Contract

Exhibit 4.19

EXECUTION VERSION

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 9, 2016, by and between The ADT Corporation, a Delaware corporation (the “Company”), the Notes Guarantors listed on the signature pages hereto (the “Notes Guarantors”) and Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, Prime Security One MS, Inc., as predecessor in interest to the Company, and the Trustee executed and delivered an indenture (as amended or supplemented prior to the date hereof, the “Base Indenture”), dated as of May 2, 2016, providing for the issuance of 4.875% First-Priority Senior Secured Notes due 2032 (the “Existing Securities”);

WHEREAS, the Company, the Notes Guarantors and the Trustee executed and delivered a supplemental indenture (as amended or supplemented prior to the date hereof, the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), dated as of May 2, 2016;

WHEREAS, Section 2.01 of the Indenture provides that additional Securities of any particular series may be issued from time to time by the Company;

WHEREAS, the Company and the Notes Guarantors desire to execute and deliver this Supplemental Indenture for the purpose of issuing $9,750,000 in aggregate principal amount of additional first-priority senior secured debt securities, having terms substantially identical in all material respects to the Existing Securities (the “Additional Securities” and, together with the Existing Securities, the “Securities”); and

WHEREAS, pursuant to Section 10.01 of the Indenture, the Company, the Notes Guarantors and the Trustee are authorized to execute and deliver this Supplemental Indenture without the consent of the holders of the Existing Securities.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the holders of the Securities as follows:

(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2) Additional Securities. As of the date hereof, the Company will issue, and the Trustee is directed to authenticate and deliver, the Additional Securities under the Indenture, having terms substantially identical in all material respects to the Existing Securities (including accruing interest from May 2, 2016). The Existing Securities and the Additional Securities shall be treated as a single class for all purposes under the Indenture.

(3) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF ANY OTHER LAW.

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

(5) Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

(6) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company and the Notes Guarantors.

(7) Continued Effect. Except as expressly supplemented and amended by this Supplemental Indenture, the Indenture shall continue in full force and effect in accordance with the provisions thereof, and the Indenture (as supplemented and amended by this Supplemental Indenture) is in all respects hereby ratified and confirmed. This Supplemental Indenture and all the terms and conditions of this Supplemental Indenture, with respect to the Securities, shall be and be deemed to be part of the terms and conditions of the Indenture for any and all purposes.

[The remainder of this page is intentionally left blank.]

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

Very truly yours,
THE ADT CORPORATION
By:		/s/ Xxxxxxx X. Xxxx
		Name: Xxxxxxx X. Xxxx
		Title: President and Chief Executive Officer

[Signature Page to Supplemental Indenture]

Notes Guarantors:
PRIME SECURITY SERVICES BORROWER, LLC
By:		/s/ Xxxxxxx X. Xxxxx
		Name:		Xxxxxxx X. Xxxxx
		Title:		President and Chief Executive Officer
PRIME FINANCE INC.
By:		/s/ Xxxxxxx X. Xxxxx
		Name:		Xxxxxxx X. Xxxxx
		Title:		President and Chief Executive Officer
ASG INTERMEDIATE HOLDING CORP.
By:		/s/ Xxxxxxx X. Xxxxx
		Name:		Xxxxxxx X. Xxxxx
		Title:		President and Chief Executive Officer
ASG HOLDINGS LLC
By:		/s/ Xxxxxxx X. Xxxxx
		Name:		Xxxxxxx X. Xxxxx
		Title:		President and Chief Executive Officer
ALARM SECURITY GROUP LLC
By:		/s/ Xxxxxxx X. Xxxxx
		Name:		Xxxxxxx X. Xxxxx
		Title:		President and Chief Executive Officer

[Signature Page to Supplemental Indenture]

ABC SECURITY CORPORATION
By:		/s/ Xxxxxxx X. Xxxxx
		Name:		Xxxxxxx X. Xxxxx
		Title:		President and Chief Executive Officer
XXXXXXXX SECURITY, INC.
By:		/s/ Xxxxxxx X. Xxxxx
		Name:		Xxxxxxx X. Xxxxx
		Title:		President and Chief Executive Officer
ASG GOVERNMENT SERVICES LLC
By:		/s/ Xxxxxxx X. Xxxxx
		Name:		Xxxxxxx X. Xxxxx
		Title:		President and Chief Executive Officer
XXXXX’X PROTECTION SYSTEMS, INC.
By:		/s/ Xxxxxxx X. Xxxxx
		Name:		Xxxxxxx X. Xxxxx
		Title:		President and Chief Executive Officer
PROTECTION HOLDINGS II, INC.
By:		/s/ Xxxxxxx X. Xxxxx
		Name:		Xxxxxxx X. Xxxxx
		Title:		President and Chief Executive Officer

[Signature Page to Supplemental Indenture]

PROTECTION ONE, INC.
By:		/s/ Xxxxxxx X. Xxxxx
		Name:		Xxxxxxx X. Xxxxx
		Title:		President and Chief Executive Officer
PROTECTION ONE ALARM MONITORING, INC.
By:		/s/ Xxxxxxx X. Xxxxx
		Name:		Xxxxxxx X. Xxxxx
		Title:		President and Chief Executive Officer
SECURITY MONITORING SERVICES, INC.
By:		/s/ Xxxxxxx X. Xxxxx
		Name:		Xxxxxxx X. Xxxxx
		Title:		Vice President
PROTECTION ONE SYSTEMS, INC.
By:		/s/ Xxxxxxx X. Xxxxx
		Name:		Xxxxxxx X. Xxxxx
		Title:		President and Chief Executive Officer
PROTECTION ONE DATA SERVICES, INC.
By:		/s/ Xxxxxxx X. Xxxxx
		Name:		Xxxxxxx X. Xxxxx
		Title:		President and Chief Executive Officer

[Signature Page to Supplemental Indenture]

PROTECTION ONE ALARM MONITORING OF MASS., INC.
By:		/s/ Xxxxxxx X. Xxxxx
		Name:		Xxxxxxx X. Xxxxx
		Title:		President and Chief Executive Officer
MONITAL SIGNAL CORPORATION
By:		/s/ Xxxxxxx X. Xxxxx
		Name:		Xxxxxxx X. Xxxxx
		Title:		President and Chief Executive Officer
ADT CANADA HOLDINGS, INC.
By:		/s/ Xxxxxxx X. Xxxxx
		Name:		Xxxxxxx X. Xxxxx
		Title:		President
ADT HOLDINGS, INC.
By:		/s/ Xxxxxxx X. Xxxxx
		Name:		Xxxxxxx X. Xxxxx
		Title:		President
ADT US HOLDINGS, INC.
By:		/s/ Xxxxxxx X. Xxxxx
		Name:		Xxxxxxx X. Xxxxx
		Title:		President

[Signature Page to Supplemental Indenture]

ADT INVESTMENTS, INC.
By:		/s/ Xxxxxxx X. Xxxxx
		Name:		Xxxxxxx X. Xxxxx
		Title:		President
ADT LLC
By:		/s/ Xxxxxxx X. Xxxxx
		Name:		Xxxxxxx X. Xxxxx
		Title:		President
ELECTRO SIGNAL LAB, INC.
By:		/s/ Xxxxxxx X. Xxxxx
		Name:		Xxxxxxx X. Xxxxx
		Title:		President
S2 MERGERSUB INC.
By:		/s/ Xxxxxxx X. Xxxxx
		Name:		Xxxxxxx X. Xxxxx
		Title:		President

[Signature Page to Supplemental Indenture]

XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:		/s/ Xxxxxx Xxxx
		Name:		Xxxxxx Xxxx
		Title:		Vice President

[Signature Page to Supplemental Indenture]