The ADT Corporation Exchange and Registration Rights Agreement January 14, 2013Exchange and Registration Rights Agreement • January 14th, 2013 • ADT Corp • Services-detective, guard & armored car services • New York
The ADT Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $700,000,000 principal amount of its 4.125% Senior Notes due 2023 (the “Securities”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company agrees with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
THE ADT CORPORATION, as Issuer AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of March 19, 2014 UNSUBORDINATED DEBT SECURITIESIndenture • March 19th, 2014 • ADT Corp • Services-detective, guard & armored car services • New York
THIS INDENTURE is dated as of March 19, 2014 among THE ADT CORPORATION, a Delaware corporation (the “Company”) and Wells Fargo Bank, National Association, a national banking association (the “Trustee”).
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 • October 1st, 2012 • ADT Corp • 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”).
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 • October 1st, 2012 • ADT Corp • 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 among TYCO INTERNATIONAL LTD., TYCO FLOW CONTROL INTERNATIONAL LTD., and THE ADT CORPORATION Dated as of March 27, 2012Separation and Distribution Agreement • April 10th, 2012 • ADT Corp • New York
SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of March 27, 2012, by and among TYCO INTERNATIONAL LTD., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland (“Trident”), TYCO FLOW CONTROL INTERNATIONAL LTD., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland (“Fountain”) and, solely for the purposes of the Specified Sections of this Agreement, THE ADT CORPORATION, a Delaware corporation (“Athens NA”).
The ADT Corporation Underwriting AgreementUnderwriting Agreement • December 5th, 2014 • ADT Corp • Services-detective, guard & armored car services • New York
The ADT Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as the representative, an aggregate of $300,000,000 principal amount of its 5.250% Senior Notes due 2020 (the “Securities”). The Securities will have the terms set forth in Schedule III. The Securities are to be issued pursuant to an Indenture, dated as of March 19, 2014 (the “Base Indenture”), and an Officers’ Certificate to be dated as of December 18, 2014 (the “Officers’ Certificate” and, together with the Base Indenture, the “Indenture”), each between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
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 • October 1st, 2012 • ADT Corp • 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.
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 • October 1st, 2012 • ADT Corp • 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”.
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 20th, 2013 • ADT Corp • Services-detective, guard & armored car services • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of ________________, 201_, and is between The ADT Corporation, a Delaware corporation (the “Company”), and [Name of director/officer] (“Indemnitee”).
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 • July 10th, 2012 • ADT Corp • 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 • July 10th, 2012 • ADT Corp • 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 • October 1st, 2012 • ADT Corp • 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 (Aktiengesellschaft) 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”).
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 • July 10th, 2012 • ADT Corp • 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”).
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 • October 1st, 2013 • ADT Corp • 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”).
AMENDMENT NO. 1 TO THE SEPARATION AND DISTRIBUTION AGREEMENTSeparation and Distribution Agreement • July 27th, 2012 • ADT Corp • Services-detective, guard & armored car services • New York
THIS AMENDMENT NO. 1, dated as of July 25, 2012 (this “Amendment”), to the Separation and Distribution Agreement, dated as of March 27, 2012 (the “Separation Agreement”), is among Tyco International Ltd., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland (“Trident”), Tyco Flow Control International Ltd., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland and presently a direct wholly-owned Subsidiary of Trident (“Fountain”), and The ADT Corporation, a Delaware corporation and a direct wholly-owned subsidiary of Trident (“Athens”, and together with Trident and Fountain, the “Parties”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Separation Agreement.
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 • January 14th, 2013 • ADT Corp • 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”).
Amendment to AgreementAmendment to Agreement • November 29th, 2013 • ADT Corp • Services-detective, guard & armored car services • New York
This Amendment to Agreement (this “Amendment”), dated as of November 24, 2013, is entered into by and among The ADT Corporation, a Delaware corporation (the “Company”), Keith A. Meister (“Designee”) and Corvex Management LP (together with Designee, the “Corvex Group”).
INTERCOMPANY MONITORING AND SERVICE AGREEMENTIntercompany Monitoring and Service Agreement • July 10th, 2012 • ADT Corp • Services-detective, guard & armored car services • Florida
THIS INTERCOMPANY MONITORING AND CUSTOMER SERVICES AGREEMENT (this “Agreement”) is made effective as of the 30th day of June, 2012 (the “Effective Date”), by and between Tyco Integrated Security LLC (“Tyco”), and ADT LLC (“ADT”). Tyco and ADT may each be referred to herein individually as a “party” or collectively as the “parties”.
MASTER SUPPLY & PURCHASING AGREEMENTMaster Supply & Purchasing Agreement • July 10th, 2012 • ADT Corp • Services-detective, guard & armored car services • Florida
THIS MASTER SUPPLY & PURCHASING AGREEMENT (this “Agreement”) is made and entered into as of , 2012 (“Effective Date”) by and between ADT LLC, a Delaware limited liability company (“Buyer”) whose address is 1501 Yamato Road, Boca Raton, Florida 33431Tyco Safety products Canada Ltd., an Ontario corporation with offices at 3301 Langstaff Road, Concord, Ontario, Canada L4K 4L2 (“TSPCA”) and Sensormatic Electronics, LLC, a Nevada limited liability company with offices at 6 Technology Park Drive, Westford, MA 01886 (“SEL”). Each of TSPCA and SEL are referred to herein as a “Seller” and collectively as the “Sellers”.
TRANSITION SERVICES AGREEMENT BY AND AMONG TYCO INTERNATIONAL MANAGEMENT COMPANY, LLC, TYCO INTEGRATED SECURITY LLC, AND ADT LLC DATED AS OF JUNE 30, 2012Transition Services Agreement • July 10th, 2012 • ADT Corp • Services-detective, guard & armored car services • New York
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is made and entered into as of June 30, 2012, (the “Effective Date”) by and among Tyco International Management Company, LLC, a Nevada limited liability company (“TIMCO”), Tyco Integrated Security LLC (f/k/a ADT Security Services, LLC), a Delaware limited liability company (“Commercial”), and ADT LLC, a Delaware limited liability company (“ADT”). Each of TIMCO, Commercial and ADT is sometimes referred to herein as a “Party” and collectively, as the “Parties”.
SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • November 29th, 2013 • ADT Corp • Services-detective, guard & armored car services
THIS SHARE REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 24th day of November, 2013 (the “Trade Date”), by and between Corvex Management LP, a Delaware limited partnership (the “Seller”) and The ADT Corporation, a Delaware corporation (the “Company”).
TRANSITION SERVICES AGREEMENT BY AND AMONG ADT SECURITY SERVICES CANADA, INC. AND TYCO INTEGRATED SECURITY CANADA, INC. DATED AS OF JULY 3, 2012Transition Services Agreement • July 10th, 2012 • ADT Corp • Services-detective, guard & armored car services • Ontario
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is made and entered into as of July 3, 2012, (the “Effective Date”) by and among ADT Security Services Canada, Inc. (“ADT CANADA”) and Tyco Integrated Security Canada, Inc. (“Commercial”). Each of ADT CANADA and Commercial is sometimes referred to herein as a “Party” and collectively, as the “Parties”.
CONSULTING AGREEMENTConsulting Agreement • July 10th, 2012 • ADT Corp • Services-detective, guard & armored car services • Florida
This Consulting Agreement (this “Agreement”) is made as of the Effective Date (as hereinafter defined) by and between The ADT Corporation (“ADT”) and Edward D. Breen (“Mr. Breen”).
THE TRANSACTIONSMerger Agreement • April 1st, 2016 • ADT Corp • Services-detective, guard & armored car services
On February 14, 2016, Prime Security Services Borrower, LLC (“Prime LLC”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with The ADT Corporation (“ADT”), Prime Security One MS, Inc., a Delaware corporation and a wholly owned subsidiary of Prime LLC (“Merger Sub”), and, solely for purposes of Article IX thereunder, Prime Security Services Parent Inc. (“Parent”) and Prime Security Services TopCo Parent, LP (“Ultimate Parent”), pursuant to which Merger Sub will be merged with and into ADT (the “Merger”), with ADT surviving the Merger as a wholly owned subsidiary of Prime LLC. At the effective time of the Merger, each share of ADT’s common stock, par value $0.01 per share, issued and outstanding immediately prior to the effective time of the Merger (other than shares held by Prime LLC, Merger Sub or any other direct or indirect wholly owned subsidiary of Prime LLC, shares owned by ADT (including treasury shares) or any of its direct or indirect wholly owned subsidia
SUBLEASE AGREEMENTSublease Agreement • July 10th, 2012 • ADT Corp • Services-detective, guard & armored car services
WHEREAS, On September 19, 2011, Tyco International Ltd. (“Tyco”) announced its plan to separate the Tyco’s businesses into three distinct, publicly traded companies on or about September 28, 2012 (the “Transaction”). Conditional upon the Transaction taking place, the resultant three companies will be: 1) Tyco, continuing to exist as a global provider of fire and security products and services for commercial, industrial, governmental and retail customers; 2) a standalone ADT North America Residential Security Business (such corporation and its subsidiaries, “ADT”); and, 3) the existing Flow Control segment will also become a standalone company (such standalone company and its subsidiaries, the “Flow Control Business”). Tyco subsequently announced on 28 March 2012 that, immediately following the Transaction, the Flow Control Business will merge with Pentair, Inc. (“Pentair”). Tyco shareholders will own approximately 52.5% and Pentair shareholders will own approximately 47.5% of the combi
FIVE YEAR SENIOR UNSECURED REVOLVING CREDIT AGREEMENT dated as of June 22, 2012 among THE ADT CORPORATION, as Borrower TYCO INTERNATIONAL LTD., as Guarantor The Lenders Party Hereto and CITIBANK, N.A. as Administrative Agent CITIGROUP GLOBAL MARKETS...Five Year Senior Unsecured Revolving Credit Agreement • July 10th, 2012 • ADT Corp • Services-detective, guard & armored car services • New York
FIVE YEAR SENIOR UNSECURED REVOLVING CREDIT AGREEMENT (this “Agreement”) dated as of June 22, 2012 among THE ADT CORPORATION, a Delaware corporation (the “Borrower”), TYCO INTERNATIONAL LTD., a Swiss company (the “Guarantor”), the LENDERS party hereto and CITIBANK, N.A., as Administrative Agent.
MASTER AGREEMENT FOR PATROL AND GUARD SERVICESMaster Agreement for Patrol and Guard Services • July 10th, 2012 • ADT Corp • Services-detective, guard & armored car services • Florida
THIS MASTER AGREEMENT FOR PATROL AND GUARD SERVICES (“Agreement”) is made as of the 30th day of June, 2012 (the “Effective Date”) between TYCO INTEGRATED SECURITY LLC, a Delaware limited liability company, with its principal place of business located at 1501 Yamato Road, Boca Raton, FL 33431 (hereinafter referred to as “Tyco”), and ADT HOLDINGS, INC. (hereinafter referred to as “Subcontractor”) through its California branch located at 21171 S. Western Ave, Torrance, CA 90501.
AGREEMENT AND PLAN OF MERGER Among THE ADT CORPORATION, PRIME SECURITY SERVICES BORROWER, LLC, PRIME SECURITY ONE MS, INC., and, solely for the purposes of Article IX, PRIME SECURITY SERVICES PARENT, INC. and PRIME SECURITY SERVICES TOPCO PARENT, L.P....Agreement and Plan of Merger • February 16th, 2016 • ADT Corp • Services-detective, guard & armored car services • New York
This AGREEMENT AND PLAN OF MERGER, dated as of February 14, 2016 (this “Agreement”), is entered into by and among The ADT Corporation, a Delaware corporation (the “Company”), Prime Security Services Borrower, LLC, a Delaware limited liability company (“Parent”), Prime Security One MS, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub” and, together with the Company and Parent, the “Parties” and each, a “Party”) and, solely for the purposes of Article IX, Prime Security Services Parent, Inc., a Delaware corporation (“Parent Inc.”) and Prime Security Services TopCo Parent, L.P., a Delaware limited partnership (“Parent LP”).
AgreementBoard Appointment Agreement • December 18th, 2012 • ADT Corp • Services-detective, guard & armored car services
This Agreement (the “Agreement”), dated as of December 17, 2012, is by and among the persons and entities listed on Schedule A (collectively, the “Corvex Group”), Keith A. Meister (“Designee”), Soros Fund Management LLC (“SFM”) and The ADT Corporation, a Delaware corporation (the “Company”).
MASTER GUARD SERVICES AGREEMENTMaster Guard Services Agreement • July 10th, 2012 • ADT Corp • Services-detective, guard & armored car services • Ontario
THIS AGREEMENT WITNESSETH that, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), ADT and Contractor hereto covenant and agree as follows:
The ADT Corporation Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • October 1st, 2013 • ADT Corp • Services-detective, guard & armored car services • New York
The ADT Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $1,000,000,000 principal amount of its 6.250% Senior Notes due 2021 (the “Securities”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company agrees with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
The ADT Corporation Underwriting AgreementUnderwriting Agreement • March 7th, 2014 • ADT Corp • Services-detective, guard & armored car services • New York
The ADT Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as the representative, an aggregate of $500,000,000 principal amount of its 4.125% Senior Notes due 2019 (the “Securities”). The Securities will have the terms set forth in Schedule III. The Securities are to be issued pursuant to an Indenture, to be dated as of March 19, 2014 (the “Base Indenture”), and an Officers’ Certificate to be dated as of March 19, 2014 (the “Officers’ Certificate” and, together with the Base Indenture, the “Indenture”), each between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
TYCO/ADT PATENT AGREEMENTPatent Agreement • August 30th, 2012 • ADT Corp • Services-detective, guard & armored car services • New York
This TYCO/ADT PATENT AGREEMENT (this “Agreement”) dated as of the ADT NA Distribution Date, by and among TYCO INTERNATIONAL LTD., a corporation limited by shares (Aktiengesellschaft) 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”).
