As of September 30, 1999
Protection One Alarm Monitoring, Inc.
818 South Kansas Avenue
P.O. Box 889
Topeka, Kansas 66601
Re: Request for Waiver
Gentlemen:
Reference is hereby made to that certain Credit Agreement dated as of December
21, 1998, executed by Protection One Alarm Monitoring, Inc., a Delaware
corporation ("Borrower"), NationsBank, N.A. (now known as Bank of America,
N.A.), as Administrative Agent ("Administrative Agent"), the Syndication Agent
defined therein, the Documentation Agent defined therein, and the Lenders
defined therein (as modified, amended, renewed, extended, and restated from time
to time, the "Credit Agreement"). Capitalized terms used herein shall, unless
otherwise indicated, have the respective meanings set forth in the Credit
Agreement.
Borrower has notified Administrative Agent that, as of September 30, 1999,
Borrower may not be in compliance with the Leverage Ratio set forth in Section
10.13(a) of the Credit Agreement and the Interest Coverage Ratio set forth in
Section 10.13(b) of the Credit Agreement (the "Covenant Violations").
By execution of this letter in the space provided below, each Lender executing
this letter (collectively, "Consenting Lenders"), subject to the terms and
conditions of this letter, hereby waives the existence of the Covenant
Violations and any Default created thereby until 5:00 p.m. (Dallas, Texas time)
on November 1, 1999.
As a condition precedent to each Consenting Lender's execution of this letter,
Borrower hereby notifies Administrative Agent that, pursuant to Section 2.3 of
the Credit Agreement, Borrower elects to partially terminate the Total
Commitment in an amount equal to $250,000,000 and, after giving effect to such
partial termination, the Total Commitment shall equal $250,000,000. Borrower and
Consenting Lenders agree that such partial termination of the Total Commitment
shall be effective as of the date hereof (notwithstanding the notice
requirements set forth in Section 2.3 of the Credit Agreement.
As a material inducement to the Credit Parties to execute this letter, Borrower
hereby represents and warrants to the Credit Parties that, after giving effect
to this letter and the waiver contained herein: (a) other than the Covenant
Violations, all of the representations and warranties contained in the Credit
Agreement and the other Loan Documents are true and correct as of the date
hereof as though made as of such date (unless they speak to a specific date or
are based upon facts which have changed by transactions expressly contemplated
or permitted by the Credit Agreement); and (b) other than the Covenant
Violations, no Potential Default or Default exists.
Protection One Alarm Monitoring, Inc.
As of September 30, 1999
Page 2
By execution of this letter in the space provided below, Borrower ratifies and
confirms that the Credit Agreement and all other Loan Documents, and all
renewals, extensions, and restatements of, and amendments and supplements to,
any of the foregoing, are and remain in full force and effect in accordance with
their respective terms.
The waiver hereby granted by Consenting Lenders does not (a) constitute a waiver
or modification of any other terms or provisions set forth in the Credit
Agreement or any other Loan Document and shall not impair any right that any
Credit Party may now or hereafter have under or in connection with the Credit
Agreement or any other Loan Document, and (b) impair any Credit Party's rights
to insist upon strict compliance with the Credit Agreement, as amended or
otherwise modified hereby, or the other Loan Documents. The Loan Documents
continue to bind and inure to Borrower and the Credit Parties and their
respective successors and permitted assigns.
This letter, when countersigned by the Required Lenders, shall be a "Loan
Document" as defined and referred to in the Credit Agreement and the other Loan
Documents, and may be signed in any number of counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument. THIS LETTER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF TEXAS.
THIS LETTER, THE CREDIT AGREEMENT, AND THE OTHER LOAN DOCUMENTS EMBODY THE
FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDE ANY AND ALL PRIOR
COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR
ORAL, RELATING TO THE SUBJECT MATTER HEREOF, AND MAY NOT BE CONTRADICTED OR
VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR
DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE
PARTIES HERETO.
Please execute a copy of this letter in the space provided below to acknowledge
your agreement to the foregoing.
[Remainder of Page Intentionally Left Blank;
Signature Pages to Follow.]
SIGNATURE PAGE TO LETTER AGREEMENT BETWEEN
PROTECTION ONE ALARM MONITORING, INC.,
BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT,
THE SYNDICATION AGENT DEFINED THEREIN,
THE DOCUMENTATION AGENT DEFINED THEREIN, AND
THE LENDERS DEFINED THEREIN
Sincerely,
BANK OF AMERICA, N.A., (f/k/a Bank of America
National Trust and Savings Association,
successor by merger to Bank of America, N.A.,
f/k/a NationsBank, N.A.), as Administrative
Agent and a Lender
By: /s/ David E. Sisler
David E. Sisler
Principal
SIGNATURE PAGE TO LETTER AGREEMENT BETWEEN
PROTECTION ONE ALARM MONITORING, INC.,
BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT,
THE SYNDICATION AGENT DEFINED THEREIN,
THE DOCUMENTATION AGENT DEFINED THEREIN, AND
THE LENDERS DEFINED THEREIN
FIRST UNION NATIONAL BANK,
as Syndication Agent and a Lender
By: /s/ Michael J. Kolosowsly
Name: Michael J. Kolosowsly
Title: Vice President
SIGNATURE PAGE TO LETTER AGREEMENT BETWEEN
PROTECTION ONE ALARM MONITORING, INC.,
BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT,
THE SYNDICATION AGENT DEFINED THEREIN,
THE DOCUMENTATION AGENT DEFINED THEREIN, AND
THE LENDERS DEFINED THEREIN
TORONTO DOMINION (TEXAS) INC.,
as Documentation Agent and a Lender
By: /s/ Debbie A. Greene
Name: Debbie A. Green
Title: Vice President
SIGNATURE PAGE TO LETTER AGREEMENT BETWEEN
PROTECTION ONE ALARM MONITORING, INC.,
BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT,
THE SYNDICATION AGENT DEFINED THEREIN,
THE DOCUMENTATION AGENT DEFINED THEREIN, AND
THE LENDERS DEFINED THEREIN
TORONTO DOMINION (TEXAS) INC.,
as Documentation Agent and a Lender
By: /s/ Michael Bandzierz
Name: Michael Banzierz
Title: Managing Director
SIGNATURE PAGE TO LETTER AGREEMENT BETWEEN
PROTECTION ONE ALARM MONITORING, INC.,
BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT,
THE SYNDICATION AGENT DEFINED THEREIN,
THE DOCUMENTATION AGENT DEFINED THEREIN, AND
THE LENDERS DEFINED THEREIN
MORGAN STANLEY SENIOR FUNDING, INC.,
as a Lender
By: /s/ T. Morgan Edwards II
Name: T. Morgan Edwards II
Title: Vice President
SIGNATURE PAGE TO LETTER AGREEMENT BETWEEN
PROTECTION ONE ALARM MONITORING, INC.,
BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT,
THE SYNDICATION AGENT DEFINED THEREIN,
THE DOCUMENTATION AGENT DEFINED THEREIN, AND
THE LENDERS DEFINED THEREIN
CHASE MANHATTAN BANK,
as a Lender
By: /s/ Paul V. Farrell
Name: Paul V. Farrell
Title: Vice President
SIGNATURE PAGE TO LETTER AGREEMENT BETWEEN
PROTECTION ONE ALARM MONITORING, INC.,
BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT,
THE SYNDICATION AGENT DEFINED THEREIN,
THE DOCUMENTATION AGENT DEFINED THEREIN, AND
THE LENDERS DEFINED THEREIN
WESTDEUTSCHE LANDESBANK GIROZENTRALE,
NEW YORK BRANCH,
as a Lender
By: /s/ Duncan M. Robertson
Name: Duncan M. Robertson
Title: Vice President
By: /s/ Walter T. Duffy III
Name: Walter T. Duffy III
Title: Vice President
SIGNATURE PAGE TO LETTER AGREEMENT BETWEEN
PROTECTION ONE ALARM MONITORING, INC.,
BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT,
THE SYNDICATION AGENT DEFINED THEREIN,
THE DOCUMENTATION AGENT DEFINED THEREIN, AND
THE LENDERS DEFINED THEREIN
BANK ONE, NA (formerly known as THE FIRST
NATIONAL BANK OF CHICAGO), as a Lender
By: /s/ Mary Lu D. Cramer
Name: Mary Lu D. Cramer
Title: Vice President
SIGNATURE PAGE TO LETTER AGREEMENT BETWEEN
PROTECTION ONE ALARM MONITORING, INC.,
BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT,
THE SYNDICATION AGENT DEFINED THEREIN,
THE DOCUMENTATION AGENT DEFINED THEREIN, AND
THE LENDERS DEFINED THEREIN
UBS AG, STAMFORD BRANCH,
as a Lender
By: /s/ Paul R. Morrison
Name: Paul R. Morrison
Title: Executive Director
By: /s/ Andrew N. Taylor
Name: Andrew N. Taylor
Title: Associate Director
SIGNATURE PAGE TO LETTER AGREEMENT BETWEEN
PROTECTION ONE ALARM MONITORING, INC.,
BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT,
THE SYNDICATION AGENT DEFINED THEREIN,
THE DOCUMENTATION AGENT DEFINED THEREIN, AND
THE LENDERS DEFINED THEREIN
MERITA BANK PLC,
as a Lender
By: /s/ Charles I. Lansdown
Name: Charles I. Lansdown
Title: Senior Vice President
By: /s/ Joseph A. Ciccolini
Name: Joseph A. Ciccolini
Title: Assistant Vice President
SIGNATURE PAGE TO LETTER AGREEMENT BETWEEN
PROTECTION ONE ALARM MONITORING, INC.,
BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT,
THE SYNDICATION AGENT DEFINED THEREIN,
THE DOCUMENTATION AGENT DEFINED THEREIN, AND
THE LENDERS DEFINED THEREIN
GUARANTY FEDERAL BANK, F.S.B.,
as a Lender
By: /s/ Robert S. Hays
Name: Robert S. Hays
Title: Senior Vice President
SIGNATURE PAGE TO LETTER AGREEMENT BETWEEN
PROTECTION ONE ALARM MONITORING, INC.,
BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT,
THE SYNDICATION AGENT DEFINED THEREIN,
THE DOCUMENTATION AGENT DEFINED THEREIN, AND
THE LENDERS DEFINED THEREIN
VIA BANQUE,
as a Lender
By:
Name:
Title:
SIGNATURE PAGE TO LETTER AGREEMENT BETWEEN
PROTECTION ONE ALARM MONITORING, INC.,
BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT,
THE SYNDICATION AGENT DEFINED THEREIN,
THE DOCUMENTATION AGENT DEFINED THEREIN, AND
THE LENDERS DEFINED THEREIN
MERCANTILE BANK NATIONAL ASSOCIATION,
as a Lender
By: /s/ Gail F. Scannell
Name: Gail F. Scannell
Title: Vice President
SIGNATURE PAGE TO LETTER AGREEMENT BETWEEN
PROTECTION ONE ALARM MONITORING, INC.,
BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT,
THE SYNDICATION AGENT DEFINED THEREIN,
THE DOCUMENTATION AGENT DEFINED THEREIN, AND
THE LENDERS DEFINED THEREIN
AGREED TO AND ACCEPTED AS OF THE DATE FIRST WRITTEN ABOVE.
PROTECTION ONE ALARM MONITORING INC., a
Delaware corporation, as Borrower
By: /s/ Anthony D. Somma
Name: Anthony D. Somma
Title: CFO, Secretary & Treasurer
SIGNATURE PAGE TO LETTER AGREEMENT BETWEEN
PROTECTION ONE ALARM MONITORING, INC.,
BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT,
THE SYNDICATION AGENT DEFINED THEREIN,
THE DOCUMENTATION AGENT DEFINED THEREIN, AND
THE LENDERS DEFINED THEREIN
To induce the Credit Parties to enter into this letter, each of the undersigned
(a) consents and agrees to this letter's execution and delivery, (b) ratifies
and confirms that all guaranties, assurances, and Liens, if any, granted,
conveyed, or assigned to the Credit Parties under the Loan Documents are not
released, diminished, impaired, reduced, or otherwise adversely affected by this
letter and continue to guarantee, assure, and secure the full payment and
performance of all present and future Obligation (except to the extent
specifically limited by the terms of such guaranties, assurances, or Liens), (c)
agrees to perform such acts and duly authorize, execute, acknowledge, deliver,
file, and record such additional guaranties, assignments, security agreements,
deeds of trust, mortgages, and other agreements, documents, instruments, and
certificates as the Credit Parties may reasonably deem necessary or appropriate
in order to create, perfect, preserve, and protect those guaranties, assurances,
and Liens, and (d) waives notice of acceptance of this consent and agreement,
which consent and agreement binds the undersigned and its successors and
permitted assigns and inures to the Credit Parties and their respective
successors and permitted assigns.
PROTECTION ONE, INC., a Delaware corporation
By: /s/ Anthony D. Somma
Name: Anthony D. Somma
Title: C.F.O.
COMSEC/NARRAGANSETT SECURITY, INC., a
Delaware corporation
By: /s/ Anthony D. Somma
Name: Anthony D. Somma
Title: Treasurer
NETWORK MULTI-FAMILY SECURITY CORPORATION, a
Delaware corporation
By: /s/ Anthony D. Somma
Name: Anthony D. Somma
Title: Asst. Secretary
PROTECTION ONE INTERNATIONAL, INC., a
Delaware corporation
By: /s/ Anthony D. Somma
Name: Anthony D. Somma
Title: Secretary and Treasurer
PROTECTION ONE INVESTMENTS, INC., a
Delaware corporation
By: /s/ Anthony D. Somma
Name: Anthony D. Somma
Title: Secretary and Treasurer