Item 1.01. Entry into a Material Definitive Agreement.

Asset Purchase Agreement



On June 17, 2020, Monitronics International, Inc. (the "Company"), as buyer,
entered into an Asset Purchase Agreement (the "Asset Purchase Agreement") with
Protect America, Inc. ("Protect America"), as seller. Pursuant to the Asset
Purchase Agreement, the Company acquired (the "Acquisition") certain contracts
for the provision of alarm detection and related services (the "Accounts"),
related accounts receivable, intellectual property and equipment inventory of
Protect America. The Asset Purchase Agreement provides for an up-front purchase
price of $16.6 million cash at closing, subject to certain adjustments. The
Asset Purchase Agreement also provides for 50 monthly payments ("Earnout
Payments") consisting of a portion of the revenue attributable to the Accounts,
subject to adjustment for Accounts that are no longer active. The Asset Purchase
Agreement provides for the acceleration of Earnout Payments upon a Change of
Control (as specified in the Asset Purchase Agreement) or the sale of more than
5% of Active Accounts (as defined in the Asset Purchase Agreement).

The Asset Purchase Agreement contains customary representations, warranties and
covenants. Pursuant to the terms of the Asset Purchase Agreement, the Company
shall indemnify Protect America for breaches of its representations and
warranties, breaches of covenants and any assumed liabilities. The
representations and warranties set forth in the Asset Purchase Agreement
generally survive for one year following the closing, with longer survival
periods for certain fundamental representations and warranties.

The foregoing description of the Asset Purchase Agreement is a summary, and does
not purport to be complete, and is subject to, and qualified in its entirety by
reference to, the Asset Purchase Agreement, a copy of which is attached hereto
as Exhibit 10.1, and is incorporated herein by reference.

Amendments to Credit Agreements



On June 17, 2020, the Company entered into Amendment No. 1 (the "Exit Facilities
Amendment") to the Senior Secured Credit Agreement dated as of August 30, 2019
(as amended, the "Exit Credit Facilities Credit Agreement"), by and among the
Company, as borrower, each of its direct and indirect domestic subsidiaries from
time to time party thereto as guarantors, Encina Private Credit SPV, LLC, as
administrative agent, swingline lender and L/C Issuer and the lenders from time
to time party thereto, and Amendment No. 1 (the "Takeback Facility Amendment"
and, collectively with the Exit Facilities Amendment, the "Amendments") to the
Loan Agreement dated as of August 30, 2019 (as amended, the "Takeback Loan
Facility Credit Agreement" and, collectively with the Exit Credit Facilities
Credit Agreement, the "Credit Agreements"), by and among the Company, as
borrower, each of its direct and indirect subsidiaries from time to time party
thereto as guarantors, Cortland Capital Market Services LLC, as administrative
agent and the lenders from time to time party thereto.

The Amendments amended the applicable Credit Agreement to, among other things,
(a) exclude earnouts, holdbacks, and similar payments (including the Earnout
Payment) from consideration in the determination of the maximum amount of bulk
purchases of alarm monitoring contracts permitted annually, (b) limit the
recurring monthly revenue attributable to monitoring contracts with an active
earnout, holdback or similar payment for the calculation of certain leverage
ratios, (c) limit the annual amount permitted to be paid by the Company to buy
out, accelerate, or settle any earnout, holdback or similar payments for future
acquisitions structured similarly to the Acquisition prior to the original due
date of such payments and (d) permit a board observer appointed by a majority of
the lenders party to the Takeback Loan Facility Credit Agreement to attend
meetings of the board of directors of the Company.

The foregoing description of the Amendments is a summary, and does not purport
to be complete, and is subject to, and qualified in its entirety by reference
to, the Exit Facilities Amendment and the Takeback Facility Amendment, as
applicable, copies of which are attached hereto as Exhibit 10.2 and 10.3,
respectively, and are incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets

The information set forth in Item 1.01 above relating to the Asset Purchase Agreement is incorporated by reference into this Item 2.01.

Item 8.01. Other Events



On June 17, 2020, the Company issued a press release announcing the Acquisition.
The press release is attached as Exhibit 99.1 hereto and is incorporated herein
by reference.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



  Exhibit No.                                            Description
      10.1                Asset Purchase Agreement by and between

Monitronics International, Inc. and

Protect America, Inc., dated as of June 17, 2020

(certain portions of which


                        have been omitted).
      10.2                Form of Amendment No. 1, dated June 17, 2020, to

the Senior Secured Credit


                        Agreement, by and among Monitronics International,

Inc., Encina Private

Credit SPV, LLC, as administrative agent, swingline

lender and L/C Issuer,


                        and certain other parties thereto.
      10.3                Form of Amendment No. 1, dated June 17, 2020, to

the Loan Agreement, by and


                        among Monitronics International, Inc., Cortland

Capital Market Services LLC,


                        as administrative agent, and certain other parties

thereto.


      99.1                Press Release issued by Monitronics

International, Inc. on June 17, 2020.


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