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EX-10.1 - EX-10.1 - Armored AutoGroup Inc.a12-22544_1ex10d1.htm

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 


 

FORM 8-K

 


 

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 28, 2012

 

ARMORED AUTOGROUP INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

333-180736

 

27-3620112

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

44 Old Ridgebury Road, Suite 300, Danbury, Connecticut 06810

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (203) 205-2900

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 1.01.  Entry Into a Material Definitive Agreement

 

On September 28, 2012, Armored AutoGroup Inc. (the “Company”) entered into a First Amendment to its Amended and Restated Credit Agreement, dated as of March 16, 2011, among Armored AutoGroup Intermediate  Inc., the Company, the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents parties thereto.  The First Amendment provides for increased flexibility by amending the maximum Consolidated Leverage Ratio and the minimum Consolidated Interest Coverage Ratio, but substantially all other terms of the Amended and Restated Agreement remain unchanged.

 

The foregoing description of the First Amendment is a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 2.03.     Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth in response to Item 1.01 is incorporated by reference into this Item 2.03.

 

Item 9.01.  Financial Statements and Exhibits.

 

The following documents are filed as exhibits to this Current Report on Form 8-K.

 

(d) Exhibits

 

Exhibit No.

 

Description

 

 

 

10.1

 

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.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

ARMORED AUTOGROUP INC.

 

 

 

 

Date: October 1, 2012

By:

/s/ Frank Judge

 

 

Name:

Frank Judge

 

 

Title:

Vice President, General Counsel and Secretary

 

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EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

10.1

 

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.

 

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