NOTE
$274,000,000
Topeka, Kansas
March 2, 1998
FOR VALUE RECEIVED, the undersigned Protection One Alarm Monitoring, Inc., a
Delaware corporation (the "Borrower"), hereby promises to pay to the order of
Westar Capital, Inc., 000 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxx, 00000 (the "Lender"),
on June 1, 1998 (the "Maturity Date"), the principal sum of TWO HUNDRED
SEVENTY-FOUR MILLION Dollars ($274,000,000), (the "Principal Amount") in
lawful money of the United States of America in same day funds, and to pay
interest from the date hereof on such principal amount, in like funds, at said
office, at a rate per annum equal to 6.6875% (the "Interest Rate") and payable
on the 1st day of each month, commencing April 1, 1998 and on the Maturity
Date.
The Borrower promises to pay interest, on demand, on any overdue principal
and, to the extent permitted by law, overdue interest from their due dates at
the Interest Rate + 2%.
Interest shall be calculated on the basis of a year of 360 days and actual
days elapsed.
If (i) Borrower shall not pay the Lender the principal or interest when due,
(ii) Borrower shall commence a voluntary case or other proceeding seeking
liquidation, reorganization or other relief with respect to itself or its
debts under any bankruptcy, insolvency or other similar law now or hereafter
in effect, (iii) an involuntary case or other proceeding shall be commenced
against Borrower seeking liquidation, reorganization or other relief with
respect to it or its debts under any bankruptcy, insolvency or other similar
law nor or hereafter in effect, and such involuntary case or other proceeding
shall remain undismissed and unstayed for a period of 60 days or an order for
relief shall be entered against it under the federal bankruptcy laws as now or
hereafter in effect, (iv) Borrower shall make a general assignment for the
benefit of creditors; (v) any indebtedness of Borrower exceeding $1,000,000
for borrowed money shall not be paid when due or shall become due and payable
by acceleration of maturity thereof; or (vi) Borrower shall be dissolved or be
a party to any merger or consolidation in which it is not the survivor without
the written consent of the Lender, then the Principal Amount and all interest
due thereon to the date of payment, as appropriate, shall, unless the Lender
shall otherwise elect, forthwith be due and payable.
Xxxxxxxx agrees to pay on demand all costs and expenses (including fees and
expenses of counsel) incurred by the Lender in connection with the enforcement
of this Note.
The Borrower hereby waives diligence, presentment, demand, protest and notice
of any kind whatsoever. The nonexercise by the holder of any of its rights
hereunder in any particular instance shall not constitute a waiver thereof in
that or any subsequent instance.
THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF
THE STATE OF KANSAS, WITHOUT REGARD TO CHOICE OF LAW PROVISIONS, AND ANY
APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.
PROTECTION ONE ALARM MONITORING, INC.
By: Xxxx X. Xxxxx
Xxxx X. Xxxxx
Executive Vice President
