THIS SECURITY MAY NOT BE ACQUIRED OR HELD WITH THE ASSETS OF (I) AN "EMPLOYEE
BENEFIT PLAN" (AS DEFINED IN THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA")) THAT IS SUBJECT TO ERISA, (II) A "PLAN" DESCRIBED IN
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"),
(III) ANY ENTITY DEEMED TO HOLD "PLAN ASSETS" OF ANY OF THE FOREGOING BY REASON
OF AN EMPLOYEE BENEFIT PLAN'S OR PLAN'S INVESTMENT IN SUCH ENTITY, OR (IV) A
GOVERNMENTAL PLAN OR CHURCH PLAN SUBJECT TO APPLICABLE LAW THAT IS SUBSTANTIALLY
SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF
ERISA OR SECTION 4975 OF THE CODE ("SIMILAR LAW"), UNLESS THE ACQUISITION AND
HOLDING OF THIS SECURITY BY THE PURCHASER OR TRANSFEREE, THROUGHOUT THE PERIOD
THAT IT HOLDS THIS SECURITY, ARE EXEMPT FROM THE PROHIBITED TRANSACTION
RESTRICTIONS UNDER ERISA AND SECTION 4975 OF THE CODE OR ANY PROVISIONS OF
SIMILAR LAW, AS APPLICABLE, PURSUANT TO ONE OR MORE PROHIBITED TRANSACTION
STATUTORY OR ADMINISTRATIVE EXEMPTIONS. BY ITS ACQUISITION OR HOLDING OF THIS
SECURITY, EACH PURCHASER AND TRANSFEREE WILL BE DEEMED TO HAVE REPRESENTED AND
WARRANTED THAT THE FOREGOING REQUIREMENTS HAVE BEEN SATISFIED.
THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
8 1/4% SENIOR SUBORDINATED NOTES DUE 2013
No. ____ $__________________
CUSIP No. _________
Armor Holdings, Inc., a Delaware corporation, promises to pay to CEDE &
CO. or registered assigns the principal sum of ________________________________
Dollars on August 15, 2013.
Interest Payment Dates: February 15 and August 15, commencing February
15, 2004
Record Dates: February 1 and August 1
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized officers.
ARMOR HOLDINGS, INC.
By:
---------------------------------
Name:
Title:
By:
---------------------------------
Name:
Title:
Dated:
Certificate of Authentication:
Wachovia Bank, National Association, as Trustee, certifies that this is one of
the Notes referred to in the within mentioned Indenture.
By:
-------------------------------------
Authorized Signatory
ARMOR HOLDINGS, INC.
8 1/4% SENIOR SUBORDINATED NOTES DUE 2013
1. Interest. Armor Holdings, Inc., a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Note at
8.25% per annum from August 12, 2003 until maturity; provided, however, that if
a Registration Default (as defined in the Registration Rights Agreement) occurs,
additional interest will accrue on this Note from and including the date on
which any such Registration Default shall occur to but excluding the date on
which all Registration Defaults have been cured at a rate of 0.5% per annum with
respect to the first 90-day period following such Registration Default,
increasing by an additional 0.5% per annum with respect to each subsequent
90-day period until all Registration Defaults have been cured, up to a maximum
amount of additional interest of 1.0% per annum. The Company will pay interest
semiannually on February 15 and August 15 of each year (each an "Interest
Payment Date"), or if any such day is not a Business Day, on the next succeeding
Business Day. Interest on the Notes will accrue from the most recent Interest
Payment Date on which interest has been paid or, if no interest has been paid,
from August 12, 2003; provided that if there is no existing Default in the
payment of interest, and if this Note is authenticated between a record date
referred to on the face hereof and the next succeeding Interest Payment Date,
interest shall accrue from such next succeeding Interest Payment Date; provided
further that the first Interest Payment Date shall be February 15, 2004. The
Company shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal and premium, if any, from time to
time on demand at a rate equal to the interest rate then in effect; it shall pay
interest on overdue installments of interest (without regard to any applicable
grace periods) from time to time on demand at the same rate to the extent
lawful. Interest will be computed on the basis of a 360-day year of twelve
30-day months.
2. Method of Payment. The Company shall pay interest on the Notes
(except defaulted interest) to the persons who are registered holders of Notes
at the close of business on the record date immediately preceding the Interest
Payment Date, even if such Notes are cancelled after the record date and on or
before the Interest Payment Date, except as provided in Section 2.11 of the
Indenture with respect to defaulted interest. The Notes shall be payable as to
principal, premium, if any, and interest at the office or agency of the Company
maintained for such purpose in The City of New York or Charlotte, North Carolina
maintained for such purposes, or, at the option of the Company, payment of
interest may be made by check mailed to the Holders at their addresses set forth
in the register of Holders, and provided that payment by wire transfer of
immediately available funds shall be required with respect to principal of,
premium, if any, and interest on, all Global Notes and all other Notes the
Holders of which shall have provided wire transfer instructions to the Company
or the Paying Agent. Holders must surrender Notes to a Paying Agent to collect
principal payments. The Company will pay principal of, premium, if any, and
interest on the Notes in money of the United States of America that at the time
of payment is legal tender for payment of public and private debts. However, the
Company may pay such amounts by check payable in such money. It may mail an
interest check to a Holder's registered address.
3. Paying Agent and Registrar. Initially, the Trustee will act as
Paying Agent and Registrar. The Company may change any Paying Agent, Registrar
or co-registrar without notice. The Company or any of its Subsidiaries may act
as Paying Agent or Registrar.
4. Indenture. The Company issued the Notes under an Indenture, dated as
of August 12, 2003 (the "Indenture"), among the Company, the Subsidiary
Guarantors and the Trustee. Capitalized terms herein are used as defined in the
Indenture unless otherwise defined herein. The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbb) as in effect on
the date of the Indenture. Notwithstanding anything to the contrary herein, the
Notes are subject to all such terms, and Holders are referred to the
Indenture and such Act for a statement of such terms. To the extent any
provision of this Note conflicts with the express provisions of the Indenture,
the provisions of the Indenture shall govern and be controlling. The Indenture
pursuant to which the Notes are issued provides that an unlimited aggregate
principal amount of Notes may be issued thereunder.
5. Guarantees. The Notes are general senior subordinated unsecured
obligations of the Company. The Company's obligation to pay principal, premium,
if any, and interest with respect to the Notes is unconditionally guaranteed on
a senior subordinated basis, jointly and severally, by the Subsidiary Guarantors
pursuant to Article Eleven of the Indenture. Certain limitations to the
obligations of the Subsidiary Guarantors are set forth in further detail in the
Indenture.
6. Subordination. Each Holder by accepting this Note agrees, that
payment of principal, premium, if any, and interest on (or any other Obligations
relating to) the Notes is subordinated in right of payment, to the extent and in
the manner provided in Article Ten of the Indenture, to the prior payment in
full in cash of all Senior Debt of the Company (whether outstanding on the date
hereof or hereafter created, incurred, assumed or guaranteed), and that the
subordination is for the benefit of the holders of Senior Debt. Each Holder by
accepting this Note agrees, that any payment in respect of the Subsidiary
Guarantee of each Subsidiary Guarantor is subordinated in right of payment, to
the extent and in the manner provided in Article Twelve of the Indenture, to the
prior payment in full in cash of all Senior Debt of such Subsidiary Guarantor
(whether outstanding on the date hereof or hereafter created, incurred, assumed
or guaranteed), and that the subordination is for the benefit of the holders of
Senior Debt.
7. Optional Redemption. Except as described below, the Notes will not
be redeemable at the Company's option prior to August 15, 2008. At any time on
or after August 15, 2008, the Company may, at its option, redeem all or any
portion of the Notes, subject to any restriction or other provisions relating
thereto contained in any Senior Debt, upon not less than 30 nor more than 60
days' notice, at the redemption prices (expressed as percentages of the
principal amount of the Notes) set forth below, plus, in each case, accrued and
unpaid interest and additional interest, if any, thereon, to the applicable
redemption date, if redeemed during the 12-month period beginning on August 15
of the years indicated below:
Year Percentage
---- ----------
2008 104.125%
2009 102.750%
2010 101.375%
2011 and thereafter 100.000%
Notwithstanding the foregoing, at any time and from time to time on or
prior to August 15, 2006, the Company may redeem up to 35% of the aggregate
principal amount of the Notes originally issued under the Indenture, subject to
any restriction or other provisions relating thereto contained in any Senior
Debt, with the proceeds of one or more Public Equity Offerings, at a redemption
price (expressed as a percentage of principal amount) of 108.25%, plus accrued
and unpaid interest and additional interest, if any, to the redemption date
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date); provided, however,
that (1) at least 65% of the aggregate principal amount of the Notes originally
issued under the Indenture must remain outstanding immediately after the
occurrence of each such redemption (excluding Notes held by the Company and its
Subsidiaries); and (2) any such redemption must occur within 60 days of the date
of the closing of each such Public Equity Offering.
8. No Mandatory Redemption. The Company shall not be required to make
mandatory redemption payments or sinking fund payments with respect to the
Notes.
9. Selection and Notice of Redemption. Notice of redemption will be
mailed to the Holder's registered address at least 30 days but not more than 60
days before the redemption date to each Holder of Notes to be redeemed. If less
than all of the Notes are to be redeemed, the Trustee shall select the Notes to
be redeemed in integral multiples of $1,000 pro rata, by lot or by any other
method that the Trustee considers fair and appropriate; provided that if the
Notes are listed on any securities exchange, that such method complies with the
requirements of such exchange. Notes in denominations larger than $1,000 may be
redeemed in part. On and after the redemption date interest ceases to accrue on
Notes or portions of them called for redemption (unless the Company shall
default in the payment of the redemption price or accrued interest).
10. Repurchase at Option of Holder. (a) Upon the occurrence of a Change
of Control, each Holder of Notes will have the right to require the Company to
repurchase all or any part (equal to $1,000 or an integral multiple thereof) of
such Holder's Notes pursuant to a Change of Control Offer at an offer price in
cash equal to 101% of the aggregate principal amount thereof plus accrued and
unpaid interest and additional interest, if any, thereon, to the date of
purchase. Within 30 days following any Change of Control, the Company will mail
a notice to each Holder describing, among other things, the transaction or
transactions that constitute the Change of Control and offering to repurchase
Notes on the date specified in such notice, which date shall be no earlier than
30 days and no later than 90 days from the date such notice is mailed, pursuant
to the procedures required by the Indenture and described in such notice.
(b) Within 365 days after the receipt of any Net Proceeds from an Asset
Sale, the Company may apply such Net Proceeds at its option to (1) prepay, repay
or repurchase Senior Debt and, if (i) the Senior Debt repaid is revolving credit
Indebtedness, and (ii) at the time of such Asset Sale and at the time of such
repayment, the Company is not permitted to incur at least $1.00 of additional
Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the
first paragraph of Section 4.09 of the Indenture, correspondingly reduce
commitments with respect thereto or (2) purchase Replacement Assets or to make a
capital expenditure in or that is used or useful in a Permitted Business. Any
Net Proceeds from Asset Sales that are not applied or invested as provided in
the immediately preceding sentence shall constitute "Excess Proceeds." Within 30
days after the aggregate amount of Excess Proceeds exceeds $5.0 million, the
Company shall make an "Asset Sale Offer" to all Holders of Notes, and all
holders of other Indebtedness that is pari passu with the Notes or any
Subsidiary Guarantee containing provisions similar to those set forth in this
Indenture with respect to offers to purchase with the proceeds of sales of
assets, to purchase the maximum principal amount of Notes and such other pari
passu Indebtedness that may be purchased out of the Excess Proceeds. The offer
price in any Asset Sale Offer shall be equal to 100% of principal amount of the
Notes purchased plus accrued and unpaid interest and additional interest, if
any, thereon, to the date of purchase, and shall be payable in cash. If any
Excess Proceeds remain after consummation of an Asset Sale Offer, the Company
may use such Excess Proceeds for any purpose not otherwise prohibited by this
Indenture. If the aggregate principal amount of Notes and such other pari passu
Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess
Proceeds, the Trustee shall select the Notes and such other pari passu
Indebtedness to be purchased on a pro rata basis based on the principal amount
of Notes and such other pari passu Indebtedness tendered. Upon completion of
each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.
11. Denominations, Transfer, Exchange. The Notes are in registered form
without coupons in denominations of $1,000 and whole multiples of $1,000. A
Holder may transfer or exchange Notes in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. The Registrar need not transfer or exchange
any Notes selected for redemption. Also, it need not transfer or exchange any
Notes for a period of 15 days before the mailing of a notice of redemption of
Notes to be redeemed.
12. Persons Deemed Owners. The registered Holder of a Note may be
treated as the owner of it for all purposes and neither the Company, any
Subsidiary Guarantor, the Trustee nor any Agent shall be affected by notice to
the contrary.
13. Amendment, Supplement, Waiver. Subject to certain exceptions, the
Indenture or the Notes may be amended or supplemented with the consent of the
Holders of at least a majority in aggregate principal amount of the Notes, and
any existing default or noncompliance with any provision of the Indenture or the
Notes may be waived with the consent of the Holders of a majority in aggregate
principal amount of the then outstanding Notes. Without the consent of any
Holder, the Company and the Trustee may amend or supplement the Indenture or the
Notes to: cure any ambiguity, defect or inconsistency; provide for
uncertificated Notes in addition to or in place of certificated Notes; provide
for the assumption of the Company's or any Subsidiary Guarantor's Obligations to
the Holders of the Notes in the case of a merger or consolidation or sale of all
or substantially all of the Company's or such Subsidiary Guarantor's assets
pursuant to the provisions of Section 5.01, 4.20(B) or 4.22 of the Indenture; to
make any change that would provide any additional benefit or rights to the
Holders or that does not adversely affect the legal rights hereunder of any such
Holder; to comply with requirements of the Commission in order to effect or
maintain the qualification of this Indenture under the TIA; to comply with
Sections 4.20(C) (release of Subsidiary Guarantees) and 4.22 (Additional
Subsidiary Guarantors) of the Indenture; evidence and provide for the acceptance
of appointment by a successor Trustee; provide for the issuance of Additional
Notes in accordance with the limitations set forth in the Indenture as of the
date thereof; or allow any Subsidiary of the Company or any of its Subsidiaries
to execute a supplemental indenture to become a Subsidiary Guarantor or to
execute a Subsidiary Guarantee with respect to the Notes.
14. Defaults and Remedies. If an Event of Default (other than an Event
of Default related to bankruptcy or insolvency of the Company, any Significant
Subsidiary of the Company or any Subsidiaries of the Company that, taken
together as a whole, would constitute a Significant Subsidiary) under the
Indenture occurs and is continuing, then and in every such case the Trustee or
the Holders of not less than 25% in aggregate principal amount of the
outstanding Notes may declare the unpaid principal of, premium, if any, accrued
and unpaid interest and additional interest, if any, on, all the Notes then
outstanding to be due and payable, by a notice in writing to the Company (and to
the Trustee, if given by Holders) specifying the respective Event of Default and
upon any such declaration such principal, premium, if any, accrued and unpaid
interest and additional interest, if any, shall become immediately due and
payable; provided, however, that so long as any Obligations under any Credit
Facilities shall be outstanding, the acceleration shall not be effective until
the earlier of (1) an acceleration of Indebtedness under such Credit Facilities
or (2) five business days after receipt by the Company and the agent under such
Credit Facilities of written notice of such declaration of acceleration of the
Notes. If an Event of Default related to bankruptcy or insolvency of the
Company, any Significant Subsidiary of the Company or any Subsidiaries of the
Company that, taken together as a whole, would constitute a Significant
Subsidiary occurs, all unpaid principal of, accrued interest and additional
interest, if any, on the Notes then outstanding will become due and payable
immediately, without any declaration or other act on the part of the Trustee or
any Holder. Holders may not enforce the Indenture or the Notes except as
provided in the Indenture. The Trustee may require indemnity and security
satisfactory to it before it enforces the Indenture or the Notes. Subject to
certain limitations, Holders of a majority in aggregate principal amount of the
Notes may direct the Trustee in its exercise of any trust or power.
15. Trustee Dealings with Company and Subsidiary Guarantors. The
Trustee under the Indenture, in its individual or any other capacity, may become
the owner or pledgee of Notes and may otherwise deal with the Company, the
Subsidiary Guarantors or their respective Subsidiaries or Affiliates with the
same rights it would have if it were not Trustee.
16. Authentication. This Note shall not be valid until the Trustee or
an authenticating agent signs the certificate of authentication on the other
side of this Note.
17. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company will cause
CUSIP numbers to be printed on the Notes as a convenience to Holders of the
Notes. No representation is made as to the accuracy of such numbers as printed
on the Notes and reliance may be placed only on the other identification numbers
printed hereon.
18. No Recourse Against Others. A director, officer, employee,
incorporator or stockholder, as such, of the Company, any Subsidiary Guarantor
or the Trustee, shall not have any liability for any obligations of the Company,
any Subsidiary Guarantor or the Trustee, under the Notes or the Indenture or for
any claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issue of
the Notes.
19. Abbreviations. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).
This Note shall be governed by and construed in accordance with the
laws of the State of New York.
The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to: Armor Holdings, Inc.,
1400 Marsh Landing Parkway, Suite 112, Jacksonville, Florida 32250, Attention:
Philip Baratelli.
ASSIGNMENT FORM
To assign this Note, fill in the form below:
I or we assign and transfer this Note to:
- --------------------------------------------------------------------------------
(Insert assignee's social security or tax I.D. no.)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Print or type assignee's name, address and zip code)
and irrevocably appoint ___________________ as agent to transfer this Note on
the books of the Company. The agent may substitute another to act for him.
- --------------------------------------------------------------------------------
Your Signature:
------------------------------------------------------------------
(Sign exactly as your name appears on the other side of this Note)
Your Name:
--------------------------------------
Date:
Signature Guarantee:
----------------------------
FORM OF OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Note purchased by the Company
pursuant to Section 4.11 or Section 4.16 of the Indenture, check the box: [ ]
If you want to have only part of this Note purchased by the Company
pursuant to Section 4.11 or Section 4.16 of the Indenture, state the amount (in
integral multiples of $1,000):
$
----------------------------------------
Date:
------------------------------------
Signature:
-------------------------------
(Sign exactly as your name appears on the other side of this Note)
Name:
---------------------------------------------------------------------------
Signature Guarantee:
------------------------------------------------------------
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE
The following increases or decreases in this Global Note have been made:
====================================================================================================================
PRINCIPAL AMOUNT OF SIGNATURE OF
AMOUNT OF DECREASE IN AMOUNT OF INCREASE IN THIS GLOBAL NOTE AUTHORIZED SIGNATORY
PRINCIPAL AMOUNT OF PRINCIPAL AMOUNT OF FOLLOWING SUCH OF TRUSTEE OR NOTES
DATE OF EXCHANGE THIS GLOBAL NOTE THIS GLOBAL NOTE DECREASE OR INCREASE CUSTODIAN
====================================================================================================================
====================================================================================================================