EX-4.1


 Exhibit 4.1 

EXECUTION VERSION 
 SECOND
SUPPLEMENTAL INDENTURE 
 Dated as of February 1, 2017 

Among 
 APX GROUP, INC., as the
Issuer, 
 the Guarantors party hereto 

and 
 WILMINGTON TRUST, NATIONAL
ASSOCIATION, 
 as Trustee and Collateral Agent 

7.875% SENIOR SECURED NOTES DUE 2022 






 This SECOND SUPPLEMENTAL INDENTURE, dated as of February 1, 2017 (this “Supplemental
Indenture”), among APX GROUP, INC. (the “Issuer”), as issuer, the Guarantors party hereto (the “Guarantors”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Collateral Agent under the Indenture
referred to below. 
 W I T N E S S E T H: 

WHEREAS, the Issuer, the Guarantors, the Trustee and the Collateral Agent are party to an Indenture, dated as of May 26, 2016 (the
“Base Indenture”) as amended or supplemented by the First Supplemental Indenture, dated as of August 17, 2016 (the “First Supplemental Indenture” and, together with the Base Indenture, the
“Indenture”) relating to the issuance from time to time by the Issuer of senior notes in series; 
 WHEREAS, pursuant to
the Base Indenture, the Issuer initially issued $500.0 million of its 7.875% Senior Secured Notes due 2022 (the “Initial Notes”); 

WHEREAS, pursuant to the First Supplemental Indenture, the Issuer issued an additional $100.0 million of its 7.875% Senior Secured Notes due
2022 (together with the Initial Notes, the “Existing Notes”); 
 WHEREAS, Section 9.01(g) of the Base Indenture
provides that the Issuer may provide for the issuance of Additional Notes as permitted by Section 2.01 therein; 
 WHEREAS, the Issuer
wishes to issue an additional $300.0 million of its 7.875% Senior Secured Notes due 2022 as Additional Notes (as defined in the Base Indenture) under the Base Indenture (the “Additional Securities”); 

WHEREAS, in connection with the issuance of the Additional Securities, the Issuer and the Guarantors have each duly authorized the execution
and delivery of this Supplemental Indenture; and 
 WHEREAS, pursuant to Sections 2.01 and 9.01 of the Base Indenture, the parties hereto
are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Holder; 
 NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Guarantors and the Trustee and Collateral Agent mutually covenant and agree for the benefit of
the Holders of the Notes as follows: 
 1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Base Indenture
or in the preamble or recital hereto are used herein as so defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as
a whole and not to any particular section hereof. 
 2. Additional Notes. As of the date hereof, the Issuer will issue the Additional
Securities. The Additional Securities issued pursuant to this Supplemental Indenture constitute Additional Notes issued pursuant to Section 2.01 of the Base Indenture and shall be consolidated with and form a single class with the Existing
Notes previously established pursuant to the Base Indenture. The Additional Securities shall have the same terms and conditions in all respects as the Existing Notes, except that the issue date of the Additional Securities shall be February 1,
2017, the initial Interest Payment Date for the Additional Securities shall be June 1, 2017, interest on the Additional Securities will accrue from December 1, 2016 and the Additional Notes shall be subject to the Registration Rights
Agreement, dated the date 






 hereof, among the Issuer, the Guarantors, and Merrill Lynch, Pierce, Fenner & Smith
Incorporated as representative of the several initial purchasers. Subject to the foregoing, the Additional Securities shall be substantially in the form of Exhibit A to the Base Indenture. 

3. Aggregate Principal Amount. The aggregate principal amount of the Additional Securities that may be authenticated and delivered
pursuant to this Supplemental Indenture shall be $300.0 million. 
 4. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE ISSUER, THE GUARANTORS, THE TRUSTEE, AND THE COLLATERAL AGENT (1) AGREE TO SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT
LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE OR THE ADDITIONAL NOTES AND (2) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE ADDITIONAL NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. 

5. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all
respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or
hereafter authenticated and delivered shall be bound hereby. Neither the Trustee nor the Collateral Agent makes any representation or warranty as to the validity or sufficiency of this Supplemental Indenture or as to the accuracy of the recitals to
this Supplemental Indenture. 
 6. Counterparts. The parties hereto may sign one or more copies of this Supplemental Indenture in
counterparts, all of which together shall constitute one and the same agreement. 
 7. Headings. The section headings herein are for
convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof. 

[Signature Pages Follow] 

  
 -2- 







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

			
	APX GROUP, INC.
		
	By:	 	 /s/ Dale R. Gerard

	Name:	 	Dale R. Gerard
	Title:	 	Senior Vice President of Finance and Treasurer
	
	APX GROUP HOLDINGS, INC.
		
	By:	 	 /s/ Dale R. Gerard

	Name:	 	Dale R. Gerard
	Title:	 	Senior Vice President of Finance and Treasurer
	
	 VIVINT, INC.
 SMART HOME PROS,
INC.
 VIVINT PURCHASING, LLC

	 AP AL LLC
 VIVINT WIRELESS, INC.

FARMINGTON IP LLC

	 IPR LLC
 SMARTROVE INC.

SPACE MONKEY, LLC

	 VIVINT FIREWILD, LLC
 313 AVIATION,
LLC
 VIVINT LOUISIANA LLC

	VIVINT GROUP, INC.
		
	By:	 	 /s/ Dale R. Gerard

	Name:	 	Dale R. Gerard
	Title:	 	Senior Vice President of Finance and Treasurer



  
 [Signature Pages to
Second Supplemental Indenture] 







 
			
	 WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee and Collateral Agent

		
	By:	 	 /s/ Jack T. Needham, Jr.

	Name:	 	Jack T. Needham, Jr.
	Title:	 	Vice President
		 	



  
 [Signature Pages to
Second Supplemental Indenture]