Material Agreement - Form 8-K

Credit Agreement Amendment

On April 15, 2024 (the "Closing Date"), Prime Security Services Borrower, LLC, a Delaware limited liability company ("Prime Borrower"), Prime Security Services Holdings, LLC, a Delaware limited liability company ("Holdings"), and The ADT Security Corporation, a Delaware corporation ("ADTSC" and together with Prime Borrower, the "Borrowers"), each a direct or indirect wholly owned subsidiary of ADT Inc. ("ADT," the "Company," "we" and "our"), entered into that certain Incremental Assumption and Amendment Agreement No. 14 (the "Credit Agreement Amendment"), by and among Prime Borrower, as borrower, Holdings, ADTSC, as co-borrower, the subsidiary loan parties party thereto, the lenders party thereto and Barclays Bank PLC, as administrative agent (the "Administrative Agent"), which amends and restates that certain Thirteenth Amended and Restated First Lien Credit Agreement, dated as of July 1, 2015, as amended and restated on May 2, 2016, June 23, 2016, December 28, 2016, February 13, 2017, June 29, 2017, March 16, 2018, December 3, 2018, March 15, 2019 (effective April 4, 2019), September 23, 2019, January 27, 2021, July 2, 2021, May 10, 2023 (effective July 1, 2023) and October 13, 2023 (the "Existing Credit Agreement"), by and among Prime Borrower, as borrower, Holdings, ADTSC, as co-borrower, the lenders party thereto, the Administrative Agent and the other parties named therein (as amended and restated by the Credit Agreement Amendment, the "Amended and Restated Credit Agreement"). On the Closing Date, pursuant to the Credit Agreement Amendment, Prime Borrower refinanced its existing $1,371.6 million first lien senior secured term B-1 facility with a repriced $1,371.6 million first lien senior secured term B-1 facility (the "Repricing Transaction" and such repriced term loans, the "Repriced Term Loans").

The Repriced Term Loans require scheduled quarterly amortization payments, commencing on September 30, 2024, equal to 0.25% of the original principal amount of the Repriced Term Loans, with the remaining balance payable at maturity. The Borrowers may make voluntary prepayments on the Repriced Term Loans at any time prior to maturity at par, subject to a 1.00% prepayment premium in the event of certain specified refinancing events at any time during the first six months after the Closing Date. The Repriced Term Loans bear interest at a rate equal to, at the Borrowers' option, either (a) a term SOFR rate ("Term SOFR") with a floor of zero or (b) a base rate determined by reference to the highest of (i) the federal funds rate plus 0.50% per annum, (ii) the rate of interest per annum last quoted by The Wall Street Journal as the "Prime Rate" in the United States and (iii) the one-month adjusted term SOFR plus 1.00% per annum ("Base Rate"), in each case, plus an applicable margin of 2.25% per annum for Term SOFR loans and 1.25% per annum for Base Rate loans. The Borrowers have elected the Term SOFR alternative to apply to borrowings of the Repriced Term Loans.

Other than as described above, the loans under the Amended and Restated Credit Agreement continue to have the same terms as provided under the Existing Credit Agreement and the parties to the Amended and Restated Credit Agreement continue to have the same obligations set forth in the Existing Credit Agreement.

The foregoing description of the Credit Agreement Amendment and the Amended and Restated Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to the full text of the Credit Agreement Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein, and the full text of the Amended and Restated Credit Agreement, a copy of which is attached as Annex A to the Credit Agreement Amendment and incorporated by reference herein.