Exhibit 10.9 FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 13th, 2001 • Westar Industries Inc • Services-miscellaneous business services • Delaware
RIGHTS AGREEMENT ---------------- Rights Agreement, dated as of [ ], 2001 (the "Agreement") between Westar Industries, Inc., a Kansas corporation (the "Company"), and [ ], a [ ] [limited liability company/corporation] (the "Rights Agent"). W I T N E S...Rights Agreement • April 13th, 2001 • Westar Industries Inc • Services-miscellaneous business services • Kansas
Dated as of [ ], 200_ SERVICE AGREEMENT WESTERN RESOURCES, INC. and WESTAR INDUSTRIES, INC.Service Agreement • April 13th, 2001 • Westar Industries Inc • Services-miscellaneous business services • Kansas
SECOND AMENDMENT OF CREDIT AGREEMENT THIS SECOND AMENDMENT OF CREDIT AGREEMENT (this "AMENDMENT") is entered into to be effective as of February 29, 2000, between PROTECTION ONE ALARM MONITORING, INC., a Delaware corporation ("BORROWER"), each of the...Credit Agreement • March 9th, 2000 • Westar Capital Inc • Services-miscellaneous business services
Exhibit 10.8 FORM OF STOCKHOLDER AGREEMENTStockholder Agreement • April 13th, 2001 • Westar Industries Inc • Services-miscellaneous business services • Delaware
RECITALS:Letter Agreement • August 18th, 1997 • Westar Capital Inc • General industrial machinery & equipment, nec • New York
PROTECTION ONE, INC. LETTERHEAD] June 2, 1998 Westar Capital, Inc. 818 South Kansas Avenue Topeka, Kansas 66612-1217 Attn: Ms. Rita A. Sharpe Re: Securities Purchase Agreement for the Sale and Purchase of Common Stock of Protection One, Inc. to Westar...Securities Purchase Agreement • June 5th, 1998 • Westar Capital Inc • Services-miscellaneous business services • Delaware
EXHIBIT A REGISTRATION RIGHTS AGREEMENT Dated as of August 14, 1997Registration Rights Agreement • August 18th, 1997 • Westar Capital Inc • General industrial machinery & equipment, nec • New York
WESTERN RESOURCES, INC.Tax-Sharing Agreement • April 13th, 2001 • Westar Industries Inc • Services-miscellaneous business services
JOINT FILING AGREEMENTJoint Filing Agreement • December 4th, 1997 • Westar Capital Inc • Services-miscellaneous business services
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, $.01 par value, of Protection One, Inc., and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
Exhibit A AMENDMENT TO REGISTRATION RIGHTS AGREEMENT This Amendment dated as of February 23, 1998 between Guardian International, Inc., a Nevada corporation (the "Company"), and Westar Security, Inc., a Kansas corporation (the "Stockholder") to the...Registration Rights Agreement • February 26th, 1998 • Westar Capital Inc • Services-detective, guard & armored car services
EXHIBIT 7Shareholder Agreement • January 10th, 2003 • Westar Industries Inc • Services-miscellaneous business services • Oklahoma
WESTERN RESOURCES, INC. and PROTECTION ONE, INC.Service Agreement • April 13th, 2001 • Westar Industries Inc • Services-miscellaneous business services • Kansas
JOINT FILING AGREEMENTJoint Filing Agreement • March 12th, 2001 • Westar Industries Inc • Services-miscellaneous business services
In accordance with rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, $5.00 par value, of Western Resources, Inc., and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
EXHIBIT 4.12 SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), of January 25, 1999, among Protection One Alarm Monitoring, dated as Inc., a Delaware corporation (the "Company"), Protection One International, Inc., a...Supplemental Indenture • April 13th, 2001 • Westar Industries Inc • Services-miscellaneous business services • New York
WITNESSETH:Tax Disaffiliation Agreement • April 13th, 2001 • Westar Industries Inc • Services-miscellaneous business services • Kansas
STOCK OPTION AGREEMENT, dated as of July 30, 1997 (the "Stock Option Agreement"), between Western Resources, Inc., a Kansas corporation (the "Purchaser"), and Protection One, Inc., a Delaware corporation (the "Company"). WHEREAS, the Purchaser and the...Stock Option Agreement • December 4th, 1997 • Westar Capital Inc • Services-miscellaneous business services • Delaware
STOCK PURCHASE OPTION AGREEMENTStock Purchase Option Agreement • April 13th, 2001 • Westar Industries Inc • Services-miscellaneous business services • New York
Exhibit 2 ASSET ALLOCATION AND SEPARATION AGREEMENTAsset Allocation and Separation Agreement • March 12th, 2001 • Westar Industries Inc • Services-miscellaneous business services • New York
AMENDMENT NO. 2 TO CONTRIBUTION AGREEMENT THIS AMENDMENT NO. 2 dated as of February 29, 2000 (this "Amendment") to the Contribution Agreement, dated as of July 30, 1997 and amended on October 2, 1997 (the "Contribution Agreement"), by and between...Contribution Agreement • March 9th, 2000 • Westar Capital Inc • Services-miscellaneous business services • Delaware
EXHIBIT 10.22 AMENDMENT NO. 1 TO ASSET ALLOCATION AND SEPARATION AGREEMENTAsset Allocation and Separation Agreement • May 18th, 2001 • Westar Industries Inc • Services-miscellaneous business services • New York
CONTRIBUTION AGREEMENTContribution Agreement • December 4th, 1997 • Westar Capital Inc • Services-miscellaneous business services • Delaware
EXHIBIT 10Rights Agreement • January 10th, 2003 • Westar Industries Inc • Services-miscellaneous business services • Missouri
PURCHASE AGREEMENTPurchase Agreement • February 23rd, 2004 • Westar Industries Inc • Services-miscellaneous business services • Delaware
WHEREAS, Seller is the record and beneficial owner of an aggregate of 85,291,497 shares of common stock, par value $0.01 per share (the “Company Common Stock”) of Protection One, Inc., a Delaware corporation (the “Company”) and is the lender under the Revolving Credit Agreement dated as of December 21, 1998 (as renewed, extended, modified and amended from time to time and including all Notes and Guaranties issued or given thereunder), by and among Seller, the Company, as guarantor, Protection One Alarm Monitoring, Inc., a wholly-owned subsidiary of the Company (the “Credit Facility”) and the other Subsidiaries of the Company that have guaranteed the obligations of Protection One Alarm Monitoring, Inc. thereunder;
EX-99.1 WESTAR CAPITAL ASSUMES PROTECTION ONE LENDERS' OBLIGATIONS TOPEKA, Kansas, and CULVER CITY, California, Dec. 17, 1999, Protection One (NYSE:POI) today announced Westar Capital, an unregulated subsidiary of Western Resources (NYSE:WR), has...Credit Facility Agreement • December 23rd, 1999 • Westar Capital Inc • Services-miscellaneous business services
TOPEKA, Kansas, and CULVER CITY, California, Dec. 17, 1999, Protection One (NYSE:POI) today announced Westar Capital, an unregulated subsidiary of Western Resources (NYSE:WR), has acquired the debt and assumed the lenders' obligations under Protection One's revolving credit facility.
AGREEMENTAcquisition Agreement • March 9th, 2000 • Westar Capital Inc • Services-miscellaneous business services • Delaware
ARTICLE IShareholder Agreement • May 18th, 2001 • Westar Industries Inc • Services-miscellaneous business services • Oklahoma
