company and the Guarantors on an appropriate form
under the Act with respect to the Registered Exchange Offer, all amendments and
supplements to such registration statement, including post-effective
amendments, in each case including the Prospectus contained therein, all
exhibits thereto and all material incorporated by reference therein.


“Filing Date” has the meaning set forth in
Section 2(a) hereto.



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“Holder” means any holder from time to time of
Transfer Restricted Notes or Exchange Notes.


“Indenture” means the indenture relating to the
New Notes and the Exchange Notes, dated as of April 2, 2007, between the
Company, the guarantors party thereto (the “Guarantors”) and Wells Fargo
Bank, N.A., as Trustee, as the same may be amended, supplemented, waived or
otherwise modified from time to time in accordance with the terms thereof.


“Losses” has the meaning set forth in Section
8(d) hereto.


“Majority Holders” means the Holders of a
majority of the aggregate principal amount of Transfer Restricted Notes
registered under a Registration Statement.


“Managing Underwriters” means the investment
banker or investment bankers and manager or managers that shall administer an
underwritten offering under a Shelf Registration Statement.


“New Notes” has the meaning set forth in the
preamble hereto.


“Participating Broker-Dealer” means any Holder
that is a broker-dealer electing to exchange New Notes acquired for its own
account as a result of market-making activities or other trading activities for
Exchange Notes.


“Prospectus” means the prospectus included in
any Registration Statement (including a prospectus that discloses information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A under the Act or any similar rule that may
be adopted by the Commission), as amended or supplemented by any prospectus supplement,
with respect to the terms of the offering of any portion of the Transfer
Restricted Notes covered by such Registration Statement, and all amendments and
supplements to the Prospectus.


“Registered Exchange Offer” means an offer by
the Company to issue and deliver a like principal amount of Exchange Notes in
exchange for Transfer Restricted Notes.


“Registration Expenses” shall mean any and all
expenses incident to performance of or compliance by the Company and the
Guarantors with this Agreement, including without limitation:  (i) all Commission, stock exchange or
National Association of Securities Dealers, Inc. registration and filing fees,
(ii) all fees and expenses incurred in connection with compliance with state
securities or blue sky laws (including reasonable fees and disbursements of
counsel for any underwriters or Holders in connection with blue sky
qualification of any of the Exchange Notes or Transfer Restricted Notes), (iii)
all expenses of any Persons in preparing or assisting in preparing, word
processing, printing and distributing any Registration Statement, any
Prospectus, any amendments or supplements thereto, any underwriting agreements,
securities sales agreements and other documents relating to the performance of
and compliance with this Agreement, (iv) all rating agency fees, (v) all fees
and disbursements relating to the qualification of the Indenture under
applicable securities laws, (vi) the fees and disbursements of the Trustee and
its counsel, (vii) the fees and disbursements of counsel for the Company and,
in the case of a Shelf Registration Statement, the fees and disbursements of
one counsel for the Holders (which 



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counsel shall be selected
by the Majority Holders) and (viii) the fees and disbursements of the
independent public accountants of the Company, including the expenses of any
special audits or “cold comfort” letters required by or incident to such
performance and compliance, but excluding fees and expenses of counsel to the
underwriters (other than fees and expenses set forth in clause (ii) above) or
the Holders and underwriting discounts and commissions and transfer taxes, if
any, relating to the sale or disposition of Transfer Restricted Notes by a
Holder.


“Registration Statement” means any Exchange
Offer Registration Statement or Shelf Registration Statement that covers any of
the Transfer Restricted Notes (including any guarantees of each thereof)
pursuant to the provisions of this Agreement, amendments and supplements to
such registration statement, including post-effective amendments, in each
case including the Prospectus contained therein, all exhibits thereto, and all
material incorporated by reference therein.


“Shelf Registration” means a registration
effected pursuant to Section 3 hereof.


“Shelf Registration Event Date” has the meaning
set forth in Section 3(a) hereof.


“Shelf Registration Period” has the meaning set
forth in Section 3(c) hereof.


“Shelf Registration Statement” means a “shelf”
registration statement of the Company filed pursuant to the provisions of
Section 3 hereof, which covers some or all of the Transfer Restricted Notes, as
applicable, on an appropriate form under Rule 415 under the Act, or any similar
rule that may be adopted by the Commission, and which may be in the format of
an amendment to the Exchange Offer Registration Statement if permitted by the
Commission, all amendments and supplements to such registration statement,
including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and all material
incorporated by reference therein.


“Transfer Restricted Notes” means each New Note
upon original issuance thereof and at all times subsequent thereto, each
Exchange Note as to which Section 3(a)(iii) applies upon original issuance and
at all times subsequent thereto, until in the case of any such New Note or
Exchange Note, as the case may be, the earliest to occur of (i) the date
on which such New Note has been exchanged by a person other than a
Participating Broker-Dealer for an Exchange Note (other than with respect
to an Exchange Note as to which Section 3(a)(iii) applies), (ii) with
respect to Exchange Notes received by Participating Broker-Dealers in the Registered
Exchange Offer, the date on which such Exchange Note has been sold by such
Participating Broker-Dealer by means of the Prospectus contained in the
Exchange Offer Registration Statement, (iii) a Shelf Registration Statement
covering such Note or Exchange Note, as the case may be, has been declared
effective by the Commission and such Note or Exchange Note, as the case may be,
has been disposed of in accordance with the plan of distribution set forth in
such effective Shelf Registration Statement, (iv) the date on which such New
Note or Exchange Note, as the case may be, is distributed to the public
pursuant to Rule 144 under circumstances in which any legend borne by such New
Note relating to restrictions on transferability thereof, under the Act or
otherwise, is removed by the Company, or (v) such New Note or Exchange
Note, as the case may be, ceases to be outstanding for purposes of the
Indenture.



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“Trust Indenture Act” means the Trust Indenture
Act of 1939, as amended.


“Trustee” means the trustee with respect to the
New Notes or Exchange Notes, as applicable, under the Indenture.


2.  Registered Exchange Offer; Resales of
Exchange Notes by Participating Broker-Dealers; Private Exchange.


(a)           The Company and the
Guarantors shall prepare and, not later than 90 days from the Closing Date,
shall file with the Commission the Exchange Offer Registration Statement with
respect to the Registered Exchange Offer (the date of such filing hereinafter
referred to as the “Filing Date”). 
The Company and the Guarantors shall use their reasonable best efforts
(i) to cause the Exchange Offer Registration Statement to be declared
effective under the Act within 180 days from the Closing Date and (ii) to
have such Exchange Offer Registration Statement remain effective until the
closing of the Registered Exchange Offer. 
The Company shall commence the Registered Exchange Offer promptly after
the Exchange Offer Registration Statement has been declared effective by the
Commission and use its reasonable best efforts to Consummate the Registered
Exchange Offer by the 210th day after the Closing Date.


(b)           The objective of
such Registered Exchange Offer is to enable each Holder electing to exchange
Transfer Restricted Notes for Exchange Notes (assuming that such Holder
(x) is not an Affiliate of the Company, (y) is not a broker-dealer that
acquired the Transfer Restricted Notes in a transaction other than as a part of
its market-making or other trading activities and (z) if such Holder is
not a broker-dealer, acquires the Exchange Notes in the ordinary course of such
Holder’s business, is not participating in the distribution of the Exchange
Notes and has no arrangements or intentions with any person to make a
distribution of the Exchange Notes) to resell such Exchange Notes from and
after their receipt without any limitations or restrictions under the Act and
without material restrictions under the securities laws of a substantial
proportion of the several states of the United States.  Each Holder participating in the Registered
Exchange Offer shall be required to represent to the Company that at the time
of the tender of its New Notes pursuant to the Registered Exchange Offer each
of the items listed in subsections (x), (y) and (z) of this Section 2(b) is
true.


(c)           In connection with
the Registered Exchange Offer, the Company shall:


(i)            mail to each Holder a copy of the
Prospectus forming part of the Exchange Offer Registration Statement, together
with an appropriate letter of transmittal and related documents;


(ii)           keep the Registered Exchange Offer
open for acceptance for not less than 20 Business Days (or longer if required
by applicable law) after the date notice thereof is mailed to Holders;


(iii)          permit Holders to withdraw tendered
New Notes at any time prior to 5:00 p.m. New York City time on the last
Business Day on which the Registered Exchange Offer shall remain open;



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(iv)          utilize the services of a depositary
for the Registered Exchange Offer with an address in the Borough of Manhattan,
The City of New York; and comply in all material respects with all applicable
laws relating to the Registered Exchange Offer.


(d)           As soon as
practicable after the close of the Registered Exchange Offer, the Company
shall:


(i)            accept for exchange all the New
Notes validly tendered and not withdrawn pursuant to the Registered Exchange
Offer;


(ii)           deliver to the Trustee for
cancellation all of the New Notes so accepted for exchange; and


(iii)          execute and cause the Trustee promptly
to authenticate and deliver to each Holder Exchange Notes equal in principal
amount to the Transfer Restricted Notes of such Holder so accepted for
exchange.


(e)           The Consenting
Holders and the Company acknowledge that, pursuant to interpretations by the
staff of the Commission of Section 5 of the Act, and in the absence of an
applicable exemption therefrom, each Participating Broker-Dealer is required to
deliver a prospectus meeting the requirements of the Act in connection with a
sale of any Exchange Notes received by such Participating Broker-Dealer
pursuant to the Registered Exchange Offer in exchange for Transfer Restricted
Notes acquired for its own account as a result of market-making activities or
other trading activities.  Accordingly,
the Company will allow Participating Broker-Dealers and other persons, if any,
with similar prospectus delivery requirements to use the Prospectus contained
in the Exchange Offer Registration Statement during the Exchange Offer
Registration Period in connection with the resale of such Exchange Notes and
shall:


(i)            include the information set forth in
(a) Annex A hereto on the cover of the Prospectus forming a part of
the Exchange Offer Registration Statement; (b) Annex B hereto in the
forepart of the Prospectus forming a part of the Exchange Offer Registration
Statement in a section setting forth details of the Registered Exchange Offer;
(c) Annex C hereto in the plan of distribution section of the
Prospectus forming a part of the Exchange Offer Registration Statement, and
(d) Annex D hereto in the letter of transmittal delivered pursuant to the
Registered Exchange Offer, in each case substantially in the form specified
therein, subject to applicable Commission requirements; and


(ii)           use its reasonable best efforts to
keep the Exchange Offer Registration Statement continuously effective under the
Act during the Exchange Offer Registration Period for delivery of the
Prospectus included therein by Participating Broker-Dealers in connection with
sales of Exchange Notes received pursuant to the Registered Exchange Offer, as
contemplated by Section 5(h) below.


3.  Shelf Registration.


(a)           If
(i) the Company and the Guarantors are not permitted to file the Exchange Offer
Registration Statement or to Consummate the Registered Exchange Offer in
accordance with Section 2 hereof because the Registered Exchange Offer is not
permitted by applicable law 



 6
 









or the applicable interpretations of the
staff of the Commission, (ii) for any other reason the Registered Exchange
Offer is not Consummated by the 210th day after the Closing Date or (iii) any
Consenting Holder notifies the Company on or prior to the 210th day after the
Closing Date that (A) such Consenting Holder is not eligible to participate in
the Registered Exchange Offer due to applicable law or the applicable
interpretations of the staff of the Commission, (B) the Exchange Notes such
Consenting Holder would receive would not be freely tradable, (C) such
Consenting Holder is a Participating Broker-Dealer that cannot publicly resell
the Exchange Notes that it acquires in the Registered Exchange Offer without
delivering a Prospectus and the Prospectus contained in the Exchange Offer
Registration Statement is not appropriate or available for resales following
the Consummation of the Registered Exchange Offer, or (D) the Consenting Holder
is a broker-dealer and owns New Notes it has not exchanged and that it acquired
directly from the Company or one of its Affiliates (the date on which any event
specified in clause (i) through (iii) above occurs, the “Shelf Registration
Event Date”), the following provisions shall apply:


(b)           The
Company and the Guarantors shall, in addition to or in lieu of conducting the
Exchange Offer, on or prior to the 30th day following such Shelf Registration
Event Date, prepare and file with the Commission a Shelf Registration Statement
relating to the offer and sale of the New Notes and the Exchange Notes, as
applicable, by the Holders thereof from time to time in accordance with the
methods of distribution elected by such Holders and set forth in such Shelf
Registration Statement, and shall use their reasonable best efforts to cause
the Shelf Registration Statement to be declared effective by the Commission
within 60 days after filing the Shelf Registration Statement with the
Commission.


(c)           The
Company and the Guarantors shall use their reasonable best efforts to keep such
Shelf Registration Statement continuously effective, supplemented and amended
as required by the Act in order to permit the Prospectus forming a part thereof
to be usable by Holders until the earlier of (i) two years from the date the
Shelf Registration Statement has been declared effective exclusive of any
period during which any stop order shall be in effect suspending the
effectiveness of the Shelf Registration Statement, and (ii) such time as there
are no longer any Transfer Restricted Securities outstanding (the “Shelf
Registration Period”).  The Company and
the Guarantors shall be deemed not to have used their reasonable best efforts
to keep the Shelf Registration Statement effective during the Shelf
Registration Period if they voluntarily take any action that would result in
Holders of the New Notes or Exchange Notes covered thereby not being able to
offer and sell such notes during that period, unless such action is
(x) required by applicable law or (y) pursuant to Section 3(d) hereof and,
in either case, so long as the Company and the Guarantors promptly thereafter
comply with the requirements of Section 5(k) hereof, if applicable.


(d)           The
Company may suspend the use of the Prospectus that forms a part of the Shelf
Registration Statement for a period not to exceed 60 days in any six-month
period or an aggregate of 90 days in any twelve-month period for valid business
reasons (not including avoidance of its obligations hereunder) to avoid
premature public disclosure of a pending corporate transaction, including
pending acquisitions or divestitures of assets, mergers and combinations and
similar events; provided  that (i) the Company promptly thereafter
complies with the requirements of Section 5(k) hereof, if applicable; (ii) the
period during which the Shelf Registration Statement is required to be
effective and usable shall be extended by the number of



 7
 









days during which such Shelf Registration Statement was not effective
or usable pursuant to the foregoing provisions; and (iii) the Additional
Interest shall accrue on the New Notes as provided in Section 4 hereof.


4.  Additional Interest.


(a)           Until
the Consummation of the Registered Exchange Offer or the effectiveness of the
Shelf Registration Statement, additional interest with respect to the Transfer
Restricted Notes (“Additional Interest”) will accrue in an amount equal
to 1.00% per annum per $1,000 principal amount of New Notes.  Upon the Consummation of the Registered
Exchange Offer or the effectiveness of the Shelf Registration Statement, the
accrual of Additional Interest will, except as provided in Section 3(d) above,
cease.  For the avoidance of doubt, the
interest rate of the Transfer Restricted Notes shall not exceed 13% per annum.


(b)           The
Company shall pay the Additional Interest due on the Transfer Restricted Notes
by depositing with the paying agent (which shall not be the Company for these
purposes) for the Transfer Restricted Notes, in trust, for the benefit of the
Holders thereof, prior to 11:00 a.m. on the next interest payment date
specified in the Indenture (or such other indenture), sums sufficient to pay
the Additional Interest then due.  The
Additional Interest due shall be payable on each interest payment date
specified by the Indenture (or such other indenture) to the record holders
entitled to receive the interest payment to be made on such date.


(c)           All
of the Company’s and the Guarantors’ obligations set forth in this Section 4
which are outstanding with respect to any Transfer Restricted Note at the time
such Note ceases to be covered by an effective Registration Statement shall
survive until such time as all such obligations with respect to such Transfer
Restricted Note have been satisfied in full (notwithstanding termination of
this Agreement).


5.  Registration Procedures.  In connection with any Exchange Offer
Registration Statement and, to the extent applicable, any Shelf Registration
Statement, the following provisions shall apply:


(a)           The
Company shall furnish to one counsel designated by the Consenting Holders, not
less than 5 Business Days prior to the filing thereof with the Commission, a
copy of any Registration Statement, and each amendment thereof and each
amendment or supplement, if any, to the Prospectus included therein (including
all documents incorporated by reference therein) and shall use their reasonable
best efforts to reflect in each such document, when so filed with the
Commission, such comments as such counsel to the Consenting Holders may
propose.


(b)           The
Company shall ensure that:


(i)            any Registration
Statement and any amendment thereto and any Prospectus contained therein and
any amendment or supplement thereto complies in all material respects with the
Act;


(ii)           any Registration
Statement and any amendment thereto does not, when it becomes effective,
contain an untrue statement of a material fact or omit to state a 



 8
 









material fact
required to be stated therein or necessary to make the statements therein not
misleading; and


(iii)          any Prospectus
forming part of any Registration Statement, including any amendment or
supplement to such Prospectus, does not include an untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading.


(c)           (1)
The Company shall advise the Consenting Holders and, in the case of a Shelf
Registration Statement, the Holders of Transfer Restricted Notes covered
thereby, and, if requested by the Consenting Holders or any such Holder,
confirm such advice in writing:


(i)            when a Registration
Statement and any amendment thereto has been filed with the Commission and when
the Registration Statement or any post-effective amendment thereto has become
effective; and


(ii)           of any request by
the Commission for amendments or supplements to the Registration Statement or
the Prospectus included therein or for additional information.


(2) The Company shall
advise the Consenting Holders and, in the case of a Shelf Registration
Statement, the Holders of Transfer Restricted Notes covered thereby, and, in
the case of an Exchange Offer Registration Statement, any Participating
Broker-Dealer that has provided in writing to the Company a telephone or facsimile
number or address for notices, and, if requested by the Consenting Holders or
any such Holder or Participating Broker-Dealer, confirm such advice in writing:


(i)            of the issuance by
the Commission of any stop order suspending the effectiveness of the Registration
Statement or the initiation of any proceedings for that purpose;


(ii)           of the receipt by
the Company of any notification with respect to the suspension of the
qualification of the Transfer Restricted Notes included in any Registration
Statement for sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose; and


(iii)          of the happening of
any event that requires the making of any changes in the Registration Statement
or the Prospectus so that, as of such date, the statements therein are not
misleading and do not omit to state a material fact required to be stated
therein or necessary to make the statements therein (in the case of the
Prospectus, in light of the circumstances under which they were made) not
misleading (which advice shall be accompanied by an instruction to suspend the
use of the Prospectus until the requisite changes have been made).


(d)           The
Company shall use its reasonable best efforts to file any amendments or
supplements to a Registration Statement or Prospectus requested by the
Commission and obtain the withdrawal of any order suspending the effectiveness
of any Registration Statement or the qualification of the Transfer Restricted
Notes covered thereby for sale in any jurisdiction, in each case at the
earliest possible time.



 9















 


(e)           The Company shall
furnish to each Holder of Transfer Restricted Notes included in any Shelf
Registration Statement, without charge, at least one copy of such Shelf
Registration Statement and any post-effective amendment thereto, including
financial statements and schedules, any documents incorporated by reference
therein and, if the Holder so requests in writing, all exhibits thereto
(including those incorporated by reference).


(f)            The Company shall,
during the Shelf Registration Period, deliver to each Holder of Transfer
Restricted Notes included in any Shelf Registration Statement, without charge,
as many copies of the Prospectus (including any preliminary Prospectus)
included in such Shelf Registration Statement and any amendment or supplement
thereto as such Holder may reasonably request; and the Company consents to the
use of the Prospectus (including any preliminary prospectus) or any amendment
or supplement thereto by each of the selling Holders of Transfer Restricted
Notes in connection with the offering and sale of the Transfer Restricted Notes
covered by the Prospectus or any amendment or supplement thereto.


(g)           The Company shall
furnish to each Participating Broker-Dealer that so requests, without charge,
at least one copy of the Exchange Offer Registration Statement and any
post-effective amendment thereto, including financial statements and schedules,
any documents incorporated by reference therein and, if the Participating
Broker-Dealer so requests in writing, all exhibits thereto (including those
incorporated by reference).


(h)           The Company shall,
during the Exchange Offer Registration Period and pursuant to the requirements
of the Act for the resale of the Exchange Notes during the period in which a
prospectus is required to be delivered under the Act (including any Commission
no-action letters relating to the Registered Exchange Offer), deliver to
each Participating Broker-Dealer, without charge, as many copies of the
Prospectus (including any preliminary Prospectus) included in such Exchange
Offer Registration Statement and any amendment or supplement thereto as such
Participating Broker-Dealer may reasonably request; and the Company and the
Guarantors consent to the use of the Prospectus (including any preliminary
prospectus) or any amendment or supplement thereto by any such Participating
Broker-Dealer in connection with the offering and sale of the Exchange Notes,
as provided in Section 2(e) above.


(i)            Prior to the
Registered Exchange Offer or any other offering of Transfer Restricted Notes
pursuant to any Registration Statement, the Company and the Guarantors shall
use their reasonable best efforts to register, qualify or cooperate with the
Holders of Transfer Restricted Notes included therein and their respective
counsel in connection with the registration or qualification of such Transfer
Restricted Notes for offer and sale under the securities or blue sky laws of
such states as any such Holders reasonably request in writing and do any and
all other commercially reasonable acts or things necessary or advisable to
enable the offer and sale in such jurisdictions of the Transfer Restricted
Notes covered by such Registration Statement.


(j)            The Company shall
cooperate with the Holders to facilitate the timely preparation and delivery of
certificates representing Transfer Restricted Notes to be sold pursuant to any
Registration Statement free of any restrictive legends and in denominations
authorized by the indenture and registered in such names as Holders may
request.



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(k)           Upon the occurrence
of any event contemplated by Section 3(d) or paragraph (c)(2)(iii) of this
Section 5, the Company and the Guarantors shall promptly prepare and file a
post-effective amendment to any Registration Statement or an amendment or
supplement to the related Prospectus or Current Report on Form 8-K or any other
required document so that, as thereafter delivered to purchasers of the
Transfer Restricted Notes included therein, the Prospectus will not include an
untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading.


(l)            The Company shall
use its reasonable best efforts to cause The Depository Trust Company (“DTC”)
on the first Business Day following the effective date of any Registration
Statement hereunder or as soon as possible thereafter to remove (i) from any
existing CUSIP number assigned to the Transfer Restricted Notes or Exchange
Notes, as the case may be, any designation indicating that such notes are “restricted
securities,” which efforts shall include delivery to DTC of a letter executed
by the Company substantially in the form of Annex E hereto and (ii) any other
stop or restriction on DTC’s system with respect to the Transfer Restricted
Notes or Exchange Notes, as the case may be. 
In the event the Company is unable to cause DTC to take actions
described in the immediately preceding sentence, the Company shall use its
reasonable best efforts to provide, as soon as practicable, a new CUSIP (if not
already obtained) number for the Transfer Restricted Notes or Exchange Notes
registered under such Registration Statement and to cause such CUSIP number to
be assigned to the Transfer Restricted Notes or Exchange Notes (or to the
maximum aggregate principal amount of the securities to which such number may
be assigned).


(m)          The Company shall use
its reasonable best efforts to comply with all applicable rules and regulations
of the Commission and shall make generally available to the security holders as
soon as practicable after the effective date of the applicable Registration
Statement an earning statement satisfying the provisions of Section 11(a) of
the Act and Rule 158 promulgated thereunder.


(n)           The Company shall
cause the Indenture to be qualified under the Trust Indenture Act in timely
manner.


(o)           The Company may
require each Holder of Transfer Restricted Notes to be sold pursuant to any
Shelf Registration Statement to furnish to the Company such information
regarding the Holder and the distribution of such Transfer Restricted Notes as
may, from time to time, be required by the Act, and the obligations of the
Company to any Holder hereunder shall be expressly conditioned on the
compliance of such Holder with such request.


(p)           The Company shall,
if requested, promptly incorporate in a Prospectus supplement or post-effective
amendment to a Shelf Registration Statement (i) such information as the
Majority Holders provide or, if the Transfer Restricted Notes are being sold in
an underwritten offering, as the Managing Underwriters and the Majority Holders
reasonably agree should be included therein and, in either case, provided to
the Company in writing for inclusion in the Shelf Registration Statement, or
Prospectus, and (ii) such information as a Holder may provide from time to time
to the Company in writing for inclusion in a Prospectus or any Shelf
Registration Statement, in the case of clause (i) or (ii) above, concerning
such Holder and/or 



 11
 









underwriter and the distribution of such Holder’s Transfer Restricted
Notes and, in either case, shall make all required filings of such Prospectus
supplement or post-effective amendment as soon as practicable after being
notified in writing of the matters to be incorporated in such Prospectus supplement
or post-effective amendment.


(q)           In the case of any
Shelf Registration Statement, the Company and the Guarantors shall enter into
such agreements (including underwriting agreements) and take all other
customary and appropriate actions as may be reasonably requested in order to
expedite or facilitate the registration or the disposition of any Transfer
Restricted Notes, and in connection therewith, if an underwriting agreement is
entered into, cause the same to contain indemnification provisions and procedures
no less favorable than those set forth in Section 8 (or such other provisions
and procedures reasonably acceptable to the Majority Holders and the Managing
Underwriters, if any, with respect to all parties to be indemnified pursuant to
Section 8).


(r)            In the case of any
Shelf Registration Statement, if requested by the Consenting Holders, the
Company shall:


(i)            make reasonably available for
inspection by the Consenting Holders, any Managing Underwriter participating in
any disposition pursuant to such Shelf Registration Statement, and any
attorney, accountant or other agent retained by the Consenting Holders or any
such Managing Underwriter, all relevant financial and other records, pertinent
corporate documents and properties of the Company and any of its subsidiaries;


(ii)           cause the Company’s officers,
directors and employees to supply all relevant information reasonably requested
by the Consenting Holders or any such Managing Underwriter, attorney,
accountant or agent in connection with any such Shelf Registration Statement as
is customary for similar due diligence examinations; provided, however,
that any information that is designated in writing by the Company in good faith
as confidential at the time of delivery of such information shall be kept confidential
by the Consenting Holders or any such Managing Underwriter, attorney,
accountant or agent, unless (x) disclosure thereof is made in connection
with a court proceeding or required by law; provided that each
Consenting Holder and any such Managing Underwriter, attorney, accountant or
agent will, upon learning that disclosure of such information is sought in a
court proceeding or required by law, give notice to the Company to allow the
Company to undertake appropriate action to prevent disclosure at the Company’s
sole expense, or (y) such information has previously been made or becomes
available to the public generally through the Company or through a third party
without an accompanying obligation of confidentiality;


(iii)          make such representations, warranties
and covenants to the Consenting Holders and the Managing Underwriters, if any,
in form, substance and scope as are customarily made in comparable
transactions;


(iv)          obtain opinions of counsel to the
Company and updates thereof (which counsel and opinions, in form, scope and
substance, shall be reasonably satisfactory to 



 12
 









the Managing Underwriters, if any) addressed
to each selling Holder and the Managing Underwriters, if any, covering such
matters as are customarily covered in opinions requested in underwritten
offerings and such other matters as may be reasonably requested by such Holders
and Managing Underwriters;


(v)           obtain “cold comfort” letters and
updates thereof from the independent certified public accountants of the
Company (and, if necessary, any other independent certified public accountants
of any subsidiary of the Company or of any business acquired by the Company for
which financial statements and financial data are, or are required to be,
included in the Shelf Registration Statement), addressed to each selling Holder
of the Transfer Restricted Notes covered by such Shelf Registration Statement
(provided such Holder furnishes the accountants with such representations as
the accountants customarily require in similar situations) and the Managing
Underwriters, if any, in customary form and covering matters of the type
customarily covered in “cold comfort” letters in connection with primary
underwritten offerings; and


(vi)          deliver such documents and
certificates as may be reasonably requested by the Majority Holders and the
Managing Underwriters, if any, including those to evidence compliance with
Section 5(i) and with any customary conditions contained in the underwriting
agreement or other agreement entered into by the Company or a Guarantor.


The foregoing actions set forth in this Section 5(r)
shall be performed at (i) the effectiveness of such Shelf Registration
Statement and each post-effective amendment thereto and (ii) each closing
under any underwriting or similar agreement as and to the extent required
thereunder.


(s)           If a Registered
Exchange Offer is to be Consummated, upon delivery of the New Notes by Holders
to the Company (or to such other Person as directed by the Company) in exchange
for the Exchange Notes, the Company shall mark, or caused to be marked, on the
New Notes so exchanged that such New Notes are being canceled in exchange for
the Exchange Notes.  In no event shall
the New Notes be marked as paid or otherwise satisfied.


(t)            The Company shall
use its reasonable best efforts to confirm that the ratings applicable to the
Transfer Restricted Notes will apply to the New Notes covered by a Registration
Statement.


(u)           In the event that
any broker-dealer shall underwrite any New Notes or Exchange Notes or
participate as a member of an underwriting syndicate or selling group or “assist
in the distribution” (within the meaning of the Rules of Fair Practice and the
By-Laws of the National Association of Securities Dealers, Inc.) thereof,
whether as a Holder of such New Notes or Exchange Notes or as an underwriter, a
placement or sales agent or a broker or dealer in respect thereof, or
otherwise, the Company and the Guarantors shall assist such broker-dealer in
complying with the requirements of such Rules and By-Laws, including, without
limitation, by:


(i)            if such Rules or By-Laws shall so
require, engaging a “qualified independent underwriter” (as defined in such
Rules) to participate in the preparation of the Registration Statement, to
exercise usual standards of due diligence with respect 



 13
 









thereto and, if any portion of the offering
contemplated by such Registration Statement is an underwritten offering or is
made through a placement or sales agent, to recommend the yield of such New
Notes or Exchange Notes;


(ii)           indemnifying any such qualified
independent underwriter to the extent of the indemnification of underwriters
provided in Section 8 hereof; and


(iii)          providing such information to such
broker-dealer as may be required in order for such broker-dealer to comply with
the requirements of such Rules.


(v)           The Company and the
Guarantors shall use their reasonable best efforts to take all other steps
necessary to effect the registration of the New Notes or the Exchange Notes, as
the case may be, covered by a Registration Statement as contemplated by, and in
accordance with the terms of, this Agreement.


(w)          In the case of a
Shelf Registration Statement, each Holder of New Notes or Exchange Notes, as
applicable, to be registered pursuant thereto agrees by acquisition of such New
Notes or Exchange Notes, as the case may be, that, upon the occurrence of any
event contemplated by subsections (c)(2)(iii) above during the period for which
the Company is required to maintain the effectiveness of the Shelf Registration
Statement, such Holder will, upon written notice thereof from the Company,
discontinue disposition of such New Notes or Exchange Notes, as applicable,
under such Shelf Registration Statement until such Holder’s receipt of copies
of the supplemented or amended Prospectus contemplated in subsection (k) above,
or until advised in writing by the Company that the use of the applicable
Prospectus may be resumed.


6.  Registration
Expenses.  The Company shall bear all
Registration Expenses (including the reasonable fees and expenses, if any, of
Wilkie Farr & Gallagher LLP, counsel for the Consenting Holders, incurred
in connection with the Registered Exchange Offer) incurred in connection with
the performance of its obligations under Sections 2, 3, 4 and 5 hereof.


7.  Rules 144 and 144A.  The Company and the Guarantors shall use
their reasonable best efforts to file the reports required to be filed by them
under the Act and the Exchange Act in a timely manner and, if at any time the
Company is not required to file such reports, it will, upon the request of any
Holder of Transfer Restricted Notes, make publicly available other information
so long as necessary to permit sales of their securities pursuant to Rules 144
and 144A (or any successor rule adopted by the Commission).  The Company and the Guarantors each covenant
that it will take such further action as any Holder of Transfer Restricted
Notes may reasonably request, all to the extent required from time to time to
enable such Holder to sell Transfer Restricted Notes without registration under
the Securities Act within the limitation of the exemptions provided by Rules
144 and 144A (including the requirements of Rule 144A(d)(4) if
applicable).  The Company will provide a
copy of this Agreement to prospective purchasers of Transfer Restricted Notes
identified to the Company upon request. 
Upon the request of any Holder of Transfer Restricted Notes, the Company
shall deliver to such Holder a written statement as to whether it has complied
with such requirements.  Notwithstanding
the foregoing, nothing in this Section 7 shall be deemed to require the Company
or a Guarantor to register any of its securities pursuant to the Exchange Act.



 14
 









8.  Indemnification and Contribution.


(a)            (i) In connection with any
Registration Statement, the Company and each Guarantor, jointly and severally,
agree to indemnify and hold harmless each Holder of Transfer Restricted Notes
covered thereby, the directors, officers and employees of each such Holder and
each person who controls any such Holder within the meaning of Section 15 of
the Act or Section 20 of the Exchange Act against any losses, claims, damages
or liabilities, joint or several, to which they or such controlling person may
become subject, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon (x) any untrue
statement or alleged untrue statement of any material fact contained in the
Registration Statement as originally filed or in any amendment thereof, in any
preliminary Prospectus or Prospectus or in any amendment thereof or supplement
thereto, or (y) the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse, as incurred, each such indemnified
party for any legal or other expenses reasonably incurred by them in connection
with investigating, defending against or appearing as a third party witness in
connection with any such loss, claim, damage, liability or action; provided,
however, that the Company and the Guarantors will not be liable in any
such case to the extent that any such loss, claim, damage or liability arises
out of or is based upon any untrue statement or alleged untrue statement or
omission or alleged omission made therein in reliance upon and in conformity
with written information relating to the Holder furnished to the Company by any
such Holder specifically for inclusion therein. 
This indemnity agreement will be in addition to any liability which the
Company may otherwise have.


(ii)           The Company and
each Guarantor, jointly and severally, also agree to indemnify or contribute to
Losses, as provided in Section 8(d), of each underwriter of Transfer Restricted
Notes registered under a Registration Statement, their officers and directors
and each person who controls such underwriter within the meaning of Section 15
of the Act or Section 20 of the Exchange Act on substantially the same basis as
that of the indemnification of the selling Holders provided in this Section 8(a)
and shall, if requested by any Holder, enter into an underwriting agreement
reflecting such agreement, as provided in Section 5(q) hereof.


(b)           Each
Holder of Transfer Restricted Notes covered by a Registration Statement
severally agrees to indemnify and hold harmless the Company and the Guarantors
and their respective directors, officers, employees and agents and each person,
if any, who controls the Company or the Guarantors within the meaning of
Section 15 of the Act or Section 20 of the Exchange Act against any losses,
claims, damages or liabilities, joint or several, to which they or such
controlling persons become subject, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon
(i) any untrue statement or alleged untrue statement of any material fact
contained in the Registration Statement as originally filed or in any amendment
thereof, in any preliminary Prospectus or Prospectus or in any amendment
thereof or supplement thereto, or (ii) the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, and will reimburse, as incurred,
each such indemnified party for any legal or other expenses reasonably incurred
by them in connection with investigating, defending against, or appearing as 



 15
 









a third party witness in connection with any
such loss, claim, damage, liability or action but only if and to the extent
that such untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with written information
relating to such Holder furnished to the Company by such Holder specifically
for inclusion therein.  This indemnity
agreement will be in addition to any liability which any such Holder may
otherwise have.


(c)           Promptly
after receipt by any person to whom indemnity may be available under this
Section 8 (the “indemnified party”) of notice of the commencement of any
action, such indemnified party will, if a claim in respect thereof is to be
made against any person from whom indemnity may be sought under this Section 8
(the “indemnifying party”), notify such indemnifying party of the
commencement thereof; but the failure so to notify the indemnifying party (i)
will not relieve it from liability under paragraph (a) or (b) above unless and
to the extent it did not otherwise learn of such action and such failure
results in the forfeiture by the indemnifying party of substantial rights and
defenses as determined by a court of competent jurisdiction and (ii) will not,
in any event, relieve the indemnifying party from any obligations to any
indemnified party other than the indemnification obligation provided in
paragraph (a) or (b) above.  In case any
such action is brought against any indemnified party, and such indemnified
party notifies the relevant indemnifying party of the commencement thereof,
such indemnifying party will be entitled to participate therein and, to the
extent that it may wish, to assume the defense thereof, jointly with any other
indemnifying party similarly notified, with counsel satisfactory to such
indemnified party; provided, however, that if the named parties
in any such action (including impleaded parties) include both the indemnified party
and the indemnifying party and the indemnified party shall have concluded,
based on advice of outside counsel, that there may be one or more legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party or that
representation of both parties by the same counsel would be inappropriate due
to actual or potential differing interests between them, the indemnifying party
shall not have the right to direct the defense of such action on behalf of such
indemnified party or parties and such indemnified party or parties shall have
the right to select separate counsel to defend such action on behalf of such
indemnified party or parties.  After
notice from an indemnifying party to an indemnified party of its election so to
assume the defense thereof and approval by such indemnified party of counsel
appointed to defend such action, such indemnifying party will not be liable to
such indemnified party under this Section 8 for any legal or other expenses,
other than reasonable costs of investigation, subsequently incurred by such
indemnified party in connection with the defense thereof, unless (i) such
indemnified party shall have employed separate counsel in accordance with the
proviso to the immediately preceding sentence or (ii) such indemnifying party
does not promptly retain counsel satisfactory to such indemnified party or
(iii) such indemnifying party has authorized the employment of counsel for such
indemnified party at the expense of the indemnifying party.  After such notice from an indemnifying party
to an indemnified party, such indemnifying party will not be liable for the
costs and expenses of any settlement of such action effected by such
indemnified party without the written consent of such indemnifying party.  Notwithstanding the foregoing sentence, if at
any time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel as
contemplated by (i), (ii) or (iii) of the third sentence of this paragraph, the
indemnifying party agrees that it shall be liable for any settlement of any
proceeding effected without its written consent if (x) such settlement is
entered into more than 30 days after receipt by such 



 16
 









indemnifying party of the aforesaid request
and (y) such indemnifying party shall not have reimbursed the indemnified party
in accordance with such request prior to the date of such settlement.  An indemnifying party will not, without the
prior written consent of the indemnified party, settle or compromise or consent
to the entry of any judgment in any pending or threatened claim, action, suit
or proceeding in respect of which indemnification may be sought hereunder
(whether or not the indemnified party or any other person that may be entitled
to indemnification hereunder is a party to such claim, action, suit or
proceeding) unless such settlement, compromise or consent includes an
unconditional release of the indemnified party and such other persons from all
liability arising out of such claim, action, suit or proceeding.


(d)           In
the circumstances in which the indemnity agreement provided for in the
preceding paragraphs of this Section 8 is unavailable or insufficient, for any
reason, to hold harmless an indemnified party in respect of any, losses,
claims, damages or liabilities (including, without limitation, legal or other
expenses incurred in connection with investigating or defending any action or
claim) (or actions in respect thereof) (collectively “Losses”) then each
indemnifying party, in order to provide for just and equitable contribution,
agrees to contribute to the amount paid or payable by such indemnified party as
a result of such Losses to which such indemnified party may be subject (i) in
such proportion as is appropriate to reflect the relative benefits received by
such indemnifying party, on the one hand, and such indemnified party, on the
other hand, from the original issuance of the New Notes under the Registration
Statement which resulted in such Losses, or (ii) if the allocation provided by
the foregoing clause (i) is unavailable for any reason, the indemnifying party
and the indemnified party shall contribute in such proportion as is appropriate
to reflect not only such relative benefits but also the relative fault of such
indemnifying party, on the one hand, and such indemnified party, on the other
hand, in connection with the statements or omissions which resulted in such
Losses and any other relevant equitable considerations appropriate in the
circumstances.  The relative fault of the
parties shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
the Company or the Guarantors, on the one hand, or such Holder or such other
indemnified person, as the case may be, on the other hand, and the parties’
intent, relative knowledge, access to information and opportunity to correct or
prevent such statement or omission, and any other relevant equitable
considerations appropriate in the circumstances.  Benefits received by the Company shall be
deemed to be equal to the sum of (x) the total principal amount of the New
Notes (after deducting expenses) as set forth in the Final Memorandum, and (y)
the total amount of Additional Interest which the Company was not required to
pay as a result of registering the Transfer Restricted Notes covered by the
Registration Statement which resulted in such Losses.  Benefits received by any Holder shall be
deemed to be equal to the value of receiving Transfer Restricted Notes
registered under the Act.  Benefits
received by any underwriter shall be deemed to be equal to its relative share
of the total underwriting discounts and commissions, as set forth on the cover
page of the Prospectus forming a part of the Registration Statement which
resulted in such Losses.  Notwithstanding
any other provision of this Section 8(d), the Holders of the Transfer
Restricted Notes shall in no case be required to contribute any amount in
excess of the amount by which the net proceeds received by such Holders from
the sale of the Transfer Restricted Notes pursuant to a Registration Statement
exceeds the amount of damages which such Holders have otherwise been required
to pay by reason of such untrue or alleged untrue statement or omission or
alleged omission and in no case shall any underwriter be responsible for any
amount in excess of the underwriting 



 17
 









discount or commission applicable to the
Transfer Restricted Notes purchased by such underwriter under the Registration
Statement which resulted in such Losses. 
The parties agree that it would not be just and equitable if
contribution were determined by pro rata allocation (even if the Holders were
treated as one entity for such purpose) or by any other method of allocation
that does not take into account the equitable considerations referred to
above.  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation.  For purposes of this
Section 8, each person, if any, who controls an indemnified party within the
meaning of either Section 15 of the Act or Section 20 of the Exchange Act and
each director, officer, employee and agent of such indemnified party shall have
the same rights to contribution as such indemnified party.


(e)           The
provisions of this Section 8 will remain in full force and effect, regardless
of any investigation made by or on behalf of any Holder, the Company, the
Guarantors or any of the directors, officers, employees, agents or controlling
persons referred to in Section 8 hereof, and will survive the sale by a Holder
of Transfer Restricted Notes covered by a Registration Statement.


9.  Underwritten Registrations.  If any of the Transfer Restricted Notes
covered by any Shelf Registration Statement are to be sold in an underwritten
offering, the Managing Underwriter that will administer the offering will be
selected by the Majority Holders of such Transfer Restricted Notes included in
such offering, and such Holders shall be responsible for all underwriting
commissions and discounts in connection therewith.


No person may participate in any underwritten offering
pursuant to a Shelf Registration Statement unless such person (i) agrees to
sell such person’s Transfer Restricted Notes on the basis reasonably provided
in any underwriting arrangements approved by the persons entitled hereunder to
approve such arrangements and (ii) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
reasonably required under the terms of such underwriting arrangements.


10.  Miscellaneous.  (a) No Inconsistent Agreements.  Neither the Company nor any Guarantor has, as
of the date hereof, entered into nor shall it, on or after the date hereof,
enter into any agreement that is inconsistent with the rights granted to the
Holders herein or otherwise conflicts with the provisions hereof.


(b)           Amendments
and Waivers.  The provisions of this
Agreement, including the provisions of this sentence, may not be amended,
qualified, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, unless the Company has obtained the
written consent of the Majority Holders. 
Notwithstanding the foregoing, a waiver or consent to departure from the
provisions hereof with respect to a matter that relates exclusively to the
rights of Holders whose Transfer Restricted Notes are being sold pursuant to a
Shelf Registration Statement or whose New Notes are being exchanged pursuant to
an Exchange Offer Registration Statement, as the case may be, and which does
not directly or indirectly affect the rights of other Holders may be given by
such Holders, determined on the basis of New Notes being sold rather than
registered.  Notwithstanding any of the
foregoing, no amendment, modification, supplement, waiver or consents to any departure
from the provisions 



 18
 









of Section 8 hereof shall be effective as
against any Holder of Transfer Restricted Notes unless consented to in writing
by such Holder.


(c)           Notices.  All notices and other communications provided
for or permitted hereunder shall be made in writing by hand-delivery,
first-class mail, telex, telecopier, or air courier guaranteeing overnight
delivery:


(i)            if to the
Consenting Holders, at the addresses set forth on the signature pages hereto,
with a copy mailed or delivered to:


	
  

  	
  Willkie Farr
  & Gallagher LLP

  
	
   

  	
  787 Seventh
  Avenue

  
	
   

  	
  New York, NY
  10019

  
	
   

  	
  Facsimile:
  212-728-8111

  
	
   

  	
  Attention:
  Cristopher Greer

  



 


(ii)           if to any other
Holder, at the most current address given by such Holder to the Company in
accordance with the provisions of this Section 10(c), which address initially
is, with respect to each Holder, the address of such Holder maintained by the
registrar under the Indenture; and


(iii)          if to the Company
or the Guarantors, as follows:


	
   

  	
  Protection One Alarm
  Monitoring, Inc.

  
	
   

  	
  1035 N. 3rd Street, Suite 101

  
	
   

  	
  Lawrence, KS
  66044

  
	
   

  	
  Facsimile:
  785-856-9700

  
	
   

  	
  Attention: Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
  with a copy
  mailed or delivered to:

  
	
   

  	
   

  
	
   

  	
  Kirkland &
  Ellis LLP

  
	
   

  	
  200 East
  Randolph Drive

  
	
   

  	
  Chicago, IL
  60601

  
	
   

  	
  Facsimile:
  312-861-2200

  
	
   

  	
  Attention: R.
  Scott Falk, P.C.

  
			



 


All such notices and communications shall be deemed to
have been duly given when received, if delivered by hand or air courier, and
when sent, if sent by first-class mail, telex or facsimile.


The Company by notice to the others may designate
additional or different addresses for subsequent notices or communications.


(d)           Successors
and Assigns.  This Agreement shall
inure to the benefit of and be binding upon the successors and assigns of each
of the parties, including, without the need for an express assignment or any
consent by the Company or any Guarantor thereto, subsequent Holders.  The Company and the Guarantors hereby agree
to extend the benefits of this 



 19
 









Agreement to any Holder and any such Holder
may specifically enforce the provisions of this Agreement as if an original
party hereto.


(e)           Counterparts.  This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.


(f)            Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


(g)           Governing
Law and Consent to Jurisdiction. 
This agreement shall be governed by and construed in accordance with the
laws of the State of New York.  The
Company and each Guarantor (x) submits to the nonexclusive jurisdiction of the
courts of the State of New York and of the United States sitting in the Borough
of Manhattan in respect of any action, claim or proceeding (“Proceeding”)
arising out of or relating to this Agreement or the transactions contemplated
hereby, (y) irrevocably waives, to the fullest extent permitted by applicable
law, any objection that it may now or hereafter have to the laying of venue of
any Proceeding in the Supreme Court of the State of New York, County of New
York, or the United States District Court for the Southern District of New
York, and any claim that any Proceeding in any such court has been brought in
an inconvenient forum, and (z) agrees that any service of process or other
legal summons in connection with any Proceeding may be served on it by mailing
a copy thereof by registered mail, or a form of mail substantially equivalent
thereto, postage prepaid, addressed to the served party at its address as
provided for in Section 10(c).  Nothing
in this section shall affect the right of the parties to serve process in any
other manner permitted by law.


(h)           Obligations
of New Guarantors.  If any person
becomes a Guarantor (as defined in the Indenture) after the date hereof and
while the Company has continuing obligations under this Agreement, the Company
will cause such Guarantor to become a party hereto including for purposes of
registration obligations, the guarantee of Additional Interest on a joint and
several basis and indemnification and contribution pursuant to Section 8.


(i)            Severability.  In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstances,
is held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way impaired
or affected thereby, it being intended that all of the rights and privileges of
the parties shall be enforceable to the fullest extent permitted by law.


(j)            Notes
Held by the Company, etc.  Whenever
the consent or approval of Holders of a specified percentage of principal
amount of Transfer Restricted Notes or Exchange Notes is required hereunder,
Transfer Restricted Notes or Exchange Notes held by the Company or any of its
Affiliates (other than subsequent Holders of Transfer Restricted Notes or
Exchange Notes if such subsequent Holders are deemed to be Affiliates solely by
reason of their holdings of such New Notes) shall not be counted in determining
whether such consent or approval was given by the Holders of such required
percentage.



 20
 









(k)           Remedies.  In the event of a breach by either the Company
or any of the Guarantors of any of their respective obligations under this
Agreement, each Holder, in addition to being entitled to exercise all rights
provided herein, in the Indenture or granted by law, including recovery of
damages, will be entitled to specific performance of its rights under this
Agreement.  The Company and the
Guarantors agree that monetary damages would not be adequate compensation for
any loss incurred by reason of a breach by either the Company or any of the
Guarantors of any of the provisions of this Agreement and hereby further agree
that, in the event of any action for specific performance in respect of such
breach, the Company shall (and shall cause each Guarantor to) waive the defense
that a remedy at law would be adequate.


 



 21















Please confirm that the foregoing correctly sets forth
the agreement between and between the Company and the Consenting Holders.


Very truly yours,


	
  PROTECTION ONE ALARM
  MONITORING, INC.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ J. Eric Griffin

  	
   

  	
   

  	
   

  	
   

  
	
  Name: J. Eric Griffin

  	
   

  	
   

  	
   

  	
   

  
	
  Title: Vice President & Secretary

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  :

  	
   

  	
  HOLDERS OF RELEVANT OWNERSHIP:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GREYWOLF HIGH YIELD MASTERS 

  
	
   

  	
   

  	
  FUND

  
	
   

  	
   

  	
  GREYWOLF CAPITAL PARTNERS II LP

  
	
   

  	
   

  	
  GREYWOLF CAPITAL PARTNERS LP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: GREYWOLF CAPITAL 

  	
   

  	
   

  
	
   

  	
   

  	
  MANAGEMENT LP, as Investment 

  	
   

  	
   

  
	
   

  	
   

  	
  Manager

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michelle Lynd

  
	
   

  	
   

  	
  Name: Michelle Lynd

  	
   

  	
   

  
	
   

  	
   

  	
  Title:   Authorized
  Signatory

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Aggregate Principal Amount

  	
   

  	
   

  
	
   

  	
   

  	
  of New Notes: $37,925,000

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address for Notices:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  87 Graham Street, Suite 140

  	
   

  	
   

  
	
   

  	
   

  	
  San Francisco, CA 94129-1722

  	
   

  	
   

  




 22
 









 


	
  

  	
   

  	
  GLENVIEW CAPITAL PARTNERS, LP

  
	
   

  	
   

  	
  GLENVIEW INSTITUTIONAL PARTNERS, LP

  
	
   

  	
   

  	
  GLENVIEW CAPITAL MASTER FUND, LTD

  
	
   

  	
   

  	
  GCM LITTLE ARBOR PARTNERS, LP

  
	
   

  	
   

  	
  GCM LITTLE ARBOR INSTITUTIONAL 

  
	
   

  	
   

  	
  PARTNERS, LP

  
	
   

  	
   

  	
  GCM LITTLE ARBOR MASTER FUND, LTD

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark Horowitz

  
	
   

  	
   

  	
  Name: Mark Horowitz

  	
   

  	
   

  
	
   

  	
   

  	
  Title:   Chief
  Operating Officer and General

  
	
   

  	
   

  	
  Counsel

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Aggregate Principal Amount

  	
   

  	
   

  
	
   

  	
   

  	
  of New Notes: $29,500,000

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address for Notices:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  767 Fifth Avenue, 44th Floor

  	
   

  	
   

  
	
   

  	
   

  	
  New York, NY 10153

  	
   

  	
   

  
							




 23
 









 


	
  

  	
   

  	
  CASPIAN CAPITAL PARTNERS, L.P.

  
	
   

  	
   

  	
  MARINER OPPORTUNITIES FUND, LP

  
	
   

  	
   

  	
  MARINER LDC

  
	
   

  	
   

  	
  MARINER VOYAGER MASTER FUND, 

  
	
   

  	
   

  	
  LTD

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: MARINER INVESTMENT GROUP, INC., as 

  
	
   

  	
   

  	
  Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Adam S. Cohen

  
	
   

  	
   

  	
  Name: Adam S. Cohen

  	
   

  	
   

  
	
   

  	
   

  	
  Title:   Principal

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Aggregate Principal Amount

  	
   

  	
   

  
	
   

  	
   

  	
  of New Notes of All Entities Listed on this 

  
	
   

  	
   

  	
  Page: $18,500,000

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address for Notices:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  500 Mamaroneck Avenue, Suite 101

  	
   

  	
   

  
	
   

  	
   

  	
  Harrison, NY 10528

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  




 24
 









 


	
  

  	
   

  	
  RIVA RIDGE MASTER FUND, LTD.

  
	
   

  	
   

  	
  MARINER LDC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: RIVA RIDGE CAPITAL MANAGEMENT 

  
	
   

  	
   

  	
   

  	
  LP, as Investment Manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: RIVA RIDGE GP LLC, GP to the Investment 

  
	
   

  	
   

  	
   

  	
  Manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen Golden

  
	
   

  	
   

  	
  Name: Stephen Golden

  	
   

  	
   

  
	
   

  	
   

  	
  Title:   Managing
  Member

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Aggregate Principal Amount

  	
   

  	
   

  
	
   

  	
   

  	
  of New Notes: $12,920,000

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address for Notices:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  55 Fifth Avenue, 18th Floor

  	
   

  	
   

  
	
   

  	
   

  	
  New York, NY 10003

  	
   

  	
   

  
							




 25
 









 


	
  

  	
   

  	
  REDWOOD MASTER FUND, LTD.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jonathan Kolatch

  
	
   

  	
   

  	
  Name: Jonathan Kolatch

  	
   

  	
   

  
	
   

  	
   

  	
  Title:   Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Aggregate Principal Amount

  	
   

  	
   

  
	
   

  	
   

  	
  of New Notes: $8,000,000

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address for Notices:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  910 Sylvan Avenue

  	
   

  	
   

  
	
   

  	
   

  	
  Englewood Cliffs, NJ 07632

  	
   

  	
   

  



 



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