EXECUTION COPY
SUPPLEMENT TO SUBSIDIARIES GUARANTEE
SUPPLEMENT, dated as of August 22, 2001 (this "Supplement"), made by
BENGAL ACQUISITION CORP., a Delaware corporation, O'GARA-HESS & EISENHARDT
ARMORING COMPANY, a Delaware corporation, THE O'GARA COMPANY, an Ohio
corporation, O'GARA SECURITY ASSOCIATES, INC., an Ohio corporation,
INTERNATIONAL TRAINING, INC., a Virginia corporation, ITI LIMITED PARTNERSHIP,
an Ohio limited partnership, ARMOR BRANDS, INC., a Delaware corporation,
ARMORGROUP INTEGRATED SYSTEMS, INC., a Delaware corporation, ARMOR HOLDINGS GP,
LLC, a Delaware limited liability company, ARMOR HOLDINGS LP, LLC, a Delaware
limited liability company, BREAK-FREE ARMOR CORP., a Delaware corporation,
GLOBAL SUPPORT SYSTEMS, INC., a Delaware corporation, LIGHTNING POWDER COMPANY,
INC., a Delaware corporation, MONADNOCK LIFETIME PRODUCTS, INC., a Delaware
corporation, NAP PROPERTY MANAGERS, LLC, a California limited liability company,
NETWORK AUDIT SYSTEMS, INC., a Delaware corporation, NEW TECHNOLOGIES ARMOR,
INC., a Delaware corporation, USDS, INC. a Delaware corporation, BREAK-FREE
INC., a Delaware corporation, CASCO INTERNATIONAL, INC., a New Hampshire
corporation, MONADNOCK LIFETIME PRODUCTS, INC., a New Hampshire corporation,
MONADNOCK POLICE TRAINING COUNCIL, INC., a New Hampshire corporation, NAP
PROPERTIES, LTD., a California limited partnership, and SAFARI LAND GOVERNMENT
SALES, INC., a California corporation, (each an "Additional Guarantor",
collectively the "Additional Guarantors"), in favor of BANK OF AMERICA, N.A., as
administrative agent (in such capacity, the "Administrative Agent") for the
Lenders (the "Lenders") and Bank of America, N.A., as issuer of the Letters of
Credit (in such capacity, the "Issuing Lender") pursuant to the Amended and
Restated Credit Agreement, dated as of August 22, 2001 (as further amended,
supplemented or otherwise modified as of the date hereof, the "Credit
Agreement"), among Armor Holdings, Inc. (the "Borrower"), the Lenders, the
Administrative Agent, Banc of America Securities LLC, as sole lead arranger and
book manager, First Union National Bank, as documentation agent, and SunTrust
Bank, as co-agent. All capitalized terms not defined herein shall have the
meanings ascribed to them in the Credit Agreement.
RECITALS
WHEREAS, in connection with the Credit Agreement, the Subsidiaries
of the Borrower (other then the Additional Guarantors) (each a "Guarantor",
collectively the "Guarantors") have entered into the Subsidiaries Guarantee,
dated as of February 12, 1999, in favor of Canadian Imperial Bank of Commerce,
the original administrative agent (the "Original Administrative Agent"), for the
ratable benefit of the Lenders and the Issuing Lender (as amended, supplemented
or otherwise modified as of the date hereof, the "Subsidiaries Guarantee");
WHEREAS, pursuant to the Credit Agreement, each Lender and the
Borrower have acknowledged and agreed that Bank of America, N.A. as
Administrative Agent has succeeded to
all of the rights, powers and duties of the Original Administrative Agent
under the Subsidiaries Guarantee and the other Loan Documents.
WHEREAS, Section 9.9 of the Credit Agreement requires that should
the Borrower at any time acquire or form any Domestic Subsidiary, such Domestic
Subsidiary shall become party to the Subsidiaries Guarantee;
WHEREAS, the Additional Guarantors have agreed to execute and
deliver this Supplement in order to become parties to the Subsidiaries
Guarantee.
NOW, THEREFORE, IT IS AGREED:
1. Subsidiaries Guarantee. By executing and delivering this
Supplement, each Additional Guarantor, as provided in Section 25 of the
Subsidiaries Guarantee, hereby becomes a party to the Subsidiaries Guarantee as
Guarantors thereunder with the same force and effect as if originally named
therein as Guarantors and, without limiting the generality of the foregoing,
hereby expressly assumes all obligations and liabilities of Guarantors
thereunder. Each Additional Guarantor hereby represents and warrants that each
of the representations and warranties contained in Section 10 of the
Subsidiaries Guarantee is true and correct on and as of the date hereof (after
giving effect to this Supplement) as if made on and as of such date. Each
Guarantor hereby acknowledges and agrees that Bank of America, N.A. has
succeeded to all the rights, powers and duties of the Original Administrative
Agent under the Subsidiaries Guarantee and the other Loan Documents.
2. GOVERNING LAW. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the undersigned have caused this Supplement to
be duly executed and delivered as of the date first above written.
BENGAL ACQUISITION CORP.
By_______________________
Name: Robert R. Schiller
Title: Vice President
O'GARA-HESS & EISENHARDT ARMORING COMPANY
By_______________________
Name: Robert R. Schiller
Title: Vice President and Secretary
THE O'GARA COMPANY
By_______________________
Name: Robert R. Schiller
Title: Vice President and Secretary
O'GARA SECURITY ASSOCIATES, INC.
By_______________________
Name: Robert R. Schiller
Title: Vice President and Treasurer
International Training, Inc.
By_______________________
Name: Robert R. Schiller
Title: Secretary and Treasurer
ITI LIMITED PARTNERSHIP
By: INTERNATIONAL TRAINING, INC.,
as General Partner
By_______________________
Name: Robert R. Schiller
Title: Secretary and Treasurer
ARMOR BRANDS, INC.
By_______________________
Name: Stephen E. Croskrey
Title: President
ARMORGROUP INTEGRATED SYSTEMS, INC.
By_______________________
Name: Robert R. Schiller
Title: Secretary
ARMOR HOLDINGS GP, LLC
By_______________________
Name: Robert R. Schiller
Title: Vice President
ARMOR HOLDINGS LP, LLC
By_______________________
Name: Robert R. Schiller
Title: Vice President
BREAK-FREE ARMOR CORP.
By_______________________
Name: Todd Smith
Title: Secretary
GLOBAL SUPPORT SYSTEMS, INC.
By_______________________
Name: Mark Williams
Title: Secretary and Treasurer
LIGHTNING POWDER COMPANY, INC.
By_______________________
Name: Todd Smith
Title: Secretary
MONADNOCK LIFETIME PRODUCTS,
INC., a Delaware corporation
By_______________________
Name: Todd Smith
Title: Secretary
NETWORK AUDIT SYSTEMS, INC.
By_______________________
Name: Robert R. Schiller
Title: Secretary
NEW TECHNOLOGIES ARMOR, INC.
By_______________________
Name: Robert R. Schiller
Title: Vice President
USDS, INC.
By_______________________
Name: Stephen E. Croskrey
Title: Secretary
BREAK-FREE INC.
By_______________________
Name: Todd Smith
Title: Secretary
CASCO INTERNATIONAL, INC.
By_______________________
Name: Todd Smith
Title: Secretary
MONADNOCK LIFETIME PRODUCTS,
INC., a New Hampshire corporation
By_______________________
Name: Todd Smith
Title: Secretary
MONADNOCK POLICE TRAINING COUNCIL, INC.
By_______________________
Name: Todd Smith
Title: Secretary
SAFARI LAND GOVERNMENT SALES, INC.
By_______________________
Name: Todd Smith
Title: Secretary
NAP PROPERTY MANAGERS, LLC
By: ARMOR HOLDINGS PROPERTIES,
INC., Managing Member
By_______________________
Name: Robert R. Schiller
Title: Vice President
NAP PROPERTIES, LTD.
By: NAP PROPERTY MANAGERS, LLC,
General Partner
By: ARMOR HOLDINGS PROPERTIES, INC.,
Managing Member
By_______________________
Name: Robert R. Schiller
Title: Vice President