VIKING ACQUISITION INC. AND WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE 9¼% Senior Notes due 2018Indenture • April 13th, 2012 • Armored AutoGroup Inc. • New York
INDENTURE dated as of November 5, 2010, among VIKING ACQUISITION INC., a Delaware corporation (the “Issuer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Trustee”), as Trustee.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 13th, 2012 • Armored AutoGroup Inc. • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of November 5, 2010 (the “Agreement”), is entered into by and among Viking Acquisition Inc., a Delaware corporation (the “Company”) and J.P. Morgan Securities LLC for itself and on behalf of RBC Capital Markets Corporation and Natixis Securities North America Inc. (the “Initial Purchasers”).
AMENDED AND RESTATED CREDIT AGREEMENT among VIKING INTERMEDIATE INC., VIKING ACQUISITION INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, NATIXIS, NEW YORK BRANCH, as Syndication Agent, ROYAL BANK OF CANADA, as Documentation...Credit Agreement • April 13th, 2012 • Armored AutoGroup Inc. • New York
GUARANTEE AND COLLATERAL AGREEMENT made by VIKING INTERMEDIATE INC., VIKING ACQUISITION INC. and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of November 5, 2010Guarantee and Collateral Agreement • April 13th, 2012 • Armored AutoGroup Inc. • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of November 5, 2010, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Credit Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among VIKING INTERMEDIATE INC., a Delaware corporation (“Holdings”), VIKING ACQUISITION INC., a Delaware corporation (the “Borrower”), the Lenders and the Administrative Agent.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OFLimited Liability Company Agreement • April 13th, 2012 • Armored AutoGroup Inc. • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of April , 2011, and effective as of November 3, 2010, of AA Group (U.S.) - A LLC, a Delaware limited liability company (the “Company”), is entered into by the undersigned (the “Member”).
CONSULTING AGREEMENTConsulting Agreement • March 27th, 2015 • Armored AutoGroup Inc. • Wholesale-motor vehicle supplies & new parts • New York
This CONSULTING AGREEMENT (this “Agreement”), dated as of January 28, 2013, is by and between IDQ Operating, Inc., a Delaware corporation (the “Company”), and Windy Hill Investments LLC, a Michigan limited liability company (the “Consultant”). Each of the Company and Consultant are sometimes hereinafter referred to as a “Party” or together as the “Parties”.
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED AS OF MARCH 17, 2014 AMONG ARMORED AUTOGROUP PARENT INC. AVISTA CAPITAL PARTNERS II, L.P. AVISTA CAPITAL PARTNERS (OFFSHORE) II, L.P. AVISTA CAPITAL PARTNERS (OFFSHORE) II-A, L.P. ACP VIKING CO-INVEST,...Stockholders Agreement • March 19th, 2014 • Armored AutoGroup Inc. • Wholesale-motor vehicle supplies & new parts • Delaware
THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of March 17, 2014, amends and restates in its entirety the Stockholders Agreement dated as of November 5, 2010 (the “Original Stockholders Agreement”) among Armored AutoGroup Parent Inc. (formerly known as Viking Parent Inc.), together with its successors (the “Company”), Avista Capital Partners II, L.P., a Delaware limited partnership (“Avista”), Avista Capital Partners (Offshore) II, L.P., a Bermuda exempted limited partnership (“Avista Offshore”), Avista Capital Partners (Offshore) II-A, L.P., a Bermuda exempted limited partnership (together with Avista and Avista Offshore, the “Avista Funds”), ACP Viking Co-Invest, LLC, a Delaware limited liability company (the “Avista Syndication Vehicle”), KI-IDQ 2012 Holdings, LLC, a Delaware limited liability company (“Kinderhook”), the individuals listed on the signature pages and/or Annex A hereto as Management Stockholders and the Persons who from time to time beco
ADVISORY SERVICES AND MONITORING AGREEMENTAdvisory Services and Monitoring Agreement • April 13th, 2012 • Armored AutoGroup Inc. • New York
This ADVISORY SERVICES AND MONITORING AGREEMENT (this “Agreement”) is entered into as of November 5, 2010, by and between Viking Acquisition Inc., a Delaware corporation (the “Company”) and Avista Capital Holdings, L.P., a Delaware limited partnership (“Advisor”).
To: Derek Gordon From: Robin Trainor Subject: Employment Separation Agreement and ReleaseEmployment Separation Agreement and Release • April 13th, 2012 • Armored AutoGroup Inc. • Connecticut
This Employment Separation Agreement and Release (“Agreement and Release”) confirms our mutual understanding regarding your rights and benefits in relation to your termination of employment with Armored AutoGroup Inc., its predecessor companies, affiliates, subsidiaries and business units, past and present (“AAG” or the “Company”). By signing this Agreement and Release, you hereby acknowledge that these benefits are in full satisfaction of all rights to termination or severance related benefits for which you may have been eligible or may claim to be eligible under any agreement, promise or program, whether written or oral, express or implied.
AGREEMENTSeverance Agreement • March 27th, 2015 • Armored AutoGroup Inc. • Wholesale-motor vehicle supplies & new parts • Connecticut
AGREEMENT (this “Agreement”) dated as of March 25, 2015, by and between Armored AutoGroup Parent Inc. (the “Company”), and Michael Bauersfeld (the “Employee”).
Indenture Supplement for Joinder of GuarantorsIndenture Supplement for Joinder of Guarantors • April 13th, 2012 • Armored AutoGroup Inc. • New York
This Supplemental Indenture (this “Supplemental Indenture”) is entered into as of November 5, 2010 by and among Viking Acquisition Inc., a Delaware corporation (the “Issuer”), the Guarantors listed on Schedule I hereto (the “Guarantors”) and Wells Fargo Bank, National Association (the “Trustee”), as Trustee under the Indenture referred to below.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 27th, 2015 • Armored AutoGroup Inc. • Wholesale-motor vehicle supplies & new parts • Delaware
EMPLOYMENT AGREEMENT (this “Agreement”) dated as of March 17, 2014 between Armored AutoGroup Parent Inc., a Delaware corporation (the “Company”) and Michael Klein (the “Executive”).
Viking Parent Inc. 2010 Equity Incentive Plan NONQUALIFIED STOCK OPTION AWARD AGREEMENTNonqualified Stock Option Award Agreement • April 13th, 2012 • Armored AutoGroup Inc. • Delaware
THIS AGREEMENT (the “Award Agreement”) is made effective as of (the “Date of Grant”), between Armored AutoGroup Parent Inc., a Delaware corporation (the “Company”), and (the “Participant”):
CONSULTING AGREEMENTConsulting Agreement • April 13th, 2012 • Armored AutoGroup Inc.
AGREEMENT made as of this 1st day of October, 2011 by and between Dan Steimle (hereinafter referred to as “Consultant”) and Armored AutoGroup Inc., a corporation organized under the laws of the state of Delaware (hereinafter referred to as “Company”).
TRANSITION AGREEMENTTransition Agreement • March 27th, 2015 • Armored AutoGroup Inc. • Wholesale-motor vehicle supplies & new parts • Delaware
THIS TRANSITION AGREEMENT (the “Agreement”) dated March 24, 2014 by and among Armored AutoGroup Parent, Inc., a Delaware corporation (“Parent”), Armored AutoGroup Inc., a Delaware corporation (the “Company”), and David P. Lundstedt (“Executive”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 27th, 2015 • Armored AutoGroup Inc. • Wholesale-motor vehicle supplies & new parts • New York
EMPLOYMENT AGREEMENT (this “Agreement”) dated as of May 10, 2010 between IDQ Acquisition Corp., a Delaware corporation (the “Company”) and Gerard F. Rooney (the “Executive”).
ARMORED AUTO GROUP PARENT INC. 2010 EQUITY INCENTIVE PLAN EMPLOYEE OPTION GRANT AWARD AGREEMENTEmployee Option Grant Award Agreement • March 27th, 2015 • Armored AutoGroup Inc. • Wholesale-motor vehicle supplies & new parts • Delaware
THIS AGREEMENT (this “Agreement”) is made as of [Date] (the “Grant Date”), between Armored Auto Group Parent Inc. (f/k/a Viking Parent Inc.), a Delaware corporation (the “Company”), and [Name] (the “Grantee”). Capitalized terms, unless defined in Section 9 or a prior section of this Agreement, shall have the same meanings as in the Viking Parent Inc. 2010 Equity Incentive Plan (the “Plan”).
FIRST AMENDMENTCredit Agreement • October 1st, 2012 • Armored AutoGroup Inc. • Wholesale-motor vehicle supplies & new parts • New York
FIRST AMENDMENT, dated as of September 28, 2012 (this “First Amendment”), to the Amended and Restated Credit Agreement, dated as of March 16, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Armored Autogroup Intermediate Inc., Armored Autogroup Inc. (the “Borrower”), the several lenders from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto.
ARMORED AUTOGROUP PARENT INC. BOARD SERVICES AND CONSULTING AGREEMENTBoard Services and Consulting Agreement • March 27th, 2015 • Armored AutoGroup Inc. • Wholesale-motor vehicle supplies & new parts • Delaware
THIS BOARD SERVICES AND CONSULTING AGREEMENT (this “Agreement”) is entered into this 17th day of March, 2014 by and between Armored AutoGroup Parent Inc., a Delaware corporation (the “Company”), and Allen Yurko (the “Board Member”).
Joinder to Registration Rights AgreementJoinder to Registration Rights Agreement • April 13th, 2012 • Armored AutoGroup Inc. • New York
Reference is made to the Registration Rights Agreement (the “Registration Rights Agreement”) dated as of November 5, 2010 by and among Viking Acquisition Inc., a Delaware corporation (the “Company”), and J.P. Morgan Securities LLC (“J.P. Morgan”),for itself and on behalf of RBC Capital Markets Corporation and Natixis Securities North America Inc. ( together with J.P. Morgan, the “Initial Purchasers”) concerning the sale by the Company to the Initial Purchasers of $275.0 million aggregate principal amount of the Company’s 9.250% Senior Notes due 2018 (the “Securities”). Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Registration Rights Agreement.
SEPARATION AGREEMENTSeparation Agreement • March 27th, 2015 • Armored AutoGroup Inc. • Wholesale-motor vehicle supplies & new parts • Connecticut
Armored AutoGroup Inc. (“Company”) and J. Andrew Bolt (“Employee” or “You”) hereby agree to the following terms and conditions of separation from the Company:
CONSULTING AGREEMENTConsulting Agreement • April 13th, 2012 • Armored AutoGroup Inc.
AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • April 13th, 2012 • Armored AutoGroup Inc. • New York
Reference is made to that certain Purchase and Sale Agreement (the “Agreement”), dated as of September 21, 2010, by and between The Clorox Company, a Delaware corporation (“Clorox Parent”), and Viking Acquisition Inc., a Delaware corporation (“Purchaser”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. This amendment of the Agreement is hereinafter referred to as this “Amendment”.
ARMORED AUTOGROUP PARENT INC. BOARD SERVICES AND CONSULTING AGREEMENTBoard Services and Consulting Agreement • March 27th, 2015 • Armored AutoGroup Inc. • Wholesale-motor vehicle supplies & new parts • Delaware
THIS BOARD SERVICES AND CONSULTING AGREEMENT (this “Agreement”) is entered into this 1st day of June, 2014 by and between Armored AutoGroup Parent Inc., a Delaware corporation (the “Company”), and Lisa R. Kranc (the “Board Member”).
FIRST AMENDMENT TO CONSULTING AGREEMENT (Las Colinas)Consulting Agreement • March 27th, 2015 • Armored AutoGroup Inc. • Wholesale-motor vehicle supplies & new parts • New York
This FIRST AMENDMENT TO CONSULTING AGREEMENT (this “Amendment”), is entered into as of March 17, 2014 by and between IDQ Operating, Inc. (the “Company”), and Las Colinas Investments, LLC (the “Consultant”).
FIRST AMENDMENT TO CONSULTING AGREEMENT (Windy Hill)Consulting Agreement • March 27th, 2015 • Armored AutoGroup Inc. • Wholesale-motor vehicle supplies & new parts • New York
This FIRST AMENDMENT TO CONSULTING AGREEMENT (this “Amendment”), is entered into as of March 17, 2014 by and between IDQ Operating, Inc. (the “Company”), and Windy Hill Investments LLC, a Michigan limited liability company (the “Consultant”).
To: Dan Steimle From: Robin Trainor Subject: Employment Separation Agreement and ReleaseEmployment Separation Agreement and Release • April 13th, 2012 • Armored AutoGroup Inc. • Connecticut
This Employment Separation Agreement and Release (“Agreement and Release”) confirms our mutual understanding regarding your rights and benefits in relation to your termination of employment with Armored AutoGroup Inc., its predecessor companies, affiliates, subsidiaries and business units, past and present (“AAG” or the “Company”). By signing this Agreement and Release, you hereby acknowledge that these benefits are in full satisfaction of all rights to termination or severance related benefits for which you may have been eligible or may claim to be eligible under any agreement, promise or program, whether written or oral, express or implied.
SHARED SERVICES AND SUPPLY AGREEMENT among ARMORED AUTOGROUP PARENT INC. ARMORED AUTOGROUP INC. IDQ ACQUISITION CORP. IDQ HOLDINGS, INC. and IDQ OPERATING, INC. Dated March 17, 2014Shared Services and Supply Agreement • March 17th, 2014 • Armored AutoGroup Inc. • Wholesale-motor vehicle supplies & new parts • Delaware
THIS SHARED SERVICES AND SUPPLY AGREEMENT (this “Agreement”) is made and entered into as of March 17, 2014 (“Effective Date”) by and among Armored AutoGroup Parent Inc., a Delaware corporation (“Parent”), Armored AutoGroup Inc., a Delaware corporation and indirect wholly-owned subsidiary of Parent (“AAG”), IDQ Acquisition Corp., a Delaware corporation (“IDQ Acquisition”), IDQ Holdings, Inc., a Delaware corporation and direct wholly-owned subsidiary of IDQ Acquisition (“IDQ Holdings”), and IDQ Operating, Inc., a New York corporation and direct wholly-owned subsidiary of IDQ Holdings (“IDQ Operating” and, together with IDQ Acquisition and IDQ Holdings, “IDQ”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 13th, 2012 • Armored AutoGroup Inc. • Delaware
subsequently be discovered, it is his intention to fully settle and release all claims he may have against the Company and the persons and entities described above, whether known, unknown or suspected. Executive does not waive his right to file a charge with the Equal Employment Opportunity Commission (“EEOC”) or participate in an investigation conducted by the EEOC; provided, however, Executive expressly waives his right to monetary or other relief should any administrative agency, including but not limited to the EEOC, pursue any claim on Executive’s behalf. The released parties described in this Paragraph 1 are intended third-party beneficiaries of this Release, and this Release may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to such released parties hereunder.
PURCHASE AND SALE AGREEMENT between THE CLOROX COMPANY and VIKING ACQUISITION INC. Dated as of September 21, 2010Purchase and Sale Agreement • April 13th, 2012 • Armored AutoGroup Inc. • New York
Armored AutoGroup Parent Inc. 2010 Equity Incentive Plan AMENDED AND RESTATED NONQUALIFIED STOCK OPTION AWARD AGREEMENTNonqualified Stock Option Award Agreement • March 27th, 2015 • Armored AutoGroup Inc. • Wholesale-motor vehicle supplies & new parts • Delaware
THIS AMENDED AND RESTATED AGREEMENT (the “Award Agreement”) is dated as of [DATE] and was initially effective as of [GRANT DATE] (the “Date of Grant”), between Armored AutoGroup Parent Inc. (f/k/a Viking Parent, Inc.), a Delaware corporation (the “Company”), and [NAME] (the “Participant”):
SECOND AMENDMENTCredit Agreement • March 27th, 2015 • Armored AutoGroup Inc. • Wholesale-motor vehicle supplies & new parts • New York
SECOND AMENDMENT, dated as of March 11, 2014 (this “Second Amendment”), to the Amended and Restated Credit Agreement, dated as of March 16, 2011 (as amended by the First Amendment, dated as of September 28, 2012, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Armored Autogroup Intermediate Inc., Armored Autogroup Inc. (the “Borrower”), the several lenders from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto.
