EXECUTION COPY
SUBSIDIARIES PLEDGE AGREEMENT SUPPLEMENT
SUBSIDIARIES PLEDGE AGREEMENT 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,
O'GARA SECURITY ASSOCIATES, INC., an Ohio corporation, INTERNATIONAL TRAINING,
INC., a Virginia corporation, BREAK-FREE ARMOR CORP., a Delaware corporation,
MONADNOCK LIFETIME PRODUCTS, INC., a Delaware corporation, ARMOR HOLDINGS GP,
LLC, a Delaware limited liability company, ARMOR HOLDINGS PROPERTIES, INC., a
Delaware corporation, NAP PROPERTY MANAGERS, LLC, a California limited liability
company, and ARMOR HOLDINGS LP, LLC, a Delaware limited liability company (each
an "Additional Pledgor", collectively the "Additional Pledgors"), in favor of
BANK OF AMERICA, N.A., a national banking association, as 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 (as defined in the Credit
Agreement referenced below) (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 meaning ascribed to them in the Credit Agreement.
RECITALS
WHEREAS, in connection with the Credit Agreement, certain Domestic
Subsidiaries of the Borrower (other than the Additional Pledgor) (collectively
the "Pledgors" and each a "Pledgor") have entered into the Subsidiaries Pledge
Agreement, dated as of May 4, 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 Pledge Agreement");
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 Pledge Agreement 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 Subsidiary which owns any Capital
Stock of another Subsidiary of the Borrower, such Subsidiary shall become party
to the Subsidiaries Pledge Agreement;
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WHEREAS, each Additional Pledgor has agreed to execute and deliver
this Supplement in order to become a party to the Subsidiaries Pledge Agreement.
NOW, THEREFORE, IT IS AGREED:
1. Pledge. Each Additional 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 O'GARA-HESS & EISENHARDT ARMORING
COMPANY, a Delaware corporation, THE O'GARA COMPANY, an Ohio corporation, O'GARA
SECURITY ASSOCIATES, INC., a Delaware corporation, INTERNATIONAL TRAINING, INC.,
a Virginia corporation, ITI LIMITED PARTNERSHIP, a Texas limited partnership,
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 NAP
PROPERTY MANAGERS, LLC, a California limited liability company, and (b) 65% of
the voting Capital Stock and 100% of the nonvoting Capital Stock of O'GARA-HESS
& EISENHARDT DO BRASIL LTDA, a Brazilian corporation, O'GARA FRANCE S.A., a
French corporation, O'GARA-HESS & EISENHARDT, S.R.L., an Italian corporation,
O'GARA HESS & EISENHARDT DE COLOMBIA S.A., a Colombian company, THE O'GARA
COMPANY DE MEXICO, S.A. DE C.V., a Mexican corporation, ORIENTACION PROFESIONAL
Y ADMINISTRATIVA, S.A. de C.V., a Mexican corporation, and ARMOR GROUP LIMITED
PARTNERSHIP, a Scottish limited partnership (each of the entities listed in
clause (a) or (b) of this Section 1, 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
Supplement, 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 Subsidiaries Pledge Agreement as supplemented by this
Supplement and for all purposes of the Subsidiaries 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.
2. Subsidiaries Pledge Agreement. By executing and delivering this
Supplement, each Additional Pledgor, as provided in Section 21 of the
Subsidiaries Pledge Agreement, hereby becomes a party to the Subsidiaries Pledge
Agreement as a Pledgor thereunder with the same force and effect as if
originally named therein as a Pledgor and, without limiting the generality of
the foregoing, hereby expressly assumes all obligations and liabilities of a
Pledgor thereunder. Each Additional Pledgor hereby represents and warrants that
each of the representations and warranties contained in the Subsidiaries Pledge
Agreement 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 Additional Pledgor
hereby acknowledges and agrees that Bank of America, N.A. has succeed to all of
the rights, powers and duties of the Original Administrative Agent under the
Subsidiaries Pledge Agreement and the other Loan Documents. Each Additional
Pledgor further represents and warrants that each of its Pledged Stock listed on
Schedule I constitute all the issued and outstanding Capital Stock of the
Issuers constituting
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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;
3. Supplement to the Subsidiaries Pledge Agreement. This Supplement
is supplemental to the Subsidiaries 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 Subsidiaries Pledge Agreement shall be deemed to include the
Pledged Stock listed on Schedule I to this Supplement.
4. GOVERNING LAW. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
(SIGNATURE PAGES FOLLOW)
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IN WITNESS WHEREOF, the undersigned has caused this Supplement to be
duly executed and delivered as of the date first above written.
BANK OF AMERICA, N.A., as Administrative
Agent
By:____________________________________
Name: Brian K. Keeney
Title: Vice President
BENGAL ACQUISITION CORP.
By:____________________________________
Name: Robert R. Schiller
Title: Vice President
O'GARA SECURITY ASSOCIATES, INC.
By:____________________________________
Name: Robert R. Schiller
Title: Vice President and Treasurer
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O'GARA-HESS & EISENHARDT ARMORING COMPANY
By:____________________________________
Name: Robert R. Schiller
Title: Vice President and Secretary
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INTERNATIONAL TRAINING, INC
By:____________________________________
Name: Robert R. Schiller
Title: Secretary and Treasurer
BREAK-FREE ARMOR CORP.
By:____________________________________
Name: Todd Smith
Title: Secretary
MONADNOCK LIFETIME PRODUCTS, INC., a Delaware
corporation
By:____________________________________
Name: Todd Smith
Title: Secretary
ARMOR HOLDINGS GP, LLC, a Delaware
limited liability company
By:___________________________________
Name: Robert R. Schiller
Title: Vice President
ARMOR HOLDINGS PROPERTIES, INC., a Delaware
corporation
By:___________________________________
Name: Robert R. Schiller
Title: Vice President
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NAP PROPERTY MANAGERS, LLC
By: ARMOR HOLDINGS PROPERTIES,
INC., Managing Member
By:___________________________________
Name: Robert R. Schiller
Title: Vice President
ARMOR HOLDINGS LP, LLC
By:___________________________________
Name: Robert R. Schiller
Title: Vice President
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SCHEDULE I to
Subsidiaries Pledge Agreement Supplement
DESCRIPTION OF PLEDGED STOCK
Name of Name Capital Stock Issued No. of Capital Capital
Pledgor of Issuer and Outstanding Stock Pledged Stock No.
Bengal Acquisition Corp. O'Gara-Hess & Eisenhardt 13,517 Shares Issued and 13,517 Shares 23, 24, 25,
Armoring Company Outstanding 26, 27 30,
31
Bengal Acquisition Corp. The O'Gara Company 100 Shares Issued and 100 Shares 1
Outstanding
Bengal Acquisition Corp. O'Gara Security Associates, 100 Shares Issued and 100 Shares 1
Inc. Outstanding
O'Gara Security Associates, Inc. International Training Inc. 100 Shares Issued and 100 Shares 15
Outstanding
O'Gara-Hess & Eisenhardt Armoring O'Gara-Hess & Eisenhardt do 100,000 Shares Issued and 65,000 Shares N/A
Company Brasil LTDA Outstanding
O'Gara-Hess & Eisenhardt Armoring O'Gara France S.A. 2,500 Shares Issued and 1,625 Shares N/A
Company Outstanding
O'Gara-Hess & Eisenhardt Armoring O'Gara-Hess & Eisenhardt, 20,000,000 Shares Issued 11,700,000 Shares N/A
Company S.R.L. and Outstanding
O'Gara-Hess & Eisenhardt Armoring O'Gara Hess & Eisenhardt 3,610,568 Shares Issued 2,282,795 Shares N/A
Company de Colombia, S.A. and Outstanding
O'Gara-Hess & Eisenhardt Armoring The O'Gara Company de 500 Shares Issued and 325 Shares N/A
Company Mexico, S.A. de C.V. Outstanding
O'Gara-Hess & Eisenhardt Armoring Orientacion Profesional y 500 Shares issued and 325 Shares N/A
Company Administrativa, S.A. de C.V. Outstanding
International Training, Inc. ITI Limited Partnership N/A 1% of Partnership N/A
Interests
O'Gara Security Associates, Inc. ITI Limited Partnership N/A 99% of Partnership N/A
Interests
Break-Free Armor Corp. Break-Free Inc. 8,082 Shares Issued and 8,082 Shares 11
Outstanding
Monadnock Lifetime Products, Inc. Casco International, Inc. 100 Shares Issued and 100 Shares 4
(DE) Outstanding
Monadnock Lifetime Products, Inc. Monadnock Lifetime Products, 100 Shares Issued and 100 shares 2
(DE) Inc. (NH) Outstanding
Monadnock Lifetime Products, Inc. Monadnock Police Training 100 Shares Issued and 100 Shares 2
(DE) Council, Inc. Outstanding
Armor Holdings GP, LLC Armor Group Limited N/A 65% of its N/A
Partnership Partnership
Interest in Armor
Group Limited
Partnership
Armor Holdings LP, LLC Armor Group Limited N/A 65% of its N/A
Partnership Partnership
Interest in Armor
Group Limited
Partnership
Armor Holdings Properties, Inc. NAP Properties, Ltd. N/A 8% of Partnership N/A
Interests
NAP Property Managers, LLC NAP Properties, Ltd. N/A 92% of Partnership N/A
Interests
Armor Holdings Properties, Inc. NAP Property Managers, LLC. N/A 100% of Membership N/A
Interests
ANNEX I to Supplement
ACKNOWLEDGMENT AND CONSENT
The undersigned, the New Issuer referred to in the foregoing
Supplement to Subsidiaries Pledge Agreement, hereby acknowledges receipt of a
copy thereof and of the Subsidiaries Pledge Agreement referred to therein and
agrees to be bound thereby and to comply with the terms thereof insofar as such
terms are applicable to it. 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 Subsidiaries Pledge Agreement. The undersigned further
agrees that the terms of Section 9 of the Subsidiaries Pledge Agreement shall
apply to it, mutatis mutandis, with respect to all actions that may be required
of it under or pursuant to or arising out of Section 9 of the Subsidiaries
Pledge Agreement.
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, INCORPORATED
By:____________________________________
Name: Robert R. Schiller
Title: Secretary and Treasurer
ITI LIMITED PARTNERSHIP
By:____________________________________
Name: Robert R. Schiller
Title: Secretary and Treasurer
O'GARA-HESS & EISENHARDT DO BRASIL LTDA
By:____________________________________
Name: Ronaldo Martins
Title: Legal Representative
O'GARA FRANCE S.A.
By:____________________________________
Name: Olivier Robing
Title: Director General &
General Manager
O'GARA-HESS & EISENHARDT, S.R.L.
By:____________________________________
Name: Richard Currotto
Title: President
O'GARA HESS & EISENHARDT DE COLOMBIA S.A.
By:____________________________________
Name: Ricardo Moreno
Title: General Manager
THE O'GARA COMPANY DE MEXICO, SA DE CV
By:____________________________________
Name: Robert R. Schiller
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
ARMOR GROUP LIMITED PARTNERSHIP
By: ARMOR HOLDINGS GP, LLC, General
Partner
By_______________________
Name: Robert R. Schiller
Title: Vice President
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
ORIENTACION PROFESIONAL Y
ADMINISTRATIVA, S.A. DE C.V.
By________________________
Name: Robert R. Schiller
Title: Treasurer