Exhibit 10.2
POI ACQUISITION I, INC.
August 23, 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; and (f) letter from POI Acquisition to POI, dated July 26, 2004, further amending the term of the Agreement (the “Fifth 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 Fifth Letter Agreement, is 11:59 p.m. prevailing Eastern Time on August 23, 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 196 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 August 27, 2004, September 3, 2004 or September 10, 2004. Under no circumstance shall the Outside Standstill Period exceed 217 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
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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, | ||
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POI ACQUISITION I, INC. | ||
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By: | /s/ David A. Tanner |
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Name: | ||
Title: | ||
Agreed as of the date first written above:
PROTECTION ONE, INC. | ||
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By: | /s/ Darius G. Nevin |
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Name: Darius G. Nevin | ||
Title: Executive Vice President and Chief Financial Officer | ||