SECOND AMENDMENT
SECOND AMENDMENT, dated as of February 25, 2000 (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"), the lenders from time to time parties thereto (the
"Lenders"), BANK OF AMERICA, N.A. (successor by merger to 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 agree as follows:
1. Defined Terms. Unless otherwise defined herein, terms defined in the
Credit Agreement are used herein as therein defined.
2. Amendments. The Existing Credit Agreement is hereby amended in the
following manner:
(a) The Recitals in the Existing Credit Agreement are hereby amended by
deleting the reference to "$60,000,000" and substituting in lieu thereof
"$100,000,000".
(b) Section 1.1 of the Existing Credit Agreement is hereby amended as
follows:
(i) the definition of "Applicable Commitment Fee Rate" is hereby amended
by deleting the definition in its entirety and substituting in lieu thereof the
following language:
"Applicable Commitment Fee Rate": with respect to any of the
364-Day Revolving Credit Commitments or the Five-Year Commitments, at
any time the ratio of Consolidated Total Indebtedness to Consolidated
EBITDA, as most recently determined pursuant to Section 9.2(b), is
within any of the ranges set forth below, the rate per annum set forth
under the relevant column heading opposite the applicable range below:
364-Day Five-Year
Revolving Revolving
Credit Credit
Ratio Commitments Commitments
================================== ============================ =========================
Greater than 2.00 to 1 0.450% 0.450%
Less than or equal to 2.00 to 1, 0.375% 0.375%
but greater than 1.00 to 1
Less than or equal to 1.00 to 1 0.250% 0.250%
Each change to the Applicable Commitment Fee Rate shall be effective on the
earlier of the date on which the financial statements to be delivered pursuant
to Section 9.2(b) are required to be delivered and the date on which such
financial statements are delivered; provided, that if the Borrower fails to
deliver such financial statements by the date on which they are required to be
delivered, the Applicable Commitment Fee Ratio shall be determined as if the
ratio of Consolidated Total Indebtedness to Consolidated EBITDA were greater
than 2.00 to 1 until such financial statements are delivered.";
(ii) the definition of "Applicable Margin" is hereby amended by deleting
the definition in its entirety and substituting in lieu thereof the following
language:
"Applicable Margin": for any Loan of any Type at any time the
ratio of Consolidated Total Debt to Consolidated EBITDA, as most
recently determined pursuant to Section 9.2(b), is within any of the
ranges set forth below, the rate per annum set forth under the
relevant column heading opposite the applicable range below:
Ratio Base Rate Loans Eurodollar Loans
================================== ============================ =========================
Greater than 2.50 to 1 0.375% 1.875%
Less than or equal to 2.50 to 1, 0.375% 1.625%
but greater than 2.00 to 1
Less than or equal to 2.00 to 1, 0.125% 1.375%
but greater than 1.00 to 1
Less than or equal to 1.00 to 1 0.000% 1.125%
Each change to the Applicable Margin shall be effective on the earlier of the
date on which the financial statements to be delivered pursuant to Section
9.2(b) are required to be delivered and the date on which such financial
statements are delivered; provided, that if the Borrower fails to deliver such
financial statements by the date on which they are required to be delivered, the
Applicable Margin shall be determined as if the ratio of Consolidated Total Debt
to Consolidated EBITDA were greater than 2.50 to 1 until such financial
statements are delivered.";
(iii) the definition of "L/C Commitment" is amended by deleting
"$5,000,000" and substituting in lieu thereof "$10,000,000";
(iv) the definition of "Permitted Acquisition" is amended by
deleting the phrase "1.75 to 1" in Section (i) and substituting in
lieu thereof "2.00 to 1";
(v) the following new definition of "Second Amendment" is hereby
added to be placed in the appropriate alphabetical order:
"Second Amendment": Second Amendment, dated as of February
25, 2000, to the Credit Agreement.";
(vi) the following new definition of "Supplemental Five-Year
Revolving Credit Note Endorsement" is hereby added to be placed in the
appropriate alphabetical order:
"Supplemental Five-Year Revolving Credit Note Endorsement":
with respect to the Five-Year Revolving Credit Note of each
Lender, the promissory note endorsement made by the Borrower,
substantially in the form of Exhibit A-3 to the Second Amendment,
modifying the Five-Year Revolving Credit Note of such Lender (as
in effect prior to the Supplemental Closing Date) to take account
of the Five-Year Revolving Credit Commitment of such Lender, as
amended by the Second Amendment."; and
(vii) the following new definition of "Supplemental Closing Date"
is hereby added to be placed in the appropriate alphabetical order:
"Supplemental Closing Date": the date on which the
conditions precedent to the effectiveness of the Second Amendment
set forth in Section 3 of the Second Amendment shall have been
satisfied.".
(c) Section 3.2 of the Existing Credit Agreement is hereby amended by
deleting the first sentence therein and substituting in lieu thereof the
following:
"The Five-Year Revolving Credit Loans made by each Lender shall
be evidenced by a promissory note of the Borrower, substantially in
the form
of Exhibit A-3 with appropriate insertions as to payee, date
and principal amount (such promissory note, as the same may be
supplemented from time to time, including by a Supplemental Five-Year
Revolving Credit Note Endorsement, a "Five-Year Revolving Credit
Note"), payable to the order of such Lender and evidencing the
obligation of the Borrower to pay a principal amount equal to the
lesser of (a) the amount of the Five-Year Revolving Credit Commitment
of such Lender and (b) the aggregate unpaid principal amount of all
Five-Year Revolving Credit Loans made by such Lender.".
(d) Section 6.5(d) of the Existing Credit Agreement is hereby amended by
deleting the proviso therein in its entirety and substituting in lieu thereof
the following language:
"provided that no such prepayment shall be required pursuant to
this Section 6.5(d) if the ratio of (1) Consolidated Total
Indebtedness of the Borrower as of the last day of the Rolling Period
most recently ended immediately prior to the date the Excess Cash Flow
is calculated as provided herein to (2) Consolidated EBITDA of the
Borrower for such period is less than 2.00 to 1.".
(e) Section 9.2(b) of the Existing Credit Agreement is hereby amended by
deleting the phrase "Section 10.1(a) through 10.1(c)" in its entirety and
substituting in lieu thereof "Section 10.1(a) through 10.1(e)".
(f) Section 10.1 of the Existing Credit Agreement is hereby amended by:
(i) deleting Section 10.1(a) in its entirety and substituting in
lieu t hereof the phrase "Intentionally deleted"; and
(ii) deleting the phrase "1.25 to 1" in Section 10.1(b) and
substituting in lieu thereof "1.50 to 1".
(g) Section 10.2 of the Existing Credit Agreement is hereby amended by:
(i) deleting the phrase "$5 million" in Section 10.2(c) and
substituting in lieu thereof "$10 million"; and
(ii) deleting the phrase $6 million" in Section 10.2(d) and
substituting in lieu thereof "10 million".
(h) Section 10.4(f) of the Existing Credit Agreement is hereby amended by
deleting the phrase "1.75 to 1" and substituting in lieu thereof the phrase
"2.50 to 1".
(i) Section 10.9 of the Existing Credit Agreement is hereby amended by
deleting "$5,000,000" therein and substituting in lieu thereof "$10,000,000".
(j) Section 10.10 of the Existing Credit Agreement is hereby amended by:
(i) deleting "$6,000,000" in Section 10.10(h) and substituting in
lieu thereof "$10,000,000"; and
(ii) deleting Section 10.10(j) in its entirety and substituting
in lieu thereof the following:
"(j) open-market purchases of publicly traded securities
made for the ultimate purpose of consummating a Permitted
Acquisition in an aggregate amount not to exceed, at any time
prior to the consummation of such Permitted Acquisition, $20
million; and".
(k) Section 10.11 of the Existing Credit Agreement is hereby amended by
deleting clause (a) in its entirety and substituting in lieu thereof the
following:
"(a) Make any optional payment or prepayment on or redemption or
purchase of any Indebtedness (other than (i) the Loans and (ii) so
long as no Default or Event of Default exists at the time of such
optional payment, prepayment or redemption or purchase, or would
result therefrom, Indebtedness permitted under Section 10.2(f) which
was incurred in a Permitted Acquisition),"
(l) Schedule I of the Existing Credit Agreement is hereby amended by
deleting such schedule in its entirety and substituting in lieu thereof the new
Schedule I attached hereto.
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;
(b) the Administrative Agent shall have received, for the
account of each Lender having a Five-Year Revolving Credit Commitment, a
Supplemental Five-Year Revolving Credit Note Endorsement of the Borrower
conforming to the requirements hereof and executed by a duly authorized officer
of the Borrower;
(c) the Administrative Agent shall have received from the
Borrower an amendment fee equal to 0.50% of CIBC Inc.'s incremental total
Commitment pursuant to this Amendment;
(d) the Borrower shall have paid to each Lender excluding CIBC
Inc. an amendment fee equal to 0.375% of each Lender's incremental total
Commitment pursuant to this Amendment;
(e) the Administrative Agent shall have received with a
counterpart for each Lender, the executed legal opinion of Kane Kessler, P.C.,
counsel to the Borrower and other Loan Parties, substantially in the form of
Exhibit B; and
(f) 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 represent and warrants to the Administrative
Agent, the Documentation Agent and the Lenders that, after giving effect to the
amendments 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. Except as expressly amended 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
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 correction 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 TO 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: Warren B. Kanders
Title: Chairman of the Board
CANADIAN IMPERIAL BANK OF
COMMERCE, as Administrative
Agent
By:_____________________________
Name:
Title:
CIBC INC., 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:
IN WITNESS WHEREOF, 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:
Title:
LOW VOLTAGE SYSTEMS TECHNOLOGY,
INC.
By:_____________________________
Name:
Title:
AMERICAN BODY ARMOR & EQUIPMENT,
INC.
By:_____________________________
Name:
Title:
DEFENSE TECHNOLOGY CORPORATION
OF AMERICA
By:_____________________________
Name:
Title:
PRO-TECH ARMORED PRODUCTS OF
MASSACHUSETTS, INC.
By:_____________________________
Name:
Title:
ARMOR HOLDINGS PROPERTIES, INC.
By:_____________________________
Name:
Title:
FEDERAL LABORATORIES, INC.
By:_____________________________
Name:
Title:
US DEFENSE SYSTEMS, INC.
By:_____________________________
Name:
Title:
CDR INTERNATIONAL, INC.
By:_____________________________
Name:
Title:
SAFARI LAND LTD., INC.
By:_____________________________
Name:
Title:
THE PARVUS COMPANY
By:_____________________________
Name:
Title:
ALARM SYSTEMS HOLDING COMPANY
By:_____________________________
Name:
Title:
FIRE ALARM SERVICE CORPORATION
By:_______________________________
Name:
Title:
SCHEDULE I
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LENDERS, COMMITMENTS, AND APPLICABLE LENDING OFFICES
- --------------------------------------------- ------------------------ ----------------------- ---------------------
Lenders and Lending Offices 364-Day Five-Year
Revolving Revolving
Credit Credit Total
Commitments Commitment Commitment
- --------------------------------------------- ------------------------ ----------------------- ---------------------
CIBC Inc.
Applicable Lending Offices: $0.00 $30,000,000.00 $30,000,000.00
LIBOR LOANS:
425 Lexington Avenue
New York, New York 10017
Attention: Marybeth Ross
Telephone: (212) 856-3691
Telecopy: (212) 856-3763
Base Rate Loans:
425 Lexington Avenue
New York, New York 10017
Attention: Marybeth Ross
Telephone: (212) 856-3691
Telecopy: (212) 856-3763
Bank of America, N.A.
formerly NationsBank, N.A.
Applicable Lending Offices: $0.00 $30,000,000.00 $30,000,000.00
LIBOR LOANS:
50 N. Laura Street, 24th Floor
Jacksonville, Florida 32202
Attention: Elvia Lorenzo-Luares
Telephone: (904) 791-5018
Telecopy: (904) 791-7813
Base Rate Loans:
LIBOR LOANS:
50 N. Laura Street, 24th Floor
Jacksonville, Florida 32202
Attention: Elvia Lorenzo-Luares
Telephone: (904) 791-5018
Telecopy: (904) 791-7813
- --------------------------------------------- ------------------------ ----------------------- ---------------------
63
- --------------------------------------------- ------------------------ ----------------------- ---------------------
Lenders and Lending Offices 364-Day Five-Year
Revolving Revolving
Credit Credit Total
Commitments Commitment Commitment
- --------------------------------------------- ------------------------ ----------------------- ---------------------
First Union National Bank
$0.00 $20,000,000.00 $20,000,000.00
Applicable Lending Offices:
LIBOR LOANS:
FL 0011
214 N. Hogan Street
Jacksonville, Florida 32202-0011
Attention: Kevin S. Hawkins
Telephone: (904) 489-1748
Telecopy: (904) 489-4460
Base Rate Loans:
FL0011
214 N. Hogan Street
Jacksonville, Florida 32202-0011
Attention: Kevin S. Hawkins
Telephone: (904) 489-1748
Telecopy: (904) 489-4460
SunTrust Bank
Applicable Lending Offices: $0.00 $20,000,000.00 $20,000,000.00
LIBOR LOANS:
200 West Forsyth Street
Jacksonville, Florida 32202
Attention: Joanne Moreau
Telephone: (904) 632-2519
Telecopy: (904) 632-2874
Base Rate Loans:
200 West Forsyth Street
Jacksonville, Florida 32202
Attention: Joanne Moreau
Telephone: (904) 632-2519
Telecopy: (904) 632-2874
- --------------------------------------------- ------------------------ ----------------------- ---------------------
TOTALS $0.00 $100,000,000.00 $100,000,000.00
- --------------------------------------------- ------------------------ ----------------------- ---------------------