SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT (this "Amendment") dated as of March 29, 2004 and
effective in accordance with Section 3 below, is entered into by and among ARMOR
HOLDINGS, INC., as Borrower (the "Borrower"), the lenders from time to time
party to the Credit Agreement referred to below (the "Lenders"), BANK OF
AMERICA, N.A., as Administrative Agent (the "Administrative Agent"), WACHOVIA
BANK, NATIONAL ASSOCIATION, as Syndication Agent, and KEYBANK NATIONAL
ASSOCIATION, as Documentation Agent.
STATEMENT OF PURPOSE
Pursuant to the Credit Agreement dated as of August 12, 2003 (as
amended, restated, supplemented or otherwise modified, the "Credit Agreement")
by and among the Borrower, the Lenders, the Administrative Agent, the
Syndication Agent and the Documentation Agent, the Lenders have agreed to make,
and have made, certain extensions of credit to the Borrower.
The Borrower has requested that the Required Lenders amend the Credit
Agreement as provided herein and, subject to the terms and conditions set forth
herein, the Required Lenders are willing to consent to such amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, such parties
hereby agree as follows:
SECTION 1. DEFINITIONS. All capitalized terms used and not defined
herein shall have the meanings assigned thereto in the Credit Agreement.
SECTION 2. AMENDMENTS.
(a) Section 1.01 of the Credit Agreement (Defined Terms) is
hereby amended by amending and restating the Defined Term "Consolidated
Fixed Charges" in its entirety as follows:
"Consolidated Fixed Charges" means, for any period,
the sum of, without duplication, (a) the amounts deducted for
the cash portion of Consolidated Interest Expense in
determining Consolidated Net Income for such period, (b) the
amount of scheduled payments of principal of Indebtedness
during such period plus the non-interest portion of payments
under Capital Leases during such period, and (c) cash
dividends and distributions paid during such period."
(b) Section 7.09 of the Credit Agreement (Limitations on
Dividends) is hereby amended by amending and restating the Section in
its entirety as follows:
"Declare or pay any dividend (other than dividends
payable solely in common stock of the Borrower) on, or make
any payment on account of, or set apart assets for a sinking
or other analogous
fund for, the purchase, redemption, defeasance, retirement or
other acquisition of, any shares of any class of Capital Stock
of the Borrower or any warrants or options to purchase any
such Stock, whether now or hereafter outstanding, or make any
other distribution in respect thereof, either directly or
indirectly, whether in cash or property or in obligations of
the Borrower or any Subsidiary (such declarations, payments,
setting apart, purchases, redemptions, defeasances,
retirements, acquisitions and distributions being herein
called "Restricted Payments"). Notwithstanding the foregoing,
however, the Borrower may:
(i) repurchase the Capital Stock of the Borrower pursuant to
any currently existing or subsequently adopted stock
repurchase program without any limitations, provided,
that the ratio of Consolidated Senior Indebtedness to
Consolidated EBITDA as of the last day of any Rolling
Period (calculated on a pro forma basis as if such
repurchase of Capital Stock of the Borrower, and the
incurrence of any Indebtedness by any Loan Party in
connection therewith, had occurred immediately prior to
such day) is less than 1.0 to 1.0. From and after the
last day of any Rolling Period (beginning with the
Rolling Period ended immediately prior to the Closing
Date) for which the ratio of Consolidated Senior
Indebtedness to Consolidated EBITDA as of the last day of
any such Rolling Period (calculated on a pro forma basis
as if such repurchase of Capital Stock of the Borrower,
and the incurrence of any Indebtedness by any Loan Party
in connection therewith, had occurred immediately prior
to such day) is 1.0 to 1.0 or greater (such day, the
"Limitation Date"), the Borrower shall be subject to a
limitation of $15,000,000 in the aggregate for all such
repurchases of Capital Stock (the "Limitation") from and
after the Limitation Date. The Limitation described
previously shall not be applicable during any subsequent
Rolling Period in which the ration described herein for
such Rolling Period is less than 1.0 to 1.0. For any
subsequent Rolling Period in which the ratio described
herein for such Rolling Period is 1.0 to 1.0 or greater,
the Limitation shall again be $15,000,000 in the
aggregate from and after any such subsequent Rolling
Period, and
(ii) declare and pay cash dividends to its shareholders,
provided, that both prior to and after giving effect to
the payment of such dividends, (A) the Borrower is in pro
forma compliance with the financial covenants set forth
in Section 7.01 and (B) no Event of Default has occurred
and is continuing."
SECTION 3. EFFECTIVENESS. This Amendment shall become effective on the
date that (a) the Administrative Agent shall have received satisfactory evidence
that this Amendment has been duly executed and delivered by the Borrower, the
Guarantors and the Required Lenders; (b) the Administrative Agent shall have
received any other documents relating hereto that shall be reasonably requested
by the Required Lenders or the Administrative Agent prior to the date hereof;
and (c) the Administrative Agent shall have been reimbursed for all legal fees
then due and payable by the Borrower and invoiced prior to the date hereof.
SECTION 4. LIMITED EFFECT. Except as expressly provided in this
Amendment, the Credit Agreement and each other Loan Document shall continue to
be, and shall remain, in full force and effect and this Amendment shall not be
deemed or otherwise construed (a) to be a waiver of, or consent to or a
modification or amendment of, any other term or condition of the Credit
Agreement or any other Loan Document, (b) to prejudice any other right or
remedies that the Administrative Agent or the Lenders, or any of them, may now
have or may have in the future under or in connection with the Credit Agreement
or the Loan Documents, as such documents may be amended, restated or otherwise
modified from time to time, (c) to be a commitment or any other undertaking or
expression of any willingness to engage in any further discussion with the
Borrower or any other person, firm or corporation with respect to any waiver,
amendment, modification or any other change to the Credit Agreement or the Loan
Documents or any rights or remedies arising in favor of the Lenders or the
Administrative Agent, or any of them, under or with respect to any such
documents or (d) to be a waiver of, or consent to or a modification or amendment
of, any other term or condition of any other agreement by and among the
Borrower, on the one hand, and the Administrative Agent or any other Lender, on
the other hand. References in the Credit Agreement (including references to such
Credit Agreement as amended hereby) to "this Agreement" (and indirect references
such as "hereunder", "hereby", "herein", and "hereof") and in any Loan Document
to the Credit Agreement shall be deemed to be references to the Credit Agreement
as amended hereby.
SECTION 5. REPRESENTATIONS AND WARRANTIES/NO DEFAULT. By its execution
hereof, and after giving effect to this Amendment, the Borrower hereby certifies
that (a) each of the representations and warranties set forth in the Credit
Agreement and the other Loan Documents is true and correct in all material
respects as of the date hereof as if fully set forth herein (other than
representations and warranties which speak as of a specific date pursuant to the
Credit Agreement, which representations and warranties shall have been true and
correct as of such specific dates) and that as of the date hereof no Default or
Event of Default has occurred and is continuing, and (b) the execution, delivery
and performance of this Amendment have been authorized by all requisite
corporate action on the part of the Borrower and the Guarantors.
SECTION 6. EXPENSES. The Borrower shall pay all reasonable
out-of-pocket expenses of the Administrative Agent in connection with the
preparation, execution and delivery of this Amendment, including, without
limitation, the reasonable fees and disbursements of counsel for the
Administrative Agent.
SECTION 7. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York without regards
to conflicts of law principles.
SECTION 8. COUNTERPARTS. This Amendment may be executed in separate
counterparts, each of which when executed and delivered is an original but all
of which taken together constitute one and the same instrument.
SECTION 9. FAX TRANSMISSION.A facsimile, telecopy or other reproduction
of this Amendment may be executed by one or more parties hereto, and an executed
copy of this Amendment may be delivered by one or more parties hereto by
facsimile or similar instantaneous electronic transmission device pursuant to
which the signature of or on behalf of such party can be seen, and such
execution and delivery shall be considered valid, binding and effective for all
purposes. At the request of any party hereto, all parties hereto agree to
execute an original of this Amendment as well as any facsimile, telecopy or
other reproduction hereof.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
BORROWER:
ARMOR HOLDINGS, INC., as Borrower
By: /s/ Phil Baratelli
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Name: Phil Baratelli
Title: Corporate Controller and Treasurer
GUARANTORS:
911EP, INC.
By: /s/ Phil Baratelli
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Name: Phil Baratelli
Title: Vice President
AHI PROPERTIES I, INC.
By: /s/ Phil Baratelli
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Name: Phil Baratelli
Title: Vice President
ARMOR BRANDS, INC.
By: /s/ Phil Baratelli
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Name: Phil Baratelli
Title: Vice President
ARMORGROUP SERVICES, LLC
By: /s/ Phil Baratelli
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Name: Phil Baratelli
Title: Vice President
[Second Amendment to Credit Agreement - Armor Holdings, Inc.]
ARMOR HOLDINGS GP, LLC
By: /s/ Phil Baratelli
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Name: Phil Baratelli
Title: Vice President
ARMOR HOLDINGS LP, LLC
By: /s/ Phil Baratelli
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Name: Phil Baratelli
Title: Vice President
ARMOR HOLDINGS FORENSICS, L.L.C.
By: /s/ Phil Baratelli
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Name: Phil Baratelli
Title: Vice President
ARMOR HOLDINGS PAYROLL SERVICES, LLC
By: /s/ Phil Baratelli
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Name: Phil Baratelli
Title: Manager
ARMOR HOLDINGS PRODUCTS, L.L.C.
By: /s/ Phil Baratelli
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Name: Phil Baratelli
Title: Vice President
ARMOR HOLDINGS PROPERTIES, INC.
By: /s/ Phil Baratelli
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Name: Phil Baratelli
Title: Vice President
ARMOR HOLDINGS MOBILE SECURITY, L.L.C.
By: /s/ Phil Baratelli
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Name: Phil Baratelli
Title: Vice President
[Second Amendment to Credit Agreement - Armor Holdings, Inc.]
ARMOR SAFETY PRODUCTS COMPANY
By: /s/ Phil Baratelli
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Name: Phil Baratelli
Title: Vice President
B-SQUARE, INC.
By: /s/ Phil Baratelli
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Name: Phil Baratelli
Title: Vice President
BREAK-FREE, INC.
By: /s/ Phil Baratelli
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Name: Phil Baratelli
Title: Vice President
BREAK-FREE ARMOR CORP.
By: /s/ Phil Baratelli
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Name: Phil Baratelli
Title: Vice President
CASCO INTERNATIONAL, INC.
By: /s/ Phil Baratelli
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Name: Phil Baratelli
Title: Vice President
CDR INTERNATIONAL, INC.
By: /s/ Phil Baratelli
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Name: Phil Baratelli
Title: Vice President
[Second Amendment to Credit Agreement - Armor Holdings, Inc.]
DEFENSE TECHNOLOGY CORPORATION OF AMERICA
By: /s/ Phil Baratelli
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Name: Phil Baratelli
Title: Vice President
IDENTICATOR, INC.
By: /s/ Phil Baratelli
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Name: Phil Baratelli
Title: Vice President
MONADNOCK LIFETIME PRODUCTS, INC., a
Delaware corporation
By: /s/ Phil Baratelli
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Name: Phil Baratelli
Title: Vice President
MONADNOCK LIFETIME PRODUCTS, INC. a New
Hampshire corporation
By: /s/ Phil Baratelli
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Name: Phil Baratelli
Title: Vice President
MONADNOCK POLICE TRAINING COUNCIL, INC.
By: /s/ Phil Baratelli
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Name: Phil Baratelli
Title: Vice President
[Second Amendment to Credit Agreement - Armor Holdings, Inc.]
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
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Name: Phil Baratelli
Title: Vice President
NAP PROPERTY MANAGERS LLC
By: ARMOR HOLDINGS PROPERTIES, INC., its
Managing Member
By: /s/ Phil Baratelli
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Name: Phil Baratelli
Title: Vice President
NETWORK AUDIT SYSTEMS, INC.
By: /s/ Phil Baratelli
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Name: Phil Baratelli
Title: Vice President
NEW TECHNOLOGIES ARMOR, INC.
By: /s/ Phil Baratelli
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Name: Phil Baratelli
Title: Vice President
O'GARA-HESS & EISENHARDT ARMORING
COMPANY, L.L.C.
By: /s/ Phil Baratelli
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Name: Phil Baratelli
Title: Vice President
[Second Amendment to Credit Agreement - Armor Holdings, Inc.]
PRO-TECH ARMORED PRODUCTS OF
MASSACHUSETTS, INC.
By: /s/ Phil Baratelli
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Name: Phil Baratelli
Title: Vice President
RAMTECH DEVELOPMENT CORP.
By: /s/ Phil Baratelli
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Name: Phil Baratelli
Title: Vice President
SAFARILAND GOVERNMENT SALES, INC.
By: /s/ Phil Baratelli
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Name: Phil Baratelli
Title: Vice President
SAFARI LAND LTD., INC.
By: /s/ Phil Baratelli
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Name: Phil Baratelli
Title: Vice President
SPEEDFEED ACQUISITION CORP.
By: /s/ Phil Baratelli
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Name: Phil Baratelli
Title: Vice President
THE O'GARA COMPANY
By: /s/ Phil Baratelli
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Name: Phil Baratelli
Title: Vice President
[Second Amendment to Credit Agreement - Armor Holdings, Inc.]
ADVANCED TRAINING SOLUTIONS, INC.
(formerly known as USDS, INC.)
By: /s/ Phil Baratelli
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Name: Phil Baratelli
Title: Vice President
HATCH IMPORTS, INC.
By: /s/ Phil Baratelli
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Name: Phil Baratelli
Title: Vice President
SIMULA, INC.
By: /s/ Glenn Heiar
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Name: Glenn Heiar
Title: Secretary and Treasurer
SIMULA AEROSPACE & DEFENSE GROUP, INC.
By: /s/ Glenn Heiar
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Name: Glenn Heiar
Title: Secretary and Treasurer
SIMULA POLYMER SYSTEMS, INC.
By: /s/ Glenn Heiar
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Name: Glenn Heiar
Title: Secretary and Treasurer
SIMULA TECHNOLOGIES, INC.
By: /s/ Glenn Heiar
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Name: Glenn Heiar
Title: Secretary and Treasurer
[Second Amendment to Credit Agreement - Armor Holdings, Inc.]
INTERNATIONAL CENTER FOR SAFETY
EDUCATION, INC.
By: /s/ Glenn Heiar
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Name: Glenn Heiar
Title: Secretary and Treasurer
AHI BULLETPROOF ACQUISITION CORP.
By: /s/ Glenn Heiar
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Name: Glenn Heiar
Title: Secretary and Treasurer
[Second Amendment to Credit Agreement - Armor Holdings, Inc.]
LENDERS:
BANK OF AMERICA, N.A., as Administrative
Agent
By: /s/ Michael Brashler
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Name: Michael Brashler
Title: Vice President and Senior Agency
Officer
BANK OF AMERICA, N.A., as L/C Issuer,
Swingline Lender and a Lender
By: /s/ Brian K. Keeney
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Name: Brian K. Keeney
Title: Senior Vice President
WACHOVIA BANK, NATIONAL ASSOCIATION, as
Syndication Agent and a Lender
By: /s/ James Travagline
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Name: James Travagline
Title: Vice President
KEYBANK NATIONAL ASSOCIATION, as
Documentation Agent and a Lender
By: /s/ Louis A. Fender
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Name: Louis A. Fender
Title: Senior Vice President
[Second Amendment to Credit Agreement - Armor Holdings, Inc.]