BORROWER PLEDGE AGREEMENT
BORROWER PLEDGE AGREEMENT, dated as of February 12, 1999, made by Armor
Holdings, Inc., a Delaware corporation (the "Borrower" or "Pledgor"), in favor
of Canadian Imperial Bank of Commerce as administrative agent (in such capacity,
the "Administrative Agent") for the lenders (the "Lenders") parties to the
Credit Agreement referred to below.
RECITALS
--------
WHEREAS, pursuant to the Credit Agreement, dated as of February 12,
1999 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among the Borrower, the Lenders, the Issuing Lender and the
Administrative Agent, the Lenders have severally agreed to make loans to and the
Issuing Lender has agreed to issue letters of credit for the account of the
Borrower upon the terms and subject to the conditions set forth therein, such
loans to be evidenced by the Notes issued by the Borrower thereunder.
WHEREAS, it is a condition precedent to the obligation of the Lenders
to make their respective loans to the Borrower, and of the Issuing Lender to
issue its letters of credit, under the Credit Agreement that the Pledgor shall
have executed and delivered this Pledge Agreement to the Administrative Agent
for the ratable benefit of the Lenders and the Issuing Lender.
NOW, THEREFORE, in consideration of the premises and to induce the
Agent and the Lenders to enter into the Credit Agreement and to induce the
Lenders to make their respective loans to the Borrower, and the Issuing Lender
to issue its letters of credit, under the Credit Agreement, the Pledgor hereby
agrees with the Administrative Agent, for the ratable benefit of the Lenders, as
follows:
1. Defined Terms. (a) Unless otherwise defined herein, terms which are
defined in the Credit Agreement and used herein shall have the meanings given to
them in the Credit Agreement.
(b) The following terms shall have the following meanings:
"Additional Pledged Stock" shall have the meaning provided in any
supplement to this Pledge Agreement delivered pursuant to Section 5(e) hereof.
"Code" means the Uniform Commercial Code from time to time in effect in
the State of New York.
"Collateral" means the Pledged Stock and all Proceeds.
"Collateral Account" means any account established to hold money
Proceeds, maintained under the sole dominion and control of the Administrative
Agent, subject to withdrawal by the Agent for the account of the Lenders only as
provided in Section 8 of this Pledge Agreement.
"Hedge Agreement": as to any Person, any swap, cap, collar or similar
arrangement entered into by such Person providing for protection against
fluctuations in interest rates or currency exchange rates or the exchange of
nominal interest obligations, either generally or under specific contingencies.
"Issuer" means each of the corporations identified on Schedule I as an
issuer of Pledged Stock.
"Pledge Agreement" means this Stock Pledge Agreement, as amended,
supplemented or otherwise modified from time to time.
"Pledged Stock" means the shares of capital stock listed on Schedule I
hereto, together with all stock certificates, options or rights of any nature
whatsoever which may be issued or granted by any of the Issuers to the Borrower
in respect of the Pledged Stock while this Pledge Agreement is in effect,
together with any Additional Pledged Stock at any time pledged pursuant to
Section 5(e).
"Proceeds" means all "proceeds" as such term is defined in Section
9-306(1) of the Uniform Commercial Code in effect in the State of New York on
the date hereof and, in any event, shall include, without limitation, all
dividends or other income from the Pledged Stock, collections thereon or
distributions with respect thereto.
"Secured Obligations" means the collective reference to (i) the
Obligations, and (ii) all obligations and liabilities of the Borrower to the
Administrative Agent and the Lenders, whether direct or indirect, absolute or
contingent, due or to become due, or now existing or hereafter incurred, which
may arise under, out of or in connection with any Hedge Agreement entered into
by the Borrower with any Lender and any other document made, delivered or given
in connection therewith, whether on account of principal, interest,
reimbursement obligations, fees, indemnities, costs, expenses (including,
without limitation, all fees and disbursements of counsel to the Agent or to the
Lenders that are required to be paid by the Borrower pursuant to the terms of
such Hedge Agreement or other documents) or otherwise.
"Securities Act" means the Securities Act of 1933, as amended.
(c) The words "hereof", "herein" and "hereunder" and words of similar
import when used in this Pledge Agreement shall refer to this Pledge Agreement
as a whole and not to any particular provision of this Pledge Agreement, and
Section, Schedule. Annex, and Exhibit references are to this Pledge Agreement
unless otherwise specified. The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.
-2-
2. Pledge; Grant of Security Interest. The Borrower hereby delivers to
the Agent all the Pledged Stock and hereby grants to the Agent, for the ratable
benefit of the Lenders, a first security interest in the Collateral, as
collateral security for the prompt and complete payment and performance when due
(whether at the stated maturity, by acceleration or otherwise) of the Secured
Obligations.
3. Stock Powers. Concurrently with the delivery to the Agent of each
certificate representing one or more shares of the Pledged Stock, the Pledgor
shall deliver an undated stock power covering such certificate, duly executed in
blank with, if the Agent so requests, signature guaranteed.
4. Representations and Warranties. The Borrower represents and
warrants that:
(a) the shares of Pledged Stock listed on Schedule I constitute all
the issued and outstanding shares of all classes of the Capital Stock of
the Issuers which are Domestic Subsidiaries of the Borrower and are
represented by the certificates listed thereon;
(b) all the shares of the Pledged Stock have been duly and validly
issued and are fully paid and nonassessable;
(c) the Borrower is the record and beneficial owner of, and has title
to, the Pledged Stock, free of any and all Liens or options in favor of, or
claims of, any other Person, except the Lien created by this Pledge
Agreement; and
(d) upon delivery to the Administrative Agent of the stock
certificates evidencing the Pledged Stock (and assuming the continuing and
uninterrupted possession by Agent of such stock certificates in accordance
with the requirements of applicable law), the Lien granted pursuant to this
Pledge Agreement will constitute a valid, perfected first priority Lien on
the Collateral in favor of the Administrative Agent, for the ratable
benefit of the Lenders and the Issuing Lender, enforceable as such against
all creditors of the Borrower and any Persons purporting to purchase any
Collateral from the Borrower.
5. Covenants. The Borrower covenants and agrees with the Administrative
Agent that, from and after the date of this Pledge Agreement until the Secured
Obligations are paid in full and the Commitments have been terminated:
(a) If the Borrower shall, as a result of its ownership of the
Pledged Stock, become entitled to receive or shall receive any stock
certificate (including, without limitation, any certificate representing a
stock dividend or a distribution in connection with any reclassification,
increase or reduction of capital or any certificate issued in connection
with any reorganization), option or rights, whether in addition to, in
substitution for, as a conversion of, or in exchange for any shares of the
Pledged Stock, or otherwise in respect thereof, the Borrower shall accept
the same as the Administrative Agent's and the Lenders' agent, hold the
same in trust for the Administrative Agent and the
-3-
Lenders and deliver the same forthwith to the Administrative Agent in the
exact form received, duly indorsed by the Borrower to the Administrative
Agent, if required, together with an undated stock power covering such
certificate duly executed in blank and with, if the Administrative Agent so
requests, signature guaranteed, to be held by the Administrative Agent, for
the ratable benefit of the Lenders, subject to the terms hereof as
additional collateral security for the Secured Obligations. Any sums paid
upon or in respect of the Pledged Stock upon the liquidation or dissolution
of any of the Issuers shall be paid over to the Administrative Agent to be
held by it hereunder for the ratable benefit of the Lenders as additional
collateral security for the Secured Obligations, and in case any
distribution of capital shall be made on or in respect of the Pledged Stock
or any property shall be distributed upon or with respect to the Pledged
Stock pursuant to the recapitalization or reclassification of the capital
of any of the Issuers or pursuant to the reorganization thereof, the
property so distributed shall be delivered to the Administrative Agent to
be held by it for the ratable benefit of the Lenders and the Issuer,
subject to the terms hereof, as additional collateral security for the
Secured Obligations. If any sums of money or property so paid or
distributed in respect of the Pledged Stock shall be received by the
Borrower, the Borrower shall, until such money or property is paid or
delivered to the Administrative Agent, hold such money or property in trust
for the Administrative Agent and the Lenders segregated from
other funds of the Pledgors, as additional collateral security for the
Secured Obligations.
(b) Without the prior written consent of the Administrative Agent,
the Borrower will not (i) vote to enable, or take any other action to
permit, any of the Issuers to issue any stock or other equity securities of
any nature or to issue any other securities convertible into or granting
the right to purchase or exchange for any stock or other equity securities
of any of the Issuers, or (ii) sell, assign, transfer, exchange or
otherwise dispose of, or grant any option with respect to, the Collateral,
or (iii) create, incur or permit to exist any Lien or option in favor of,
or any claim of any Person with respect to, any of the Collateral, or any
interest therein, except for the Lien provided for by this Pledge
Agreement, or (iv) enter into any agreement or undertaking restricting the
right or ability of the Borrower or the Administrative Agent to sell,
assign or transfer any of the Collateral.
(c) Provided that the Administrative Agent maintains continuous and
uninterrupted possession of the Pledged Stock, the Borrower shall maintain
the security interest created by this Pledge Agreement as a first,
perfected security interest and shall defend such security interest against
the claims and demands of all Persons whomsoever. At any time and from time
to time, upon the written request of the Administrative Agent, and at the
sole expense of the Borrower, the Borrower will promptly and duly execute
and deliver such further instruments and documents and take such further
actions as the Administrative Agent may reasonably request for the purposes
of obtaining or preserving the full benefits of this Pledge Agreement and
of the rights and powers herein granted. If any amount payable under or in
connection with any of the Collateral shall be or become evidenced by any
promissory note, other instrument or chattel paper, such note, instrument
or chattel paper shall be immediately delivered to the Administrative
Agent,
-4-
duly endorsed in a manner satisfactory to the Administrative Agent, to be
held as Collateral pursuant to this Pledge Agreement.
(d) The Borrower agrees to pay, and to save the Administrative Agent
and the Lenders and the Issuing Lender harmless from, any and all
liabilities with respect to, or resulting from any delay in paying, any and
all stamp, excise, sales or other taxes which may be payable or determined
to be payable with respect to any of the Collateral or in connection with
any of the transactions contemplated by this Pledge Agreement.
(e) Pursuant to Section 9.9 of the Credit Agreement, if the Borrower
shall at any time acquire any shares of Capital Stock of any new Domestic
Subsidiary which is not an Issuer hereunder, the Borrower shall
(i) immediately deliver such shares of Capital Stock, and all stock
certificates evidencing the same, to the Administrative Agent to be held as
additional collateral security for the Secured Obligations hereunder,
(ii) promptly deliver to the Administrative Agent a supplement to this
Pledge Agreement, substantially in the form of Exhibit A to this Pledge
Agreement, duly completed, adding such shares of Capital Stock to Schedule
I hereto, and (iii) promptly cause such new Domestic Subsidiary to execute
and deliver an acknowledgment and consent substantially in the form
appended as Annex I to Exhibit A to this Pledge Agreement.
6. Cash Dividends; Voting Rights. Unless an Event of Default shall have
occurred and be continuing and the Administrative Agent shall have given notice
to the Borrower of the Administrative Agent's intent to exercise its
corresponding rights pursuant to Section 7 below, the Pledgor shall be permitted
to receive all cash dividends paid in the normal course of business of the
Issuers, to the extent permitted in the Credit Agreement, in respect of the
Pledged Stock and to exercise all voting and corporate rights with respect to
the Pledged Stock; provided, however, that no vote shall be cast or corporate
right exercised or other action taken which would impair the Administrative
Agent's rights in the Collateral or which would be inconsistent with or result
in any violation of any provision of the Credit Agreement, the Notes, this
Pledge Agreement or the other Loan Documents.
7. Rights of the Administrative Agent. (a) All money Proceeds received
by the Administrative Agent hereunder shall be held by the Administrative Agent
for the benefit of the Lenders and the Issuing Lender in a Collateral Account.
All Proceeds while held by the Administrative Agent in a Collateral Account (or
by the Pledgor in trust for the Administrative Agent and the Lenders and the
Issuing Lender) shall continue to be held as collateral security for all the
Secured Obligations and shall not constitute payment thereof until applied as
provided in Section 8(a).
(b) If an Event of Default shall occur and be continuing and the
Administrative Agent shall give notice of its intent to exercise such rights to
the Borrower: (i) the Administrative Agent shall have the right to receive any
and all cash dividends paid in respect of the Pledged Stock and make application
thereof to the Secured Obligations in such order as it may determine, and (ii)
at the request of the Administrative Agent, all shares of the Pledged Stock
shall be registered in the name of the Administrative Agent or its nominee, and
the
-5-
Administrative Agent or its nominee may thereafter exercise (A) all voting,
corporate and other rights pertaining to such shares of the Pledged Stock at any
meeting of shareholders of any of the Issuers or otherwise and (B) any and all
rights of conversion, exchange, subscription and any other rights, privileges or
options pertaining to such shares of the Pledged Stock as if it were the
absolute owner thereof (including, without limitation, the right to exchange at
its discretion any and all of the Pledged Stock upon the merger, consolidation,
reorganization, recapitalization or other fundamental change in the corporate
structure of any of the Issuers, or upon the exercise by the Borrower or the
Agent of any right, privilege or option pertaining to such shares of the Pledged
Stock, and in connection therewith, the right to deposit and deliver any and all
of the Pledged Stock with any committee, depository, transfer agent, registrar
or other designated agency upon such terms and conditions as it may determine),
all without liability except to account for property actually received by it,
but the Administrative Agent shall have no duty to exercise any such right,
privilege or option and shall not be responsible for any failure to do so or
delay in so doing.
(c) The rights of the Administrative Agent hereunder shall not be
conditioned or contingent upon the pursuit by the Administrative Agent of any
right or remedy against any of the Issuers or against any other Person which may
be or become liable in respect of all or any part of the Obligations or against
any other collateral security therefor, guarantee thereof or right of offset
with respect thereto. The Administrative Agent shall not be liable for any
failure to demand, collect or realize upon all or any part of the Collateral or
for any delay in doing so, nor shall it be under any obligation to sell or
otherwise dispose of any Collateral upon the request of the Borrower or any
other Person or to take any other action whatsoever with regard to the
Collateral or any part thereof.
8. Remedies. (a) If an Event of Default shall have occurred and be
continuing, at any time at the Administrative Agent's election, the
Administrative Agent may apply all or any part of the Proceeds held in any
Collateral Account in payment of the Secured Obligations in such order as the
Administrative Agent may elect.
(b) If an Event of Default shall occur and be continuing, the
Administrative Agent may exercise, in addition to all other rights and remedies
granted in this Pledge Agreement and in any other instrument or agreement
securing, evidencing or relating to the Obligations, all rights and remedies of
a secured party under the Code. Without limiting the generality of the
foregoing, the Administrative Agent, without demand of performance or other
demand, presentment, protest, advertisement or notice of any kind (except any
notice required by law referred to below) to or upon the Borrower, the Issuers
or any other Person (all and each of which demands, defenses, advertisements and
notices are hereby waived), may in such circumstances forthwith collect,
receive, appropriate and realize upon the Collateral, or any part thereof,
and/or may forthwith sell, assign, give option or options to purchase or
otherwise dispose of and deliver the Collateral or any part thereof (or contract
to do any of the foregoing), in one or more parcels at public or private sale or
sales, in the over-the-counter market, at any exchange, broker's board or office
of the Administrative Agent or elsewhere upon such terms and conditions as it
may deem advisable and at such prices as it may deem best, for cash or on credit
or for future delivery without assumption of any credit risk. The Administrative
Agent or any Lender or the Issuing
-6-
Lender shall have the right upon any such public sale or sales, and, to the
extent permitted by law, upon any such private sale or sales, to purchase the
whole or any part of the Collateral so sold, free of any right or equity of
redemption in the Borrower, which right or equity is hereby waived or released.
The Administrative Agent shall apply any Proceeds from time to time held by it
and the net proceeds of any such collection, recovery, receipt, appropriation,
realization or sale, after deducting all reasonable costs and expenses of every
kind incurred therein or incidental to the care or safekeeping of any of the
Collateral or in any way relating to the Collateral or the rights of the
Administrative Agent and the Lenders hereunder, including, without limitation,
reasonable attorneys' fees and disbursements, to the payment in whole or in part
of the Secured Obligations, in such order as the Administrative Agent may elect,
and only after such application and after the payment by the Administrative
Agent of any other amount required by any provision of law, including, without
limitation, Section 9-504(1)(c) of the Code, need the Administrative Agent
account for the surplus, if any, to the Borrower. To the extent permitted by
applicable law, the Borrower waives all claims, damages and demands it may
acquire against the Administrative Agent or any Lender or the Issuing Lender
arising out of the exercise by the Administrative Agent of any of its rights
hereunder. If any notice of a proposed sale or other disposition of Collateral
shall be required by law, such notice shall be deemed reasonable and proper if
given at least 10 days before such sale or other disposition. The Pledgor shall
remain liable for any deficiency if the proceeds of any sale or other
disposition of Collateral are insufficient to pay the Secured Obligations and
the fees and disbursements of any attorneys employed by the Administrative Agent
or any Lender or the Issuing Lender to collect such deficiency.
9. Private Sales. (a) The Pledgor recognizes that the Administrative
Agent may be unable to effect a public sale of any or all the Pledged Stock, by
reason of certain prohibitions contained in the Securities Act and applicable
state securities laws or otherwise, and may be compelled to resort to one or
more private sales thereof to a restricted group of purchasers which will be
obliged to agree, among other things, to acquire such securities for their own
account for investment and not with a view to the distribution or resale
thereof. The Borrower acknowledges and agrees that any such private sale may
result in prices and other terms less favorable to the Administrative Agent than
if such sale were a public sale and, notwithstanding such circumstances, agrees
that any such private sale shall be deemed to have been made in a commercially
reasonable manner. The Administrative Agent shall be under no obligation to
delay a sale of any of the Pledged Stock for the period of time necessary to
permit the Issuers to register such securities for public sale under the
Securities Act, or under applicable state securities laws, even if the Issuers
would agree to do so.
(b) The Borrower further agrees to use its reasonable efforts to do or
cause to be done all such other acts as may be necessary to make any sale or
sales of all or any portion of the Pledged Stock pursuant to this Pledge
Agreement valid and binding and in compliance with any and all other applicable
Requirements of Law. The Borrower further agrees that a breach of any of the
covenants contained in this Section will cause irreparable injury to the
Administrative Agent and the Lenders and the Issuing Lender, that the
Administrative Agent and the Lenders and the Issuing Lender have no adequate
remedy at law in respect of such breach and, as a consequence, that each and
every covenant contained in this Section shall be specifically
-7-
enforceable against such Borrower, and the Borrower hereby waives and agrees not
to assert any defenses against an action for specific performance of such
covenants except for a defense that no Event of Default has occurred under the
Credit Agreement.
10. Irrevocable Authorization and Instruction to Issuers. The Borrower
hereby authorizes and instructs each Issuer to comply with any instruction
received by it from the Administrative Agent in writing that (a) states that an
Event of Default has occurred and (b) is otherwise in accordance with the terms
of this Pledge Agreement, without any other or further instructions from the
Borrower, and the Borrower agrees that each Issuer shall be fully protected in
so complying.
11. Agent's Appointment as Attorney-in-Fact. (a) Upon the occurrence
and during the continuance of an Event of Default, the Borrower hereby
irrevocably constitutes and appoints the Administrative Agent and any officer or
agent of the Administrative Agent, with full power of substitution, as its true
and lawful attorney-in-fact with full irrevocable power and authority in the
place and stead of the Borrower and in the name of the Borrower or in the
Agent's own name, from time to time in the Agent's discretion, for the purpose
of carrying out the terms of this Agreement, to take any and all appropriate
action and to execute any and all documents and instruments which may be
necessary or desirable to accomplish the purposes of this Pledge Agreement,
including, without limitation, any financing statements, endorsements,
assignments or other instruments of transfer.
(b) The Borrower hereby ratifies all that said attorneys shall lawfully
do or cause to be done pursuant to the power of attorney granted in Section
11(a). All powers, authorizations and agencies contained in this Pledge
Agreement are coupled with an interest and are irrevocable until this Pledge
Agreement is terminated and the security interest created hereby are released.
12. Limitation on Duties Regarding Collateral. The Administrative
Agent's sole duty with respect to the custody, safekeeping and physical
preservation of the Collateral in its possession, under Section 9-207 of the
Code or otherwise, shall be to deal with it in the same manner as the
Administrative Agent deals with similar securities and property for its own
account, except that the Administrative Agent shall have no obligation to invest
funds held in any Collateral Account and may hold the same as demand deposits.
Neither the Administrative Agent, any Lender, the Issuing Lender or any of their
respective directors, officers, employees or agents shall be liable for failure
to demand, collect or realize upon any of the Collateral or for any delay in
doing so or shall be under any obligation to sell or otherwise dispose of any
Collateral upon the request of the Borrower or any other Person or to take any
other action whatsoever with regard to the Collateral or any part thereof.
13. Execution of Financing Statements. Pursuant to Section 9-402 of the
Code, the Borrower hereby authorizes the Administrative Agent to file financing
statements with respect to the Collateral without the signature of the Borrower
in such form and in such filing offices as the Administrative Agent reasonably
determines appropriate to perfect the security interests of the Administrative
Agent under this Pledge Agreement.
-8-
14. Powers Coupled with an Interest. All authorizations and agencies
herein contained with respect to the Collateral are irrevocable and powers
coupled with an interest.
15. Notices. Notices, requests and demands to or upon the Agent or the
Borrower hereunder shall be effected in the manner set forth in Section 13.2 of
the Credit Agreement.
16. Authority of Administrative Agent. The Borrower acknowledges that
the rights and responsibilities of the Administrative Agent under this Pledge
Agreement with respect to any action taken by the Administrative Agent or the
exercise or non-exercise by the Administrative Agent of any option, right,
request, judgment or other right or remedy provided for herein or resulting or
arising out of this Pledge Agreement shall, as between the Administrative Agent
and the Lenders and the Issuing Lender, be governed by the Credit Agreement and
by such other agreements with respect thereto as may exist from time to time
among them, but, as between the Administrative Agent and the Borrower, the
Administrative Agent shall be conclusively presumed to be acting as agent for
the Lenders and the Issuing Lender with full and valid authority so to act or
refrain from acting, and neither the Borrower nor any Issuer shall be under any
obligation, or entitlement, to make any inquiry respecting such authority.
17. Severability. Any provision of this Pledge Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
18. Paragraph Headings. The paragraph headings used in this Pledge
Agreement are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation hereof.
19. No Waiver; Cumulative Remedies. The Administrative Agent or any
Lender or the Issuing Lender shall not by any act (except by a written
instrument pursuant to Section 20 hereof), delay, indulgence, omission or
otherwise be deemed to have waived any right or remedy hereunder or to have
acquiesced in any Default or Event of Default or in any breach of any of the
terms and conditions hereof. No failure to exercise, nor any delay in
exercising, on the part of the Agent or any Lender or the Issuing Lender, any
right, power or privilege hereunder shall operate as a waiver thereof. No single
or partial exercise of any right, power or privilege hereunder shall preclude
any other or further exercise thereof or the exercise of any other right, power
or privilege. A waiver by the Administrative Agent or any Lender or the Issuing
Lender of any right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy which the Agent or any Lender or the
Issuing Lender would otherwise have on any future occasion. The rights and
remedies herein provided are cumulative, may be exercised singly or concurrently
and are not exclusive of any rights or remedies provided by law.
-9-
20. Waivers and Amendments; Successors and Assigns; Governing Law. None
of the terms or provisions of this Pledge Agreement may be waived, amended,
supplemented or otherwise modified except by a written instrument executed by
the Borrower, and the Administrative Agent; provided, that any provision of this
Pledge Agreement may be waived by the Administrative Agent in a letter or
agreement executed by the Administrative Agent or by telex or facsimile
transmission from the Administrative Agent. This Pledge Agreement shall be
binding upon the successors and assigns of the Borrower and shall inure to the
benefit of the Administrative Agent and the Lenders and the Issuing Lender and
their respective successors and assigns. THIS PLEDGE AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.
21. Termination Upon Payment and Return of Collateral. Upon payment in
full of all Obligations by the Borrower, termination of the Commitments and
expiration of the Credit Agreement in accordance with its terms, this Agreement
shall terminate and the Administrative Agent agrees to return the Pledged Stock
to the Borrower within a reasonable time thereafter.
[SIGNATURE PAGE FOLLOWS]
-10-
Pledge Agreement
IN WITNESS WHEREOF, the undersigned has caused this Pledge Agreement to
be duly executed and delivered as of the date first above written.
ARMOR HOLDINGS, INC.
By
-------------------------
Name: Robert R. Schiller
Title: Vice President - Corporate
Development
CANADIAN IMPERIAL BANK OF COMMERCE,
as Administrative Agent
By
-------------------------
Name:
Title:
Pledge Agreement
ACKNOWLEDGMENT AND CONSENT
The undersigned, the Issuers referred to in the foregoing Pledge
Agreement, hereby acknowledge receipt of a copy thereof and agree to be bound
thereby and to comply with the terms thereof insofar as such terms are
applicable to it. The undersigned agree to notify the Agent promptly in writing
of the occurrence of any of the events described in Section 5(a) of the Pledge
Agreement. The undersigned further agree that the terms of Section 9(c) of the
Pledge Agreement shall apply to them, mutatis mutandis, with respect to all
actions that may be required of them under or pursuant to or arising out of
Section 9 of the Pledge Agreement.
NIK PUBLIC SAFETY, INC.
By:
--------------------------------------
Name:
Title:
LOW VOLTAGE SYSTEMS TECHNOLOGY, INC.
By:
--------------------------------------
Name:
Title:
AMERICAN BODY ARMOR & EQUIPMENT, INC.
By:
--------------------------------------
Name:
Title:
DEFENSE TECHNOLOGY CORPORATION OF AMERICA
By:
--------------------------------------
Name:
Title:
Borrower Pledge Agreement
PRO-TECH ARMORED PRODUCTS OF
MASSACHUSETTS, INC.
By:
---------------------------------------
Name:
Title:
ARMOR HOLDINGS PROPERTIES, INC.
By:
---------------------------------------
Name:
Title:
FEDERAL LABORATORIES, INC.
By:
---------------------------------------
Name:
Title:
Pledge Agreement
SCHEDULE I to
Pledge Agreement
----------------
DESCRIPTION OF BORROWER PLEDGED STOCK
Stock
Name of Class of Certificate No. of
Issuer Stock No. Shares
- ------- -------- ----------- ------
NIK Public Safety, Inc. Common
Low Voltage Systems Technology, Inc. Common
American Body Armor & Equipment, Inc. Common
Defense Technology Corporation of America Common
Pro-Tech Armored Products of Massachusetts, Inc. Common
Armor Holdings Properties, Inc. Common
Federal Laboratories, Inc. Common
Pledge Agreement
EXHIBIT A to
Stock Pledge Agreement
STOCK PLEDGE AGREEMENT SUPPLEMENT
STOCK PLEDGE AGREEMENT SUPPLEMENT, dated as of ___________ __, 199_
(this "Supplement"), made by ARMOR HOLDINGS, INC., a Delaware corporation (the
"Pledgor"), in favor of Canadian Imperial Bank of Commerce, as agent (in such
capacity, the "Agent") under the Credit Agreement (as defined in the Pledge
Agreement referred to below) for the benefit of the Lenders (as so defined).
1. Reference is hereby made to that certain Pledge Agreement,
dated as of February 12, 1999, made by the Pledgor in favor of the
Agent (as amended, supplemented or otherwise modified as of the date
hereof, the "Pledge Agreement"). Terms defined in the Pledge Agreement
are used herein as therein defined.
2. The Pledgor hereby confirms and reaffirms the security
interest in the Collateral granted to the Agent for the benefit of the
Lenders and the Issuing Lender under the Pledge Agreement, and, as
additional collateral security for the prompt and complete payment when
due (whether at stated maturity, by acceleration or otherwise) of the
Secured Obligations and in order to induce the Lenders to make their
Loans and the Issuing Lender to issue Letters of Credit under the
Credit Agreement and the other Loan Documents, the Pledgor hereby
delivers to the Agent, for the ratable benefit of the Lenders and the
Issuing Lender, all of the shares of Capital Stock of [INSERT NAME OF
NEW ISSUER], a ________ corporation (the "New Issuer") listed in
Schedule I hereto, together with all stock certificates, options, or
rights of any nature whatsoever which may be issued or granted by the
New Issuer in respect of such Capital Stock while the Pledge Agreement,
as supplemented hereby, is in force (the "Additional Pledged Stock")
and hereby grants to the Agent, for the ratable benefit of the Lenders
and the Issuing Lender a first security interest in the Additional
Pledged Stock and all Proceeds thereof. From and after the date of this
Supplement, as used in the Pledge Agreement as supplemented by this
Supplement and for all purposes of the Pledge Agreement as so
supplemented, "Pledged Stock" shall be deemed to include the Additional
Pledged Stock and "Issuers" shall be deemed to include the New Issuer.
3. The Pledgor hereby represents and warrants that the
representations and warranties contained in Section 4 of the Pledge
Agreement are true and correct on the date of this Supplement with
references therein to the "Pledged Stock" to include the Additional
Pledged Stock, with references to the "Issuers" therein to include the
New Issuer, and with references to the Pledge Agreement to mean the
Pledge Agreement as supplemented hereby.
4. This Supplement is supplemental to the Pledge Agreement,
forms a part thereof and is subject to the terms thereof. From and
after the date of this Supplement, Schedule I to the Pledge Agreement
shall be deemed to include each item listed on Schedule I to this
Supplement. This Supplement shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York.
Pledge Agreement
IN WITNESS WHEREOF, the undersigned has caused this Supplement to be
duly executed and delivered as of the date first above written.
ARMOR HOLDINGS, INC.
By
------------------------------
Name:
Title:
Pledge Agreement
SCHEDULE I to
Supplement
DESCRIPTION OF ADDITIONAL PLEDGED STOCK
Stock
Name of Class of Certificate No. of
Issuer Stock No. Shares
Pledge Agreement
ANNEX I to Supplement
ACKNOWLEDGMENT AND CONSENT
The undersigned, the New Issuer referred to in the foregoing Supplement
to Pledge Agreement, hereby acknowledges receipt of a copy thereof and of the
Pledge Agreement referred to therein and agrees to be bound thereby and to
comply with the terms thereof insofar as such terms are applicable to it. The
undersigned agrees to notify the Agent promptly in writing of the occurrence of
any of the events described in Section 5(a) of the Pledge Agreement. The
undersigned further agrees that the terms of Section 9(c) of the Pledge
Agreement shall apply to it, mutatis mutandis, with respect to all actions that
may be required of it under or pursuant to or arising out of Section 9 of the
Pledge Agreement.
[NAME OF NEW ISSUER]
By:
-------------------------------
Name:
Title: