ADT, Inc. Sample Contracts
•] Shares ADT INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • January 16th, 2018 • ADT, Inc. • Services-detective, guard & armored car services • New York
ContractIndemnification Agreement • October 24th, 2024 • ADT Inc. • Services-detective, guard & armored car services • Delaware
THE ADT CORPORATION, as Issuer AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of July 5, 2012 UNSUBORDINATED DEBT SECURITIESIndenture • December 21st, 2017 • ADT, Inc. • Services-detective, guard & armored car services • New York
THIS INDENTURE is dated as of July 5, 2012 among THE ADT CORPORATION, a Delaware company (the “Company”). and Wells Fargo Bank, National Association, a national banking association (the “Trustee”).
FIFTH AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT dated as of July 1, 2015 as amended and restated as of May 2, 2016 as further amended and restated as of June 23, 2016 as further amended and restated as of December 28, 2016 as further amended...First Lien Credit Agreement • November 6th, 2017 • ADT, Inc. • Services-detective, guard & armored car services • New York
FIFTH AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT, dated as of June 29, 2017 (this “Agreement”), among PRIME SECURITY SERVICES HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), PRIME SECURITY SERVICES BORROWER, LLC, a Delaware limited liability company (the “Borrower”), the LENDERS party hereto from time to time and BARCLAYS BANK PLC, as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders.
INCREMENTAL ASSUMPTION AND AMENDMENT AGREEMENT NO. 19Incremental Assumption and Amendment Agreement • March 10th, 2025 • ADT Inc. • Services-detective, guard & armored car services • New York
This INCREMENTAL ASSUMPTION AND AMENDMENT AGREEMENT NO. 16 (this “Agreement”), dated as of March 7, 2025, is made by and among Prime Security Services Holdings, LLC, a Delaware limited liability company (“Holdings”), Prime Security Services Borrower, LLC, a Delaware limited liability company (the “Borrower”), The ADT Security Corporation, a Delaware corporation (“ADTSC” or the “Co-Borrower” and, together with the Borrower, the “Borrowers”), each “Subsidiary Loan Party” listed on the signature pages hereto (each, a “Subsidiary Loan Party” and, collectively, the “Subsidiary Loan Parties”), Barclays Bank PLC, as Administrative Agent under the Existing Credit Agreement (as defined below) (in such capacity, the “Administrative Agent”) and each of the Lenders party hereto.
AMENDED & RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 21st, 2017 • ADT, Inc. • Services-detective, guard & armored car services • Delaware
This Amended & Restated Employment Agreement (the “Agreement”), entered into on December 19, 2017 (the “Effective Date”), is made by and between P. Gray Finney (the “Executive”) and The ADT Security Corporation, a Delaware corporation (together with any of its subsidiaries and Affiliates as may employ the Executive from time to time, and any and all successors thereto, the “Company”).
ADT INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • August 9th, 2018 • ADT Inc. • Services-detective, guard & armored car services • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), is entered into as of [__________], 20[__] (the “Date of Grant”), by and between ADT Inc., a Delaware corporation (the “Company”), and [________] (the “Participant”). Capitalized terms used in this Agreement and not otherwise defined herein have the meanings ascribed to such terms in the ADT Inc. 2018 Omnibus Incentive Plan, as amended, restated or otherwise modified from time to time in accordance with its terms (the “Plan”).
TRADEMARK AGREEMENT Between ADT SERVICES GMBH (“Tyco”) and ADT US HOLDINGS, INC. (“ADT Residential”) and, solely for purposes of Section 6.3 herein TYCO INTERNATIONAL LTD. (“Tyco Parent”) and THE ADT CORPORATION (“ADT Parent”)Trademark Agreement • December 21st, 2017 • ADT, Inc. • Services-detective, guard & armored car services • New York
This TRADEMARK AGREEMENT (this “Agreement”) dated as of September 25, 2012, by and among ADT SERVICES GMBH, a company organized under the laws of Switzerland (“Tyco”), on the one hand, ADT US HOLDINGS, INC., a corporation organized under the laws of Delaware (“ADT Residential”, and together with Tyco, the “Parties”) and, solely for purposes of Section 6.3 herein, TYCO INTERNATIONAL LTD., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland (“Tyco Parent”) and THE ADT CORPORATION, a Delaware corporation “ADT Parent”).
70,000,000 Shares ADT INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • March 5th, 2025 • ADT Inc. • Services-detective, guard & armored car services • New York
TAX SHARING AGREEMENT by and among TYCO INTERNATIONAL LTD., TYCO INTERNATIONAL FINANCE S.A., PENTAIR LTD. and THE ADT CORPORATION, Dated as of September 28, 2012Tax Sharing Agreement • December 21st, 2017 • ADT, Inc. • Services-detective, guard & armored car services • New York
THIS TAX SHARING AGREEMENT (this “Agreement”) is made and entered into as of the 28th day of September, 2012, by and among Tyco International Ltd., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland (“Trident International”), Tyco International Finance S.A., a corporation organized under the laws of Luxembourg (“Trident SA,” and, together with Trident International, “Trident”), The ADT Corporation, a Delaware corporation (“Athens NA”), and Pentair Ltd., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland (“Fountain”). Each of Trident International, Trident SA, Athens NA and Fountain is sometimes referred to herein as a “Party” and collectively, as the “Parties”.
SEPARATION AND DISTRIBUTION AGREEMENT by and between TYCO INTERNATIONAL LTD., TYCO INTERNATIONAL FINANCE S.A. THE ADT CORPORATION and ADT LLC Dated as of September 26, 2012Separation and Distribution Agreement • December 21st, 2017 • ADT, Inc. • Services-detective, guard & armored car services • New York
SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), effective as of 10 a.m., Eastern Daylight Time, on September 26, 2012, by and among TYCO INTERNATIONAL LTD., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland (“Tyco International”), TYCO INTERNATIONAL FINANCE S.A., a corporation organized under the laws of Luxembourg (“TIFSA”, and, together with Tyco International, “Tyco”), THE ADT CORPORATION, a Delaware corporation (“ADT NA”) and, solely for purposes of Section 2.2(d), ADT LLC, a Delaware limited liability company.
COLLATERAL AGREEMENT (FIRST LIEN) dated and effective as of July 1, 2015 among PRIME SECURITY SERVICES BORROWER, LLC, as Borrower, each Subsidiary Loan Party party hereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Collateral AgentCollateral Agreement • December 21st, 2017 • ADT, Inc. • Services-detective, guard & armored car services • New York
COLLATERAL AGREEMENT (FIRST LIEN), dated and effective as of July 1, 2015 (this “Agreement”), is among PRIME SECURITY SERVICES BORROWER, LLC (the “Borrower”), each Subsidiary Loan Party and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as collateral agent for the Secured Parties referred to herein (together with its successors and assigns in such capacity, the “Collateral Agent”).
ADT INC. AMENDED AND RESTATED MANAGEMENT INVESTOR RIGHTS AGREEMENT Dated as of January 23, 2018Management Investor Rights Agreement • March 15th, 2018 • ADT Inc. • Services-detective, guard & armored car services • Delaware
This MANAGEMENT INVESTOR RIGHTS AGREEMENT is made as of January 23, 2018 (this “Agreement”) among ADT Inc. (f/k/a Prime Security Services Parent, Inc.), a Delaware corporation (the “Company”), PRIME SECURITY SERVICES TOPCO PARENT, L.P., a Delaware limited partnership (“TopCo Parent”) and the HOLDERS that are parties hereto.
TAX SHARING AGREEMENT NON-INCOME TAXES by and among TYCO INTERNATIONAL LTD. TYCO INTERNATIONAL FINANCE S.A., and THE ADT CORPORATION Dated as of September 28, 2012Tax Sharing Agreement • December 21st, 2017 • ADT, Inc. • Services-detective, guard & armored car services • New York
TAX SHARING AGREEMENT FOR NON-INCOME TAXES (this “Agreement”), dated as of September 28, 2012, by and among TYCO INTERNATIONAL LTD., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland (“Tyco International”), Tyco International Finance S.A., a corporation organized under the laws of Luxembourg (“TIFSA,” and, together with Tyco International, “Tyco”), and THE ADT CORPORATION, a Delaware corporation (“ADT NA”). Each of Tyco International, TIFSA and ADT NA is sometimes referred to herein as a “Party” and collectively, as the “Parties”.
ADT INC. RESTRICTED STOCK UNIT AWARD AGREEMENT (TIME AND PERFORMANCE VESTING)Restricted Stock Unit Award Agreement • September 12th, 2022 • ADT Inc. • Services-detective, guard & armored car services • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), is entered into as of [ ], 20[ ] (the “Date of Grant”), by and between ADT Inc., a Delaware corporation (the “Company” or “ADT”), and [NAME] (the “Participant”). Capitalized terms used in this Agreement and not otherwise defined herein have the meanings ascribed to such terms in the ADT Inc. 2018 Omnibus Incentive Plan, as amended, restated or otherwise modified from time to time in accordance with its terms (the “Plan”).
SEVENTH AMENDMENT TO THE RECEIVABLES FINANCING AGREEMENTReceivables Financing Agreement • April 2nd, 2025 • ADT Inc. • Services-detective, guard & armored car services • New York
This SEVENTH AMENDMENT TO THE RECEIVABLES FINANCING AGREEMENT (this “Amendment”), dated as of March 27, 2025, is entered into by and among the following parties:
REGISTRATION RIGHTS AGREEMENT dated as of January 23, 2018 between PRIME SECURITY SERVICES TOPCO PARENT, L.P. ANDRegistration Rights Agreement • March 15th, 2018 • ADT Inc. • Services-detective, guard & armored car services • Delaware
REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of January 23, 2018, among Prime Security Services TopCo Parent, L.P. (“Prime Parent”) and ADT Inc. (the “Company”).
THE ADT SECURITY CORPORATION, as Issuer the Guarantors party hereto from time to time, AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of July 29, 2021 $1,000,000,000 of 4.125% First-Priority Senior Secured Notes due 2029Indenture • July 29th, 2021 • ADT Inc. • Services-detective, guard & armored car services • New York
THIS INDENTURE is dated as of July 29, 2021, by and among The ADT Security Corporation, a Delaware corporation (the “Issuer”), the Guarantors (as defined herein) party hereto and Wells Fargo Bank, National Association, a national banking association (the “Trustee”).
THE ADT CORPORATION, as Issuer AND TYCO INTERNATIONAL LTD. as Guarantor AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of July 5, 2012 $750,000,000 of 4.875% Notes due 2042Third Supplemental Indenture • December 21st, 2017 • ADT, Inc. • Services-detective, guard & armored car services • New York
THIS THIRD SUPPLEMENTAL INDENTURE is dated as of July 5, 2012 among THE ADT CORPORATION, a Delaware corporation (the “Company”), TYCO INTERNATIONAL LTD., a Swiss corporation (“Guarantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the “Trustee”).
THE ADT CORPORATION, as Issuer AND TYCO INTERNATIONAL LTD. as Guarantor AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of July 5, 2012 $750,000,000 of 2.250% Notes due 2017First Supplemental Indenture • December 21st, 2017 • ADT, Inc. • Services-detective, guard & armored car services • New York
THIS FIRST SUPPLEMENTAL INDENTURE is dated as of July 5, 2012 among THE ADT CORPORATION, a Delaware corporation (the “Company”), TYCO INTERNATIONAL LTD., a Swiss corporation (“Guarantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the “Trustee”).
TYCO/ADT PATENT AGREEMENTPatent Agreement • December 21st, 2017 • ADT, Inc. • Services-detective, guard & armored car services • New York
This TYCO/ADT PATENT AGREEMENT (this “Agreement”), effective as of 11:00 a.m. Eastern Time, on September 26, 2012 (the “Effective Date”), by and among TYCO INTERNATIONAL LTD., a corporation limited by shares (Akliengesellschaft) organized under the laws of Switzerland (“Tyco”), and THE ADT CORPORATION, a Delaware corporation (“ADT NA”, and together with Tyco, each a “Party”, and collectively, the “Parties”).
SECOND AMENDED AND RESTATED SERIES A INVESTORS RIGHTS AGREEMENT BY AND AMONG KOCH SV INVESTMENTS, LLC, THE OTHER HOLDERS PARTY HERETO, PRIME SECURITY SERVICES TOPCO PARENT GP, LLC, PRIME SECURITY SERVICES TOPCO PARENT, L.P., ADT INC. AND, SOLELY FOR...Series a Investors Rights Agreement • March 15th, 2018 • ADT Inc. • Services-detective, guard & armored car services • Delaware
This SECOND AMENDED AND RESTATED SERIES A INVESTORS RIGHTS AGREEMENT (this “Agreement”), dated as of January 23, 2018, is made by and among Koch SV Investments, LLC, a Delaware limited liability company (the “Purchaser”), each Person that is the holder of record of at least one Share (a “Holder”), including any Person who becomes a party hereto by the execution of a joinder agreement substantially in the form attached hereto as Exhibit A (a “Joinder”), Prime Security Services TopCo Parent GP, LLC, a Delaware limited liability company (the “General Partner”), Prime Security Services TopCo Parent, L.P., a Delaware limited partnership (“Parent”), ADT Inc., a Delaware corporation (the “Company”), and, solely for purposes of Sections 1.3, 1.7, 1.8 and Articles II and III (for purposes of the definitions used in the Sections of this Agreement to which the Member (as defined below) is a party), AP VIII Prime Security Services Holdings, L.P., a Delaware limited partnership (the “Member”), and
THE ADT CORPORATION, as Issuer AND TYCO INTERNATIONAL LTD. as Guarantor AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of July 5, 2012 $1,000,000,000 of 3.500% Notes due 2022Second Supplemental Indenture • December 21st, 2017 • ADT, Inc. • Services-detective, guard & armored car services • New York
THIS SECOND SUPPLEMENTAL INDENTURE is dated as of July 5, 2012 among THE ADT CORPORATION, a Delaware corporation (the “Company”), TYCO INTERNATIONAL LTD., a Swiss corporation (“Guarantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the “Trustee”).
TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • March 15th, 2023 • ADT Inc. • Services-detective, guard & armored car services • New York
ADT INC. NONQUALIFIED OPTION AWARD AGREEMENT (TIME AND PERFORMANCE VESTING)Nonqualified Option Award Agreement • September 12th, 2022 • ADT Inc. • Services-detective, guard & armored car services • Delaware
THIS NONQUALIFIED OPTION AWARD AGREEMENT (this “Agreement”), is entered into as of [ ], 20[ ] (the “Date of Grant”), by and between ADT Inc., a Delaware corporation (the “Company” or “ADT”), and [NAME] (the “Participant”). Capitalized terms used in this Agreement and not otherwise defined herein have the meanings ascribed to such terms in the ADT Inc. 2018 Omnibus Incentive Plan, as amended, restated or otherwise modified from time to time in accordance with its terms (the “Plan”).
Supplement to the Collateral AgreementSupplement to the Collateral Agreement • March 11th, 2019 • ADT Inc. • Services-detective, guard & armored car services
SUPPLEMENT NO. 2 (this “Supplement”), dated as of October 31, 2017, to the Collateral Agreement (First Lien) dated as of July 1, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Collateral Agreement”), among PRIME SECURITY SERVICES BORROWER, LLC (the “Borrower”), each Subsidiary of the Borrower from time to time party thereto (each, a “Subsidiary Loan Party”) and BARCLAYS BANK PLC, as collateral agent (together with its successors and assigns in such capacity, the “Collateral Agent”) for the Secured Parties (as defined therein).
PRIME SECURITY SERVICES BORROWER, LLC PRIME FINANCE INC. as Issuers and the Subsidiary Guarantors party hereto from time to time 6.250% Second-Priority Senior Secured Notes due 2028 INDENTURE Dated as of January 28, 2020 Wells Fargo Bank, National...Indenture • January 28th, 2020 • ADT Inc. • Services-detective, guard & armored car services • New York
INDENTURE, dated as of January 28, 2020, among PRIME SECURITY SERVICES BORROWER, LLC, a Delaware limited liability company (together with its successors and assigns, the “Company”), PRIME FINANCE INC., a Delaware corporation (together with its successors and assigns, the “Co-Issuer” and, together with the Company, each an “Issuer” and together, the “Issuers”), the Subsidiary Guarantors party hereto from time to time (as defined below) and Wells Fargo Bank, National Association, as trustee (the “Trustee”) and as collateral agent (the “Collateral Agent”).
ADT INC. NONQUALIFIED OPTION AWARD AGREEMENTNonqualified Option Award Agreement • January 8th, 2018 • ADT, Inc. • Services-detective, guard & armored car services • Delaware
THIS NONQUALIFIED OPTION AWARD AGREEMENT (this “Agreement”), is entered into as of [ ], 20[ ] (the “Date of Grant”), by and between ADT Inc., a Delaware corporation (the “Company”), and [ ] (the “Participant”). Capitalized terms used in this Agreement and not otherwise defined herein have the meanings ascribed to such terms in the ADT Inc. 2018 Omnibus Incentive Plan, as amended, restated or otherwise modified from time to time in accordance with its terms (the “Plan”).
56,000,000 Shares ADT INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • October 30th, 2024 • ADT Inc. • Services-detective, guard & armored car services • New York
THE ADT CORPORATION, as Issuer AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee FIFTH SUPPLEMENTAL INDENTURE Dated as of October 1, 2013 $1,000,000,000 of 6.250% Senior Notes due 2021Fifth Supplemental Indenture • December 21st, 2017 • ADT, Inc. • Services-detective, guard & armored car services • New York
THIS FIFTH SUPPLEMENTAL INDENTURE is dated as of October 1, 2013, between THE ADT CORPORATION, a Delaware corporation (the “Company”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the “Trustee”).
SK 28677 0004 8718722 v3 THIRD AGREEMENT OF AMENDMENT Dated as of January 29, 2020 Reference is made to that certain Receivables Purchase Agreement dated as of March 5, 2020, as amended by the Agreement of Amendment dated as of April 17, 2020, as...Receivables Purchase Agreement • February 25th, 2021 • ADT Inc. • Services-detective, guard & armored car services • New York
THE ADT CORPORATION, as Issuer AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee FOURTH SUPPLEMENTAL INDENTURE Dated as of January 14, 2013 $700,000,000 of 4.125% Senior Notes due 2023Fourth Supplemental Indenture • December 21st, 2017 • ADT, Inc. • Services-detective, guard & armored car services • New York
THIS FOURTH SUPPLEMENTAL INDENTURE is dated as of January 14, 2013, between THE ADT CORPORATION, a Delaware corporation (the “Company”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the “Trustee”).
AMENDED & RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 21st, 2017 • ADT, Inc. • Services-detective, guard & armored car services • Delaware
This Amended & Restated Employment Agreement (the “Agreement”), entered into on December 19, 2017 (the “Effective Date”), is made by and between Jeffrey Likosar (the “Executive”) and ADT LLC, a Delaware limited liability company (together with any of its subsidiaries and Affiliates as may employ the Executive from time to time, and any and all successors thereto, the “Company”).
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • December 21st, 2017 • ADT, Inc. • Services-detective, guard & armored car services • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of May 2, 2016, by and among PRIME FINANCE INC., a Delaware corporation (the “New Guarantor”), a subsidiary of PRIME SECURITY SERVICES BORROWER, LLC (or its successor), a Delaware limited liability company, and THE ADT CORPORATION (or its successor), a Delaware corporation (the “Company”), and WELLS FARGO BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
COLLATERAL AGREEMENT (SECOND LIEN) dated and effective as of May 2, 2016 among PRIME SECURITY SERVICES BORROWER, LLC, as Issuer, PRIME FINANCE INC., as Co- Issuer, each Subsidiary Guarantor party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as...Collateral Agreement (Second Lien) • December 21st, 2017 • ADT, Inc. • Services-detective, guard & armored car services • New York
COLLATERAL AGREEMENT (SECOND LIEN), dated and effective as of May 2, 2016 (this “Agreement”), is among PRIME SECURITY SERVICES BORROWER, LLC (the “Issuer”), PRIME FINANCE INC. (the “Co-Issuer), each Subsidiary Guarantor and WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent for the Secured Parties referred to herein (together with its successors and assigns in such capacity, the “Collateral Agent”).