EXECUTION COPY
BORROWER PLEDGE AGREEMENT SUPPLEMENT
BORROWER PLEDGE AGREEMENT SUPPLEMENT, dated as of August 22, 2001
(this "Supplement"), made by ARMOR HOLDINGS, INC., a Delaware corporation (the
"Pledgor"), in favor of BANK OF AMERICA, N.A., a national banking association,
as administrative agent (in such capacity, the "Administrative Agent") for the
lenders (the "Lenders") under 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 the Pledgor, 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.
1. Reference is hereby made to that certain Borrower Pledge Agreement,
dated as of February 12, 1999, made by the Pledgor, in favor of Canadian
Imperial Bank of Commerce, as original administrative agent (as amended,
supplemented or otherwise modified as of the date hereof, the "Pledge
Agreement"). Pursuant to the Credit Agreement, each Lender and the Pledgor 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 Pledge Agreement and the other Loan Documents.
Terms defined in the Pledge Agreement are used herein as therein defined.
2. The Pledgor hereby confirms and reaffirms the security interest in
the Collateral granted to the Administrative Agent for the benefit of the
Lenders and the Issuing Lender under the Pledge Agreement, and, as additional
collateral security for the prompt and complete payment when due (whether at
stated maturity, by acceleration or otherwise) of the Secured Obligations and
in order to induce the Lenders to make their Loans and the Issuing Lender to
issue Letters of Credit under the Credit Agreement and the other Loan
Documents, the Pledgor hereby delivers to the Administrative Agent, for the
ratable benefit of the Lenders and the Issuing Lender, (a) all of the Capital
Stock of BENGAL ACQUISITION CORP., a Delaware corporation, 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, NETWORK AUDIT SYSTEMS, INC., a
Delaware corporation, NEW TECHNOLOGIES ARMOR, INC., a Delaware corporation, and
USDS, INC. a Delaware corporation, and (b) 65% of the voting Capital Stock and
100% of the nonvoting Capital Stock of ALARM PROTECTION SERVICES LTD., an
Uganda company, ARMOR GROUP KENYA LIMITED, a Kenya company, ARMOR (SPECIAL
CLEARANCE SERVICES) LTD., a British Virgin Islands company, ARMOR GROUP (ASIA
PACIFIC) CO. LIMITED, a British Virgin Islands company, and GORANDEL TRADING
LIMITED, a Cyprus company (each of the entities listed in clause (a) or (b) of
this Section 2, a "New Issuer", collectively the "New Issuers"), in each case
listed in Schedule I hereto, together with all stock certificates, options, or
rights of any nature whatsoever which may be issued or granted by the New
Issuers in respect of such Capital
Stock while the Pledge Agreement, as supplemented hereby, is in force (the
"Additional Pledged Stock") and hereby grants to the Administrative Agent, for
the ratable benefit of the Lenders and the Issuing Lender a first security
interest in the Additional Pledged Stock and all Proceeds thereof. From and
after the date of this Supplement, as used in the Pledge Agreement as
supplemented by this Supplement and for all purposes of the Pledge Agreement as
so supplemented, "Pledged Stock" shall be deemed to include the Additional
Pledged Stock and "Issuers" shall be deemed to include the New Issuers.
3. The Pledgor hereby represents and warrants that the representations
and warranties contained in Section 4 of the Pledge Agreement are true and
correct on the date of this Supplement with references therein to the "Pledged
Stock" to include the Additional Pledged Stock, with references to the
"Issuers" therein to include the New Issuers, and with references to the Pledge
Agreement to mean the Pledge Agreement as supplemented hereby. The Pledgor
further represents and warrants that the Pledged Stock listed on Schedule I
constitute all the issued and outstanding Capital Stock of the Issuers
constituting Domestic Subsidiaries of the Borrower and 65% of the voting
Capital Stock and 100% of the nonvoting Capital Stock, if any, of the Issuers
constituting Foreign Subsidiaries of the Borrower and are represented by the
certificates listed thereon.
4. This Supplement is supplemental to the Pledge Agreement, forms a
part thereof and is subject to the terms thereof. From and after the date of
this Supplement, Schedule I to the Pledge Agreement shall be deemed to include
each item listed on Schedule I to this Supplement. This Supplement shall be
governed by, and construed and interpreted in accordance with, the laws of the
State of New York.
(SIGNATURE PAGES FOLLOW)
IN WITNESS WHEREOF, the undersigned have caused this Supplement to
be duly executed and delivered as of the date first above written.
ARMOR HOLDINGS, INC.
By_______________________
Name: Robert R. Schiller
Title: Chief Financial Officer
Accepted and Agreed
BANK OF AMERICA, N.A.,
as Administrative Agent
By_______________________
Name: Brian K. Keeney
Title: Vice President
SCHEDULE I to
Borrower Pledge Agreement Supplement
DESCRIPTION OF ADDITIONAL PLEDGED STOCK
NAME OF NAME OF CAPITAL STOCK CAPITAL STOCK NO. OF CAPITAL CAPITAL
PLEDGOR ISSUER AUTHORIZED ISSUED AND STOCKS PLEDGED STOCK NO.
OUTSTANDING
Armor Holdings, Inc. Armor Brands, Inc. 1,000 Common 100 Shares Issued 100 Shares 1
Shares and Outstanding
Armor Holdings, Inc. Armor Group Integrated Systems, 1,500 Common 100 Shares Issued 100 Shares 1
Inc. Shares and Outstanding
Armor Holdings, Inc. Armor Holdings GP, LLC N/A N/A 100% of Membership 2
Interest
Armor Holdings, Inc. Armor Holdings LP, LLC N/A N/A 100% of Membership 1
Interest
Armor Holdings, Inc. Bengal Acquisition Corp. 1,500 Common 100 Shares Issued 100 Shares 1
Shares and Outstanding
Armor Holdings, Inc. Break-Free Armor Corp. 1,500 Common 100 Shares Issued 100 Shares 1
Shares and Outstanding
Armor Holdings, Inc. Global Support Systems, Inc. 1,500 Common 100 Shares Issued 100 Shares 1
Shares and Outstanding
Armor Holdings, Inc. Lightning Powder Company, Inc. 1,500 Common 100 Shares Issued 100 Shares 1
Shares and Outstanding
Armor Holdings, Inc. Monadnock Lifetime Products, 1,500 Common 100 Shares Issued 100 Shares 1
Inc. (DE) Shares and Outstanding
Armor Holdings, Inc. Network Audit Systems, Inc. 1,500 Common 100 Shares Issued 100 Shares 2
Shares and Outstanding
Armor Holdings, Inc. New Technologies Armor, Inc. 1,500 Common 100 Shares Issued 100 Shares 1
Shares and Outstanding
Armor Holdings, Inc. USDS, Inc. 1,500 Common 100 Shares Issued 100 Shares 2
Shares and Outstanding
Armor Holdings, Inc. Alarm Protection Services Ltd. Ush 2,000,000 10,000 6,500 ____
Armor Holdings, Inc. Armor Group Kenya Limited 20,000/Kshs 100 100 Shares 65 Shares 5
Shares
Armor Holdings, Inc. Armor (Special Clearance 50,000 Shares 100 Shares 65 shares 2
Services) Ltd.
Armor Holdings, Inc. Armor Group (Asia Pacific) Co. 50,000 Shares 1,200 Shares 780 Shares 21
Limited
Armor Holdings, Inc. Gorandel Trading Limited 1,000 Shares 1,000 (500 issued 500 ____
to Armor Holdings,
Inc.)
Borrower Pledge Agreement
ANNEX I to Supplement
ACKNOWLEDGMENT AND CONSENT
Each of the undersigned, the New Issuers referred to in the
foregoing Supplement to Pledge Agreement, hereby acknowledges receipt of a copy
thereof and of the Pledge Agreement referred to therein and agree to be bound
thereby and to comply with the terms thereof insofar as such terms are
applicable to them. The undersigned agrees to notify the Administrative Agent
promptly in writing of the occurrence of any of the events described in Section
5(a) of the Pledge Agreement. The undersigned further agrees that the terms of
Section 9(c) of the Pledge Agreement shall apply to them, mutatis mutandis, with
respect to all actions that may be required of them under or pursuant to or
arising out of Section 9 of the Pledge Agreement.
BENGAL ACQUISITION CORP.
By_______________________
Name: Robert R. Schiller
Title: Vice President
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
Borrower Pledge Agreement
ALARM PROTECTION SERVICES LTD.
By_______________________
Name: Fraser Brown
Title: Director
ARMOR GROUP KENYA LIMITED
By_______________________
Name: David J. Seaton
Title: Director
ARMOR (SPECIAL CLEARANCE
SERVICES) LTD.
By_______________________
Name: David J. Seaton
Title: Director
ARMOR GROUP (ASIA PACIFIC) CO., LTD.
By_______________________
Name:
Title:
GORANDEL TRADING LIMITED
By_______________________
Name: David J. Seaton
Title: Director