THIRD SUPPLEMENTAL INDENTURE
THIRD SUPPLEMENTAL INDENTURE, dated as of December 24, 2003 (the "THIRD
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 subsidiary guarantors listed on Exhibit A attached hereto (the "NEW
SUBSIDIARY GUARANTORS"), Hatch Imports, Inc., a California corporation
("HATCH"), 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, pursuant to the terms of the Indenture, the Indenture has been
supplemented by the First Supplemental Indenture, dated as of September 30, 2003
(the "FIRST SUPPLEMENTAL INDENTURE"), among the Company, the Initial Subsidiary
Guarantors, the Discontinued Domestic Subsidiaries listed in Schedule I to the
First Supplemental Indenture and the Trustee, and the Second Supplemental
Indenture, dated as of December 9, 2003 (the "SECOND SUPPLEMENTAL INDENTURE"),
among the Company, the Initial Subsidiary Guarantors, certain of the
Discontinued Domestic Subsidiaries, AHI Bulletproof Acquisition Corp., an
Arizona corporation, AHI Bulletproof Acquisition Corp., a Delaware corporation,
the subsidiary guarantors listed on Exhibit A attached thereto and the Trustee,
pursuant to which certain subsidiaries of the Company became Subsidiary
Guarantors;
WHEREAS, pursuant to Section 4.20(C) of the Indenture, the Company and
the Trustee entered into a Release dated as of November 26, 2003 under which
certain of the Discontinued Domestic Subsidiaries were released and discharged
from their Subsidiary Guarantees and their obligations under the Indenture and
the Registration Rights Agreement;
WHEREAS, pursuant to Section 4.22 of the Indenture, the Company is
required to cause Hatch to execute and deliver to the Trustee this Third
Supplemental Indenture pursuant to which Hatch shall become bound by the
provisions of the Indenture and the Registration Rights Agreement as a
Subsidiary Guarantor;
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Third Supplemental Indenture;
WHEREAS, all things necessary for the execution of this Third
Supplemental Indenture and to make this Third 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,
Hatch 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 Third Supplemental Indenture shall
be given the same meanings as such terms are defined in the Indenture, the First
Supplemental Indenture or the Second Supplemental Indenture, as the case may be.
Section 2. Subsidiary Guarantee.
(a) By execution and delivery of this Third Supplemental
Indenture, Hatch 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) Hatch hereby agrees that its execution and delivery of
this Third 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 Third Supplemental Indenture, shall constitute due
delivery of the Subsidiary Guarantee set forth in this Third Supplemental
Indenture on behalf of Hatch. Each of the Initial Subsidiary Guarantors and the
New 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 Third Supplemental Indenture shall become effective
on the date first written above. The Indenture, as supplemented by the First
Supplemental Indenture, the Second Supplemental Indenture and this Third
Supplemental Indenture, are in all respects ratified and confirmed hereby.
Following the effectiveness hereof, the Indenture, the First Supplemental
Indenture and the Second Supplemental Indenture shall be deemed supplemented in
accordance herewith, and this Third Supplemental Indenture shall form a part of
the Indenture as supplemented by the First Supplemental Indenture and the Second
Supplemental Indenture for all purposes, and every Holder of Notes heretofore or
hereafter authenticated and delivered under the Indenture as supplemented by the
First Supplemental Indenture and the Second Supplemental 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, the First Supplemental Indenture, the Second Supplemental
Indenture or this Third Supplemental Indenture no longer holds that office at
the time the Trustee authenticates such
2
Notes or at any time thereafter, such Subsidiary Guarantor's Subsidiary
Guarantee shall be valid nevertheless.
Section 4. Solvency; No Fraudulent Transfer or Conveyance.
Hatch, for the benefit of each Holder, confirms that it is a
solvent corporation and that the granting of the Subsidiary Guarantee is not
made with the purpose of defrauding any of its current creditors. Each of the
Company, the Initial Subsidiary Guarantors, the New Subsidiary Guarantors and
Hatch confirms that the Subsidiary Guarantee given by Hatch does 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, the First Supplemental Indenture, the Second Supplemental Indenture,
this Third Supplemental Indenture, the Subsidiary Guarantees, the Registration
Rights Agreement 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 Third Supplemental Indenture.
Section 6. Governing Law.
THIS THIRD SUPPLEMENTAL INDENTURE AND THE NOTES AND THE
SUBSDIARY GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAW
PRINCIPLES.
Section 7. Successors.
All agreements of the Company and the Subsidiary Guarantors in
the Indenture, the First Supplemental Indenture, the Second Supplemental
Indenture, this Third Supplemental Indenture and the Notes shall bind their
respective successors. All agreements of the Trustee in this Third Supplemental
Indenture shall bind its successors.
Section 8. Duplicate Originals.
The parties may sign any number of copies of this Third
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same instrument.
3
Section 9. Severability.
In case any provision in this Third Supplemental Indenture
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions of the Indenture, the First
Supplemental Indenture, the Second Supplemental Indenture, this Third
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 Third Supplemental
Indenture have been inserted for convenience of reference only, are not to be
considered a part of this Third Supplemental Indenture and will in no way modify
or restrict any of the terms or provisions hereof.
Section 11. Trustee.
The Trustee makes no representations as to the validity or
sufficiency of this Third Supplemental Indenture. The recitals and statements
herein are deemed to be those of the Company and the Subsidiary Guarantors and
not of the Trustee.
4
SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed as of the date first written above.
ARMOR HOLDINGS, INC.,
a Delaware corporation
By: /s/ Phil Baratelli
----------------------------------
Name: Phil Baratelli
Title: Controller and Treasurer
WACHOVIA BANK, NATIONAL
ASSOCIATION,
as Trustee
By: /s/ Stephanie Moore
----------------------------------
Name: Stephanie Moore
Title: Trust Officer
911EP, INC.,
a Delaware corporation
By:/s/ Phil Baratelli
----------------------------------
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 limited liability company
By: /s/ Phil Baratelli
----------------------------------
Name: Phil Baratelli
Title: Vice President and
Assistant Secretary
ARMOR HOLDINGS LP, LLC,
a Delaware limited liability company
By: /s/ Phil Baratelli
----------------------------------
Name: Phil Baratelli
Title: Vice President and
Assistant Secretary
ARMOR HOLDINGS MOBILE SECURITY, L.L.C.,
a Delaware limited liability company
By: /s/ Phil Baratelli
----------------------------------
Name: Phil Baratelli
Title: Vice President and
Assistant Secretary
ARMOR HOLDINGS PAYROLL SERVICES, LLC,
a Delaware limited liability company
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
IDENTICATOR, INC.,
a Delaware corporation
By: /s/ Phil Baratelli
----------------------------------
Name: Phil Baratelli
Title: Vice President and
Assistant Secretary
MONADNOCK LIFETIME PRODUCTS, INC.,
a Delaware corporation
By: /s/ Phil Baratelli
----------------------------------
Name: Phil Baratelli
Title: Vice President and
Assistant Secretary
MONADNOCK LIFETIME PRODUCTS, INC.,
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
----------------------------------
Name: Phil Baratelli
Title: Vice President and
Assistant Secretary
NAP PROPERTIES, LTD.,
a California limited partnership
By: NAP PROPERTY MANAGERS LLC,
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
----------------------------------
Name: Phil Baratelli
Title: Vice President and
Assistant Secretary
O'GARA-HESS & EISENHARDT ARMORING
COMPANY, L.L.C.,
a Delaware limited liability company
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
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
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
----------------------------------
Name: Phil Baratelli
Title: Vice President and
Assistant Secretary
AHI BULLETPROOF ACQUISITION CORP.,
a Delaware corporation
By: /s/ Glenn Heiar
----------------------------------
Name: Glenn Heiar
Title: Chief Financial Officer,
Treasurer and Secretary
SIMULA, INC.,
an Arizona corporation
By: /s/ Glenn Heiar
----------------------------------
Name: Glenn Heiar
Title: Chief Financial Officer,
Treasurer and Secretary
SIMULA AEROSPACE & DEFENSE
GROUP, INC.,
an Arizona corporation
By: /s/ Glenn Heiar
----------------------------------
Name: Glenn Heiar
Title: Chief Financial Officer,
Treasurer and Secretary
INTERNATIONAL CENTER FOR SAFETY
EDUCATION, INC.,
an Arizona corporation
By: /s/ Glenn Heiar
----------------------------------
Name: Glenn Heiar
Title: Chief Financial Officer,
Treasurer and Secretary
SIMULA POLYMERS SYSTEMS, INC.,
an Arizona corporation
By: /s/ Glenn Heiar
----------------------------------
Name: Glenn Heiar
Title: Chief Financial Officer,
Treasurer and Secretary
SIMULA TECHNOLOGIES, INC.,
an Arizona corporation
By: /s/ Glenn Heiar
----------------------------------
Name: Glenn Heiar
Title: Chief Financial Officer,
Treasurer and Secretary
AI CAPITAL CORP.,
an Arizona corporation
By: /s/ Glenn Heiar
----------------------------------
Name: Glenn Heiar
Title: Chief Financial Officer,
Treasurer and Secretary
SIMULA TRANSPORTATION EQUIPMENT
CORPORATION,
an Arizona corporation
By: /s/ Glenn Heiar
----------------------------------
Name: Glenn Heiar
Title: Chief Financial Officer,
Treasurer and Secretary
CCEC CAPITAL CORP.,
an Arizona corporation
By: /s/ Glenn Heiar
----------------------------------
Name: Glenn Heiar
Title: Chief Financial Officer,
Treasurer and Secretary
SAI CAPITAL CORP.,
an Arizona corporation
By: /s/ Glenn Heiar
----------------------------------
Name: Glenn Heiar
Title: Chief Financial Officer,
Treasurer and Secretary
ASD CAPITAL CORP.,
an Arizona corporation
By: /s/ Glenn Heiar
----------------------------------
Name: Glenn Heiar
Title: Chief Financial Officer,
Treasurer and Secretary
HATCH IMPORTS, INC.
a California corporation
By: /s/ Phil Baratelli
----------------------------------
Name: Phil Baratelli
Title: Vice President and Secretary
EXHIBIT A
AHI Bulletproof Acquisition Corp., a Delaware corporation
ArmorGroup Services, LLC, a Delaware limited liability company
CDR International, Inc., a Delaware corporation
Network Audit Systems, Inc., a Delaware corporation
New Technologies Armor, Inc., a Delaware corporation
Simula, Inc., an Arizona corporation
Simula Aerospace & Defense Group, Inc., an Arizona corporation
International Center for Safety Education, Inc., an Arizona corporation
Simula Polymers Systems, Inc., an Arizona corporation
Simula Technologies, Inc., an Arizona corporation
AI Capital Corp., an Arizona corporation
Simula Transportation Equipment Corporation, an Arizona corporation
CCEC Capital Corp., an Arizona corporation
SAI Capital Corp., an Arizona corporation
ASD Capital Corp., an Arizona corporation