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EXHIBIT 4.11
AMENDED AND RESTATED STOCK PLEDGE AGREEMENT
This AMENDED AND RESTATED STOCK PLEDGE AGREEMENT ("Agreement")
is dated as of June 7, 1996, by and between PROTECTION ONE, INC., a Delaware
corporation ("Pledgor"), having an office at 3900 S.W. Murray Boulevard,
Beaverton, Oregon 97005 and HELLER FINANCIAL, INC., a Delaware corporation,
individually and as agent ("Agent") for the other Lenders under the Credit
Agreement (as hereinafter defined), having an office at 500 West Monroe Street,
Chicago, Illinois 60661.
WHEREAS, Pledgor is the legal and beneficial owner of one
hundred percent (100%) of the issued and outstanding capital stock of Protection
One Alarm Monitoring, Inc., a Delaware corporation ("Borrower"), all of which
stock is described on Exhibit A;
WHEREAS, Borrower has entered into that certain Amended and
Restated Credit Agreement dated as of the date hereof (as the same may hereafter
be amended, supplemented or otherwise modified from time to time, the "Credit
Agreement") with Agent and the other Lenders named therein;
WHEREAS, the Pledgor has entered into that certain Amended and
Restated Guaranty dated as of the date hereof with the Agent (the "Guaranty"),
pursuant to which the Pledgor guarantees the Obligations (as defined in the
Credit Agreement) of the Borrower under the Credit Agreement;
WHEREAS, the Borrower has received, and may hereafter receive,
loans and other financial accommodations from Agent under the Credit Agreement,
as a result of which it has incurred, and will hereafter, incur, Obligations (as
hereinafter defined) to the Agent;
WHEREAS, Pledgor acknowledges that, as the sole stockholder of
the Borrower, it will receive substantial direct and indirect benefit by reason
of the making of loans and other financial accommodations to the Borrower as
provided in the Credit Agreement, and it will be to Pledgor's direct interest
and economic benefit to assist the Borrower in procuring such financial
accommodations from Agent and to induce Agent to make such financial
accommodations; and
WHEREAS, Pledgor wishes to grant further security and
assurance to Agent in order to secure the performance by Pledgor of its
obligations under the Guaranty and by the Borrower of its Obligations under the
Credit Agreement and to that effect to pledge to Agent all of the present and
future capital stock of the Borrower owned by Pledgor;
NOW, THEREFORE, in consideration of the premises and in order
to induce Agent to make the loans under the Credit Agreement and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Pledgor hereby agrees with Agent as follows:
1. Defined Terms. Unless otherwise defined herein, all
capitalized terms used herein shall have the meanings ascribed thereto in the
Credit Agreement. Terms defined in the Illinois Uniform Commercial Code which
are not otherwise defined in this Agreement or in the Credit Agreement are used
in this Agreement as defined in the Illinois Uniform Commercial Code as in
effect on the date hereof
2. Pledge. Pledgor hereby pledges, assigns, hypothecates,
transfers, delivers and grants to Agent, for the benefit of the Lenders, a first
Lien on all of the capital stock of the Borrower (collectively, the "Pledged
Shares"), all other property hereafter delivered to Pledgor in substitution for
or in addition to the Pledged Shares and in all proceeds thereof, and any other
property of Pledgor, as described in Section 4 or,otherwise, now or hereafter
delivered to, or in the possession or in the custody of, Agent and any and all
proceeds thereof as collateral security for: (a) the prompt and complete payment
when due (whether at the stated maturity, by acceleration or otherwise) of all
the Obligations of the Borrower regardless of whether the Credit Agreement shall
have terminated; and (b) the due and punctual payment and performance by Pledgor
of its obligations and liabilities under, arising out of or in connection with
the Holdings Guaranty and this Agreement (all of the foregoing being referred to
hereinafter, collectively, as the "Liabilities"). All of the Pledged Shares are
presently represented by the stock certificates listed on Exhibit A, which stock
certificates, with undated stock powers duly executed in blank by Pledgor, are
being delivered to Agent simultaneously
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herewith. Agent shall maintain possession and custody of the certificates
representing the Pledged Shares and shall return the Pledged Shares in
accordance with Section 5.
3. Representations and Warranties of Pledgor. Pledgor
represents and warrants to Agent that:
(a) With respect to the Borrower, Exhibit B sets
forth (i) its authorized capital stock, and (ii) the number of shares
of its capital stock that are issued and outstanding as of the date
hereof and the number of its shares of capital stock held in its
treasury. Pledgor is the record and beneficial owner of, and has good
and marketable title to, the Pledged Shares, and such shares are and
will remain free and clear of all Liens and other restrictions
whatsoever (other than restrictions arising out of federal and state
securities laws), except the Liens created by this Agreement;
(b) Pledgor has full power, authority and legal right
to execute the pledge provided for herein and to pledge the Pledged
Shares to Agent;
(c) this Agreement has been executed and delivered by
Pledgor and constitutes a legal, valid and binding obligation of
Pledgor enforceable in accordance with its terms;
(d) there are no outstanding options, warrants or
other agreements with respect to the Pledged Shares and there are no
outstanding options;
(e) the Pledged Shares have been duly and validly
authorized and issued, are fully paid and non-assessable and represent
one hundred percent (1000/o) of the issued and outstanding shares of
capital stock of the Borrower; and
(f) no consent, approval or authorization of or
designation or filing with any authority on the part of Pledgor is
required in connection with the pledge and security interest granted
under this Agreement;
(g) the execution, delivery and performance of this
Agreement will not violate any provision of any applicable law or
regulation or of any order, judgment, writ, award or decree of any
court, arbitrator or governmental authority, domestic or foreign, or of
the charter or by-laws of Pledgor or the Borrower or of any securities
issued by. Pledgor or the Borrower or of any mortgage, indenture,
lease, contract, or other agreement, instrument or undertaking to which
Pledgor or the Borrower is a party or which is binding upon Pledgor or
the Borrower or upon any of their respective assets, and will not
result in the creation or imposition of any lien, charge or encumbrance
on or security interest in any of the assets of Pledgor or the Borrower
except as contemplated by this Agreement, and
(h) the pledge, assignment and delivery of such
Pledged Shares pursuant to this Agreement creates a valid and first
lien on and a first perfected security interest in such Pledged Shares
and the proceeds thereof in favor of Agent, on behalf of the Lenders,
subject to no prior pledge, lien, mortgage, hypothecation, security
interest, charge, option or encumbrance or to any agreement purporting
to grant to any third party a security interest in the property or
assets of Pledgor which would include the Pledged Shares. Pledgor
covenants and agrees that it will defend Agent's, on behalf of the
Lenders, right, title and security interest in and to the Pledged
Shares and the proceeds thereof against the claims and demands of all
persons whomsoever.
4. Stock Dividends, Distributions. etc. If, while this
Agreement is in effect, Pledgor shall become entitled to receive or shall
receive any stock certificate (including, without.limitation, any certificate
representing a stock dividend or a stock distribution in connection with any
reclassification, increase or reduction of capital, or issued in connection with
any reorganization), or any options or rights, whether as an addition to, in
substitution for, or in exchange for any of the Pledged Shares, or otherwise,
Pledgor agrees to
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accept the same as Agent's agent and to hold the same in trust for Agent, and to
deliver the same forthwith to Agent in the exact form received, with the
endorsement of Pledgor. when necessary and/or appropriate pursuant to undated
stock powers duly executed in blank, to be held by Agent subject to the terms
hereof, as additional collateral security for the Liabilities. In case any
distribution of capital shall be made on or in respect of the Pledged Shares or
any property shall be distributed upon or with respect to the Pledged Shares
pursuant to the recapitalization or reclassification of the capital of the
issuer thereof or pursuant to the reorganization thereof, the property so
distributed shall be delivered to Agent to be held by it, for the benefit of the
Lenders, as additional collateral security for the Liabilities. All sums of
money and property so paid or distributed in respect of the Pledged Shares which
are received by Pledgor shall, until paid or delivered to Agent, be held by
Pledgor in trust as additional collateral security for the Liabilities.
5. Administration of Security. The following provisions shall
govern the administration of the Pledged Shares:
(a) So long as no Event of Default has occurred and is
continuing, Pledgor shall be entitled (subject to the other provisions hereof,
including, without limitation, Section 8) (i) to vote or consent with respect to
the Pledged Shares and otherwise exercise the incidents of ownership thereof in
any manner not inconsistent with this Agreement, the Credit Agreement, the
Notes, the Loan Documents or any other document or instrument delivered or to be
delivered pursuant to or in connection with the Credit Agreement, and (ii) to
receive cash dividends or other distributions in the ordinary course made in
respect of the Pledged Shares. Pledgor hereby grants to Agent or its nominee an
irrevocable proxy to exercise all voting and corporate rights relating to the
Pledged Shares in any instance, including, without limitation, to approve any
merger involving the Borrower as a constituent corporation, which proxy shall be
effective immediately upon the occurrence of an Event of Default. After the
occurrence and during the continuance of an Event of Default and upon the
request of Agent, Pledgor agrees to deliver to Agent such further evidence of
such irrevocable proxy or such further irrevocable proxies to vote the Pledged
Shares as Agent may request;
(b) Upon the occurrence and during the continuance of an Event
of Default, in the event that Pledgor, as record and beneficial owner of the
Pledged Shares, shall receive or shall have become entitled to receive, any cash
dividends or other distributions in the ordinary course, Pledgor shall deliver
to Agent, and Agent shall be entitled to receive and retain, all such cash or
other distributions as additional security for the Liabilities, and
(c) Subject to any sale or other disposition by Agent of the
Pledged Shares or other property pursuant to this Agreement, upon full payment,
satisfaction and termination of all of the Liabilities and the termination
pursuant to Section 15 of the Liens hereby granted, the Pledged Shares and any
other property then held as part of the Pledged Shares in accordance with the
provisions of this Agreement shall be returned to Pledgor.
6. Rights of Agent. Agent shall not be liable for failure to
collect or realize upon the Obligations or any collateral security or guaranty
therefor, or any part thereof, or for any delay in so doing, nor shall Agent be
under any obligation to take any action whatsoever with regard thereto. Any or
all of the Pledged Shares held by Agent hereunder may, if an Event of Default
has occurred and is continuing, without notice, be registered in the name of
Agent or its nominee and Agent or its nominee may thereafter without notice
exercise all voting and corporate rights at any meeting with respect to the
Borrower and exercise any and all rights of conversion, exchange, subscription
or any other rights, privileges or options pertaining to any of the Pledged
Shares as if it were the absolute owner thereof, including, without limitation,
the right to vote in favor of, and to exchange at its discretion any and all of
the Pledged Shares upon, the merger, consolidation, reorganization,
recapitalization or other readjustment with respect to the Borrower or upon the
exercise by Agent or the Borrower of any right, privilege or option pertaining
to any of the Pledged Shares, and in connection therewith, to deposit and
deliver any and all of the Pledged Shares with any committee, depositary,
transfer agent, registrar or other designated agency upon such terms and
conditions as Agent may determine, all without liability except to account for
property actually received by Agent, but Agent shall have no duty to
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exercise any of the aforesaid rights, privileges or options and shall not be
responsible for any failure to do so or delay in so doing.
7. Remedies. Upon the occurrence and during the continuance of
an Event of Default, Agent without demand of performance or other demand,
advertisement or notice of any kind (except the notice specified below of time
and place of public or private sale) to or upon Pledgor or any other Person (all
and each of which demands, advertisements and/or notices are hereby expressly
waived), may forthwith collect, receive, appropriate and realize upon the
Pledged Shares, or any part thereof, and/or may forthwith sell, assign, give an
option or options to purchase, contract to sell or otherwise dispose of
(including the disposition by merger) and deliver such Pledged Shares, or any
part thereof, in one or more portions at public or private sale or sales or
transactions, at any exchange, broker's board or at any of Agent's offices or
elsewhere upon such terms and conditions as Agent may deem advisable and at such
prices as it may deem best, for any combination of cash and/or securities or
other property or on credit or for future delivery without assumption of any
credit risk, with the right to Agent upon any such sale or sales, public or
private, to purchase the whole or any part of such Pledged Shares so sold, free
of any fight or equity of redemption in Pledgor, which right or equity is hereby
expressly waived or released. Agent shall apply the net proceeds of any such
collection, recovery, receipt, appropriation, realization, sale or disposition,
after deducting all reasonable costs and expenses of every kind incurred therein
or incidental to the safekeeping or otherwise of any and all of the Pledged
Shares or in any way relating to the rights of Agent hereunder, including
reasonable attorneys' fees and legal expenses, first to the payment, in whole or
in part, of the Obligations incurred under or pursuant to the Credit Agreement
in such order (unless a court of competent jurisdiction shall otherwise direct)
as Agent may elect. Only after so paying over such net proceeds and after the
payment by Agent of any other amount required by any provision of law,
including, without limitation, Section 9-504(l)(c) of the Uniform Commercial
Code of the State of Illinois, need Agent account for the surplus, if any, to
the Pledgor. Pledgor agrees that Agent need not give more than ten (I 0) days'
notice of the time and place of any public sale or of the time after which a
private sale or other intended disposition is to take place and that such notice
is reasonable notification of such matters. No notification need be given to
Pledgor if it has signed after default a statement renouncing or modifying any
right to notification of sale or other intended disposition. In addition to the
rights and remedies granted to Agent in this Agreement and in any other
instrument or agreement securing, evidencing or relating to any of the
Obligations or the Liabilities, Agent shall have all the rights and remedies of
a secured party under the Uniform Commercial Code of the State of Illinois and
under any other applicable law. Pledgor further agrees to waive and agrees not
to assert any rights or privileges which it may acquire under Section 9-112 of
the Uniform Commercial Code of the State of Illinois and Pledgor shall be liable
for the deficiency if the proceeds of any sale or other disposition of the
Pledged Shares are insufficient to pay all amounts to which Agent is entitled,
and the fees of any attorneys employed by Agent to collect such deficiency and
any other costs and expenses incurred by Agent.
8. No Disposition, etc. Without the prior written consent of
Agent, Pledgor agrees that it will not sell, assign, transfer, exchange, or
otherwise dispose of, or grant any option with respect to, the Pledged Shares,
nor will Pledgor create, incur or permit to exist any Lien or any other
restriction whatsoever with respect to any of the Pledged Shares, or any
interest therein, or any proceeds thereof, except for the Lien provided for by
this Agreement. Without the prior written consent of Agent, Pledgor agrees that
it will not vote to enable, and will not otherwise permit, the Borrower to (a)
issue any stock or other securities of any nature in addition to or in exchange
or substitution for the Pledged Shares, or (b) except as expressly provided
under the Credit Agreement, dissolve, liquidate, retire any of its capital
stock, reduce its capital or merge or consolidate with any other Person.
9. Sale of Pledged Shares.
(a) Pledgor recognizes that Agent may be unable to effect a
public sale or disposition of any or all the Pledged Shares by reason of certain
prohibitions contained in the Securities Act of 1933, as amended (the "Act"),
and applicable state securities laws, but may be compelled to resort to one or
more private sales or dispositions thereof to a restricted group of purchasers
who will be obliged to agree, among other things, to acquire such securities for
their own account for investment and not with a view to the
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distribution or resale thereof Pledgor acknowledges and agrees that any such
private sale or disposition may result in prices and other terms (including the
terms of any securities or other property received in connection therewith) less
favorable to the seller than if such sale or disposition were a public sale or
disposition and, notwithstanding such circumstances, agrees that any such
private sale or disposition shall be deemed to be reasonable and affected in a
commercially reasonable manner. Agent shall be under no obligation to delay a
sale or disposition of any of the Pledged Shares in order to permit Pledgor or
the Borrower as the case may be, to register such securities for public sale
under the Act, or under applicable state securities laws, even if Pledgor or the
Borrower, as the case may be, would agree to do
(b) Pledgor further agrees to do or cause to be done all such
other acts and things as may be necessary to make such sale or sales or
dispositions of any portion or all of the Pledged Shares valid and binding and
in compliance with any and all applicable laws, regulations, orders, writs,
injunctions, decrees or awards of any and all courts, arbitrators or
governmental instrumentalities, domestic or foreign, having jurisdiction over
any such sale or sales or dispositions, all at Pledgor's expense, provided that
Pledgor shall be under no obligation to take any action to enable any or all of
the Pledged Shares to be registered under the provisions of the Act or to
prepare and file a prospectus in connection therewith or under any comparable
state law. Pledgor further agrees that a breach of any of the covenants
contained in Sections 2, 4, 8, 9 and 10 will cause irreparable injury to Agent,
that Agent has no adequate remedy at law in respect of such breach and, as a
consequence, agrees, without limiting the right of Agent, to seek and obtain
specific performance of other obligations of Pledgor contained in this
Agreement, that each and every covenant above referenced shall be specifically
enforceable against Pledgor, and Pledgor hereby waives and agrees not to assert
any defenses against an action for specific performance of such covenants except
for a defense that no Event of Default has occurred under the Credit Agreement.
(c) Pledgor further agrees to indemnify and hold harmless
Agent, its successors and assigns, its officers, directors, employees and
agents, and any Person in control of any thereof, from and against any loss,
liability, claim, damage and expense, including, without limitation, counsel
fees (in this paragraph collectively called the "Indemnified Liabilities"),
under federal and state securities laws or otherwise insofar as such loss,
liability, claim, damage or expense (i) arises out of or is based upon any
untrue statement or alleged untrue statement by Pledgor of a material fact
contained in any registration statement, prospectus or offering memorandum or in
any preliminary prospectus or preliminary offering memorandum or in any
amendment or supplement to any of the foregoing or in any other writing prepared
in connection with the offer, sale or resale of all or any portion of the
Pledged Shares or other Collateral, or (ii) arises out of or is based upon any
omission by Pledgor to state therein a material fact required to be stated or
necessary to make the statements therein not misleading. The obligations of
Pledgor under this clause shall survive any termination of this Agreement.
10. Further Assurances. Pledgor agrees that at any time, and
from time to time, upon the written request of Agent. Pledgor will execute and
deliver all stock powers, financing statements and such further documents and do
such further acts and things as Agent may reasonably request consistent with the
provisions hereof in order to effect the purposes of this Agreement.
11. Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.
12. No Waiver Cumulative Remedies. Agent shall not by any act,
delay, omission or otherwise be deemed to have waived any of its remedies
hereunder, and no waiver by Agent shall be valid unless in writing and signed by
Agent and then only to the extent therein set forth. A waiver by Agent of any
right or remedy hereunder on any one occasion shall not be construed as a bar to
any right or remedy which Agent would otherwise have on any further occasion. No
course of dealing between Pledgor and Agent and no failure to exercise, nor any
delay in exercising on the part of Agent, any right, power or privilege
hereunder or under the Credit Agreement shall impair such right or remedy or
operate as a waiver thereof, nor shall any
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single or partial exercise of any right, power or privilege hereunder preclude
any other or further exercise thereof or the exercise of any other right, power
or privilege. The rights and remedies herein provided are cumulative and may be
exercised singly or concurrently, and are not exclusive of any rights or
remedies provided by law.
13. Successors and Assigns.
(a) This Agreement shall inure to the benefit of the
successors and assigns of the Agent and shall be binding upon the heirs,
executors, administrators, legal representatives, successors and assigns of the
Pledgor.
(b) Should the Agent at any time assign any of its rights
under the other Loan Documents, the Agent may assign its rights under this
Agreement, and may deliver the Pledged Shares or any portion thereof to the
assignee who shall thereupon, to the extent provided in the instrument of
assignment, have all of the rights of the Agent hereunder with respect to the
Pledged Shares and the Agent shall, thereafter, be fully discharged from any
responsibility with respect to the Pledged Shares so delivered to such assignee.
No such assignment, however, shall relieve such assignee of those duties and
obligations of the Agent specified hereunder.
14. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS, WITHOUT
REGARD TO CONFLICT OF LAWS PROVISIONS, OF THE STATE OF ILLINOIS.
15. Termination. This Agreement and the Liens granted
hereunder shall terminate upon full and complete performance and satisfaction of
the Liabilities.
16. Possession of Pledged Shares. Beyond the exercise of
reasonable care to assure the safe custody of the Pledged Shares in the physical
possession of Agent pursuant hereto, neither Agent nor any nominee of Agent
shall have any duty or liability to collect any sums due in respect thereof or
to protect, preserve or exercise any rights pertaining thereto, and shall be
relieved of all responsibility for the Pledged Shares upon surrendering them to
Pledgor.
17. Survival of Represent. All representations and warranties
of Pledgor contained in this Agreement shall survive the execution and delivery
of this Agreement.
18. Taxes and Expenses. Pledgor will upon demand Pay to Agent
(a) any taxes (excluding income taxes, franchise taxes or other taxes levied on
gross earnings, profits or the like) payable or ruled payable by any federal or
state authority in respect of this Agreement, together with interest and
penalties, if any, and (b) all reasonable expenses, including the reasonable
fees and expenses of counsel for Agent and of any experts and agents, that Agent
may incur connection with (i) the administration of this Agreement, (ii) the
custody or preservation of, or the sale of, collection from, or other
realization upon, any of the Pledged Shares, (iii) the exercise or enforcement
of any of the rights of Agent hereunder, or (iv) the failure of Pledgor to
perform or observe any of the provisions hereof
19. Agent Appointed Attorney-In-Fact. Pledgor hereby
irrevocably appoints Agent as Pledgor's attorney-in-fact, effective upon the
occurrence and during the continuance of an Event of Default, with full
authority in the place and stead of Pledgor and in the name of Pledgor or
otherwise, from time to time in Agent's discretion, to take any action and to
execute any instrument that Agent deems reasonably necessary or advisable to
accomplish the purposes of this Agreement, including, without limitation, to
receive, endorse and collect all instruments made payable to Pledgor
representing any dividend, interest payment or other distribution in respect of
the Pledged Shares or any part thereof and to give full discharge for the same,
when and to the extent permitted by this Agreement.
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20. Notices. Unless otherwise specifically provided herein,
any notice or other communication required or permitted to be given shall be in
writing addressed to the respective party as set forth below and may be
personally served, telecopied or sent by a reputable overnight courier service
and shall be deemed to have been given: (a) if delivered in person, when
delivered; (b) if delivered by telecopy, on the date of transmission if
transmitted on a Business Day before 4:00 P. M. (Chicago, Illinois time) (but
only if such telecopied document is also delivered by another method permitted
by this Agreement by the next Business Day) or, if not, on the next succeeding
Business Day; or (c) if delivered by reputable overnight courier, the day such
delivery is made by such courier.
Notices shall be addressed as follows:
(a) If to Pledgor:
Protection One, Inc.
3900 S.W. Murray Boulevard
Beaverton, Oregon 97005
Attn: John W. Hesse, Executive Vice President
With a copy to:
Protection One, Inc.
6011 Bristol Parkway
Culver City, Los Angeles, California 90230
Attn: James W. MacKenzie, Jr., President
(b) If to Agent:
Heller Financial, Inc.
500 West Monroe Street
Chicago, IL 60661
Attn: Portfolio Manager
Portfolio Organization
Corporate Finance Group
Telecopy: (312) 441-7367
With a copy to:
Heller Financial, Inc.
500 West Monroe Street
Chicago, IL 60661
Attn: Legal Department
Portfolio Organization
Corporate Finance Group
Telecopy: (312) 441-7367
or in any case, to such other address as the party addressed shall have
previously designated by written notice to the serving party, given in
accordance with this Section 20.
21. CONSENT TO JURISDICTION AND SERVICE OF PROCESS. PLEDGOR
HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT
LOCATED WITHIN THE COUNTY OF COOK, STATE OF ILLINOIS AND IRREVOCABLY AGREES
THAT, SUBJECT TO THE AGENTS ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF
OR RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS. PLEDGOR ACCEPTS
FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY,
THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF
FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT
RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. PLEDGOR HEREBY AGREES THAT
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SERVICE OF PROCESS UPON HIM BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, SHALL
CONSTITUTE SUFFICIENT NOTICE IN ANY COURT OR PROCEEDING. NOTHING HEREIN SHALL
AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL
LIMIT THE RIGHT OF THE AGENT TO BRING PROCEEDINGS AGAINST PLEDGOR IN THE COURTS
OF ANY OTHER JURISDICTION FOR THE PURPOSES OF ENFORCING ITS LIENS.
22. Changes in Writing. No amendment, modification,
termination or waiver of any provision of this Agreement or consent to any
departure by Pledgor therefrom, shall in any event be effective without the
written concurrence of Agent and Pledgor, and then only to the extent
specifically set forth in such writing.
23. Headings. Section headings in this Agreement are included
herein for convenience of reference only and shall not constitute a part of this
Agreement for any other purpose or be given any substantive effect.
24. Counterparts. This Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument and any of the parties hereto may execute this Agreement by
signing any such counterpart.
25. Entire Agreement. This Agreement embodies the entire
agreement and understanding between Pledgor and Agent and supersedes all prior
oral and written agreements and understandings between Pledgor and Agent
relating to the subject matter hereof
26. Effect of Restatement. This Agreement amends, restates and
supersedes that certain Stock Pledge Agreement dated as of November 3, 1993,
between Pledgor and Agent (the "Existing Pledge Agreement"); provided, that (i)
the liens and security interests in favor of Agent for the benefit of Lenders
securing payment of the Liabilities are in all respects continuing and in full
force and effect with respect to all Liabilities and (ii) all references in the
other Loan Documents to the Existing Pledge Agreement shall be deemed to refer
without amendment to this Agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered individually or by their duly
authorized officers as of the date first above written.
PROTECTION ONE, INC., a Delaware corporation
By: JOHN W. HESSE
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Its: Executive Vice President
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HELLER FINANCIAL, INC., a Delaware
corporation, individually and as Agent for
the Lenders
By: TIMOTHY CANON
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Its: Vice President
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