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”).
STOCKHOLDERS AGREEMENT DATED AS OF NOVEMBER 5, 2010 AMONG VIKING 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, LLC AND THE MANAGEMENT...Stockholders Agreement • April 13th, 2012 • Armored AutoGroup Inc. • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of November 5, 2010, is entered into among 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”), the individuals listed on the signature pages and/or Annex A hereto as Management Stockholders, and the Persons who from time to time become stockholders of the Company in accordance with this Agreement and execute and deliver a Joinder Agreement, substantially as set forth on Exhibit A attached hereto (a “Joinder Agreement”) (each of the foregoing a “Stockholder” and collectively, the “Stockholders
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.
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.
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”).
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.
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”.
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.
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
