INDENTURE Dated as of November 16, 2012 Among APX GROUP, INC., as the Issuer, the Guarantors from time to time party hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Collateral Agent 6.375% SENIOR SECURED NOTES DUE 2019Indenture • September 12th, 2013 • APX Group Holdings, Inc. • New York
INDENTURE, dated as of November 16, 2012, among APX Group, Inc., a Delaware corporation, the Guarantors (as defined herein) from time to time party hereto and Wilmington Trust, National Association, a national banking association, as Trustee and Collateral Agent.
LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • September 12th, 2013 • APX Group Holdings, Inc. • Delaware
This Limited Liability Company Agreement (together with the schedules attached hereto, this “Agreement”) of AP AL LLC (the “Company”), is entered into, effective as of October 29, 2008, by APX Alarm Security Solutions, Inc., as the sole equity member (the “Member”), and Lisa A. DeDonato, as the Special Member (as defined on Schedule A hereto). Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto.
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 16, 2012, Amended and Restated as of June 28, 2013 Among APX GROUP, INC., THE GUARANTORS PARTY HERETO FROM TIME TO TIME BANK OF AMERICA, N.A., as Administrative Agent, BANK OF AMERICA, N.A.,...Credit Agreement • September 12th, 2013 • APX Group Holdings, Inc. • New York
This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of June 28, 2013, among APX GROUP, INC., a Delaware corporation ( “Borrower”), APX GROUP HOLDINGS, INC., a Delaware corporation (“Holdings”), the other Guarantors party hereto from time to time, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and BANK OF AMERICA, N.A., as Administrative Agent, as L/C Issuer and Swing Line Lender.
APX GROUP, INC. $200,000,000 8.75% Senior Notes due 2020 REGISTRATION RIGHTS AGREEMENT dated May 31, 2013Registration Rights Agreement • September 12th, 2013 • APX Group Holdings, Inc. • New York
This Registration Rights Agreement (this “Agreement”) is dated as of May 31, 2013, and is entered into by and among APX GROUP, INC., a Delaware corporation (the “Company”), the guarantors listed on Schedule I hereto (the “Guarantors”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative (the “Representative”) of the several initial purchasers named on Annex A to the Purchase Agreement referenced below (collectively, the “Initial Purchasers”).
SECURITY AGREEMENT dated as of November 16, 2012 among THE GRANTORS IDENTIFIED HEREIN and BANK of AMERICA, N.A., as Administrative AgentSecurity Agreement • September 12th, 2013 • APX Group Holdings, Inc. • New York
SECURITY AGREEMENT dated as of November 16, 2012, among the Grantors (as defined below) and Bank of America, N.A., as Administrative Agent for the Secured Parties (in such capacity, the “Administrative Agent”).
OPERATING AGREEMENT OF VIVINT PURCHASING, LLCOperating Agreement • September 12th, 2013 • APX Group Holdings, Inc. • Utah
This Operating Agreement (the “Agreement”) has been adopted by Vivint, Inc., a Utah corporation and the sole member (the “Member”) of Vivint Purchasing, LLC, a Utah limited liability company (the “Company”), effective as of June 29, 2011.
MANAGEMENT SUBSCRIPTION AGREEMENT (Incentive Units)Management Subscription Agreement • September 12th, 2013 • APX Group Holdings, Inc. • Utah
THIS MANAGEMENT SUBSCRIPTION AGREEMENT (this “Agreement”) by and between 313 Acquisition LLC, a Delaware limited liability company (the “Company”), and the individual named on the Master Signature Page hereto (“Executive”) is made as of the date set forth on such Master Signature Page hereto.
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • September 12th, 2013 • APX Group Holdings, Inc. • New York
First Supplemental Indenture (this “Supplemental Indenture”), dated as of December 20, 2012 among 313 Aviation, LLC (the “Guaranteeing Subsidiary”), a subsidiary of APX Group, Inc., a Delaware corporation (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • September 12th, 2013 • APX Group Holdings, Inc. • New York
Second Supplemental Indenture (this “Supplemental Indenture”), dated as of May 14, 2013 among Vivint Wireless, Inc. (the “Guaranteeing Subsidiary”), a subsidiary of APX Group, Inc., a Delaware corporation (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”).
INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT dated as of November 16, 2012, among the other GRANTORS party hereto, BANK OF AMERICA, N.A., as Credit Agreement Collateral Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Notes Collateral Agent, and...Intercreditor and Collateral Agency Agreement • September 12th, 2013 • APX Group Holdings, Inc. • New York
INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT dated as of November 16, 2012 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among 313 GROUP INC., a Delaware corporation (prior to the merger described below, the “Borrower”) which shall be merged with and into APX GROUP, INC., a Delaware corporation on the date hereof and APX GROUP, INC. shall from and after such merger be the “Borrower” for all purposes under this Agreement, the other Grantors party hereto, BANK OF AMERICA, N.A., in its capacity as collateral agent for the Credit Agreement Secured Parties (in such capacity, the “Credit Agreement Collateral Agent”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as collateral agent for the Senior Secured Notes Secured Parties (in such capacity, the “Notes Collateral Agent”), and each ADDITIONAL COLLATERAL AGENT from time to time party hereto as collateral agent for any First Lien Obligations (as defined below) of any other Class
MANAGEMENT SUBSCRIPTION AGREEMENT (Co-Investment Units)Management Subscription Agreement • September 12th, 2013 • APX Group Holdings, Inc. • New York
THIS MANAGEMENT SUBSCRIPTION AGREEMENT (this “Agreement”) by and between 313 Acquisition LLC, a Delaware limited liability company (the “Company”), and the individual named on the Executive Master Signature Page hereto (“Executive”) is made as of the date set forth on such Executive Master Signature Page hereto.
OPERATING AGREEMENT FOR A Utah Limited Liability CompanyOperating Agreement • September 12th, 2013 • APX Group Holdings, Inc. • Utah
This OPERATING AGREEMENT (the “Agreement”) is made and entered as of November 20, 2012, by APX Group, Inc., a Delaware corporation (the “Member”), as the sole and initial Member of 313 Aviation, LLC, a Utah limited liability company (the “Company”) in order to specify the business and operation of the Company.
TRANSACTION AGREEMENTTransaction Agreement • September 12th, 2013 • APX Group Holdings, Inc. • Delaware
This Transaction Agreement (this “Agreement”), dated the date set forth on the signature page hereto (the “Signature Page”), is among the Person designated on the Signature Page as “Buyer,” the Persons specified on the Signature Page as “APX Merger Sub,” “Solar Merger Sub” and “2GIG Merger Sub,” each of which is a Delaware corporation and a wholly owned Subsidiary of Buyer (together, the “Merger Subs,” and each, a “Merger Sub”), APX GROUP, INC., a Delaware corporation (“APX”), V SOLAR HOLDINGS, INC., a Delaware corporation (“Solar”), 2GIG TECHNOLOGIES, INC., a Delaware corporation (“2GIG,” and together with APX and Solar, the “Companies” and each, a “Company”), and the APX Representative, the Solar Representative and the 2GIG Representative (collectively, the “Representatives,” and each, a “Representative”), each acting in accordance with Article IX hereof and solely in such capacities.
SECURITY AGREEMENT dated as of November 16, 2012 among THE GRANTORS IDENTIFIED HEREIN and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral AgentSecurity Agreement • September 12th, 2013 • APX Group Holdings, Inc. • New York
SECURITY AGREEMENT dated as of November 16, 2012, among the Grantors (as defined below) and Wilmington Trust, National Association, as trustee under the Indenture (defined below) (in such capacity, the “Trustee”) and collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”).
FORM OF MANAGEMENT SUBSCRIPTION AGREEMENT (Co-Investment Units)Management Subscription Agreement • September 12th, 2013 • APX Group Holdings, Inc. • Delaware
THIS MANAGEMENT SUBSCRIPTION AGREEMENT (this “Agreement”) by and between 313 Acquisition LLC, a Delaware limited liability company (the “Company”), and the individual named on the Executive Master Signature Page hereto (“Executive”) is made as of the date set forth on such Executive Master Signature Page hereto.
