AGREEMENT AND PLAN OF MERGER By and Among PROTECTION HOLDINGS, LLC, PROTECTION ACQUISITION SUB, INC., and PROTECTION ONE, INC. Dated as of April 26, 2010Merger Agreement • April 26th, 2010 • Protection One Inc • Services-miscellaneous business services • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of April 26, 2010 (this “Agreement”), is made by and among Protection Holdings, LLC, a Delaware limited liability company (“Parent”), Protection Acquisition Sub, Inc., a Delaware corporation and a direct or indirect wholly owned subsidiary of Parent (“Acquisition Sub”), and Protection One, Inc., a Delaware corporation (the “Company”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • April 26th, 2010 • Protection One Inc • Services-miscellaneous business services • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of April 26, 2010, is entered into by and among Monarch Alternative Capital LP (“Stockholder”), Protection Holdings, LLC, a Delaware limited liability company (“Parent”) and Protection Acquisition Sub, Inc., a Delaware corporation and a direct and indirect wholly owned subsidiary of Parent (“Acquisition Sub”).
GuarantyGuaranty • April 26th, 2010 • Protection One Inc • Services-miscellaneous business services • Delaware
This Guaranty, dated as of April 26, 2010 (this “Guaranty”), by GTCR Fund IX/A, L.P. (the “Guarantor”) is in favor of Protection One, Inc., a Delaware corporation (the “Company”). Reference is hereby made to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 26, 2010, among the Company, Protection Holdings, LLC, a Delaware limited liability company (“Parent”), and Protection Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.
