FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE, dated as of September 30, 2003 (the
"SUPPLEMENTAL INDENTURE"), among ARMOR HOLDINGS, INC., a Delaware corporation
(the "COMPANY"), the subsidiary guarantors listed as signatories to the
Indenture as defined below (collectively, the "INITIAL SUBSIDIARY GUARANTORS"),
the Discontinued Domestic Subsidiaries as defined in the Indenture and listed in
Schedule I hereto (collectively, the "NEW SUBSIDIARY GUARANTORS") and Wachovia
Bank, National Association, a national banking association, as trustee (the
"TRUSTEE").
WITNESSETH
WHEREAS, the Company has issued its 8 1/4% Senior Subordinated Notes
due 2013 (the "NOTES") in the aggregate principal amount of $150,000,000 under
and pursuant to the Indenture dated August 12, 2003, among the Company, the
Initial Subsidiary Guarantors and the Trustee (the "INDENTURE");
WHEREAS, Section 4.22 of the Indenture provides that the Company shall
cause each Discontinued Domestic Subsidiary to become a Subsidiary Guarantor (as
defined in the Indenture) by execution and delivery to the Trustee of a
supplemental indenture no later than September 30, 2003 (except to the extent
such Discontinued Domestic Subsidiary is sold by the Company prior to such
date);
WHEREAS, none of the Discontinued Domestic Subsidiaries have been sold
by the Company on or prior to the date of this Supplemental Indenture;
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture;
WHEREAS, all things necessary for the execution of this Supplemental
Indenture and to make this Supplemental Indenture a valid and binding agreement
of the parties hereto have been done;
NOW, THEREFORE, for and in consideration of the foregoing and for other
good and valuable consideration, the receipt of which is hereby acknowledged by
the Company, the Initial Subsidiary Guarantors, the New Subsidiary Guarantors
and the Trustee, such parties hereby agree for the benefit of each other and the
equal and ratable benefit of the Holders of the Notes as follows:
Section 1. Definitions.
Unless otherwise stated or unless the context shall otherwise
require, all capitalized terms used in this Supplemental Indenture shall be
given the same meanings as such terms are defined in the Indenture.
Section 2. Subsidiary Guarantee.
(a) By execution and delivery of this Supplemental Indenture,
each New Subsidiary Guarantor hereby agrees to become a Subsidiary Guarantor
pursuant to the Indenture and to assume all obligations of the Subsidiary
Guarantors under the Indenture (including without limitation, the Subsidiary
Guarantee as defined in the Indenture), the Notes and the Registration Rights
Agreement, in each case, in accordance with the terms thereof.
(b) Each New Subsidiary Guarantor hereby agrees that its
execution and delivery of this Supplemental Indenture shall evidence its
Subsidiary Guarantee as set forth in Section 11.01 of the Indenture without the
need for any further notation on the Notes and the delivery and authentication
of any Note by the Trustee under the Indenture, including any Note authenticated
and delivered on or prior to the date of this Supplemental Indenture, shall
constitute due delivery of the Subsidiary Guarantee set forth in this
Supplemental Indenture on behalf of such Subsidiary Guarantor. Each of the
Initial Subsidiary Guarantors hereby agrees that its Subsidiary Guarantee set
forth in Section 11.01 of the Indenture shall remain in full force and effect.
Section 3. Effectiveness and Validity.
(a) This Supplemental Indenture shall become effective on the
date first written above. The Indenture, as supplemented by this Supplemental
Indenture, is in all respects ratified and confirmed hereby. Following the
effectiveness hereof, the Indenture shall be deemed supplemented in accordance
herewith, and this Supplemental Indenture shall form a part of the Indenture for
all purposes, and every Holder of Notes heretofore or hereafter authenticated
and delivered under the Indenture shall be entitled to the benefit thereof and
hereof and be bound thereby and hereby.
(b) If an Officer of a Subsidiary Guarantor whose signature is
on the Indenture or this Supplemental Indenture no longer holds that office at
the time the Trustee authenticates such Notes or at any time thereafter, such
Subsidiary Guarantor's Subsidiary Guarantee shall be valid nevertheless.
Section 4. Solvency; No Fraudulent Transfer or
Conveyance.
Each New Subsidiary Guarantor, for the benefit of each Holder,
confirms that it is a solvent corporation and that the granting of the Guarantee
is not made with the purpose of defrauding any of its current creditors. The
Company, each Initial Subsidiary Guarantor and each New Subsidiary Guarantor
confirms its intention that the Subsidiary Guarantee given by each New
Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for
purposes of the United States Bankruptcy Code, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law.
Section 5. No Personal Liability of Directors,
Officers, Employees and Stockholders.
No director, officer, employee, incorporator or stockholder of
the Company or any Subsidiary Guarantor, as such, shall have any liability for
any obligations of the Company or the Subsidiary Guarantors under the Notes, the
Indenture, this Supplemental Indenture, the Subsidiary Guarantees or for any
claim based on, in respect of, or by reason of, such obligations
or their creation. The acceptance of a Note by each Holder of Notes is deemed to
be a waiver and release of all such liability. This waiver and release are part
of the consideration for issuance of the Subsidiary Guarantee set forth in and
evidenced by this Supplemental Indenture.
Section 6. Governing Law.
THIS INDENTURE AND THE NOTES AND THE SUBSDIARY GUARANTEES
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.
Section 7. Successors.
All agreements of the Company and the Subsidiary Guarantors in
the Indenture, this Supplemental Indenture and the Notes shall bind its
successor. All agreements of the Trustee in this Indenture shall bind its
successor.
Section 8. Duplicate Originals.
The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together
represent the same instrument.
Section 9. Severability.
In case any provision in this Supplemental Indenture shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions of the Indenture, this Supplemental Indenture and the
Notes shall not in any way be affected or impaired thereby, and a Holder shall
have no claim therefor against any party hereto.
Section 10. Headings.
The headings of the sections of this Supplemental Indenture
have been inserted for convenience of reference only, are not to be considered a
part of this Supplemental Indenture and will in no way modify or restrict any of
the terms or provisions hereof.
Section 10. Trustee.
The Trustee makes no representations as to the validity or
sufficiency of this Supplemental Indenture. The recitals and statements herein
are deemed to be those of the Company and the Subsidiary Guarantors and not of
the Trustee.
SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed as of the date first written above.
ARMOR HOLDINGS, INC.,
a Delaware corporation
By: /s/ Robert R. Schiller
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Name: Robert R. Schiller
Title: Chief Operating Officer and
Chief Financial Officer
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Trustee
By: /s/ Stephanie Moore
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Name: Stephanie Moore
Title: Trust Officer
INITIAL SUBSIDIARY GUARANTORS
911EP, INC.,
a Delaware corporation
By: /s/ Phil Baratelli
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Name: Phil Baratelli
Title: Vice President and Assistant Secretary
AHI PROPERTIES I, INC.,
a Delaware corporation
By: /s/ Phil Baratelli
---------------------------------------------
Name: Phil Baratelli
Title: Vice President and Assistant Secretary
ARMOR BRANDS, INC.,
a Delaware corporation
By: /s/ Phil Baratelli
---------------------------------------------
Name: Phil Baratelli
Title: Vice President and Assistant Secretary
ARMOR HOLDINGS FORENSICS, INC.,
a Delaware corporation
By: /s/ Phil Baratelli
---------------------------------------------
Name: Phil Baratelli
Title: Vice President and Assistant Secretary
ARMOR HOLDINGS GP, LLC,
a Delaware corporation
By: /s/ Phil Baratelli
---------------------------------------------
Name: Phil Baratelli
Title: Vice President and Assistant Secretary
ARMOR HOLDINGS LP, LLC,
a Delaware corporation
By: /s/ Phil Baratelli
---------------------------------------------
Name: Phil Baratelli
Title: Vice President and Assistant Secretary
ARMOR HOLDINGS MOBILE SECURITY, L.L.C.,
a Delaware corporation
By: /s/ Phil Baratelli
---------------------------------------------
Name: Phil Baratelli
Title: Vice President and Assistant Secretary
ARMOR HOLDINGS PAYROLL SERVICES, LLC,
a Delaware corporation
By: /s/ Phil Baratelli
---------------------------------------------
Name: Phil Baratelli
Title: Vice President and Assistant Secretary
ARMOR HOLDINGS PRODUCTS, INC.,
a Delaware corporation
By: /s/ Phil Baratelli
---------------------------------------------
Name: Phil Baratelli
Title: Vice President and Assistant Secretary
ARMOR HOLDINGS PROPERTIES, INC.,
a Delaware corporation
By: /s/ Phil Baratelli
---------------------------------------------
Name: Phil Baratelli
Title: Vice President and Assistant Secretary
ARMOR SAFETY PRODUCTS COMPANY,
a Delaware corporation
By: /s/ Phil Baratelli
---------------------------------------------
Name: Phil Baratelli
Title: Vice President and Assistant Secretary
B-SQUARE, INC.,
a Texas corporation
By: /s/ Phil Baratelli
---------------------------------------------
Name: Phil Baratelli
Title: Vice President and Assistant Secretary
BREAK-FREE ARMOR CORP.,
a Delaware corporation
By: /s/ Phil Baratelli
---------------------------------------------
Name: Phil Baratelli
Title: Vice President and Assistant Secretary
BREAK-FREE, INC.,
a Delaware corporation
By: /s/ Phil Baratelli
---------------------------------------------
Name: Phil Baratelli
Title: Vice President and Assistant Secretary
CASCO INTERNATIONAL, INC.,
a New Hampshire corporation
By: /s/ Phil Baratelli
---------------------------------------------
Name: Phil Baratelli
Title: Vice President and Assistant Secretary
DEFENSE TECHNOLOGY CORPORATION OF AMERICA,
a Delaware corporation
By: /s/ Phil Baratelli
---------------------------------------------
Name: Phil Baratelli
Title: Vice President and Assistant Secretary
INDENTICATOR, INC.,
a Delaware corporation
By: /s/ Phil Baratelli
---------------------------------------------
Name: Phil Baratelli
Title: Vice President and Assistant Secretary
MONADNOCK LIFETIME PRODUCTS, INC. (DE),
a Delaware corporation
By: /s/ Phil Baratelli
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Name: Phil Baratelli
Title: Vice President and Assistant Secretary
MONADNOCK LIFETIME PRODUCTS, INC. (NH),
a New Hampshire corporation
By: /s/ Phil Baratelli
---------------------------------------------
Name: Phil Baratelli
Title: Vice President and Assistant Secretary
MONADNOCK POLICE TRAINING COUNCIL, INC.,
a New Hampshire corporation
By: /s/ Phil Baratelli
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Name: Phil Baratelli
Title: Vice President and Assistant Secretary
NAP PROPERTIES, LTD.,
a California limited partnership
By: NAP PROPERTY MANAGERS LLC,
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its General Partner
By: ARMOR HOLDINGS PROPERTIES, INC.,
its Managing Member
By: /s/ Phil Baratelli
---------------------------------------------
Name: Phil Baratelli
Title: Vice President and Assistant Secretary
NAP PROPERTY MANAGERS LLC,
a California company
By: ARMOR HOLDINGS PROPERTIES, INC.,
its Managing Member
By: /s/ Phil Baratelli
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Name: Phil Baratelli
Title: Vice President and Assistant Secretary
O'GARA-HESS & EISENHARDT ARMORING COMPANY, L.L.C.
a Delaware corporation
By: /s/ Phil Baratelli
---------------------------------------------
Name: Phil Baratelli
Title: Vice President and Assistant Secretary
PRO-TECH ARMORED PRODUCTS OF MASSACHUSETTS, INC.,
a Massachusetts corporation
By: /s/ Phil Baratelli
---------------------------------------------
Name: Phil Baratelli
Title: Vice President and Assistant Secretary
RAMTECH DEVELOPMENT CORP.,
a Delaware corporation
By: /s/ Phil Baratelli
---------------------------------------------
Name: Phil Baratelli
Title: Vice President and Assistant Secretary
SAFARI LAND LTD, INC.,
a California corporation
By: /s/ Phil Baratelli
---------------------------------------------
Name: Phil Baratelli
Title: Vice President and Assistant Secretary
SAFARILAND GOVERNMENT SALES, INC.,
a California corporation
By: /s/ Phil Baratelli
---------------------------------------------
Name: Phil Baratelli
Title: Vice President and Assistant Secretary
SPEEDFEED ACQUISITION CORP.,
a Delaware corporation
By: /s/ Phil Baratelli
---------------------------------------------
Name: Phil Baratelli
Title: Vice President and Assistant Secretary
THE O'GARA COMPANY,
an Ohio corporation
By: /s/ Phil Baratelli
---------------------------------------------
Name: Phil Baratelli
Title: Vice President and Assistant Secretary
NEW SUBSIDIARY GUARANTORS
ARMORGROUP NORTH AMERICA, INC.,
A Delaware corporation
By: /s/ Phil Baratelli
---------------------------------------------
Name: Phil Baratelli
Title: Vice President and Assistant Secretary
ARMORGROUP SERVICES, LLC,
A Delaware limited liability company
By: /s/ Phil Baratelli
---------------------------------------------
Name: Phil Baratelli
Title: Vice President and Assistant Secretary
CDR INTERNATIONAL, INC.,
A Delaware corporation
By: /s/ Phil Baratelli
---------------------------------------------
Name: Phil Baratelli
Title: Vice President and Assistant Secretary
U.S. DEFENSE SYSTEMS, LLC,
A Delaware corporation
By: /s/ Phil Baratelli
---------------------------------------------
Name: Phil Baratelli
Title: Vice President and Assistant Secretary
O'GARA SECURITY ASSOCIATES, INC.,
an Ohio corporation
By: /s/ Phil Baratelli
---------------------------------------------
Name: Phil Baratelli
Title: Vice President and Assistant Secretary
ITI LIMITED PARTERNSHIP,
a Texas limited partnership
By: International Training, Inc., its General
Partner
By: /s/ Phil Baratelli
---------------------------------------------
Name: Phil Baratelli
Title: Vice President and Assistant Secretary
INTERNATIONAL TRAINING, INC.,
A Virginia corporation
By: /s/ Phil Baratelli
---------------------------------------------
Name: Phil Baratelli
Title: Vice President and Assistant Secretary
NETWORK AUDIT SYSTEMS, INC.,
A Delaware corporation
By: /s/ Phil Baratelli
---------------------------------------------
Name: Phil Baratelli
Title: Vice President and Assistant Secretary
NEW TECHNOLOGIES ARMOR, INC.,
A Delaware corporation
By: /s/ Phil Baratelli
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Name: Phil Baratelli
Title: Vice President and Assistant Secretary
THE PARVUS COMPANY,
A Maryland corporation
By: /s/ Phil Baratelli
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Name: Phil Baratelli
Title: Vice President and Assistant Secretary
PARVUS CRISIS MANAGEMENT CORPORATION,
A Maryland corporation
By: /s/ Phil Baratelli
---------------------------------------------
Name: Phil Baratelli
Title: Vice President and Assistant Secretary
THE PARVUS INTERNATIONAL INFORMATION COMPANY,
A Maryland corporation
By: /s/ Phil Baratelli
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Name: Phil Baratelli
Title: Vice President and Assistant Secretary
SCHEDULE I
NEW SUBSIDIARY GUARANTORS
- -------------------------
ArmorGroup North America, Inc.
ArmorGroup Services, LLC
CDR International, Inc.
U.S. Defense Systems, LLC
O'Gara Security Associates, Inc.
ITI Limited Partnership
International Training, Inc.
Network Audit Systems, Inc.
New Technologies Armor, Inc.
The Parvus Company
Parvus Crisis Management Corporation
The Parvus International Information Company