EXECUTION COPY
AMENDMENT
AMENDMENT, dated as of December 9, 2002 (this "Amendment"), to the
Amended and Restated Credit Agreement, dated as of August 22, 2001 (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., as Borrower (the "Borrower"), the several lenders from time to
time parties thereto (the "Lenders"), BANK OF AMERICA, N.A., as administrative
agent (the "Administrative Agent"), WACHOVIA BANK, NATIONAL ASSOCIATION,
successor to First Union National Bank, as documentation agent (the
"Documentation Agent"), SUNTRUST BANK, as co-agent (the "Co-Agent"), and BANC OF
AMERICA SECURITIES LLC, as sole lead arranger and book manager (the "Lead
Arranger").
RECITALS
WHEREAS, the Borrower has requested that the Required Lenders agree to
amend certain provisions of the Credit Agreement, as more fully set forth in
this Amendment; and
WHEREAS, the Required 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 and the Required Lenders parties hereto 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 to the Existing Credit Agreement. The Existing
Credit Agreement is hereby amended as follows:
(a) Section 1.1 of the Existing Credit Agreement, Defined Terms,
is hereby amended by deleting the definition of "Consolidated Fixed Charges" in
its entirety and substituting in lieu thereof the following:
"Consolidated Fixed Charges': for any period, the sum of,
without duplication, (i) the amounts deducted for the cash portion of
Consolidated Interest Expense in determining Consolidated Net Income
for such period, (ii) the amount of scheduled payments of principal of
Indebtedness during such period plus the non-interest portion of
payments under Financing Leases during such period, (iii) the amount of
cash income taxes paid, net of any tax cash refunds received, during
such period, and (iv) Consolidated Capital Expenditures made during
such period."
(b) Section 1.1 of the Existing Credit Agreement, Defined Terms,
is hereby amended by inserting, in the appropriate alphabetical order, the
following new definitions:
"December 2002 Amendment': that certain Amendment, dated as of
December 9, 2002, to this Agreement."
"December 2002 Amendment Effective Date': the "Amendment Effective
Date", as defined in the December 2002 Amendment."
(c) Section 10.8 of the Existing Credit Agreement, Limitation on
Dividends, is hereby amended by deleting such section in its entirety and
substituting in lieu thereof the following:
"10.8 Limitation on Dividends. Declare or pay any dividend
(other than dividends payable solely in common stock of the Borrower)
on, or make any payment on account of, or set apart assets for a
sinking or other analogous fund for, the purchase, redemption,
defeasance, retirement or other acquisition of, any shares of any class
of Capital Stock of the Borrower or any warrants or options to purchase
any such Stock, whether now or hereafter outstanding, or make any other
distribution in respect thereof, either directly or indirectly, whether
in cash or property or in obligations of the Borrower or any Subsidiary
(such declarations, payments, setting apart, purchases, redemptions,
defeasances, retirements, acquisitions and distributions being herein
called "Restricted Payments"). Notwithstanding the foregoing, however,
the Borrower may repurchase the Capital Stock of the Borrower pursuant
to any currently existing or subsequently adopted stock repurchase
program without any limitation, provided, that the ratio of
Consolidated Total Indebtedness to Consolidated EBITDA as of the last
day of any Rolling Period (calculated on a pro forma basis as if such
repurchase of Capital Stock of the Borrower, and the incurrence of any
Indebtedness by any Loan Party in connection therewith, had occurred
immediately prior to such day) is less than 1.00 to 1. From and after
the last day of any Rolling Period (beginning with the Rolling Period
ended immediately prior to the December 2002 Amendment Effective Date)
for which the ratio of Consolidated Total Indebtedness to Consolidated
EBITDA as of the last day of any such Rolling Period (calculated on a
pro forma basis as if such repurchase of Capital Stock of the Borrower,
and the incurrence of any Indebtedness by any Loan Party in connection
therewith, had occurred immediately prior to such day) is 1.00 to 1 or
greater (such day, the "Limitation Date"), the Borrower shall be
subject to a limitation of $15,000,000 in the aggregate for all such
repurchases of Capital Stock (the "Limitation") from and after the
Limitation Date. The Limitation described previously shall not be
applicable during any subsequent Rolling Period in which the ratio
described herein for such Rolling Period is less than 1.00 to 1. For
any subsequent Rolling Period in which the ratio described herein for
such Rolling Period is 1.00 to 1 or greater, the Limitation shall again
be $15,000,000 in the aggregate from and after any such subsequent
Rolling Period."
3. Representations and Warranties. To induce the Administrative
Agent and the Lenders to execute and deliver this Amendment, the Borrower hereby
represents and warrants that the representations and warranties contained in the
Credit Agreement and the other Loan
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Documents are true and correct in all material respects as if made on and as of
the date hereof and no Default or Event of Default has occurred and is
continuing.
4. Effectiveness. This Amendment shall become effective upon the
satisfaction of the following conditions precedent (the date of such
effectiveness being referred to herein as the "Amendment Effective Date"):
(a) the Administrative Agent shall have received satisfactory
evidence that this Amendment has been duly executed and delivered by the
Borrower and the Required Lenders; and
(b) the Administrative Agent shall have received any other
documents relating hereto that shall be reasonably requested by the Required
Lenders or the Administrative Agent.
5. No Other Amendments or Waivers. 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, waiver or modification of any
provision thereof.
6. Severability. In case any of the provisions of this Amendment
shall for any reason be held to be invalid, illegal or unenforceable, such
invalidity, illegality, or unenforceability shall not affect any other provision
hereof, and this Amendment shall be construed as if such invalid, illegal, or
unenforceable provision had never been contained herein.
7. 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. Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of an originally executed
counterpart of this Amendment.
8. Expenses. The Borrower agrees to pay and reimburse the Required
Lenders and the Administrative Agent for the out-of-pocket costs and expenses
incurred by the Required Lenders and 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.
9. No Defenses, Release. None of the Borrower nor any other Loan
Party has any claims, counterclaims, offsets or defenses to the Loan Documents
or the Obligations, or if any such Person does have any claims, counterclaims,
offsets or defenses to the Loan Documents or the Obligations, the same are
hereby waived, relinquished and released in consideration of the execution and
delivery of this Amendment by the Lenders parties hereto. By its execution
hereof and in consideration of the mutual covenants contained herein and the
accommodations granted to the Borrower hereunder, the Borrower on behalf of
itself and the other Loan Parties expressly waives and releases any and all
claims and causes of actions any of them may have, or allege to have (and all
defenses which may arise out of any of the foregoing), whether known or unknown,
against the Administrative Agent or any Lender or any of their Affiliates,
employees, directors, officers, attorneys or agents, arising out of the credit
relationship between the Borrower and the Lenders up to and including the date
of this Amendment.
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10. Integration. This Amendment, the Credit Agreement and the
other Loan Documents represent the agreement of the Borrower, the Administrative
Agent and the Lenders with respect to the subject matter hereof, and there are
no promises, undertakings, representations or warranties by the Administrative
Agent or any Lender relative to the subject matter hereof not expressly set
forth or referred to herein or in Credit Agreement or the other Loan Documents.
11. APPLICABLE LAW. THIS AMENDMENT 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 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:
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Name:
Title:
BANK OF AMERICA, N.A., as Administrative Agent
By:
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Name: Susan Ryan
Title: Senior Agency Officer
BANK OF AMERICA, N.A., as Lender and
Offshore Fronting Lender
By:
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Name: Brian K. Keeney
Title: Vice President
WACHOVIA BANK, NATIONAL ASSOCIATION,
successor to FIRST UNION NATIONAL
BANK, as Documentation Agent and
as a Lender
By:
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Name:
Title:
SUNTRUST BANK,
as Co-Agent and as a Lender
By:
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Name:
Title:
REPUBLIC BANK,
as a Lender
By:
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Name:
Title:
KEYBANK NATIONAL ASSOCIATION,
as a Lender
By:
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Name:
Title:
ING CAPITAL LLC, formerly known as ING
(U.S.) CAPITAL LLC,
as a Lender
By:
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Name:
Title:
ACCEPTED AND AGREED BY THE
UNDERSIGNED GUARANTORS:
NIK PUBLIC SAFETY, INC.
By:
---------------------------------
Name: Todd Smith
Title: Secretary
LOW VOLTAGE SYSTEMS TECHNOLOGY, INC.
By:
---------------------------------
Name: Ronald S. Berger
Title: President
AMERICAN BODY ARMOR & EQUIPMENT, INC.
By:
---------------------------------
Name: Todd Smith
Title: Secretary
DEFENSE TECHNOLOGY CORPORATION OF AMERICA
By:
---------------------------------
Name: Todd Smith
Title: Secretary
PRO-TECH ARMORED PRODUCTS OF
MASSACHUSETTS, INC.
By:
---------------------------------
Name: Todd Smith
Title: Secretary
ARMOR HOLDINGS PROPERTIES, INC.
By:
---------------------------------
Name: Robert R. Schiller
Title: Vice President
FEDERAL LABORATORIES, INC.
By:
---------------------------------
Name: Todd Smith
Title: Secretary
THE PARVUS COMPANY
By:
---------------------------------
Name: Bill Marshall
Title: President
THE PARVUS INTERNATIONAL
INFORMATION COMPANY
By:
---------------------------------
Name: Stephen Loffler
Title: Chief Executive Officer
THE PARVUS CRISIS MANAGEMENT CORPORATION
By:
---------------------------------
Name: Stephen Loffler
Title: Chief Executive Officer
SAFARI LAND LTD. INC.
By:
---------------------------------
Name: Todd Smith
Title: Secretary