POI ACQUISITION, L.L.C. QUADRANGLE MASTER FUNDING LTD

Exhibit 10.1

POI ACQUISITION, L.L.C.

QUADRANGLE MASTER FUNDING LTD

July 26, 2004

Protection One Alarm Monitoring, Inc.

Protection One, Inc.

Network Multi-Family Security Corporation

c/o Protection One, Inc.

000 Xxxxx Xxxxxx Xxxxxx

Xxxxxx, Xxxxxx  00000

Ladies and Gentlemen:

1. We refer to the:  (a) Credit Facility Standstill Agreement, dated as of February 17, 2004 (the “Agreement”), among Protection One Alarm Monitoring, Inc. (“POAM”), Protection One, Inc., (“POI”), Network Multi-Family Security Corporation (“Network”) and POI Acquisition, L.L.C. (“POI Acquisition”); (b) letter from Quadrangle Master Funding Ltd (“Quadrangle”) to POAM, dated February 27, 2004, (i) advising POAM of Quadrangle’s assumption from POI Acquisition of one-third of the obligations under the Credit Facility; and (ii) confirming Quadrangle’s agreement to be bound by the obligations of POI Acquisition set forth in the Agreement; (c) letter from POI Acquisition and Quadrangle to POAM, POI and Network, dated May 17, 2004, amending the term of the Agreement (except as otherwise provided therein); (d) letter from POI Acquisition and Quadrangle to POAM, POI and Network, dated May 24, 2004, further amending the term of the Agreement (except as otherwise provided therein); (e) letter from POI Acquisition and Quadrangle to POAM, POI and Network, dated May 28, 2004, further amending the term of the Agreement (except as otherwise provided therein); and (f) letter from POI Acquisition and Quadrangle to POAM, POI and Network, dated June 28, 2004, further amending the terms of the Agreement (except as otherwise provided therein) (the “Fourth Letter Agreement”).  Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.

2. Pursuant to section 3 of the Agreement, the Agreement shall terminate and be of no further force and effect on the Debt Specified Date (which currently, under clause (i) of section 3 of the Agreement, as amended by the Fourth Letter Agreement, is 11:59 p.m. prevailing Eastern Time on July 26, 2004).  By this letter agreement and at your request, we hereby agree to further amend the definition of the Outside Date to mean 11:59 p.m. prevailing Eastern time on the date that is 168 days after the Effective Time (the period beginning with the Effective Time and continuing through and including the Outside Date, the “Outside Standstill Period”).  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 any party hereto, unless POI Acquisition and Quadrangle deliver written notice of non-extension to POI pursuant to Paragraph 4 of this letter agreement on July 30, 2004, August 6, 2004 or August 13, 2004.  Under no circumstance shall the Outside Standstill Period exceed 189 days pursuant to the terms of this letter agreement.  This letter agreement shall not apply to section 5 of the 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, (a) in the event that POI Acquisition and Quadrangle deliver 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; and (b) nothing herein shall constitute an amendment or waiver of the termination provisions of clause (ii) of section 3 of the Agreement.

4. Any written notice to be given pursuant to this letter agreement by POI Acquisition and Quadrangle shall be sufficiently given if sent by overnight delivery service or by facsimile transmission, with receipt confirmed, as follows:

Protection One, Inc.
0000 X. Xxxx Xxxxxxxxx Xxxxxxx
Xxxxxx, Xxxxx, 00000
Attn: J. Xxxx Xxxxxxx, General Counsel
Facsimile: (000) 000-0000

with a copy to:

Xxxxxxxx & Xxxxx LLP
000 X. Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxx Xxxxx
Facsimile: (000) 000-0000

5. 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,
POI ACQUISITION, L.L.C.
By:	/s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title:
QUADRANGLE MASTER FUNDING LTD
By:	/s/ Xxxxxxx Xxxxxxxxx
Name: Xxxxxxx Xxxxxxxxx
Title:

Agreed as of the date first written above:
PROTECTION ONE ALARM MONITORING, INC.
By:	/s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President and Chief Financial Officer
PROTECTION ONE, INC.
By:	/s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President and Chief Financial Officer
NETWORK MULTI-FAMILY SECURITY CORPORATION
By:	/s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: President