AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • April 6th, 2007 • Protection One Alarm Monitoring Inc • Services-miscellaneous business services • New York
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, dated as of April 2, 2007, by and among Quadrangle Master Funding Ltd, a Cayman Islands exempted company incorporated with limited liability (“QMFL” and together with QDRF Master Ltd, a Cayman Islands exempted company incorporated with limited liability, Quadrangle Debt Opportunities Fund Master Ltd, a Cayman Islands exempted company incorporated with limited liability and any other Affiliates that receive Common Shares in a Permitted Transfer (as defined below), “QDRF”), POI Acquisition, LLC, a Delaware limited liability company (together with any of its Affiliates that receive Common Shares in a Permitted Transfer, “POI Acquisition”), and Protection One, Inc., a Delaware corporation (the “Company”). Each of QDRF and POI Acquisition is referred to individually as a “Stockholder” and, collectively, as the “Stockholders”.
NOTES SECURITY AGREEMENTNotes Security Agreement • April 6th, 2007 • Protection One Alarm Monitoring Inc • Services-miscellaneous business services • New York
THIS NOTES SECURITY AGREEMENT (this “Agreement”), dated as of April 2, 2007, made by each of the signatories hereto as Debtors (together with any other entity that may become a party hereto as provided herein, the “Debtors”), in favor of Wells Fargo Bank, N.A., as collateral trustee (in such capacity, the “Collateral Trustee”) for the benefit of the Secured Parties (as defined below).
PLEDGE AGREEMENTPledge Agreement • April 6th, 2007 • Protection One Alarm Monitoring Inc • Services-miscellaneous business services • New York
THIS PLEDGE AGREEMENT (this “Agreement”), dated April 2, 2007, is made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Pledgors”), and WELLS FARGO BANK, N.A., in its capacity as collateral trustee for the Secured Parties (as defined below) (in such capacity, the “Collateral Trustee”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • April 6th, 2007 • Protection One Alarm Monitoring Inc • Services-miscellaneous business services • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 2, 2007, by and among Integrated Alarm Services Group, Inc. (the “Company”), the guarantors identified on the signature pages hereto and Wells Fargo Bank, N.A., as trustee (the “Indenture Trustee”). All capitalized terms used herein without definition herein shall have the meanings ascribed thereto in the Indenture (as defined).
INTERCREDITOR AGREEMENTIntercreditor Agreement • April 6th, 2007 • Protection One Alarm Monitoring Inc • Services-miscellaneous business services • New York
This INTERCREDITOR AGREEMENT (“Agreement”), is dated as of April 2, 2007, and entered into by and among BEAR STEARNS CORPORATE LENDING INC. (“BSCL”), in its capacity as administrative agent for the First Lien Obligations (as defined below) (and including its successors and assigns from time to time, the “First Lien Agent”), WELLS FARGO BANK, N.A., in its capacity as trustee for the Second Lien Obligations (as defined below) (and including its successors and assigns from time to time, the “Second Lien Trustee”), PROTECTION ONE ALARM MONITORING, INC., a Delaware corporation (the “Company”), and PROTECTION ONE, INC. (“Holdings”). Capitalized terms used in this Agreement have the meanings set forth in Section 1 below.
12% SENIOR SECURED NOTES DUE 2011Protection One • April 6th, 2007 • Protection One Alarm Monitoring Inc • Services-miscellaneous business services • New York
INDENTURE, dated as of April 2, 2007, among Protection One Alarm Monitoring, Inc., a Delaware corporation, Protection One, Inc., a Delaware corporation, the Subsidiary Guarantors (as defined herein) and Wells Fargo Bank, N.A., a national banking association, as trustee. The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its 12% Senior Secured Notes due 2011 to be issued as provided in this Indenture. All things necessary to make this Indenture a valid agreement of the Company and Parent Guarantor, in accordance with its terms, have been done.
PROTECTION ONE ALARM MONITORING, INC. (a Delaware corporation) 12% Senior Secured Notes due 2011 REGISTRATION RIGHTS AGREEMENT April 2, 2007Registration Rights Agreement • April 6th, 2007 • Protection One Alarm Monitoring Inc • Services-miscellaneous business services • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of April 2, 2007, among Protection One Alarm Monitoring, Inc., a Delaware corporation (the “Company”) and each of the undersigned holders (each, a “Consenting Holder” and, together, the “Consenting Holders”) of the Old Notes (as defined below).
