FIRST AMENDMENT
FIRST AMENDMENT, dated as of October 26, 1999 (this "Amendment"), to
the Credit Agreement, dated as of February 12, 1999 (as amended, supplemented or
otherwise modified prior to the date hereof, the "Existing Credit Agreement"; as
modified hereby and as further amended, supplemented or otherwise modified from
time to time, the "Credit Agreement"), among ARMOR HOLDINGS, INC., a Delaware
corporation (the "Borrower"), FIRST UNION NATIONAL BANK, SUNTRUST BANK, NORTH
FLORIDA, N.A., and the other lenders from time to time parties to the Agreement
(the "Lenders"), BANK OF AMERICA, N.A. (formerly NATIONSBANK, N.A.), a national
banking association, as documentation agent (in such capacity, the
"documentation Agent") and CANADIAN IMPERIAL BANK OF COMMERCE, a Canadian
banking corporation, as administrative agent, (in such capacity, the
"Administrative Agent") for the Lenders.
RECITALS
The Borrower has requested that the Administrative Agent, the
Documentation Agent and the Lenders agree to amend certain provisions of the
Credit Agreement. The Administrative Agent, the Documentation Agent and the
Lenders parties hereto are willing to agree to such amendments, but only on the
terms and subject to the conditions set forth in this Amendment.
NOW THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Borrower, the Administrative Agent, the Documentation Agent
and the Lenders hereby as follows:
1. Defined Terms. Unless otherwise defined herein, terms defined in the Credit
Agreement are used herein as therein defined.
2. 2. Amendment. Section 10.8 of the Existing Credit Agreement is hereby amended
by deleting the reference to "$10,000,000" and substituting in lieu thereof
"$25,000,000".
3. Effectiveness. This Amendment shall become effective upon the satisfaction of
the following conditions precedent:
(a) the Administrative Agent shall have received evidence reasonably
satisfactory to the Administrative Agent that this Amendment has been duly
executed and delivered by the Borrower, the Required Lenders and each of the
Guarantors; and
(b) the Administrative Agent shall have received any other documents relating
hereto that shall be reasonably requested by the Administrative Agent.
4. Representations and Warranties. To induce the Administrative Agent, the
Documentation Agent and the Lenders to enter into this Amendment, the Borrower
hereby represents and warrants to the Administrative agent, the Documentation
Agent and the Lenders that, after giving effect to the amendments and consent
provided for herein, the representations and warranties contained in the Credit
Agreement and the other Loan Documents will be true and correct in all material
respects as if made on and as of the
date hereof and that no Default or Event of Default will have occurred and be
continuing.
5. No Other Amendments or Consents. Except as expressly amended or consented to
hereby, the Credit Agreement, the Notes and the other Loan documents shall
remain in full force and effect in accordance with their respective terms,
without any consent, amendment or modification of any provision thereof.
6. Counterparts. This Amendment may be executed by one or more of the parties
hereto on any number of separate counterparts and all of said counterparts taken
together shall be deemed to constitute one and the same instrument.
7. Expenses. The Borrower agrees to pay and reimburse the Administrative Agent
for all reasonable out-of-pocket costs and expenses incurred by the
Administrative Agent in connection with the preparation, execution and delivery
of this Amendment, including, without limitation, the reasonable fees and
disbursements of Cadwalader, Wickersham & Taft, counsel to the Administrative
Agent.
8. Applicable Law. This Amendment shall be governed by, and construed and
interpreted in accordance with, the laws of the state of New York without giving
effect to conflict of laws rules.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of the day and year first above written.
ARMOR HOLDINGS, INC.
By:__________________________
Name:
Title:
CANADIAN IMPERIAL BANK OF
COMMERCE,
as Administrative Agent and as a Lender
By:__________________________
Name:
Title:
BANK OF AMERICA, N.A., (formerly
NATIONSBANK, N.A.),
as Documentation Agent and as a Lender
By:__________________________
Name:
Title:
FIRST UNION NATIONAL BANK,
as a Lender
By:__________________________
Name:
Title:
SUNTRUST BANK, NORTH FLORIDA, N.A.
as a Lender
By:___________________________
Name:
Title:
CIBC INC.,
as a Lender
By:___________________________
Name:
Title:
IN WITNESS WHEROF, the undersigned Guarantors hereby acknowledge and
consent to the foregoing amendment and hereby reaffirm their obligations under
the Guarantee dated February 12, 1999 and such obligations shall extend to the
Credit Agreement as amended hereby.
NIK PUBLIC SAFETY, INC.
By:___________________________
Name: Robert R. Schiller
Title: Executive Vice President -
Director of Corporate Development
LOW VOLTAGE SYSTEMS TECHNOLOGY,
INC.
By:___________________________
Name: Robert R. Schiller
Title: Executive Vice President -
Director of Corporate Development
AMERICAN BODY ARMOR &
EQUIPMENT, INC.
By:___________________________
Name:
Title:
DEFENSE TECHNOLOGY CORPORATION
OF AMERICA
By:___________________________
Name: Robert R. Schiller
Title: Executive Vice President -
Director of Corporate Development
PRO-TECH ARMORED PRODUCTS OF
MASSACHUSETTS, INC.
By:___________________________
Name: Robert R. Schiller
Title: Executive Vice President -
Director of Corporate Development
ARMOR HOLDINGS PROPERTIES, INC.
By:___________________________
Name: Robert R. Schiller
Title: Executive Vice President -
Director of Corporate Development
FEDERAL LABORATORIES, INC.
By:___________________________
Name: Robert R. Schiller
Title: Executive Vice President -
Director of Corporate Development
US DEFENSE SYSTEMS, INC.
By:___________________________
Name: Nicholas B. Winiewicz
Title: Vice President - Finance, CFO
Secretary & Treasurer
CDR INTERNATIONAL, INC.
By:___________________________
Name: Nicholas B. Winiewicz
Title: Vice President - Finance, CFO
Secretary & Treasurer
SAFARI LAND LTD., INC.
By:___________________________
Name: Nicholas B. Winiewicz
Title: Vice President - Finance, CFO
Secretary & Treasurer
THE PARVUS COMPANY
By:___________________________
Name: Nicholas B. Winiewicz
Title: Vice President - Finance, CFO
Secretary & Treasurer
ALARM SYSTEMS HOLDINGS COMPANY
By:___________________________
Name: Nicholas B. Winiewicz
Title: Vice President - Finance, CFO
Secretary & Treasurer
FIRE ALARM SERVICE CORPORATION
By:___________________________
Name: Nicholas B. Winiewicz
Title: Vice President - Finance, CFO
Secretary & Treasurer