8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 8-K

Current Report Pursuant

to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report	April 2, 2007
(Date of earliest event reported)

	Protection One Alarm
Protection One, Inc.	Monitoring, Inc.
(Exact Name of Registrant	(Exact Name of Registrant
as Specified in Charter)	as Specified in Charter)
Delaware	Delaware
(State or Other Jurisdiction	(State or Other Jurisdiction
of Incorporation)	of Incorporation)
1-12181-01	1-12181
(Commission File Number)	(Commission File Number)
93-1063818	93-1065479
(I.R.S. Employer	(I.R.S. Employer
Identification No.)	Identification No.)
1035 N. 3rd St.	1035 N. 3rd St.
Suite 101	Suite 101
Lawrence, Kansas 66044	Lawrence, Kansas 66044
(Address of Principal Executive	(Address of Principal Executive
Offices, Including Zip Code)	Offices, Including Zip Code)
(785) 856-5500	(785) 856-5500
(Registrant’s Telephone Number,	(Registrant’s Telephone Number,
Including Area Code)	Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchage Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On April 2, 2007, in connection with the completion of the Merger described in Item 2.01 below, Protection One, Inc. (the “Company”) amended and restated its Stockholders Agreement (as amended and restated, the “Stockholders Agreement”) with affiliates of the Company’s majority stockholder, Quadrangle Group LLC (“Quadrangle”).  Pursuant to the Stockholders Agreement, the parties thereto are generally required, among other things, to use their reasonable best efforts to cause the Company’s board of directors to consist of nine members, including the Company’s President and Chief Executive Officer, Richard Ginsburg, five members designated by Quadrangle, two members designated pursuant to the Merger Agreement (defined below) for a period of not less than two years and one independent director selected by a majority of the eight other directors.  The Stockholders Agreement also contains the requirements for establishing a quorum of the Company’s board of directors.

The foregoing description of the material terms of the Stockholders Agreement is qualified by reference to the Stockholders Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

The descriptions of the Supplemental Indenture, the POAMI Indenture, the Registration Rights Agreement, the Security Agreement, the Pledge Agreement and the Intercreditor Agreement (each as defined below), which are included in Item 2.03 below, are incorporated by reference into this Item 1.01.

Item 1.02 Termination of a Material Definitive Agreement.

On April 2, 2007, in connection with the completion of the Merger, the Company terminated its management agreements, each dated April 18, 2005, with Quadrangle Advisors LLC (“QA”) and Quadrangle Debt Recovery Advisors LLC (“QDRA”), affiliates of the Company’s majority stockholder, Quadrangle, regarding business and financial advisory services provided by such parties to the Company.  The Company paid QA $250,000 and QDRA $125,000 in connection with such terminations, representing the second quarterly installments of the 2007 annual fees due to QA and QDRA under the management agreements.  Pursuant to the terms of the management agreements, the Company also paid QA and QDRA transaction fees aggregating approximately $1.9 million, or 1% of the aggregate value of the Merger.

Item 2.01 Completion of Acquisition.

On April 2, 2007, the merger (the “Merger”) of Tara Acquisition Corp. (“Merger Sub”), a wholly owned subsidiary of the Company, with and into Integrated Alarm Services Group, Inc. (“IASG”) was completed in accordance with the Agreement and Plan of Merger, dated as of December 20, 2006, among Merger Sub, the Company and IASG (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, each outstanding share of IASG common stock was converted into the right to receive 0.29 share of the Company’s common stock.  Upon the closing of the Merger, IASG became a wholly owned subsidiary of the Company.

In connection with the Merger, the Company’s common stock was approved for listing on the Nasdaq Stock Market LLC (the “Nasdaq”) and now  trades under the symbol “PONE.”

IASG’s common stock, which traded under the symbol “IASG” prior to the completion of the Merger, has ceased trading on, and was delisted from, the Nasdaq.

The foregoing descriptions of the Merger and Merger Agreement are qualified by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s current report on Form 8-K filed December 21, 2006.

On April 2, 2007, the Company issued a press release announcing the completion of the Merger.  A copy of the press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation.

On April 2, 2007, Protection One Alarm Monitoring, Inc. (“POAMI”) completed an exchange offer (the “Exchange Offer”) for up to $125 million aggregate principal amount of the IASG 12% Senior Secured Notes due 2011 (the “IASG Notes”).  Pursuant to the terms of the Exchange Offer, validly tendered IASG Notes were exchanged for a new series of notes issued by POAMI (the “POAMI Notes”). Of the $125 million aggregate principal amount of IASG Notes outstanding, approximately $115.3 million were tendered for exchange.  In connection with the Exchange Offer, IASG solicited consents for amendments to and waivers of certain provisions under the indenture governing the IASG Notes (the “IASG Indenture”).  Such amendments and waivers were approved and are set forth in the First Supplemental Indenture, dated as of April 2, 2007, among IASG, the guarantors named therein and Wells Fargo Bank, N.A., as trustee (the “Trustee”) (the “Supplemental Indenture”).

Upon the completion of the Exchange Offer, IASG Notes that were not tendered for exchange were called for redemption effective as of May 2, 2007.  In connection with the redemption of the outstanding IASG Notes, on April 2, 2007, IASG deposited redemption proceeds with the trustee for such IASG Notes and thereby satisfied and discharged its and the guarantors’ obligations under the IASG Indenture and the Supplemental Indenture.

The POAMI Notes are governed by an indenture, dated as of April 2, 2007, among the Company, POAMI, the other guarantors named therein (together with the Company, the “Guarantors”) and the Trustee (the “POAMI Indenture”).  The POAMI Notes mature on the same date (November 15, 2011) and were issued in the same principal amount (approximately $115.3 million) as the IASG Notes for which they were exchanged.  Interest on the POAMI Notes accrues from the last interest payment date on which interest was paid on the IASG Notes.  The POAMI Notes initially bear interest at the rate of 13% per annum, payable semiannually on May 15 and November 15 of each year, commencing on May 15, 2007.  Pursuant to the terms of the Registration Rights Agreement, dated as of April 2, 2007, among POAMI and certain holders of the POAMI Notes (the “Registration Rights Agreement”), following the consummation of a registered exchange offer pursuant to which the POAMI Notes are exchanged for notes that are registered with the Securities and Exchange Commission (the “SEC”), the POAMI Notes will bear interest at the rate of 12% per annum.

The POAMI Notes, which rank equally with POAMI’s existing and future senior secured indebtedness and any indebtedness incurred under POAMI’s senior credit facility, are jointly and

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severally guaranteed by the Guarantors and secured by second priority liens granted to the Trustee for the benefit of the holders of the POAMI Notes on substantially all of the Company’s and its subsidiaries’ tangible and intangible property.  Such security interests, which are governed by the Notes Security Agreement, dated as of April 2, 2007, among the Company, the Trustee and the other parties named therein (the “Security Agreement”), and the Pledge Agreement, dated as of April 2, 2007, among the Company, the Trustee and the other parties named therein (the “Pledge Agreement”), are junior to the first priority claims held by POAMI’s senior credit facility lenders.  The terms of the relationship between the holders of the first priority liens and the holders of the second priority liens are governed by an Intercreditor Agreement, dated as of April 2, 2007, among Bear Stearns Corporate Lending Inc., as administrative agent, the Trustee, POAMI and the Company (the “Intercreditor Agreement”).

The POAMI Indenture contains covenants that, among other things, limit the Company’s ability and the ability of its restricted subsidiaries to incur additional indebtedness, pay dividends or make other equity distributions, purchase or redeem capital stock, make certain investments, consolidate or merge with or into other companies and enter into transactions with affiliates, subject to certain limitations and exceptions as set forth in the POAMI Indenture.

Upon the occurrence of certain change of control events, each holder of POAMI Notes has the right to require POAMI to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of that holder’s POAMI Notes, and POAMI will offer a payment in cash to such holder equal to 101% of the aggregate principal amount of the POAMI Notes repurchased, plus accrued and unpaid interest and additional interest, if any, to the date of repurchase.

POAMI may redeem the POAMI Notes at any time prior to November 15, 2008 at its option, in whole or in part, at a redemption price equal to the greater of (i) 100% of the principal amount of the POAMI Notes being redeemed; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the POAMI Notes being redeemed on the redemption date (not including any portion of any payments of interest accrued to the redemption date) discounted to the redemption date on a semiannual basis, plus 50 basis points, plus accrued and unpaid interest and additional interest, if any, to the date of redemption.  POAMI may also redeem the POAMI Notes at any time on and after November 15, 2008, in whole or in part, at the redemption prices set forth in the POAMI Indenture, plus accrued and unpaid interest and additional interest, if any, to the date of redemption.

If an event of default occurs under the POAMI Indenture, including, without limitation, a default in the payment when due of principal or interest on the POAMI Notes, failure by the Company or its restricted subsidiaries to comply with any of their agreements in the POAMI Indenture or defaults by the Company or its restricted subsidiaries under certain other agreements evidencing indebtedness, subject, in each case, to applicable cure periods, the Trustee or the holders of at least 25% in principal amount of the POAMI Notes may declare the principal of and accrued but unpaid interest on all the POAMI Notes to be due and payable.

The foregoing descriptions of the material terms of the Exchange Offer, the POAMI Notes, the Supplemental Indenture, the POAMI Indenture, the Registration Rights Agreement, the Security Agreement, the Pledge Agreement and the Intercreditor Agreement are qualified by reference to the Supplemental Indenture, the POAMI Indenture, the Registration Rights

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Agreement, the Security Agreement, the Pledge Agreement and the Intercreditor Agreement, copies of which are filed as Exhibits 4.1-4.3 and 10.2-10.4 hereto and incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders.

The descriptions of the Supplemental Indenture, the POAMI Indenture, the Registration Rights Agreement, the Security Agreement, the Pledge Agreement and the Intercreditor Agreement, which are included in Item 2.03 above, are incorporated by reference into this Item 3.03.

Item 5.02 Election of Directors.

Pursuant to the Merger Agreement, former IASG directors Raymond C. Kubacki and Arlene M. Yocum were appointed to the Company’s board of directors, effective as of April 2, 2007.  Mr. Kubacki, who served as a director of IASG since 2004, will also serve on the Company’s audit committee.  Ms. Yocum served as a director of IASG since 2005.

Also, pursuant to the Stockholders Agreement, Thomas J. Russo, one of Quadrangle’s designees, was appointed to the Company’s board of directors, effective as of April 2, 2007.

As of the date of this current report on Form 8-K, the Company is not aware of any information with respect to the new directors identified herein that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired

The financial statements required by this item are not being filed herewith.  To the extent such information is required by this item, they will be filed with the SEC by amendment to this current report on Form 8-K no later than 71 days after the date on which this current report on Form 8-K is required to be filed.

(b) Pro Forma Financial Information

The pro forma financial information required by this item is not being filed herewith.  To the extent such information is required by this item, it will be filed with the SEC by amendment to this current report on Form 8-K no later than 71 days after the date on which this current report on Form 8-K is required to be filed.

(d) Exhibits

4.1First Supplemental Indenture, dated as of April 2, 2007, among IASG, the guarantors named therein and the Trustee.

4.2Indenture, dated as of April 2, 2007, among the Company, POAMI, the other guarantors named therein and the Trustee.

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4.3Registration Rights Agreement, dated as of April 2, 2007, among POAMI and certain holders of the POAMI Notes.

10.1Amended and Restated Stockholders Agreement, dated as of April 2, 2007, among Quadrangle Master Funding Ltd, POI Acquisition, LLC and the Company.

10.2Notes Security Agreement, dated as of April 2, 2007, among the Company, the Trustee and the other parties named therein.

10.3Pledge Agreement, dated as of April 2, 2007, among the Company, the Trustee and the other parties named therein.

10.4Intercreditor Agreement, dated as of April 2, 2007, among Bear Stearns Corporate Lending Inc., as administrative agent, the Trustee, POAMI and the Company.

99.1Press release, dated April 2, 2007.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PROTECTION ONE, INC.
Date: April 6, 2007	By: /s/ Darius G. Nevin
	Name: Darius G. Nevin
	Title: Executive Vice President and
	Chief Financial Officer
	PROTECTION ONE ALARM
	MONITORING, INC.
Date: April 6, 2007	By: /s/ Darius G. Nevin
	Name: Darius G. Nevin
	Title: Executive Vice President and
	Chief Financial Officer

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EX-4.1

Exhibit 4.1

FIRST SUPPLEMENTAL INDENTURE

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).

W I T N E S S E T H:

WHEREAS, the Company issued and sold those certain 12% Senior Secured  Notes due 2011 (the “Notes”), which Notes are guaranteed by the Subsidiary Guarantors named therein, pursuant to that certain indenture (the “Indenture”), dated as of November 16, 2004, by and among the Company, the Subsidiary Guarantors and the Indenture Trustee;

WHEREAS, Section 9.02 of the Indenture authorizes the Company, the Subsidiary Guarantors and the Indenture Trustee, with the consent of the holders of at least a majority in aggregate principal amount of the Notes then outstanding, to amend the Indenture, and any past default or compliance with any provisions of the Indenture may also be waived;

WHEREAS, in connection with the consent solicitation conducted by the Company for consents to amend and waive certain provisions of the Indenture, holders of approximately 92% of the aggregate principal amount of the Notes (the “Consenting Holders”), in accordance with Section 9.02 of the Indenture, have consented to certain amendments and waivers to the terms of the Indenture as set forth in this Supplemental Indenture; and

WHEREAS, the Company, by appropriate corporate action, has determined to amend the provisions of the Indenture in the manner described herein and has taken all acts and proceedings required by law, by the Indenture, and by its governing documents necessary to duly authorize, execute and deliver this Supplemental Indenture and to constitute this Supplemental Indenture a legal, valid and binding agreement of the Company enforceable against the Company in accordance with the terms herein.

NOW, THEREFORE, the parties hereto agree as follows:

Section 1.1.            Amendment of Section 4.03.  Section 4.03 of the Indenture is hereby amended by deleting the existing section in its entirety.

Section 1.2.            Amendment of Section 4.07.  Section 4.07 of the Indenture is hereby amended by deleting the existing section in its entirety.

Section 1.3.            Amendment of Section 4.08.  Section 4.08 of the Indenture is hereby amended by deleting the existing section in its entirety.

Section 1.4.            Amendment of Section 4.09.  Section 4.09 of the Indenture is hereby amended by deleting the existing section in its entirety.

Section 1.5.            Amendment of Section 4.10.  Section 4.10 of the Indenture is hereby amended by deleting the existing section in its entirety.

Section 1.6.            Amendment of Section 4.11.  Section 4.11 of the Indenture is hereby amended by deleting the existing section in its entirety.

Section 1.7.            Amendment of Section 4.12.  Section 4.12 of the Indenture is hereby amended by deleting the existing section in its entirety.

Section 1.8.            Amendment of Section 4.13.  Section 4.13 of the Indenture is hereby amended by deleting the existing section in its entirety.

Section 1.9.            Amendment of Section 4.14.  Section 4.14 of the Indenture is hereby amended by deleting the existing section in its entirety.

Section 1.10.          Amendment of Section 4.15.  Section 4.15 of the Indenture is hereby amended by deleting the existing section in its entirety.

Section 1.11.          Amendment of Section 4.16.  Section 4.16 of the Indenture is hereby amended by deleting the existing section in its entirety.

Section 1.12.          Amendment of Section 4.17.  Section 4.17 of the Indenture is hereby amended by deleting the existing section in its entirety.

Section 1.13.          Amendment of Section 4.18.  Section 4.18 of the Indenture is hereby amended by deleting the existing section in its entirety.

Section 1.14.          Amendment of Section 4.19.  Section 4.19 of the Indenture is hereby amended by deleting the existing section in its entirety.

Section 1.15.          Amendment of Section 5.01.  Section 5.01 of the Indenture is hereby amended by deleting the existing section in its entirety.

Section 1.16.          Amendment of Section 6.01.  Section 6.01 of the Indenture is hereby amended by deleting subsections (iii), (iv), (v), (vi), (vii), (viii) and (ix) of the existing section in their entirety.

Section 2.               Deletion of Certain Definitions.  The Indenture is hereby amended to delete all definitions and defined terms from the Indenture where all references to such definitions or defined terms would be eliminated as a result of the amendments set forth herein.

Section 3.               Waiver of Existing Defaults.  To the fullest extent permitted under Sections 6.04 and 9.02 of the Indenture, the Consenting Holders have irrevocably waived any and all Defaults or Events of Defaults arising or existing under the Indenture prior to the effectiveness of this Supplemental Indenture.

Section 4.               Instruments to be Read Together.  This Supplemental Indenture is an indenture supplemental to the Indenture; and, as such, the Indenture and this Supplemental Indenture shall henceforth be read together.  To the extent that the Notes conflict with or are inconsistent with the terms of the Indenture as amended by this Supplemental Indenture, the terms of the Indenture as amended by this Supplemental Indenture shall govern.

Section 5.               Trustee Disclaimer. The Indenture Trustee has accepted the amendment of the Indenture effected by this Supplemental Indenture and agrees to execute the trust created by the Indenture as hereby amended, but only upon the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Indenture Trustee, and, without limiting the generality of the foregoing, the Indenture Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company, or for or with respect to (a) the validity or sufficiency of this Supplemental Indenture or any of the terms or provisions hereof, (b) the proper authorization hereof by the Company by corporate action or otherwise, (c) the due execution hereof by the Company, (d) the consequences (direct or indirect and whether deliberate or inadvertent) of any amendment herein provided for, and the Indenture Trustee makes no representation with respect to any such matters, and (e) the validity or sufficiency of the consent solicitation materials or procedure in connection with the solicitation of consents to the amendments and waivers provided for herein.

Section 6.               Trust Indenture Act Controls.  If any provision of this Supplemental Indenture limits, qualifies or conflicts with another provision that is required to be included in this Supplemental Indenture or the Indenture by the TIA, the required provision shall control.

Section 7.               Governing Law.  The internal law of the State of New York shall govern and be used to construe this Supplemental Indenture without giving effect to applicable principles of conflicts of law (other than Section 5-1401 of the New York General Obligations Law) to the extent that the application of the laws of another jurisdiction would be required thereby.

Section 8.               Counterparts.  This Supplemental Indenture may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

Section 9.               Severability.  In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 10.             Ratification.  Except as expressly amended hereby, each provision of  the Indenture shall remain in full force and effect and, as amended hereby, the Indenture is in all respects agreed to, ratified and confirmed by each of the Company, the Subsidiary Guarantors and the Indenture Trustee.

*     *     *     *     *

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

INTEGRATED ALARM SERVICES GROUP, INC.
By:	/s/ J. Eric Griffin
Name: J. Eric Griffin
Title: Vice President & Secretary
CRITICOM INTERNATIONAL CORPORATION
By:	/s/ J. Eric Griffin
Name: J. Eric Griffin
Title: Vice President & Secretary
MONITAL SIGNAL CORPORATION
By:	/s/ J. Eric Griffin
Name: J. Eric Griffin
Title: Vice President & Secretary
INTEGRATED ALARM SERVICES, INC.
By:	/s/ J. Eric Griffin
Name: J. Eric Griffin
Title: Vice President & Secretary
AMERICAN HOME SECURITY, INC.
By:	/s/ J. Eric Griffin
Name: J. Eric Griffin
Title: Vice President & Secretary
NATIONAL ALARM COMPUTER CENTER INC.
By:	/s/ J. Eric Griffin
Name: J. Eric Griffin
Title: Vice President & Secretary

		EVEREST VIDEO SYSTEMS, L.L.C.
		By:	/s/ J. Eric Griffin
		Name: J. Eric Griffin
		Title: Vice President & Secretary
WELLS FARGO BANK, N.A., as Trustee
By:	/s/ Joseph P. O’Donnell
Name: Joseph P. O’Donnell
Title: Vice President

EX-4.2

Exhibit 4.2

PROTECTION ONE ALARM MONITORING, INC.,

as the Company,

PROTECTION ONE, INC.,

as the Parent Guarantor,

THE OTHER GUARANTOR PARTIES HERETO,

as Subsidiary Guarantors,

and

WELLS FARGO BANK, N.A.,

as Trustee

INDENTURE

Dated as of April 2, 2007

12% SENIOR SECURED NOTES DUE 2011

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE		1
Section 1.01	Definitions	1
Section 1.02	Other Definitions	23
Section 1.03	Incorporation by Reference of Trust Indenture Act	24
Section 1.04	Rules of Construction	24
ARTICLE II THE NOTES		25
Section 2.01	Form and Dating	25
Section 2.02	Execution and Authentication	26
Section 2.03	Registrar and Paying Agent	26
Section 2.04	Paying Agent to Hold Money in Trust	27
Section 2.05	Holder Lists.	27
Section 2.06	Transfer and Exchange	27
Section 2.07	Replacement Notes	31
Section 2.08	Outstanding Notes	32
Section 2.09	Temporary Notes	32
Section 2.10	Cancellation	32
Section 2.11	Defaulted Interest	32
Section 2.12	CUSIP Numbers	33
Section 2.13	Issuance of Additional Notes	33
ARTICLE III REDEMPTION AND OFFERS TO PURCHASE		33
Section 3.01	Notices to Trustee	33
Section 3.02	Selection of Notes to Be Redeemed	33
Section 3.03	Notice of Redemption	34
Section 3.04	Effect of Notice of Redemption	35
Section 3.05	Deposit of Redemption Price	35
Section 3.06	Notes Redeemed in Part	35
Section 3.07	Repurchase Offers	35
ARTICLE IV COVENANTS		37
Section 4.01	Payment of Notes	37
Section 4.02	Maintenance of Office or Agency	38
Section 4.03	Commission Reports	38
Section 4.04	Compliance Certificate	39
Section 4.05	Taxes	40
Section 4.06	Stay, Extension and Usury Laws	40
Section 4.07	Limitation on Indebtedness	40
Section 4.08	Limitation on Restricted Payments	43
Section 4.09	Limitation on Liens	46
Section 4.10	[Intentionally Omitted]	46
Section 4.11	Limitation on Asset Sales	46

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Section 4.12	Limitation on Restrictions on Distributions from Restricted Subsidiaries	48
Section 4.13	Limitation on Transactions with Affiliates	49
Section 4.14	[Intentionally Omitted]	51
Section 4.15	Limitation on Issuances and Sales of Equity Interests in Restricted Subsidiaries	51
Section 4.16	Additional Subsidiary Guarantees	51
Section 4.17	Business Activities	52
Section 4.18	Payments for Consent	52
Section 4.19	Repurchase at the Option of Holders Upon a Change of Control	52
ARTICLE V SUCCESSORS		54
Section 5.01	Merger, Consolidation or Sale of Assets	54
Section 5.02	Successor Corporation Substituted	54
ARTICLE VI DEFAULTS AND REMEDIES		55
Section 6.01	Events of Default	55
Section 6.02	Acceleration	57
Section 6.03	Other Remedies	58
Section 6.04	Rescission, Cancellation and Waiver of Past Defaults	58
Section 6.05	Control by Majority	59
Section 6.06	Limitation on Suits	59
Section 6.07	Rights of Holders of Notes to Receive Payment	59
Section 6.08	Collection Suit by Trustee	60
Section 6.09	Trustee May File Proofs of Claim	60
Section 6.10	Priorities	60
Section 6.11	Undertaking for Costs	61
ARTICLE VII TRUSTEE		61
Section 7.01	Duties of Trustee	61
Section 7.02	Certain Rights of Trustee	62
Section 7.03	Individual Rights of Trustee	63
Section 7.04	Trustee’s Disclaimer	63
Section 7.05	Notice of Defaults	64
Section 7.06	Reports by Trustee to Holders of the Notes	64
Section 7.07	Compensation and Indemnity	64
Section 7.08	Replacement of Trustee	65
Section 7.09	Successor Trustee by Merger, Etc	66
Section 7.10	Eligibility; Disqualification	66
Section 7.11	Preferential Collection of Claims Against Company	66
ARTICLE VIII DEFEASANCE AND COVENANT DEFEASANCE		66
Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance	66
Section 8.02	Legal Defeasance and Discharge	67
Section 8.03	Covenant Defeasance	67
Section 8.04	Conditions to Legal or Covenant Defeasance	68

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Section 8.05	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	69
Section 8.06	Repayment to the Company	69
Section 8.07	Reinstatement	70
ARTICLE IX AMENDMENT, SUPPLEMENT AND WAIVER		70
Section 9.01	Without Consent of Holders of Notes	70
Section 9.02	With Consent of Holders of Notes	71
Section 9.03	Compliance with Trust Indenture Act	73
Section 9.04	Revocation and Effect of Consents	73
Section 9.05	Notation on or Exchange of Notes	73
Section 9.06	Trustee to Sign Amendments, Etc.	74
ARTICLE X SATISFACTION AND DISCHARGE		74
Section 10.01	Satisfaction and Discharge	74
Section 10.02	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	75
Section 10.03	Repayment to the Company	75
ARTICLE XI NOTE GUARANTEES		76
Section 11.01	Guarantees	76
Section 11.02	Limitation on Liability	77
Section 11.03	Successors and Assigns	77
Section 11.04	No Waiver	78
Section 11.05	[Intentionally Omitted	78
Section 11.06	Release of Subsidiary Guarantor	78
Section 11.07	Contribution	78
ARTICLE XII COLLATERAL		79
Section 12.01	Collateral; Additional Collateral; Substitute Collateral	79
Section 12.02	Additional Collateral; Acquisition of Assets or Property	80
Section 12.03	[Intentionally Omitted]	80
Section 12.04	Release of Collateral	80
Section 12.05	Possession and Use of Collateral	81
Section 12.06	Authorization of Actions to Be Taken by the Collateral Trustee Under the Collateral Documents and the Intercreditor Agreement	81
Section 12.07	Recording, Registration and Opinions	82
ARTICLE XIII MISCELLANEOUS		83
Section 13.01	Trust Indenture Act Controls	83
Section 13.02	Notices	83
Section 13.03	Communication by Holders of Notes with Other Holders of Notes	84
Section 13.04	Certificate and Opinion as to Conditions Precedent	84
Section 13.05	Statements Required in Certificate or Opinion	85
Section 13.06	Rules by Trustee and Agents	85
Section 13.07	No Personal Liability of Directors, Officers, Employees and Stockholders	85

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Section 13.08	Governing Law	85
Section 13.09	Consent to Jurisdiction	85
Section 13.10	No Adverse Interpretation of Other Agreements	86
Section 13.11	Successors	86
Section 13.12	Severability	86
Section 13.13	Counterpart Originals	86
Section 13.14	Acts of Holders	86
Section 13.15	Benefit of Indenture	87
Section 13.16	Table of Contents, Headings, Etc	88

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EXHIBITS

EXHIBIT A Form of Note

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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.

The Company, Parent Guarantor and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes:

ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01           Definitions

“8-1/8% Notes” means the 8-1/8% Senior Subordinated Notes due 2009 of the Company.

“Acquired Debt” means, with respect to any specified Person: (1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including, without limitation, Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person; and (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Additional Interest” means additional interest then owing on the Notes pursuant to Section 4 of the Registration Rights Agreement.

“Additional Notes” means Notes issued under this Indenture after the Issue Date and in compliance with Section 2.13 and 4.07, it being understood that any Notes issued in exchange for or replacement of any Notes issued on the Issue Date shall not be Additional Notes, including any such Notes issued pursuant to a Registration Rights Agreement.

“Adjusted Consolidated Net Tangible Assets” means the total amount of assets of the Parent Guarantor and its Restricted Subsidiaries (less applicable depreciation, amortization and other valuation reserves), except to the extent resulting from write-ups of capital assets (excluding write-ups in connection with accounting for acquisitions in conformity with GAAP), after deducting therefrom (i) all current liabilities of the Parent Guarantor and its Restricted Subsidiaries (excluding intercompany items) and (ii) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, all as set forth on the most recent quarterly or annual consolidated balance sheet of the Parent Guarantor and its Restricted Subsidiaries, prepared in conformity with GAAP and filed with the Commission or provided to the Trustee.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any

Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person shall be deemed to be control.

“Agent” means any Registrar, Paying Agent or co-registrar.

“Asset Acquisition” means (i) any transaction pursuant to which any Person shall become a Restricted Subsidiary or shall be consolidated or merged with Parent Guarantor or any Restricted Subsidiary or (ii) the acquisition by Parent Guarantor or any Restricted Subsidiary of assets of any  Person comprising a division or line of business of such Person.

“Asset Sale” means any sale, transfer or other disposition (including by way of merger, consolidation or sale-leaseback transaction) in one transaction or a series of related transactions by Parent Guarantor or any of its Restricted Subsidiaries to any Person other than Parent Guarantor or any of its Restricted Subsidiaries of (i) all or any of the Capital Stock of any Restricted Subsidiary owned by Parent Guarantor or any Restricted Subsidiary, (ii) all or substantially all of the property and assets of an operating unit or business of Parent Guarantor or any of its Restricted Subsidiaries or (iii) any other property and assets (other than the Capital Stock or other Investment in an Unrestricted Subsidiary or in any Affiliate of Parent Guarantor not controlled, directly or indirectly, by Parent Guarantor) of Parent Guarantor or any of its Restricted Subsidiaries outside the ordinary course of business of Parent Guarantor or such Restricted Subsidiary and, in each case, that is not governed by the provisions of this Indenture applicable to mergers, consolidations and sales of assets of Parent Guarantor; provided that “Asset Sale” shall not include (a) sales, transfers or other dispositions of inventory, receivables, equipment leases, capital lease obligations and other current assets, (b) sales, transfers or other dispositions of assets constituting a Restricted Payment permitted to be made under Section 4.08, (c) bona fide sales, transfers or other dispositions of assets for consideration (including cash equalization payments) at least equal to the fair market value (as determined by the board of directors of Parent Guarantor) of the assets sold, transferred or disposed of, to the extent that the consideration received would satisfy clause (i)(B) of Section 4.11(b), (d) sales or other dispositions of delinquent accounts receivable for collection in the ordinary course of business, (e) sales or other dispositions of obsolete assets or assets no longer useful in the conduct of Parent Guarantor’s or such Restricted Subsidiary’s business, (f) sales or other dispositions resulting from any casualty or condemnation of property, (g) licenses and sublicenses of intellectual property and general intangibles and licenses, leases or subleases in the ordinary course of business, (h) sales, transfers or other dispositions of assets by the Parent Guarantor or any Restricted Subsidiary to another Restricted Subsidiary or Parent Guarantor, or (h) sales or other dispositions of assets in any given fiscal year in an amount less than or equal to $5 million.

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Company’s board of directors and to be in full force and effect on the date of such certification.

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“Broker-Dealer” has the meaning set forth in the Registration Rights Agreement.

“Business Day” means any day other than a Legal Holiday.

“Capital Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized on a balance sheet in accordance with GAAP.

“Capital Stock” means (1) in the case of a corporation, capital stock, (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited) and (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Cash Equivalents” means:

(1)           United States dollars;

(2)           securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than one year from the date of acquisition, unless such securities are deposited by the Company to defease any Indebtedness;

(3)           certificates of deposit and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any domestic commercial bank having capital and surplus in excess of $250 million and outstanding debt which is rated “A” (or such similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act);

(4)           repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5)           commercial paper having the highest rating obtainable from either Moody’s or S&P and in each case maturing within six months after the date of acquisition;

(6)           marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within six months from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody’s; and

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(7)           money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (6) of this definition.

“Cash Management Obligations” means all obligations of the Company, as borrower, or any other Obligor to any Lender under or in connection with any arrangement in respect of overdraft protection, automated clearing house services and other treasury, depositary and cash management services, including reimbursement obligations relating thereto, overdraft liabilities, liabilities in respect of returned items, fees, expenses and indemnities (including interest accruing thereon after the filing of a petition in bankruptcy or the commencement of any Insolvency Proceeding, regardless of whether the same is allowed as a claim in such proceeding).

“Change of Control” means (i) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act), other than the Principal and its Related Parties, becomes the “beneficial owner” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Voting Stock of Parent Guarantor or the Company (measured by voting power rather than number of shares) or (ii) the first day on which a majority of the members of the board of directors of Parent Guarantor or the Company are not Continuing Directors.

“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Rating Decline.

“Closing Date” means April 2, 2007.

“Collateral” means all real and personal property of the Parent Guarantor, the Company and the Subsidiary Guarantors other than “Excluded Assets” (as defined in the Security Agreement), provided, however, that in the event that Rule 3-10 or Rule 3-16 of Regulation S-X, promulgated pursuant to the Securities Act, would require the filing with the Commission of separate financial statements of any Subsidiary Guarantor due to such subsidiary’s Capital Stock being pledged as Collateral for the Notes, such Capital Stock shall be automatically deemed to not be part of the Collateral (but only to the extent necessary to not be subject to such requirements), it being understood that, upon any change to the assets of the Company or such Subsidiary Guarantor, or any change in such rules that results in such separate financial statements not being required to be filed, such Capital Stock (or any portion thereof) shall be included as part of the Collateral, to the extent such inclusion would not trigger such reporting requirement.

“Collateral Documents” means the Security Agreement, the Pledge Agreement, the Second Priority Mortgages and any other document or instrument pursuant to which a Lien is granted by any Grantor to secure any Second Priority Claims or under which rights or remedies with respect to any such Lien are governed.

“Collateral Trustee” means Wells Fargo Bank, N.A., acting in its capacity as collateral trustee under the Collateral Documents, together with its successors and in such capacity.

“Commission” means the Securities and Exchange Commission.

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“Company” means Protection One Alarm Monitoring, Inc. until a successor replaces it pursuant to Section 5.01 hereof and thereafter means the successor.

“Consolidated EBITDA” means, for any period, the net income of Parent Guarantor and its Restricted Subsidiaries for such period plus, to the extent such amount was deducted in calculating such net income (i) Consolidated Interest Expense, (ii) income taxes, (iii) depreciation expense, (iv) amortization expense, (v) all extraordinary items, nonrecurring and unusual items, cumulative effects of changes in accounting principles and other non-cash items reducing such net income, less all extraordinary items, nonrecurring and unusual items, cumulative effects of changes in accounting principles and other non-cash items increasing such net income, all as determined on a consolidated basis for Parent Guarantor and its Restricted Subsidiaries in conformity with GAAP, and (vi) upfront expenses resulting from equity offerings, investments, mergers, recapitalizations, option buyouts, Asset Sales, Asset Acquisitions and similar transactions to the extent such expenses reduce net income; provided that Consolidated EBITDA shall not include (w) the net income (or net loss) of any Person that is not a Restricted Subsidiary, except (I) with respect to net income, to the extent of the amount of dividends or other distributions actually paid to Parent Guarantor or any of its Restricted Subsidiaries by such Person during such period and (II) with respect to net losses, to the extent of the amount of investments made by Parent Guarantor or any Restricted Subsidiary in such Person during such period; (x) solely for the purposes of calculating the amount of Restricted Payments that may be made pursuant to clause (iii) of Section 4.08(a) (and in such case, except to the extent includable pursuant to clause (x) above), the net income (or net loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary or is merged into or consolidated with Parent Guarantor or any Restricted Subsidiary or all or substantially all of the property and assets of such Person are acquired by Parent Guarantor or any of its Restricted Subsidiaries; (y) gains or losses from Asset Sales; and (z) the net income of any Restricted Subsidiary (other than the Company) to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of such net income is not at the time permitted by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Restricted Subsidiary (other than any agreement or instrument evidencing Indebtedness or Preferred Stock outstanding on the Issue Date or incurred or issued thereafter without violation of this Indenture; provided that the terms of any such agreement restricting the declaration and payment of dividends or similar distributions apply only in the event of a default with respect to a financial covenant or a covenant relating to payment (beyond any applicable period of grace) contained in such agreement or instrument and provided such terms are determined by Parent Guarantor to be customary in comparable financings and such restrictions are determined by Parent Guarantor not to materially affect the Company’s ability to make principal or interest payments on the Notes when due.

“Consolidated Fixed Charge Coverage Ratio” means, as of any date of determination, the ratio of (i) the Consolidated EBITDA for the then most recently completed fiscal quarter prior to such date for which reports have been filed with the Commission or provided to the Trustee (the “Quarter”) to (ii) the aggregate Consolidated Interest Expense during such Quarter. In making the foregoing calculation, (A) pro forma effect shall be given to any Indebtedness Incurred or repaid during the period (the “Reference Period”) commencing on the first day of the Quarter and ending on the date of calculation (other than (i) Indebtedness Incurred or repaid under a revolving credit or similar arrangement to the extent of the commitment thereunder (or under any

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predecessor revolving credit or similar arrangement) in effect on the last day of such Quarter unless any portion of such Indebtedness is projected, in the reasonable judgment of the senior management of the Company, to remain outstanding for a period in excess of 12 months from the date of the Incurrence thereof and (ii) Permitted Debt incurred on the date of calculation), in each case as if such Indebtedness had been Incurred or repaid on the first day of such Reference Period; (B) Consolidated Interest Expense attributable to interest on any Indebtedness (whether existing or being Incurred) computed on a pro forma basis and bearing a floating interest rate shall be computed as if the rate in effect on the date of calculation (taking into account any Hedging Obligations applicable to such Indebtedness if such Hedging Obligation has a remaining term in excess of 12 months or, if shorter, at least equal to the remaining term of such Indebtedness) had been the applicable rate for the entire period; (C) pro forma effect shall be given to Asset Sales and Asset Acquisitions (including giving pro forma effect to the application of proceeds of any Asset Sales to any discharge or other relief from Indebtedness to which Parent Guarantor and the Restricted Subsidiaries are not liable following such Asset Sale and for cost savings resulting in connection with an Asset Acquisition) that occur during such Reference Period as if they had occurred and such proceeds had been applied on the first day of such Reference Period; (D) pro forma effect shall be given to asset sales and asset acquisitions (including giving pro forma effect to the application of proceeds of any asset sale to any discharge or other relief from Indebtedness to which Parent Guarantor and the Restricted Subsidiaries are not liable following such asset sale and for cost savings resulting in connection with an asset acquisition) that have been made by any Person that has become a Restricted Subsidiary or has been merged with or into Parent Guarantor or any Restricted Subsidiary during such Reference Period and that would have constituted Asset Sales or Asset Acquisitions had such transactions occurred when such Person was a Restricted Subsidiary as if such asset sales or asset acquisitions were Asset Sales or Asset Acquisitions that occurred on the first day of such Reference Period; and (E) any amortization of debt discount created through purchase accounting adjustments in respect of Existing Indebtedness shall be excluded; provided that to the extent that clause (C) or (D) of this sentence requires that pro forma effect be given to an Asset Acquisition or Asset Sale, such pro forma calculation shall be based upon the four full fiscal quarters immediately preceding the transaction date of the Person, or division or line of business of the Person, that is acquired or disposed for which financial information is available.  For purposes of this definition, pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Company consistent with (except as otherwise provided in the Indenture) Article 11 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation may be amended.

“Consolidated Interest Expense” means, with respect to Parent Guarantor for any period, without duplication, the sum of (i) the interest expense of such Person and its Restricted Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP, including, without limitation, (a) any amortization of debt discount (other than as provided for in clause (E) of the definition of “Consolidated Fixed Charge Coverage Ratio”), (b) the net cost under Hedging Obligations (including any amortization of discounts), (c) the interest portion of any deferred payment obligation, (d) all commissions, discounts and other fees and charges owed with respect to letters of credit, bankers’ acceptance financing or similar facilities and (e) all accrued interest and (ii) the interest component of Capital Lease Obligations paid or accrued by such Person and its Restricted Subsidiaries during such period as determined on a consolidated basis in accordance with GAAP; excluding however, (x) any amount of such interest of any

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Restricted Subsidiary if the net income of such Restricted Subsidiary is excluded in the calculation of Consolidated EBITDA pursuant to clause (z) of the definition thereof (but only in the same proportion as the net income of such Restricted Subsidiary is excluded from the calculation of Consolidated EBITDA pursuant to clause (z) of the definition thereof) and (y) the amortization of deferred financing costs related to the issuance of the Notes or to the funding of the obligations under the Credit Agreement, all as determined on a consolidated basis for the Parent Guarantor and its Restricted Subsidiaries in conformity with GAAP.

“Continuing Directors” means, as of any date of determination, any member of the board of directors of the Parent Guarantor or the Company, as applicable, who (i) was a member of such board of directors on the date of this Indenture or was nominated for election or elected to such board of directors with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election.

“Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 13.02 hereof or such other address as to which the Trustee may give notice to the Company.

“Credit Agreement” means the Amended and Restated Credit Agreement, dated as of April 26, 2006, as further amended April 2, 2007, by and among Protection One, Inc., Protection One Alarm Monitoring, Inc., the guarantors party thereto, and the lenders party thereto, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, modified, restated, renewed, refunded, replaced or refinanced from time to time, including any agreement extending the maturity of, refinancing, replacing or otherwise restructuring (including by way of adding Restricted Subsidiaries of the Parent Guarantor as borrowers or guarantors thereunder) all of or a portion of the Indebtedness under such agreement or any such successor or replacement agreement and whether by the same or any other agent, lender or group of lenders (or other institutions) or otherwise.

“Credit Agreement Obligations” means all Obligations under or pursuant to the Credit Agreement.

“Credit Facility Agent” means, at any time, the Person acting as “agent” or “administrative agent” under the Credit Agreement.

“Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“Definitive Note” means a certificated Note registered in the name of the Holder thereof, issued in accordance with Section 2.06 hereof, bearing, if required, the appropriate Private Placement Legend but not the Global Note Legend and not having attached thereto “Schedule of Exchanges of Interests in the Global Note.”

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“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.04 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is 91 days after the earlier of the stated maturity date of the Notes or the date on which no Notes remain outstanding; provided that only the portion of Capital Stock which so matures or is mandatorily redeemable or is so redeemable at the sole option of the holder thereof prior to such date shall be deemed Disqualified Capital Stock; provided, further, that any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Parent Guarantor or any Restricted Subsidiary to repurchase such Capital Stock upon the occurrence of a Change of Control or an Asset Sale shall not constitute Disqualified Stock, if the terms of such Capital Stock provide that the Parent Guarantor or any Restricted Subsidiary may not repurchase or redeem any such Capital Stock pursuant to such provisions prior to the Company’s repurchase of such Notes as are required to be repurchased pursuant to Section 4.11  and Section 4.19.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Event of Default” has the meaning set forth in Section 6.01.

“Excess Proceeds” means the amount of such Net Proceeds required to be applied (or to be committed to be applied) during the period specified in Section 4.11(b)(i) and not applied as so required by the end of such period.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Notes” means (1) the 12% Senior Secured Notes Due 2011 issued pursuant to this Indenture in connection with a Registered Exchange Offer pursuant to a Registration Rights Agreement and (2) Additional Notes, if any, issued in accordance with the terms of this Indenture pursuant to a registration statement filed with the Commission under the Securities Act.

“Exchange Offer” has the meaning set forth in the Registration Rights Agreement.

“Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights Agreement.

“Existing Indebtedness” means Indebtedness of the Parent Guarantor and its Restricted Subsidiaries (other than Indebtedness under the Credit Agreement and Indebtedness being repaid on the date of this Indenture) in existence on the date of this Indenture, until such amounts are repaid.

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“First Lien Credit Facilities” means (a) the credit facilities provided pursuant to the Credit Agreement and (b) any other credit facility permitted by Section 4.07(b)(i) of the Indenture, that, in the case of both clauses (a) and (b), is secured by a Lien permitted pursuant to clause (5) of the definition of “Permitted Liens” in Section 1.01 of the Indenture.

“First Priority Cash Management Obligations” means any Cash Management Obligations secured by any common Collateral under the same First Priority Collateral Documents that secure Obligations under any First Lien Credit Facility.

“First Priority Claims” means (a) all Credit Agreement Obligations, (b) all Obligations under one or more other First Lien Credit Facilities, the Indebtedness under each of which is designated by the Company, as borrower, as “First Priority Claims” for purposes of this Indenture, (c) all other Obligations of the Company, as borrower, or any other Obligor under the First Priority Documents, including all First Priority Hedging Obligations and First Priority Cash Management Obligations and (d) all Future Other First Lien Obligations. First Priority Claims shall include all interest accrued or accruing (or which would, absent the commencement of an Insolvency Proceeding, accrue) after the commencement of an Insolvency Proceeding in accordance with and at the rate specified in the relevant First Priority Document whether or not the claim for such interest is allowed as a claim in such Insolvency Proceeding. To the extent any payment with respect to the First Priority Claims (whether by or on behalf of any Obligor, as proceeds of security, enforcement of any right of set-off or otherwise) is declared to be fraudulent or preferential in any respect, set aside or required to be paid to a debtor in possession, trustee, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. Notwithstanding the foregoing the Notes and related Obligations will not constitute First Priority Claims and collateral therefor will not constitute First Priority Collateral even if any proceeds of the Notes are used to repay Obligations under the Credit Agreement. Notwithstanding anything to the contrary contained in this definition, any Obligation under a First Priority Document (including any Cash Management Obligation or Hedging Obligation) shall constitute a “First Priority Claim” if the Credit Facility Agent or the relevant First Priority Lender or First Priority Lenders under such First Priority Document shall have received a written representation from the Company, as borrower, in or in connection with such First Priority Document that such Obligation constitutes a “First Priority Claim” under and as defined in this Indenture (whether or not such Obligation is at any time determined not to have been permitted to be incurred under the Indenture).

‘‘First Priority Claim Period’’ means any period during which:

(1)           any First Priority Claim is outstanding;

(2)           any commitments pursuant to which First Priority Claims may be incurred are in effect; or

(3)           any letters of credit issued under any First Priority Documents are outstanding but have not been discharged or fully cash collateralized in accordance with the terms of the applicable First Priority Document.

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‘‘First Priority Collateral Documents’’ means any agreement, document or instrument pursuant to which a Lien is granted securing any First Priority Claims or under which rights or remedies with respect to such Liens are governed.

“First Priority Documents’’ means the Credit Agreement, the Loan Documents, the First Priority Collateral Documents and each of the other agreements, documents and instruments (including each agreement, document or instrument providing for or evidencing a First Priority Hedging Obligation or First Priority Cash Management Obligation) providing for or evidencing any other Obligation under the Credit Agreement or any other First Lien Credit Facility or any Future Other First Lien Obligation, and any other related document or instrument executed or delivered pursuant to any First Priority Document at any time or otherwise evidencing any First Priority Claim.

“First Priority Liens’’ means all Liens that secure the First Priority Claims.

“First Priority Hedging Obligations” means any Hedging Obligations secured by any common Collateral under the same First Priority Collateral Documents that secure Obligations under a First Priority Credit Facility.

“Future Other First Lien Obligations” means all Obligations of the Company, as borrower, or any other obligor in respect of Cash Management Obligations or Hedging Obligations that are designated by the Borrower as “First Priority Claims” as permitted by the Indenture (other than any First Priority Cash Management Obligations and First Priority Hedging Obligations); provided that the required lenders (however denominated) under any First Lien Credit Facility then in effect have consented to such designation.

“GAAP” means generally accepted accounting principles as in effect from time to time set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, and statements and pronouncements of the Financial Accounting Standards Board, the Commission or the Public Company Accounting Oversight Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession.

“Global Note Legend” means the legend set forth in Section 2.06(d)(i)(C) hereof, which is required to be placed on all Global Notes issued under this Indenture. “Global Notes” means, individually and collectively, each of the Notes in permanent global form substantially in the form of Exhibit A hereto, issued in accordance with Section 2.01 hereof.

“Grantors” means each of the Company, the Parent Guarantor and the Subsidiary Guarantors that has executed and delivered a First Priority Collateral Document or a Security Document.

“Group” means any group of related Persons for purposes of Section 13(d) of the Exchange Act.

“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without

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limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness.

“Guarantors” means the Parent Guarantor and each Subsidiary that executes a Notes Guarantee in accordance with the provisions of this Indenture, and their respective successors and assigns until released from their obligations under their Notes Guarantees in accordance with the terms of this Indenture.

“Hedging Obligations” of any Person means the obligations of such Person under:

(1)           interest rate protection agreements, interest rate swap agreements, interest rate cap agreements and interest rate collar agreements, interest rate futures and interest rate options;

(2)           other agreements or arrangements designed to protect such Person against fluctuations in interest rates; and

(3)           any foreign exchange contract, currency swap agreement or other similar agreement or arrangement.

“Holder” means the registered owner of any Note.

“IASG Notes” means the 12% Senior Secured Notes due 2011 of Integrated Alarm Services Group, Inc.

“Indebtedness” means, with respect to any Person, any indebtedness of such Person, whether or not contingent, in respect of:

(1)           borrowed money;

(2)           evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(3)           banker’s acceptances;

(4)           Capital Lease Obligations;

(5)           the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable; or

(6)           any Hedging Obligations; if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of such Person prepared in accordance with GAAP.

In addition, the term “Indebtedness” includes Acquired Debt and all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by such Person, the amount of such Indebtedness being deemed to be the lesser of the value of such property or asset or the amount of the Indebtedness so secured and, to the extent

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not otherwise included, the Guarantee by such Person of any Indebtedness of any other Person; provided that Indebtedness shall not include:

(x) any amounts withheld by the Parent Guarantor or any Restricted Subsidiary from the purchase price paid for the purchase of monitoring accounts;

(y) Indebtedness in respect of letters of credit to support workers compensation obligations, performance bonds, bankers’ acceptances and surety or appeal bonds provided by the Parent Guarantor or any of its Restricted Subsidiaries to their customers in the ordinary course of the business; and

(z) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Parent Guarantor or any of its Restricted Subsidiaries pursuant to such agreements, in each case incurred in connection with the disposition of any business assets or Restricted Subsidiaries of the Parent Guarantor (other than guarantees of Indebtedness or other obligations incurred by any Person acquiring all or any portion of such business assets or Restricted Subsidiaries of the Parent Guarantor for the purpose of financing such acquisition) in a principal amount not to exceed the gross proceeds actually received by the Parent Guarantor or any of its Restricted Subsidiaries in connection with such disposition.

The amount of any Indebtedness outstanding as of any date shall be:

(1)           the accreted value thereof, in the case of any Indebtedness issued with original issue discount; and

(2)           the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness. “Indenture” means this Indenture, as amended or supplemented from time to time. “Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Initial Notes” means (1) $115,345,000 aggregate principal amount of 12% Senior Secured Notes due 2011 issued on the Issue Date and (2) Additional Notes, if any, issued in accordance with the terms of the Indenture in a transaction exempt from the registration requirements of the Securities Act.

“Insolvency Proceeding” has the meaning given to it in the Intercreditor Agreement.

“Intercreditor Agreement” means the Intercreditor Agreement, dated as of April 2, 2007, by and among the Credit Facility Agent, the Collateral Trustee, the Parent Guarantor and the Company, as borrower, as such agreement may be amended, modified or supplemented from time to time.

“Investment” in any Person means any direct or indirect advance, loan or other extension of credit (including, without limitation, by way of Guarantee or similar arrangement; but excluding advances to customers or suppliers in the ordinary course of business that are, in

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conformity with GAAP, recorded as accounts receivable, prepaid expenses or deposits on the balance sheet of Parent Guarantor or its Restricted Subsidiaries) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock, bonds, notes, debentures or other similar instruments issued by, such Person and shall include (i) the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and (ii) the retention of the Capital Stock (or any other Investment) by Parent Guarantor or any of its Restricted Subsidiaries, of (or in) any Person that has ceased to be a Restricted Subsidiary. For purposes of the definition of “Unrestricted Subsidiary” and Section 4.08, the amount of or a reduction in an Investment shall be equal to the fair market value thereof at the time such Investment is made or reduced.

“Issue Date” means April 2, 2007.

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in The City of New York or at a place of payment are authorized by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period.

“Letter of Transmittal” means the letter of transmittal to be prepared by the Company and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“Liquidated Damages” means all liquidated damages then owing pursuant to Section 5 of the Registration Rights Agreement.

“Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.

“Net Cash Proceeds” with respect to any issuance or sale of Capital Stock or Indebtedness, means the cash proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

“Net Proceeds” means, (a) with respect to any Asset Sale, the proceeds of such Asset Sale in the form of cash or cash equivalents, including payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not interest, component thereof) when received in the form of cash or cash equivalents and proceeds from the conversion of other property received when converted to cash or cash equivalents, net of (i) brokerage commissions and other fees and expenses (including fees and expenses of counsel and investment bankers) related to such Asset Sale, (ii) provisions for all taxes (whether or not such taxes will actually be

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paid or are payable) as a result of such Asset Sale without regard to the consolidated results of operations of Parent Guarantor and its Restricted Subsidiaries, taken as a whole, (iii) payments made to repay debt or any other obligation outstanding at the time of such Asset Sale that either (A) is secured by a Lien on the property or assets sold or (B) is required to be paid as a result of such sale and (iv) appropriate amounts to be provided by Parent Guarantor or any Restricted Subsidiary as a reserve against any liabilities associated with such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, all as determined in conformity with GAAP and (b) with respect to any issuance or sale of Capital Stock, the proceeds of such issuance or sale in the form of cash or cash equivalents, including payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not interest, component thereof) when received in the form of cash or cash equivalents and proceeds from the conversion of other property received when converted to cash or cash equivalents, net of attorney’s fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

“Non-Recourse Debt” means Indebtedness:

(1)           as to which neither the Parent Guarantor nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable (to a Guarantor or otherwise) or (c) constitutes the lender; and

(2)           no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit (upon notice, lapse of time or both) any holder of any other Indebtedness (other than the Notes) of the Parent Guarantor or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its Stated Maturity.

“Note Obligations” means all Guaranteed Obligations and all Obligations of any Guarantor under this Indenture, the Notes and the Collateral Documents.

“Notes Guarantee” means a Guarantee of the Notes pursuant to this Indenture.

“Notes” means the 12% Senior Secured Notes due 2011 of the Company issued on the date hereof, any Additional Notes and the Exchange Notes. The Notes, the Additional Notes, if any, and the Exchange Notes shall be treated as a single class for all purposes under this Indenture.

“Obligations” means any and all obligations with respect to the payment of (a) any principal of or interest (including interest accruing on or after the commencement of any insolvency or liquidation proceedings, whether or not a claim for post-filing interest is allowed in such proceeding) or premium on any Indebtedness, including any reimbursement obligation in respect of any letter of credit, (b) any fees, indemnification obligations, damages, expense

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reimbursement obligations or other liabilities payable under the documentation governing any Indebtedness, (c) any obligation to post cash collateral in respect of letters of credit and any other obligations and (d) any Hedging Obligations.

“Officer” means the Chief Executive Officer, the Chief Financial Officer, or any Executive Vice-President of the Company.

“Officers’ Certificate” means a certificate signed by two Officers of the Company, at least one of whom shall be the principal executive officer or principal financial officer of the Company, and delivered to the Trustee.

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. An Opinion of Counsel must meet the requirements of Section 13.04 of this Indenture. The counsel may be an employee of or counsel to the Company or the Trustee.

“Parent Guarantor” mean Protection One, Inc. until a successor replaces it pursuant to Section 5.01 hereof and thereafter means the successor.

“Participant” means, with respect to the Depositary, a Person who has an account with the Depositary.

“Permitted Business” means any business conducted by the Parent Guarantor and its Restricted Subsidiaries on the date of this Indenture and other businesses reasonably related,  ancillary or complementary thereto, as determined in good faith by the Parent Guarantor’s board of directors.

“Permitted Liens” means:

(1)           Liens securing the Notes or the Notes Guarantees;

(2)           Liens in favor of the Parent Guarantor or any of its Wholly Owned Restricted Subsidiaries;

(3)           Liens on property of a Person existing at the time such Person is merged into or consolidated with the Parent Guarantor or any Restricted Subsidiary of the Parent Guarantor or at the time such Person becomes a Restricted Subsidiary of the Parent Guarantor, provided that such Liens were in existence prior to the contemplation of such transaction and do not extend to any assets other than those of the Person merged into or consolidated with the Parent Guarantor or the Restricted Subsidiary;

(4)           Liens on property existing at the time of acquisition thereof by the Parent Guarantor or any Restricted Subsidiary of the Parent Guarantor, provided that such Liens were in existence prior to the contemplation of such acquisition;

(5)           Liens securing indebtedness under the Credit Agreement;

(6)           Liens existing on the date of this Indenture;

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(7)           Liens securing Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property or assets used in the Parent Guarantor’s or any Restricted Subsidiary’s business or incurred to refinance any such purchase price or cost of construction or improvement, in each case incurred no later than 365 days after the date of such acquisition or the date of completion of such construction or improvement; provided that the principal amount of any Indebtedness described in this clause (7) shall not exceed $15.0 million at any time outstanding;

(8)           Liens for property taxes, assessments and other governmental charges or levies not yet delinquent or subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings;

(9)           Liens resulting from the deposit of funds or evidences of Indebtedness in trust for the purpose of defeasing Indebtedness of the Parent Guarantor or any of its Subsidiaries;

(10)         Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens and other similar Liens, on the assets of the Parent Guarantor or any Restricted Subsidiary arising in the ordinary course of business and securing payment of obligations that are not more than 60 days past due or are being contested in good faith by appropriate proceedings;

(11)         pledges or deposits by the Parent Guarantor or any Restricted Subsidiary under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which the Parent Guarantor or any Restricted Subsidiary is a party, or deposits to secure public or statutory obligations of the Parent Guarantor or any Restricted Subsidiary, or deposits for the payment of rent, in each case incurred in the ordinary course of business;

(12)         Liens on the assets of the Parent Guarantor or any Restricted Subsidiary to secure any Permitted Refinancing Indebtedness, in whole or in part, of any Indebtedness secured by Liens; provided, however, that any such Lien shall be limited to the same assets that secured the original Indebtedness;

(13)         any interest or title of a lessor, licensor or sublicensor under any lease, license or sublicense entered into by Parent Guarantor or any Restricted Subsidiary in the ordinary course of business; and

(14)         additional Liens securing Indebtedness in an amount of not more than $5 million.

“Permitted Refinancing Disqualified Stock” means any Disqualified Stock of the Parent Guarantor or any of its Restricted Subsidiaries issued in exchange for or the net proceeds of which are used to repurchase or redeem other Disqualified Stock of the Parent Guarantor or such Restricted Subsidiary (other than intercompany Disqualified Stock); provided that:

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(1)           the liquidation preference of such Permitted Refinancing Disqualified Stock does not exceed the liquidation value, plus premiums, penalties and accrued dividends on, the Disqualified Stock so exchanged, repurchased or redeemed (plus the amount of reasonable expenses incurred in connection therewith);

(2)           such Permitted Refinancing Disqualified Stock has a redemption date no earlier than the redemption date of the Disqualified Stock being exchanged, repurchased or redeemed; and

(3)           such Permitted Refinancing Disqualified Stock is issued either by the Parent Guarantor or by the Restricted Subsidiary that issued the Disqualified Stock being exchanged, repurchased or redeemed.

“Permitted Refinancing Indebtedness” means any Indebtedness of the Parent Guarantor or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Parent Guarantor or such Restricted Subsidiary (other than intercompany Indebtedness); provided that:

(1)           the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus premiums, penalties and accrued interest on, the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus the amount of reasonable expenses incurred in connection therewith);

(2)           such Permitted Refinancing Indebtedness has a final maturity date no earlier than the final maturity date, and a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity, of the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

(3)           if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is (i) pari passu in right of payment to the Notes or any Guarantee, such Permitted Refinancing Indebtedness is pari passu with or subordinated in right of payment to the Notes or any Notes Guarantee, (ii) subordinated in right of payment to the Notes or any Notes Guarantee, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Notes or any Notes Guarantee, in each case on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded, and (iii) secured liens securing such Permitted Refinancing Indebtedness do not extend to any assets other than those securing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and

(4)           such Indebtedness is incurred either by the Parent Guarantor or by the Restricted Subsidiary that is the obligor on the Indebtedness be extended, refinanced, renewed, replaced, defeased or refunded.

“Person” means any individual, corporation, company (including any limited liability company), association, partnership, joint venture, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

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“Pledge Agreement” means the Pledge Agreement, dated April 2, 2007, between the Company, as “Pledgor,” and Wells Fargo Bank, N.A., as collateral trustee for the Secured Parties (as defined therein).

“Preferred Stock” of any Person means any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or redemptions or upon liquidation.

“Principal” means Quadrangle Group LLC and its Affiliates.

“Private Exchange” means the issuance by the Company, pursuant to a Registration Rights Agreement, to the Holders, in exchange for the Initial Notes held by the Holders as part of its initial distribution, of a like aggregate principal amount of Private Exchange Notes.

“Private Exchange Notes” means any 12% Senior Secured Notes due 2011 issued in connection with a Private Exchange.

“Private Placement Legend” means the legend set forth in Section 2.06(d)(i)(A) to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture.

“Property” means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, and including Capital Stock.

“Purchase Agreement” means with respect to each issuance of Additional Notes, the purchase agreement or underwriting agreement among the Company and the Persons purchasing such Additional Notes.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Qualified Capital Stock” means any Capital Stock that is not Disqualified Stock.

“Rating Agencies” mean S&P and Moody’s.

“Rating Category” means (i) with respect to S&P, any of the following categories: AAA, AA, A, BBB, BB, B, CCC, CC, C and D (or equivalent successor categories); (ii) with respect to Moody’s any of the following categories: Aaa, Aa, A, Baa, Ba, B, Caa, Ca and C (or equivalent successor categories) and (iii) the equivalent of any such category of S&P and Moody’s used by another rating agency. In determining whether the rating of the Notes has decreased by one or more gradations, gradations within Rating Categories (+ and - for S&P: 1, 2 and 3 for Moody’s; or the equivalent gradations for another rating agency) shall be taken into account (e.g., with respect to S&P, a decline in a rating from BB+ to BB, as well as from BB- to B+, will constitute a decrease of one gradation).

“Rating Decline” means (i) a decrease of two or more gradations (including gradations within Rating Categories as well as between Rating Categories) in the rating of the Notes by either Rating Agency from the rating of the Notes by such Rating Agency or (ii) a withdrawal of the rating of the Notes by either Rating Agency, provided that such decrease or withdrawal

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occurs on, or within 90 days after, the date of public notice of the occurrence of a Change of Control or of the intention by the Parent Guarantor to effect a Change of Control (which period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by either Rating Agency).

“Registered Exchange Offer” means the offer by the Company, pursuant to the Registration Rights Agreement, to certain Holders of Notes, to issue and deliver to such Holders, in exchange for the Notes, a like aggregate principal amount of Exchange Notes registered under the Securities Act.

“Registration Rights Agreement” means (1) with respect to the Initial Notes issued on the Issue Date, the Registration Rights Agreement dated April 2, 2007, among the Company, Parent Guarantor and the other parties thereto, and (2) with respect to each issuance of Additional Notes issued in a transaction exempt from the registration requirements of the Securities Act, the registration rights agreement, if any, among the Company, Parent Guarantor and the Persons purchasing such Additional Notes under the related Purchase Agreement.

“Related Party” with respect to the Principal means (A) any controlling stockholder or 80% (or more) owned Subsidiary of the Principal or (B) any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or Persons beneficially holding an 80% or more controlling interest of which consist of the Principal and/or such other Persons referred to in the immediately preceding clause (A).

“Representative” means the indenture trustee or other trustee, agent or representative of holders of any Senior Debt.

“Responsible Officer” when used with respect to the Trustee, means any officer within the Corporate Trust Administration of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

“Restricted Global Note” means a Global Note bearing the Private Placement Legend.

“Restricted Payment” means (i) the declaration or payment of any dividend or the making of any other distribution (other than dividends or distributions payable in Qualified Capital Stock or in options, rights or warrants to acquire Qualified Capital Stock or dividends or distributions by a Restricted Subsidiary so long as in the case of any dividend or distribution payable on or in respect of any class or series of Capital Stock issued by a Restricted Subsidiary other than a Wholly Owned Subsidiary, Parent Guarantor or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its interest in such Capital Stock) on shares of the Parent Guarantor’s Capital Stock, (ii) the purchase, redemption, retirement or other acquisition for value of any Capital Stock of Parent Guarantor, or any warrants, rights or options to acquire shares of Capital Stock of Parent Guarantor, other than through the exchange

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of such Capital Stock or any warrants, rights or options to acquire shares of any class of such Capital Stock for Qualified Capital Stock or warrants, rights or options to acquire Qualified Capital Stock, (iii) the voluntary or optional principal payment, or voluntary or optional redemption, repurchase, defeasance or other acquisition or retirement for value of Indebtedness of Parent Guarantor, the Company or any Subsidiary Guarantor that is subordinated in right of payment to the Notes or Notes Guarantees, and (iv) Investments in Unrestricted Subsidiaries or in Affiliates of Parent Guarantor that are not, directly or indirectly, controlled by Parent Guarantor; provided, however, that a Restricted Payment shall not included any voluntary or optional principal payment, or voluntary or optional redemption, refinancing, repurchase, defeasance or other acquisition or retirement for value of the 8-1/8% Notes, in each case, with unsecured Indebtedness.

“Restricted Subsidiary” means any Subsidiary of the Parent Guarantor other than an Unrestricted Subsidiary.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. or any successor to the rating agency business thereof.

“Second Priority Claims” means all Obligations in respect of the Notes or arising under the Second Priority Documents or any of them.

“Second Priority Documents” means (a) the Indenture, the Notes and the Collateral Documents and (b) any other related documents or instruments executed and delivered pursuant to any Second Priority Document described in clause (a) above evidencing or governing any Obligations thereunder.

“Second Priority Liens” means all liens granted to the Collateral Trustee that secure Second Priority Claims.

“Second Priority Mortgages” means a collective reference to each mortgage, deed of trust, deed to secure debt, and any other document or instrument under which any Lien on real property owned by any Grantor is granted to the Collateral Trustee secure any Second Priority Claims or under which rights or remedies with respect to any such Liens are governed.

“Securities Act” means the Securities Act of 1933, as amended.

“Security Agreement” means the Notes Security Agreement, dated as of April 2, 2007, among the Debtors and (as defined therein) and the Collateral Trustee.

“Senior Debt” means:

(1)           all Indebtedness of the Parent Guarantor or any Subsidiary Guarantor under the Credit Agreement;

(2)           any other Indebtedness of the Parent Guarantor or any Subsidiary Guarantor permitted to be incurred under the terms of this Indenture, unless the

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instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the Notes or any Notes Guarantee; and

(3)           all Obligations with respect to the items listed in the preceding clauses (1) and (2) (including any interest accruing after the commencement of any bankruptcy proceeding at the rate specified in the applicable Senior Debt, whether or not allowed as a claim in such proceeding).

Notwithstanding anything to the contrary in the preceding, Senior Debt will not include:

(1)           any liability for federal, state, local or other taxes owed or owing by such Person;

(2)           any Indebtedness of the Parent Guarantor or any Subsidiary to the Parent Guarantor or any of its Subsidiaries or Affiliates;

(3)           any trade payables;

(4)           the 8-1/8% Notes;

(5)           any amounts or liabilities owing to dealers from whom the Company purchases subscriber accounts; or

(6)           any Indebtedness that is incurred in violation of this Indenture.

“Shelf Registration Statement” means the registration statement filed by the Company in connection with the offer and sale of Initial Notes or Private Exchange Notes pursuant to a Registration Rights Agreement.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Subsidiary” means, with respect to any Person:

(1)           any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned, directly or indirectly, by such Person; and

(2)           any other Person (other than a corporation), including, without limitation, a partnership, joint venture or limited liability company, in which the specified Person, one or more Subsidiaries thereof or the specified Person and one or more Subsidiaries thereof, directly or indirectly, at the date of determination thereof, has or have at least a majority of the Voting Stock or other ownership interests of such Person.

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“TIA” means the Trust Indenture Act of 1939, as in effect on the date on which this Indenture is qualified under the TIA.

“Transfer Restricted Notes” means Notes that bear or are required to bear the Private Placement Legend.

“Trustee” means Wells Fargo Bank, N.A., a national banking association, until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

“Unrestricted Subsidiary” means any Subsidiary of the Parent Guarantor that is designated by the Parent Guarantor’s board of directors as an Unrestricted Subsidiary pursuant to a resolution of the board of directors, but only to the extent that such Subsidiary:

(1)           has no Indebtedness other than Non-Recourse Debt; and

(2)           is a Person with respect to which neither the Parent Guarantor nor any of its Restricted Subsidiaries has any direct or indirect obligation (1) to subscribe for additional Equity Interests or (2) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results.

“U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable or redeemable at the issuer’s option.

“Voting Stock” with respect to any specified Person (1) means any class or classes of Equity Interests of the specified Person pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the board of directors, partners, managers or trustees of the specified Person (irrespective of whether or not, at the time, stock of any other class or classes have, or might have, voting power by reason of the happening of any contingency) that control the management and policies of such Person, and (2) if such specified Person is a limited partnership, includes the general partner and limited partner interests of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1)           the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2)           the then outstanding principal amount of such Indebtedness.

“Wholly Owned Restricted Subsidiary” of any Person means a Restricted Subsidiary of such Person all the outstanding Capital Stock or other ownership interests of which (except

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directors’ qualifying shares) is at such time owned by such Person or its other Wholly Owned Restricted Subsidiaries.

“Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person all the outstanding Capital Stock or other ownership interests of which (except directors’ qualifying shares) is at such time owned by such Person and its other Wholly Owned Subsidiaries.

Section 1.02           Other Definitions.

Term	Defined in Section
“Act”	13.14
“Affiliate Transaction”	4.13
“Asset Sale Offer”	4.11
“Authentication Order”	2.02
“Change of Control Offer”	4.19
“Change of Control Payment”	4.19
“Change of Control Payment Date”	4.19
“Covenant Defeasance”	8.03
“DTC”	2.01
“Event of Default”	6.01
“Guaranteed Obligations”	11.01
“Incur”	4.07
“Legal Defeasance”	8.02
“Offer Amount”	3.07
“Offer Period”	3.07
“Pari Passu Indebtedness”	4.11
“Paying Agent”	2.03
“Payment Default”	6.01
“Permitted Debt”	4.07
“Purchase Date”	3.07
“Registrar”	2.03
“Related Proceedings”	13.09
“Repurchase Offer”	3.07
“Specified Courts”	13.09
“Subsidiary Guarantor”	11.06

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Section 1.03           Incorporation by Reference of Trust Indenture Act Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:

“indenture securities” means the Notes;

“indenture security Holder” means a Holder of a Note;

“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the Notes means the Company and any successor obligor upon the Notes.

All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule under the TIA have the meanings so assigned to them.

Rules of Construction

(a)           Unless the context otherwise requires:

(i)            a term has the meaning assigned to it;

(ii)           an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(iii)          “or” is not exclusive;

(iv)          words in the singular include the plural, and in the plural include the singular;

(v)           provisions apply to successive events and transactions; and (vi)  references to sections of or rules under the Securities Act shall be deemed to include

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substitute, replacement of successor sections or rules adopted by the Commission from time to time.

ARTICLE II
THE NOTES

Section 2.01           Form and Dating

(a)           The Initial Notes issued on the Issue Date will be offered by the Company in reliance on Section 4(2) under the Securities Act to a limited number of QIBs and institutional “accredited investors” as defined in Rule 501(a)(1), (2), (3) and (7) under the Securities Act. Initial Notes shall be issued initially in the form of one or more Global Notes without interest coupons and with the Global Note Legend and the Private Placement Legend, which shall be deposited on behalf of the Holders of the Initial Notes represented thereby with the Custodian and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in this Indenture.

(b)           The Initial Notes, the Exchange Notes, the Private Exchange Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A which is hereby incorporated in, and expressly made a part of, this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this Indenture.

(c)           This Section 2.01(c) shall apply only to a Global Note deposited with or on behalf of the Depositary. The Company shall execute and the Trustee shall, in accordance with this Section 2.01(b), authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depositary for such Global Note or Global Notes or the nominee of such Depositary and (b) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions or held by the Trustee as custodian for the Depositary. Indirect Participants and Participants shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or by the Trustee as the custodian of the Depositary or under such Global Note, and the Company, the Trustee and any agent of the Company or the Trustee shall be entitled to treat the Depositary as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Participants, the operation of customary practices of such Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Note.

(d)           Except as provided in this Section 2.01 or 2.06, owners of beneficial interests in Global Notes shall not be entitled to receive interests in, or physical delivery of, Definitive Notes.

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Section 2.02           Execution and Authentication.

Two Officers of the Company shall sign the Notes by manual or facsimile signature.  If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

The Trustee shall authenticate and deliver: (1) on the Issue Date, an aggregate principal amount of $115,345,000 12% Senior Secured Notes due 2011, (2) any Additional Notes for an original issue in an aggregate principal amount specified in the written order of the Company pursuant to this Section 2.02 and (3) Exchange Notes or Private Exchange Notes for issue only in a Registered Exchange Offer or a Private Exchange, respectively, pursuant to a Registration Rights Agreement, for a like principal amount of Initial Notes issued on the Issue Date, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of any issuance of Additional Notes pursuant to Section 2.13, shall certify that such issuance is in compliance with Section 4.07.

Section 2.03           Registrar and Paying Agent.

(a)           The Company shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent or Registrar without prior notice to any Holder. The Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company, Parent Guarantor or any of its Subsidiaries may act as Paying Agent or Registrar.

(b)           The Company initially appoints DTC to act as Depositary with respect to the Global Notes.

(c)           The Company initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes.

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Section 2.04           Paying Agent to Hold Money in Trust.

On or prior to 11:00 AM New York City time on each due date of the principal and interest on any Note, the Company shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Noteholders or the Trustee all money held by the Paying Agent for the payment of principal of or interest on the Notes and shall notify the Trustee of any default by the Company in making any such payment. If the Company or a Subsidiary acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon complying with this Section 2.04, the Paying Agent shall have no further liability for the money delivered to the Trustee.

Section 2.05           Holder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Noteholders. If the Trustee is not the Registrar, the Company shall furnish, or cause the Registrar to furnish, to the Trustee, in writing at least five Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Noteholders.

Section 2.06           Transfer and Exchange.

(a)           When Definitive Notes are presented to the Registrar with a request: (i) to register the transfer of such Definitive Notes; or (ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange: (i) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or its attorney duly authorized in writing; and (ii) if such Definitive Notes are required to bear a Private Placement Legend, they are being transferred or exchanged pursuant to an effective registration statement under the Securities Act, pursuant to clause (A), (B) or (C) below, and are accompanied by the following additional information and documents, as applicable:

(A)          if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect; or

(B)           if such Definitive Notes are being transferred to the Company, a certification to that effect; or

(C)           if such Definitive Notes are being transferred (x) pursuant to an exemption from registration in accordance with Rule 144A or Rule 144 under the Securities Act; or (y) in reliance upon another exemption from the requirements of the Securities Act: (i) a certification to that effect (in the form set

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forth on the reverse of the Security) and (ii) if the Company so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the Private Placement Legend.

(b)           A Definitive Note may not be exchanged for a beneficial interest in a Global Security.

(c)           A Global Note may not be transferred as a whole except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. In the event that Global Note is exchanged for Definitive Notes, prior to the consummation of a Registered Exchange Offer or the effectiveness of a Shelf Registration Statement with respect to such Notes, such Notes may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.3 (including the certification requirements set forth on the reverse of the Initial Notes intended to ensure that such transfers comply with Rule 144A or another applicable exemption under the Securities Act, as the case may be) and such other procedures as may from time to time be adopted by the Company.

(d)           (i)(A)  Except as permitted by the following paragraphs (ii), (iii) and (iv), each certificate evidencing the Global Notes (and all Notes issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following form:

THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO THE COMPANY, (II) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV), IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY

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PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

(B)           Each Definitive Note shall also bear the following additional legend:

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

(C)           Each Global Note shall bear the following legend:

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(A) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

(ii)           Upon any sale or transfer of a Transfer Restricted Security Note (including any Transfer Restricted Note represented by a Global Note) pursuant to Rule 144 under the Securities Act, the Registrar shall permit the transferee thereof to exchange such Transfer Restricted Note for a Definitive Note that does not bear the legend set forth above and rescind any restriction on the transfer of such Transfer Restricted Note, if the transferor thereof certifies in writing to the Registrar that such sale or transfer was made in reliance on Rule 144 (such certification to be in the form set forth on the reverse of the Note).

(iii)          After a transfer of any Initial Notes or Private Exchange Notes pursuant to and during the period of the effectiveness of a Shelf Registration Statement with respect to such Initial Notes or Private Exchange Notes, as the case may be, all requirements pertaining to legends on such Initial Notes or such Private Exchange Notes will cease to apply, the requirements requiring any such Initial Notes or such Private Exchange Notes issued to certain Holders be issued in global form will cease to apply, and a certificated Initial Note or Private Exchange Note or an Initial Note or Private Exchange Note in global form, in each case without restrictive transfer legends, will be available to the transferee of the Holder of such Initial Note or Private Exchange Note

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upon exchange of such transferring Holder’s certificated Initial Note or Private Exchange Note or directions to transfer such Holder’s interest in the Global Note, as applicable.

(iv)          Upon the consummation of a Registered Exchange Offer with respect to the Initial Notes, all requirements pertaining to such Initial Notes that Initial Notes issued to certain Holders be issued in global form will still apply with respect to Holders of such Initial Notes that do not exchange their Initial Notes, and Exchange Notes in certificated or global form, in each case without the Private Placement Legend will be available to Holders that exchange such Initial Notes in such Registered Exchange Offer.

(v)           Upon the consummation of a Private Exchange with respect to the Initial Notes, all requirements pertaining to such Initial Notes that Initial Notes issued to certain Holders be issued in global form will still apply with respect to Holders of such Initial Notes that do not exchange their Initial Notes, and Private Exchange Notes in global form with the Global Security Legend and Private Placement Legend hereto will be available to Holders that exchange such Initial Notes in such Private Exchange.

(e)           At such time as all beneficial interests in a Global Note have either been exchanged for Definitive Notes, redeemed, purchased or canceled, such Global Note shall be returned to the Depositary for cancellation or retained and canceled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Definitive Notes, redeemed, purchased or canceled, the principal amount of Notes represented by such Global Note shall be reduced and an adjustment shall be made on the books and records of the Trustee (if it is then the Custodian for such Global Note) with respect to such Global Note, by the Trustee or the Custodian, to reflect such reduction.

(f)            The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in the Depositary or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders under the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners.

The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to

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examine the same to determine substantial compliance as to form with the express requirements hereof.

(g)           A Global Note deposited with the Depositary or with the Trustee as Custodian for the Depositary pursuant to Section 2.1 shall be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.06 hereof and (i) the Depository notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note and the Depositary fails to appoint a successor depository or if at any time such Depositary ceases to be a “clearing agency” registered under the Exchange Act, in either case, and a successor depository is not appointed by the Company within 90 days of such notice, or (ii) an Event of Default has occurred and is continuing or (iii) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under this Indenture. Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.06(g) shall be surrendered by the Depositary to the Trustee located at its principal corporate trust office, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.06(g) shall be executed, authenticated and delivered only in denominations of $1,000 principal amount and any integral multiple thereof and registered in such names as the Depositary shall direct. Any Definitive Note delivered in exchange for an interest in the Transfer Restricted Note shall, except as otherwise provided by Section 2.06(d) hereof, bear the applicable legend.

Subject to the provisions of this Section 2.06, the registered Holder of a Global Note shall be entitled to grant proxies and otherwise authorize any Person, including Participants and Indirect Participants, to take any action which a Holder is entitled to take under this Indenture or the Notes. In the event of the occurrence of one of the events specified in this Section 2.06(g), the Company shall promptly make available to the Trustee a reasonable supply of Definitive Notes in definitive, fully registered form without interest coupons. In the event that such Definitive Notes are not issued, the Company expressly acknowledges, with respect to the right of any Holder to pursue a remedy under this Indenture, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Definitive Notes had been issued.

Section 2.07           Replacement Notes.

If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Company and the Trustee to protect the Company, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if a Note is replaced. The Company and the Trustee may charge the Holder for their expenses in replacing a Note. Every replacement Note is an additional Obligation of the Company.

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Section 2.08           Outstanding Notes.

Notes outstanding at any time are all Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note. If a Note is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee and the Company receive proof satisfactory to them that the replaced Note is held by a bona fide purchaser.

If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date money sufficient to pay all principal and interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Noteholders on that date pursuant to the terms of this Indenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Section 2.09           Temporary Notes.

Until Definitive Notes are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of Definitive Notes but may have variations that the Company considers appropriate for temporary Notes. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate Definitive Notes and deliver them in exchange for temporary Notes upon surrender of such temporary Notes at the office or agency of the Company, without charge to the Holder.

Section 2.10           Cancellation.

The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel and destroy (subject to the record retention requirements of the Exchange Act) all Notes surrendered for registration of transfer, exchange, payment or cancellation and deliver a certificate of such destruction to the Company unless the Company directs the Trustee to deliver copies of canceled Notes to the Company. The Company may not issue new Notes to replace Notes they have redeemed, paid or delivered to the Trustee for cancellation.

Section 2.11           Defaulted Interest.

If the Company defaults in a payment of interest on the Notes, the Company shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) in any lawful manner. The Company may pay the defaulted interest to the persons who are Noteholders on a subsequent special record date. The Company shall fix or cause to be fixed any such special record date and payment date to the reasonable satisfaction of the Trustee and shall promptly mail or cause to be mailed to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

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Section 2.12           CUSIP Numbers.

The Company in issuing the Notes may use “CUSIP” numbers (if then generally in use) and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers.

Section 2.13           Issuance of Additional Notes.

After the Issue Date, the Company shall be entitled, subject to compliance with Section 4.07, to issue Additional Notes under this Indenture, which Notes shall have identical terms as the Initial Notes issued on the Issue Date, other than with respect to the date of issuance and issue price. All the Notes issued under this Indenture shall be treated as a single class for all purposes of this Indenture including waivers, amendments, redemptions and offers to purchase. Any Additional Notes subsequently issued will be secured, equally and ratably with the Notes, by the Second Priority Liens on the Collateral. As a result, the issuance of any Additional Notes will have the effect of diluting the value of the security interest in the Collateral for the then outstanding Notes. With respect to any Additional Notes, the Company shall set forth in a resolution of its board of directors and an Officers’ Certificate, a copy of each which shall be delivered to the Trustee, the following information:

(i)            the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture and the provision of Section 4.07 that the Company is relying on to issue such Additional Notes; and (ii) the issue price, the issue date and the CUSIP number of such Additional Notes; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have more than a de minimis amount of “original issue discount” within the meaning of Section 1273 of the Code.

ARTICLE III
REDEMPTION AND OFFERS TO PURCHASE

Section 3.01           Notices to Trustee.

If the Company elects to redeem the Notes pursuant to the optional redemption provisions set forth in the Notes, it shall furnish to the Trustee, at least 30 days but not more than 60 days before a redemption date, an Officers’ Certificate setting forth (i) the provision of the Notes pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be redeemed and (iv) the redemption price.

Section 3.02           Selection of Notes to Be Redeemed.

(a)           If less than all of the Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed among the Holders of the Notes in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed

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or, if the Notes are not so listed, on a pro rata basis, by lot or in accordance with any other method the Trustee considers fair and appropriate. In the event of partial redemption by lot, the particular Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption.

(b)           The Trustee shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount at maturity thereof to be redeemed. No Notes in amounts of $1,000 or less shall be redeemed in part. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Section 3.03           Notice of Redemption.

(a)           At least 30 days but not more than 60 days before a redemption date, the Company shall mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address.

(b)           The notice shall identify the Notes to be redeemed and shall state:

(i)            the redemption date;

(ii)           the redemption price;

(iii)          if any Note is being redeemed in part, the portion of the principal amount at maturity of such Note to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion of the original Note shall be issued in the name of the Holder thereof upon cancellation of the original Note;

(iv)          the name and address of the Paying Agent;

(v)           that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price and become due on the date fixed for redemption; (vi)  that, unless the Company defaults in making such redemption payment, interest, if any, on Notes called for redemption ceases to accrue on and after the redemption date;

(vi)          the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and

(vii)         that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes.

(c)           At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its expense; provided, however, that the Company shall have

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delivered to the Trustee, at least 45 days prior to the redemption date, an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph. The notice, if mailed in the manner provided herein shall be presumed to have been given, whether or not the Holder receives such notice.

Section 3.04           Effect of Notice of Redemption.

Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price. A notice of redemption may not be conditional.

Section 3.05           Deposit of Redemption Price.

(a)           One Business Day prior to the redemption date, the Company shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption price of and accrued interest and Liquidated Damages, if any, on all Notes to be redeemed on that date. The Trustee or the Paying Agent shall promptly return to the Company any money deposited with the

(b)           Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption price of, and accrued interest on, all Notes to be redeemed.

(c)           If the Company complies with the provisions of the preceding paragraph, on and after the redemption date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption. If a note is redeemed on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

Section 3.06           Notes Redeemed in Part.

Upon surrender of a Note that is redeemed in part, the Company shall issue and the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed portion of the Note surrendered. No Notes in denominations of $1,000 or less shall be redeemed in part.

Section 3.07           Repurchase Offers.

In the event that, pursuant to Section 4.11 or 4.19 hereof, the Company shall be required to commence an offer to all Holders to purchase their respective Notes (a “Repurchase Offer”), it shall follow the procedures specified in such Sections and, to the extent not inconsistent therewith, the procedures specified below.

The Repurchase Offer shall remain open for a period of no less than 30 days and no more than 90 days following its commencement, except to the extent that a longer period is required

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by applicable law (the “Offer Period”). No later than three Business Days after the termination of the offer Period (the “Purchase Date”), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.11 or Section 4.19 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made.

If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest and Liquidated Damages, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest or Liquidated Damages shall be payable to Holders who tender Notes pursuant to the Repurchase Offer.

Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders. The notice shall contain all instructions and matters necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state:

(i)            that the Repurchase Offer is being made pursuant to this Section 3.07 and Section 4.11 or Section 4.19 hereof, and the length of time the Repurchase Offer shall remain open;

(ii)           the Offer Amount, the purchase price and the Purchase Date;

(iii)          that any Note not tendered or accepted for payment shall continue to accrue interest and Liquidated Damages, if any;

(iv)          that, unless the Company defaults in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrue interest and Liquidated Damages, if any, on and after the Purchase Date;

(v)           that Holders electing to have a Note purchase pursuant to a Repurchase offer may elect to have Notes purchased in integral multiples of $1,000 only;

(vi)          that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date;

(vii)         that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

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(viii)        that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall, subject in the case of a Repurchase offer made pursuant to Section 4.11 or Section 4.19, select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased); and

(ix)           that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer).

On the Purchase Date, the Company shall, to the extent lawful, subject in the case of a Repurchase Offer made pursuant to Section 4.11 or Section 4.19, accept for payment on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes (or portions thereof) were accepted for payment by the Company in accordance with the terms of this Section 3.07. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than three days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, and accepted by the Company for purchase, and the Company, shall promptly issue a new Note. The Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer on the Purchase Date.

The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act, and any other securities laws and regulations to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to a Repurchase Offer. To the extent that the provisions of any securities laws or regulations conflict the provisions of this Section 3.07, Section 4.11 or Section 4.19, the Company shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.07, 4.11 or 4.19 by virtue of such compliance.

ARTICLE IV
COVENANTS

Section 4.01           Payment of Notes.

(a)           The Company shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Company or one of its Subsidiaries, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. The Company shall pay

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all Liquidated Damages, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement.

(b)           The Company shall, subject to applicable law, pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to 1% per annum in excess of the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest, and Liquidated Damages (without regard to any applicable grace period) at the same rate to the extent lawful.

Section 4.02           Maintenance of Office or Agency.

(a)           The Company shall maintain an office or agency (which may be an office of the Trustee or an agent of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

(b)           The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

(c)           The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.04 of this Indenture.

Section 4.03           Commission Reports.

(a)           Whether or not required by the Commission, so long as any Notes are outstanding, the Company will furnish to the Trustee and the Holders of Notes, within the time periods specified in the Commission’s rules and regulations (including any permitted extensions):

(i)            all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent accountants; and

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(ii)           all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports, provided that the Company shall not be required to deliver any such quarterly report or information or current report if such report or information is filed with the Commission and made publicly available on the Commission’s EDGAR website.

(b)           In addition, whether or not required by the Commission, the Company will file a copy of all of the information and reports referred to in clauses (a)(i) and (ii) above with the Commission for public availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing).  In addition, the Company and the Guarantors have agreed that, for so long as any Notes remain outstanding, they will furnish to the Trustee and the Holders, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(c)           If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.03(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

(d)           Notwithstanding the foregoing, so long as Parent Guarantor is reporting consolidated financials with the Commission that are compliant with the Exchange Act and the other reporting requirements of Section 4.03(a)-(c), the Company shall not be obligated to comply with any of the reporting requirements set forth in Section 4.03(a)-(c).

Section 4.04           Compliance Certificate.

(a)           The Company and each Guarantor (to the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge, the Company has kept, observed, performed and fulfilled its obligations under this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

(b)           So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered

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pursuant to Section 4.03(a) above shall be accompanied by a written statement of the Company’s independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements, nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article Four or Article Five hereof relating to financial, accounting or reporting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. If such a certification is contrary to the then current recommendations of the American Institute of Certificate Public Accountants with respect to any year-end financial statements being delivered to the Trustee pursuant to Section 4.03(a), the Company shall deliver an Officer’s Certificate to such effect to the Trustee at the time such year-end financial statements are so delivered to the Trustee.

(c)           The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officer’s Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

Section 4.05           Taxes.

The Company shall pay, and shall cause each of its Subsidiaries to pay, prior to delinquency, any taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.

Section 4.06           Stay, Extension and Usury Laws.

The Company and each of the Guarantors covenant (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company and each of the Guarantors (to the extent that it may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant that they shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

Section 4.07           Limitation on Indebtedness.

(a)           The Parent Guarantor shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, (collectively, “Incur”), with respect to any Indebtedness, and the Parent Guarantor will not, and will not permit any of its Restricted Subsidiaries to, issue any Disqualified Stock (other than to the Parent Guarantor or a Wholly Owned Restricted Subsidiary); provided, however, that the Parent Guarantor and any Restricted Subsidiary may incur Indebtedness and issue shares of Disqualified Stock if the Parent Guarantor’s Consolidated Fixed Charge Coverage Ratio at the time of the incurrence of such

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Indebtedness or issuance of such Disqualified Stock, after giving pro forma effect thereto (including a pro forma application of the use of proceeds therefrom), is greater than 2.25 to 1.0.

(b)           Section 4.07(a) shall not prohibit the incurrence of any of the following items of Indebtedness or issuance of Disqualified Stock (collectively, “Permitted Debt”) by the Parent Guarantor and the Restricted Subsidiaries:

(i)            the incurrence of Indebtedness pursuant to the Credit Agreement (including letter of credit obligations) in an aggregate principal amount outstanding under this clause (i) at any one time not to exceed $375 million, plus an amount equal to the lesser of (A) $15 million and (B) the amount necessary to repurchase all outstanding IASG Notes not tendered in connection with the Company’s exchange offer for the IASG Notes, less the aggregate amount of all Net Proceeds of Asset Sales applied by the Parent Guarantor or any Restricted Subsidiary to repay any Indebtedness under the Credit Agreement (and, in the case of any revolving credit Indebtedness under the Credit Agreement, to effect a corresponding permanent commitment reduction thereunder) pursuant to Section 4.11;

(ii)           the incurrence of Existing Indebtedness;

(iii)          the incurrence of Indebtedness represented by (A) the Notes issued on the Issue Date and any Notes Guarantees by the Parent Guarantor and Subsidiary Guarantors or (B) Exchange Notes in respect of such Notes or any Additional Notes and any guarantees of such Exchange Notes by the Parent Guarantor and Subsidiary Guarantors;

(iv)          the incurrence of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be Incurred under Section 4.07(a) or clauses (ii), (iii), (iv), (viii) or (x) of this Section 4.07(b), or the issuance by the Parent Guarantor or any of its Restricted Subsidiaries of Permitted Refinancing Disqualified Stock in exchange for, or the net proceeds of which are used to refund, refinance or replace Disqualified Stock (other than intercompany Disqualified Stock) that was permitted by this Indenture to be issued;

(v)           the incurrence of intercompany Indebtedness between or among the Parent Guarantor and any of its Restricted Subsidiaries; provided, however, that:

(A)          if the Parent Guarantor or any Subsidiary Guarantor is the obligor, such Indebtedness must be unsecured, evidenced by a promissory note and expressly subordinated to the prior payment in full in cash of all obligations under the Notes, and

(B)           (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor, and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor shall be deemed, in

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each case, to constitute an incurrence of such Indebtedness by the Parent Guarantor or such Restricted Subsidiary, as the case may be, that was not permitted by this Section 4.07(b)(v);

(vi)          the incurrence of Hedging Obligations, provided that such obligations are entered into for bona fide hedging purposes and not for speculative purposes;

(vii)         the incurrence of additional Indebtedness in an aggregate amount not to exceed at any one time outstanding the sum of (A) $75.0 million and (B) 100% of the net proceeds received by the Parent Guarantor or any Restricted Subsidiary from the issue or sale after the Issue Date of Qualified Capital Stock (including upon the conversion or exchange of any Indebtedness), or net proceeds contributed to the capital of the Parent Guarantor or any Restricted Subsidiary (other than in respect of Disqualified Capital Stock) as determined in accordance with clauses (iii)(b) and (iii)(c) of Section 4.08(a) to the extent such net proceeds have not been applied pursuant to such clause to make Restricted Payments or to effect other transactions pursuant to Section 4.08(b) (it being understood that any Indebtedness incurred under this clause (vii) shall cease to be deemed incurred or outstanding for purposes of this clause (vii) from and after the first date on which the Parent Guarantor could have incurred such Indebtedness under Section 4.07(a) without reliance upon this clause (vii), and such Indebtedness shall thereupon be deemed to have been so incurred);

(viii)        the incurrence of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of the Parent Guarantor or such Restricted Subsidiary at the time of such incurrence (whether through a direct purchase of assets or the Capital Stock of any Person owning solely those assets) in an aggregate principal amount not to exceed $25.0 million at any time outstanding;

(ix)           the guarantee by the Parent Guarantor, Company or any Subsidiary Guarantor of Indebtedness of the Parent Guarantor, Company or a Restricted Subsidiary that was permitted to be incurred by another provision of this Section 4.07;

(x)            the incurrence of Indebtedness (including but not limited to Capital Lease Obligations, mortgage financings or purchase money obligations) for the purpose of financing all or any part of the price or cost of the bona fide acquisition, construction or improvement of property or assets (whether through direct purchase of assets or the Capital Stock of any Person owning such assets) or incurred to refinance any such purchase price or cost of acquisition, construction or improvement; provided, however, that no Indebtedness may be incurred under this clause (x) if the amount of Indebtedness outstanding under this clause (x) exceeds 5% of the total consolidated assets of the Parent Guarantor and its Subsidiaries as set forth on its consolidated balance sheet as of the most recently completed fiscal quarter prior to the Incurrence of Indebtedness pursuant to this clause (x) for which financial statements have been filed with the Commission or provided to the Trustee; and

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(xi)           the incurrence of unsecured Indebtedness, the proceeds of which are used to redeem, refinance, repurchase, defease or otherwise acquire or retire the 8-1/8% Notes.

For purposes of determining compliance with this Section 4.07, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in Sections 4.07(b)(i) through (xi) above or is entitled to be Incurred pursuant to Section 4.07(a), the Parent Guarantor may, in its sole discretion:

(A)          at the time the proposed Indebtedness is incurred, classify all or a portion of that item of indebtedness on the date of its incurrence under either Section 4.07(a) or under any category of Permitted Debt described in clauses (i) through (xi) of this Section 4.07(b); and

(B)           reclassify at any later date all or a portion of that or any other item of Indebtedness as being or having been incurred in any manner that complies with this Section 4.07;

provided, that, in each case, Indebtedness under the Credit Agreement outstanding on the date the Notes are first issued under this Indenture is deemed to be incurred pursuant to Section 4.07(b)(i).

Accrual of interest, accretion or amortization of original issue discount and the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms shall not be deemed to be an incurrence of Indebtedness for purposes of this Section 4.07.

Section 4.08           Limitation on Restricted Payments

(a)           Parent Guarantor will not, and will not cause or permit its Restricted Subsidiaries, to, directly or indirectly, make any Restricted Payment if at the time of such Restricted Payment and immediately after giving effect thereto:

(i)            a Default or Event of Default shall have occurred and be continuing;

(ii)           Parent Guarantor is not able to incur $1.00 of additional Indebtedness pursuant to the Consolidated Fixed Charge Coverage Ratio test set forth in Section 4.07(a); or

(iii)          the aggregate amount of Restricted Payments made subsequent to the Issue Date (the amount expended for such purposes, if other than in cash, being the fair market value of such property as determined by the board of directors of Parent Guarantor in good faith) exceeds the sum of (A) (x) 100% of Consolidated EBITDA accrued subsequent to the Issue Date (beginning with the first full fiscal quarter following the Issue Date) to the most recent date for which financial information has been filed with the Commission or provided to the Trustee (taken as one accounting period), less (y) 1.75 times Consolidated Interest Expense for the same period; plus (B) 100% of the aggregate net proceeds, including the fair market value of property other than cash as determined by

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the board of directors of Parent Guarantor in good faith, received subsequent to the Issue Date by Parent Guarantor or any Restricted Subsidiary from any Person (other than a Restricted Subsidiary of Parent Guarantor) from the issuance and sale subsequent to the Issue Date of Qualified Capital Stock of Parent Guarantor or any Restricted Subsidiary (excluding any net proceeds from issuances and sales financed directly or indirectly using funds borrowed from Parent Guarantor or any Restricted Subsidiary, until and to the extent such borrowing is repaid, but including the proceeds from the issuance and sale (whether before or after the Issue Date) of any securities convertible into or exchangeable for Qualified Capital Stock of Parent Guarantor or any Restricted Subsidiary to the extent such securities are so converted or exchanged after the Issue Date and including any additional proceeds received by Parent Guarantor or such Restricted Subsidiary upon such conversion or exchange); plus (C) without duplication of any amount included in clause (iii)(B) above, 100% of the aggregate net proceeds, including the fair market value of property other than cash (valued as provided in clause (iii)(B) above), received by Parent Guarantor as a capital contribution subsequent to the Issue Date; plus (D) $5 million (provided, that no portion of such $5 million shall be deemed to be available to Parent Guarantor to pay dividends or repurchase any of its Capital Stock); plus (E) an amount equal to the net reduction in Investments in any Unrestricted Subsidiary or in an Affiliate of Parent Guarantor that is not controlled, directly or indirectly, by Parent Guarantor resulting from payments of interest on debt, dividends, repayments of loans or advances, or other transfers of assets, in each case to Parent Guarantor or any Restricted Subsidiary or from the net proceeds (if other than cash, valued as provided in clause (iii)(B) above) from the sale of any such Investment (except, in each case, to the extent any such payment or proceeds are included in the calculation of Consolidated EBITDA), or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of “Investments”) not to exceed, in each case, the amount of Investments previously made by Parent Guarantor or any Restricted Subsidiary in such Person.

(b)           Notwithstanding clause (a) of this Section 4.08, this Section 4.08 shall not prohibit:

(i)            the payment of any dividend or the making of any distribution within 60 days after the date of its declaration if such dividend or distribution would have been permitted on the date of declaration;

(ii)           the purchase, redemption or other acquisition or retirement of any Capital Stock of Parent Guarantor or any Restricted Subsidiary or any warrants, options or other rights to acquire shares of any class of such Capital Stock either (A) solely in exchange for shares of Qualified Capital Stock of Parent Guarantor or any Restricted Subsidiary or other warrants, options or rights to acquire such Capital Stock of Parent Guarantor or any Restricted Subsidiary or (B) through the application of the net proceeds of a substantially concurrent sale for cash (other than to a Restricted Subsidiary) of shares of Qualified Capital Stock of Parent Guarantor or any Restricted Subsidiary or warrants, options or other rights to acquire Qualified Capital Stock of Parent Guarantor or any Restricted Subsidiary or (C) in the case of Disqualified Capital Stock, solely in exchange

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for, or through the application of the net proceeds of a substantially concurrent sale for cash (other than to a Restricted Subsidiary) of, Disqualified Capital Stock;

(iii)          the making of any principal payment or the redemption, repurchase, defeasance or other acquisition or retirement for value of Indebtedness of the Parent Guarantor, the Company or any Subsidiary Guarantor which is subordinated in right of payment to the Notes Guarantee or the Notes, as the case may be, in exchange for, or out of the proceeds of, a substantially concurrent sale for cash (other than to a Restricted Subsidiary) of (A) shares of Qualified Capital Stock of Parent Guarantor or any Restricted Subsidiary (or options, warrants or other rights to acquire such Capital Stock) or (B) Permitted Refinancing Indebtedness;

(iv)          payments or distributions to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a consolidation, merger or transfer of assets;

(v)           repurchases of warrants, options or rights to acquire Capital Stock deemed to occur upon exercise of warrants, options or rights to acquire Capital Stock if such warrants, options or rights represent a portion of the exercise price of such warrants, options or rights;

(vi)          dividends on Qualified Capital Stock in an annual amount not to exceed 6.0% of the net cash proceeds received from shares of Qualified Capital Stock sold (other than to a Restricted Subsidiary) for the account of the Parent Guarantor or a Restricted Subsidiary; and

(vii)         Investments, not to exceed more than $25 million at any time outstanding, in Unrestricted Subsidiaries or Affiliates of Parent Guarantor not controlled, directly or indirectly, by Parent Guarantor;

provided, however, that in the case of clauses other than clauses (i), (ii) and (vii) of this Section 4.08(b), no Event of Default shall have occurred or be continuing at the time of such payment or as a result thereof.  In determining the aggregate amount of Restricted Payments made subsequent to the Issue Date, amounts expended pursuant to clauses (i), (ii)(A), (ii)(B), (iii)(A), (iv) and (vi) of this Section 4.08(b) shall be included in such calculation.

(c)           To the extent the issuance of Capital Stock and the receipt of capital contributions are applied to permit the issuance of Indebtedness pursuant to clause (vii) of the definition of Permitted Indebtedness, the issuance of such Capital Stock and the receipt of such capital contributions shall not be applied to permit payments under this Section 4.08.

(d)           The board of directors of Parent Guarantor may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the terms of this Indenture if such designation would not cause a Default. For purposes of making such determination, all outstanding Investments by the Parent Guarantor and its Restricted Subsidiaries (except to the extent repaid in cash) in the Subsidiary so designated will be deemed to be Restricted Payments at the time of such designation and will reduce the amount available for Restricted Payments under Section 4.08. All such outstanding Investments will be deemed to constitute Investments

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in an amount equal to the fair market value of such Investments at the time of such designation as determined in good faith by the board of directors of Parent Guarantor. Such designation will only be permitted if such Restricted Payment would be permitted at such time and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

(e)           Any such designation by the Parent Guarantor’s board of directors shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the board of directors giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the definition of an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date (and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.08, the Company shall be in default thereof).

(f)            The board of directors of Parent Guarantor may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary, provided that:

(i)            such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Parent Guarantor of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under Section 4.08, calculated on a pro forma basis as if such designation had occurred at the beginning of the relevant latest full fiscal quarter and, to the extent such Indebtedness is secured by a Lien, such Lien is permitted under Section 4.09;

(ii)           all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such designation shall only be permitted if such Investments would be permitted under Section 4.08; and

(iii)          no Default or Event of Default would be in existence immediately following such designation.

Section 4.09           Limitation on Liens

The Parent Guarantor shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Lien securing Indebtedness on any asset now owned or hereafter acquired, or any income or profits therefrom or assign or convey any right to receive income therefrom, except Permitted Liens.

Section 4.10           [Intentionally Omitted]

Section 4.11           Limitation on Asset Sales.

(a)           The Parent Guarantor shall not, and shall not permit any Restricted Subsidiary to, consummate any Asset Sale, unless:

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(i)            the consideration received by the Parent Guarantor or such Restricted Subsidiary is at least equal to the fair market value of the assets sold or disposed of as determined by the board of directors of the Parent Guarantor or the Restricted Subsidiary, as the case may be; and

(ii)           at least 75% of the consideration received consists of cash or Cash Equivalents or the assumption of Indebtedness of the Parent Guarantor or any Restricted Subsidiary, other than Indebtedness to the Company or any Restricted Subsidiary (provided, however, that the Parent Guarantor or such Restricted Subsidiary is irrevocably and unconditionally released from all liability under such indebtedness, or notes or other obligations that are promptly, but in no event more than 90 days after receipt, converted by the Parent Guarantor or such Restricted Subsidiary into cash or Cash Equivalents).

(b)           In the event and to the extent that the Net Proceeds received by the Parent Guarantor or any of its Restricted Subsidiaries from one or more Asset Sales occurring after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets, determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Parent Guarantor has been filed with the Commission or provided to the Trustee, then the Parent Guarantor shall or shall cause the relevant Restricted Subsidiary to:

(i)            within twelve months after the date Net Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets, (A) apply an amount equal to the amount of such Net Proceeds in excess of 10% of Adjusted Consolidated Net Tangible Assets to permanently repay Senior Debt or any Indebtedness of any Restricted Subsidiary, other than a Subsidiary Guarantor, in each owing to a Person other than the Parent Guarantor or any of its Restricted Subsidiaries; or (B) invest, including by way of capital expenditure or acquisition of Capital Stock or assets, an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a Person having property and assets of a nature or type, or engaged in a business) related, ancillary, or complementary to the business of Parent Guarantor and its Restricted Subsidiaries existing on the date of such investment; and

(ii)           apply, no later than the end of later of (x) the 12-month period referred to in clause (i) above or (y) the additional period referred to in paragraph (B) of clause (i), such Net Proceeds (to the extent not applied pursuant to clause (i)) as provided in clause (c) of this Section 4.11.

(c)           If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an offer to purchase pursuant to this Section 4.11 totals at least $10 million, the Company must commence an offer to purchase (an “Asset Sale Offer”), no later than the fifteenth Business Day of such month, and consummate such Asset Sale Offer to purchase with the Holders, and if required by the terms of any Indebtedness that is pari passu with the Notes (“Pari Passu Indebtedness”), from the holders of such Pari Passu

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Indebtedness on a pro rata basis, an aggregate principal amount of Notes, and Pari Passu Indebtedness, if any, equal to the Excess Proceeds on such date, at a purchase price equal to 100% of the principal amount thereof, plus, in each case, accrued and unpaid interest, if any, to the payment date. If the aggregate principal amount of Notes and any such Pari Passu Indebtedness validly tendered by holders thereof exceeds the amount of Excess Proceeds, the Notes and Pari Passu Indebtedness shall be purchased on a pro rata basis.

(d)           Upon the completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

Section 4.12           Limitation on Restrictions on Distributions from Restricted Subsidiaries

(a)           The Parent Guarantor shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the right of any Restricted Subsidiary to:

(i)            pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries or pay any indebtedness owed to the Company or its Restricted Subsidiaries;

(ii)           make loans or advances to the Company or any of its Restricted Subsidiaries; or

(iii)          transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.

(b)           The preceding restrictions set forth in Section 4.12(a) above shall not apply to encumbrances or restrictions existing under or by reason of:

(i)            Existing Indebtedness as in effect on the date of this Indenture;

(ii)           agreements existing on the date of this Indenture, and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to dividend and other payment restrictions than those contained in agreements as in effect on the date of this Indenture, as determined in good faith by the board of directors of the Parent Guarantor;

(iii)          this Indenture and the Notes and/or the Collateral Documents;

(iv)          the Credit Agreement and/or the documentation for the First Priority Liens; provided that the restrictions contained in any such agreement are no more restrictive, taken as a whole (as determined in good faith by the board of directors of the Parent Guarantor), than those contained in such agreements as of the date hereof;

(v)           applicable law;

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(vi)          any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;

(vii)         customary non-assignment provisions in leases, licenses and other agreements entered into in the ordinary course of business;

(viii)        purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in this Section 4.12(a)(iii) on the property so acquired;

(ix)           any agreement for the sale of a Restricted Subsidiary (whether by stock sale, asset sale, merger, consolidation or otherwise) that restricts distributions by such Restricted Subsidiary pending its sale;

(x)            Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole (as determined in good faith by the board of directors of the Parent Guarantor), than those contained in the agreements governing the Indebtedness being refinanced;

(xi)           secured Indebtedness otherwise permitted to be incurred pursuant to the provisions under Section 4.09 that limits the right of the debtor to dispose of the assets securing such Indebtedness;

(xii)          customary provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business; or

(xiii)         restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Section 4.13           Limitation on Transactions with Affiliates.

(a)           The Parent Guarantor shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into, make, amend, renew or extend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an “Affiliate Transaction”), unless:

(i)            such Affiliate Transaction is on terms that are no less favorable to the Parent Guarantor or such Restricted Subsidiary than those that might reasonably have

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been obtained in a comparable arm’s-length transaction by the Parent Guarantor or such Restricted Subsidiary with an unrelated Person;

(ii)           if such Affiliate Transaction or series of related Affiliate Transactions involves aggregate consideration in excess of $5.0 million, either (x) the board of directors of the Parent Guarantor (including a majority of the disinterested members of the board of directors) approves such Affiliate Transaction and, in its good faith judgment, believes that such Affiliate Transaction complies with clause (i) of this paragraph as evidenced by a resolution of the board of directors promptly delivered to the Trustee or (y) if there are no disinterested members of the board of directors, the Parent Guarantor complies with the fairness opinion requirement of this Section 4.13(a)(iii) with respect to such Affiliate Transaction; and

(iii)          if such Affiliate Transaction or series of related Affiliate Transactions involves aggregate consideration in excess of $15.0 million, the Parent Guarantor delivers to the Trustee an opinion as to the fairness to the Parent Guarantor or such Restricted Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

(b)           The following items shall not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of this Section 4.13(a):

(i)            any employment agreement, employee benefit plan or stock option plan entered into by the Parent Guarantor or any of its Restricted Subsidiaries or the issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant thereto in the ordinary course of business that has been approved by a majority of the disinterested members of the board of directors of the Parent Guarantor;

(ii)           transactions between or among the Parent Guarantor and its Wholly Owned Restricted Subsidiaries;

(iii)          Restricted Payments that are permitted by the provisions of Section 4.08 hereof;

(iv)          reasonable and customary directors’ fees, indemnification and similar arrangements and payments thereunder by the Parent Guarantor or any of its Restricted Subsidiaries;

(v)           loans or advances to employees of the Parent Guarantor or any of its Restricted Subsidiaries in the ordinary course of business, provided that the aggregate amount of all such loans and advances at any time outstanding shall not exceed $1.0 million;

(vi)          any agreement as in effect as of the date of this Indenture or any amendment thereto (so long as any such amendment, taken as a whole, is not disadvantageous to the Holders of the Notes in any material respect) or any transaction contemplated thereby; and

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(vii)         the issuance of Capital Stock or other Equity Interests of the Parent Guarantor (other than Disqualified Stock) or the making of other capital contributions to the Parent Guarantor.

Section 4.14           [Intentionally Omitted].

Section 4.15           Limitation on Issuances and Sales of Equity Interests in Restricted Subsidiaries

(a)           Parent Guarantor shall not transfer, convey, sell, lease or otherwise dispose of, and shall not permit any of its Restricted Subsidiaries to issue, transfer, convey, sell, lease or otherwise dispose of, any Equity Interests in any Restricted Subsidiary of the Parent Guarantor (other than the issuance of directors’ qualifying shares or an immaterial number of shares required by applicable law to be held by a Person other than the Parent Guarantor or a Restricted Subsidiary and excluding any pledge of Equity Interests of any Restricted Subsidiary) to any Person (other than the Parent Guarantor or a Wholly Owned Restricted Subsidiary of the Parent Guarantor), except:

(i)            if, immediately after giving effect to such issuance, transfer, conveyance, sale, lease or other disposition, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary and any Investment in such Person remaining after giving effect to such issuance or sale would have been permitted to be made under Section 4.07 hereof if made on the date of such issuance or sale;

(ii)           sales of Common Stock of a Restricted Subsidiary by the Parent Guarantor or a Restricted Subsidiary, provided that the Parent Guarantor or such Restricted Subsidiary complies with Section 4.11; or

(iii)          sales of Disqualified Stock or Preferred Stock of a Subsidiary Guarantor by the Parent Guarantor or a Subsidiary Guarantor that are otherwise permitted under Section 4.07, provided that the Parent Guarantor or such Subsidiary Guarantor complies with Section 4.11.

Section 4.16           Additional Subsidiary Guarantees

(a)           If the Parent Guarantor or any of its Subsidiaries shall acquire or create another Subsidiary then such newly acquired or created Subsidiary shall execute a supplemental indenture becoming a Subsidiary Guarantor in accordance with the terms of this Indenture.

(b)           A Subsidiary Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person), another Person, other than the Parent Guarantor or another Subsidiary Guarantor, unless:

(i)            immediately after giving effect to that transaction, no Default or Event of Default exists; and

(ii)           either:

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(A)          the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than the Subsidiary Guarantor) is a corporation, partnership, limited liability company or business trust organized or existing under the laws of the United States, any state thereof or the District of Columbia and assumes all the obligations of that Subsidiary Guarantor under the Indenture, its Notes Guarantee and the Registration Rights Agreement pursuant to a supplemental indenture satisfactory to the Trustee; or

(B)           such sale or other disposition complies with the “Limitation on Asset Sale” covenant of the Indenture, including the application of the Net Proceeds therefrom.

(c)           The Notes Guarantee of a Subsidiary Guarantor will be released in connection with any sale of all of the Capital Stock of a Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or another Subsidiary of the Parent Guarantor, if the sale of all such Capital Stock of that Subsidiary Guarantor complies with Section 4.11 herein.

Section 4.17           Business Activities.

The Parent Guarantor shall not, and shall not permit any Restricted Subsidiary to, engage in any business other than Permitted Businesses, except to such extent as would not be material to the Parent Guarantor and its Restricted Subsidiaries taken as a whole.

Section 4.18           Payments for Consent.

Neither the Parent Guarantor nor any of its Restricted Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder of any Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid or is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Section 4.19           Repurchase at the Option of Holders Upon a Change of Control.

(a)           Upon the occurrence of a Change of Control Triggering Event, each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase (the “Change of Control Payment”).  Within ten days following any Change of Control Triggering Event, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), pursuant to the procedures required by this Indenture and described in

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such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions for the Change of Control Offer, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations with respect to the Change of Control Offer by virtue thereof.

(b)           On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided, however, that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

(c)           Prior to the giving of the notice referred to in this Section 4.19(a), but in any event within 30 days following the date on which the Parent Guarantor becomes aware that a Change of Control Triggering Event has occurred, if the purchase of the Notes under Section 4.19(a) would violate or constitute a default under any other Indebtedness of the Parent Guarantor or its Restricted Subsidiaries, the Parent Guarantor shall, or shall cause its Restricted Subsidiaries, to the extent needed to permit such purchase of Notes under Section 4.19(a), either (i) repay all such Indebtedness and terminate all commitments outstanding thereunder or (ii) obtain the requisite consents, if any, under such Indebtedness to permit the purchase of the Notes under Section 4.19(a). The Parent Guarantor will first comply with the covenant in this Section 4.19(c) before it will be required to cause the Company to make the Change of Control Offer or purchase the Notes pursuant to the Section 4.19(a).

(d)           Notwithstanding anything to the contrary in this Section 4.19, the Company shall not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.19 and all other provisions of this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

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ARTICLE V
SUCCESSORS

Section 5.01           Merger, Consolidation or Sale of Assets.

(a)           Neither the Parent Guarantor nor the Company shall consolidate or merge with or into (whether or not the Parent Guarantor or the Company, as applicable, is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person unless:

(i)            the Parent Guarantor or Company, as applicable, is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Parent Guarantor or the Company, as applicable) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation, partnership, limited liability company or business trust organized or existing under the laws of the United States, any state thereof or the District of Columbia;

(ii)           the Person formed by or surviving any such consolidation or merger (if other than the Parent Guarantor or the Company, as applicable) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Parent Guarantor and the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee;

(iii)          immediately after such transaction no Default or Event of Default exists; and

(iv)          except in the case of a merger of the Parent Guarantor or Company with or into a Wholly Owned Restricted Subsidiary of the Parent Guarantor or Company, as applicable, immediately after giving effect to such transaction on a pro forma basis, the Parent Guarantor or the Company, as applicable, or the Person formed by or surviving any such consolidation or merger (if other than the Parent Guarantor or the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made, will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if such transaction had occurred at the beginning of the applicable latest full fiscal quarter, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Fixed Charge Coverage Ratio test set forth in Section 4.07(a); provided, however, that this Section 5.01(a)(iv) shall not apply if the principal purpose of such transaction is to change the state of incorporation of the Parent Guarantor or the Company and any such transaction shall not have as one of its purposes the evasion of the foregoing limitations.

Section 5.02           Successor Corporation Substituted.

Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Parent Guarantor or the Company in accordance with Section 5.01 hereof, the successor corporation formed by such consolidation or into or with which the Parent Guarantor or the Company, as applicable, is merged or to which

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such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Parent Guarantor” and the “Company” shall refer instead to the successor corporation and not to the Parent Guarantor or the Company), and may exercise every right and power of, the Parent Guarantor and the Company under this Indenture with the same effect as if such successor Person had been named as the Parent Guarantor/Company herein; provided, however, that the predecessor Parent Guarantor/Company shall not be relieved from the obligation to pay the principal of, premium, if any, and interest and Liquidated Damages, if any, on the Notes except in the case of a sale, assignment, transfer, conveyance or other disposition of all of the Parent Guarantor’s/Company’s assets that meets the requirements of Section 5.01 hereof; provided, further, that the predecessor Parent Guarantor/Company shall not be relieved from the obligation to pay the principal of, premium, if any, and interest and Liquidated Damages, if any, on the Notes in the case of a lease of all or substantially all of its property and assets.

ARTICLE VI
DEFAULTS AND REMEDIES

Section 6.01           Events of Default.

(a)           Each of the following constitutes an “Event of Default” under this Indenture:

(i)            the Company defaults in any payment of interest on any Note when the same becomes due and payable and such default continues for a period of 30 days;

(ii)           the Company default in the payment of the principal of any Note when the same becomes due and payable at its Stated Maturity, upon optional redemption, upon declaration of acceleration, upon required repurchase or otherwise;

(iii)          the Parent Guarantor or any of its Restricted Subsidiaries defaults in the performance of, or breaches, any covenants, warranty or other agreement contained in Sections 4.11, 4.19 or 5.01;

(iv)          the Parent Guarantor or any Restricted Subsidiary defaults in the performance of, or breaches, any covenant, warranty or other agreement contained in this Indenture or in the Notes (other than a default in the performance or breach of a covenant, warranty or agreement which is specifically dealt with in Section 6.01(a) (i), (ii) or (iii)) and such default or breach continues for 30 days after the notice specified below;

(v)           the occurrence of any default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Parent Guarantor or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Parent Guarantor or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee exists as of the date of the Indenture, or is created thereafter, if that default: (A)  is caused by a failure

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to pay at the Stated Maturity the principal of, or interest or premium, if any, on such Indebtedness (a “Payment Default”); or (B) results in the acceleration of such Indebtedness prior to its Stated Maturity, and, in each case, the principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 million or more;

(vi)          the Parent Guarantor or any of its Restricted Subsidiaries defaults in its obligation to pay one or more final, non-appealable judgments aggregating in excess of $15.0 million (which are not covered by insurance as to which the insurer has not disclaimed coverage) that remain undischarged for a period (during which execution shall not be effectively stayed) of 60 days;

(vii)         any Notes Guarantee ceases to be in full force and effect (other than in accordance with the terms of such Notes Guarantee), default by any Guarantor in the performance of any covenant set forth in its Notes Guarantee or Guarantor denies or disaffirms its obligations under its Notes Guarantee and such default continues for 10 days;

(viii)        the Parent Guarantor or any Restricted Subsidiary of the Parent Guarantor pursuant to or within the meaning of Bankruptcy Law:

(A)          commences a voluntary case,

(B)           consents to the entry of an order for relief against it in an involuntary case,

(C)           makes a general assignment for the benefit of its creditors, or (D)  generally is not paying its debts as they become due; or

(ix)           a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(A)          is for relief against the Parent Guarantor or any of its Restricted Subsidiaries in an involuntary case; or

(B)           appoints a custodian of the Parent Guarantor or any of its Restricted Subsidiaries or for all or substantially all of the property of the Parent Guarantor or any of its Restricted Subsidiaries, or

(C)           orders the liquidation of the Parent Guarantor or any of its Restricted Subsidiaries; and the order or decree remains unstayed and in effect for 60 consecutive days; and

(x)            with respect to any Collateral,

(A)          any material Lien under the Collateral Documents, at any time, ceases to be in full force and effect for any reason other than in accordance

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with the terms of the Collateral Documents and this Indenture and other than the satisfaction in full of all obligations under this Indenture and discharge of this Indenture,

(B)           any security interest created thereunder or under this Indenture is declared invalid or unenforceable,

(C)           the Parent Guarantor or any Subsidiary Guarantor asserts, in any pleading in any court of competent jurisdiction, that any such security interest is invalid or unenforceable or

(D)          any Person commences a foreclosure proceeding in respect of any material portion of the Collateral.

(b)           The foregoing will constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

(c)           A Default under clause (iv) of Section 6.01(a) is not an Event of Default until the Trustee or the holders of at least 25% in principal amount of the outstanding Notes notify the Company of the Default and the Company does not cure such Default (or cause such Default to be cured) within the time specified after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default.”

Section 6.02           Acceleration.

(a)           In the case of an Event of Default specified in clauses (viii) or (ix) of Section 6.01(a) hereof, with respect to the Parent Guarantor or any Restricted Subsidiary of the Parent Guarantor, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Notes may declare the principal of an accrued but unpaid interest on all the Notes to be due and payable. Upon such declaration, such principal and interest shall be due and payable immediately. If an Event of Default described in Section 6.01(a)(viii) or (ix) occurs and is continuing, the principal of and interest on all the Notes will ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders of the Notes. Under certain circumstances, the Holders of at least a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences.

(b)           In the event of a declaration of acceleration of the Notes because an Event of Default described in Section 6.01(a)(v) has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to Section 6.01(a)(v) shall be remedied or cured by the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration of the Notes with respect thereto and if (A) the annulment of the acceleration of the Notes would

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not conflict with any judgment or decree of a court of competent jurisdiction and (B) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.

Section 6.03           Other Remedies.

(a)           If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, interest, and Liquidated Damages, if any, with respect to, the Notes or to enforce the performance of any provision of the Notes or this Indenture.

(b)           The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

Section 6.04           Rescission, Cancellation and Waiver of Past Defaults.

(a)           The Holders of a majority in principal amount of the Notes then outstanding by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind and cancel a declaration of acceleration pursuant to Section 6.02 hereof, and its consequences if:

(i)            the rescission would not conflict with any judgment or decree of a court of competent jurisdiction;

(ii)           all existing Defaults and Events of Default have been cured or waived except nonpayment of principal of or interest on the Notes that has become due solely by such declaration of acceleration;

(iii)          to the extent the payment of such interest is lawful, interest (at the same rate specified in the Notes) on overdue installments of interest and overdue payments of principal, premium, if any, and interest which has become due otherwise than by such declaration of acceleration, has been paid;

(iv)          the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances; and

(v)           in the event of cure or waiver of a Default or Event of Default of the type described in Section 6.01(a)(viii) or (ix), the Trustee has received an Officers’ Certificate and Opinion of Counsel that such Default or Event of Default has been cured or waived.

(b)           The holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may, on behalf of the Holders of all of the Notes, waive any existing Default or Event of Default and its consequences under this Indenture except a continuing Default or Event of Default in the payment of principal of or interest on the Notes.

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The Company shall deliver to the Trustee an Officers’ Certificate stating that the requisite percentage of Holders have consented to any such rescission, cancellation or waiver and attaching copies of such consents. In case of any such rescission, cancellation or waiver, the Company, the Trustee and the Holders shall be restored to their former positions and rights hereunder and under the Notes, respectively. This Section 6.04 and Section 9.02 shall be in lieu of Section 316(a)(1)(B) of the TIA and such Section 316(a)(1)(B) of the TIA is hereby expressly excluded from this Indenture and the Notes, as permitted by the TIA. Upon any such rescission, cancellation or waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.05           Control by Majority.

Holders of a majority in principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability.

Section 6.06           Limitation on Suits.

(a)           A Holder may not pursue any remedy with respect to this Indenture or the Notes unless:

(i)            the Holder gives the Trustee written notice of a continuing Event of Default;

(ii)           the Holders of at least 25% in aggregate principal amount of outstanding Notes make a written request to the Trustee to pursue the remedy;

(iii)          such Holder or Holders offer and, if requested, provide to the Trustee security and indemnity satisfactory to the Trustee against any costs, liability or expense that might be incurred by it in connection with the request or direction;

(iv)          the Trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested, the provision of indemnity; and

(v)           during such 60-day period, the Holders of a majority in aggregate principal amount of the outstanding Notes do not give the Trustee a direction that is inconsistent with the request.

(b)           A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note.

Section 6.07           Rights of Holders of Notes to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium, if any, interest on, and Liquidated Damages, if any, with respect to, the

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Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. However, any such payment received by a Holder is subject to the subordination provisions of Article Ten.

Section 6.08           Collection Suit by Trustee.

If an Event of Default specified in Section 6.01(a)(i) or (a)(ii) occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium, if any, interest, and Liquidated Damages, if any, remaining unpaid on the Notes and interest on overdue principal and premium, if any, and, to the extent lawful, interest and Liquidated Damages, if any, and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09           Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Company or any Guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other securities or property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10           Priorities.

(a)           If the Trustee collects any money or property pursuant to this Article, it shall pay out the money in the following order:

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First: to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

Second: subject to Article Ten, to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, interest and Liquidated Damages, if any, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, interest, and Liquidated Damages, if any, respectively; and

Third: to the Company or to such party as a court of competent jurisdiction shall direct.

(b)           The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

Section 6.11           Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than ten percent in principal amount of the then outstanding Notes.

ARTICLE VII
TRUSTEE

Section 7.01           Duties of Trustee.

Except to the extent, if any, provided otherwise in the Trust Indenture Act of 1939 (as from time to time in effect):

(a)           If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b)           Except during the continuance of an Event of Default:

(i)            the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

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(ii)           in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

(c)           The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i)            this paragraph does not limit the effect of paragraph (b) of this Section;

(ii)           the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(iii)          the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.

(d)           Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.

(e)           No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, costs, liability or expense that might be incurred by it in connection with the request or direction.

(f)            Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Section 7.02           Certain Rights of Trustee

(a)           The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.

(b)           Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

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(c)           The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

(d)           The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

(e)           Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.

(f)            The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

(g)           The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of such event is sent to the Trustee in accordance with Section 12.02 hereof, and such notice references the Notes.

Section 7.03           Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may become a creditor of, or otherwise deal with, the Company or any of its Affiliates with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest as described in the Trust Indenture Act of 1939 (as in effect at such time), it must eliminate such conflict within 90 days, apply to the Commission for permission to continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04           Trustee’s Disclaimer.

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. Notwithstanding the effective date of this Indenture or anything to the contrary contained in this Indenture, the Trustee shall have no liability or responsibility for any act or event relating to this Indenture or the transactions related thereto which occurs prior to the date of this Indenture, and shall have no contractual obligations or fiduciary duties to the Company, any Guarantors, the Holders of the Notes and the holders of beneficial interests therein, or any other Person until the date of this Indenture.

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Section 7.05           Notice of Defaults.

If a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal, premium, interest or Liquidated Damages on any Note, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes.

Section 7.06           Reports by Trustee to Holders of the Notes.

(a)           Within 60 days after each May 15 beginning with May 15, following the date hereof, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA §313(a) (but if no event described in TIA §313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with TIA §313(b)(2). The Trustee shall also transmit by mail all reports as required by TIA §313(c).

(b)           A copy of each report at the time of its mailing to the Holders of Notes shall be mailed to the Company and filed with the Commission and each stock exchange on which the Notes are listed in accordance with TIA §313(d). The Company shall promptly notify the Trustee when the Notes are listed on any stock exchange or any delisting thereof.

Section 7.07           Compensation and Indemnity.

(a)           The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder in accordance with a written schedule provided by the Trustee to the Company. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

(b)           The Company shall indemnify the Trustee against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 7.07) and defending itself against any claim (whether asserted by either of the Company or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence, bad faith or willful misconduct. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld.

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(c)           The obligations of the Company under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and resignation of removal of the Trustee.

(d)           To secure the Company’s payment obligations in this Section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture and resignation or removal of the Trustee.

(e)           When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(a)(viii) and (ix) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

(f)            The Trustee shall comply with the provisions of TIA §313(b)(2) to the extent applicable.

Section 7.08           Replacement of Trustee.

(a)           A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08.

(b)           The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Company. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if:

(i)            the Trustee fails to comply with Section 7.10 hereof;

(ii)           the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(iii)          a custodian or public officer takes charge of the Trustee or its property; or

(iv)          the Trustee becomes incapable of acting.

(c)           If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company.

(d)           If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company, or the Holders of Notes of at least 10% in principal amount of the then outstanding Notes may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee.

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(e)           If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(f)            A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee.

Section 7.09           Successor Trustee by Merger, Etc.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another Person, the successor Person without any further act shall be the successor Trustee.

Section 7.10           Eligibility; Disqualification.

There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $150.0 million (or a direct or indirect wholly-owned subsidiary of a bank or trust company, or a bank holding company, having a combined capital and surplus of $150.0 million) as set forth in its most recent published annual report of condition.

This Indenture shall always have a Trustee who satisfies the requirements of TIA §310(a)(1), (2) and (5). The Trustee is subject to TIA §310(b).

Section 7.11           Preferential Collection of Claims Against Company. The Trustee is subject to TIA §311(a), excluding any creditor relationship listed in TIA §311(b). A Trustee who has resigned or been removed shall be subject to TIA §311(a) to the extent indicated therein. The Trustee hereby waives any right to set-off any claim that it may have against the Company in any capacity (other than as Trustee and Paying Agent) against any of the assets of the Company held by the Trustee; provided, however, that if the Trustee is or becomes a lender of any other Indebtedness permitted hereunder to be pari passu with the Notes, then such waiver shall not apply to the extent of such Indebtedness.

ARTICLE VIII
DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01           Option to Effect Legal Defeasance or Covenant Defeasance. The Company may, at the option of its board of directors evidenced by a resolution set forth in an

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Officers’ Certificate, at any time, elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article Eight.

Section 8.02           Legal Defeasance and Discharge.

Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes and all obligations of the Guarantors shall be deemed to have been discharged with respect to their obligations under the Notes Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Notes Guarantees, respectively, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal, interest or premium, if any, on such Notes when such payments are due, (b) the Company’s obligations with respect to such Notes under Article 2 concerning issuing temporary Notes, registration of Notes and mutilated, destroyed, lost or stolen Notes and the Company’s obligations under Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ obligations in connection therewith and (d) this Article 8. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Section 8.03           Covenant Defeasance.

Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Company and the Parent Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18 and 4.19 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Company and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as

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specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(a)(iii) through (vii) shall not constitute Events of Default.

Section 8.04           Conditions to Legal or Covenant Defeasance.

(a)           The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes:

(i)            the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and premium, if any, on the outstanding Notes on the stated maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular redemption date;

(ii)           in the case of Legal Defeasance, the Company shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(iii)          in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(iv)          no Default or Event of Default shall have occurred and be continuing either: (a) on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); or (b) insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 123rd day after the date of deposit;

(v)           such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument

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(other than this Indenture) to which the Parent Guarantor or any of its Subsidiaries is a party or by which the Parent Guarantor or any of its Subsidiaries is bound;

(vi)          the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others;

(vii)         if the Notes are to be redeemed prior to their stated maturity, the Company must deliver to the Trustee irrevocable instructions to redeem all of the Notes on the specified redemption date; and

(viii)        the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Section 8.05           Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.

(a)           Subject to Section 8.06 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium and Liquidated Damages, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

(b)           The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

(c)           Anything in this Article Eight to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06           Repayment to the Company.

Subject to any applicable abandoned property laws, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to

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the Company on its request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Company.

Section 8.07           Reinstatement.

If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s and the Parent Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof and, in the case of a Legal Defeasance, the Guarantors’ obligations under their respective Notes Guarantees shall be revised and reinstated as though no deposit had occurred pursuant to Section 8.02 hereof, in each case until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium, if any, or interest on any Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE IX
AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01           Without Consent of Holders of Notes.

(a)           Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors, and the Trustee may amend or supplement this Indenture, the Notes or the Collateral Documents without the consent of any Holder of a Note:

(i)            to cure any ambiguity, omission, defect or inconsistency;

(ii)           to provide for uncertificated Notes in addition to or in place of certificated Notes;

(iii)          to provide for the assumption of the Company’s or any Guarantor’s obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets;

(iv)          to add any additional assets as Collateral;

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(v)           to release Collateral from the Lien of the Indenture and the Collateral Documents when permitted or required by the Collateral Documents or the Indenture;

(vi)          upon any amendment, waiver or consent to the First Priority Collateral Documents granting the First Priority Liens on the Collateral, amending, waiving or consenting to the comparable provisions of the Collateral Documents as and to the extent set forth in the Intercreditor Agreement;

(vii)         to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under this Indenture of any such Holder in any material respect;

(viii)        to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; or

(ix)           to reflect the release of any Guarantor from its Notes Guarantee or add any Guarantor pursuant to and in the manner provided by this Indenture.

(b)           Upon the request of the Company accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of any documents requested under Section 7.02(b) hereof, the Trustee shall join with the Company in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Section 9.02           With Consent of Holders of Notes.

(a)           Except as otherwise provided in this Section 9.02, the Company, the Guarantors and the Trustee may amend or supplement this Indenture with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Sections 6.04 and 6.07 hereof, any past default or compliance with any provisions may also be waived (except a default in the payment of principal, premium or interest and certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder of an outstanding Note) with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes).

(b)           The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or its duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date

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which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect.

(c)           Upon the request of the Company accompanied by a resolution of its board of directors authorizing the execution of any such amendment or supplement to this Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 and, where applicable, Section 12.07 hereof, the Trustee shall join with the Company in the execution of such amendment or supplement unless such amendment or supplement directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amendment or supplement.

(d)           It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.

(e)           After an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) may waive compliance in a particular instance by the Company or Parent Guarantor with any provision of this Indenture, or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

(i)            reduce the amount of Notes whose Holders must consent to an amendment, supplement or waiver;

(ii)           reduce the principal of or change the fixed maturity of any Note or change the date on which any Notes may be subject to redemption or repurchase, reduce the redemption or repurchase price of the Notes, or waive any payment with respect to the redemption of the Notes (except as would otherwise be permitted under this Section 9.02(e)(ix));

(iii)          reduce the rate of or change the time for payment of interest on any Note;

(iv)          waive a Default or Event of Default in the payment of principal, premium or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration);

(v)           make any Note payable in currency other than U.S. dollars;

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(vi)          make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal, interest or premium, if any, on the Notes;

(vii)         release any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms of this Indenture;

(viii)        impair the right to institute suit for the enforcement of any payment on or with respect to the Notes or the Notes Guarantees;

(ix)           after the Company’s obligation to purchase the Notes arises under this Indenture, amend, change or modify the obligation of the Company to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with Section 4.11 or the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 4.19, including, in each case, amending, changing or modifying any definition relating thereto;

(x)            amend or modify any of the provisions of this Indenture or the related definitions affecting the subordination or ranking of the Notes or any Notes Guarantee in any manner adverse to the Holders of the Notes or any Notes Guarantee;

(xi)           except as permitted by this Indenture, the Collateral Documents or the Intercreditor Agreement, release the Company or any Guarantor from the Collateral Documents or release all or substantially all the collateral granted thereunder; or

(xii)          make any change in the preceding amendment and waiver provisions.

Section 9.03           Compliance with Trust Indenture Act.

Every amendment or supplement to this Indenture or the Notes shall be set forth in a document that complies with the TIA as then in effect.

Section 9.04           Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

Section 9.05           Notation on or Exchange of Notes.

(a)           The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in exchange for all

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Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

(b)           Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

Section 9.06           Trustee to Sign Amendments, Etc.

The Trustee shall sign any amendment or supplement to this Indenture or any Note authorized pursuant to this Article Nine if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Company may not sign an amendment or supplemental Indenture or Note until its board of directors approves it. In executing any amendment or supplement or Note, the Trustee shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amendment or supplement is authorized or permitted by this Indenture and all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied.

ARTICLE X
SATISFACTION AND DISCHARGE

Section 10.01         Satisfaction and Discharge.

(a)           This Indenture shall be discharged and shall cease to be of further effect as to all Notes issued thereunder, when:

(i)            either:

(A)          all Notes that have been authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company) have been delivered to the Trustee for cancellation; or

(B)           all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption;

(ii)           no Default or Event of Default shall have occurred and be continuing on the date of any deposit referred to in clause (a)(i)(B) or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Parent Guarantor or any

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Subsidiary of the Parent Guarantor is a party or by which the Parent Guarantor or any Subsidiary of the Parent Guarantor is bound;

(iii)          the Company has paid or caused to be paid all sums payable by it under this Indenture; and

(iv)          the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

(b)           In addition, the Company must deliver an Officers’ Certificate and an Opinion of Counsel (which opinion may be subject to customary assumptions and exclusions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

(c)           Notwithstanding the above, the Trustee shall pay to the Company from time to time upon its request any cash or Government Securities held by it as provided in this section which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification delivered to the Trustee, are in excess of the amount thereof that would then be required to be deposited to effect a satisfaction and discharge under this Article Eleven.

Section 10.02         Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.

Subject to Section 10.03 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee pursuant to Section 10.01 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium and Liquidated Damages, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

Section 10.03         Repayment to the Company.

Subject to any applicable abandoned property laws, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium and Liquidated Damages, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium or Liquidated Damages, if any, or interest has become due and payable shall be paid to the Company on its request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in the New York Times or The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less

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than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Company.

ARTICLE XI
NOTE GUARANTEES

Section 11.01         Guarantees.

Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture, the Notes and the Collateral Documents (all the foregoing obligations of the Company being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor and that such Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Obligation. Each Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (1) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Guarantor) under this Indenture, the Notes or any other agreement or otherwise; (2) any extension or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (4) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (5) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6) except as set forth in Section 11.06, any change in the ownership of such Guarantor. Each Guarantor further agrees that its Notes Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations.

Except as expressly set forth in Sections 8.02, 11.02 and 11.06, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in

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any manner or to any extent vary the risk of such Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity.

Each Guarantor further agrees that its Notes Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise.  In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (A) the unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee.

Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full of all Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Article 6 for the purposes of such Guarantor’s Notes Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section.

Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section.

Section 11.02         Limitation on Liability.

Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed hereunder by any Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering this Indenture, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Section 11.03         Successors and Assigns.

Except as set forth in Section 11.06, this Article 11 shall be binding upon each Guarantor and its successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges conferred upon that party in this Indenture and in the

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Securities shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture.

Section 11.04         No Waiver.

Neither a failure nor a delay on the part of either the Trustee or the Holders in exercising any right, power or privilege under this Article 11 shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article 11 at law, in equity, by statute or otherwise.

Section 11.05         [Intentionally Omitted].

Section 11.06         Release of Subsidiary Guarantor.

A Guarantor that is a Subsidiary of the Parent Guarantor (a “Subsidiary Guarantor”) will be released from its obligations under this Article 11 (other than any obligation that may have arisen under Section 11.07):

(a)           upon the sale or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor, including the sale or disposition of Capital Stock of a Subsidiary Guarantor following which such Subsidiary Guarantor is no longer a Subsidiary,

(b)           upon the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor,

(c)           upon defeasance of the Securities pursuant to Article 8, or (d)  upon the full satisfaction of the Company’ obligations under this Indenture;

provided, however, that in the case of clauses (a) and (b) above, (i) such sale or other disposition is made to a Person other than the Parent Guarantor or a Subsidiary of the Parent Guarantor and (ii) such sale or disposition is otherwise permitted by this Indenture. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing such release.

Section 11.07         Contribution.

Each Guarantor that makes a payment under its Notes Guarantee shall be entitled upon payment in full of all Guaranteed Obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

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ARTICLE XII
COLLATERAL

Section 12.01         Collateral; Additional Collateral; Substitute Collateral.

(a)           In order to secure the due and punctual payment of the principal of, premium, if any, and interest on the Notes, and all other obligations of the Company and the Guarantors under this Indenture and the Collateral Documents, when and as the same shall be due and payable, the Company, the Guarantors and the Collateral Trustee have simultaneously with the execution of this Indenture entered into the Collateral Documents to create on a second priority basis security interests in substantially all of the Parent Guarantor’s and the Parent Guarantor’s existing and future Subsidiaries’ tangible and intangible property (real, personal or otherwise).

(b)           The Collateral Trustee, the Company, and the Guarantors, each hereby agree that the Collateral Trustee holds its interest in the Collateral in trust for its benefit and for the benefit of the Holders pursuant to the terms of the Collateral Documents. Each of the Company and the Guarantors covenants and agrees that it shall execute, acknowledge and deliver to the Collateral Trustee such further assignments, transfers, assurances or other instruments and shall do or cause to be done all such acts and things as may be necessary or proper to assure and confirm to the Collateral Trustee that it holds duly created, enforceable and perfected Liens upon the Collateral, or any part thereof, as from time to time constituted, and the right, title and interest in and to the Collateral Documents so as to render the same available for the security and benefit of this Indenture and of the Notes.

(c)           The Collateral Trustee shall act as the collateral trustee pursuant to the Intercreditor Agreement and Second Priority Documents and shall be authorized to appoint co-Collateral Trustees as necessary in its sole discretion. Except as otherwise explicitly provided herein or in the Intercreditor Agreement or Second Priority Documents, neither the Collateral Trustee nor any of its respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any other person or to take any other action whatsoever with regard to the Collateral or any part thereof. The Collateral Trustee shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Collateral Trustee nor any of its officers, directors, employees or agents shall be responsible for any act or failure to act hereunder, except for its own willful misconduct, gross negligence or bad faith.

(d)           (i)  Each Holder, by its acceptance of the Notes, consents and agrees to the terms of the Intercreditor Agreement and the Second Priority Documents as the same may be in effect or may be amended from time to time in accordance with their terms.

(ii)           By their acceptance of the Notes, the Holders hereby authorize and instruct the Trustee, as Collateral Trustee, to (A) enter into the Second Priority Documents, (B) bind the Holders on the terms set forth in the Second Priority Documents and (C) perform and observe its obligations under the Collateral Documents.

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(iii)          By their acceptance of the Notes, the Holders hereby authorize and instruct the Collateral Trustee to (A) enter into the Intercreditor Agreement, (B) bind the Holders on the terms set forth in the Intercreditor Agreement, and (C) perform and observe its obligations under the Intercreditor Agreement.

Section 12.02         Additional Collateral; Acquisition of Assets or Property. Concurrently with the acquisition by the Company or any Guarantor of any Property comprising the Collateral hereafter acquired by the Company or any Guarantor, the Company shall, or shall cause such Guarantor, as the case may be, to, as promptly as practicable, subject to obtaining the consents contemplated by the next succeeding paragraph:

(i)            execute and deliver to the Collateral Trustee, such Collateral Documents and take such other actions as shall be necessary to create, perfect and protect a Lien in favor of the Collateral Trustee on such assets or property (to the extent required to be perfected in accordance with the terms of the Collateral Documents);

(ii)           with respect to any fee interest in any tract (or series of tracts at the same location) of real property after the Issue Date by the Company or any Guarantor, promptly (A) execute and deliver a Second Priority Mortgage in favor of the Collateral Trustee, creating a second priority security interest for the benefit of the Holders of the Notes, covering such real property, and (B) deliver to the Collateral Trustee title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property, with local fixture filings being made in respect of fixtures associated with such real property as well as a current ALTA survey thereof, together with a surveyor’s certificate; and

(iii)          promptly deliver to the Collateral Trustee such opinions of counsel, if any, as the Collateral Trustee may reasonably require with respect to this Section 12.01(b) (including opinions as to enforceability and perfection of security interests), which opinions shall be in form and substance, and from counsel, reasonably satisfactory to such Collateral Trustee. (b)  If the granting or perfection of a security interest in such property requires the consent or agreement of a third party, the Company will use commercially reasonable efforts to obtain such consent as promptly as practicable with respect to the Lien for the benefit of the Collateral Trustee.

Section 12.03         [Intentionally Omitted].

Section 12.04         Release of Collateral.

(a)           The Liens in favor of the Collateral Trustee under the Collateral Documents will be released in whole: (i) upon payment in full of the principal of, and accrued and unpaid interest and premium, if any, and additional interest, if any, on all outstanding Notes and payment in full of all other Obligations with respect to the Notes that are due and payable at or prior to the time such principal, accrued and unpaid interest and premium are paid; or (ii) upon defeasance of the Notes or a discharge of the Indenture in accordance with the provisions described in Article Eight.

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(b)           The Liens in favor of the Collateral Trustee under the Collateral Documents will be released with respect to any asset constituting Collateral, if:(i)  The asset has been sold or otherwise disposed of by the Company or a Guarantor to a Person other than the Parent Guarantor or a Restricted Subsidiary in a transaction permitted by and in accordance with the Indenture, at the time of such sale or disposition; or

(ii)           The Collateral Trustee and the Credit Facility Agent, in accordance with the provisions set forth in the Intercreditor Agreement, exercise any remedies in respect to such asset, including any sale or other disposition thereof.

The Company, subject to compliance with Section 4.07, has the ability to issue Additional Notes having identical terms and conditions to the Notes.

Section 12.05         Possession and Use of Collateral.

Subject to and in accordance with the provisions of this Indenture, the Intercreditor Agreement and the Collateral Documents, so long as the Collateral Trustee has not exercised rights or remedies with respect to the Collateral in connection with an Event of Default that has occurred and is continuing, except as provided in the Intercreditor Agreement and the Collateral Documents, the Company and the Guarantors shall have the right to remain in possession and retain exclusive control of and to exercise all rights with respect to the Collateral, to freely, operate, manage, develop, lease, use, consume and enjoy the Collateral, to alter or repair any Collateral so long as such alterations and repairs do not impair the Liens of the Collateral Documents thereon, and otherwise comply with Section 12.03 hereof, and to collect, receive, use, invest and dispose of the profits, revenues, proceeds and other income thereof.

Section 12.06         Authorization of Actions to Be Taken by the Collateral Trustee Under the Collateral Documents and the Intercreditor Agreement.  Subject to the provisions of the Collateral Documents and the Intercreditor Agreement:

(a)           the Collateral Trustee may, in its sole discretion and without the consent of the Holders, take all actions it deems necessary or appropriate in order to (i) enforce any of the terms of the Collateral Documents; and (ii) collect and receive any and all amounts payable in respect of the obligations of the Company, the Guarantors hereunder and under the Collateral Documents; and

(b)           the Collateral Trustee shall have power to institute and to maintain such suits and proceedings as it may deem reasonably necessary to prevent any impairment of the Collateral by any act that may be unlawful or in violation of the Collateral Documents or this Indenture, and such suits and proceedings as the Collateral Trustee may deem reasonably necessary to preserve or protect its interests and the interests of the Holders in the Collateral (including the power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest thereunder or be prejudicial to the interests of the Holders or of the Collateral Trustee).

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By acquiring a Note and without any further action on its part, each Holder hereby consents to the terms of the Intercreditor Agreement and authorizes and directs the Collateral Trustee to take each action that the Collateral Trustee is required to take pursuant to the terms of the Intercreditor Agreement.

Section 12.07         Recording, Registration and Opinions.

(a)           As required by the provisions of Section 314(b) of the TIA, the Company and, if applicable, the Guarantors shall take or cause to be taken all action required to perfect, maintain, preserve and protect the Lien on and security interest in the Collateral granted by the Second Priority Documents (subject only to Permitted Liens), including without limitation, the filing of financing statements, continuation statements, mortgages and any instruments of further assurance, in such manner and in such places as may be required by law fully to preserve and protect the rights of the Holders and the Collateral Trustee under this Indenture and the Second Priority Documents to all property comprising the Collateral. The Company shall from time to time promptly pay all financing, continuation statements and mortgage recording, registration and/or filing fees, charges and taxes relating to this Indenture and the Second Priority Documents, any amendments thereto and any other instruments of further assurance required hereunder or pursuant to the Second Priority Documents. The Collateral Trustee shall have no obligation to, nor shall it be responsible for any failure to, so register, file or record.

(b)           The Company shall furnish to the Trustee on the anniversary of the Issue Date in each year, beginning with 2008, an Opinion of Counsel, dated as of such date, which complies with TIA §314(b)(2), either (i)(x) stating that, in the opinion of such counsel, such action has been taken with respect to the delivery of Collateral, recordings, registrations, filings, re-recordings, re-registrations and refilings of this Indenture, the Collateral Documents and all supplemental indentures, financing statements, continuation statements and other instruments of further assurance as are necessary to maintain the perfected Liens of the Collateral Documents under applicable law in those items of Collateral that can be perfected by the filing, recordings, registrations or delivery and reciting with respect to such Liens on and security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, and (y) stating that, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements, continuation statements, and other documents have been executed and filed that are necessary, as of such date and during the succeeding 12 months, fully to maintain the perfection of the security interests of the Collateral Trustee hereunder and under the Collateral Documents with respect to the Collateral; provided that if there is a required filing of a continuation statement or other instrument within such 12 month period and such continuation statement or other instrument is not effective if filed at the time of the opinion, such opinion may so state and in that case the Company shall cause a continuation statement or other instrument to be timely filed so as to maintain such Liens and security interests and shall provide a further Opinion of Counsel to the effect of this clause (i) upon the filing of the relevant continuation statement or other instrument; or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Liens or security interests.

(c)           In the event that the Company or any Guarantor wish the Collateral Trustee to execute a release of any Collateral from the lien of the Second Priority Documents in accordance with this Indenture, the Intercreditor Agreement and the Second Priority Documents,

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it shall furnish the Collateral Trustee an Officers’ Certificate complying with Section 13.04 certifying that all conditions precedent have been met and that no consent of the Holders is required together with any documents required by any other provision of this Indenture and delivery as required by this Indenture, an Opinion of Counsel to the effect that such accompanying documents constitute all the documents required by this Indenture, by §314(d) of the TIA or that no such documents are so required. If such release is given pursuant to the automatic release provisions of the Intercreditor Agreement, the Officers’ Certificate shall also be accompanied by evidence that the Collateral has been released under the First Priority Documents. Upon the receipt of such documents the Trustee shall execute, or shall cause the Collateral Trustee to execute, a release of the Collateral. The Trustee, however, shall have no duty to confirm the legality or validity of such documents, its sole duty being to certify that it has received such documentation which on their face conform to §314(d) of the TIA.

(d)           To the extend applicable, the Company will cause TIA Section 314(d) to be complied with.  The release of any Collateral from the terms hereof and the Security Documents or the release of, in whole or in part, the Liens created by the Security Documents, will not be deemed to impair the Lien on the Collateral in contravention of the provisions hereof if and to the extent the Collateral or Liens are released pursuant to the applicable Security Documents and pursuant to the terms of this Article XII.

ARTICLE XIII
MISCELLANEOUS

Section 13.01         Trust Indenture Act Controls.

If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA §318(c), the imposed duties shall control.

Section 13.02         Notices.

(a)           Any notice or communication by the Company or any Guarantor, on the one hand, or the Trustee on the other hand, to the other is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return receipt requested), telecopier or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Company or any Guarantor:

Protection One Alarm Monitoring, Inc.

1035 N. 3rd St.

Suite 101

Lawrence, Kansas 66044

Facsimile: (785) 856-9700

Attention: Darius G. Nevin

If to the Trustee:

Wells Fargo Bank, N.A.

213 Court Street

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Suite 703

Middletown, CT 06457

Facsimile: (860) 704-6219

Attention: Joe O’Donnell

(b)           The Company, the Guarantors or the Trustee, by notice to the others may designate additional or different addresses for subsequent notices or communications.

(c)           All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; three Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. The Trustee may accept signatures to original documents to the same effect as if it had received the original of such documents.

(d)           Any notice or communication to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in TIA §313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

(e)           If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it. (f)  If the Company mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time.

Section 13.03         Communication by Holders of Notes with Other Holders of Notes. Holders may communicate pursuant to TIA §312(b) with other Holders with respect to its rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA §312(c).

Section 13.04         Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:

(i)            an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

(ii)           an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.05 hereof) stating that, in the opinion of such counsel (who may rely upon and Officers’ Certificate as to matters of fact), all such conditions precedent and covenants have been satisfied.

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Section 13.05         Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA §314(a)(4)) shall comply with the provisions of TIA §314(e) and shall include:

(i)            a statement that the Person making such certificate or opinion has read such covenant or condition;

(ii)           a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(iii)          a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

(iv)          a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

Section 13.06         Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 13.07         No Personal Liability of Directors, Officers, Employees and Stockholders.

No director, officer, employee, incorporator or shareholder of the Company or any Guarantor, as such, shall have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Notes Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. This waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Section 13.08         Governing Law.  THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTES GUARANTEES.

Section 13.09         Consent to Jurisdiction.

Any legal suit, action or proceeding arising out of or based upon this Indenture or the transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of the United States of America located in the City of New York, Borough of Manhattan, or the courts of the State of New York in each case located in the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such

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party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court has been brought in an inconvenient forum.

Section 13.10         No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Parent Guarantor or any of its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 13.11         Successors.

All agreements of the Company or any Guarantor in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors.

Section 13.12         Severability.

In case any provision in this Indenture or the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 13.13         Counterpart Originals.

The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

Section 13.14         Acts of Holders.

(a)           Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by the Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agents duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Company if made in the manner provided in this Section 12.14.

(b)           The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to such witness, notary or officer the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of authority. The fact and date of the execution of any such instrument or writing, or the authority

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of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.

(c)           Notwithstanding anything to the contrary contained in this Section 12.14, the principal amount and serial numbers of Notes held by any Holder, and the date of holding the same, shall be proved by the register of the Notes maintained by the Registrar as provided in Section 2.04 hereof.

(d)           If the Company shall solicit from the Holders of the Notes any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its option, by or pursuant to a resolution of its board of directors, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so. Notwithstanding TIA §316(c), such record date shall be the record date specified in or pursuant to such resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith or the date of the most recent list of Holders forwarded to the Trustee prior to such solicitation pursuant to Section 2.06 hereof and not later than the date such solicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of the then outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the then outstanding Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date.

(e)           Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration or transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Note. (f)  Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Note may do so itself with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount.

Section 13.15         Benefit of Indenture.

Nothing, in this Indenture or the Notes, express or implied, shall give to any Person, other than the parties hereto, any Paying Agent, any Registrar and its successors hereunder, and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.

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Section 13.16         Table of Contents, Headings, Etc.

The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed all as of the date and year first written above.

PROTECTION ONE ALARM MONITORING, INC.
By:	/s/ J. Eric Griffin
Name: J. Eric Griffin
Title: Vice President & Secretary
PROTECTION ONE, INC.
By:		/s/ J. Eric Griffin
Name: J. Eric Griffin
Title: Vice President & Secretary
SECURITY MONITORING SERVICES, INC.
By:		/s/ J. Eric Griffin
Name: J. Eric Griffin
Title: Vice President & Secretary
NETWORK MULTI-FAMILY SECURITY CORPORATION
By:		/s/ J. Eric Griffin
Name: J. Eric Griffin
Title: Vice President & Secretary
PROTECTION ONE DATA SERVICES, INC.
By:		/s/ J. Eric Griffin
Name: J. Eric Griffin
Title: Vice President & Secretary
PROTECTION ONE ALARM MONITORING OF MASS. INC.
By:		/s/ J. Eric Griffin
Name: J. Eric Griffin
Title: Vice President & Secretary

PROTECTION ONE SYSTEMS INC.
By:	/s/ J. Eric Griffin
Name: J. Eric Griffin
Title: Vice President & Secretary
INTEGRATED ALARM SERVICES GROUP, INC.
By:	/s/ J. Eric Griffin
Name: J. Eric Griffin
Title: Vice President & Secretary
CRITICOM INTERNATIONAL CORPORATION
By:	/s/ J. Eric Griffin
Name: J. Eric Griffin
Title: Vice President & Secretary
MONITAL SIGNAL CORPORATION
By:	/s/ J. Eric Griffin
Name: J. Eric Griffin
Title: Vice President & Secretary
INTEGRATED ALARM SERVICES, INC.
By:	/s/ J. Eric Griffin
Name: J. Eric Griffin
Title: Vice President & Secretary
AMERICAN HOME SECURITY, INC.
By:	/s/ J. Eric Griffin
Name: J. Eric Griffin
Title: Vice President & Secretary
NATIONAL ALARM COMPUTER CENTER INC.
By:	/s/ J. Eric Griffin
Name: J. Eric Griffin
Title: Vice President & Secretary

EVEREST VIDEO SYSTEMS, L.L.C.
By:	/s/ J. Eric Griffin
Name: J. Eric Griffin
Title: Vice President & Secretary

WELLS FARGO BANK, N.A., as Trustee
By:	/s/ Joseph P. O’Donnell
Name: Joseph P. O’Donnell
Title: Vice President

EX-4.3

Exhibit 4.3

PROTECTION ONE ALARM MONITORING, INC.

(a Delaware corporation)

12% Senior Secured Notes due 2011

REGISTRATION RIGHTS AGREEMENT

April 2, 2007

REGISTRATION RIGHTS AGREEMENT

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).

WHEREAS, Integrated Alarm Services Group, Inc. (“IASG”), the Company and Protection One, Inc. (“POI”) are completing on the date hereof a merger transaction (the “Merger”) pursuant to which IASG is being merged with a wholly owned subsidiary of POI;

WHEREAS, IASG has $125,000,000 aggregate principal amount outstanding of 12% Senior Secured Notes due 2011 (the “Old Notes”);

WHEREAS, the Company is completing on the date hereof an offer (the “Exchange Offer”) to exchange the Old Notes for a new series of 12% Senior Secured Notes due 2011 of the Company (the “New Notes”);

WHEREAS, each Consenting Holder is the beneficial owner or record owner (with the power to vote and dispose on behalf of such beneficial owner) of the aggregate principal amount of Old Notes (for each such party, the “Relevant Ownership”), as set forth below each such Consenting Holder’s signature on the signature pages hereto;

WHEREAS, the Company, IASG and the Consenting Holders have entered into that certain Lock Up and Consent Agreement dated December 18, 2006, pursuant to which, among other things, the Consenting Holders agreed to exchange their Old Notes for New Notes in the Exchange Offer;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Consenting Holders agree as follows:

1.  Definitions.  As used in this Agreement, the following capitalized defined terms shall have the following meanings:

“Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Additional Interest” has the meaning set forth in Section 4 hereto.

“Affiliate” means, with respect to any specified person, any other person that, directly or indirectly, controls, is controlled by, or is under common control with, such specified person.  For purposes of this definition, control of a person means the power, direct or indirect, to direct or cause the direction of the management and policies of such person whether by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agreement” has the meaning set forth in the preamble hereto.

“Business Day” means any day excluding Saturday, Sunday or any other day which is a legal holiday under the laws of New York, New York or is a day on which banking institutions therein located are authorized or required by law or other governmental action to close.

“Closing Date” shall mean April 2, 2007.

“Commission” means the Securities and Exchange Commission.

“Consummate” means, with respect to a Registered Exchange Offer, the completion of all of the following: (a) the filing and effectiveness under the Act of the Exchange Offer Registration Statement relating to the Exchange Notes to be issued in the Registered Exchange Offer, (b) the maintenance of such Exchange Offer Registration Statement continuously effective and the keeping of the Registered Exchange Offer open for a period not less than the minimum period required pursuant to Section 2(c)(ii) hereof, (c) the Company’s acceptance for exchange of all Transfer Restricted Notes duly tendered and not validly withdrawn pursuant to the Registered Exchange Offer and (d) the delivery of duly executed and authenticated Exchange Notes by the Company to the registrar under the Indenture in the same aggregate principal amount as the aggregate principal amount of Transfer Restricted Notes duly tendered and not validly withdrawn by Holders thereof pursuant to the Registered Exchange Offer and the delivery of such Exchange Notes to such Holders.  The term “Consummation” has a meaning correlative to the foregoing.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Exchange Notes” means debt securities of the Company substantially identical in all material respects to the New Notes other than the issue date (except that the Additional Interest provisions and the transfer restrictions pertaining to the New Notes will be modified or eliminated, as appropriate), to be issued under the Indenture.

“Exchange Offer Registration Period” means the 180-day period following the Consummation of the Registered Exchange Offer, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement; provided, however, that in the event that all resales of Exchange Notes (including any resales by Participating Broker-Dealers) covered by such Exchange Offer Registration Statement have been made, the Exchange Offer Registration Statement need not thereafter remain continuously effective for such period.

“Exchange Offer Registration Statement” means a registration statement of the Company and the Guarantors on an appropriate form under the Act with respect to the Registered Exchange Offer, all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

“Filing Date” has the meaning set forth in Section 2(a) hereto.

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“Holder” means any holder from time to time of Transfer Restricted Notes or Exchange Notes.

“Indenture” means the indenture relating to the New Notes and the Exchange Notes, dated as of April 2, 2007, between the Company, the guarantors party thereto (the “Guarantors”) and Wells Fargo Bank, N.A., as Trustee, as the same may be amended, supplemented, waived or otherwise modified from time to time in accordance with the terms thereof.

“Losses” has the meaning set forth in Section 8(d) hereto.

“Majority Holders” means the Holders of a majority of the aggregate principal amount of Transfer Restricted Notes registered under a Registration Statement.

“Managing Underwriters” means the investment banker or investment bankers and manager or managers that shall administer an underwritten offering under a Shelf Registration Statement.

“New Notes” has the meaning set forth in the preamble hereto.

“Participating Broker-Dealer” means any Holder that is a broker-dealer electing to exchange New Notes acquired for its own account as a result of market-making activities or other trading activities for Exchange Notes.

“Prospectus” means the prospectus included in any Registration Statement (including a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Act or any similar rule that may be adopted by the Commission), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Transfer Restricted Notes covered by such Registration Statement, and all amendments and supplements to the Prospectus.

“Registered Exchange Offer” means an offer by the Company to issue and deliver a like principal amount of Exchange Notes in exchange for Transfer Restricted Notes.

“Registration Expenses” shall mean any and all expenses incident to performance of or compliance by the Company and the Guarantors with this Agreement, including without limitation:  (i) all Commission, stock exchange or National Association of Securities Dealers, Inc. registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for any underwriters or Holders in connection with blue sky qualification of any of the Exchange Notes or Transfer Restricted Notes), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus, any amendments or supplements thereto, any underwriting agreements, securities sales agreements and other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the qualification of the Indenture under applicable securities laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the fees and disbursements of counsel for the Company and, in the case of a Shelf Registration Statement, the fees and disbursements of one counsel for the Holders (which

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counsel shall be selected by the Majority Holders) and (viii) the fees and disbursements of the independent public accountants of the Company, including the expenses of any special audits or “cold comfort” letters required by or incident to such performance and compliance, but excluding fees and expenses of counsel to the underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders and underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of Transfer Restricted Notes by a Holder.

“Registration Statement” means any Exchange Offer Registration Statement or Shelf Registration Statement that covers any of the Transfer Restricted Notes (including any guarantees of each thereof) pursuant to the provisions of this Agreement, amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto, and all material incorporated by reference therein.

“Shelf Registration” means a registration effected pursuant to Section 3 hereof.

“Shelf Registration Event Date” has the meaning set forth in Section 3(a) hereof.

“Shelf Registration Period” has the meaning set forth in Section 3(c) hereof.

“Shelf Registration Statement” means a “shelf” registration statement of the Company filed pursuant to the provisions of Section 3 hereof, which covers some or all of the Transfer Restricted Notes, as applicable, on an appropriate form under Rule 415 under the Act, or any similar rule that may be adopted by the Commission, and which may be in the format of an amendment to the Exchange Offer Registration Statement if permitted by the Commission, all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

“Transfer Restricted Notes” means each New Note upon original issuance thereof and at all times subsequent thereto, each Exchange Note as to which Section 3(a)(iii) applies upon original issuance and at all times subsequent thereto, until in the case of any such New Note or Exchange Note, as the case may be, the earliest to occur of (i) the date on which such New Note has been exchanged by a person other than a Participating Broker-Dealer for an Exchange Note (other than with respect to an Exchange Note as to which Section 3(a)(iii) applies), (ii) with respect to Exchange Notes received by Participating Broker-Dealers in the Registered Exchange Offer, the date on which such Exchange Note has been sold by such Participating Broker-Dealer by means of the Prospectus contained in the Exchange Offer Registration Statement, (iii) a Shelf Registration Statement covering such Note or Exchange Note, as the case may be, has been declared effective by the Commission and such Note or Exchange Note, as the case may be, has been disposed of in accordance with the plan of distribution set forth in such effective Shelf Registration Statement, (iv) the date on which such New Note or Exchange Note, as the case may be, is distributed to the public pursuant to Rule 144 under circumstances in which any legend borne by such New Note relating to restrictions on transferability thereof, under the Act or otherwise, is removed by the Company, or (v) such New Note or Exchange Note, as the case may be, ceases to be outstanding for purposes of the Indenture.

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“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended.

“Trustee” means the trustee with respect to the New Notes or Exchange Notes, as applicable, under the Indenture.

2.  Registered Exchange Offer; Resales of Exchange Notes by Participating Broker-Dealers; Private Exchange.

(a)           The Company and the Guarantors shall prepare and, not later than 90 days from the Closing Date, shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer (the date of such filing hereinafter referred to as the “Filing Date”).  The Company and the Guarantors shall use their reasonable best efforts (i) to cause the Exchange Offer Registration Statement to be declared effective under the Act within 180 days from the Closing Date and (ii) to have such Exchange Offer Registration Statement remain effective until the closing of the Registered Exchange Offer.  The Company shall commence the Registered Exchange Offer promptly after the Exchange Offer Registration Statement has been declared effective by the Commission and use its reasonable best efforts to Consummate the Registered Exchange Offer by the 210th day after the Closing Date.

(b)           The objective of such Registered Exchange Offer is to enable each Holder electing to exchange Transfer Restricted Notes for Exchange Notes (assuming that such Holder (x) is not an Affiliate of the Company, (y) is not a broker-dealer that acquired the Transfer Restricted Notes in a transaction other than as a part of its market-making or other trading activities and (z) if such Holder is not a broker-dealer, acquires the Exchange Notes in the ordinary course of such Holder’s business, is not participating in the distribution of the Exchange Notes and has no arrangements or intentions with any person to make a distribution of the Exchange Notes) to resell such Exchange Notes from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.  Each Holder participating in the Registered Exchange Offer shall be required to represent to the Company that at the time of the tender of its New Notes pursuant to the Registered Exchange Offer each of the items listed in subsections (x), (y) and (z) of this Section 2(b) is true.

(c)           In connection with the Registered Exchange Offer, the Company shall:

(i)            mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;

(ii)           keep the Registered Exchange Offer open for acceptance for not less than 20 Business Days (or longer if required by applicable law) after the date notice thereof is mailed to Holders;

(iii)          permit Holders to withdraw tendered New Notes at any time prior to 5:00 p.m. New York City time on the last Business Day on which the Registered Exchange Offer shall remain open;

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(iv)          utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan, The City of New York; and comply in all material respects with all applicable laws relating to the Registered Exchange Offer.

(d)           As soon as practicable after the close of the Registered Exchange Offer, the Company shall:

(i)            accept for exchange all the New Notes validly tendered and not withdrawn pursuant to the Registered Exchange Offer;

(ii)           deliver to the Trustee for cancellation all of the New Notes so accepted for exchange; and

(iii)          execute and cause the Trustee promptly to authenticate and deliver to each Holder Exchange Notes equal in principal amount to the Transfer Restricted Notes of such Holder so accepted for exchange.

(e)           The Consenting Holders and the Company acknowledge that, pursuant to interpretations by the staff of the Commission of Section 5 of the Act, and in the absence of an applicable exemption therefrom, each Participating Broker-Dealer is required to deliver a prospectus meeting the requirements of the Act in connection with a sale of any Exchange Notes received by such Participating Broker-Dealer pursuant to the Registered Exchange Offer in exchange for Transfer Restricted Notes acquired for its own account as a result of market-making activities or other trading activities.  Accordingly, the Company will allow Participating Broker-Dealers and other persons, if any, with similar prospectus delivery requirements to use the Prospectus contained in the Exchange Offer Registration Statement during the Exchange Offer Registration Period in connection with the resale of such Exchange Notes and shall:

(i)            include the information set forth in (a) Annex A hereto on the cover of the Prospectus forming a part of the Exchange Offer Registration Statement; (b) Annex B hereto in the forepart of the Prospectus forming a part of the Exchange Offer Registration Statement in a section setting forth details of the Registered Exchange Offer; (c) Annex C hereto in the plan of distribution section of the Prospectus forming a part of the Exchange Offer Registration Statement, and (d) Annex D hereto in the letter of transmittal delivered pursuant to the Registered Exchange Offer, in each case substantially in the form specified therein, subject to applicable Commission requirements; and

(ii)           use its reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act during the Exchange Offer Registration Period for delivery of the Prospectus included therein by Participating Broker-Dealers in connection with sales of Exchange Notes received pursuant to the Registered Exchange Offer, as contemplated by Section 5(h) below.

3.  Shelf Registration.

(a)           If (i) the Company and the Guarantors are not permitted to file the Exchange Offer Registration Statement or to Consummate the Registered Exchange Offer in accordance with Section 2 hereof because the Registered Exchange Offer is not permitted by applicable law

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or the applicable interpretations of the staff of the Commission, (ii) for any other reason the Registered Exchange Offer is not Consummated by the 210th day after the Closing Date or (iii) any Consenting Holder notifies the Company on or prior to the 210th day after the Closing Date that (A) such Consenting Holder is not eligible to participate in the Registered Exchange Offer due to applicable law or the applicable interpretations of the staff of the Commission, (B) the Exchange Notes such Consenting Holder would receive would not be freely tradable, (C) such Consenting Holder is a Participating Broker-Dealer that cannot publicly resell the Exchange Notes that it acquires in the Registered Exchange Offer without delivering a Prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for resales following the Consummation of the Registered Exchange Offer, or (D) the Consenting Holder is a broker-dealer and owns New Notes it has not exchanged and that it acquired directly from the Company or one of its Affiliates (the date on which any event specified in clause (i) through (iii) above occurs, the “Shelf Registration Event Date”), the following provisions shall apply:

(b)           The Company and the Guarantors shall, in addition to or in lieu of conducting the Exchange Offer, on or prior to the 30th day following such Shelf Registration Event Date, prepare and file with the Commission a Shelf Registration Statement relating to the offer and sale of the New Notes and the Exchange Notes, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement, and shall use their reasonable best efforts to cause the Shelf Registration Statement to be declared effective by the Commission within 60 days after filing the Shelf Registration Statement with the Commission.

(c)           The Company and the Guarantors shall use their reasonable best efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the Act in order to permit the Prospectus forming a part thereof to be usable by Holders until the earlier of (i) two years from the date the Shelf Registration Statement has been declared effective exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Shelf Registration Statement, and (ii) such time as there are no longer any Transfer Restricted Securities outstanding (the “Shelf Registration Period”).  The Company and the Guarantors shall be deemed not to have used their reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if they voluntarily take any action that would result in Holders of the New Notes or Exchange Notes covered thereby not being able to offer and sell such notes during that period, unless such action is (x) required by applicable law or (y) pursuant to Section 3(d) hereof and, in either case, so long as the Company and the Guarantors promptly thereafter comply with the requirements of Section 5(k) hereof, if applicable.

(d)           The Company may suspend the use of the Prospectus that forms a part of the Shelf Registration Statement for a period not to exceed 60 days in any six-month period or an aggregate of 90 days in any twelve-month period for valid business reasons (not including avoidance of its obligations hereunder) to avoid premature public disclosure of a pending corporate transaction, including pending acquisitions or divestitures of assets, mergers and combinations and similar events; provided that (i) the Company promptly thereafter complies with the requirements of Section 5(k) hereof, if applicable; (ii) the period during which the Shelf Registration Statement is required to be effective and usable shall be extended by the number of

7

days during which such Shelf Registration Statement was not effective or usable pursuant to the foregoing provisions; and (iii) the Additional Interest shall accrue on the New Notes as provided in Section 4 hereof.

4.  Additional Interest.

(a)           Until the Consummation of the Registered Exchange Offer or the effectiveness of the Shelf Registration Statement, additional interest with respect to the Transfer Restricted Notes (“Additional Interest”) will accrue in an amount equal to 1.00% per annum per $1,000 principal amount of New Notes.  Upon the Consummation of the Registered Exchange Offer or the effectiveness of the Shelf Registration Statement, the accrual of Additional Interest will, except as provided in Section 3(d) above, cease.  For the avoidance of doubt, the interest rate of the Transfer Restricted Notes shall not exceed 13% per annum.

(b)           The Company shall pay the Additional Interest due on the Transfer Restricted Notes by depositing with the paying agent (which shall not be the Company for these purposes) for the Transfer Restricted Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 a.m. on the next interest payment date specified in the Indenture (or such other indenture), sums sufficient to pay the Additional Interest then due.  The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such other indenture) to the record holders entitled to receive the interest payment to be made on such date.

(c)           All of the Company’s and the Guarantors’ obligations set forth in this Section 4 which are outstanding with respect to any Transfer Restricted Note at the time such Note ceases to be covered by an effective Registration Statement shall survive until such time as all such obligations with respect to such Transfer Restricted Note have been satisfied in full (notwithstanding termination of this Agreement).

5.  Registration Procedures.  In connection with any Exchange Offer Registration Statement and, to the extent applicable, any Shelf Registration Statement, the following provisions shall apply:

(a)           The Company shall furnish to one counsel designated by the Consenting Holders, not less than 5 Business Days prior to the filing thereof with the Commission, a copy of any Registration Statement, and each amendment thereof and each amendment or supplement, if any, to the Prospectus included therein (including all documents incorporated by reference therein) and shall use their reasonable best efforts to reflect in each such document, when so filed with the Commission, such comments as such counsel to the Consenting Holders may propose.

(b)           The Company shall ensure that:

(i)            any Registration Statement and any amendment thereto and any Prospectus contained therein and any amendment or supplement thereto complies in all material respects with the Act;

(ii)           any Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a

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material fact required to be stated therein or necessary to make the statements therein not misleading; and

(iii)          any Prospectus forming part of any Registration Statement, including any amendment or supplement to such Prospectus, does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(c)           (1) The Company shall advise the Consenting Holders and, in the case of a Shelf Registration Statement, the Holders of Transfer Restricted Notes covered thereby, and, if requested by the Consenting Holders or any such Holder, confirm such advice in writing:

(i)            when a Registration Statement and any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective; and

(ii)           of any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus included therein or for additional information.

(2) The Company shall advise the Consenting Holders and, in the case of a Shelf Registration Statement, the Holders of Transfer Restricted Notes covered thereby, and, in the case of an Exchange Offer Registration Statement, any Participating Broker-Dealer that has provided in writing to the Company a telephone or facsimile number or address for notices, and, if requested by the Consenting Holders or any such Holder or Participating Broker-Dealer, confirm such advice in writing:

(i)            of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose;

(ii)           of the receipt by the Company of any notification with respect to the suspension of the qualification of the Transfer Restricted Notes included in any Registration Statement for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and

(iii)          of the happening of any event that requires the making of any changes in the Registration Statement or the Prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading (which advice shall be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made).

(d)           The Company shall use its reasonable best efforts to file any amendments or supplements to a Registration Statement or Prospectus requested by the Commission and obtain the withdrawal of any order suspending the effectiveness of any Registration Statement or the qualification of the Transfer Restricted Notes covered thereby for sale in any jurisdiction, in each case at the earliest possible time.

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(e)           The Company shall furnish to each Holder of Transfer Restricted Notes included in any Shelf Registration Statement, without charge, at least one copy of such Shelf Registration Statement and any post-effective amendment thereto, including financial statements and schedules, any documents incorporated by reference therein and, if the Holder so requests in writing, all exhibits thereto (including those incorporated by reference).

(f)            The Company shall, during the Shelf Registration Period, deliver to each Holder of Transfer Restricted Notes included in any Shelf Registration Statement, without charge, as many copies of the Prospectus (including any preliminary Prospectus) included in such Shelf Registration Statement and any amendment or supplement thereto as such Holder may reasonably request; and the Company consents to the use of the Prospectus (including any preliminary prospectus) or any amendment or supplement thereto by each of the selling Holders of Transfer Restricted Notes in connection with the offering and sale of the Transfer Restricted Notes covered by the Prospectus or any amendment or supplement thereto.

(g)           The Company shall furnish to each Participating Broker-Dealer that so requests, without charge, at least one copy of the Exchange Offer Registration Statement and any post-effective amendment thereto, including financial statements and schedules, any documents incorporated by reference therein and, if the Participating Broker-Dealer so requests in writing, all exhibits thereto (including those incorporated by reference).

(h)           The Company shall, during the Exchange Offer Registration Period and pursuant to the requirements of the Act for the resale of the Exchange Notes during the period in which a prospectus is required to be delivered under the Act (including any Commission no-action letters relating to the Registered Exchange Offer), deliver to each Participating Broker-Dealer, without charge, as many copies of the Prospectus (including any preliminary Prospectus) included in such Exchange Offer Registration Statement and any amendment or supplement thereto as such Participating Broker-Dealer may reasonably request; and the Company and the Guarantors consent to the use of the Prospectus (including any preliminary prospectus) or any amendment or supplement thereto by any such Participating Broker-Dealer in connection with the offering and sale of the Exchange Notes, as provided in Section 2(e) above.

(i)            Prior to the Registered Exchange Offer or any other offering of Transfer Restricted Notes pursuant to any Registration Statement, the Company and the Guarantors shall use their reasonable best efforts to register, qualify or cooperate with the Holders of Transfer Restricted Notes included therein and their respective counsel in connection with the registration or qualification of such Transfer Restricted Notes for offer and sale under the securities or blue sky laws of such states as any such Holders reasonably request in writing and do any and all other commercially reasonable acts or things necessary or advisable to enable the offer and sale in such jurisdictions of the Transfer Restricted Notes covered by such Registration Statement.

(j)            The Company shall cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Notes to be sold pursuant to any Registration Statement free of any restrictive legends and in denominations authorized by the indenture and registered in such names as Holders may request.

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(k)           Upon the occurrence of any event contemplated by Section 3(d) or paragraph (c)(2)(iii) of this Section 5, the Company and the Guarantors shall promptly prepare and file a post-effective amendment to any Registration Statement or an amendment or supplement to the related Prospectus or Current Report on Form 8-K or any other required document so that, as thereafter delivered to purchasers of the Transfer Restricted Notes included therein, the Prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(l)            The Company shall use its reasonable best efforts to cause The Depository Trust Company (“DTC”) on the first Business Day following the effective date of any Registration Statement hereunder or as soon as possible thereafter to remove (i) from any existing CUSIP number assigned to the Transfer Restricted Notes or Exchange Notes, as the case may be, any designation indicating that such notes are “restricted securities,” which efforts shall include delivery to DTC of a letter executed by the Company substantially in the form of Annex E hereto and (ii) any other stop or restriction on DTC’s system with respect to the Transfer Restricted Notes or Exchange Notes, as the case may be.  In the event the Company is unable to cause DTC to take actions described in the immediately preceding sentence, the Company shall use its reasonable best efforts to provide, as soon as practicable, a new CUSIP (if not already obtained) number for the Transfer Restricted Notes or Exchange Notes registered under such Registration Statement and to cause such CUSIP number to be assigned to the Transfer Restricted Notes or Exchange Notes (or to the maximum aggregate principal amount of the securities to which such number may be assigned).

(m)          The Company shall use its reasonable best efforts to comply with all applicable rules and regulations of the Commission and shall make generally available to the security holders as soon as practicable after the effective date of the applicable Registration Statement an earning statement satisfying the provisions of Section 11(a) of the Act and Rule 158 promulgated thereunder.

(n)           The Company shall cause the Indenture to be qualified under the Trust Indenture Act in timely manner.

(o)           The Company may require each Holder of Transfer Restricted Notes to be sold pursuant to any Shelf Registration Statement to furnish to the Company such information regarding the Holder and the distribution of such Transfer Restricted Notes as may, from time to time, be required by the Act, and the obligations of the Company to any Holder hereunder shall be expressly conditioned on the compliance of such Holder with such request.

(p)           The Company shall, if requested, promptly incorporate in a Prospectus supplement or post-effective amendment to a Shelf Registration Statement (i) such information as the Majority Holders provide or, if the Transfer Restricted Notes are being sold in an underwritten offering, as the Managing Underwriters and the Majority Holders reasonably agree should be included therein and, in either case, provided to the Company in writing for inclusion in the Shelf Registration Statement, or Prospectus, and (ii) such information as a Holder may provide from time to time to the Company in writing for inclusion in a Prospectus or any Shelf Registration Statement, in the case of clause (i) or (ii) above, concerning such Holder and/or

11

underwriter and the distribution of such Holder’s Transfer Restricted Notes and, in either case, shall make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after being notified in writing of the matters to be incorporated in such Prospectus supplement or post-effective amendment.

(q)           In the case of any Shelf Registration Statement, the Company and the Guarantors shall enter into such agreements (including underwriting agreements) and take all other customary and appropriate actions as may be reasonably requested in order to expedite or facilitate the registration or the disposition of any Transfer Restricted Notes, and in connection therewith, if an underwriting agreement is entered into, cause the same to contain indemnification provisions and procedures no less favorable than those set forth in Section 8 (or such other provisions and procedures reasonably acceptable to the Majority Holders and the Managing Underwriters, if any, with respect to all parties to be indemnified pursuant to Section 8).

(r)            In the case of any Shelf Registration Statement, if requested by the Consenting Holders, the Company shall:

(i)            make reasonably available for inspection by the Consenting Holders, any Managing Underwriter participating in any disposition pursuant to such Shelf Registration Statement, and any attorney, accountant or other agent retained by the Consenting Holders or any such Managing Underwriter, all relevant financial and other records, pertinent corporate documents and properties of the Company and any of its subsidiaries;

(ii)           cause the Company’s officers, directors and employees to supply all relevant information reasonably requested by the Consenting Holders or any such Managing Underwriter, attorney, accountant or agent in connection with any such Shelf Registration Statement as is customary for similar due diligence examinations; provided, however, that any information that is designated in writing by the Company in good faith as confidential at the time of delivery of such information shall be kept confidential by the Consenting Holders or any such Managing Underwriter, attorney, accountant or agent, unless (x) disclosure thereof is made in connection with a court proceeding or required by law; provided that each Consenting Holder and any such Managing Underwriter, attorney, accountant or agent will, upon learning that disclosure of such information is sought in a court proceeding or required by law, give notice to the Company to allow the Company to undertake appropriate action to prevent disclosure at the Company’s sole expense, or (y) such information has previously been made or becomes available to the public generally through the Company or through a third party without an accompanying obligation of confidentiality;

(iii)          make such representations, warranties and covenants to the Consenting Holders and the Managing Underwriters, if any, in form, substance and scope as are customarily made in comparable transactions;

(iv)          obtain opinions of counsel to the Company and updates thereof (which counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to

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the Managing Underwriters, if any) addressed to each selling Holder and the Managing Underwriters, if any, covering such matters as are customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Holders and Managing Underwriters;

(v)           obtain “cold comfort” letters and updates thereof from the independent certified public accountants of the Company (and, if necessary, any other independent certified public accountants of any subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the Shelf Registration Statement), addressed to each selling Holder of the Transfer Restricted Notes covered by such Shelf Registration Statement (provided such Holder furnishes the accountants with such representations as the accountants customarily require in similar situations) and the Managing Underwriters, if any, in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with primary underwritten offerings; and

(vi)          deliver such documents and certificates as may be reasonably requested by the Majority Holders and the Managing Underwriters, if any, including those to evidence compliance with Section 5(i) and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company or a Guarantor.

The foregoing actions set forth in this Section 5(r) shall be performed at (i) the effectiveness of such Shelf Registration Statement and each post-effective amendment thereto and (ii) each closing under any underwriting or similar agreement as and to the extent required thereunder.

(s)           If a Registered Exchange Offer is to be Consummated, upon delivery of the New Notes by Holders to the Company (or to such other Person as directed by the Company) in exchange for the Exchange Notes, the Company shall mark, or caused to be marked, on the New Notes so exchanged that such New Notes are being canceled in exchange for the Exchange Notes.  In no event shall the New Notes be marked as paid or otherwise satisfied.

(t)            The Company shall use its reasonable best efforts to confirm that the ratings applicable to the Transfer Restricted Notes will apply to the New Notes covered by a Registration Statement.

(u)           In the event that any broker-dealer shall underwrite any New Notes or Exchange Notes or participate as a member of an underwriting syndicate or selling group or “assist in the distribution” (within the meaning of the Rules of Fair Practice and the By-Laws of the National Association of Securities Dealers, Inc.) thereof, whether as a Holder of such New Notes or Exchange Notes or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, the Company and the Guarantors shall assist such broker-dealer in complying with the requirements of such Rules and By-Laws, including, without limitation, by:

(i)            if such Rules or By-Laws shall so require, engaging a “qualified independent underwriter” (as defined in such Rules) to participate in the preparation of the Registration Statement, to exercise usual standards of due diligence with respect

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thereto and, if any portion of the offering contemplated by such Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such New Notes or Exchange Notes;

(ii)           indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 8 hereof; and

(iii)          providing such information to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of such Rules.

(v)           The Company and the Guarantors shall use their reasonable best efforts to take all other steps necessary to effect the registration of the New Notes or the Exchange Notes, as the case may be, covered by a Registration Statement as contemplated by, and in accordance with the terms of, this Agreement.

(w)          In the case of a Shelf Registration Statement, each Holder of New Notes or Exchange Notes, as applicable, to be registered pursuant thereto agrees by acquisition of such New Notes or Exchange Notes, as the case may be, that, upon the occurrence of any event contemplated by subsections (c)(2)(iii) above during the period for which the Company is required to maintain the effectiveness of the Shelf Registration Statement, such Holder will, upon written notice thereof from the Company, discontinue disposition of such New Notes or Exchange Notes, as applicable, under such Shelf Registration Statement until such Holder’s receipt of copies of the supplemented or amended Prospectus contemplated in subsection (k) above, or until advised in writing by the Company that the use of the applicable Prospectus may be resumed.

6.  Registration Expenses.  The Company shall bear all Registration Expenses (including the reasonable fees and expenses, if any, of Wilkie Farr & Gallagher LLP, counsel for the Consenting Holders, incurred in connection with the Registered Exchange Offer) incurred in connection with the performance of its obligations under Sections 2, 3, 4 and 5 hereof.

7.  Rules 144 and 144A.  The Company and the Guarantors shall use their reasonable best efforts to file the reports required to be filed by them under the Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Transfer Restricted Notes, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A (or any successor rule adopted by the Commission).  The Company and the Guarantors each covenant that it will take such further action as any Holder of Transfer Restricted Notes may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Notes without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4) if applicable).  The Company will provide a copy of this Agreement to prospective purchasers of Transfer Restricted Notes identified to the Company upon request.  Upon the request of any Holder of Transfer Restricted Notes, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements.  Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company or a Guarantor to register any of its securities pursuant to the Exchange Act.

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8.  Indemnification and Contribution.

(a)            (i) In connection with any Registration Statement, the Company and each Guarantor, jointly and severally, agree to indemnify and hold harmless each Holder of Transfer Restricted Notes covered thereby, the directors, officers and employees of each such Holder and each person who controls any such Holder within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which they or such controlling person may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (x) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement as originally filed or in any amendment thereof, in any preliminary Prospectus or Prospectus or in any amendment thereof or supplement thereto, or (y) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse, as incurred, each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating, defending against or appearing as a third party witness in connection with any such loss, claim, damage, liability or action; provided, however, that the Company and the Guarantors will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information relating to the Holder furnished to the Company by any such Holder specifically for inclusion therein.  This indemnity agreement will be in addition to any liability which the Company may otherwise have.

(ii)           The Company and each Guarantor, jointly and severally, also agree to indemnify or contribute to Losses, as provided in Section 8(d), of each underwriter of Transfer Restricted Notes registered under a Registration Statement, their officers and directors and each person who controls such underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the selling Holders provided in this Section 8(a) and shall, if requested by any Holder, enter into an underwriting agreement reflecting such agreement, as provided in Section 5(q) hereof.

(b)           Each Holder of Transfer Restricted Notes covered by a Registration Statement severally agrees to indemnify and hold harmless the Company and the Guarantors and their respective directors, officers, employees and agents and each person, if any, who controls the Company or the Guarantors within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which they or such controlling persons become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement as originally filed or in any amendment thereof, in any preliminary Prospectus or Prospectus or in any amendment thereof or supplement thereto, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse, as incurred, each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating, defending against, or appearing as

15

a third party witness in connection with any such loss, claim, damage, liability or action but only if and to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information relating to such Holder furnished to the Company by such Holder specifically for inclusion therein.  This indemnity agreement will be in addition to any liability which any such Holder may otherwise have.

(c)           Promptly after receipt by any person to whom indemnity may be available under this Section 8 (the “indemnified party”) of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against any person from whom indemnity may be sought under this Section 8 (the “indemnifying party”), notify such indemnifying party of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses as determined by a court of competent jurisdiction and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above.  In case any such action is brought against any indemnified party, and such indemnified party notifies the relevant indemnifying party of the commencement thereof, such indemnifying party will be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof, jointly with any other indemnifying party similarly notified, with counsel satisfactory to such indemnified party; provided, however, that if the named parties in any such action (including impleaded parties) include both the indemnified party and the indemnifying party and the indemnified party shall have concluded, based on advice of outside counsel, that there may be one or more legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party or that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, the indemnifying party shall not have the right to direct the defense of such action on behalf of such indemnified party or parties and such indemnified party or parties shall have the right to select separate counsel to defend such action on behalf of such indemnified party or parties.  After notice from an indemnifying party to an indemnified party of its election so to assume the defense thereof and approval by such indemnified party of counsel appointed to defend such action, such indemnifying party will not be liable to such indemnified party under this Section 8 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in connection with the defense thereof, unless (i) such indemnified party shall have employed separate counsel in accordance with the proviso to the immediately preceding sentence or (ii) such indemnifying party does not promptly retain counsel satisfactory to such indemnified party or (iii) such indemnifying party has authorized the employment of counsel for such indemnified party at the expense of the indemnifying party.  After such notice from an indemnifying party to an indemnified party, such indemnifying party will not be liable for the costs and expenses of any settlement of such action effected by such indemnified party without the written consent of such indemnifying party.  Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by (i), (ii) or (iii) of the third sentence of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (x) such settlement is entered into more than 30 days after receipt by such

16

indemnifying party of the aforesaid request and (y) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement.  An indemnifying party will not, without the prior written consent of the indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the indemnified party or any other person that may be entitled to indemnification hereunder is a party to such claim, action, suit or proceeding) unless such settlement, compromise or consent includes an unconditional release of the indemnified party and such other persons from all liability arising out of such claim, action, suit or proceeding.

(d)           In the circumstances in which the indemnity agreement provided for in the preceding paragraphs of this Section 8 is unavailable or insufficient, for any reason, to hold harmless an indemnified party in respect of any, losses, claims, damages or liabilities (including, without limitation, legal or other expenses incurred in connection with investigating or defending any action or claim) (or actions in respect thereof) (collectively “Losses”) then each indemnifying party, in order to provide for just and equitable contribution, agrees to contribute to the amount paid or payable by such indemnified party as a result of such Losses to which such indemnified party may be subject (i) in such proportion as is appropriate to reflect the relative benefits received by such indemnifying party, on the one hand, and such indemnified party, on the other hand, from the original issuance of the New Notes under the Registration Statement which resulted in such Losses, or (ii) if the allocation provided by the foregoing clause (i) is unavailable for any reason, the indemnifying party and the indemnified party shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of such indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with the statements or omissions which resulted in such Losses and any other relevant equitable considerations appropriate in the circumstances.  The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Guarantors, on the one hand, or such Holder or such other indemnified person, as the case may be, on the other hand, and the parties’ intent, relative knowledge, access to information and opportunity to correct or prevent such statement or omission, and any other relevant equitable considerations appropriate in the circumstances.  Benefits received by the Company shall be deemed to be equal to the sum of (x) the total principal amount of the New Notes (after deducting expenses) as set forth in the Final Memorandum, and (y) the total amount of Additional Interest which the Company was not required to pay as a result of registering the Transfer Restricted Notes covered by the Registration Statement which resulted in such Losses.  Benefits received by any Holder shall be deemed to be equal to the value of receiving Transfer Restricted Notes registered under the Act.  Benefits received by any underwriter shall be deemed to be equal to its relative share of the total underwriting discounts and commissions, as set forth on the cover page of the Prospectus forming a part of the Registration Statement which resulted in such Losses.  Notwithstanding any other provision of this Section 8(d), the Holders of the Transfer Restricted Notes shall in no case be required to contribute any amount in excess of the amount by which the net proceeds received by such Holders from the sale of the Transfer Restricted Notes pursuant to a Registration Statement exceeds the amount of damages which such Holders have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission and in no case shall any underwriter be responsible for any amount in excess of the underwriting

17

discount or commission applicable to the Transfer Restricted Notes purchased by such underwriter under the Registration Statement which resulted in such Losses.  The parties agree that it would not be just and equitable if contribution were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation that does not take into account the equitable considerations referred to above.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.  For purposes of this Section 8, each person, if any, who controls an indemnified party within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each director, officer, employee and agent of such indemnified party shall have the same rights to contribution as such indemnified party.

(e)           The provisions of this Section 8 will remain in full force and effect, regardless of any investigation made by or on behalf of any Holder, the Company, the Guarantors or any of the directors, officers, employees, agents or controlling persons referred to in Section 8 hereof, and will survive the sale by a Holder of Transfer Restricted Notes covered by a Registration Statement.

9.  Underwritten Registrations.  If any of the Transfer Restricted Notes covered by any Shelf Registration Statement are to be sold in an underwritten offering, the Managing Underwriter that will administer the offering will be selected by the Majority Holders of such Transfer Restricted Notes included in such offering, and such Holders shall be responsible for all underwriting commissions and discounts in connection therewith.

No person may participate in any underwritten offering pursuant to a Shelf Registration Statement unless such person (i) agrees to sell such person’s Transfer Restricted Notes on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

10.  Miscellaneous.  (a) No Inconsistent Agreements.  Neither the Company nor any Guarantor has, as of the date hereof, entered into nor shall it, on or after the date hereof, enter into any agreement that is inconsistent with the rights granted to the Holders herein or otherwise conflicts with the provisions hereof.

(b)           Amendments and Waivers.  The provisions of this Agreement, including the provisions of this sentence, may not be amended, qualified, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Company has obtained the written consent of the Majority Holders.  Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders whose Transfer Restricted Notes are being sold pursuant to a Shelf Registration Statement or whose New Notes are being exchanged pursuant to an Exchange Offer Registration Statement, as the case may be, and which does not directly or indirectly affect the rights of other Holders may be given by such Holders, determined on the basis of New Notes being sold rather than registered.  Notwithstanding any of the foregoing, no amendment, modification, supplement, waiver or consents to any departure from the provisions

18

of Section 8 hereof shall be effective as against any Holder of Transfer Restricted Notes unless consented to in writing by such Holder.

(c)           Notices.  All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail, telex, telecopier, or air courier guaranteeing overnight delivery:

(i)            if to the Consenting Holders, at the addresses set forth on the signature pages hereto, with a copy mailed or delivered to:

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

Facsimile: 212-728-8111

Attention: Cristopher Greer

(ii)           if to any other Holder, at the most current address given by such Holder to the Company in accordance with the provisions of this Section 10(c), which address initially is, with respect to each Holder, the address of such Holder maintained by the registrar under the Indenture; and

(iii)          if to the Company or the Guarantors, as follows:

	Protection One Alarm Monitoring, Inc.
	1035 N. 3rd Street, Suite 101
	Lawrence, KS 66044
	Facsimile: 785-856-9700
	Attention: Chief Executive Officer
with a copy mailed or delivered to:
	Kirkland & Ellis LLP
	200 East Randolph Drive
	Chicago, IL 60601
	Facsimile: 312-861-2200
	Attention: R. Scott Falk, P.C.

All such notices and communications shall be deemed to have been duly given when received, if delivered by hand or air courier, and when sent, if sent by first-class mail, telex or facsimile.

The Company by notice to the others may designate additional or different addresses for subsequent notices or communications.

(d)           Successors and Assigns.  This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including, without the need for an express assignment or any consent by the Company or any Guarantor thereto, subsequent Holders.  The Company and the Guarantors hereby agree to extend the benefits of this

19

Agreement to any Holder and any such Holder may specifically enforce the provisions of this Agreement as if an original party hereto.

(e)           Counterparts.  This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(f)            Headings.  The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(g)           Governing Law and Consent to Jurisdiction.  This agreement shall be governed by and construed in accordance with the laws of the State of New York.  The Company and each Guarantor (x) submits to the nonexclusive jurisdiction of the courts of the State of New York and of the United States sitting in the Borough of Manhattan in respect of any action, claim or proceeding (“Proceeding”) arising out of or relating to this Agreement or the transactions contemplated hereby, (y) irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any Proceeding in the Supreme Court of the State of New York, County of New York, or the United States District Court for the Southern District of New York, and any claim that any Proceeding in any such court has been brought in an inconvenient forum, and (z) agrees that any service of process or other legal summons in connection with any Proceeding may be served on it by mailing a copy thereof by registered mail, or a form of mail substantially equivalent thereto, postage prepaid, addressed to the served party at its address as provided for in Section 10(c).  Nothing in this section shall affect the right of the parties to serve process in any other manner permitted by law.

(h)           Obligations of New Guarantors.  If any person becomes a Guarantor (as defined in the Indenture) after the date hereof and while the Company has continuing obligations under this Agreement, the Company will cause such Guarantor to become a party hereto including for purposes of registration obligations, the guarantee of Additional Interest on a joint and several basis and indemnification and contribution pursuant to Section 8.

(i)            Severability.  In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected thereby, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law.

(j)            Notes Held by the Company, etc.  Whenever the consent or approval of Holders of a specified percentage of principal amount of Transfer Restricted Notes or Exchange Notes is required hereunder, Transfer Restricted Notes or Exchange Notes held by the Company or any of its Affiliates (other than subsequent Holders of Transfer Restricted Notes or Exchange Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such New Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

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(k)           Remedies.  In the event of a breach by either the Company or any of the Guarantors of any of their respective obligations under this Agreement, each Holder, in addition to being entitled to exercise all rights provided herein, in the Indenture or granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Agreement.  The Company and the Guarantors agree that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by either the Company or any of the Guarantors of any of the provisions of this Agreement and hereby further agree that, in the event of any action for specific performance in respect of such breach, the Company shall (and shall cause each Guarantor to) waive the defense that a remedy at law would be adequate.

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Please confirm that the foregoing correctly sets forth the agreement between and between the Company and the Consenting Holders.

Very truly yours,

PROTECTION ONE ALARM MONITORING, INC.
/s/ J. Eric Griffin
Name: J. Eric Griffin
Title: Vice President & Secretary
:	HOLDERS OF RELEVANT OWNERSHIP:
	GREYWOLF HIGH YIELD MASTERS
	FUND
	GREYWOLF CAPITAL PARTNERS II LP
	GREYWOLF CAPITAL PARTNERS LP
	By: GREYWOLF CAPITAL
	MANAGEMENT LP, as Investment
	Manager
	By:	/s/ Michelle Lynd
		Name: Michelle Lynd
		Title:   Authorized Signatory
	Aggregate Principal Amount
	of New Notes: $37,925,000
	Address for Notices:
	87 Graham Street, Suite 140
	San Francisco, CA 94129-1722

22

GLENVIEW CAPITAL PARTNERS, LP
GLENVIEW INSTITUTIONAL PARTNERS, LP
GLENVIEW CAPITAL MASTER FUND, LTD
GCM LITTLE ARBOR PARTNERS, LP
GCM LITTLE ARBOR INSTITUTIONAL
PARTNERS, LP
GCM LITTLE ARBOR MASTER FUND, LTD
By:	/s/ Mark Horowitz
	Name: Mark Horowitz
	Title:   Chief Operating Officer and General
		Counsel
Aggregate Principal Amount
of New Notes: $29,500,000
Address for Notices:
767 Fifth Avenue, 44th Floor
New York, NY 10153

23

CASPIAN CAPITAL PARTNERS, L.P.
MARINER OPPORTUNITIES FUND, LP
MARINER LDC
MARINER VOYAGER MASTER FUND,
LTD
By: MARINER INVESTMENT GROUP, INC., as
Investment Advisor
By:	/s/ Adam S. Cohen
	Name: Adam S. Cohen
	Title:   Principal
Aggregate Principal Amount
of New Notes of All Entities Listed on this
Page: $18,500,000
Address for Notices:
500 Mamaroneck Avenue, Suite 101
Harrison, NY 10528

24

RIVA RIDGE MASTER FUND, LTD.
MARINER LDC
By: RIVA RIDGE CAPITAL MANAGEMENT
	LP, as Investment Manager
By: RIVA RIDGE GP LLC, GP to the Investment
	Manager
By:		/s/ Stephen Golden
		Name: Stephen Golden
		Title:   Managing Member
Aggregate Principal Amount
of New Notes: $12,920,000
Address for Notices:
55 Fifth Avenue, 18th Floor
New York, NY 10003

25

REDWOOD MASTER FUND, LTD.
By:	/s/ Jonathan Kolatch
	Name: Jonathan Kolatch
	Title:   Director
Aggregate Principal Amount
of New Notes: $8,000,000
Address for Notices:
910 Sylvan Avenue
Englewood Cliffs, NJ 07632

26

EX-10.1

Exhibit 10.1

EXECUTION COPY

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

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”.

WHEREAS, the parties hereto entered into a Stockholders Agreement, dated as of February 8, 2005 (the “Original Stockholders Agreement”), providing, among other things, for certain arrangements relating to governance of the Company and transfers by the Stockholders;

WHEREAS, pursuant to a merger agreement, dated as of December 20, 2006, entered into by and between Integrated Alarm Services Group, Inc. (“IASG”), the Company and Tara Acquisition Corp. (the “Merger Agreement”), IASG has become a wholly-owned subsidiary of the Company, with shareholders of IASG receiving Common Shares (the “Merger”); and

WHEREAS, in connection with the Merger the Company and each of the Stockholders desire to amend and restate the Original Stockholders Agreement.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, the parties hereto hereby agree to amend and restate the Original Stockholders Agreement as follows:

ARTICLE I

DEFINITIONS

Section 1.1   Definitions (a)    As used in this Agreement, the following capitalized terms shall have the following meanings:

Acquisition Designees: As defined in Section 2.1(a)(i) herein.

Affiliate:  When used with respect to a specified Person, another Person that either directly or indirectly, through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, the Person specified.

Board of Directors:  The board of directors of the Company.

Business Day:  A day other than a Saturday, Sunday, federal or New York State holiday or other day on which commercial banks in New York City are authorized or required by law to close.

Cash Equivalents:  Any of the following:

(1)securities issued or directly and fully guaranteed or insured by the United States Government or any agency or instrumentality of the United States (provided that the full faith and credit of the United States is pledged in support thereof), having maturities of not more than one year from the date of acquisition;

(2)marketable general obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition of the United States (provided that the full faith and credit of the United States is pledged in support thereof) and, at the time of acquisition, having a credit rating of “A” or better from either Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc.;

(3)certificates of deposit, time deposits, eurodollar time deposits, overnight bank deposits or bankers’ acceptances having maturities of not more than one year from the date of acquisition thereof issued by any commercial bank the long-term debt of which is rated at the time of acquisition thereof at least “A” or the equivalent thereof by Standard & Poor’s Ratings Services, or “A” or the equivalent thereof by Moody’s Investors Service, Inc., and having combined capital and surplus in excess of $500 million; or

(4)commercial paper rated at the time of acquisition thereof at least “A-2” or the equivalent thereof by Standard & Poor’s Ratings Services or “P-2” or the equivalent thereof by Moody’s Investors Service, Inc., or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of investments, and in any case maturing within one year after the date of acquisition thereof.

Common Shares:  The shares of common stock, $0.01 par value per share, of the Company.

Control: The possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

Excluded Securities:  As defined in Section 5.2 herein.

Independent Person: A person (x) who is not: (i) a holder of more than 5% of the outstanding Common Shares, or an officer, employee or partner of the Company; (ii) a creditor, customer, supplier or other person who derives more than 10% of its purchases or revenues from its activities with the Company; (iii) a member of the immediate family of any such stockholder, officer, employee, partner, creditor, customer, supplier or other person and (y) who does not

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have a relationship with the Company that may interfere with his exercise of independence from management and the Company.

Marketable Securities: securities that are traded on an established securities exchange, reported through an established over-the-counter trading system or otherwise traded over-the-counter.

Permitted Transfer: As defined in Section 3.2.

Permitted Transferee: As defined in Section 3.2.

Person:  Any individual, partnership, limited liability company, joint venture, syndicate, sole proprietorship, company or corporation, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, regulatory body or agency, government or governmental agency, authority or entity however designated or constituted.

POI Acquisition:  As defined in the recitals.

Protection One Entities:  The Company and its Subsidiaries.

QMFL:  As defined in the recitals.

QDRF:  As defined in the recitals.

QDRF Designee: As defined in Section 2.1(a)(ii) herein.

Registered Sale: A sale of Common Shares effected pursuant to an effective registration statement under the Securities Act in accordance with the Registration Rights Agreement.

Registration Rights Agreement:  The registration rights agreement dated as of February 8, 2005 by and among POI Acquisition, QMFL and the Company.

Rule 144 Sale: A sale of Common Shares pursuant to Rule 144 promulgated under the Securities Act (or any similar rule then in effect).

SEC: The U.S. Securities and Exchange Commission or its successor.

Securities Act: The U.S. Securities Act of 1933, as amended from time to time and the rules and regulations promulgated thereunder.

Stockholder Designee: Any of the Acquisition Designees or the QDRF Designee.

Subsidiary: An entity in respect of which another entity owns, directly or indirectly, at least a majority of the securities entitled to vote for the election of directors or the members of a similar governing body.

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Trigger Event: The Company ceasing to qualify as a “controlled company” for purposes of the applicable standards of the securities exchange on which the Common Shares are listed.

(b)   When used in this Agreement, the term “including” shall be deemed to mean “including, without limitation”. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Article and Section references are to this Agreement unless otherwise specified.  The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

ARTICLE II

CORPORATE GOVERNANCE

Section 2.1   Board of Directors Representation.  (a)    Effective as of the date hereof, the Stockholders and the Company shall use their reasonable best efforts to cause the Board of Directors to be comprised of nine directors of whom:

(i)  three shall be designated by POI Acquisition (the “Acquisition Designees”);

(ii)  two shall be designated by QDRF (the “QDRF Designees”);

(iii)  two shall be designated pursuant to the Merger Agreement for a period of not less than two years from the date hereof;

(iv)  one shall be Richard Ginsburg, president and chief executive officer of the Company; and

(iv)one shall be an Independent Person selected by a majority of the other directors, which person shall initially be Robert J. McGuire.

(b)   At such time as POI Acquisition shall cease to own Common Shares in an amount equal to at least 25% of the Common Shares issued and outstanding as of the effective date hereof, POI Acquisition shall have the right to designate two Acquisition Designees rather than three Acquisition Designees pursuant to Section 2.1(a) above. At such time as POI Acquisition shall cease to own Common Shares in an amount equal to at least 15% of the Common Shares issued and outstanding as of the effective date hereof, POI Acquisition shall have the right to designate one Acquisition Designee rather than two Acquisition Designees pursuant to Section 2.1(a) above. At such time as POI Acquisition shall cease to own Common Shares in an amount equal to at least 10% of the Common Shares issued and outstanding as of the effective date hereof, POI Acquisition shall cease to have the right to designate a director to the Board of Directors pursuant to Section 2.1(a) above. Upon each of the triggering events set forth in this Section 2.1(b) above, POI Acquisition shall promptly cause one of its Acquisition Designees to resign from the Board of Directors and all committees thereof. Upon any such resignation, the Stockholders will use their reasonable best efforts to cause the directors

4

remaining in office to either decrease the size of the Board of Directors to eliminate such vacancy or cause the vacancy created thereby to be filled by a designee selected by a majority of the directors remaining in office.

(c)   At such time as QDRF shall cease to own Common Shares in an amount equal to at least 15% of the Common Shares issued and outstanding as of the effective date hereof, QDRF shall have the right to designate one QDRF Designee to the Board of Directors rather than two QDRF Designees pursuant to Section 2.1(a) above. At such time as QDRF shall cease to own Common Shares in an amount equal to at least 10% of the Common Shares issued and outstanding as of the effective date hereof, QDRF shall cease to have the right to designate a director to the Board of Directors pursuant to Section 2.1(a) above. Upon each of the triggering events set forth in this Section 2.1(c) above, QDRF shall promptly cause one of its QDRF Designees to resign from the Board of Directors and all committees thereof. Upon any such resignation, the Stockholders will use their reasonable best efforts to cause the directors remaining in office to either decrease the size of the Board of Directors to eliminate such vacancy or cause the vacancy created thereby to be filled by a designee selected by a majority of the directors remaining in office.

(d)   At such time as Mr. Ginsburg ceases to be the chief executive officer of the Company, he shall no longer be entitled to serve as a director pursuant to Section 2.1(a) above.  Upon any such resignation, the Stockholders will use their reasonable best efforts to cause the directors remaining in office to either decrease the size of the Board of Directors to eliminate such vacancy or cause the vacancy created thereby to be filled by a designee selected by a majority of the directors remaining in office.

(e)   Each Stockholder agrees to vote, or act by written consent with respect to, any Common Shares owned directly or indirectly by it, at each annual or special meeting of stockholders of the Company at which directors are to be elected or to take all actions by written consent in lieu of any such meeting as are necessary, and the Company shall use its reasonable best efforts to take all appropriate actions as are necessary, to cause the Board of Directors to be comprised of the number and type of directors specified in Section 2.1(a). In conjunction with a Trigger Event and effective immediately prior to the consummation thereof, the Stockholders and the Company shall take all action necessary and appropriate to reconstitute the size and composition of the Board of Directors in accordance with the listing rules of the applicable securities exchange; provided, however, that in the case of any such reconstitution of the Board of Directors, POI Acquisition shall remain entitled pursuant to Section 2.1(a) to designate the Acquisition Designees (subject to Section 2.1(b)), QDRF shall remain entitled to designate the QDRF Designee (subject to Section 2.1(c)), Mr. Ginsburg shall remain entitled to serve as a director (subject to Section 2.1(d)) and the Company shall continue to perform its obligations under the Merger Agreement with respect to directors designated thereunder.

(f)   Until such time as POI Acquisition ceases to own Common Shares in an amount equal to at least 40% of the Common Shares issued and outstanding as of the effective date hereof, POI Acquisition shall have the right, exercisable at any time upon delivery of written notice to QDRF and the Company, to elect to cause the Board of Directors to be increased to include two additional directors and to designate such directors, and shall similarly have the right to designate one additional director to the extent that POI Acquisition owns

5

Common Shares in an amount equal to at least 35% (but less than 40%) of the Common Shares issued and outstanding as of the effective date hereof (the “Acquisition Election”). Upon making the Acquisition Election, the Stockholders (and their respective Stockholder Designees) and the Company shall use their reasonable best efforts to take all appropriate action to cause the size of the Board of Directors to be increased to include the director(s) designated by POI Acquisition. Upon making the Acquisition Election, (i) the number of Acquisition Designees set forth in Section 2.1(a)(i) shall be increased by the number of Acquisition Designees so designated and (ii) at such time as POI Acquisition shall cease to own the requisite percentage of Common Shares issued and outstanding to designate one or more directors pursuant to this Section 2.1(f), POI Acquisition shall promptly cause such Acquisition Designee(s) to resign from the Board of Directors and all committees thereof. Upon any such resignation, the Stockholders will use their reasonable best efforts to cause the directors remaining in office to either decrease the size of the Board of Directors to eliminate such vacancy or cause the vacancy created thereby to be filled by a designee selected by a majority of the directors remaining in office.

(g)   If any Stockholder entitled to designate directors hereunder requests in writing that any of its designees be removed as a director, the other Stockholder shall vote, or act by written consent with respect to, all Common Shares owned directly or indirectly by such other Stockholder and otherwise take or cause to be taken all actions necessary to remove such director designated by such Stockholder. Unless a Stockholder shall otherwise request in writing, no other Stockholder shall take any action to cause the removal of any directors designated by such Stockholder. In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of any director designated by a Stockholder, so long as such Stockholder has the right to designate a replacement designee at such time, the Company and the other Stockholder shall use their reasonable best efforts to take all appropriate action necessary to cause the vacancy created thereby to be filled by the replacement designated by such Stockholder.

(h)   POI Acquisition and QDRF each shall be entitled to designate an employee, director or officer of such entity or its Affiliates to serve as a nonvoting observer to the Board of Directors (an “Observer”) at any time that such entity owns at least 5% of the outstanding Common Shares. The Observer shall be permitted to attend all meetings of the Board of Directors. The Company shall provide the Observer, in the same manner as provided to directors, notice of such meetings and copies of all materials, financial or otherwise, which the Company provides to its directors; provided, however, that the Company may exclude the Observer from access to any materials or from any meeting, or any portion of the foregoing, if the Company reasonably believes upon advice of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect confidential or proprietary information or for other similar reasons.

(i)   The parties hereto acknowledge and agree that designation of a director as a Stockholder Designee does not in itself preclude such director from being deemed “independent” for purposes of applicable rules and regulations of the United States Securities and Exchange Commission or the securities exchange upon which the Common Shares are listed (each such qualifying director, an “Independent Designee”).

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(j)   For purposes of this Agreement, a Stockholder shall be deemed to own its proportional interest of any Common Shares held by a Person beneficially owned by such Stockholder (determined based on such Stockholder’s pro rata direct or indirect equity interest in such Person).

(k)   The Company shall reimburse each Stockholder Designee and each Observer for their reasonable out-of-pocket expenses incurred by them for the purpose of attending meetings of the Board of Directors, the board of directors of any Subsidiary of the Company or the respective committees thereof.

Section 2.2   Bylaws.   (a)    At the first meeting of the Board of Directors following the date of this Agreement, the bylaws of the Company shall be amended to provide that (i) until such time as POI Acquisition ceases to own Common Shares in an amount equal to at least 20% of the Common Shares issued and outstanding as of the effective date hereof, at least one of the Acquisition Designees (other than an Independent Designee) shall be required to be present to constitute a quorum of the Board of Directors and (ii) until such time as QDRF ceases to own Common Shares in an amount equal to at least 20% of the Common Shares issued and outstanding as of the effective date hereof, at least one of the QDRF Designees (other than an Independent Designee) shall be required to be present to constitute a quorum of the Board of Directors; provided, however, that (x) any of the Stockholders may waive such right for any given meeting of the Board of Directors and (y) none of the Stockholders may use such provision in bad faith to avoid the taking of any action by the Board of Directors.

(b)   If and for so long as POI Acquisition has the rights described in Section 2.2(a)(i) above neither the Company nor any other Stockholder shall, without the prior written consent of POI Acquisition, take any action to amend the bylaws of the Company in any manner that would impair POI Acquisition’s rights hereunder.  If and for so long as QDRF has the rights described in Section 2.2(a)(ii) above neither the Company nor any other Stockholder shall, without the prior written consent of QDRF, take any action to amend the bylaws of the Company in any manner that would impair QDRF’s rights hereunder.

Section 2.3.   Information and Inspection Rights.  The Company shall furnish to each Stockholder that, together with its Affiliates, owns at least 5% of the outstanding Common Shares such information regarding the business, affairs, prospects and financial condition of the Company and its Subsidiaries as such Stockholder may reasonably request and shall permit such Stockholder or any of its designated representatives to examine the books and records of the Company and its Subsidiaries (and to make copies thereof and extracts therefrom), and to inspect their respective facilities.

ARTICLE III

TRANSFERS

Section 3.1   Transfer Restrictions.  (a)    Subject to compliance with Sections 3.3 and 3.4, QDRF may directly or indirectly offer, transfer, sell, assign, pledge or otherwise dispose of any economic, voting or other rights in or to (any such act, a “transfer”) all or a portion of its

7

Common Shares at any time (i) in a Permitted Transfer, (ii) in a transfer pursuant to Sections 4.2 or 4.3 or (iii) subject to compliance with Section 4.1, in any other transfer.

(b)   Subject to compliance with Sections 3.3 and 3.4, POI Acquisition may transfer all or a portion of its Common Shares at any time (i) in a Permitted Transfer or (ii) subject to compliance with Section 4.2 hereof, in any other transfer.

Section 3.2   Permitted Transfers; Indirect Transfers.  (a)  Notwithstanding any other provision of this Agreement, a Stockholder may:  (i) transfer Common Shares to an Affiliate of such Stockholder, (ii) transfer Common Shares in a Registered Sale, (iii) transfer Common Shares in a Rule 144 Sale or (iv) in the case of QDRF, transfer Common Shares at any time it owns less than 10% of the outstanding Common Shares (determined prior to any such transfer) (a “Below 10% Sale”) (each of the foregoing, a “Permitted Transfer” and each of the transferees in a Permitted Transfer, a “Permitted Transferee”).

(b)   To the extent a Stockholder or Permitted Transferee described in clause (i) above is not an individual or an estate, and a Person (which is not a Permitted Transferee of the Stockholder or of such Permitted Transferee, as the case may be) acquires Control of such Stockholder or Permitted Transferee, (x) such acquisition of Control shall be deemed to be a transfer of the Common Shares held by such Stockholder or Permitted Transferee subject to the restrictions on transfer contained in this Agreement (including, without limitation, Articles III and IV hereof) and (y) to the extent such Stockholder or Permitted Transferee then holds assets in addition to Common Shares, the determination of the purchase price deemed to have been paid for the Common Shares held by such Permitted Transferee in such deemed transfer for purposes of the provisions of this Agreement shall be made by the Board of Directors in good faith.

Section 3.3   Notice of Proposed Transfer.  No fewer than 10 days prior to any proposed transfer of any Common Shares by a Stockholder (other than under the circumstances described in Article IV or pursuant to a Registered Sale or a Rule 144 Sale), the Stockholder shall give written notice to the Company and the other Stockholder of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer, the proposed date of the transfer and the number of Common Shares proposed to be transferred and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of the Common Shares may be affected without registration under the Securities Act.

Section 3.4   Validity of Transfers; Compliance with Laws, Agreement.  (a)  Any attempt to transfer any Common Shares in violation of this Agreement shall be null and void.  The Company shall not record on its stock transfer books or otherwise any transfer of Common Shares in violation of the terms and conditions set forth herein.

(b)   No transfer may be made unless (i) the transfer complies in all respects with the applicable provisions of this Agreement and (ii) the transfer complies in all respects with applicable federal and state securities laws, including the Securities Act.

(c)   As a condition to any transfer of Common Shares (other than pursuant to a  Registered Sale or a Rule 144 Sale or a Below 10% Sale), the transferee shall agree (pursuant to

8

an agreement in form and substance reasonably acceptable to the Company) to become a party to this Agreement and shall have such rights and obligations of its transferor for purposes of Articles III and IV; provided, that a transferee of Common Shares pursuant to clause (i) of Section 3.2(a) shall have all of the rights and obligations of the transferor Stockholder;  provided, further, that, in connection with a transfer of at least 10% of the outstanding Common Shares by a Stockholder, such Stockholder may also assign its rights and obligations under Section 2.1 to such transferee, and in such circumstances, the transferee shall have the rights and obligations of the transferor Stockholder under such Section; provided, however, that such transferee shall not be entitled to designate a Stockholder Designee or an Observer unless such Stockholder Designee or Observer, as the case may be, is reasonably acceptable to the Board of Directors.

ARTICLE IV

RIGHT OF FIRST OFFER, TAG-ALONG SALE, DRAG-ALONG

Section 4.1.   Right of First Offer.  (a)    If QDRF (for purposes of this Section 4.1, a “Selling Stockholder”) proposes to transfer (unless the proposed transfer is a Permitted Transfer or a transfer pursuant to such Selling Stockholder’s “tag-along” rights under Section 4.2, in which case the following provisions need not be complied with) all or any portion of its Common Shares (the number of Common Shares proposed to be transferred by the Selling Stockholder, the “Subject Securities”), the Selling Stockholder shall deliver a notice of intention to sell (a “Sale Notice”) to POI Acquisition (the “Offeree Stockholder”) setting forth the number of Subject Securities proposed to be transferred, an irrevocable offer to sell such Subject Securities to the Offeree Stockholder and the terms and conditions pursuant to which the Selling Stockholder is offering to sell such Subject Securities.

(b)   Upon receipt of a Sale Notice, the Offeree Stockholder shall have the right to elect to purchase at the price and on the terms and conditions stated in the Sale Notice, all, but not less than all, of the Subject Securities (as allocated among the Offeree Stockholder in their discretion).  In the event that the Offeree Stockholder elects to purchase all of the Subject Securities, the Offeree Stockholder shall so notify the Selling Stockholder within 20 days (the “Option Period”) after the receipt by such party of the Sale Notice.  Any such election shall be made by written notice (a “Notice of Election”) to the Selling Stockholder.

(c)   If a Notice of Election with respect to the Subject Securities shall have been delivered to the Selling Stockholder, the Selling Stockholder shall sell such Subject Securities to the Offeree Stockholder designated in the Notice of Election at the price and on the terms and conditions stated in the Sale Notice.

(d)   The closing of the sale of Subject Securities to the Offeree Stockholder shall take place at the offices of the Company, or such other location as the parties to the sale may mutually select, on a date the parties may mutually select, no later than 30 days following the expiration of the Option Period (or upon the expiration of such longer period required to obtain any necessary regulatory approvals).  At such closing, the Selling Stockholder shall deliver a certificate or certificates for the Subject Securities to be sold, accompanied by stock powers with signatures guaranteed and all necessary stock transfer taxes paid and stamps affixed, if

9

necessary, against receipt of the purchase price therefor by certified or official bank check or by wire transfer of immediately available funds.

(e)   If the Offeree Stockholder (and/or its assignee(s)) does not elect to purchase all of the Subject Securities by the end of the Option Period, such Subject Securities may be sold to any Person for a period of 180 days following the expiration of the Option Period at a price not lower than the price specified in the Sale Notice and on other terms and conditions not more favorable to the purchaser than those specified in the Sale Notice. Any Subject Securities not sold by such 180th day shall again be subject to the restrictions contained in this Section 4.1.

(f)   The Offeree Stockholder shall be entitled to assign any or all of their rights under this Section 4.1 to any other Person.

Section 4.2.   Tag-Along Rights.  (a)    In the event that POI Acquisition (for purposes of this Section 4.2, a “Selling Stockholder”) proposes to transfer (other than by way of a Permitted Transfer) all or any portion of the Common Shares owned by such Selling Stockholder (any of the foregoing, a “Sale”), then unless such Selling Stockholder is entitled to give and does give a Drag-Along Notice pursuant to Section 4.3, such Selling Stockholder shall give notice (a “Notice of Intention to Sell”) to the other Stockholder (for purposes of this Section 4.2, the “Other Stockholder”) and the Company promptly, and in any event not more than 10 days after the execution and delivery by all the parties thereto of the definitive agreement relating to the Sale, setting forth in reasonable detail the terms and conditions of such proposed Sale, including the number of Common Shares proposed to be so transferred, the name of the third party purchaser, the proposed amount and form of consideration. In the event that the terms and/or conditions set forth in the Notice of Intention to Sell are thereafter amended in any respect, the Selling Stockholder shall give written notice (an “Amended Notice”) of the amended terms and conditions of the proposed Sale promptly to the other Stockholder and the Company.

(b)   The Other Stockholder shall have the right, exercisable upon written notice to the Selling Stockholder within 20 days after such Stockholder’s receipt of any Notice of Intention to Sell, or, if later, within 20 days of such Stockholder’s receipt of the most recent Amended Notice, to participate in the proposed Sale by the Selling Stockholder to the proposed purchaser on the terms and conditions set forth in such Notice of Intention to Sell or the most recent Amended Notice, as the case may be (such participation rights being hereinafter referred to as “tag-along” rights). Each Stockholder may participate with respect to the Common Shares owned by such Stockholder in an amount equal to the product obtained by multiplying (i) the aggregate number of Common Shares owned by such Stockholder by (ii) a fraction, the numerator of which is equal to the number of Common Shares proposed to be sold or transferred by the Selling Stockholder and the denominator of which is the aggregate number of Common Shares owned by the Selling Stockholder. If the Other Stockholder has not notified the Selling Stockholder of its intent to exercise tag-along rights 20 days after receipt of the Notice of Intention to Sell or, if later, within 20 days of receipt of an Amended Notice, the Other Stockholder shall be deemed to have elected not to exercise such tag-along rights with respect to the Sale contemplated by such Notice of Intention to Sell or such Amended Notice, as the case may be (in the case of an Amended Notice, regardless of its election pursuant to the Notice of Intention to Sell relating to such Sale).  If the number of Common Shares elected to be sold by the Selling Stockholder and the Other Stockholder, in addition to the number of Common Shares

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elected to be sold by other stockholders of the Company (“Other Tagging Stockholders”) pursuant to similar tag-along rights as those contained in this Agreement, is greater than the number of Common Shares specified in the Notice of Intention to Sell, the number of Common Shares being sold by each such holder shall be reduced such that the applicable holder shall be entitled to (and obligated to) sell only its pro rata portion of Common Shares (based on the number of Common Shares owned by such holder to the total number of Common Shares owned by all of such electing holders).  If a Stockholder elects not to include the maximum number of Common Shares that such holder would have been permitted to include in a proposed Sale, the Selling Stockholder, the Other Stockholder and any Other Tagging Stockholders may sell in the proposed Sale a number of additional Common Shares owned by any of them equal to their pro rata portion of the number of Common Shares eligible to be included in the proposed Sale and not so elected to be included (based on the number of Common Shares owned by such holder to the total number of Common Shares owned by all of such electing holders).

(c)   If the Other Stockholder exercises its rights under this Section 4.2, the closing of the purchase of the Common Shares with respect to which such rights have been exercised will take place concurrently with the closing of the sale of the Selling Stockholder’s Common Shares to the purchaser.

(d)   In connection with any Sale pursuant to this Section 4.2, the Other Stockholder shall make to the purchaser in the Sale the same representations, warranties, covenants, indemnities and agreements as the Selling Stockholder makes in connection with the proposed Sale (except that in the case of representations, warranties, covenants, indemnities and agreements pertaining specifically to the Selling Stockholder, a Stockholder exercising its “tag-along” rights shall make the comparable representations, warranties, covenants, indemnities and agreements pertaining specifically to itself); provided, that all representations, warranties, covenants and indemnities shall be made by the Selling Stockholder, the Other Stockholder and the Other Tagging Stockholders severally and not jointly. Each Stockholder and any Other Tagging Stockholder participating in the Sale will be responsible for funding its proportionate share of any escrow arrangements in connection with the Sale and for its proportionate share of any withdrawals therefrom.  All fees, commissions, adjustments to purchase price, expenses and indemnities of the Selling Stockholder, the Other Stockholder and any Other Tagging Stockholders thereunder shall be borne by each of them on a pro rata basis based on the number of Common Shares sold by each of them in such Sale.

Section 4.3.   Drag-Along.  (a)    If (i) POI Acquisition (for purposes of this Section 4.3, the “Selling Stockholder”) receives a bona fide offer from any third party who is not an Affiliate of either the Company or POI Acquisition to purchase (including a purchase by merger, consolidation or similar transaction) 100% of the Common Shares owned by the Selling Stockholder at such time, (ii) at least 90% of the fair market value of the consideration to be received by the Selling Stockholder in such offer is in the form of cash, Cash Equivalents or Marketable Securities and (iii) such offer is accepted by the Selling Stockholder, then QDRF (for purposes of this Section 4.3, the “Other Stockholder”) hereby agrees that, if requested by the Selling Stockholder, it will transfer to such purchaser, subject to Section 4.3(b), on the terms of the offer so accepted by the Selling Stockholder, including time of payment, form of consideration and adjustments to purchase price, all of its Common Shares.

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(b)   The Selling Stockholder will give notice (the “Drag-Along Notice”) to the Other Stockholder of any proposed transfer giving rise to the rights of the Selling Stockholder set forth in Section 4.3(a) (a “Drag-Along Sale”) not more than 10 days after the execution and delivery by all of the parties thereto of the definitive agreement relating to the Drag-Along Sale and, in any event, no later than 20 days prior to the closing date for such Drag-Along Sale. The Drag-Along Notice will set forth the number of Common Shares proposed to be so transferred, the name of the purchaser, the proposed amount and form of consideration, the number of Common Shares sought and the other terms and conditions of the offer.  The Other Stockholder shall make the same representations, warranties, covenants, indemnities and agreements as the Selling Stockholder makes in connection with the Drag-Along Sale (except that in the case of representations, warranties, covenants, indemnities and agreements pertaining specifically to the Selling Stockholder, the Other Stockholder shall make the comparable representations, warranties, covenants, indemnities and agreements pertaining specifically to itself); provided, that all representations, warranties, covenants and indemnities shall be made by the Selling Stockholder and the Other Stockholder severally and not jointly and provided further that in the event that at the time of execution of the definitive agreement relating to such Drag-Along Sale the Other Stockholder no longer retains the right to designate the QDRF Designee pursuant to Section 2.1(a), the Other Stockholder shall be required only to make representations, warranties, covenants, indemnities and agreements pertaining specifically to itself consistent with the representations, warranties, covenants, indemnities and agreements pertaining specifically to the Selling Stockholder.  The Other Stockholder will be responsible for funding its proportionate share of any escrow arrangements in connection with the Drag-Along Sale and for its proportionate share of any withdrawals therefrom.  The Other Stockholder also will be responsible for its proportionate share of any fees, commissions, adjustments to purchase price and expenses in connection with the of the Drag-Along Sale.  If the Drag-Along Sale is not consummated within 90 days from the date of the Drag-Along Notice (subject to extension to obtain any necessary regulatory approvals), the Selling Stockholder(s) must deliver another Drag-Along Notice in order to exercise their rights under this Section 4.3 with respect to such Drag-Along Sale.

ARTICLE V

PREEMPTION

Section 5.1   Preemptive Rights.  (a)  Each Stockholder shall have the right to purchase for cash its Preemptive Right Pro Rata Share of newly issued (i) Common Shares or (ii) options or warrants to purchase, or securities convertible into or exchangeable for, Common Shares (“Rights” and together with Common Shares, “POI Securities”), in each case that the Company or any Subsidiary of the Company may from time to time propose to sell for cash.  A Stockholder’s “Preemptive Right Pro Rata Share” shall be, at any given time, that proportion, calculated prior to any proposed new issuance, which the number of Common Shares owned by such Stockholder at such time bears to the total number of Common Shares outstanding at such time.

(b)   In the event the Company proposes to undertake an issuance for cash of POI Securities to any Person, it shall give the Stockholders written notice (the “Preemptive Notice”) of its intention to sell POI Securities for cash, the price, the identity of the purchaser and the

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principal terms upon which the Company proposes to issue the same.  Subject to Section 5.1(a), each Stockholder shall have ten Business Days from the delivery date of any Preemptive Notice to agree to purchase a number of POI Securities up to its Preemptive Right Pro Rata Share of POI Securities (in each case calculated prior to the issuance) for the price and upon the terms specified in the Preemptive Notice by giving written notice to the Company and stating therein the number of POI Securities to be purchased.

(c)   In the event that any Stockholder fails to purchase all of its Preemptive Right Pro Rata Share pursuant to this Section 5.1, the Company shall have 180 days after the date of the Preemptive Notice to consummate the sale of the POI Securities with respect to which such Stockholder’s preemptive right was not exercised, at or above the price and upon terms not more favorable to the purchasers of such POI Securities than the terms specified in the initial Preemptive Notice given in connection with such sale.

Section 5.2   Excluded Securities.  The parties hereby agree that the preemption rights described in Section 5.1 shall not be exercisable with respect to any issuance by the Company or any Subsidiary of the Company of the following securities (“Excluded Securities”):

(a)   any issuance of securities to officers, employees, directors or consultants of any Protection One Entity in connection with such person’s employment, consulting or director arrangements with a Protection One Entity;

(b)   any issuance of securities in connection with any business combination or acquisition transaction involving any Protection One Entity, including any issuance to the equityholders or management of the entity that is the subject of such business combination or acquisition transaction; or

(c)    any securities issued by the Company or a Subsidiary of the Company pursuant to a public offering registered with the SEC.

ARTICLE VI

Miscellaneous

Section 6.1   Effectiveness and Term.  This Agreement shall terminate upon (i) as to any Stockholder, the date when such Stockholder owns less than 1% of the outstanding Common Shares or (ii) upon a written agreement by the Stockholders and the Company to terminate the Agreement.

Section 6.2   Recapitalizations, Exchanges, Etc., Affecting Common Shares.  The provisions of this Agreement shall apply, to the full extent set forth herein with respect to the Common Shares, and to any and all shares of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for, or in substitution of the Common Shares, by reason of any stock dividend, stock split, stock issuance, reverse stock split, combination, recapitalization, reclassification, merger, consolidation or otherwise. Upon the occurrence of any of such events, amounts hereunder shall be appropriately adjusted.

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Section 6.3   Headings. Headings of articles, sections and paragraphs of this Agreement are inserted for convenience of reference only and shall not affect the interpretation or be deemed to constitute a part hereof.

Section 6.4   Severability. In the event that any one or more of the provisions contained in this Agreement or in any other instrument referred to herein shall, for any reason, be held to be invalid, illegal or unenforceable, such illegality, invalidity or unenforceability shall not affect any other provisions of this Agreement.

Section 6.5   Benefits of Agreement.  Nothing expressed by or mentioned in this Agreement is intended or shall be construed to give any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the parties hereto and their respective successors and permitted assigns.  No assignments of rights under this Agreement shall be permitted and any such assignment shall be void, except an assignment to a transferee of Common Shares of a Stockholder (other than a transferee in a Registered Sale, a Rule 144 Sale or a Below 10% Sale) or an assignment of the Offeree Stockholder’s rights under Section 4.1.

Section 6.6   Notices.  Any notice or other communications required or permitted hereunder shall be deemed to be sufficient and received if contained in a written instrument delivered in person or by courier or duly sent by first class certified mail, postage prepaid, or by facsimile addressed to such party at the address or facsimile number set forth below:

(1)If to the Company to:

Protection One, Inc
1035 N. 3rd Street, Suite 101
Lawrence, Kansas 66044
Telephone:  785-575-1707
Facsimile:  785-575-1711
Attention:  Darius G. Nevin

with a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP
200 East Randolph Drive
Chicago, Illinois 60601
Telephone:  312-861-2000
Facsimile:   312-861-2200
Attention:  R. Scott Falk, P.C.

(2)If to POI Acquisition:

c/o Quadrangle Group LLC
375 Park Avenue

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New York, New York 10152
Telephone: 212-418-1700
Facsimile: 212-418-1701
Attention: Henry Ormond

(3)If to QDRF:

c/o Quadrangle Group LLC
375 Park Avenue
New York, New York 10152
Telephone: 212-418-1700
Facsimile: 212-418-1701
Attention: Michael Weinstock

in the case of notice to POI Acquisition or QDRF, with a copy (which shall not constitute notice) to:

Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017-3790
Telephone: 212-455-2000
Facsimile:  212-455-2502
Attention:  Joseph H. Kaufman

and

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019-6099

Telephone: 212-728-8000

Facsimile: 212-728-8111

Attention: Michael Kelly

(4)if to any Stockholder other than POI Acquisition or QDRF, to it at the address set forth in the records of the Company;

or, in any case, at such other address or facsimile number as shall have been furnished in writing by such party to the other parties hereto. All such notices, requests, consents and other communications shall be deemed to have been received (a) in the case of personal or courier delivery, on the date of such delivery, (b) in the case of mailing, on the fifth business day following the date of such mailing and (c) in the case of facsimile, when received.

Section 6.7   Amendments and Waivers.  (a)  Neither this Agreement nor any provision hereof may be amended, modified, changed or discharged except by an instrument in writing signed by each of the parties hereto.

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(b)   No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 6.8   Counterparts.  This Agreement may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement.

Section 6.9   Specific Performance.  The parties hereto intend that each of the parties have the right to seek damages or specific performance in the event that any other party hereto fails to perform such party’s obligations hereunder.  Therefore, if any party shall institute any action or proceeding to enforce the provisions hereof, any party against whom such action or proceeding is brought hereby waives any claim or defense therein that the plaintiff party has an adequate remedy at law.

Section 6.10   Further Assurances.  Each of the parties shall, and shall cause their respective Affiliates to, execute such documents and perform such further acts as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement.

Section 6.11   No Recourse.  Notwithstanding anything that may be expressed or implied in this Agreement, the Company and each Stockholder covenant, agree and acknowledge that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general or limited partner or member of any Stockholder or of any Affiliate or assignee thereof, as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future officer, agent or employee of any Stockholder or any current or future member of any Stockholder or any current or future director, officer, employee, partner or member of any Stockholder or of any Affiliate or assignee thereof, as such, for any obligation of any Stockholder under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.

Section 6.12   Confidentiality. Each Stockholder acknowledges that in connection with its investment in the Company it shall receive certain non-public, confidential proprietary information, which may include memoranda, notes, analyses, reports, compilations or studies prepared by or on behalf of the Company and its Subsidiaries (“Confidential Information”). Notwithstanding anything to the contrary contained herein, each Stockholder agrees to use the Confidential Information only for purposes of evaluating its investment in the Company and it shall not use such Confidential Information in connection with any competing business or investment or disclose any such Confidential Information to any Person, except to the extent (i) such information is already in the public domain (other than as a result of a disclosure in breach of this Agreement); (ii) is already known by such Stockholder from a Person under no obligation of confidentiality to the Company at the time such information was received by such Stockholder

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or is obtained by such Stockholder from a Person under no obligation of confidentiality to the Company, (iii) the Company agrees in writing that such information may be disclosed; or (iv) such disclosure is required by law; provided, however, that any such disclosures be made only to the individual or entity to whom disclosure is required by law and only after written notice to the Company of the required disclosure. If Confidential Information is to be disclosed pursuant to a requirement of law, the disclosing Stockholder agrees to cooperate with the Company if the Company should seek to obtain an order or other reliable assurance that confidential treatment shall be accorded to designated portions of the Confidential Information.  Notwithstanding the foregoing, Stockholders may disclose Confidential Information to their employees, directors, shareholders, partners, members, agents and representatives who have a need to know of such information in connection with such Stockholder’s investment in or the management of the Company; provided, that such Persons agree to be bound by the terms of this Section 6.13, and such Stockholder shall be liable for any breach of the Stockholder’s obligations by such Persons.

Section 6.13   APPLICABLE LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 6.14   Jurisdiction; No Jury Trial. The parties hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of the State of New York for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and agree not to commence any action, suit or proceeding relating thereto except in such courts, and further agree that service of any process, summons, notice or document by U.S. registered mail to its address set forth above shall be effective service of process for any action, suit or proceeding brought against such party in any such court). The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the courts of the State of New York, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, SUIT PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THEM AGAINST THE OTHER IN ANY MATTERS ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT.

Section 6.15   Entire Agreement.  This Agreement, together with the Registration Rights Agreement and the Exchange Agreement constitutes the entire agreement between the parties with respect to the subject mater of this Agreement and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter of this Agreement.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

PROTECTION ONE, INC.
By:			/s/ J. Eric Griffin
Name:				J. Eric Griffin
Title:				Vice President
POI ACQUISITION, L.L.C.
By:	/s/ Henry Ormond
Name:				Henry Ormond
Title:				Manager
QUADRANGLE MASTER FUNDING LTD
By:		/s/ Michael Weinstock
Name:				Michael Weinstock
Title:				Director

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EX-10.2

Exhibit 10.2

NOTES SECURITY AGREEMENT

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).

WITNESSETH:

WHEREAS, Protection One Alarm Monitoring, Inc. (“POAMI”), Protection One, Inc. (“Holdings”), the Subsidiary Guarantors (as defined in the Indenture (defined below)) and Wells Fargo Bank, N.A., a national banking association, as trustee (in such capacity, the “Trustee”) have entered into an Indenture dated as of April 2, 2007 (as it may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Indenture”), pursuant to which POAMI has authorized the issuance of its 12% Senior Secured Notes due 2011 (as such notes may hereafter be amended, amended and restated, supplemented or otherwise modified from time to time, the “Notes”);

WHEREAS, pursuant to the Indenture, each Debtor (other than the Company) has unconditionally and irrevocably guaranteed, jointly and severally, to each holder of the Notes (the “Holders”) and to the Trustee and its successors and assigns the full and punctual payment and performance of the Guaranteed Obligations (as defined in the Indenture);

WHEREAS, pursuant to the Indenture, each Debtor is entering into this Agreement in order to grant to the Collateral Trustee for the ratable benefit of the Holders, the Collateral Trustee and the Trustee (collectively, the “Secured Parties”) a security interest in the Collateral (as defined below); and

WHEREAS, the Notes will be issued in reliance on each Debtor’s execution and delivery of this Agreement to the Collateral Trustee;

NOW, THEREFORE, in consideration of premises and mutual covenants contained in the Indenture and for other good valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Debtor hereby agrees with the Collateral Trustee, for the benefit of the Secured Parties, as follows:

1.             Definitions. When used herein: (a) the terms Account, Account Debtor, Certificated Security, Chattel Paper, Commercial Tort Claim, Deposit Account, Document, Electronic Chattel Paper, Equipment, Financial Asset, Fixtures, General Intangibles, Goods, Inventory, Instrument, Investment Property, Letter-of-Credit Rights, Money, Payment Intangibles, Proceeds, Security, Security Entitlement, Supporting Obligations and Uncertificated Security have the respective meanings assigned thereto in the UCC (as defined below); (b) capitalized terms which are not otherwise defined have the respective meanings assigned thereto in the Indenture; and (c) the following terms have the following meanings (such definitions to be applicable to both the singular and plural forms of such terms):

Agent means Bear Stearns Corporate Lending Inc. in its capacity as the “Agent” under the Credit Agreement, together with any successors and permitted assigns.

Collateral shall have the meaning assigned to such term in Section 2.

Computer Hardware means, with respect to any Debtor, all of such Debtor’s rights (including rights as licensee and lessee) with respect to computer and other electronic data processing hardware, including all integrated computer systems, central processing units, memory units, display terminals, printers, computer elements, card readers, tape drives, hard and soft disk drives, cables, electrical supply hardware, generators, power equalizers, accessories, peripheral devices and other related computer hardware.

Computer Software means: (i) all software programs designed for use on Computer Hardware, including all operating system software, utilities and application programs in whatsoever form (source code and object code in magnetic tape, disk or hard copy format or any other listings whatsoever); (ii) any firmware associated with any of the foregoing; and (iii) any documentation for Computer Hardware, and for software and firmware described in clauses (i) and (ii) above, including flow charts, logic diagrams, manuals, specifications, training materials, charts and pseudo codes.

Copyright Licenses means any written agreement naming the Company or any Guarantor as licensor or licensee granting any right under any Copyright, including, without limitation, the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright.

Credit Agreement means the Amended and Restated Credit Agreement dated as of April 26, 2006, among Holdings, POAMI, the lenders party thereto, Bear, Stearns & Co. Inc., as sole lead arranger and sole bookrunner, Bear Stearns and Lehman Brothers Inc., as initial joint lead arrangers and initial joint bookrunners, Lehman Commercial Paper Inc., as syndication agent, Harris Nesbitt Financing, Inc., LaSalle Bank, N.A., and U.S. Bank National Association, together as co-documentation agents, and Agent, as the same may be amended, supplemented, amended and restated or otherwise modified from time to time.

Event of Default means the occurrence of any Event of Default under Section 6.01 of the Indenture.

Excluded Assets means (i) the collective reference to any property to the extent that and for as long as such grant of a security interest (A) is prohibited by any Requirement of Law (as defined in the Credit Agreement), (B) requires a filing with or consent from any Governmental Authority (as defined in the Credit Agreement) pursuant to any Requirement of Law that has not been made or obtained, or (C) constitutes a breach or default under or results in the termination of, or requires any consent not obtained under, any lease, license or agreement, except to the extent that such Requirement of Law or provisions of any such lease, license or agreement is ineffective under applicable law or would be ineffective under Sections 9-406, 9-407, 9-408 or 9-409 of the New York UCC to prevent the attachment of the security interest granted hereunder; provided, that the security interest granted hereby (A) shall attach at all times to all Proceeds of such property, (B) shall attach to such property immediately and automatically (without need for any further grant or act) at such time as the condition described in clause (i) ceases to exist and

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(C) to the extent severable shall in any event attach to all rights in respect of such property that are not subject to the condition described in clause (i) and (ii) any Foreign Subsidiary Voting Stock excluded from the definition of “Pledged Collateral” (each as defined in the Pledge Agreement).

Intangible Assets means any contract, General Intangible, Copyright License, Patent License or Trademark License.

Intellectual Property means all past, present and future: (i) trade secrets and other proprietary information; (ii) trademarks, service marks, business names, Internet domain names, designs, logos, trade dress, slogans, indicia and other source and/or business identifiers, and the goodwill of the business relating thereto and all registrations or applications for registrations which have heretofore been or may hereafter be issued thereon throughout the world; (iii) copyrights (including copyrights for computer programs and software) and copyright registrations or applications for registrations which have heretofore been or may hereafter be issued throughout the world and all tangible property embodying the copyrights; (iv) unpatented inventions (whether or not patentable); (v) patent applications and patents; (vi) industrial designs, industrial design applications and registered industrial designs; (vii) license agreements related to any of the foregoing and income therefrom; (viii) books, records, writings, computer tapes or disks, flow diagrams, specification sheets, source codes, object codes and other physical manifestations, embodiments or incorporations of any of the foregoing; (ix) the right to sue for all past, present and future infringements of any of the foregoing; and (x) all common law and other rights throughout the world in and to all of the foregoing.

Loan Documents has the meaning ascribed thereto in the Credit Agreement.

Organizational I.D. Number means, if applicable with respect to any Debtor, the organizational identification number assigned to such Debtor by the applicable governmental unit or agency of the jurisdiction of organization for such Debtor.

Patent License means all agreements, whether written or oral, providing for the grant by or to any Debtor of any right to manufacture, use or sell any invention covered in whole or in part by the Company.

Receivable means any right to a monetary payment for goods which have been sold, leased, licensed, assigned or otherwise disposed of, or for services which have been rendered, whether or not such right is evidenced by an Instrument or Chattel Paper and whether or not it has been earned by performance (including, without limitation, any Account).

Trademark License means any agreement, whether written or oral, providing for the grant by or to any Debtor of any right to use any Trademark.

Type of Organization means, with respect to any Debtor, the legal nature (i.e., kind or type of entity) of such Debtor (e.g., such as a corporation or limited liability company).

UCC means the Uniform Commercial Code as in effect in the State of New York on the date of this Agreement, as may be amended or modified from time to time; provided that, as used

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in Section 7 hereof, “UCC” shall mean the Uniform Commercial Code as in effect from time to time in any applicable jurisdiction.

2.             Grant of Security Interest.  As security for the payment of all Note Obligations, each Debtor hereby grants to the Collateral Trustee for the benefit of the Secured Parties a lien on and security interest in, and right of set-off against, and acknowledges and agrees that the Collateral Trustee has and shall continue to have for the benefit of the Secured Parties, a continuing lien on and security interest in, and right of set-off against, all right, title, and interest, whether now owned or existing or hereafter created, acquired or arising, in and to all of the following property of such Debtor (all being collectively referred to herein as the “Collateral”):

(a)           Accounts;

(b)           Certificated Securities;

(c)           Chattel Paper, including Electronic Chattel Paper;

(d)           Computer Hardware and Computer Software and all rights with respect thereto, including any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing;

(e)           Commercial Tort Claims, as listed in Schedule 2(e) or in the notice to the Collateral Trustee in the form of Attachment 1 to Schedule 2(e);

(f)            Deposit Accounts;

(g)           Documents;

(h)           Financial Assets;

(i)            General Intangibles;

(j)            Goods (including all of its Equipment, Fixtures and Inventory), and all embedded software, accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;

(k)           Instruments;

(l)            Intellectual Property;

(m)          Investment Property;

(n)           Letter-of-Credit Rights;

(o)           Money;

(p)           Security Entitlements;

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(q)           Supporting Obligations;

(r)            Uncertificated Securities;

(s)           To the extent not included in the foregoing, all other personal property of any kind or description;

(t)            Any of the above property of such Debtor and any interest therein, of any kind or description now held by the Collateral Trustee (or a bailee therefor) or at any time hereafter transferred or delivered to, or coming into the possession, custody or control of, the Collateral Trustee (or a bailee therefor), or any agent or affiliate of the Collateral Trustee (or a bailee therefor), whether expressly as collateral security or for any other purpose (whether for safekeeping, custody, collection or otherwise), and all dividends and distributions on or other rights in connection with any such property; and

(u)           All books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoing.

Notwithstanding any other provision of this Agreement, (a) the Collateral shall not include, and this Section 2 shall not grant any security interest in, any property or asset to the extent that, and for so long as, it constitutes an Excluded Asset and (b) in the event that Rule 3-10 or Rule 3-16 of Regulation S-X, promulgated pursuant to the Securities Act, would require the filing with the Commission of separate financial statements of any Subsidiary Guarantor due to such subsidiary’s Capital Stock being pledged as Collateral for the Notes, such Capital Stock shall be automatically deemed to not be part of the Collateral (but only to the extent necessary to not be subject to such requirements), it being understood that, upon any change to the assets of the Debtors or such Subsidiary Guarantor, or any change in such rules that results in such separate financial statements not being required to be filed, such Capital Stock (or any portion thereof) shall be included as part of the Collateral, to the extent such inclusion would not trigger such reporting requirement..

Each Debtor agrees to make all filings necessary, in a form reasonably acceptable to the Collateral Trustee, and to take further action that the Collateral Trustee may reasonably request in order to perfect and continue the perfection of the security interests granted under this agreement.

3.             Warranties.  Each Debtor, jointly and severally, warrants that:  (a) no financing statement other than any which is on file except as may have been filed on behalf of the Collateral Trustee or in connection with Permitted Liens, or other instrument similar in effect, covering all or any part of the Collateral is on file in any public office; (b) such Debtor owns each item of the Collateral granted by it hereunder, free of all Liens whatsoever, other than the security interest hereunder and Permitted Liens,; (c) on the date hereof, such Debtor’s chief executive office and principal place of business are as set forth on Schedule I hereto and, except as set forth on Schedule I, such Debtor has not maintained its chief executive office and principal place of business at any other location at any time during the five years prior to the date of this

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Agreement, and each other location where such Debtor maintains a place of business is also set forth on Schedule I hereto; (d) on the date hereof, such Debtor is the Type of Organization stated on Schedule II hereto and is duly organized, validly existing and in good standing under the laws of the state set forth on Schedule II hereto; (e) except as set forth on Schedule III hereto, such Debtor is not now known and during the five years preceding the date hereof has not previously been known by any trade name; (f) on the date hereof, such Debtor’s true legal name as registered in the jurisdiction in which such Debtor is organized or incorporated, state of organization or incorporation, organizational identification number as designated by the state of its incorporation or organization, are as set forth on Schedule II hereto and, except as set forth on Schedule III hereto, during the five years preceding the date hereof, such Debtor has not been known by any different legal name and nor has such Debtor been the subject of any merger or other corporate or partnership reorganization as applicable; (g) Schedule IV hereto contains a complete listing of all of such Debtor’s material Intellectual Property which is subject to registration statutes on the date hereof; (h) Schedule V hereto contains a complete listing as of the date hereof of all of each Debtor’s Instruments, Investment Property, Letter-of-Credit Rights, Chattel Paper, Documents, to the extent each has an individual value in excess of $50,000, and, solely to the extent such involve claims in excess of $100,000 individually in damages, Commercial Tort Claims; (i) on the date hereof, all Inventory and the Equipment in excess of $50,000 (other than mobile goods and equipment out for repair) are kept at the locations listed on Schedule VI (j) all information with respect to the Collateral and the Account Debtors set forth in any schedule, certificate or other writing at any time heretofore or hereafter furnished by such Debtor to the Collateral Trustee is and will be true and correct in all material respects as of the date furnished; (k) as of the date hereof such Debtor is a corporation, limited liability company or limited partnership, as applicable, duly organized, validly existing and in good standing under the laws of the state of its incorporation or organization; (l) the execution and delivery of this Agreement and the performance by such Debtor of its obligations hereunder are within such Debtor’s powers as a corporation, limited liability company or limited partnership, as applicable, have been duly authorized by all necessary corporate, limited liability company or limited partnership action, as applicable, have received all necessary governmental approval (if any shall be required), and do not and will not contravene or conflict with any provision of law or of the organizational documents of such Debtor or of any agreement, indenture, instrument or other document, or any material judgment, order or decree, which is binding upon such Debtor; (m) this Agreement is a legal, valid and binding obligation of such Debtor, enforceable in accordance with its terms, except that the enforceability of this Agreement may be limited by bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); and (n) such Debtor is in compliance with the requirements of all applicable laws (including the provisions of the Fair Labor Standards Act), rules, regulations and orders of every governmental authority, the non-compliance with which would reasonably be expected to have a material adverse effect on such Debtor’s ability to perform its obligations arising hereunder.

Each Debtor will take all reasonable and necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or group of countries or any political subdivision of any of the foregoing, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material Intellectual Property, including

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filing of applications for renewal, affidavits of use and affidavits of incontestability.  In the event that any material Intellectual Property is infringed, misappropriated or diluted by a third party, such Debtor shall (i) take such actions as such Debtor shall reasonably deem appropriate under the circumstances to protect such Intellectual Property and (ii) if such Intellectual Property is of material economic value, promptly notify the Collateral Trustee after it learns thereof and sue for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution.

4.             Collections, etc.  Until such time as the Collateral Trustee shall notify any Debtor of the revocation of such power and authority as set forth below, such Debtor may grant, in the ordinary course of business, to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of Goods, the sale or lease of which shall have given rise to such Collateral. Until such time during the existence of an Event of Default as the Collateral Trustee shall notify any Debtor of the revocation of such power and authority, such Debtor: (a) may, in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service any of the Inventory normally held by such Debtor for such purpose, use and consume in the ordinary course of its business, any raw materials, work in process or materials normally held by such Debtor for such purpose, and use in the ordinary course of its business (but subject to the terms of the Indenture), the cash proceeds of the Collateral and other money which constitutes the Collateral; and (b) will, at its own expense, use its best reasonable efforts to collect, as and when due, all amounts due under any of the Collateral, including the taking of such action with respect to such collection as the Collateral Trustee may request or, in the absence of such request, as such Debtor may deem advisable in accordance with good business practices.  The Collateral Trustee, however, may, at any time that an Event of Default exists, whether before or after any revocation of such power and authority or the maturity of any of the Note Obligations, subject to the provisions set forth in the Intercreditor Agreement, notify an Account Debtor or other Person obligated on the Collateral to make payment or otherwise render performance to or for the benefit of the Collateral Trustee (or a bailee therefor) and enforce, by suit or otherwise, the obligations of an Account Debtor or other Person obligated on the Collateral and exercise the rights of such Debtor with respect to the obligation of the Account Debtor or other Person obligated on the Collateral to make payment or otherwise render performance to the Debtor, and with respect to any property that secures the obligations of the Account Debtor or other Person obligated on the Collateral. In connection with the exercise of such rights and remedies, the Collateral Trustee may surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Subject to the provisions of the Intercreditor Agreement, upon the request of the Collateral Trustee during the existence of an Event of Default, each Debtor will, at its own expense, immediately notify any or all parties obligated on any of the Collateral to make payment to the Collateral Trustee of any amounts due or to become due thereunder.

Subject to the provisions of the Intercreditor Agreement, upon request by the Collateral Trustee during the existence and continuation of an Event of Default, each Debtor will forthwith upon receipt, transmit and deliver to the Collateral Trustee, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by the Collateral Trustee) which may be received by such Debtor at any time in full or partial payment or otherwise as proceeds of any of the

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Collateral. Except as the Collateral Trustee may otherwise consent in writing, any such items which may be so received by any Debtor will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and for the Collateral Trustee until delivery is made to the Collateral Trustee. Each Debtor will comply with the terms and conditions of any consent given by the Collateral Trustee pursuant to the foregoing sentence.

The Collateral Trustee (or any designee of the Collateral Trustee or any bailee of the Collateral Trustee) is authorized to endorse, in the name of the applicable Debtor, any item, howsoever received by the Collateral Trustee, representing any payment on or other Proceeds of any of the Collateral.

Subject to the provisions of the Intercreditor Agreement, the Collateral Trustee agrees that it will not exercise any rights under this Section 4 unless an Event of Default has occurred and is continuing.

5.             Certificates, Schedules and Reports. Each Debtor will from time to time, as the Collateral Trustee may reasonably request, deliver to the Collateral Trustee (or a bailee therefor) such schedules, certificates and reports respecting all or any of the Collateral at the time subject to the security interest hereunder, and the items or amounts received by such Debtor in full or partial payment of any of the Collateral, as the Collateral Trustee may reasonably request. Any such schedule, certificate or report shall be executed by an authorized officer of such Debtor and shall be in such form and detail as the Collateral Trustee may reasonably specify.

6.             Agreements of the Debtors. Each Debtor: (a) hereby irrevocably authorizes the Collateral Trustee at any time, and from time to time, to file in any jurisdiction, any initial financing statements and amendments thereto that:  (i) indicate the Collateral as all assets of such Debtor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed and (ii) contain any other information required by Article 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed regarding the sufficiency or filing office acceptance of any financing statement or amendment, including (x) whether such Debtor is an organization, the Type of Organization, the Organization ID Number or Federal Employer Identification Number issued to such Debtor and (y) in the case of a financing statement filed as a fixture filing or indicating the Collateral to be extracted collateral, a sufficient description of real property to which the Collateral relates; (b) except upon 15 days’ prior written notice to the Collateral Trustee shall keep all its Inventory at, and will not maintain any place of business at, any location other than its address(es) shown on Schedule I hereto (or any amendment thereto); (c) shall keep its records concerning the Collateral in such a manner as will enable the Collateral Trustee or its designees to readily determine at any time the status of the Collateral; (d) furnish the Collateral Trustee such information concerning such Debtor, the Collateral and the Account Debtors as the Collateral Trustee may from time to time reasonably request; (e) shall permit the Collateral Trustee and its designees, in accordance with the provisions of the Indenture, to inspect such Debtor’s Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and shall, upon prior request of the Collateral Trustee during the existence and continuation of an Event of Default, subject to the provisions set forth in the Intercreditor Agreement, immediately deliver to the

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Collateral Trustee all of such records and papers; (f) shall, if requested by the Agent to take similar action in respect of First Lien Obligations (as defined in the Intercreditor Agreement), stamp on its records concerning the Collateral, and add on all Chattel Paper and Instruments constituting a portion of the Collateral, a notation, in form reasonably satisfactory to the Collateral Trustee, of the security interest of the Collateral Trustee hereunder; (g) except for the sale or lease of Inventory in the ordinary course of its business or as permitted under this Agreement or the Credit Agreement, sales of Equipment valued in excess of $50,000 which is no longer used or useful in its business or which is being replaced by similar Equipment or any other sale of the Collateral permitted under the Indenture, shall not sell, lease, assign, create or permit to exist any Lien on any Collateral, other than Permitted Liens; (h) shall take such actions as are necessary to keep its Goods in good repair and condition (ordinary wear and tear and casualty excepted); (i) shall take all such actions as are necessary to keep its Equipment in good repair and condition and in good working order, ordinary wear and tear excepted; (j) shall, except to the extent otherwise permitted under the Indenture, promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other Goods except as could not reasonably be expected to cause a material adverse effect; (k) shall promptly notify the Collateral Trustee in writing upon acquiring or otherwise obtaining any Collateral after the date hereof consisting of Deposit Accounts, Investment Property, Letter-of-Credit Rights or Electronic Chattel Paper with an individual value in excess of $50,000 not listed on the Schedules hereto and, if requested by the Agent to take similar action in respect of First Lien Obligations (as defined in the Intercreditor Agreement), shall promptly execute such other documents, and do such other acts or things deemed appropriate by the Collateral Trustee to deliver to the Collateral Trustee (or a bailee therefor) control with respect to such Collateral; (l) shall promptly notify the Collateral Trustee in writing upon acquiring or otherwise obtaining any Collateral after the date hereof consisting of Documents or Instruments each valued in excess of $50,000 and, if requested by the Agent to take similar action in respect of First Lien Obligations (as defined in the Intercreditor Agreement) and subject to the terms of the Intercreditor Agreement, shall promptly execute such other documents, and do such other acts or things necessary to deliver to the Collateral Trustee (or a bailee therefor) possession of such Documents which are negotiable and Instruments, and, with respect to nonnegotiable Documents, to have such nonnegotiable Documents issued in the name of the Collateral Trustee (or a bailee therefor); (m) shall promptly notify the Collateral Trustee in writing upon incurring or otherwise obtaining a Commercial Tort Claim against any third party valued in excess of $100,000, and, if requested by the Agent to take similar action in respect of First Lien Obligations (as defined in the Intercreditor Agreement), shall promptly enter into an amendment to this Agreement, and do such other acts or things deemed appropriate by the Collateral Trustee, to give the Collateral Trustee a security interest in such Commercial Tort Claim; (n) shall execute and deliver to the Collateral Trustee (or a bailee therefor) such documents and take other action as reasonably requested by the Collateral Trustee to insure the attachment, perfection and second priority (or, after the Discharge of First Priority Claims (as defined in the Intercreditor Agreement), first priority) of, and the ability of the Collateral Trustee to enforce, free and clear of all Liens and claims and rights of third parties whatsoever (except Permitted Liens), the security interests in any and all of the Collateral including, without limitation, (i) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Collateral

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Trustee to enforce, the security interests in such Collateral, (ii) obtaining governmental and other third party consents and approvals, including, without limitation, any consent of any licensor, lessor or other Person obligated on the Collateral and (iii) taking all actions required by the UCC in effect from time to time or by other law, as applicable in any relevant UCC jurisdiction, or by other law as applicable in any foreign jurisdiction, (o) shall not change its state of incorporation or organization or Type of Organization and will not change its legal name without providing the Collateral Trustee with at least 15 days’ prior written notice; and (p) shall pay and discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all material taxes, assessments and governmental charges or levies imposed upon the Collateral or in respect of income or profits therefrom, as well as all claims of any kind (including, without limitation, claims for labor, materials and supplies) against or with respect to the Collateral except where the failure to do so could not be reasonably expected to have a material adverse effect, except that no such charge need be paid if the amount or validity thereof is currently being contested in good faith by appropriate proceedings, reserves in conformity with GAAP with respect thereto have been provided on the books of such Debtor and such proceedings could not reasonably expected to result in the sale, forfeiture or loss of any material portion of the Collateral or any interest therein.

In addition, each Debtor shall maintain, and cause each of its Subsidiaries to maintain, insurance covering its properties and assets against loss or damage by fire and against such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, workers’ compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable insurers, including self-insurance to the extent customary. If requested by the Agent to take similar action in respect of First Lien Obligations (as defined in the Intercreditor Agreement), each Debtor shall deliver to the Collateral Trustee (x) on the Closing Date and annually thereafter an original certificate of insurance signed by such Debtor’s independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and the other Collateral Documents, and (y) from time to time upon the prior request of the Collateral Trustee a summary schedule indicating all insurance then in force with respect to such Debtor. Each Debtor shall deliver to the Collateral Trustee copies of such policies of insurance containing special endorsements (to the extent provided to the Agent in the cases of clauses (iii), (iv), (v), (vi), (viii) and (ix)), which shall (i) specify the Collateral Trustee as an additional insured, mortgagee and lender loss payee as its interests may appear, with the understanding that any obligation imposed upon the insured (including the liability to pay premiums) shall be the sole obligation of the applicable Debtor and not that of the Collateral Trustee and (ii) provide that no cancellation of such policies for any reason (including non-payment of premium) nor any change therein shall be effective until at least thirty (30) days (or ten (10) days in the case of non-payment of premiums) after receipt by the Collateral Trustee of written notice of such cancellation or change. The Company shall notify the Collateral Trustee of receipt of (i) any written notice from the Agent of an “Event of Default” under any of the Loan Documents or a written notice of demand for payment given to any Debtor, and (ii) any written notice sent by the Agent to any Debtor stating such party’s intention to exercise any material enforcement rights or remedies against such Debtor, including written notice pertaining to any foreclosure on all or any material part of the Collateral or other judicial

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or non-judicial remedy in respect thereof, and any legal process served or filed in connection therewith.

Any reasonable expenses incurred in protecting, preserving or maintaining any Collateral shall be borne by the Debtors. Whenever an Event of Default shall be existing, subject to the provisions set forth in the Intercreditor Agreement, the Collateral Trustee shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Debtor shall, if requested by the Agent to take similar action in respect of First Lien Obligations (as defined in the Intercreditor Agreement), do any and all lawful acts and execute any and all proper documents required by the Collateral Trustee in aid of such enforcement, and such Debtor shall promptly, upon written demand, reimburse and indemnify the Collateral Trustee for all reasonable out-of-pocket expenses incurred by the Collateral Trustee in the exercise of its rights under this Section 6. Notwithstanding the foregoing, subject to Section 10 hereof, the Collateral Trustee shall have no obligation or liability regarding the Collateral by reason of, or arising out of, this Agreement.

7.             Default and Remedies upon an Event of Default.

(a)           If an Event of Default shall have occurred and be continuing, the Collateral Trustee may, subject to the provisions set forth in the Intercreditor Agreement, exercise (or cause its sub-agents to exercise) any or all of the remedies available to it under this Agreement.

(b)           Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, the Collateral Trustee may, subject to the provisions set forth in the Intercreditor Agreement, exercise, on behalf of the Secured Parties, all the rights of a secured party under the UCC (whether or not in effect in the jurisdiction where such rights are exercised) with respect to any Collateral and, in addition, the Collateral Trustee may, subject to the provisions set forth in the Intercreditor Agreement, sell, lease, license or otherwise dispose of the Collateral or any part thereof. Any required notice of any such sale or other disposition shall be given to the relevant Debtors as required in Section 10 hereof.

8.             Application of Proceeds.

  At such intervals as may be agreed upon by the Company and the Collateral Trustee, or, if an Event of Default shall have occurred and be continuing, at any time at the Collateral Trustee’s election, the Collateral Trustee shall apply all or any part of Proceeds constituting the Collateral, whether or not held in any Collateral Account, in payment of the Note Obligations in the order of application provided for in accordance with the provisions of the Indenture, subject to the Intercreditor Agreement.

9.             Authority to Administer Collateral.  Subject to the terms of the Intercreditor Agreement, each Debtor irrevocably appoints the Collateral Trustee its true and lawful attorney with full power of substitution, in the name of such Debtor, for the sole use and benefit of the Secured Parties, but at Debtors’ expense, to the extent permitted by law, to exercise, at any time and from time to time while an Event of Default shall have occurred and be continuing, subject

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to the provisions set forth in the Intercreditor Agreement, all or any of the following powers with respect to all or any of such Debtor’s Collateral:

(a)           to demand, sue for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof;

(b)           to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto;

(c)           to sell, lease, license or otherwise dispose of the same or the Proceeds thereof, as fully and effectually as if the Collateral Trustee were the absolute owner thereof, and

(d)           to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto;

provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Trustee will give the relevant Debtor ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made, and such Debtor hereby agrees that such notice shall be deemed reasonable.

10.           Limitation on Duty in Respect of Collateral. Beyond the exercise of reasonable care in the custody and preservation thereof, the Collateral Trustee will have no duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Collateral Trustee will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by the Collateral Trustee in good faith or by reason of any act or omission by the Collateral Trustee, except to the extent that such liability arises from the Collateral Trustee’s gross negligence or willful misconduct.

To the extent that applicable law imposes duties on the Collateral Trustee to exercise remedies in a commercially reasonable manner, each Debtor acknowledges and agrees that it is not commercially unreasonable for the Collateral Trustee: (a) to fail to incur expenses deemed significant by the Collateral Trustee to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not Collateral is of a specialized

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nature, (f) to contact other Persons, whether or not in the same business as such Debtor, for expressions of interest in acquiring all or any portion of Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, including, without limitation, any warranties of title, (k) to purchase insurance or credit enhancements to insure the Collateral Trustee against risks of loss, collection or disposition of Collateral, or to provide to the Collateral Trustee a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by the Collateral Trustee, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Collateral Trustee in the collection or disposition of any of Collateral. Each Debtor acknowledges that the purpose of this Section 10 is to provide non-exhaustive indications of what actions or omissions by the Collateral Trustee would not be commercially unreasonable in the Collateral Trustee’s exercise of remedies against Collateral and that other actions or omissions by the Collateral Trustee shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 10. Without limitation upon the foregoing, nothing contained in this Section 10 shall be construed to grant any right to any Debtor or to impose any duties on the Collateral Trustee that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section 10.

11.           General.

(a)           All notices, requests, demands, directions and other communications (as used in this Section 11, collectively referred to as “notices”) given to or made upon any party hereto under the provisions of this Agreement shall be in writing (including facsimile communication) unless otherwise expressly permitted hereunder and shall be delivered or sent by facsimile or via nationally-recognized overnight courier, by hand or U.S. mail to the respective parties at the addresses and numbers set forth under their respective names on Schedule I hereof (for the Debtors), at the address set forth in the Indenture (for the Collateral Trustee) or in accordance with any subsequent unrevoked written direction from any party to the others delivered pursuant to the requirements of this Section 11(a). All notices shall, except as otherwise expressly herein provided, be effective: (a) in the case of facsimile, when received, (b) in the case of hand-delivered notice, when hand-delivered, (c) in the case of telephonic notice, when telephoned, provided however, that in order to be effective, telephonic notices must be confirmed in writing no later than the next Business Day by letter or facsimile, (d) if given by mail, four days after such communication is deposited in the mail with first-class postage prepaid, return receipt requested, and (d) if given by any other means (including by air courier), when delivered; provided, that any notices to the Collateral Trustee shall not be effective until received.

(b)           Each of the Debtors agrees to pay all reasonable out-of-pocket expenses, including reasonable attorney’s fees and charges (but not including time charges of attorneys who are employees of the Collateral Trustee) paid or incurred by the Collateral Trustee in endeavoring to collect the Note Obligations of such Debtor, or any part thereof, and in enforcing this Agreement against such Debtor, and such obligations will themselves be Note Obligations.

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(c)           No delay on the part of the Collateral Trustee in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise by the Collateral Trustee of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy.

(d)           This Agreement shall remain in full force and effect until all Note Obligations (other than contingent indemnification obligations not yet due and payable) have been paid in full. If at any time all or any part of any payment theretofor applied by the Collateral Trustee to any of the Note Obligations is or must be rescinded or returned by the Secured Parties for any reason whatsoever (including the insolvency, bankruptcy or reorganization of any Debtor), such Note Obligations shall, for the purposes of this Agreement, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence, notwithstanding such application by the Collateral Trustee, and this Agreement shall continue to be effective or be reinstated, as the case may be, as to such Note Obligations, all as though such application by the Collateral Trustee had not been made.

(e)           This Agreement shall be construed in accordance with and governed by the laws of the State of New York applicable to contracts made and to be performed entirely within such State. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

(f)            The rights and privileges of the Collateral Trustee hereunder shall inure to the benefit of its successors and permitted assigns.

(g)           This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. Each Subsidiary of the Company that is required to become a party to this Agreement pursuant to the Indenture shall become a Debtor for all purposes of this Agreement upon execution and delivery to the Collateral Trustee by such Subsidiary of a counterpart of this Agreement together with supplements to the Schedules hereto setting forth all relevant information with respect to such party as of the date of such delivery. Immediately upon such execution and delivery (and without any further action), each such Subsidiary will become a party to, and will be bound by all the terms of, this Agreement.

(h)           ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (“RELATED PROCEEDINGS”) MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, OR THE COURTS OF THE STATE OF NEW YORK IN EACH CASE LOCATED IN THE CITY OF NEW YORK (COLLECTIVELY, THE “SPECIFIED COURTS”), AND EACH PARTY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY

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MAIL (TO THE EXTENT ALLOWED UNDER ANY APPLICABLE STATUTE OR RULE OF COURT) TO SUCH PARTY’S ADDRESS SET FORTH ABOVE SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING IN THE SPECIFIED COURTS AND IRREVOCABLY AND UNCONDITIONALLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(i)            Each Debtor hereby acknowledges that:

(a)           it has been advised by counsel in the negotiation, execution and delivery of this Agreement, the other Collateral Documents, the Indenture and the Notes;

(b)neither the Collateral Trustee nor any Secured Party has any fiduciary relationship with or duty to any Debtor arising out of or in connection with this Agreement, the other Collateral Documents, the Indenture or Notes, and the relationship between the Debtors, on the one hand, and the Collateral Trustee and the Secured Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor.

(j)            This Agreement, the other Collateral Documents, the Indenture and the Notes represent the agreement of the Debtors, the Collateral Trustee and the Secured Parties with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Collateral Trustee or any Secured Party relative to subject matter hereof and thereof not expressly set forth or referred to herein, in the Indenture or in the Notes.

(k)           None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with the Indenture and the Intercreditor Agreement.

(l)            If either (i) the Notes Guarantee is released as to any Debtor pursuant to the Indenture or (ii) at such time as the Note Obligations (other than contingent indemnification obligations) have been paid in full, the Collateral of such Debtor shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of such Debtor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party (other than as set forth in the Indenture), and all rights to such Collateral shall revert to such Debtor, and the Collateral Trustee, at the request and sole expense of such Debtor, shall execute and deliver to such Debtor all releases or other documents reasonably requested by such Debtor or its designee for the release of the Liens created hereby on such Collateral.

(m)          In connection with its appointment and acting hereunder, the Collateral Trustee is entitled to all rights, privileges, protections, immunities, benefits and indemnities provided to the Collateral Trustee under the Indenture. All such indemnities shall survive the

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termination of this Agreement or the Indenture, and the resignation or removal of the Collateral Trustee.

(n)           Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Trustee pursuant to this Agreement and the exercise of any right or remedy by the Collateral Trustee hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and year first above written.

DEBTORS:
PROTECTION ONE, INC. a Delaware corporation
By:	/s/ J. Eric Griffin
Name:		J. Eric Griffin
Title:		Vice President & Secretary
PROTECTION ONE ALARM MONITORING, INC.
a Delaware corporation
By:	/s/ J. Eric Griffin
Name:		J. Eric Griffin
Title:		Vice President & Secretary
NETWORK MULTIFAMILY SECURITY CORPORATION
a Delaware corporation
By:	/s/ J. Eric Griffin
Name:		J. Eric Griffin
Title:		Vice President & Secretary
SECURITY MONITORING SERVICES, INC. a Florida corporation
By:	/s/ J. Eric Griffin
Name:		J. Eric Griffin
Title:		Vice President & Secretary
PROTECTION ONE ALARM MONITORING OF MASS, INC.
a Massachusetts corporation
By:	/s/ J. Eric Griffin
Name:		J. Eric Griffin
Title:		Vice President & Secretary

PROTECTION ONE SYSTEMS, INC. a Delaware corporation
By:	/s/ J. Eric Griffin
Name:		J. Eric Griffin
Title:		Vice President & Secretary

Remainder of page intentionally left blank

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INTEGRATED ALARM SERVICES GROUP, INC., a Delaware corporation
By:	/s/ J. Eric Griffin
Name:		J. Eric Griffin
Title:		Vice President & Secretary
INTEGRATED ALARM SERVICES, INC., a Delaware Corporation
By:	/s/ J. Eric Griffin
Name:		J. Eric Griffin
Title:		Vice President & Secretary
AMERICAN HOME SECURITY, INC., a Nevada Corporation
By:	/s/ J. Eric Griffin
Name:		J. Eric Griffin
Title:		Vice President & Secretary

Remainder of page intentionally left blank

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CRITICOM INTERNATIONAL CORPORATION, a New Jersey Corporation
By:	/s/ J. Eric Griffin
Name:		J. Eric Griffin
Title:		Vice President & Secretary
MONITAL SIGNAL CORPORATION, a New Jersey Corporation
By:	/s/ J. Eric Griffin
Name:		J. Eric Griffin
Title:		Vice President & Secretary
EVEREST VIDEO SYSTEMS, L.L.C., a Delaware Limited Liability Company
By:	/s/ J. Eric Griffin
Name:		J. Eric Griffin
Title:		Vice President & Secretary
NATIONAL ALARM COMPUTER CENTER INC., a Delaware Corporation
By:	/s/ J. Eric Griffin
Name:		J. Eric Griffin
Title:		Vice President & Secretary

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WELLS FARGO BANK, N.A., as Collateral Trustee
By:	/s/ Joseph P. O’Donnell
Name:		Joseph P. O’Donnell
Title:		Vice President

Signature Page to Notes Security Agreement

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EX-10.3

Exhibit 10.3

PLEDGE AGREEMENT

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”).

WHEREAS, Protection One Alarm Monitoring, Inc. (“POAMI”), Protection One, Inc., the Subsidiary Guarantors (as defined in the Indenture (defined below)) and Wells Fargo Bank, N.A., a national banking association, as trustee (in such capacity, the “Trustee”) have entered into an Indenture dated as of April 2, 2007 (as it may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Indenture”), pursuant to which POAMI has authorized the issuance of its 12% Senior Secured Notes due 2011 (as such notes may hereafter be amended, amended and restated, supplemented or otherwise modified from time to time, the “Notes”);

WHEREAS, pursuant to the Indenture, each Pledgor is entering into this Agreement in order to grant to the Collateral Trustee for the ratable benefit of the holders of the Notes, the Collateral Trustee and the Trustee (collectively, the “Secured Parties”) a second priority security interest in the Pledged Collateral (as defined below);

WHEREAS, the Notes will be issued in reliance on each Pledgor’s execution and delivery of this Agreement to the Collateral Trustee; and

WHEREAS, each Pledgor owns the outstanding membership interests, partnership interests and shares of capital stock in each of the entities set forth on Schedule A hereto.

NOW, THEREFORE, intending to be legally bound hereby, the parties hereto agree as follows:

1.             Defined Terms.

(a)           Except as otherwise expressly provided herein, capitalized terms used in this Agreement shall have the respective meanings assigned to them in the Indenture. Where applicable, and except as otherwise expressly provided herein, terms used herein (whether or not capitalized) shall have the respective meanings assigned to them in the Uniform Commercial Code as from in effect from  time to time in the State of New York (the “Code”).

(b)           “Capital Stock” means, with respect to any Person, any and all shares,  interests, participations or other equivalents (however designated, whether  voting or non-voting) in equity of such Person, including, without limitation,  all common stock and preferred stock.

(c)           “Foreign Subsidiary Voting Stock” means the Voting Stock of any Foreign Subsidiary.

(d)           “Foreign Subsidiary” means any Subsidiary of Parent Guarantor organized under the  laws of any jurisdiction outside the United States of America.

(e)           “Voting Stock” means, with respect to any Person, Capital Stock of any  class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person.

(f)            “Pledged Collateral” shall mean and include the following: all shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the capital stock of any Person at any time issued or granted to or owned, held or acquired by any Pledgor and set forth on Schedule A, provided that, not more than 65% of the total outstanding Foreign Subsidiary Voting Stock of any first-tier Foreign Subsidiary shall be required to be, or be deemed, pledged under the Collateral Documents.

2.             Grant of Security Interests.

Each Pledgor, to secure on a second priority basis the full and prompt payment and performance of all Note Obligations, hereby grants to the Collateral Trustee for the ratable benefit of the Secured Parties a security interest in all of such Pledgor’s now existing and hereafter acquired and/or arising right, title and interest in, to and under the Pledged Collateral owned by such Pledgor, whether now or hereafter existing and wherever located; provided, however, that in the event that Rule 3-10 or Rule 3-16 of Regulation S-X, promulgated pursuant to the Securities Act, would require the filing with the Commission of separate financial statements of any Subsidiary Guarantor due to such subsidiary’s Capital Stock being pledged as Pledged Collateral for the Notes, such Capital Stock shall be automatically deemed to not be part of the Pledged Collateral (but only to the extent necessary to not be subject to such requirements), it being understood that, upon any change to the assets of the Pledgors or such Subsidiary Guarantor, or any change in such rules that results in such separate financial statements not being required to be filed, such Capital Stock (or any portion thereof) shall be included as part of the Pledged Collateral, to the extent such inclusion would not trigger such reporting requirement.  Each Pledgor agrees to make filings necessary, in form reasonably acceptable to the Collateral Trustee, and to take such further action that the Collateral Trustee may reasonably request in order to perfect and continue perfected the security interests granted under this agreement.

3.             Further Assurances

 Prior to or concurrently with the execution of this Agreement, and thereafter at any time and from time to time upon reasonable request of the Collateral Trustee, each Pledgor shall deliver to the Collateral Trustee all financing statements, continuation statements and termination statements reasonably  requested by the Collateral Trustee, and shall execute and deliver all assignments, certificates and documents of title, affidavits, reports, notices,  schedules of account, letters of authority, further pledges and all other documents (collectively, the “Transfer Documents”) which the Collateral Trustee may reasonably request, in form reasonably satisfactory to the Collateral Trustee, and take such other action which the Collateral Trustee may reasonably request, to perfect and continue perfected and to create and maintain the second priority status (or, after the Discharge of the First Lien Obligations (as defined in the Intercreditor Agreement), the first priority status) of the Collateral Trustee’s security interest in the Pledged Collateral and to fully consummate the transactions contemplated under  this Agreement, the other Collateral Documents, the Intercreditor Agreement, the Indenture and the

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Notes. Upon the occurrence  and during the continuation of an Event of Default, subject to the provisions set forth in the Intercreditor Agreement, each Pledgor irrevocably makes, constitutes and appoints the Collateral Trustee (and any of Collateral Trustee’s officers or employees or agents designated by Collateral Trustee) as such Pledgor’s true and lawful attorney with power to sign the name of Pledgor on all or any of the Transfer Documents which the Collateral Trustee determines must be executed, filed, recorded or sent in order to perfect or continue perfected the Collateral Trustee’s security interest in the Pledged Collateral, in accordance with the Intercreditor Agreement. Such power, being coupled with an interest, is irrevocable until the security interest of the Collateral Trustee in the Pledged Collateral is released pursuant to this Agreement and the other Collateral Documents.

4.             Representations and Warranties.

Each Pledgor hereby represents and warrants to the Collateral Trustee as follows:

(a)           Such Pledgor has, and will continue to have (or, in the case of  after-acquired Pledged Collateral, at the time it acquires rights in such Pledged Collateral, will have), title to the Pledged Collateral, free and clear  of all Liens except Liens created under this Agreement and Permitted Liens;

(b)           The membership interests, partnership interests and capital stock constituting the Pledged Collateral have been duly authorized and validly issued to such Pledgor (as set forth on Schedule A hereto);

(c)           The security interests in the Pledged Collateral granted hereunder and the delivery to and possession by the Collateral Trustee thereof (or a bailee therefor) will create security interests that are valid and perfected;

(d)           Subject to the provisions of the Intercreditor Agreement, on the date hereof and except as otherwise permitted under this Agreement, there are no restrictions upon the pledge of the Pledged Collateral and each Pledgor has the power and authority and right to pledge the Pledged Collateral;

(e)           On the date hereof, there are no actions, suits, or proceedings pending or, to its actual knowledge, threatened against or affecting any Pledgor with respect to the Pledged Collateral, at law or in equity or before or by any governmental authority, and no Pledgor is in default with respect to any judgment, writ, injunction, decree, rule or regulation which could adversely affect its performance hereunder; and

(f)            The address of each Pledgor’s principal place of business on the date hereof is as set forth in the Security Agreement.

5.             General Covenants.

Each Pledgor hereby covenants and agrees as follows:

(a)           Each Pledgor shall do all acts that may be necessary and appropriate to maintain, preserve and protect the Pledged Collateral.

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(b)           Each Pledgor shall, to the extent it deems necessary in its reasonable business judgement, appear in and defend any action or proceeding of which it is aware which could reasonably be expected to affect its title to, or the Collateral Trustee’s interest in, any material Pledged Collateral and the proceeds thereof; provided, however, that it may settle such actions or proceedings with respect to the Pledged Collateral with the consent of Collateral Trustee.

(c)           Each Pledgor shall keep records of the Pledged Collateral which are accurate and complete in all material respects.

(d)           Each Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any state, federal or local authority on any of the Pledged Collateral, except where the failure to do so could not be reasonably expected to have a material adverse effect.

(e)           Each Pledgor shall permit the Collateral Trustee, its officers, employees and agents, during regular business hours, to inspect all books and records of such Pledgor related to the Pledged Collateral, provided that upon and during the continuance of an Event of Default, such inspections and visits shall not be confined to regular business hours.

(f)            During the term of this Agreement, each Pledgor shall not sell, assign, transfer or otherwise dispose of the Pledged Collateral, except as permitted by the Indenture.

6.             Other Rights With Respect to Pledged Collateral.

In addition to the other rights with respect to the Pledged Collateral granted to the Collateral Trustee hereunder, at any time and from time to time, after an Event of Default has occurred and is continuing, the Collateral Trustee, at its option and at the expense of  the Pledgors, subject to the provisions set forth in the Intercreditor Agreement: (a) may transfer into its own name, or into the name of its nominee, all or any part of the Pledged Collateral, thereafter receiving all dividends, income or other distributions upon the Pledged Collateral; (b) may take control of  and manage all or any of the Pledged Collateral; (c) shall apply to the payment of any of the Note Obligations, to the extent any may be due and payable, any moneys, including cash dividends and income from any Pledged Collateral, now or  hereafter in the hands of the Collateral Trustee (or a bailee therefor), on deposit or otherwise, belonging to any Pledgor, as the Collateral Trustee, in its sole discretion, shall determine; and (d) may take any action related to the  protection of the Pledged Collateral which such Pledgor is required but fails to do hereunder.

7.             Additional Remedies Upon Event of Default.

Upon the occurrence and during the continuation of any Event of Default, subject to the provisions set forth in the Intercreditor Agreement, the Collateral Trustee shall have, in addition to all rights and remedies of the Collateral Trustee under the Code or other applicable law, and in addition to its rights under Section 6 above and under the other Collateral Documents, the following rights and remedies:

(a)           Subject to the provisions set forth in the Intercreditor Agreement, the Collateral Trustee may, after ten days’ advance notice to each Pledgor, sell, assign, give an option or options to purchase or otherwise dispose of the Pledged Collateral, or any part thereof

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at public or private sale in accordance with securities laws, at any of the Collateral Trustee’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Trustee may deem commercially reasonable. Each Pledgor agrees that ten days’ advance notice of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Trustee shall not be obligated to make any sale of the Pledged Collateral regardless of notice of sale having been given. The Collateral Trustee may adjourn any public or private sale from time to time by  announcement at the time and place fixed therefor, and such sale may, without  further notice, be made at the time and place to which it was so adjourned. Each Pledgor recognizes that the Collateral Trustee may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted group of  purchasers who will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof.

The proceeds of any collection, sale or other disposition of the Pledged Collateral, or any part thereof, shall, after the Collateral Trustee has made all deductions of expenses, including, but not limited to, reasonable attorneys’ fees and other out-of-pocket expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of the Collateral Trustee’s rights with respect to the Pledged Collateral in any insolvency, bankruptcy or reorganization proceedings, be applied against the Note Obligations, to the extent such are then due and payable in the manner set forth in the Indenture and the Security Agreement.

8.             Collateral Trustee’s Duties.

The powers conferred on the Collateral Trustee hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody and preservation of any Pledged Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Trustee shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral.

9.             No Waiver; Cumulative Remedies.

No failure to exercise, and no delay in exercising, on the part of the Collateral Trustee, any right, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or  privilege hereunder preclude any further exercise thereof or the exercise of any  other right, power or privilege. The remedies herein provided are cumulative and not exclusive of any remedies provided under the other Collateral Documents or the Indenture or by applicable Law or in any other written instrument or  agreement relating to the Note Obligations or any security therefor. Each Pledgor waives any right to require the Collateral Trustee to proceed against any other Person or to exhaust any of the Pledged Collateral or other security for the Note Obligations or to pursue any remedy in the Collateral Trustee’s power.

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10.          Assignment.

All rights of Collateral Trustee under this Agreement shall inure to the benefit of its successors and permitted assigns. All obligations of the Pledgors shall bind its successors; provided, however, no Pledgor may assign or transfer any of its  rights and obligations hereunder or any interest herein.

11.          Severability.

Any provision of this Agreement which shall be held invalid or unenforceable shall be ineffective without invalidating the remaining provisions hereof.

12.          Governing Law.

This Agreement shall be construed in accordance with and governed by the internal laws of the State of New York, except to the extent the validity or perfection of the security interests or the remedies hereunder in respect of any Pledged Collateral are governed by the law of a jurisdiction other than the State of New York.

13           Notices.

All notices, requests, demands, directions and other communications (as used in this Section 13, collectively referred to as “notices”) given to or made upon any party hereto under the provisions of this Agreement shall be in writing (including facsimile communication), unless otherwise expressly permitted hereunder, and shall be delivered or sent by facsimile or via nationally-recognized overnight courier, by hand or U.S. mail to the respective parties at the addresses and numbers set forth under their respective names provided in the Indenture or in accordance with any subsequent unrevoked written direction from any party to the other parties and delivered pursuant to the requirements of this Section 13. All notices shall, except as otherwise expressly herein provided, be effective: (a) in the case of facsimile, when  received, (b) in the case of hand-delivered notice, when hand-delivered, (c) if given by mail, four days after such communication is deposited in the mail with  first-class postage prepaid, return receipt requested, and (d) if given by any other means (including by air courier), when delivered.

14.          Specific Performance.

Each Pledgor acknowledges and agrees that, in addition to the other rights of the Collateral Trustee hereunder and under the other Collateral Documents and the Indenture, because the Collateral Trustee’s remedies at law for failure of such Pledgor to comply with the provisions hereof relating to Collateral Trustee’s rights: (a) to inspect the books and records related to the Pledged Collateral, (b) to receive the various notifications such Pledgor is required to deliver hereunder, (c) to obtain copies of agreements and documents as provided herein with respect to the Pledged Collateral, (d) to enforce the provisions hereof pursuant to which such Pledgor has appointed Collateral Trustee its attorney-in-fact, and (e) to enforce Collateral Trustee’s remedies hereunder, would be inadequate and that any such failure would not be adequately compensable in damages, such Pledgor agrees that each such provision  hereof may be specifically enforced, subject to the provisions set forth in the Intercreditor Agreement.

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15           Voting Rights and Rights to Receive Dividends or Distributions in Respect of the Pledged Collateral.

This Agreement is given as security to secure performance of the Note Obligations. So long as no Event of Default shall occur and be continuing under the Indenture and the Collateral Trustee has not given notice to the Pledgors of its intent to exercise its rights hereunder:

(a)           Each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement, the other Collateral Documents, the Indenture or the Intercreditor Agreement; provided, however, that such Pledgor will not exercise or will refrain from exercising any such right, as the case may be, if such action would have a material adverse effect on the grant of a security interest in the Pledged Collateral; and

(b)           Each Pledgor shall be entitled to receive cash dividends or other distributions in the ordinary course made in respect of the Pledged Collateral, to the extent permitted to be paid pursuant to the Indenture and the Intercreditor Agreement, so long as no Event of Default shall occur and be  continuing.

16.          Entire Agreement; Amendments.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements relating to a grant of a security interest in the Pledged Collateral by each Pledgor. This Agreement may not be amended or supplemented except by a writing signed by the Collateral Trustee and each Pledgor and except in accordance with the Indenture and the Intercreditor Agreement.

17.          Reconveyance.

The Collateral Trustee’s right, title and interest hereunder with respect to the Pledged Collateral shall terminate and be discharged upon payment in full of the Note Obligations (other than contingent indemnification obligations not yet due and payable) and the Collateral Trustee shall, upon such termination and discharge and at the request and sole expense of each Pledgor, take such action and execute and deliver, such documents and instruments necessary to terminate, release and discharge this Agreement and the security interest created hereby, and to reconvey the Pledged Collateral to such Pledgor.

18.          Counterparts.

This Agreement may be executed in any number of counterparts, and by different  parties hereto in separate counterparts, each of which when so executed shall be deemed an original and all of which taken together shall constitute but one and  the same agreement.

19.          Descriptive Headings.

The descriptive headings which are used in this Agreement are for the convenience of the parties only and shall not affect the meaning of any provision of this Agreement.

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20           Intercreditor Agreement.

Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Trustee pursuant to this Agreement and the exercise of  any right or remedy by the Collateral Trustee hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control.

[SIGNATURE PAGE FOLLOWS]

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SIGNATURE PAGE - PLEDGE AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed with the intention that it constitutes a sealed instrument as of the date first above written.

PROTECTION ONE, INC. a Delaware corporation
By:	/s/ J. Eric Griffin
Name:		J. Eric Griffin
Title:		Vice President & Secretary
PROTECTION ONE ALARM MONITORING, INC. a Delaware corporation
By:	/s/ J. Eric Griffin
Name:		J. Eric Griffin
Title:		Vice President & Secretary
NETWORK MULTI-FAMILY SECURITY CORPORATION
a Delaware corporation
By:	/s/ J. Eric Griffin
Name:		J. Eric Griffin
Title:		Vice President & Secretary
SECURITY MONITORING SERVICES, INC. a Florida corporation
By:	/s/ J. Eric Griffin
Name:		J. Eric Griffin
Title:		Vice President & Secretary
PROTECTION ONE ALARM MONITORING OF MASS, INC.
a Massachusetts corporation
By:	/s/ J. Eric Griffin
Name:		J. Eric Griffin
Title:		Vice President & Secretary

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PROTECTION ONE SYSTEMS, INC. a Delaware corporation
By:	/s/ J. Eric Griffin
Name:		J. Eric Griffin
Title:		Vice President & Secretary

Remainder of page intentionally left blank

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INTEGRATED ALARM SERVICES GROUP, INC.,
a Delaware corporation
By:	/s/ J. Eric Griffin
Name:		J. Eric Griffin
Title:		Vice President & Secretary
INTEGRATED ALARM SERVICES, INC.,
a Delaware Corporation
By:	/s/ J. Eric Griffin
Name:		J. Eric Griffin
Title:		Vice President & Secretary
AMERICAN HOME SECURITY, INC.,
a Nevada Corporation
By:	/s/ J. Eric Griffin
Name:		J. Eric Griffin
Title:		Vice President & Secretary

Remainder of page intentionally left blank

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CRITICOM INTERNATIONAL CORPORATION,
a New Jersey Corporation
By:	/s/ J. Eric Griffin
Name:		J. Eric Griffin
Title:		Vice President & Secretary
MONITAL SIGNAL CORPORATION, a New Jersey Corporation
By:	/s/ J. Eric Griffin
Name:		J. Eric Griffin
Title:		Vice President & Secretary
EVEREST VIDEO SYSTEMS, L.L.C., a Delaware Limited Liability Company
By:	/s/ J. Eric Griffin
Name:		J. Eric Griffin
Title:		Vice President & Secretary
NATIONAL ALARM COMPUTER CENTER INC.,
a Delaware Corporation
By:	/s/ J. Eric Griffin
Name:		J. Eric Griffin
Title:		Vice President & Secretary

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WELLS FARGO BANK, N.A., as Collateral Trustee
By:	s/ Joseph P. O’Donnell
Name:		Joseph P. O’Donnell
Title:		Vice President

Signature Page to Notes Security Agreement

13

EX-10.4

Exhibit 10.4

EXECUTION

INTERCREDITOR AGREEMENT

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.

RECITALS

The Company, Holdings, the lenders and agents party thereto, BEAR, STEARNS & CO. INC. (“Bear Stearns”), as sole lead arranger and sole bookrunner, Bear Stearns and LEHMAN BROTHERS INC. (“Lehman Brothers”), as initial joint lead arrangers and initial joint bookrunners, and BSCL, as First Lien Agent, entered into that certain Amended and Restated Credit Agreement, dated as of April 26, 2006, providing for a revolving credit facility and term loan (as amended by that certain Amendment to Amended and Restated Credit Agreement, dated as of the date hereof, among the Company, Holdings, the lenders and agents party thereto, Bear Stearns, Lehman Brothers and BSCL, and as further amended, restated, supplemented, modified, replaced or refinanced from time to time, the “First Lien Credit Agreement”);

The Company, Holdings, the lenders and agents party thereto, and Wells Fargo Bank, N.A., as Second Lien Trustee, have entered into that certain Indenture, dated as of the date hereof, providing for 12% second lien notes (as amended, restated, supplemented, modified, replaced or refinanced from time to time, the “Second Lien Indenture”);

Pursuant to (i) that certain First Lien Guarantee, dated as of April 18, 2005, Holdings guaranteed the First Lien Obligations (the “First Lien Holdings Guarantee”) and each domestic subsidiary of the Company (such domestic subsidiaries of the Company, the “Original Subsidiary Guarantors”) guaranteed the First Lien Obligations (the “First Lien Original Subsidiary Guarantee”), (ii) that certain Assumption Agreement, dated as of the date hereof, Integrated Alarm Services Group Inc. (“IASG”), and each domestic subsidiary of IASG (the “IASG Entities” and, together with the Original Subsidiary Guarantors, the “Subsidiary Guarantors”) have agreed to guarantee the First Lien Obligations (the “First Lien IASG Guarantee” and, together with the First Lien Original Subsidiary Guarantee, the “First Lien Subsidiary Guarantee”), and (iii) that certain Second Lien Guarantee dated as of the date hereof, Holdings has agreed to guarantee the Second Lien Obligations (the “Second Lien Holdings Guarantee”) and the Subsidiary Guarantors have agreed to guarantee the Second Lien Obligations (the “Second Lien Subsidiary Guarantee”);

The obligations of the Company under the First Lien Credit Agreement and any Specified Hedge Agreements with any Qualified Counterparty, the obligations of Holdings under the First Lien Holdings Guarantee and the obligations of each of the Subsidiary Guarantors under its First Lien Subsidiary Guarantee are secured on a first priority basis by liens on substantially all the assets of the Company, Holdings and the Subsidiary Guarantors, respectively, pursuant to the terms of the First Lien Collateral Documents;

The obligations of the Company under the Second Lien Indenture, the obligations of Holdings under the Second Lien Holdings Guarantee and the obligations of each of the Subsidiary Guarantors under its Second Lien Subsidiary Guarantee will be secured on a second priority basis by liens on substantially all the assets of the Company, Holdings and the Subsidiary Guarantors, respectively, pursuant to the terms of the Second Lien Collateral Documents;

The First Lien Loan Documents and the Second Lien Documents provide, among other things, that the parties thereto shall set forth in this Agreement their respective rights and remedies with respect to the Collateral; and

In order to induce the First Lien Agent and the First Lien Claimholders to consent to the Grantors incurring the Second Lien Obligations, the Second Lien Trustee on behalf of the Second Lien Claimholders has agreed to the intercreditor and other provisions set forth in this Agreement.

AGREEMENT

In consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

SECTION 1.  Definitions.

1.1          Defined Terms.  As used in this Agreement, the following terms shall have the following meanings:

“Affiliate” shall mean, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person.  For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“Agreement” shall mean this Intercreditor Agreement, as amended, restated, renewed, extended, supplemented or otherwise modified from time to time.

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“Bankruptcy Code” shall mean Title 11 of the United States Code entitled “Bank­ruptcy,” as now and hereafter in effect, or any successor statute.

“Bankruptcy Law” shall mean the Bankruptcy Code and any similar federal, state or foreign law for the relief of debtors.

“Bear Stearns” shall have the meaning set forth in the Recitals to this Agreement.

“BSCL” shall have the meaning set forth in the Preamble to this Agreement.

“Business Day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close.

“Cap Amount” shall have the meaning set forth in the definition of “First Lien Obligation.”

“Collateral” shall mean all property of the Grantors, now owned or hereafter acquired, constituting both First Lien Collateral and Second Lien Collateral.

“Company” shall have the meaning set forth in the Recitals to this Agreement.

“Comparable Second Lien Collateral Document” shall mean, in relation to any Collateral subject to any Lien created under any First Lien Collateral Document, the Second Lien Document which creates a Lien on the same Collateral, granted by the same Grantor.

“DIP Financing” shall have the meaning set forth in Section 6.1.

“Discharge of First Lien Obligations” shall mean, except to the extent otherwise expressly provided in Section 5.5:

(a)           payment in full in cash of the principal of and interest (including interest accruing on or after the commencement of any Insolvency or Liquidation Proceeding, whether or not such interest would be an allowed claim in such Insolvency or Liquidation Proceeding), on all Indebtedness outstanding under the First Lien Loan Documents and constituting First Lien Obligations;

(b)           payment in full in cash of all other First Lien Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid;

(c)           termination or expiration of all commitments, if any, of all First Lien Lenders to extend credit that would constitute First Lien Obligations; and

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(d)           termination, back-stopping or cash collateralization (in an amount equal to 102% of the aggregate face amount) of all letters of credit issued under the First Lien Loan Documents and constituting First Lien Obligations.

“Disposition” shall have the meaning set forth in Section 5.1(a)(2).

“Exigent Circumstances” shall mean (a) the commencement of an Insolvency or Liquidation Proceeding by or against any or all of the Grantors, (b) the acceleration (other than by the First Lien Claimholders) of Indebtedness of a Grantor having an aggregate principal amount of at least $15,000,000, (c) an exercise by any Person (other than the First Lien Claimholders) of enforcement rights or remedies with respect to any Collateral or (d) any other event or circumstance that the First Lien Agent or the other First Lien Claimholders believes, in its or their sole discretion, could materially and imminently threaten its or their ability to realize upon Collateral, including fraudulent removal, concealment or abscondment thereof, or destruction or material waste thereof.

“First Lien Agent”  shall have the meaning set forth in the Preamble to this Agreement.

“First Lien Claimholders” shall mean, at any relevant time, the holders of First Lien Obligations at that time, including the First Lien Lenders, the First Lien Agent and the other agents under the First Lien Loan Documents and the First Lien Qualified Counterparties.

“First Lien Collateral” shall mean all property of the Grantors, now owned or hereafter acquired, upon which a Lien is purported to be created by any First Lien Collateral Document.

“First Lien Collateral Documents” shall mean the Collateral Documents (as defined in the First Lien Credit Agreement) and any other agreement, document or instrument pursuant to which a Lien is granted securing any First Lien Obligations or under which such Lien is perfected or rights or remedies with respect to such Liens are governed.

“First Lien Credit Agreement” shall have the meaning set forth in the Recitals to this Agreement.

“First Lien Holdings Guarantee” shall have the meaning set forth in the Recitals to this Agreement.

“First Lien IASG Guarantee” shall have the meaning set forth in the Recitals to this Agreement.

“First Lien Lenders” shall mean the “Lenders” under and as defined in the First Lien Loan Documents.

“First Lien Loan Documents” shall mean the First Lien Credit Agreement and the other Loan Documents (as defined in the First Lien Credit Agreement) and each of the other agreements, documents and instruments providing for or evidencing any other

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First Lien Obligation, and any other document or instrument executed or delivered at any time in connection with any First Lien Obligations, including any intercreditor or joinder agreement among holders of First Lien Obligations, in each case as each may be amended, replaced, restated, supplemented, modified, renewed or extended from time to time in accordance with the provisions of this Agreement.

“First Lien Mortgages” shall mean a collective reference to each mortgage, deed of trust and other document or instrument under which any Lien on real property owned by any Grantor is granted to secure any First Lien Obligations or under which rights or remedies with respect to any such Liens are governed.

“First Lien Obligations” shall mean, subject to the next sentence, all Obligations outstanding under the First Lien Credit Agreement and the other First Lien Loan Documents, including:

(a)           Specified Hedge Agreements entered into with any First Lien Qualified Counterparties; plus

(b)           other additional Obligations designated by the Company and the First Lien Agent as “Obligations” under the First Lien Loan Documents.  “First Lien Obligations” shall include all interest accrued or accruing (or which would, absent commencement of an Insolvency or Liquidation Proceeding, accrue) after commencement of an Insolvency or Liquidation Proceeding in accordance with the rate specified in the relevant First Lien Loan Document whether or not the claim for such interest is allowed as a claim in such Insolvency or Liquidation Proceeding.  To the extent any payment with respect to the First Lien Obligations (whether by or on behalf of any Grantor, as proceeds of security, enforcement of any right of set off or otherwise) is declared to be fraudulent or preferential in any respect, set aside or required to be paid to a debtor in possession, trustee, receiver or similar person, then the obligation or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.

Notwithstanding the foregoing, unless otherwise agreed to by the Second Lien Claimholders whose consent is so required under the Second Lien Documents, if the sum of: (1) Indebtedness constituting principal outstanding under the First Lien Credit Agreement and the other First Lien Documents; plus (2) the aggregate face amount of any letters of credit issued but not reimbursed under the First Lien Credit Agreement, is in excess of $375,000,000 in the aggregate (the “Cap Amount”), then only that portion of such Indebtedness and such aggregate face amount of letters of credit equal to the Cap Amount shall be included in First Lien Obligations and interest and reimbursement obligations with respect to such Indebtedness and letters of credit shall only constitute First Lien Obligations to the extent related to Indebtedness and face amounts of letters of credit included in the First Lien Obligations.

“First Lien Obligations Amount” shall have the meaning set forth in Section 5.1(e).

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“First Lien Original Subsidiary Guarantee” shall have the meaning set forth in the Recitals to this Agreement.

“First Lien Subsidiary Guarantee” shall have the meaning set forth in the Recitals to this Agreement.

“Governmental Authority” shall mean any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization (including the National Association of Insurance Commissioners).

“Grantors” shall mean the Company, Holdings, each of the Subsidiary Guarantors and each other Person that has or may from time to time hereafter execute and deliver a First Lien Collateral Document or a Second Lien Collateral Document as a
“grantor” or “pledgor” (or the equivalent thereof).

“Hedge Agreements”shall mean any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock, option or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Company or the Subsidiaries shall be a Hedge Agreement.

“Holdings” shall have the meaning set forth in the Recitals to this Agreement.

“IASG” shall have the meaning set forth in the Recitals to this Agreement.

“IASG Entities” shall have the meaning set forth in the Recitals to this Agreement.

“Indebtedness” shall mean and includes all Obligations that constitute “Indebtedness” within the meaning of the First Lien Credit Agreement or the Second Lien Indenture, as applicable.

“Insolvency or Liquidation Proceeding” shall mean:

(a)           any voluntary or involuntary case or proceeding under the Bankruptcy Code with respect to any Grantor;

(b)           any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any Grantor or with respect to a material portion of any Grantor’s assets;

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(c)           any liquidation, dissolution, reorganization or winding up of any Grantor whether voluntary or involuntary and whether or not involving insolvency or bankruptcy; or

(d)           any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Grantor.

“Lehman Brothers” shall have the meaning set forth in the Recitals to this Agreement.

“Lien” shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement with respect to property of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).

“Lien Enforcement Action” shall have the meaning set forth in Section 3.1(a).

“New Agent” shall have the meaning set forth in Section 5.5.

“New First Lien Debt Notice” shall have the meaning set forth in Section 5.5.

“Obligations” shall mean all obligations of every nature of each Grantor from time to time owed to any agent or trustee, the First Lien Claimholders, the Second Lien Claimholders or any of them or their respective Affiliates under the First Lien Loan Documents, the Second Lien Documents or Specified Hedge Agreements, whether for principal, interest or payments for early termination of Specified Hedge Agreements, reimbursement obligations, fees, expenses, indemnification or otherwise and all guarantees of any of the foregoing.

“Option Event” shall mean (a) the acceleration of the maturity of the First Lien Obligations or (b) the taking of action by the First Lien Claimholders to sell or foreclose upon all or substantially all of the Collateral.

“Original Subsidiary Guarantors” shall have the meaning set forth in the Recitals to this Agreement.

“Person” shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“Pledged Collateral” shall have the meaning set forth in Section 5.4.

“Qualified Counterparty” shall mean, with respect to any Specified Hedge Agreement, any counterparty thereto that, at the time such Specified Hedge Agreement was

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entered into, was a First Lien Lender, an Agent under and as defined in the First Lien Credit Agreement or an Affiliate of a First Lien Lender or such an Agent.

“Recovery” shall have the meaning set forth in Section 6.5.

“Refinance” shall mean, in respect of any Indebtedness, to refinance, extend, renew, defease, amend, modify, supplement, restructure, replace, refund or repay, or to issue other Indebtedness, in exchange or replacement for, such Indebtedness in whole or in part.  “Refinanced” and “Refinancing” shall have correlative meanings.

“Second Lien Claimholders” shall mean, at any relevant time, the holders of Second Lien Obligations at that time, including the Second Lien Holders, the Second Lien Trustee and any other agents under the Second Lien Documents and the Second Lien Qualified Counterparties.

“Second Lien Collateral” shall mean all property of the Grantors, now owned or hereafter acquired, upon which a Lien is purported to be created by any Second Lien Collateral Document.

“Second Lien Collateral Documents” shall mean the Collateral Documents (as defined in the Second Lien Indenture) and any other agreement, document or instrument pursuant to which a Lien is granted securing any Second Lien Obligations or under which such Lien is perfected or rights or remedies with respect to such Liens are governed.

“Second Lien Documents” shall mean the Second Lien Indenture and the other Second Priority Documents (as defined in the Second Lien Indenture) and each of the other agreements, documents and instruments providing for or evidencing any other Second Lien Obligation, and any other document or instrument executed or delivered at any time in connection with any Second Lien Obligations, including any intercreditor or joinder agreement among holders of Second Lien Obligations to the extent such are effective at the relevant time, as each may be amended, replaced, restated, supplemented, modified, renewed or extended from time to time in accordance with the provisions of this Agreement.

“Second Lien Holders” shall mean the “Holders” under and as defined in the Second Lien Indenture.

“Second Lien Holdings Guarantee” shall have the meaning set forth in the Recitals to this Agreement.

“Second Lien Indenture” shall have the meaning set forth in the Recitals to this Agreement.

“Second Lien Mortgages” shall mean a collective reference to each mortgage, deed of trust and any other document or instrument under which any Lien on real property owned by any Grantor is granted to secure any Second Lien Obligations or under which rights or remedies with respect to any such Liens are governed.

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“Second Lien Obligations” shall mean all Obligations outstanding under the Second Lien Indenture and the other Second Lien Documents.  “Second Lien Obligations” shall include all interest accrued or accruing (or which would, absent commencement of an Insolvency or Liquidation Proceeding, accrue) after commencement of an Insolvency or Liquidation Proceeding in accordance with the rate specified in the relevant Second Lien Document whether or not the claim for such interest is allowed as a claim in such Insolvency or Liquidation Proceeding.  To the extent any payment with respect to the Second Lien Obligations (whether by or on behalf of any Grantor, as proceeds of security, enforcement of any right of set off or otherwise) is declared to be fraudulent or preferential in any respect, set aside or required to be paid to a debtor in possession, trustee, receiver or similar person, then the obligation or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.

“Second Lien Obligations Amount” shall have the meaning set forth in Section 5.1(e).

“Second Lien Subsidiary Guarantee” shall have the meaning set forth in the Recitals to this Agreement.

“Second Lien Trustee”  shall have the meaning set forth in the Preamble to this Agreement.

“Specified Hedge Agreement”  shall mean any Hedge Agreement (a) entered into by (i) the Company or any of its Subsidiaries and (ii) any Qualified Counterparty and (b) that has been designated by such Qualified Counterparty and the Company, by notice to the First Lien Agent, as a Specified Hedge Agreement.

“Standstill Period” shall have the meaning set forth in Section 3.1.

“Subsidiary” shall mean, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person.  Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of Holdings.

“Subsidiary Guarantors” shall have the meaning set forth in the Recitals to this Agreement.

“UCC” shall mean the Uniform Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.

1.2          Terms Generally.  The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined.  Whenever the context

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may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”  The word “will” shall be construed to have the same meaning and effect as the word “shall.”  Unless the context requires otherwise:

(a)           any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, replaced, restated, supplemented, modified, renewed or extended;

(b)           any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns;

(c)           the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof;

(d)           all references herein to Sections shall be construed to refer to Sections of this Agreement; and

(e)           the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

SECTION 2.  Lien Priorities.

2.1          Relative Priorities.  Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Second Lien Obligations granted on the Collateral or of any Liens securing the First Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any other applicable law or the Second Lien Documents or any defect or deficiencies in, or failure to perfect, the Liens securing the First Lien Obligations or any other circumstance whatsoever, the Second Lien Trustee, on behalf of itself and the Second Lien Claimholders, hereby agrees that:

(a)           any Lien on the Collateral securing any First Lien Obligations now or hereafter held by or on behalf of the First Lien Agent or any First Lien Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Collateral securing any Second Lien Obligations;

(b)           any Lien on the Collateral securing any Second Lien Obligations now or hereafter held by or on behalf of the Second Lien Trustee, any Second Lien Claimholders or any agent or trustee therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Collateral securing any First Lien Obligations; and

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(c)           all Liens on the Collateral securing any First Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

2.2          Prohibition on Contesting Liens.  Each of the Second Lien Trustee, for itself and on behalf of each Second Lien Claimholder, and the First Lien Agent, for itself and on behalf of each First Lien Claimholder, agrees that it will not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the priority, perfection, validity or enforceability of a Lien held by or on behalf of any of the First Lien Claimholders in the First Lien Collateral or by or on behalf of any of the Second Lien Claimholders in the Second Lien Collateral, as the case may be, or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of the First Lien Agent or any First Lien Claimholder to enforce this Agreement, including the provisions of this Agreement relating to the priority of the Liens securing the First Lien Obligations as provided in Sections 2.1 and 3.1.

2.3          No New Liens.  So long as the Discharge of First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the parties hereto agree that the Company shall not, and shall not permit any other Grantor to:

(a)           grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the First Lien Obligations which shall be senior to the Lien securing the Second Lien Obligations as provided in Section 2.1; or

(b)           grant or permit any additional Liens on any asset or property to secure any First Lien Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the Second Lien Obligations which shall be junior to the Lien securing the First Lien Obligations as provided in Section 2.1.  To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the First Lien Agent and/or the First Lien Claimholders, the Second Lien Trustee, on behalf of Second Lien Claimholders, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2.

2.4          Similar Liens and Agreements.  The parties hereto agree that it is their intention that the First Lien Collateral and the Second Lien Collateral be identical.  In furtherance of the foregoing and of Section 8.9, the parties hereto agree, subject to the other provisions of this Agreement:

(a)           upon request by the First Lien Agent or the Second Lien Trustee, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Collateral and the

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Second Lien Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Loan Documents and the Second Lien Documents; and

(b)           that the documents and agreements creating or evidencing the First Lien Collateral and the Second Lien Collateral and guarantees for the First Lien Obligations and the Second Lien Obligations, subject to Section 5.3(d), shall be in all material respects the same forms of documents other than with respect to the first lien and the second lien nature of the Obligations thereunder.

SECTION 3.  Enforcement.

3.1          Exercise of Remedies.

(a)           Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the Second Lien Trustee and the Second Lien Claimholders:

(i)            will not exercise or seek to exercise any rights or remedies with respect to any Collateral or take possession of, sell or otherwise realize (judicially or non judicially) upon any of the Collateral (including, without limitation, through the notification of account debtors or the exercise of any right of setoff or any right under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Second Lien Trustee or any Second Lien Claimholder is a party) or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure) (any such action taken after the occurrence of and during the continuance of an Event of Default under the First Lien Loan Documents or the Second Lien Documents, as applicable, a “Lien Enforcement Action”); provided, however, that the Second Lien Trustee may take any or all Lien Enforcement Actions after a period of at least 180 days has elapsed since the later of: (i) the date on which the Second Lien Trustee declared the existence of any Event of Default (as defined in the Second Lien Indenture) under any Second Lien Documents and demanded the repayment of all the principal amount of any Second Lien Obligations; and (ii) the date on which the First Lien Agent received notice from the Second Lien Trustee of such declaration of an Event of Default, (the “Standstill Period”); provided, further, however, that notwithstanding anything herein to the contrary, in no event shall the Second Lien Trustee or any Second Lien Claimholder take any Lien Enforcement Action if, notwithstanding the expiration of the Standstill Period, the First Lien Agent or First Lien Claimholders shall have commenced and be diligently pursuing the exercise of their rights or remedies with respect to all or any material portion of the Collateral (prompt notice of such exercise to be given to the Second Lien Trustee);

(ii)           will not contest, protest or object to any foreclosure proceeding or action brought by the First Lien Agent or any First Lien Claimholder

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or any other exercise by the First Lien Agent or any First Lien Claimholder of any rights and remedies relating to the Collateral under the First Lien Loan Documents or otherwise; and

(iii)          subject to their rights under clause (a)(i) above, will not object to the forbearance by the First Lien Agent or the First Lien Claimholders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral

in the case of each of clause (i), (ii) and (iii) above, so long as the Liens granted to secure the Second Lien Obligations of the Second Lien Claimholders attach to the proceeds thereof subject to the relative priorities described in Section 2.

(b)           Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, subject to Section 3.1(a), the First Lien Agent and the First Lien Claimholders shall have the exclusive right to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and, subject to Section 5.1, to make determinations regarding the release of, disposition of, or restrictions with respect to the Collateral without any consultation with or the consent of the Second Lien Trustee or any Second Lien Claimholder.  The First Lien Agent shall provide at least ten (10) Business Days notice to the Second Lien Trustee of its intent to exercise and enforce its rights or remedies with respect to the Collateral.  In exercising rights and remedies with respect to the Collateral, the First Lien Agent and the First Lien Claimholders may enforce the provisions of the First Lien Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion.  Such exercise and enforcement shall include the rights of an agent appointed by the First Lien Agent or the First Lien Claimholders to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction.

(c)           Notwithstanding the foregoing, the Second Lien Trustee and any Second Lien Claimholder may:

(i)            file a claim or statement of interest with respect to the Second Lien Obligations if an Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor;

(ii)           take any action (not adverse to the priority status of the Liens on the Collateral securing the First Lien Obligations, or the rights of any First Lien Agent or First Lien Claimholder to exercise remedies in respect thereof) in order to create, perfect, preserve or protect its Lien on the Collateral;

(iii)          file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the

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Second Lien Claimholders, including any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement;

(iv)          vote on any plan of reorganization, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Second Lien Obligations and the Collateral; and

(v)           exercise any Lien Enforcement Action with respect to the Collateral after the termination of the Standstill Period to the extent permitted by Section 3.1(a)(i).

The Second Lien Trustee, on behalf of itself and the Second Lien Claimholders, agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any Lien Enforcement Action in its capacity as a creditor, unless and until the Discharge of First Lien Obligations has occurred or as otherwise expressly permitted in Section 3.1(a)(i).  Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Obligations has occurred, or as otherwise expressly permitted in Sections 3.1(a), 6.3(b) and this Section 3.1(c), the sole right of the Second Lien Trustee and the Second Lien Claimholders with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Lien Obligations has occurred.

(d)           Subject to Sections 3.1(a) and (c) and Section 6.3(b):

(i)            the Second Lien Trustee, for itself and on behalf of the Second Lien Claimholders, agrees that the Second Lien Trustee and the Second Lien Claimholders will not take any action that would hinder any exercise of remedies under the First Lien Loan Documents or is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise;

(ii)           the Second Lien Trustee, for itself and on behalf of the Second Lien Claimholders, hereby waives any and all rights it or the Second Lien Claimholders may have as a junior lien creditor or otherwise to object to the manner in which the First Lien Agent or the First Lien Claimholders seek to enforce or collect the First Lien Obligations or the Liens securing the First Lien Obligations granted in any of the First Lien Collateral undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of the First Lien Agent or First Lien Claimholders is adverse to the interest of the Second Lien Claimholders; and

(iii)          the Second Lien Trustee hereby acknowledges and agrees that no covenant, agreement or restriction contained in the Second Lien Collateral Documents or any other Second Lien Document (other than this Agreement) shall be effective to restrict or deemed to restrict in any way the rights

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and remedies of the First Lien Agent or the First Lien Claimholders with respect to the Collateral as set forth in this Agreement and the First Lien Loan Documents.

(e)           Except as specifically set forth in Sections 3.1(a) and (d), the Second Lien Trustee and the Second Lien Claimholders may exercise rights and remedies as unsecured creditors against the Company or any other Grantor that has guaranteed or granted or purported to grant Liens to secure the Second Lien Obligations in accordance with the terms of the Second Lien Documents and applicable law; provided that in the event that any Second Lien Claimholder becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Second Lien Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First Lien Obligations) as the other Liens securing the Second Lien Obligations are subject to this Agreement.

(f)            Except as specifically set forth in Sections 3.1(a) and (d), nothing in this Agreement shall prohibit the receipt by the Second Lien Trustee or any Second Lien Claimholders of the required payments of interest, principal and other amounts owed in respect of the Second Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by the Second Lien Trustee or any Second Lien Claimholders of rights or remedies as a secured creditor (including set-off) or enforcement in contravention of this Agreement of any Lien held by any of them.  Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First Lien Agent or the First Lien Claimholders may have with respect to the First Lien Collateral.

SECTION 4.  Payments.

4.1          Application of Proceeds.  So long as the Discharge of First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, all Collateral or proceeds thereof received in connection with the sale or other disposition of, or collection or realization on, such Collateral upon the exercise of any Lien Enforcement Action by the First Lien Agent or First Lien Claimholders, shall be applied first by the First Lien Agent to the First Lien Obligations in such order as specified in the relevant First Lien Loan Documents.  Upon the Discharge of First Lien Obligations, any remaining Collateral or proceeds thereof shall be delivered to the Second Lien Trustee in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct to be applied by the Second Lien Trustee to the Second Lien Obligations in such order as specified in the Second Lien Collateral Documents.

4.2          Payments Over.  So long as the Discharge of First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, any Collateral or proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3) received by the Second Lien Trustee or any Second Lien Claimholders in connection with the exercise of any Lien Enforcement Action (including set-off) relating to the Collateral in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the First Lien Agent for the benefit of the First Lien Claimholders in

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the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct.  The First Lien Agent is hereby authorized to make any such endorsements as agent for the Second Lien Trustee or any such Second Lien Claimholders.  This authorization is coupled with an interest and is irrevocable until the Discharge of First Lien Obligations.

SECTION 5.  Other Agreements.

5.1          Releases.               (a)  If in connection with the exercise of any Lien Enforcement Action by the First Lien Agent provided for in Section 3.1, the First Lien Agent, for itself or on behalf of any of the First Lien Claimholders, releases any of its Liens on any part of the Collateral or releases Holdings or any Subsidiary Guarantor from its obligations under its guarantee of the First Lien Obligations, then the Liens, if any, of the Second Lien Trustee, for itself or for the benefit of the Second Lien Claimholders, on such Collateral, and the obligations of Holdings or such Subsidiary Guarantor, as the case may be, under its guarantee of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released without any action on the part of the Second Lien Trustee or any Second Lien Claimholder; provided that the Lien securing the Second Lien Obligations shall remain on the proceeds of such Collateral released or disposed of.  The Second Lien Trustee, for itself or on behalf of any such Second Lien Claimholders, promptly shall execute and deliver to the First Lien Agent or such Subsidiary Guarantor such termination statements, releases and other documents as the First Lien Agent, Holdings or such Subsidiary Guarantor may request to effectively confirm such release.

(b)           If in connection with any sale, lease, exchange, transfer or other disposition of any Collateral (collectively, a “Disposition”) permitted under the terms of both the First Lien Loan Documents and the Second Lien Documents (other than in connection with the exercise of Lien Enforcement Actions by the First Lien Agent in respect of the Collateral), the First Lien Agent, for itself or on behalf of any of the First Lien Claimholders, releases any of its Liens on any part of the Collateral, or releases Holdings or any Subsidiary Guarantor from its obligations under its guarantee of the First Lien Obligations, in each case other than (A) in connection with the Discharge of First Lien Obligations or (B) after the occurrence and during the continuance of any Event of Default under the Second Lien Indenture, then the Liens, if any, of the Second Lien Trustee, for itself or for the benefit of the Second Lien Claimholders, on such Collateral, and the obligations of Holdings or such Subsidiary Guarantor, as the case may be, under its guarantee of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released without any action on the part of the Second Lien Trustee or any Second Lien Claimholder.  The Second Lien Trustee, for itself or on behalf of any such Second Lien Claimholders, promptly shall execute and deliver to the First Lien Agent or such Subsidiary Guarantor such termination statements, releases and other documents as the First Lien Agent, Holdings or such Subsidiary Guarantor may request to effectively confirm such release.

(c)           Until the Discharge of First Lien Obligations occurs, the Second Lien Trustee, for itself and on behalf of the Second Lien Claimholders, hereby irrevocably constitutes and appoints the First Lien Agent and any officer or agent of the First Lien

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Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Second Lien Trustee or such holder or in the First Lien Agent’s own name, from time to time in the First Lien Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Section 5.1, including any endorsements or other instruments of transfer or release.

(d)           Until the Discharge of First Lien Obligations occurs, to the extent that the First Lien Agent or the First Lien Claimholders (i) have released any Lien on Collateral or Holdings or any Subsidiary Guarantor from its obligation under its guarantee and any such Liens or guarantee are later reinstated or (ii) obtain any new Liens or additional guarantees from Holdings or any Subsidiary Guarantor, then the Second Lien Trustee, for itself and for the Second Lien Claimholders, shall be granted a Lien on any such Collateral, subject to the lien subordination provisions of this Agreement, and an additional guarantee, as the case may be.

(e)           In the event that the principal amount of funded First Lien Obligations, plus the aggregate face amount of letters of credit, if any, issued under the First Lien Credit Agreement and not reimbursed, plus the aggregate principal amount of unfunded commitments under the First Lien Credit Agreement (collectively, the “First Lien Obligations Amount”), at any date of determination no longer constitute at least 15% of the sum of (i) the First Lien Obligations Amount and (ii) the principal amount of funded Second Lien Obligations (collectively, the “Second Lien Obligations Amount”), then any agreement provided for in Section 5.1(a) above (except for releases given in connection with a Disposition permitted under the First Lien Loan Documents and the Second Lien Documents) shall require the consent of First Lien Claimholders and Second Lien Claimholders representing in the aggregate more than 50% of the sum of (i) the First Lien Obligations Amount and (ii) the Second Lien Obligations Amount.

5.2          Insurance.  Unless and until the Discharge of First Lien Obligations has occurred and after the occurrence and during the continuance of an Event of Default under the First Lien Loan Documents, subject to the rights of the Grantors under the First Lien Loan Documents, the First Lien Agent and the First Lien Claimholders shall have the sole and exclusive right to adjust settlement for any insurance policy covering the Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding (or any deed in lieu of condemnation) affecting the Collateral.  Unless and until the Discharge of First Lien Obligations has occurred and after the occurrence and during the continuance of an Event of Default under the First Lien Loan Documents, and subject to the rights of the Grantors under the First Lien Loan Documents, all proceeds of any such policy and any such award (or any payments with respect to a deed in lieu of condemnation) if with respect to the Collateral shall be paid to the First Lien Agent for the benefit of the First Lien Claimholders pursuant to the terms of the First Lien Loan Documents (including for purposes of cash collateralization of letters of credit) and thereafter, to the extent no First Lien Obligations are outstanding and after the occurrence and during the continuance of an Event of Default under the Second Lien Documents, and subject to the rights of the Grantors under the Second Lien Documents, to the Second Lien

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Trustee for the benefit of the Second Lien Claimholders to the extent required under the Second Lien Collateral Documents and then, to the extent no Second Lien Obligations are outstanding, to the owner of the subject property, such other Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct.  Until the Discharge of First Lien Obligations has occurred, if the Second Lien Trustee or any Second Lien Claimholders shall, at any time, receive any proceeds of any such insurance policy or any such award or payment in contravention of this Agreement, it shall segregate and hold in trust and promptly pay such proceeds over to the First Lien Agent in accordance with the terms of Section 4.2.

5.3          Amendments to First Lien Loan Documents and Second Lien Documents

(a)           The First Lien Loan Documents may be amended, supplemented or otherwise modified in accordance with their terms and the First Lien Credit Agreement may be Refinanced, in each case, without notice to, or the consent of, the Second Lien Trustee or the Second Lien Claimholders, all without affecting the lien subordination or other provisions of this Agreement; provided, however, that (x) the holders of such Refinancing debt bind themselves in a writing addressed to the Second Lien Trustee (for the benefit of the Second Lien Claimholders) to the terms of this Agreement and (y) any such amendment, supplement, modification or Refinancing shall not:

(i)            contravene the provisions of this Agreement;

(ii)           increase the then outstanding First Lien Obligations Amount in excess of the Cap Amount;

(iii)          increase the “Applicable Margin” or similar component of the interest rate by more than 3.0% per annum (excluding increases (A) resulting from application of the pricing grid set forth in the First Lien Credit Agreement as in effect on the date hereof or (B) resulting from the accrual of interest at the default rate); or

(iv)          extend the scheduled maturity of the First Lien Credit Agreement or any Refinancing thereof beyond the scheduled maturity of the Second Lien Indenture or any Refinancing thereof.

(b)           Without the prior written consent of the First Lien Agent, no Second Lien Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Lien Document, would:

(i)            contravene the provisions of this Agreement;

(ii)           increase the “Applicable Margin” or similar component of the interest rate by more than 3.0% per annum (excluding increases resulting from the accrual of interest at the default rate);

(iii)          change (to earlier dates) any dates upon which payments of principal or interest are due thereon;

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(iv)          change any default or Event of Default thereunder in a manner adverse in any material respect to the First Lien Lenders;

(v)           change the redemption, prepayment or defeasance provisions thereof in a manner adverse in any material respect to the First Lien Lenders; or

(vi)          increase the obligations of the Company or any Grantor thereunder, other than the increase in interest permitted in subclause (ii) above and other than the capitalization of PIK interest, or confer any additional rights on the Second Lien Holders which would be adverse in any material respect to the First Lien Lenders.

The Second Lien Indenture may be Refinanced to the extent the terms and conditions of such Refinancing Indebtedness satisfy the requirements for amendments to the Second Lien Documents set forth in Section 5.3(b) above and do not (x) shorten the maturity or weighted average life to maturity of the principal amount thereof outstanding immediately prior to such Refinancing or (y) change the direct or contingent obligors with respect thereto, provided that the terms of such Refinancing Indebtedness are not materially less advantageous to the First Lien Lenders than those of the Second Lien Indenture and the holders of such Refinancing Indebtedness bind themselves in a writing addressed to the First Lien Agent (for the benefit of the First Lien Claimholders) to the terms of this Agreement.

(c)           The Company agrees that each Second Lien Collateral Document shall include the following language (or language to similar effect approved by the First Lien Agent):

“Notwithstanding anything herein to the contrary, the lien and security interest granted to the Second Lien Trustee pursuant to this Agreement and the exercise of any right or remedy by the Second Lien Trustee hereunder are subject to the provisions of the Intercreditor Agreement, dated as of April 2, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Protection One Alarm Monitoring, Inc., a Delaware corporation (the “Company”), Protection One, Inc. (“Holdings”), Bear Stearns Corporate Lending Inc. (“BSCL”), as First Lien Agent and Wells Fargo Bank, N.A., as Second Lien Trustee and certain other persons party or that may become party thereto from time to time.  In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control.”

In addition, the Company agrees that each Second Lien Mortgage covering any Collateral shall contain such other language as the First Lien Agent may reasonably request to reflect the subordination of such Second Lien Mortgage to the First Lien Collateral Document covering such Collateral.

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(d)           In the event any First Lien Agent or the First Lien Claimholders and the relevant Grantor enter into any amendment, waiver or consent in respect of any of the First Lien Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First Lien Collateral Document or changing in any manner the rights of the First Lien Agent, such First Lien Claimholders, the Company or any other Grantor thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Comparable Second Lien Collateral Document without the consent of the Second Lien Trustee or the Second Lien Claimholders and without any action by the Second Lien Trustee, the Company or any other Grantor, provided, that:

(i)            no such amendment, waiver or consent shall have the effect of:

(A)          removing assets subject to the Lien of the Second Lien Collateral Documents, except to the extent that a release of such Lien is permitted or required by Section 5.1;

(B)           imposing duties on the Second Lien Trustee without its consent;

(C)           permitting other Liens on the Collateral not permitted under the terms of the Second Lien Documents or Section 6; or

(D)          being prejudicial to the interests of the Second Lien Claimholders to a greater extent than the First Lien Claimholders; and

(ii)           notice of such amendment, waiver or consent shall have been given to the Second Lien Trustee within ten Business Days after the effective date of such amendment, waiver or consent.

5.4          Bailee for Perfection.  (a)  The First Lien Agent agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such Collateral being the “Pledged Collateral”) as collateral agent for the First Lien Claimholders and as bailee for the Second Lien Trustee (such bailment being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2) and 9-313(c) of the UCC) and any assignee of the Second Lien Trustee solely for the purpose of perfecting the security interest granted under the First Lien Loan Documents and the Second Lien Documents, respectively, subject to the terms and conditions of this Section 5.4.

(b)           The First Lien Agent shall have no obligation whatsoever to any First Lien Claimholder, the Second Lien Trustee or any Second Lien Claimholder to ensure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.4.  The duties or responsibilities of the First Lien Agent under this Section 5.4 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.4 and delivering

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the Pledged Collateral upon a Discharge of First Lien Obligations as provided in paragraph (d) below.

(c)           The First Lien Agent acting pursuant to this Section 5.4 shall not have by reason of the First Lien Collateral Documents, the Second Lien Collateral Documents, this Agreement or any other document a fiduciary relationship in respect of any First Lien Claimholder, the Second Lien Trustee or any Second Lien Claimholder.

(d)           Upon the Discharge of First Lien Obligations under the First Lien Loan Documents to which the First Lien Agent is a party, the First Lien Agent shall deliver the remaining Pledged Collateral in its possession (if any) together with any necessary endorsements, first, to the Second Lien Trustee if any Second Lien Obligations remain outstanding, and second, to the Company if no First Lien Obligations or Second Lien Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral).  The First Lien Agent further agrees to take all other action reasonably requested by the Second Lien Trustee, at the expense of the Company, in connection with the Second Lien Trustee obtaining a first-priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct.

5.5          When Discharge of First Lien Obligations Deemed to Not Have Occurred.  If, at any time after the Discharge of First Lien Obligations has occurred, the Company thereafter enters into any Refinancing of any First Lien Loan Document evidencing a First Lien Obligation which Refinancing is permitted by the Second Lien Documents, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of First Lien Obligations), and, from and after the date on which the New First Lien Debt Notice (as defined below) is delivered to the Second Lien Trustee in accordance with the next sentence, the obligations under such Refinancing of the First Lien Loan Document shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the First Lien Agent under such First Lien Loan Documents shall be the First Lien Agent for all purposes of this Agreement.  Upon receipt of a notice (the “New First Lien Debt Notice”) stating that the Company has entered into a new First Lien Loan Document (which notice shall include the identity of the new first lien collateral agent, such agent, the “New Agent”), the Second Lien Trustee shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company or such New Agent shall reasonably request in order to provide to the New Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the New Agent any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow the New Agent to obtain control of such Pledged Collateral).  The New Agent shall agree in a writing addressed to the Second Lien Trustee and the Second Lien Claimholders to be bound by the terms of this Agreement.  If the new First Lien Obligations under the new First Lien Loan Documents are secured by assets of the Grantors constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at

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such time by a second priority Lien on such assets to the same extent provided in the Second Lien Collateral Documents and this Agreement.

5.6          Purchase Right.  Without prejudice to the enforcement of the First Lien Claimholders remedies, the First Lien Claimholders agree (a) in the absence of Exigent Circumstances, at least five (5) Business Days before any Option Event or (b) in the case of Exigent Circumstances, such shorter period prior to or following any Option Event as may be dictated by such circumstances in the sole judgment of the First Lien Claimholders (but in any event within five (5) Business Days following such Option Event), the First Lien Claimholders will offer the Second Lien Claimholders the option to purchase the entire aggregate amount of outstanding First Lien Obligations (including unfunded commitments under the First Lien Credit Agreement) at par (without regard to any prepayment penalty or premium), without warranty or representation or recourse, on a pro rata basis across First Lien Claimholders.  The Second Lien Claimholders shall irrevocably accept or reject such offer within fifteen (15) Business Days of the receipt thereof and the parties shall endeavor to close promptly thereafter.  If the Second Lien Claimholders accept such offer, it shall be exercised pursuant to documentation mutually acceptable to each of the First Lien Agent and the Second Lien Trustee.  If the Second Lien Claimholders reject such offer (or do not so irrevocably accept such offer within the required timeframe), the First Lien Claimholders shall have no further obligations pursuant to this Section 5.6 and may take any further actions in their sole discretion in accordance with the First Lien Loan Documents and this Agreement.

SECTION 6.  Insolvency or Liquidation Proceedings.

6.1          Finance and Sale Issues.  Until the Discharge of First Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First Lien Agent shall desire to permit (a) the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code), on which the First Lien Agent or any other creditor has a Lien or (b) the Company or any other Grantor to obtain financing, whether from the First Lien Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Second Lien Trustee, on behalf of itself and the Second Lien Claimholders, agrees that it will raise no objection to such Cash Collateral use or DIP Financing and to the extent the Liens securing the First Lien Obligations are subordinated to or pari passu with such DIP Financing, the Second Lien Trustee will consent to the subordination of its Liens on the Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the First Lien Agent or to the extent permitted by Section 6.3); provided that, the foregoing shall not prevent the Second Lien Claimholders from (i) objecting to any provision in any DIP Financing setting or otherwise determining the terms of a plan of reorganization which must be or may be included in a plan of reorganization under Section 1123 of the Bankruptcy Code; however, this clause (i) shall not apply with respect to such terms to the extent such terms are contemplated under Section 364 of the Bankruptcy Code or (ii) proposing any other DIP Financing to the Company in any Insolvency or Liquidation Proceeding; provided, further that, the aggregate principal amount of the DIP Financing plus the aggregate outstanding

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principal amount of  First Lien Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the First Lien Credit Agreement does not exceed the Cap Amount and the Second Lien Trustee and the Second Lien Claimholders retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interests.  The Second Lien Trustee on behalf of the Second Lien Claimholders, agrees that it will not raise any objection or oppose a motion to sell or otherwise dispose of any Collateral free and clear of its Liens or other claims under Section 363 of the Bankruptcy Code if the requisite First Lien Claimholders have consented to such sale or disposition of such assets, and such motion does not impair the rights of the Second Lien Claimholders under Section 363(k) of the Bankruptcy Code (notwithstanding the above, the Second Lien Trustee, on behalf of the Second Lien Claimholders, may object to or otherwise oppose such motion if such motion impairs in any way the rights of the Second Lien Claimholders under Section 363(k)); provided that, the Cap Amount shall be reduced by an amount equal to the net cash proceeds of such sale or other disposition which are used to pay the principal or face amount of the First Lien Obligations.

6.2          Relief from the Automatic Stay.  Until the Discharge of First Lien Obligations has occurred, the Second Lien Trustee, on behalf of itself and the Second Lien Claimholders, agrees that none of them shall seek (or support any other Person seeking) relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding in respect of the Collateral without the prior written consent of the First Lien Agent, unless a motion for adequate protection permitted under Section 6.3 has been denied by the Bankruptcy Court.

6.3          Adequate Protection.

(a)           The Second Lien Trustee, on behalf of itself and the Second Lien Claimholders, agrees that none of them shall contest (or support any other Person contesting):

(i)            any request by the First Lien Agent or the First Lien Claimholders for adequate protection; or

(ii)           any objection by the First Lien Agent or the First Lien Claimholders to any motion, relief, action or proceeding based on the First Lien Agent or the First Lien Claimholders claiming a lack of adequate protection.

(b)           Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency or Liquidation Proceeding:

(i)            if the First Lien Claimholders (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any Cash Collateral use or DIP Financing, then the Second Lien Trustee, on behalf of itself or any of the Second Lien Claimholders, may seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the Liens securing the First Lien Obligations and such Cash

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Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second Lien Obligations are so subordinated to the First Lien Obligations under this Agreement; and

(ii)           in the event the Second Lien Trustee, on behalf of itself or any of the Second Lien Claimholders, seeks or requests adequate protection in respect of Second Lien Obligations and such adequate protection is granted in the form of additional collateral, then the Second Lien Trustee, on behalf of itself or any of the Second Lien Claimholders, agrees that it will not object to the First Lien Agent being granted a senior Lien on such additional collateral as security for the First Lien Obligations and for any Cash Collateral use or DIP Financing provided by the First Lien Claimholders and that any Lien on such additional collateral securing the Second Lien Obligations shall be subordinated to the Lien on such collateral securing the First Lien Obligations and any such DIP Financing provided by the First Lien Claimholders (and all Obligations relating thereto) and to any other Liens granted to the First Lien Claimholders as adequate protection on the same basis as the other Liens securing the Second Lien Obligations are so subordinated to such First Lien Obligations under this Agreement.  Except as otherwise expressly set forth in Section 6.1 or in connection with the exercise of remedies with respect to the Collateral, nothing herein shall limit the rights of the Second Lien Trustee or the Second Lien Claimholders from seeking adequate protection with respect to their rights in the Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of periodic cash payments, periodic cash payments of interest or otherwise).

6.4          No Waiver.  Subject to Sections 3.1(a) and (d), nothing contained herein shall prohibit or in any way limit the First Lien Agent or any First Lien Claimholder from objecting in any Insolvency or Liquidation Proceeding or otherwise to any action taken by the Second Lien Trustee or any of the Second Lien Claimholders, including the seeking by the Second Lien Trustee or any Second Lien Claimholders of adequate protection or the asserting by the Second Lien Trustee or any Second Lien Claimholders of any of its rights and remedies under the Second Lien Documents or otherwise.

6.5          Avoidance Issues.  If any First Lien Claimholder is required in any Insolvency or Liquidation Proceeding or otherwise to turn over or otherwise pay to the estate of the Company or any other Grantor any amount paid in respect of First Lien Obligations  (a “Recovery”), then such First Lien Claimholders shall be entitled to a reinstatement of First Lien Obligations with respect to all such recovered amounts, and the Discharge of First Lien Obligations shall be deemed not to have occurred for all purposes hereunder.  If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto from such date of reinstatement.

6.6          Reorganization Securities.  If, in any Insolvency or Liquidation Proceeding, debt obligations of the reorganized debtor secured by Liens upon any property of the reorganized debtor are distributed pursuant to a plan of reorganization or similar

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dispositive restructuring plan, both on account of First Lien Obligations and on account of Second Lien Obligations, then, to the extent the debt obligations distributed on account of the First Lien Obligations and on account of the Second Lien Obligations are secured by Liens upon the same property, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations.

6.7          Post-Petition Interest.  (a)  Neither the Second Lien Trustee nor any Second Lien Claimholder shall oppose or seek to challenge any claim by the First Lien Agent or any First Lien Claimholder for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees, costs, charges or expenses to the extent of the value of any First Lien Claimholder’s Lien, without regard to the existence of the Lien of the Second Lien Trustee on behalf of the Second Lien Claimholders on the Collateral.

(b)           Neither the First Lien Agent nor any other First Lien Claimholder shall oppose or seek to challenge any claim by the Second Lien Trustee or any Second Lien Claimholder for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees, costs, charges or expenses to the extent of the value of the Lien of the Second Lien Trustee on behalf of the Second Lien Claimholders on the Collateral (after taking into account the First Lien Collateral).

6.8          Waiver.  The Second Lien Trustee, for itself and on behalf of the Second Lien Claimholders, waives any claim it may hereafter have against any First Lien Claimholder arising out of the election of any First Lien Claimholder of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or out of any Cash Collateral or financing arrangement or out of any grant of a security interest in connection with the Collateral in any Insolvency or Liquidation Proceeding, in each case to the extent any such action is not in contravention of this Agreement.

6.9          Separate Grants of Security and Separate Classification.  The Second Lien Trustee, for itself and on behalf of the Second Lien Claimholders, and the First Lien Agent for itself and on behalf of the First Lien Claimholders, acknowledges and agrees that:  (a) the grants of Liens pursuant to the First Lien Collateral Documents and the Second Lien Collateral Documents constitute two separate and distinct grants of Liens; and (b) because of, among other things, their differing rights in the Collateral, the Second Lien Obligations are fundamentally different from the First Lien Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding.  To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Claimholders and the Second Lien Claimholders in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each of the parties hereto hereby acknowledges and agrees that, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Collateral (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholders), the First Lien Claimholders shall be entitled

25

to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, including any additional interest payable pursuant to the First Lien Credit Agreement, arising from or related to a default, which is disallowed as a claim in any Insolvency or Liquidation Proceeding) before any distribution of Collateral or the proceeds of the Collateral is made in respect of the claims held by the Second Lien Claimholders, with the Second Lien Trustee, for itself and on behalf of the Second Lien Claimholders, hereby acknowledging and agreeing to turn over to the First Lien Agent, for itself and on behalf of the First Lien Claimholders, proceeds of Collateral or the Collateral otherwise received or receivable by them.

SECTION 7.  Reliance; Waivers; Etc.

7.1          Reliance.  Other than any reliance on the terms of this Agreement, the First Lien Agent, on behalf of itself and the First Lien Claimholders, acknowledges that it and such First Lien Claimholders have, independently and without reliance on the Second Lien Trustee or any Second Lien Claimholders, and based on documents and information deemed by them appropriate, made their own credit analysis and decision to enter into such First Lien Loan Documents and be bound by the terms of this Agreement and they will continue to make their own credit decision in taking or not taking any action under the First Lien Loan Documents or this Agreement.  The Second Lien Trustee, on behalf of itself and the Second Lien Claimholders, acknowledges that it and the Second Lien Claimholders have not relied on the First Lien Agent or any First Lien Claimholder or any documentation or information provided by them, in making any credit analysis or decision to enter into the Second Lien Documents and be bound by the terms of this Agreement and they will continue not to rely o the First Lien Agent or any First Lien Claimholder in making credit decisions, if any, and in taking or not taking any action under the Second Lien Documents or this Agreement.

7.2          No Warranties or Liability.  The First Lien Agent, on behalf of itself and the First Lien Claimholders, acknowledges and agrees that the Second Lien Trustee and the Second Lien Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon.  Except as otherwise provided herein, the Second Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate.  Except as otherwise provided herein, the Second Lien Trustee, on behalf of itself and the Second Lien Claimholders, acknowledges and agrees that the First Lien Agent and the First Lien Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the First Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon.  Except as otherwise provided herein, the First Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate.  The Second Lien Trustee

26

and the Second Lien Claimholders shall have no duty to the First Lien Agent or any of the First Lien Claimholders, and the First Lien Agent and the First Lien Claimholders shall have no duty to the Second Lien Trustee or any of the Second Lien Claimholders, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company or any other Grantor (including the First Lien Loan Documents and the Second Lien Documents), regardless of any knowledge thereof which they may have or be charged with.

7.3          No Waiver of Lien Priorities.  (a)  No right of the First Lien Claimholders, the First Lien Agent or any of them to enforce any provision of this Agreement or any First Lien Loan Document shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or any other Grantor or by any act or failure to act by any First Lien Claimholder or the First Lien Agent, or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the First Lien Loan Documents or any of the Second Lien Documents, regardless of any knowledge thereof which the First Lien Agent or the First Lien Claimholders, or any of them, may have or be otherwise charged with.

(b)           Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of the Company and the other Grantors under the First Lien Loan Documents and subject to the provisions of Section 5.3(a)), the First Lien Claimholders, the First Lien Agent and any of them may, at any time and from time to time in accordance with the First Lien Loan Documents and/or applicable law, without the consent of, or notice to, the Second Lien Trustee or any Second Lien Claimholders, without incurring any liabilities to the Second Lien Trustee or any Second Lien Claimholders and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy of the Second Lien Trustee or any Second Lien Claimholders is affected, impaired or extinguished thereby) do any one or more of the following:

(i)            change the manner, place or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase or alter, the terms of any of the First Lien Obligations or any Lien on any First Lien Collateral or guarantee thereof or any liability of the Company or any other Grantor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the First Lien Obligations, without any restriction as to the tenor or terms of any such increase or extension) or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by the First Lien Agent or any of the First Lien Claimholders, the First Lien Obligations or any of the First Lien Loan Documents; provided that any such increase in the First Lien Obligations shall not increase the First Lien Obligations Amount in excess of the Cap Amount;

(ii)           sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the First Lien Collateral or any liability of the Company or any other Grantor to the First

27

Lien Claimholders or the First Lien Agent, or any liability incurred directly or indirectly in respect thereof;

(iii)          settle or compromise any First Lien Obligation or any other liability of the Company or any other Grantor or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including the First Lien Obligations) in any manner or order; and

(iv)          exercise or delay in or refrain from exercising any right or remedy against the Company or any security or any other Grantor or any other Person, elect any remedy and otherwise deal freely with the Company, any other Grantor or any First Lien Collateral and any security and any guarantor or any liability of the Company or any other Grantor to the First Lien Claimholders or any liability incurred directly or indirectly in respect thereof.

(c)           Except as otherwise provided herein, the Second Lien Trustee, on behalf of itself and the Second Lien Claimholders, also agrees that the First Lien Claimholders and the First Lien Agent shall have no liability to the Second Lien Trustee or any Second Lien Claimholders, and the Second Lien Trustee, on behalf of itself and the Second Lien Claimholders, hereby waives any claim against any First Lien Claimholder or the First Lien Agent, arising out of any and all actions which the First Lien Claimholders or the First Lien Agent may take or permit or omit to take with respect to:

(i)            the First Lien Loan Documents (other than any such action which the First Lien Agent is specifically required by the terms of this Agreement to take, permit, or refrain from taking);

(ii)           the collection of the First Lien Obligations; or

(iii)          the foreclosure upon, or sale, liquidation or other disposition of, any First Lien Collateral.

The Second Lien Trustee, on behalf of itself and the Second Lien Claimholders, agrees that the First Lien Claimholders and the First Lien Agent have no duty to them in respect of the maintenance or preservation of the First Lien Collateral, the First Lien Obligations or otherwise.

(d)           Until the Discharge of First Lien Obligations, the Second Lien Trustee, on behalf of itself and the Second Lien Claimholders, agrees not to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of, any marshalling, appraisal, valuation or other similar right that may otherwise be available under applicable law with respect to the Collateral or any other similar rights a junior secured creditor may have under applicable law.

7.4          Obligations Unconditional.  All rights, interests, agreements and obligations of the First Lien Agent and the First Lien Claimholders and the Second Lien

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Trustee and the Second Lien Claimholders, respectively, hereunder shall remain in full force and effect irrespective of:

(a)           any lack of validity or enforceability of any First Lien Loan Document or any Second Lien Document, or any lack of perfection of any Lien held by the First Lien Agent or the Second Lien Trustee;

(b)           except as otherwise expressly set forth in this Agreement, any change in the time, manner or place of payment of, or in any other terms of, all or any of the First Lien Obligations or Second Lien Obligations, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of any First Lien Loan Document or any Second Lien Document;

(c)           except as otherwise expressly set forth in this Agreement, any exchange of any security interest in any Collateral or any other collateral, or any amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of all or any of the First Lien Obligations or Second Lien Obligations or any guarantee thereof;

(d)           the commencement of any Insolvency or Liquidation Proceeding in respect of the Company or any other Grantor; or

(e)           any other circumstances which otherwise might constitute a defense available to, or a discharge of, the Company or any other Grantor in respect of the First Lien Agent, the First Lien Obligations, any First Lien Claimholder, the Second Lien Trustee, the Second Lien Obligations or any Second Lien Claimholder in respect of this Agreement.

SECTION 8.  Miscellaneous.

8.1          Conflicts.  In the event of any conflict between the provisions of this Agreement and the provisions of the other First Lien Loan Documents or the other Second Lien Documents, the provisions of this Agreement shall govern and control.

8.2          Effectiveness; Continuing Nature of this Agreement; Severability.  This Agreement shall become effective when executed and delivered by the parties hereto.  This is a continuing agreement of lien subordination and the First Lien Claimholders may continue, at any time and without notice to the Second Lien Trustee or any Second Lien Claimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Grantor constituting First Lien Obligations in reliance hereon.  The Second Lien Trustee, on behalf of itself and the Second Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement.  The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such

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provision in any other jurisdiction.  All references to the Company or any other Grantor shall include the Company or such Grantor as debtor and debtor-in-possession and any receiver or trustee for the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.  This Agreement shall terminate and be of no further force and effect:

(a)           with respect to the First Lien Agent, the First Lien Claimholders and the First Lien Obligations, on the date of Discharge of First Lien Obligations, subject to the rights of the First Lien Claimholders under Section 6.5; and

(b)           with respect to the Second Lien Trustee, the Second Lien Claimholders and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Indenture terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate.

8.3          Amendments; Waivers.  No amendment, modification or waiver of any of the provisions of this Agreement by the Second Lien Trustee or the First Lien Agent shall be deemed to be made unless the same shall be in writing signed on behalf of each party hereto or its authorized agent and each waiver, if any, shall be a waiver only with respect to the specific instance involved and shall in no way impair the rights of the parties making such waiver or the obligations of the other parties to such party in any other respect or at any other time.  Notwithstanding the foregoing, the Company shall not have any right to consent to or approve any amendment, modification or waiver of any provision of this Agreement except to the extent its rights are affected (which includes, but is not limited to any amendment to the Grantors’ ability to cause additional obligations to constitute First Lien Obligations or Second Lien Obligations as the Company may designate).

8.4          Information Concerning Financial Condition of the Company and its Subsidiaries.  The First Lien Agent and the First Lien Claimholders, on the one hand, and the Second Lien Claimholders and the Second Lien Trustee, on the other hand, shall not be responsible to each other for keeping themselves informed (to the extent, if any, required to do so by the First Lien Loan Documents or the Second Lien Documents, respectively), of (a) the financial condition of the Company and its Subsidiaries and all endorsers and/or guarantors of the First Lien Obligations or the Second Lien Obligations and (b) all other circumstances bearing upon the risk of nonpayment of the First Lien Obligations or the Second Lien Obligations.  The First Lien Agent and the First Lien Claimholders shall have no duty to advise the Second Lien Trustee or any Second Lien Claimholder of information known to it or them regarding such condition or any such circumstances or otherwise.  In the event the First Lien Agent or any of the First Lien Claimholders, in its or their sole discretion, undertakes at any time or from time to time to provide any such information to the Second Lien Trustee or any Second Lien Claimholder, it or they shall be under no obligation:

(a)           to make, and the First Lien Agent and the First Lien Claimholders shall not make, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of any such information so provided;

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(b)           to provide any additional information or to provide any such information on any subsequent occasion;

(c)           to undertake any investigation; or

(d)           to disclose any information, which pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain confidential or is otherwise required to maintain confidential.

8.5          Subrogation.  With respect to the value of any payments or distributions in cash, property or other assets that any of the Second Lien Claimholders or the Second Lien Trustee pays over to the First Lien Agent or the First Lien Claimholders under the terms of this Agreement, the Second Lien Claimholders and the Second Lien Trustee shall be subrogated to the rights of the First Lien Agent and the First Lien Claimholders; provided that, the Second Lien Trustee, on behalf of itself and the Second Lien Claimholders, hereby agrees not to assert or enforce all such rights of subrogation it may acquire as a result of any payment hereunder until the Discharge of First Lien Obligations has occurred.  The Company acknowledges and agrees that the value of any payments or distributions in cash, property or other assets received by the Second Lien Trustee or the Second Lien Claimholders that are paid over to the First Lien Agent or the First Lien Claimholders pursuant to this Agreement shall not reduce any of the Second Lien Obligations.

8.6          Application of Payments.  All payments received by the First Lien Agent or the First Lien Claimholders may be applied, reversed and reapplied, in whole or in part, to such part of the First Lien Obligations provided for in the First Lien Loan Documents.  The Second Lien Trustee, on behalf of itself and the Second Lien Claimholders, agrees to any extension or postponement of the time of payment, subject to Section 5.3(a)(iii), of the First Lien Obligations or any part thereof and to any other indulgence with respect thereto, to any substitution, exchange or release of any security which may at any time secure any part of the First Lien Obligations and to the addition or release of any other Person primarily or secondarily liable therefor.

8.7          SUBMISSION TO JURISDICTION; WAIVERS.  (a)  ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PARTY ARISING OUT OF OR RELATING HERETO MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK.  BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH PARTY, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY:

(i)            ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS;

(ii)           WAIVES ANY DEFENSE OF FORUM NON CONVENIENS;

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(iii)          AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 8.8; AND

(iv)          AGREES THAT SERVICE AS PROVIDED IN CLAUSE (iii) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE PARTY IN ANY SUCH PROCEED­ING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT.

(b)           EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER.  THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER HEREOF, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.  EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATION­SHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS.  EACH PARTY HERETO FURTHER WAR­RANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.  THIS WAIVER IS IRREVOCABLE; MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.7(b) AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO.  IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

8.8          Notices.  All notices to the Second Lien Claimholders and the First Lien Claimholders permitted or required under this Agreement shall be sent to the Second Lien Trustee and the First Lien Agent, respectively.  Unless otherwise specifically provided herein, any notice hereunder shall be in writing and may be personally served, telexed or sent by telefacsimile or United States mail or courier service and shall be deemed to have been given when delivered in person or by courier service and signed for against receipt thereof, upon receipt of telefacsimile or telex, or three Business Days after depositing it in the United States mail with postage prepaid and properly addressed.  For the purposes hereof, the addresses of the parties hereto shall be as set forth below each party’s name on

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the signature pages hereto, or, as to each party, at such other address as may be designated by such party in a written notice to all of the other parties.

8.9          Further Assurances.  The First Lien Agent, on behalf of itself and the First Lien Claimholders, and the Second Lien Trustee, on behalf of itself and the Second Lien Claimholders, and the Company and the other Grantors, agree that each of them shall take such further action and shall execute and deliver such additional documents and instruments (in recordable form, if requested) as the First Lien Agent or the Second Lien Trustee may reasonably request to effectuate the terms of and the Lien priorities contemplated by this Agreement.

8.10        APPLICABLE LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

8.11        Binding on Successors and Assigns.  This Agreement shall be binding upon the First Lien Agent, the First Lien Claimholders, the Second Lien Trustee, the Second Lien Claimholders and their respective successors and assigns.

8.12        Specific Performance. Each of the First Lien Agent and the Second Lien Trustee may demand specific performance of this Agreement.  The First Lien Agent, on behalf of itself and the First Lien Claimholders, and the Second Lien Trustee, on behalf of itself and the Second Lien Claimholders, hereby irrevocably waive any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by the First Lien Agent or the First Lien Claimholders or the Second Lien Trustee or the Second Lien Claimholders, as the case may be.

8.13        Headings.  Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.

8.14        Counterparts.  This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of an executed counterpart of a signature page of this Agreement or any document or instrument delivered in connection herewith by telecopy or electronic mail shall be effective as delivery of a manually executed counterpart of this Agreement or such other document or instrument, as applicable.

8.15        Authorization.  By its signature, each Person executing this Agreement on behalf of a party hereto represents and warrants to the other parties hereto that it is duly authorized to execute this Agreement.

8.16        No Third Party Beneficiaries.  This Agreement and the rights and benefits hereof shall inure to the benefit of each of the parties hereto and its respective successors and assigns and shall inure to the benefit of each of the First Lien Claimholders and the Second Lien Claimholders.  Nothing in this Agreement shall impair, as between the

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Company and the other Grantors and the First Lien Agent and the First Lien Claimholders, or as between the Company and the other Grantors and the Second Lien Trustee and the Second Lien Claimholders, the obligations of the Company and the other Grantors to pay principal, interest, fees and other amounts as provided in the First Lien Loan Documents and the Second Lien Documents, respectively.

8.17        Provisions Solely to Define Relative Rights.  The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the First Lien Agent and the First Lien Claimholders on the one hand and the Second Lien Trustee and the Second Lien Claimholders on the other hand.  None of the Company, any other Grantor or any other creditor thereof shall have any rights hereunder and neither the Company nor any Grantor nor any other creditor thereof may rely on the terms hereof.  Nothing in this Agreement is intended to or shall impair the obligations of the Company or any other Grantor, which are absolute and unconditional, to pay the First Lien Obligations and the Second Lien Obligations as and when the same shall become due and payable in accordance with their terms.

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IN WITNESS WHEREOF, the parties hereto have executed this Intercreditor Agreement as of the date first written above.

First Lien Agent

BEAR STEARNS CORPORATE
LENDING INC.,

as First Lien Agent

By:	/s/ Victor F. Bulzacchelli
	Name: Victor F. Bulzacchelli
	Title: Vice President

Bear Sterns Corporate Lending Inc.

383 Madison Avenue

New York, NY  10179

Attention: Stephen J. Kampf

Telecopy: (212) 272-9743

Telephone: (212) 272-9759

S-1

Second Lien Trustee

WELLS FARGO BANK, N.A.,

as Second Lien Trustee

By:	/s/ Joseph P. O’Donnell
	Name: Joseph P. O’Donnell
	Title: Vice President

Wells Fargo Bank, N.A.

213 Court Street

Suite 703

Middletown, CT 06557

Attention: Joe O’Donnell

Telecopy:  (860)704-6219

S-2

Acknowledged and Agreed to by:

PROTECTION ONE ALARM MONITORING, INC.

By:	/s/ J. Eric Griffin
	Name: J. Eric Griffin
	Title: Vice President & Secretary

PROTECTION ONE, INC.

By:	/s/ J. Eric Griffin
	Name: J. Eric Griffin
	Title: Vice President & Secretary

Protection One Alarm Monitoring, Inc.

1035 N. 3rd Street, Suite 101

Lawrence, KS 66044

Attention: Darius Nevin

Telecopy: (877) 299-0111

Telephone: (305) 594-0231

S-3

EX-99.1

Exhibit 99.1

PROTECTION ONE AND IASG SUCCESSFULLY CLOSE MERGER,

JOIN TO CREATE A MARKET LEADER IN RETAIL, WHOLESALE AND MULTIFAMILY
MONITORED SECURITY SERVICES

Protection One Stock Commences Trading on Nasdaq® Global Market

under new “PONE” Symbol Effective Today

LAWRENCE, Kan. and ALBANY, N.Y. — April 2, 2007 — Protection One, Inc. (NASDAQ: PONE, previously OTCBB: PONN) and Integrated Alarm Services Group (NASDAQ: IASG) today announced the closing of their previously announced merger, pursuant to which IASG will merge with a wholly owned subsidiary of Protection One.

In addition, today, Protection One stock ceased trading on the OTC Bulletin Board and commenced trading on the Nasdaq® Global Market. With its move to Nasdaq, Protection One’s trading symbol changed to PONE.

On March 27, 2007, IASG shareholders voted overwhelmingly in favor of the merger, which received 99.9% of the 17.7 million shares cast. Pursuant to the merger, shareholders of IASG will receive 0.29 shares of Protection One, Inc. common stock for each share of IASG common stock owned, plus cash for any fractional shares. Approximately 7.1 million shares of Protection One common stock will be issued resulting in a total of 25.3 million shares outstanding, of which IASG and Protection One shareholders will own approximately 28% and 72%, respectively.

Market Leadership and Financial Expectations

With the completion of the merger, Protection One assumes ownership of the nation’s No. 1 provider of wholesale alarm monitoring services, Criticom International, which will combine with Protection One’s wholesale monitoring provider, CMS, and will soon operate under a new name, Criticom Monitoring Services™ (also to be known as CMS).

Protection One also remains one of the nation’s largest providers of security alarm monitoring services to residential, commercial and national account customers, which will continue operating under the name Protection One®, as well as the largest provider to the multifamily market, operating under the name Network Multifamily®. In total, the merged company, which will remain based in Lawrence, Kansas, will have 73 branches across the country, six state-of-the-art monitoring response centers, and a dedicated disaster recovery center.

Management believes that larger scale operations, elimination of redundancies and greater purchasing power generated by this merger will, within 12 months, result in net savings of $11 million to $13 million on an annualized basis. On a combined basis, Protection One and IASG had revenues and adjusted EBITDA of $364.9 million and $106.0 million, respectively, for the 12-month period ended Dec. 31, 2006 (with adjusted EBITDA being measured prior to the realization of any operating synergies).  As of Dec. 31, 2006, Protection One and IASG on a combined basis had recurring monthly revenue (“RMR”), a well known valuation metric used for monitoring services companies, of $26.9 million.

Richard Ginsburg, President and CEO of Protection One, said, “Our successful completion of this merger paves the way to create a leading security monitoring services company with a diversified portfolio of security assets. It is a logical step for both Protection One and IASG and one that we believe will create value for shareholders, enhanced services for our customers and a growing company, with many new opportunities, for our employees. I would also like to thank IASG’s shareholders for supporting the merger so decisively.”

Ginsburg continued, “Given our team’s track record of overcoming challenges brought on by rapid growth through acquisitions and of completing a successful restructuring, we are confident that we, along with the many talented IASG employees who are joining us, can execute our plan to take the combined company forward and reach new levels of success. We can now begin work on our important goals of increasing customer retention and of improving operating performance by taking advantage of synergies that allow us to increase EBITDA, and, again, create value for our shareholders. For our valued retail, wholesale and multifamily customers, we are excited to offer an unmatched network of central stations and the infrastructure to further enhance our product and service offerings. We are optimistic that the clients of our wholesale business, which will continue to operate separately from our retail side, will respond well to our new monitoring capabilities, expanded service offerings and a renewed focus on dealer support.”

Charles May, President and CEO of IASG, said, “Like other IASG shareholders, I look forward to Richard and his team delivering the many potential benefits of this merger.  I know I speak for the Board of IASG in wishing the new company much success.”

The companies will begin merging operations today, with a transition period occurring before IASG residential and commercial customers will begin seeing the Protection One name as their service provider and before Protection One will begin servicing or billing customers.  In addition, Criticom dealers will soon receive information about the specific benefits of this merger for them. More information about what this merger means for customers can be found on the companies’ respective Web sites.

Letter of Transmittal for IASG Shareholders

Following the effective time of the merger, Mellon Investor Services, Protection One’s exchange agent, will send a letter of transmittal to each former holder of record of shares of IASG common stock. The transmittal letter will contain instructions for obtaining the merger consideration. Stockholders are urged to carefully read, complete and return the Letter of Transmittal so that they may promptly receive their merger consideration. Stockholders whose shares are held by brokers should contact their brokers for more information.

New Board Members

As part of the merger closing, current IASG Board members, Arlene M. Yocum and Raymond C. Kubacki, will join the new Protection One Board of Directors. Protection One expects to announce the appointment of a ninth member to the board shortly.

About Protection One

Protection One, Inc. is one of the largest providers of security monitoring services in the United States.  Including its Network Multifamily subsidiary, a leading security provider to the multifamily housing market, Protection One provides monitoring and related security services to approximately one million residential and commercial customers.  For more information about Protection One, visit www.ProtectionOne.com.

About IASG

Integrated Alarm Services Group provides total integrated solutions to independent security alarm dealers located throughout the United States to assist them in serving the residential and commercial security alarm market. IASG’s services include alarm contract financing, including the purchase of dealer alarm contracts for its own portfolio and providing loans to dealers collateralized by alarm contracts. IASG, with approximately 4,000 independent dealer relationships, is also the largest wholesale provider of alarm contract monitoring and servicing. For more information about IASG, please visit its Web site at www.iasg.us.

Forward-Looking Statements

Certain statements in this press release may contain forward-looking information regarding Protection One and IASG and the combined company after the completion of the transaction that is intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified as such because the context of the statement includes words such as “believe,” “expect,” “anticipate,” “will,” “should” or other words of similar import. These statements also include, but are not limited to, the companies’ plans, objectives, expectations and intentions and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of the management of Protection One and IASG and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements.

The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements:  the risk that the businesses of Protection One and IASG will not be integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; disruption from the transaction, making it more difficult to maintain relationships with customers, management, employees or suppliers; costs and availability of alarm equipment; competition and its effect on pricing, spending, third-party relationships and revenues; social and political conditions such as war, political unrest or terrorism; general economic conditions and normal business uncertainty.

Additional risks and factors are identified in Protection One’s and IASG’s filings with the Securities and Exchange Commission (“SEC”), including Protection One’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 and IASG’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, which are available on Protection One’s Web site (http://www.ProtectionOne.com) and IASG’s Web site (http://www.iasg.us), respectively. Protection One and IASG undertake no obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this press release.

FOR FURTHER INFORMATION:

Protection One, Inc.

Media:

Robin J. Lampe

785-856-9350

Investors:

Darius G. Nevin

785-856-9368

Integrated Alarm Services Group, Inc.

Investors & Media:

Joseph L. Reinhart

518-426-1515