Exhibit 10.1


TERMINATION AGREEMENT

This Termination Agreement (this “Agreement”), dated as of January 27, 2021 (the “Execution Date”), is entered into by and among Monitronics International, Inc., a Delaware corporation (the “Company”) and the Holders signatory to this Agreement (the “Holders”).

WHEREAS, the Company and the Holders constitute all of the parties to that certain registration rights agreement, dated as of August 30, 2019 (the “Registration Rights Agreement”);

WHEREAS, pursuant to Section 16(f) of the Registration Rights Agreement, no amendment, modification, or termination of the Registration Rights Agreement shall be binding upon any party thereto unless executed in writing by such party; and

WHEREAS, the Company and the Holders desire that the Registration Rights Agreement be terminated.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.The Registration Rights Agreement, and all rights and obligations of the parties thereunder, shall be terminated in their entirety immediately upon the execution of this Agreement on the Execution Date without any other action by or notice to any party hereto.

2.Each party hereby waives any and all claims and rights that it may have under the terms of the Registration Rights Agreement, whether now existing or hereafter arising from circumstances that exist as of the Execution Date.

3.This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (without giving effect to the choice of law principles thereof). This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same agreement, and all signatures need not appear on any one counterpart.



[Signatures Follow]




COMPANY:
 MONITRONICS INTERNATIONAL, INC.
By:/s/ William E. Niles
  Name: William E. Niles
  Title: Chief Executive Officer
HOLDERS:
CRF3 INVESTMENTS I S.À R.L.
By:
/s/ Besar Muhameti
Name: Besar Muhameti
Title: Manager
CRF3 INVESTMENTS I S.À R.L.
By:
/s/ Quentin Leveque
Name: Quentin Leveque
Title: Manager





 
ALLIANCEBERNSTEIN L.P., on behalf of
AB UNCONSTRAINED FUND, INC
By:
/s/ Paul A. Emerson

  
Name: Paul A. Emerson
  
Title: Assistant Secretary
ALLIANCEBERNSTEIN L.P., on behalf of
AB SICAV I-MULTI-SECTOR CREDIT PORTFOLIO
By:
/s/ Paul A. Emerson
Name: Paul A. Emerson
Title: Assistant Secretary
ALLIANCEBERNSTEIN L.P., on behalf of
AB SICAV I-US HIGH YIELD PORTFOLIO
By:
/s/ Paul A. Emerson
Name: Paul A. Emerson
Title: Assistant Secretary
ALLIANCEBERNSTEIN L.P., on behalf of
AB SICAV I-GLOBAL INCOME PORTFOLIO
By:
/s/ Paul A. Emerson
Name: Paul A. Emerson
Title: Assistant Secretary
ALLIANCEBERNSTEIN L.P., on behalf of
AB SICAV I - ALL MARKET INCOME PORTFOLIO
By:
/s/ Paul A. Emerson
Name: Paul A. Emerson
Title: Assistant Secretary



 
ALLIANCEBERNSTEIN L.P., on behalf of
TEACHERS’ RETIREMENT SYSTEM OF LOUISIANA
By:
/s/ Paul A. Emerson
  
Name: Paul A. Emerson
  
Title: Assistant Secretary
ALLIANCEBERNSTEIN L.P., on behalf of
KAISER FOUNDATION HOSPITALS
By:
/s/ Paul A. Emerson
Name: Paul A. Emerson
Title: Assistant Secretary
ALLIANCEBERNSTEIN L.P., on behalf of
KAISER PERM GROUP TRUST
By:
/s/ Paul A. Emerson
Name: Paul A. Emerson
Title: Assistant Secretary
ALLIANCEBERNSTEIN L.P., on behalf of
AB BOND FUND, INC - AB INCOME FUND
By:
/s/ Paul A. Emerson
Name: Paul A. Emerson
Title: Assistant Secretary
ALLIANCEBERNSTEIN L.P., on behalf of
AB HIGH INCOME FUND, INC
By:
/s/ Paul A. Emerson
Name: Paul A. Emerson
Title: Assistant Secretary



 
ALLIANCEBERNSTEIN L.P., on behalf of
ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC
By:
/s/ Paul A. Emerson
  
Name: Paul A. Emerson
  
Title: Assistant Secretary
ALLIANCEBERNSTEIN L.P., on behalf of
AB FCP I-GLOBAL HIGH YIELD PORTFOLIO
By:
/s/ Paul A. Emerson
Name: Paul A. Emerson
Title: Assistant Secretary
ALLIANCEBERNSTEIN L.P., on behalf of
THE STATE OF CONNECTICUT
By:
/s/ Paul A. Emerson
Name: Paul A. Emerson
Title: Assistant Secretary
ALLIANCEBERNSTEIN L.P., on behalf of
AB COLLECTIVE INVESTMENT TRUST SERIES - AB US HIGH YIELD
COLLECTIVE TRUST
By:
/s/ Paul A. Emerson
Name: Paul A. Emerson
Title: Assistant Secretary
ALLIANCEBERNSTEIN L.P., on behalf of
AB BOND FUND, INC. - AB FLEXFEE HIGH YIELD PORTFOLIO
By:
/s/ Paul A. Emerson
Name: Paul A. Emerson
Title: Assistant Secretary



 
ALLIANCEBERNSTEIN L.P., on behalf of
THE AB PORTFOLIOS - AB ALL MARKET TOTAL RETURN PORTFOLIO
By:
/s/ Paul A. Emerson
  
Name: Paul A. Emerson
  
Title: Assistant Secretary








 
BRIGADE LEVERAGED CAPITAL STRUCTURES FUND LTD
By:/s/ Patrick Criscillo
  Name: Patrick Criscillo
  Title: CFO of Investment Manager
MEDIOLANUM BEST BRANDS
By:/s/ Patrick Criscillo
Name: Patrick Criscillo
Title: CFO of Investment Manager
SC CREDIT OPPS MANDATE, LLC
By:/s/ Patrick Criscillo
Name: Patrick Criscillo
Title: CFO of Investment Manager
PANTHER BCM LLC
By:/s/ Patrick Criscillo
Name: Patrick Criscillo
Title: CFO of Investment Manager
FUTURE DIRECTIONS CREDIT OPPORTUNITIES FUND
By:/s/ Patrick Criscillo
Name: Patrick Criscillo
Title: CFO of Investment Manager
THE COCA-COLA COMPANY MASTER RETIREMENT TRUST
By:/s/ Patrick Criscillo
Name: Patrick Criscillo
Title: CFO of Investment Manager




 
GIC PRIVATE LIMITED
By:/s/ Patrick Criscillo
  Name: Patrick Criscillo
  Title: CFO of Investment Manager
ILLINOIS STATE BOARD OF INVESTMENT
By:/s/ Patrick Criscillo
Name: Patrick Criscillo
Title: CFO of Investment Manager
BRIGADE CREDIT FUND II LTD.
By:/s/ Patrick Criscillo
Name: Patrick Criscillo
Title: CFO of Investment Manager
BIG RIVER GROUP FUND SPC LLC
By:/s/ Patrick Criscillo
Name: Patrick Criscillo
Title: CFO of Investment Manager
SEI INSTITUTIONAL MANAGED TRUST - MULTI-STRATEGY ALTERNATIVE FUND
By:/s/ Patrick Criscillo
Name: Patrick Criscillo
Title: CFO of Investment Manager
BIG RIVER GROUP FUND SPC LLC
By:/s/ Patrick Criscillo
Name: Patrick Criscillo
Title: CFO of Investment Manager




 SEI INSTITUTIONAL MANAGED TRUST - MULTI-STRATEGY ALTERNATIVE FUND
By:/s/ Patrick Criscillo
  Name: Patrick Criscillo
  Title: CFO of Investment Manager
SEI INSTITUTIONAL MANAGED TRUST - HIGH YIELD BOND FUND
By:/s/ Patrick Criscillo
Name: Patrick Criscillo
Title: CFO of Investment Manager
SEI INSTITUTIONAL INVESTMENTS TRUST - HIGH YIELD BOND FUND
By:/s/ Patrick Criscillo
Name: Patrick Criscillo
Title: CFO of Investment Manager
TCORPIM HIGH YIELD FUND
By:/s/ Patrick Criscillo
Name: Patrick Criscillo
Title: CFO of Investment Manager
SAS TRUSTEE CORPORATION
By:/s/ Patrick Criscillo
Name: Patrick Criscillo
Title: CFO of Investment Manager
U.S. HIGH YIELD BOND FUND
By:/s/ Patrick Criscillo
Name: Patrick Criscillo
Title: CFO of Investment Manager



 SEI GLOBAL MASTER FUND PLC THE SEI HIGH YIELD FIXED INCOME FUND
By:/s/ Patrick Criscillo
  Name: Patrick Criscillo
  Title: CFO of Investment Manager
JPMORGAN FUNDS - MULTI-MANAGER ALTERNATIVES FUND
By:/s/ Patrick Criscillo
Name: Patrick Criscillo
Title: CFO of Investment Manager
JPMORGAN CHASE RETIREMENT PLAN BRIGADE
By:/s/ Patrick Criscillo
Name: Patrick Criscillo
Title: CFO of Investment Manager
NEW YORK CITY FIRE DEPARTMENT PENSION FUND, SUBCHAPTER TWO
By:/s/ Patrick Criscillo
Name: Patrick Criscillo
Title: CFO of Investment Manager
LOS ANGELES COUNTY EMPLOYEES RETIREMENT ASSOCIATION
By:/s/ Patrick Criscillo
Name: Patrick Criscillo
Title: CFO of Investment Manager



 
ST. JAMES’S PLACE DIVERSIFIED BOND UNIT TRUST
By:/s/ Patrick Criscillo
  Name: Patrick Criscillo
  Title: CFO of Investment Manager
FCA US LLC MASTER RETIREMENT TRUST
By:/s/ Patrick Criscillo
Name: Patrick Criscillo
Title: CFO of Investment Manager
FCA CANADA INC. ELECTED MASTER TRUST
By:/s/ Patrick Criscillo
Name: Patrick Criscillo
Title: CFO of Investment Manager
NORTHROP GUMMAN PENSION MASTER TRUST
By:/s/ Patrick Criscillo
Name: Patrick Criscillo
Title: CFO of Investment Manager
TEACHERS’ RETIREMENT SYSTEM OF THE CITY OF NEW YORK
By:/s/ Patrick Criscillo
Name: Patrick Criscillo
Title: CFO of Investment Manager
NEW YORK CITY POLICE PENSION FUND, SUBCHAPTER 2
By:/s/ Patrick Criscillo
Name: Patrick Criscillo
Title: CFO of Investment Manager



 BRIGADE DIVERSIFIED CREDIT CIT
By:/s/ Patrick Criscillo
  Name: Patrick Criscillo
  Title: CFO of Investment Manager
GOLDMAN SACHS TRUST II - GOLDMAN SACHS MULTI-MANAGER NON-CORE FIXED INCOME FUND
By:/s/ Patrick Criscillo
Name: Patrick Criscillo
Title: CFO of Investment Manager
FEDEX CORPORATION EMPLOYEES’ PENSION TRUST
By:/s/ Patrick Criscillo
Name: Patrick Criscillo
Title: CFO of Investment Manager
DELTA MASTER TRUST
By:/s/ Patrick Criscillo
Name: Patrick Criscillo
Title: CFO of Investment Manager
CITY OF PHOENIX EMPLOYEES’ RETIREMENT PLAN
By:/s/ Patrick Criscillo
Name: Patrick Criscillo
Title: CFO of Investment Manager
BLUE FALCON LIMITED
By:/s/ Patrick Criscillo
Name: Patrick Criscillo
Title: CFO of Investment Manager



 ENSIGN PEAK ADVISORS, INC.
By:
/s/ Conrad Flake
  Name: Conrad Flake
  Title: Senior Portfolio Manager