TRADEMARK SECURITY AGREEMENT
THIS TRADEMARK SECURITY AGREEMENT (as amended, restated, supplemented or
otherwise modified from time to time, this "Agreement") is entered into as of
August 12, 2003 by the entities listed on the signature pages hereto (the
"Grantor"), in favor of BANK OF AMERICA, N.A., as Administrative Agent (the
"Administrative Agent") under the Credit Agreement (as defined below).
The Grantor owns certain trademarks and service marks, including those
trademark registrations and trademark applications listed on Schedule 1 annexed
hereto, and is party to the trademark licenses listed on Schedule 2 annexed
hereto; and
Pursuant to the terms of the Collateral Agreement dated of even date
herewith (as amended, restated, supplemented or otherwise modified from time to
time, the "Collateral Agreement"), among the Grantor, certain other subsidiaries
of Armor Holdings, Inc. (the "Borrower") and the Administrative Agent, the
Grantor has granted to the Administrative Agent a security interest in certain
assets of the Grantor, including all right, title and interest of the Grantor
in, to and under all Trademark Collateral (as hereinafter defined) as collateral
security for the prompt and complete payment and performance when due (whether
at the stated maturity, by acceleration or otherwise) of the Obligations owing
by the Borrower under the Credit Agreement, dated of even date herewith (as
amended, restated, supplemented or otherwise modified, the "Credit Agreement"),
by and among the Borrower, the Lenders party thereto and the Administrative
Agent, and the other Loan Documents described in the Credit Agreement. All
capitalized terms defined in the Credit Agreement or the Collateral Agreement
and not otherwise defined herein have the respective meanings provided for in
the Credit Agreement or the Collateral Agreement, as applicable.
To induce the Administrative Agent and the Lenders to enter into the Credit
Agreement and to induce the Lenders to make their respective Credit Extensions
to the Borrower thereunder, the Grantor hereby agrees with the Administrative
Agent, for the ratable benefit of itself and the Lenders, as follows:
1. GRANT OF SECURITY INTEREST. The Grantor does hereby grant to the
Administrative Agent a continuing security interest in all of such Grantor's
right, title and interest in, to and under all of the following (all of the
following items or types of property being herein collectively referred to as
the "Trademark Collateral"), whether now existing or hereafter created or
acquired, as collateral security for the prompt and complete payment and
performance when due (whether at the stated maturity, by acceleration or
otherwise) of the Obligations:
(a) all Trademarks, including, without limitation, each Trademark
referred to in Schedule 1 annexed hereto together with any divisions or renewals
thereof;
(b) all Trademark Licenses and other agreements providing the Grantor
with the right to use, or pursuant to which such Grantor provides the right to
use, any of the items described in Section 1(a) (other than any such agreement
that by its terms prohibits the granting
of a security interest therein), including each Trademark License referred to in
Schedule 2 annexed hereto;
(c) all of the goodwill of the business connected with the use of, and
symbolized by, each item described in Section 1(a) or Section 1(b);
(d) the right to sue third parties for past, present or future
infringements of any Trademark Collateral described in Section 1(a) and, to the
extent applicable, Section 1(b); and
(e) all products and proceeds of, and the rights associated with, the
foregoing, including, without limitation, any claim by such Grantor against
third parties for past, present or future (i) infringement or dilution of any
Trademark or Trademark registration including, without limitation, the
Trademarks and Trademark registrations referred to in Schedule 1 annexed hereto,
the Trademark registrations issued with respect to the Trademark applications
referred to in Schedule 1 and the trademarks licensed under any Trademark
License, (ii) injury to the goodwill associated with the use of any such
Trademark, Trademark registration or trademark licensed under any Trademark
License, or (iii) breach or enforcement of any Trademark License.
2. OTHER SECURITY INTERESTS. This security interest is granted in
conjunction with the security interests granted to the Administrative Agent
pursuant to the Collateral Agreement. The Grantor hereby acknowledges and
affirms that the rights and remedies of the Administrative Agent with respect to
the security interest granted herein are without prejudice to, and are in
addition to, those set forth in the Collateral Agreement, the terms and
provisions of which are incorporated by reference herein as if fully set forth
herein. In the event that any provisions of this Agreement are deemed to
conflict with the Collateral Agreement, the provisions of the Collateral
Agreement shall govern.
3. RESTRICTIONS ON FUTURE AGREEMENTS. The Grantor agrees that until all
Obligations shall have been satisfied in full and the Credit Agreement shall
have been terminated, such Grantor will not, without the Administrative Agent's
prior written consent, enter into any agreement including, without limitation,
any license agreement, which is inconsistent with such Grantor's obligations
under this Agreement if such action would reasonably be expected to materially
adversely affect the fair market value of the Trademark Collateral or the
benefits of this Agreement to the Administrative Agent, and the Grantor further
agrees that it will not take any action, or permit any action to be taken by
others subject to its control, including licensees, or fail to take any action,
which would materially adversely affect the validity or enforcement of the
rights transferred to the Administrative Agent under this Agreement.
4. NEW TRADEMARKS. The Grantor represents and warrants to the
Administrative Agent that the Trademarks listed on Schedule 1 and the Trademark
Licenses listed on Schedule 2 constitute all of the Trademarks now owned by or
licensed to such Grantor for which registrations have been issued or applied for
in the United States Patent and Trademark Office. If, before the Obligations
have been satisfied in full and the Credit Agreement terminated, the Grantor
shall (i) obtain rights to any new trademarks, trademark registrations or
applications or tradenames used in the United States or in any foreign country
or (ii) become entitled to the
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benefit of any trademark application, trademark, trademark registration or
tradename used in the United States or in any foreign country, the provisions of
Section 1 above shall automatically apply thereto and the Grantor shall give to
the Administrative Agent prompt written notice thereof. The Grantor hereby
authorizes the Administrative Agent to modify this Agreement upon such written
notice by amending Schedule 1 and Schedule 2 to include any future trademarks,
trademark registrations, trademark applications, tradenames and license
agreements which are Trademarks, as applicable, under Section 1 above or under
this Section 4.
5. LENDERS NOT LIABLE. Neither the Administrative Agent nor any Lender by
virtue of this Agreement assumes any obligations whatsoever in respect of the
Trademark Collateral including, without limitations, any obligation to renew
registrations of or defend the validity, enforceability or distinctiveness of
the Trademark Collateral.
6. COUNTERPARTS. This Agreement may be executed by one or more of the
parties to this Agreement on any number of separate counterparts (including by
telecopy) and all of said counterparts, taken together, shall be deemed to
constitute one and the same instrument.
7. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
successors and assigns of the Grantor and shall inure to the benefit of the
Grantor, the Administrative Agent and the Lenders and their successors and
assigns; provided that the Grantor may not assign, transfer or delegate any of
its rights or obligations under this Agreement without the prior written consent
of the Administrative Agent.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the Grantor has caused this Agreement to be duly
executed by its duly authorized officer thereunto, all as of the date first set
forth above.
ARMOR HOLDINGS, INC.,
as Grantor
By:
--------------------------------
Name: Phil Baratelli
Title: Controller and Treasurer
ACKNOWLEDGMENT
STATE OF GEORGIA
COUNTY OF ____________________
I, ___________________________, a Notary Public for said County and State,
do hereby certify that Phil Baratelli personally appeared before me this day and
stated that he is Controller and Treasurer of Armor Holdings, Inc. and
acknowledged the due execution of the foregoing instrument.
Witness my hand and official seal, this ____ day of August, 2003.
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Notary Public
My commission expires:
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ARMOR BRANDS, INC.,
as Grantor
By:
--------------------------------
Name: Phil Baratelli
Title: Vice President
ACKNOWLEDGMENT
STATE OF GEORGIA
COUNTY OF ____________________
I, ___________________________, a Notary Public for said County and State,
do hereby certify that Phil Baratelli personally appeared before me this day and
stated that he is Vice President of Armor Brands, Inc. and acknowledged the due
execution of the foregoing instrument.
Witness my hand and official seal, this ____ day of August, 2003.
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Notary Public
My commission expires:
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O'GARA-HESS & EISENHARDT ARMORING
COMPANY, L.L.C.
as Grantor
By:
--------------------------------
Name: Phil Baratelli
Title: Vice President
ACKNOWLEDGMENT
STATE OF GEORGIA
COUNTY OF ____________________
I, ___________________________, a Notary Public for said County and State,
do hereby certify that Phil Baratelli personally appeared before me this day and
stated that he is Vice President of O'Gara-Hess & Eisenhardt Armoring Company,
L.L.C. and acknowledged the due execution of the foregoing instrument.
Witness my hand and official seal, this ____ day of August, 2003.
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Notary Public
My commission expires:
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ARMOR HOLDINGS PRODUCTS, INC.,
as Grantor
By:
--------------------------------
Name: Phil Baratelli
Title: Vice President
ACKNOWLEDGMENT
STATE OF GEORGIA
COUNTY OF ____________________
I, ___________________________, a Notary Public for said County and State,
do hereby certify that Phil Baratelli personally appeared before me this day and
stated that he is Vice President of Armor Holdings Products, Inc. and
acknowledged the due execution of the foregoing instrument.
Witness my hand and official seal, this ____ day of August, 2003.
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Notary Public
My commission expires:
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911EP, INC., as Grantor
By:
--------------------------------
Name: Phil Baratelli
Title: Vice President
ACKNOWLEDGMENT
STATE OF GEORGIA
COUNTY OF ____________________
I, ___________________________, a Notary Public for said County and State,
do hereby certify that Phil Baratelli personally appeared before me this day and
stated that he is Vice President of 911 EP, Inc. and acknowledged the due
execution of the foregoing instrument.
Witness my hand and official seal, this ____ day of August, 2003.
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Notary Public
My commission expires:
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ARMOR HOLDINGS FORENSICS, INC.,
as Grantor
By:
--------------------------------
Name: Phil Baratelli
Title: Vice President
ACKNOWLEDGMENT
STATE OF GEORGIA
COUNTY OF ____________________
I, ___________________________, a Notary Public for said County and State,
do hereby certify that Phil Baratelli personally appeared before me this day and
stated that he is Vice President of Armor Holdings Forensics, Inc. and
acknowledged the due execution of the foregoing instrument.
Witness my hand and official seal, this ____ day of August, 2003.
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Notary Public
My commission expires:
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INDENTICATOR, INC.,
as Grantor
By:
--------------------------------
Name: Phil Baratelli
Title: Vice President
ACKNOWLEDGMENT
STATE OF GEORGIA
COUNTY OF ____________________
I, ___________________________, a Notary Public for said County and
State, do hereby certify that Phil Baratelli personally appeared before me this
day and stated that he is Vice President of Identicator, Inc. and acknowledged
the due execution of the foregoing instrument.
Witness my hand and official seal, this ____ day of August, 2003.
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Notary Public
My commission expires:
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ARMOR SAFETY PRODUCTS COMPANY,
as Grantor
By:
--------------------------------
Name: Phil Baratelli
Title: Vice President
ACKNOWLEDGMENT
STATE OF GEORGIA
COUNTY OF ____________________
I, ___________________________, a Notary Public for said County and State,
do hereby certify that Phil Baratelli personally appeared before me this day and
stated that he is Vice President of Armor Safety Products Company and
acknowledged the due execution of the foregoing instrument.
Witness my hand and official seal, this ____ day of August, 2003.
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Notary Public
My commission expires:
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B-SQUARE, INC.,
as Grantor
By:
--------------------------------
Name: Phil Baratelli
Title: Vice President
ACKNOWLEDGMENT
STATE OF GEORGIA
COUNTY OF ____________________
I, ___________________________, a Notary Public for said County and State,
do hereby certify that Phil Baratelli personally appeared before me this day and
stated that he is Vice President of B-Square, Inc. and acknowledged the due
execution of the foregoing instrument.
Witness my hand and official seal, this ____ day of August, 2003.
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Notary Public
My commission expires:
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BREAK-FREE, INC., as Grantor
By:
--------------------------------
Name: Phil Baratelli
Title: Vice President
ACKNOWLEDGMENT
STATE OF GEORGIA
COUNTY OF ____________________
I, ___________________________, a Notary Public for said County and State,
do hereby certify that Phil Baratelli personally appeared before me this day and
stated that he is Vice President of Break-Free, Inc. and acknowledged the due
execution of the foregoing instrument.
Witness my hand and official seal, this ____ day of August, 2003.
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Notary Public
My commission expires:
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SPEEDFEED ACQUISITION CORP.,
as Grantor
By:
--------------------------------
Name: Phil Baratelli
Title: Vice President
ACKNOWLEDGMENT
STATE OF GEORGIA
COUNTY OF ____________________
I, ___________________________, a Notary Public for said County and State,
do hereby certify that Phil Baratelli personally appeared before me this day and
stated that he is Vice President of Speedfeed Acquisition Corp. and acknowledged
the due execution of the foregoing instrument.
Witness my hand and official seal, this ____ day of August, 2003.
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Notary Public
My commission expires:
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DEFENSE TECHNOLOGY CORPORATION OF
AMERICA,
as Grantor
By:
--------------------------------
Name: Phil Baratelli
Title: Vice President
ACKNOWLEDGMENT
STATE OF GEORGIA
COUNTY OF ____________________
I, ___________________________, a Notary Public for said County and State,
do hereby certify that Phil Baratelli personally appeared before me this day and
stated that he is Vice President of Defense Technology Corporation of America
and acknowledged the due execution of the foregoing instrument.
Witness my hand and official seal, this ____ day of August, 2003.
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Notary Public
My commission expires:
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CASCO INTERNATIONAL, INC.,
as Grantor
By:
--------------------------------
Name: Phil Baratelli
Title: Vice President
ACKNOWLEDGMENT
STATE OF GEORGIA
COUNTY OF ____________________
I, ___________________________, a Notary Public for said County and State,
do hereby certify that Phil Baratelli personally appeared before me this day and
stated that he is Vice President of Casco International, Inc. and acknowledged
the due execution of the foregoing instrument.
Witness my hand and official seal, this ____ day of August, 2003.
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Notary Public
My commission expires:
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MONADNOCK LIFETIME PRODUCTS, INC.
(DE),
as Grantor
By:
--------------------------------
Name: Phil Baratelli
Title: Vice President
ACKNOWLEDGMENT
STATE OF GEORGIA
COUNTY OF ____________________
I, ___________________________, a Notary Public for said County and State,
do hereby certify that Phil Baratelli personally appeared before me this day and
stated that he is Vice President of Monadnock Lifetime Products, Inc. and
acknowledged the due execution of the foregoing instrument.
Witness my hand and official seal, this ____ day of August, 2003.
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Notary Public
My commission expires:
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PRO-TECH ARMORED PRODUCTS OF
MASSACHUSETTS, INC.,
as Grantor
By:
--------------------------------
Name: Phil Baratelli
Title: Vice President
ACKNOWLEDGMENT
STATE OF GEORGIA
COUNTY OF ____________________
I, ___________________________, a Notary Public for said County and State,
do hereby certify that Phil Baratelli personally appeared before me this day and
stated that he is Vice President of Pro-Tech Armored Products of Massachusetts,
Inc. and acknowledged the due execution of the foregoing instrument.
Witness my hand and official seal, this ____ day of August, 2003.
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Notary Public
My commission expires:
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RAMTECH DEVELOPMENT CORP.,
as Grantor
By:
--------------------------------
Name: Phil Baratelli
Title: Vice President
ACKNOWLEDGMENT
STATE OF GEORGIA
COUNTY OF ____________________
I, ___________________________, a Notary Public for said County and State,
do hereby certify that Phil Baratelli personally appeared before me this day and
stated that he is Vice President of Ramtech Development Corp. and acknowledged
the due execution of the foregoing instrument.
Witness my hand and official seal, this ____ day of August, 2003.
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Notary Public
My commission expires:
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SAFARI LAND LTD, INC.,
as Grantor
By:
--------------------------------
Name: Phil Baratelli
Title: Vice President
ACKNOWLEDGMENT
STATE OF GEORGIA
COUNTY OF ____________________
I, ___________________________, a Notary Public for said County and State,
do hereby certify that Phil Baratelli personally appeared before me this day and
stated that he is Vice President of Safari Land Ltd., Inc. and acknowledged the
due execution of the foregoing instrument.
Witness my hand and official seal, this ____ day of August, 2003.
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Notary Public
My commission expires:
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NETWORK AUDIT SYSTEMS, INC.,
as Grantor
By:
--------------------------------
Name: Phil Baratelli
Title: Vice President
ACKNOWLEDGMENT
STATE OF GEORGIA
COUNTY OF ____________________
I, ___________________________, a Notary Public for said County and State,
do hereby certify that Phil Baratelli personally appeared before me this day and
stated that he is Vice President of Network Audit Systems, Inc. and acknowledged
the due execution of the foregoing instrument.
Witness my hand and official seal, this ____ day of August, 2003.
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Notary Public
My commission expires:
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Agreed and Accepted as of August __, 2003.
BANK OF AMERICA, N.A.,
as Administrative Agent
By:
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Name: Michael Brashler
Title: Vice President and Senior Agency Officer