ARMOR HOLDINGS, INC.
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
ANY AND ALL OUTSTANDING
8 1/4% SENIOR SUBORDINATED NOTES DUE 2013
IN EXCHANGE FOR NEW
8 1/4% SENIOR SUBORDINATED NOTES DUE 2013
This Notice of Guaranteed Delivery, or one substantially
equivalent to this form, must be used by registered holders of outstanding
8 1/4% Senior Subordinated Notes due 2013 (the "Old Notes") of Armor Holdings,
Inc., a Delaware corporation (the "Company"), who wish to tender their Old Notes
for an equal principal amount of new 8 1/4% Senior Subordinated Notes due 2013
(the "New Notes") of the same maturity that have been registered under the
Securities Act of 1933, as amended (the "Securities Act") if (i) the Old Notes,
a duly completed and executed letter of transmittal (the "Letter of
Transmittal") and all other required documents cannot be delivered to Wachovia
Bank, National Association (the "Exchange Agent") prior to 5:00 P.M., New York
City time, on , 2004, or such later date and time to which the exchange
offer may be extended (the "Expiration Date") or (ii) the procedures for
delivery of the Old Notes being tendered by book-entry transfer, together with a
duly completed and executed Letter of Transmittal, cannot be completed on or
prior to 5:00 P.M., New York City time, on the Expiration Date. This Notice of
Guaranteed Delivery may be delivered by hand, overnight courier or mail, or
transmitted by facsimile transmission (receipt confirmed by telephone and an
original delivered by guaranteed overnight delivery), to the Exchange Agent. See
"The Exchange Offer-Procedures for Tendering" and " -- Guaranteed Delivery
Procedures" in the Prospectus. The Company has the right to reject a tender of
Old Notes made pursuant to the guaranteed delivery procedures unless the
registered holder using the guaranteed delivery procedure submits either (a) the
Old Notes tendered thereby, in proper form for transfer, or (b) confirmation of
book-entry transfer in the manner set forth in the Prospectus, in either case
together with one or more properly completed and duly executed Letter(s) of
Transmittal (or facsimile thereof) and any other required documents by 5:00
P.M., New York City time, on the third New York Stock Exchange trading day
following the Expiration Date. Capitalized terms used but not defined herein
have the meanings assigned to them in the Prospectus.
The Exchange Agent for The Exchange Offer Is:
WACHOVIA BANK, NATIONAL ASSOCATION
By Registered or Certified Mail Facsimile Transmissions: By Hand Or Overnight Delivery
(Eligible Institutions Only)
Wachovia Bank, National Association -------------- Wachovia Bank, National Association
Corporate Trust Operations Corporate Trust Operations
1525 West W.T. Harris Boulevard 1525 West W.T. Harris Boulevard
Charlotte, North Carolina 28288 Charlotte, North Carolina 28262
Attn: Marsha Rice Attn: Marsha Rice
Confirm By Telephone:
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For Information Call:
Wachovia Bank, National Association
Corporate Trust Operations
1525 West W.T. Harris Boulevard
Charlotte, North Carolina 28288
Attn.: Marsha Rice
Telephone # (704) 490-7413
Fax # (704) 590-7628
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Delivery of this Notice Of Guaranteed Delivery to an address
other than as set forth above or transmission of this Notice of Guaranteed
Delivery via facsimile to a number other than as set forth above will not
constitute a valid delivery.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO
GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO
BE GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH
SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE
SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
Ladies and Gentlemen:
The undersigned hereby tenders to the Company, upon the terms
and subject to the conditions set forth in Prospectus dated , 2004
(as the same may be amended or supplemented from time to time, the
"Prospectus"), and the related Letter of
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Transmittal (which together constitute the "Exchange Offer"), receipt of which
is hereby acknowledged, the aggregate principal amount of the Old Notes set
forth below pursuant to the guaranteed delivery procedures set forth in the
Prospectus under the caption "The Exchange Offer-Guaranteed Delivery Procedures"
and in Instruction 2 to the Letter of Transmittal.
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DESCRIPTION OF SECURITIES TENDERED
Aggregate
Name and Address of Certificate Principal
Registered Holder as it Number(s) of Old Amount Principal
Appears on the Old Old Notes Maturity of Old Represented by Amount Old
Notes (Please Print) Tendered Notes Tendered Old Notes Notes Tendered*
- -------------------- --------------------- --------------------- --------------------- ---------------------
- --------------------- --------------------- --------------------- --------------------- ---------------------
- --------------------- --------------------- --------------------- --------------------- ---------------------
- --------------------- --------------------- --------------------- --------------------- ---------------------
- --------------------- --------------------- --------------------- --------------------- ---------------------
*Must be tendered only in integral multiples of $1,000.
If the Old Notes will be tendered by book-entry transfer, provide the following
information:
DTC Account Number: _________________________________
All authority herein conferred or agreed to be conferred shall survive the death
or incapacity of the undersigned and every obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned.
PLEASE SIGN HERE
X_______________________ Date:____________________, 2004
X_______________________ Date:____________________, 2004
Signature(s) of Owner(s) or
Authorized Signatory
Area Code and Telephone Number:_______________________
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Must be signed by the holder(s) of the Old Notes as their name(s) appear(s) on
certificates of the Old Notes or on a security position listing, or by person(s)
authorized to become registered holder(s) by endorsement and documents
transmitted with this Notice of Guaranteed Delivery. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer or other
person acting in a fiduciary or representative capacity, such person must set
forth his or her full title below.
Please print name(s) and address(es)
Name(s): ----------------------------------------------------
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Capacity: ----------------------------------------------------
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Address(es): ----------------------------------------------------
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THE FOLLOWING GUARANTEE MUST BE COMPLETED
GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm or other entity identified in Rule
17Ad-15 under the Securities Exchange Act of 1934, as amended, as an "eligible
guarantor institution, " including (as such terms are defined therein): (i) a
bank; (ii) a broker, dealer, municipal securities dealer, municipal securities
broker, government securities dealer, government securities broker; (iii) a
credit union; (iv) a national securities exchange, registered securities
association or clearing agency; or (v) a savings association that is a
participant in a Securities Transfer Association recognized program (each of the
foregoing being referred to as an "Eligible Institution"), hereby guarantees to
deliver to the Exchange Agent, at one of its addresses set forth above, either
(a) the Old Notes tendered hereby, in proper form for transfer, or (b)
confirmation of the book-entry transfer of such Old Notes to the Exchange
Agent's account at The Depository Trust Company ("DTC") maintained for such
purpose, pursuant to the procedures for book-entry transfer set forth in the
Prospectus, in either case together with one or more properly completed and duly
executed Letter(s) of Transmittal (or facsimile thereof) and any other required
documents by 5:00 P.M., New York City time, on the third New York Stock Exchange
trading day following the Expiration Date.
The undersigned acknowledges that it must deliver the
Letter(s) of Transmittal and the Old Notes tendered hereby to the Exchange Agent
within the time period set forth above and that failure to do so could result in
a financial loss to the undersigned.
Name of Firm:____________________________ ______________________________
(Authorized Signature)
Address: ____________________________ Title:________________________
___________________________________ Name:_________________________
(zip code) (Please type or print)
Area Code and
Telephone Number: _______________________ Date:_________________________
NOTE: DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. CERTIFICATES FOR
OLD NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL.
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