EXHIBIT 10.1
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as
of June 23, 2006, is by and among ARMOR HOLDINGS, INC., a Delaware corporation
(the "Borrower"), the Material Domestic Subsidiaries of the Borrower from time
to time party hereto (individually a "Guarantor" and collectively the
"Guarantors") and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent
on behalf of the Lenders (defined below) under the Credit Agreement (defined
below) (in such capacity, the "Administrative Agent").
W I T N E S S E T H
WHEREAS, the Borrower, the Guarantors, certain banks and financial
institutions from time to time party thereto (the "Lenders") and the
Administrative Agent are parties to that certain Credit Agreement dated as of
May 25, 2006 (as amended, modified, supplemented, or restated from time to time,
the "Credit Agreement"; capitalized terms used herein and not otherwise defined
herein shall have the meanings ascribed thereto in the Credit Agreement, as
amended hereby);
WHEREAS, the Credit Parties have requested the Required Lenders amend
certain provisions of the Credit Agreement; and
WHEREAS, the Required Lenders are willing to make such amendments to
the Credit Agreement, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the agreements hereinafter set
forth, and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
AMENDMENTS TO CREDIT AGREEMENT
1.1 AMENDMENT TO SECTION 6.10. Section 6.10 of the Credit
Agreement is hereby amended by replacing all references therein to ".25x" with
"0.25".
1.2 AMENDMENT TO SECTION 6.13. Section 6.13 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:
The Credit Parties will not, nor will they permit any
Subsidiary to, enter into, assume or become subject to any agreement
prohibiting or otherwise restricting the creation or assumption of any
Lien upon any of their properties or assets, whether now owned or
hereafter acquired, or requiring the grant of any security for such
obligation if security is given for some other obligation, except (a)
pursuant to this Agreement and the
other Credit Documents, (b) pursuant to any document or instrument;
provided that any such restriction contained therein relates only to
the asset or assets constructed or acquired in connection therewith or
otherwise the subject matter thereof; (c) in connection with any
Permitted Lien or any document or instrument governing any Permitted
Lien; provided that any such restriction contained therein relates only
to the asset or assets subject to such Permitted Lien, (d) customary
non-assignment or non-pledge provisions in Government Contracts, joint
venture agreements, Intellectual Property licenses and other agreements
that customarily have such provisions; provided that any such
restriction contained therein relates only to such contract, agreement,
or license (and assets required for performance thereunder) and does
not extend to any other properties or assets and (e) pursuant to any
indenture, guaranty or other agreement with respect to Indebtedness
permitted pursuant to Section 6.1(g), (h), (i), (l), (m) and (p);
provided that (i) the Liens in favor of the Administrative Agent shall
be permitted thereunder and (ii) the prohibitions and restrictions on
Liens set forth in such indenture or agreement shall be no more
restrictive on the Credit Parties than the prohibitions and
restrictions set forth in Section 6.2.
ARTICLE II
CONDITIONS TO EFFECTIVENESS
2.1 CLOSING CONDITIONS.
This Amendment shall become effective as of the date hereof upon
satisfaction of the following conditions (in form and substance reasonably
acceptable to the Administrative Agent):
(a) Executed Amendment. The Administrative Agent shall have
received a copy of this Amendment duly executed by each of the Credit
Parties and the Administrative Agent, on behalf of the Required
Lenders.
(b) Executed Consents. The Administrative Agent shall have
received executed consents, in the form of Exhibit A attached hereto,
from the Required Lenders authorizing the Administrative Agent to enter
into this Amendment on their behalf. The delivery by the Administrative
Agent of a signature to this Amendment shall constitute conclusive
evidence that the consents from the Required Lenders have been
obtained.
ARTICLE III
MISCELLANEOUS
3.1 AMENDED TERMS. All references to the Credit Agreement in each of
the Credit Documents shall hereafter mean the Credit Agreement as amended by
this Amendment. Except as specifically amended hereby or otherwise agreed, the
Credit Agreement is hereby ratified and confirmed and shall remain in full force
and effect according to its terms.
2
3.2 REPRESENTATIONS AND WARRANTIES OF CREDIT PARTIES. Each of the
Credit Parties represents and warrants as follows as of the date hereof, after
giving effect to this Amendment:
(a) It has taken all necessary action to authorize the
execution, delivery and performance of this Amendment.
(b) This Amendment has been duly executed and delivered by
such Person and constitutes such Person's valid and legally binding
obligations, enforceable in accordance with its terms, except as such
enforceability may be subject to (i) applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance or transfer, moratorium or
similar laws affecting creditors' rights generally and (ii) general
principles of equity (regardless of whether such enforceability is
considered in a proceeding at law or in equity).
(c) No consent, approval, authorization or order of, or
registration or qualification with, any Governmental Authority or third
party is required in connection with the execution, delivery or
performance by such Person of this Amendment.
(d) No filing with any Governmental Authority or third party
is required in connection with the execution, delivery or performance
by such Person of this Amendment, except for those filings the failure
of which to make by such Person could not reasonably be expected to
have a Material Adverse Effect.
(e) The representations and warranties set forth in Article
III of the Credit Agreement are true and correct as of the date hereof
(except for those which expressly relate to an earlier date).
(f) After giving effect to this Amendment, no event has
occurred and is continuing which constitutes a Default or an Event of
Default.
(g) The Security Documents continue to create a valid security
interest in, and Lien upon, the Collateral, in favor of the
Administrative Agent, for the benefit of the Lenders, which security
interests and Liens are perfected in accordance with the terms of the
Security Documents and prior to all Liens other than Permitted Liens.
(h) Except as specifically provided in this Amendment, the
Credit Party Obligations are not reduced or modified by this Amendment
and are not subject to any offsets, defenses or counterclaims.
3.3 REAFFIRMATION OF CREDIT PARTY OBLIGATIONS. Each Credit Party hereby
ratifies the Credit Agreement and acknowledges and reaffirms (a) that it is
bound by all of the terms of the Credit Agreement applicable to it and (b) that
it is responsible for the observance and full performance of its respective
Credit Party Obligations.
3
3.4 CREDIT DOCUMENT. This Amendment shall constitute a Credit Document
under the terms of the Credit Agreement.
3.5 FURTHER ASSURANCES. The Credit Parties agree to promptly take such
action, upon the request of the Administrative Agent, as is necessary to carry
out the intent of this Amendment.
3.6 ENTIRETY. This Amendment and the other Credit Documents embody the
entire agreement among the parties hereto and supersede all prior agreements and
understandings, oral or written, if any, relating to the subject matter hereof.
3.7 COUNTERPARTS; TELECOPY. This Amendment may be executed in any
number of counterparts, each of which when so executed and delivered shall be an
original, but all of which shall constitute one and the same instrument.
Delivery of an executed counterpart to this Amendment by telecopy shall be
effective as an original and shall constitute a representation that an original
will be delivered.
3.8 NO ACTIONS, CLAIMS, ETC. As of the date hereof, each of the Credit
Parties hereby acknowledges and confirms that it has no knowledge of any
actions, causes of action, claims, demands, damages and liabilities of whatever
kind or nature, in law or in equity, against the Administrative Agent, the
Lenders or the Administrative Agent's or the Lenders' respective officers,
employees, representatives, agents, counsel or directors arising from any action
by such Persons, or failure of such Persons to act under this Credit Agreement
on or prior to the date hereof.
3.9 GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401
AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
3.10 CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVERS OF JURY
TRIAL AND CONSEQUENTIAL DAMAGES. The jurisdiction, service of process and
waivers of jury trial and consequential damages provisions set forth in Sections
9.14 and 9.17 of the Credit Agreement are hereby incorporated by reference,
mutatis mutandis.
3.11 SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.
3.12 FEES AND EXPENSES. The Borrower agrees to pay all fees and
expenses of the Administrative Agent in connection with the preparation,
execution and delivery of this Amendment, including, without limitation, the
fees and expenses of ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLC.
[BALANCE OF PAGE INTENTIONALLY LEFT BLANK]
4
ARMOR HOLDINGS, INC.
FIRST AMENDMENT TO CREDIT AGREEMENT
IN WITNESS WHEREOF the Borrower, the Guarantors and the Required
Lenders have caused this Amendment to be duly executed on the date first above
written.
BORROWER: ARMOR HOLDINGS, INC.
---------
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Corporate Controller, Treasurer
and Secretary
ARMOR HOLDINGS, INC.
FIRST AMENDMENT TO CREDIT AGREEMENT
GUARANTORS: 911EP, INC.
----------- AHI PROPERTIES I, LLC
ARMOR ACCESSORIES, INC.
ARMOR BRANDS, INC.
ARMORGROUP SERVICES, LLC
ARMOR HOLDINGS GP, LLC
ARMOR HOLDINGS LP, LLC
ARMOR HOLDINGS FORENSICS, L.L.C.
ARMOR HOLDINGS PRODUCTS, L.L.C.
ARMOR HOLDINGS PROPERTIES, INC.
ARMOR HOLDINGS MOBILE
SECURITY, L.L.C.
ARMOR SAFETY PRODUCTS COMPANY
CASCO INTERNATIONAL, INC.
CDR INTERNATIONAL, INC.
DEFENSE TECHNOLOGY CORPORATION
OF AMERICA
IDENTICATOR, LLC
MONADNOCK LIFETIME PRODUCTS, INC.,
a Delaware corporation
MONADNOCK LIFETIME PRODUCTS, INC.,
a New Hampshire corporation
MONADNOCK POLICE TRAINING
COUNCIL, INC.
ODV HOLDINGS CORP.
NEW TECHNOLOGIES ARMOR, INC.
RAMTECH DEVELOPMENT CORP.
SAFARILAND GOVERNMENT SALES, INC.
SAFARI LAND LTD., INC.
Each of the above
By:/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
ARMOR HOLDINGS, INC.
FIRST AMENDMENT TO CREDIT AGREEMENT
GUARANTORS (CONTINUED): ▇'▇▇▇▇-▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ ARMORING
----------------------- COMPANY, L.L.C.
PRO-TECH ARMORED PRODUCTS OF
MASSACHUSETTS, INC.
THE CENTIGON COMPANY, LLC
CENTIGON SALES & MARKETING, LLC
CENTIGON USA, LLC
HATCH IMPORTS, INC.
ARMOR HOLDINGS INFORMATION
TECHNOLOGY, L.L.C.
THE SPECIALTY GROUP, INC.
SPECIALTY PLASTIC PRODUCTS OF
DELAWARE, INC.
SPECIALTY DEFENSE SYSTEMS OF
DELAWARE, INC.
MT. ▇▇▇▇ SPECIALTY, INC. PENN FIBRE
& SPECIALTY COMPANY OF
DELAWARE, INC.
PFS SALES COMPANY
SPECIALTY DEFENSE SYSTEMS OF
KENTUCKY, INC.
SPECIALTY DEFENSE SYSTEMS OF
NEVADA, INC.
SPECIALTY DEFENSE SYSTEMS OF
PENNSYLVANIA, INC.
SPECIALTY DEFENSE SYSTEMS OF
TENNESSEE, INC.
SPECIALTY MACHINERY, INC.
BIANCHI INTERNATIONAL
ACCUCASE, LLC
ARMOR HOLDINGS GOVERNMENT
RELATIONS, LLC
SECOND CHANCE ARMOR, INC.
Each of the above
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
ARMOR HOLDINGS, INC.
FIRST AMENDMENT TO CREDIT AGREEMENT
GUARANTORS (CONTINUED): OAK BRANCH, LLC
-----------------------
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: President and Treasurer
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/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
NAP PROPERTY MANAGERS LLC
By: ARMOR HOLDINGS PROPERTIES, INC.,
its Managing Member
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
ARMOR HOLDINGS PAYROLL
SERVICES, LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Manager
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ TACTICAL
VEHICLE SYSTEMS, LP
By: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ TVS, INC.,
its General Partner
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
ARMOR HOLDINGS, INC.
FIRST AMENDMENT TO CREDIT AGREEMENT
GUARANTORS (CONTINUED): SIMULA, INC.
----------------------- SIMULA AEROSPACE & DEFENSE GROUP, INC.
SIMULA POLYMER SYSTEMS, INC.
SIMULA TECHNOLOGIES, INC.
INTERNATIONAL CENTER FOR SAFETY EDUCATION, INC.
ARMOR HOLDINGS AEROSPACE & DEFENSE, INC.
Each of the above
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Secretary and Treasurer
ARMOR HOLDINGS AIRCRAFT, LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: President
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ SERVICES, INC.
EXTENDED REACH LOGISTICS, INC.
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ FMTV
INTERNATIONAL, INC.
S&S TRUST
SIERRA DETROIT DIESEL ▇▇▇▇▇▇▇, INC.
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ TVS, INC.
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ VEHICLE
SERVICES, INC.
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ HOLDINGS, INC.
TVS HOLDINGS, INC.
TVS HOLDINGS, LLC
Each of the above
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
ARMOR HOLDINGS, INC.
FIRST AMENDMENT TO CREDIT AGREEMENT
ADMINISTRATIVE AGENT: WACHOVIA BANK, NATIONAL ASSOCIATION,
--------------------- as Administrative Agent on behalf of the Required Lenders
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇
-------------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇
Title: Director
EXHIBIT A
[FORM OF]
CONSENT TO FIRST AMENDMENT
TO CREDIT AGREEMENT
This Consent is given pursuant to the Credit Agreement, dated as of May
25, 2006 (the "Credit Agreement"; and as amended by the Amendment (as defined
below), the "Amended Credit Agreement"), by and among Armor Holdings, Inc., a
Delaware corporation (the "Borrower"), the Material Domestic Subsidiaries of the
Borrower from time to time party thereto (individually a "Guarantor" and
collectively the "Guarantors"), the certain banks and financial institutions
from time to time party thereto (the "Lenders") and Wachovia Bank, National
Association, as administrative agent for the Lenders (the "Administrative
Agent"). Capitalized terms used herein shall have the meanings ascribed thereto
in the Credit Agreement unless otherwise defined herein.
The undersigned hereby approves the amendment of the Credit Agreement
effected by the First Amendment to Credit Agreement (the "Amendment"), dated as
of June [ ], 2006, by and among the Borrower, the Guarantors and the
Administrative Agent. The undersigned hereby authorizes the Administrative Agent
to execute and deliver the Amendment on its behalf and, by its execution below,
the undersigned agrees to be bound by the terms and conditions of the Amendment
and the Credit Agreement.
Delivery of this Consent by telecopy shall be effective as an original.
A duly authorized officer of the undersigned has executed this Consent
as of the day of , 2006.
--------------------------------------,
as a Lender
By:
--------------------------------
Name:
--------------------------------
Title:
--------------------------------