FOURTH AMENDMENT TO CREDIT AGREEMENT
THIS FOURTH AMENDMENT (this "Amendment") dated as of April 14, 2005 and
effective in accordance with Section 3 below, is entered into by and among ARMOR
HOLDINGS, INC., as Borrower (the "Borrower"), the lenders from time to time
party to the Credit Agreement referred to below (the "Lenders"), BANK OF
AMERICA, N.A., as Administrative Agent (the "Administrative Agent"), WACHOVIA
BANK, NATIONAL ASSOCIATION, as Syndication Agent, and KEYBANK NATIONAL
ASSOCIATION, as Documentation Agent.
STATEMENT OF PURPOSE
Pursuant to the Credit Agreement dated as of August 12, 2003 (as amended,
restated, supplemented or otherwise modified, the "Credit Agreement") by and
among the Borrower, the Lenders, the Administrative Agent, the Syndication Agent
and the Documentation Agent, the Lenders have agreed to make, and have made,
certain extensions of credit to the Borrower.
The Borrower has requested that the Required Lenders amend the Credit
Agreement as provided herein. Subject to the terms and conditions set forth
herein, the Required Lenders are willing to consent to such amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, such parties
hereby agree as follows:
SECTION 1. DEFINITIONS. All capitalized terms used and not defined herein
shall have the meanings assigned thereto in the Credit Agreement.
SECTION 2. AMENDMENTS.
(a) Section 1.01 of the Credit Agreement ("Defined Terms") is hereby
amended by deleting the Defined Term "Cash Equivalents" and replacing it in its
entirety with the following:
"Cash Equivalents" means (a) securities with maturities of 90
days or less from the date of acquisition issued or fully guaranteed or
insured by the United States government or any agency thereof, (b)
certificates of deposit and eurodollar time deposits with maturities of
90 days or less from the date of acquisition and overnight bank
deposits of any Lender or of any commercial bank having capital and
surplus in excess of $500,000,000, (c) repurchase obligations of any
Lender or of any commercial bank satisfying the requirements of clause
(b) of this definition, having a term of not more than seven days with
respect to securities issued or fully guaranteed or insured by the
United States government, (d) commercial paper of a domestic issuer
rated at least A-1 or the equivalent thereof by Standard and Poor's
Ratings Group ("S&P") or P-1 or the equivalent thereof by Moody's
Investors Service, Inc. ("Moody's") and in either case maturing within
90 days after the day of acquisition, (e) securities with maturities of
90 days or less from the date
of acquisition issued or fully guaranteed by any state, commonwealth or
territory of the United States, by any political subdivision or taxing
authority of any such state, commonwealth or territory or by any
foreign government, the securities of which state, commonwealth,
territory, political subdivision, taxing authority or foreign
government (as the case may be) are rated at least "A" by S&P or "A" by
Moody's, (f) securities with maturities of 90 days or less from the
date of acquisition backed by standby letters of credit issued by any
Lender or any commercial bank satisfying the requirements of clause (b)
of this definition, (g) shares of money market mutual or similar funds
(including 3C-7 funds which are rated at least "AAA" (or equivalent) by
at least two nationally recognized rating services) or (h) bonds,
debentures, notes or other evidence of indebtedness issued in the
auction rate market with a rate reset of less than 91 days, provided
that such bonds, debentures, notes or other evidence of indebtedness,
as applicable, are rated at least "AAA" (or equivalent) by at least two
nationally recognized rating services.
SECTION 3. EFFECTIVENESS. This Amendment shall become effective on the date
that the Administrative Agent shall have received satisfactory evidence that
this Amendment has been duly executed and delivered by the Borrower, the
Guarantors and the Required Lenders.
SECTION 4. LIMITED EFFECT. Except as expressly provided in this Amendment,
the Credit Agreement and each other Loan Document shall continue to be, and
shall remain, in full force and effect and this Amendment shall not be deemed or
otherwise construed (a) to be a waiver of, or consent to or a modification or
amendment of, any other term or condition of the Credit Agreement or any other
Loan Document, (b) to prejudice any other right or remedies that the
Administrative Agent or the Lenders, or any of them, may now have or may have in
the future under or in connection with the Credit Agreement or the Loan
Documents, as such documents may be amended, restated or otherwise modified from
time to time, (c) to be a commitment or any other undertaking or expression of
any willingness to engage in any further discussion with the Borrower or any
other person, firm or corporation with respect to any waiver, amendment,
modification or any other change to the Credit Agreement or the Loan Documents
or any rights or remedies arising in favor of the Lenders or the Administrative
Agent, or any of them, under or with respect to any such documents or (d) to be
a waiver of, or consent to or a modification or amendment of, any other term or
condition of any other agreement by and among the Borrower, on the one hand, and
the Administrative Agent or any other Lender, on the other hand. References in
the Credit Agreement (including references to such Credit Agreement as amended
hereby) to "this Agreement" (and indirect references such as "hereunder",
"hereby", "herein", and "hereof") and in any Loan Document to the Credit
Agreement shall be deemed to be references to the Credit Agreement as amended
hereby.
SECTION 5. REPRESENTATIONS AND WARRANTIES/NO DEFAULT. By its execution
hereof, and after giving effect to this Amendment, the Borrower hereby certifies
that:
(a) each of the representations and warranties set forth in the Credit
Agreement and the other Loan Documents is true and correct in all material
respects as of the date hereof as if fully set forth herein (other than
representations and warranties which speak as of a specific date pursuant to
2
the Credit Agreement, which representations and warranties shall have been true
and correct as of such specific dates) and that as of the date hereof no Default
or Event of Default has occurred and is continuing, and
(b) the execution, delivery and performance of this Amendment have been
authorized by all requisite corporate action on the part of the Borrower and the
Guarantors.
SECTION 6. ACKNOWLEDGEMENTS. By their execution hereof, each of the
Borrower and the Guarantors hereby expressly (a) consents to the modifications
and amendments set forth in this Amendment, (b) reaffirms all of its respective
covenants, representations, warranties and other obligations set forth in each
of the Loan Documents to which it is a party and (c) acknowledges, represents
and agrees that its respective covenants, representations, warranties and other
obligations set forth in each of the Loan Documents to which it is a party
remain in full force and effect.
SECTION 7. EXPENSES. The Borrower shall pay all reasonable out-of-pocket
expenses of the Administrative Agent in connection with the preparation,
execution and delivery of this Amendment, including, without limitation, the
reasonable fees and disbursements of counsel for the Administrative Agent.
SECTION 8. GOVERNING LAW. This Amendment shall be governed by and construed
in accordance with the laws of the State of New York.
SECTION 9. COUNTERPARTS. This Amendment may be executed in separate
counterparts, each of which when executed and delivered is an original but all
of which taken together constitute one and the same instrument.
SECTION 10. FAX TRANSMISSION.A facsimile, telecopy or other reproduction of
this Amendment may be executed by one or more parties hereto, and an executed
copy of this Amendment may be delivered by one or more parties hereto by
facsimile or similar instantaneous electronic transmission device pursuant to
which the signature of or on behalf of such party can be seen, and such
execution and delivery shall be considered valid, binding and effective for all
purposes. At the request of any party hereto, all parties hereto agree to
execute an original of this Amendment as well as any facsimile, telecopy or
other reproduction hereof.
[Signature Pages Follow]
3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
BORROWER:
ARMOR HOLDINGS, INC., as Borrower
By: /s/ Phil Baratelli
------------------------------------------
Name: Phil Baratelli
Title: Corporate Controller and Treasurer
GUARANTORS:
911EP, INC.
AHI PROPERTIES I, INC.
ARMOR ACCESSORIES, INC.
(formerly known as Break Free Armor Corp.)
ARMOR BRANDS, INC.
ARMORGROUP SERVICES, LLC
ARMOR HOLDINGS GP, LLC
ARMOR HOLDINGS LP, LLC
ARMOR HOLDINGS FORENSICS, L.L.C.
ARMOR HOLDINGS PRODUCTS, L.L.C.
ARMOR HOLDINGS PROPERTIES, INC.
ARMOR HOLDINGS MOBILE SECURITY, L.L.C.
ARMOR SAFETY PRODUCTS COMPANY
B-SQUARE, INC.
BREAK-FREE, INC.
CASCO INTERNATIONAL, INC.
CDR INTERNATIONAL, INC.
DEFENSE TECHNOLOGY CORPORATION OF
AMERICA IDENTICATOR, INC.
MONADNOCK LIFETIME PRODUCTS, INC.,
a Delaware corporation
MONADNOCK LIFETIME PRODUCTS, INC.
a New Hampshire corporation
MONADNOCK POLICE TRAINING COUNCIL, INC.
Each of the above
By: /s/ Phil Baratelli
------------------------------------------
Name: Phil Baratelli
Title: Vice President
[Fourth Amendment to Credit Agreement - Armor Holdings, Inc.]
ODV HOLDINGS CORP.
NEW TECHNOLOGIES ARMOR, INC.
O'GARA-HESS & EISENHARDT ARMORING COMPANY, L.L.C.
PRO-TECH ARMORED PRODUCTS OF MASSACHUSETTS, INC.
RAMTECH DEVELOPMENT CORP.
SAFARILAND GOVERNMENT SALES, INC.
SAFARI LAND LTD., INC.
SPEEDFEED ACQUISITION CORP.
THE O'GARA COMPANY
CYCONICS INTERNATIONAL TRAINING SERVICES, INC.
(formerly known as USDS, INC.)
HATCH IMPORTS, INC.
Each of the above
By: /s/ Phil Baratelli
----------------------------------------------
Name: Phil Baratelli
Title: Vice President
OAK BRANCH, INC.
By: /s/ Chad Glenn
----------------------------------------------
Name: Chad Glenn
Title: President and Treasurer
NAP PROPERTIES, LTD., A CALIFORNIA LIMITED
PARTNERSHIP
By: NAP PROPERTY MANAGERS LLC, its General
Partner
By: ARMOR HOLDINGS PROPERTIES, INC., its
Managing Member
By: /s/ Phil Baratelli
---------------------------------------------
Name: Phil Baratelli
Title: Vice President
[Fourth Amendment to Credit Agreement - Armor Holdings, Inc.]
NAP PROPERTY MANAGERS LLC
By: ARMOR HOLDINGS PROPERTIES, INC.,
its Managing Member
By: /s/ Phil Baratelli
----------------------------------------------
Name: Phil Baratelli
Title: Vice President
KLEEN BORE, INC.
By: /s/ Phil Baratelli
----------------------------------------------
Name: Phil Baratelli
Title: Vice President and Assistant Secretary
ARMOR HOLDINGS PAYROLL SERVICES, LLC
By: /s/ Phil Baratelli
----------------------------------------------
Name: Phil Baratelli
Title: Manager
SIMULA, INC.
SIMULA AEROSPACE & DEFENSE GROUP, INC.
SIMULA POLYMER SYSTEMS, INC.
SIMULA TECHNOLOGIES, INC.
INTERNATIONAL CENTER FOR SAFETY EDUCATION, INC.
ARMOR HOLDINGS AEROSPACE & DEFENSE GROUP, INC.
(formerly known as AHI BULLETPROOF
ACQUISITION CORP.)
Each of the above
By: /s/ Glenn Heiar
----------------------------------------------
Name: Glenn Heiar
Title: Secretary and Treasurer
[Fourth Amendment to Credit Agreement - Armor Holdings, Inc.]
THE SPECIALTY GROUP, INC.
SPECIALTY PLASTIC PRODUCTS OF DELAWARE, INC.
SPECIALTY DEFENSE SYSTEMS OF DELAWARE, INC.
MT. COBB SPECIALTY, INC.
PENN FIBRE & SPECIALTY COMPANY OF DELAWARE, INC.
PFS SALES COMPANY
SPECIALTY DEFENSE SYSTEMS OF KENTUCKY, INC.
SPECIALTY DEFENSE SYSTEMS OF NEVADA, INC.
SPECIALTY DEFENSE SYSTEMS OF PENNSYLVANIA, INC.
SPECIALTY DEFENSE SYSTEMS OF TENNESSEE, INC.
SPECIALTY MACHINERY, INC.
Each of the above
By: /s/ Phil Baratelli
---------------------------------------------
Name: Phil Baratelli
Title: Vice President and Secretary
BIANCHI INTERNATIONAL
ACCUCASE, LLC
ARMOR HOLDINGS GOVERNMENTAL RELATIONS, LLC
Each of the above
By: /s/ Phil Baratelli
---------------------------------------------
Name: Phil Baratelli
Title: Vice President and Assistant Secretary
[Fourth Amendment to Credit Agreement - Armor Holdings, Inc.]
ARMOR HOLDINGS INFORMATION TECHNOLOGY, L.L.C.
By: /s/ Phil Baratelli
------------------------------------------
Name: Phil Baratelli
Title: Vice President
ARMOR HOLDINGS AIRCRAFT, LLC
By: /s/ Phil Baratelli
------------------------------------------
Name: Phil Baratelli
Title: President
[Fourth Amendment to Credit Agreement - Armor Holdings, Inc.]
LENDERS:
BANK OF AMERICA, N.A., as Administrative Agent
By: /s/ Remberto Marquez
--------------------------------------------
Name: Remberto Marquez
Title: Assistant Vice President and Agency
Officer II
BANK OF AMERICA, N.A., as L/C Issuer, Swingline
Lender and a Lender
By: /s/ Brian K. Keeney
--------------------------------------------
Name: Brian K. Keeney
Title: Senior Vice President
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Syndication Agent and a Lender
By: /s/ William F. Fox
--------------------------------------------
Name: William F. Fox
Title: Director
KEYBANK NATIONAL ASSOCIATION, as Documentation
Agent and a Len der
By: /s/ Louis A. Fender
--------------------------------------------
Name: Louis A. Fender
Title: Senior Vice President
[Fourth Amendment to Credit Agreement - Armor Holdings, Inc.]
