American Power Corp.(fka AMPW)

[tbone1360]

Form 8-K for AMERICAN POWER CORP.
20-Dec-2012

http://biz.yahoo.com/e/121220/ampw8-k.html

Entry into a Material Definitive Agreement, Financial Statements and Exhibit

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Amended and Restated Promissory Notes

On December 11, 2012, American Power Corp. (the "Company") entered into a Second Amended and Restated Promissory Note (the "Amended JBM Note") in connection with that certain Amended and Restated Coal Buy and Sell Agreement (the "Coal Agreement") dated as of March 26, 2012, by and between the Company and JBM Energy Company, LLC ("JBM Energy"). The Amended JBM Note replaces the Amended and Restated Promissory Note with JBM Energy dated March 26, 2012 to provide that the next payment of $100,000 due to JBM Energy will now be due upon the earlier of (i) sixty (60) days following the effective date of the registration statement on Form S-1 which the Company is filing with respect to that certain Amended and Restated Standby Equity Distribution Agreement dated as of June 13, 2012 by and between the Company and YA Global Master SPV Ltd. (the "Amended SEDA") and (ii) March 9, 2013, instead of December 9, 2012 as previously provided.

Also on December 11, 2012, the Company entered into a Second Amended and Restated Promissory Note (the "Amended Pace Note") in connection with that certain Amended and Restated Mineral Buy and Sell Agreement (the "Mineral Agreement") dated as of March 26, 2012, by and between the Company and Russell B. Pace, Jr. ("Pace"). The Amended Pace Note replaces the Amended and Restated Promissory Note with Pace dated March 26, 2012 to provide that the next payment of $100,000 due to Pace will now be due upon the earlier of (i) sixty (60) days following the effective date of the registration statement on Form S-1 which the Company is filing with respect to the Amended SEDA and (ii) March 9, 2013, instead of December 9, 2012 as previously provided. The Amended Pace Note also provides that the next payment of $200,000 due to Pace will now be due upon the earlier of (i) ninety (90) days following the effective date of the registration statement and (ii) March 9, 2013, instead of December 9, 2012 as previously provided.

Amended and Restated Escrow Agreement

On December 11, 2012, the Company entered into a Second Amended and Restated Escrow Agreement (the "Amended Escrow Agreement") by and among the Company, JBM Energy, Pace and Realty Title Company, Inc. (as escrow agent), amending and restating the terms of that certain Amended and Restated Escrow Agreement dated as March 26, 2012, by and among the same parties. The Amended Escrow Amendment reflects the terms of the Amended JBM Note and the Amended Pace Note.

The foregoing is a summary of the material amendments reflected in the Amended JBM Note, the Amended Pace Note and the Amended Escrow Amendment. This summary does not purport to be a complete description of the Amended JBM Note, the Amended Pace Note or the Amended Escrow Agreement and is qualified in its entirety by reference to the text of the Amended JBM Note, the Amended Pace Note and the Amended Escrow Agreement, copies of which are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference.


ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No. Exhibit Description

10.1 Second Amended and Restated Promissory Note dated as of December 11, 2012 pursuant to the Coal Agreement
10.2 Second Amended and Restated Promissory Note dated as of December 11, 2012 pursuant to the Mineral Agreement
10.3 Second Amended and Restated Escrow Agreement, dated as of December 11, 2012, by and among JBM Energy Company, LLC, Russell B. Pace, Jr., the Company and Realty Title Company