SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE, dated as of December 9, 2003 (the
"SECOND SUPPLEMENTAL INDENTURE"), among Armor Holdings, Inc., a Delaware
corporation (the "COMPANY"), the subsidiary guarantors listed as signatories to
the Indenture as defined below (collectively, the "INITIAL SUBSIDIARY
GUARANTORS"), the Discontinued Domestic Subsidiaries as defined in the Indenture
(collectively, the "NEW SUBSIDIARY GUARANTORS"), AHI Bulletproof Acquisition
Corp., an Arizona Corporation ("AHI BULLETPROOF Arizona"), AHI Bulletproof
Acquisition Corp., a Delaware corporation ("AHI BULLETPROOF DELAWARE," together
with AHI Bulletproof Arizona, the "NEW ARMOR SUBSIDIARY GUARANTORS"), the
subsidiary guarantors listed on Exhibit A attached hereto (the "SIMULA
GUARANTORS") and Wachovia Bank, National Association, a national banking
association, as trustee (the "TRUSTEE").
WITNESSETH
WHEREAS, the Company has issued its 8 1/4% Senior Subordinated Notes
due 2013 (the "NOTES") in the aggregate principal amount of $150,000,000 under
and pursuant to the Indenture dated August 12, 2003, among the Company, the
Initial Subsidiary Guarantors and the Trustee (the "INDENTURE");
WHEREAS, pursuant to the terms of the Indenture, the Company, the
Initial Subsidiary Guarantors and the New Subsidiary Guarantors entered into the
First Supplemental Indenture, dated as of September 30, 2003 (the "First
Supplemental Indenture"), pursuant to which each of the Discontinued Domestic
Subsidiaries became a Subsidiary Guarantor under the terms of the Indenture;
WHEREAS, subsequent to the execution of the First Supplemental
Indenture and pursuant to Section 4.20(C) of the Indenture, the Company and the
Trustee entered into a Release dated as of November 26, 2003 under which certain
of the Discontinued Domestic Subsidiaries were released and discharged from
their Subsidiary Guarantees and their obligations under the Indenture and the
Registration Rights Agreement;
WHEREAS, pursuant to Section 4.22 of the Indenture, the Company is
required to cause the New Armor Subsidiary Guarantors to execute and deliver to
the Trustee this Second Supplemental Indenture pursuant to which each of the New
Armor Subsidiary Guarantors shall become bound by the provisions of the
Indenture and the Registration Rights Agreement as a Subsidiary Guarantor;
WHEREAS, pursuant to Sections 4.09 and Section 4.22 of the Indenture,
the Company is required to cause the Simula Guarantors to execute and deliver to
the Trustee this Second Supplemental Indenture pursuant to which each of the
Simula Guarantors shall become bound by the provisions of the Indenture and the
Registration Rights Agreement as a Subsidiary Guarantor;
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Second Supplemental Indenture;
WHEREAS, all things necessary for the execution of this Second
Supplemental Indenture and to make this Second Supplemental Indenture a valid
and binding agreement of the parties hereto have been done.
NOW, THEREFORE, for and in consideration of the foregoing and for other
good and valuable consideration, the receipt of which is hereby acknowledged by
the Company, the Initial Subsidiary Guarantors, the New Subsidiary Guarantors,
the New Armor Subsidiary Guarantors, the Simula Guarantors and the Trustee, such
parties hereby agree for the benefit of each other and the equal and ratable
benefit of the Holders of the Notes as follows:
Section 1. Definitions.
Unless otherwise stated or unless the context shall otherwise
require, all capitalized terms used in this Second Supplemental Indenture shall
be given the same meanings as such terms are defined in the Indenture or the
First Supplemental Indenture, as the case may be.
Section 2. Subsidiary Guarantee.
(a) By execution and delivery of this Second Supplemental
Indenture, each of the New Armor Subsidiary Guarantors and the Simula Guarantors
hereby agrees to become a Subsidiary Guarantor pursuant to the Indenture and to
assume all obligations of the Subsidiary Guarantors under the Indenture
(including without limitation, the Subsidiary Guarantee as defined in the
Indenture), the Notes and the Registration Rights Agreement, in each case, in
accordance with the terms thereof.
(b) Each of the New Armor Subsidiary Guarantors and the
Simula Guarantors hereby agrees that its execution and delivery of this Second
Supplemental Indenture shall evidence its Subsidiary Guarantee as set forth in
Section 11.01 of the Indenture without the need for any further notation on the
Notes and the delivery and authentication of any Note by the Trustee under the
Indenture, including any Note authenticated and delivered on or prior to the
date of this Second Supplemental Indenture, shall constitute due delivery of the
Subsidiary Guarantee set forth in this Second Supplemental Indenture on behalf
of the New Armor Subsidiary Guarantors and the Simula Guarantors. Each of the
Initial Subsidiary Guarantors and the New Subsidiary Guarantors hereby agrees
that its Subsidiary Guarantee set forth in Section 11.01 of the Indenture shall
remain in full force and effect.
Section 3. Effectiveness and Validity.
(a) This Second Supplemental Indenture shall become
effective on the date first written above. The Indenture, as supplemented by the
First Supplemental Indenture and this Second Supplemental Indenture, are in all
respects ratified and confirmed hereby. Following the effectiveness hereof, the
Indenture and the First Supplemental Indenture shall be deemed supplemented in
accordance herewith, and this Second Supplemental Indenture shall form a part of
the Indenture as supplemented by the First Supplemental Indenture for all
purposes, and every Holder of Notes heretofore or hereafter authenticated and
delivered under the Indenture as supplemented by the First Supplemental
Indenture shall be entitled to the benefit thereof and hereof and be bound
thereby and hereby.
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(b) If an Officer of a Subsidiary Guarantor whose signature
is on the Indenture, the First Supplemental Indenture or this Second
Supplemental Indenture no longer holds that office at the time the Trustee
authenticates such Notes or at any time thereafter, such Subsidiary Guarantor's
Subsidiary Guarantee shall be valid nevertheless.
Section 4. Solvency; No Fraudulent Transfer or Conveyance.
Each of the New Armor Subsidiary Guarantors and the Simula
Guarantors, for the benefit of each Holder, confirms that it is a solvent
corporation and that the granting of the Subsidiary Guarantee is not made with
the purpose of defrauding any of its current creditors. Each of the Company, the
Initial Subsidiary Guarantors, the New Subsidiary Guarantors, the New Armor
Subsidiary Guarantors and the Simula Guarantors confirms that the Subsidiary
Guarantee given by each of the New Armor Subsidiary Guarantors and the Simula
Guarantors does not constitute a fraudulent transfer or conveyance for purposes
of the United States Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar Federal or state law.
Section 5. No Personal Liability of Directors, Officers,
Employees and Stockholders.
No director, officer, employee, incorporator or stockholder of
the Company or any Subsidiary Guarantor, as such, shall have any liability for
any obligations of the Company or the Subsidiary Guarantors under the Notes, the
Indenture. The First Supplemental Indenture, this Second Supplemental Indenture,
the Subsidiary Guarantees, the Registration Rights Agreement or for any claim
based on, in respect of, or by reason of, such obligations or their creation.
The acceptance of a Note by each Holder of Notes is deemed to be a waiver and
release of all such liability. This waiver and release are part of the
consideration for issuance of the Subsidiary Guarantee set forth in and
evidenced by this Second Supplemental Indenture.
Section 6. Governing Law.
THIS SECOND SUPPLEMENTAL INDENTURE AND THE NOTES AND THE
SUBSDIARY GUARANTEES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAW
PRINCIPLES.
Section 7. Successors.
All agreements of the Company and the Subsidiary Guarantors in
the Indenture, the First Supplemental Indenture, this Second Supplemental
Indenture and the Notes shall bind its successor. All agreements of the Trustee
in this Second Supplemental Indenture shall bind its successor.
Section 8. Duplicate Originals.
The parties may sign any number of copies of this Second
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same instrument.
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Section 9. Severability.
In case any provision in this Second Supplemental Indenture
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions of the Indenture, the First
Supplemental Indenture, this Second Supplemental Indenture and the Notes shall
not in any way be affected or impaired thereby, and a Holder shall have no claim
therefor against any party hereto.
Section 10. Headings.
The headings of the sections of this Second Supplemental
Indenture have been inserted for convenience of reference only, are not to be
considered a part of this Second Supplemental Indenture and will in no way
modify or restrict any of the terms or provisions hereof.
Section 11. Trustee.
The Trustee makes no representations as to the validity or
sufficiency of this Second Supplemental Indenture. The recitals and statements
herein are deemed to be those of the Company and the Subsidiary Guarantors and
not of the Trustee.
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SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed as of the date first written above.
ARMOR HOLDINGS, INC.,
a Delaware corporation
By: /s/ Xxxx Xxxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Controller and Treasurer
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Trustee
By: /s/ Xxxxxxxxx Xxxxx
-------------------------------------
Name: Xxxxxxxxx Xxxxx
Title: Trust Officer
911EP, INC.,
a Delaware corporation
By: /s/ Xxxx Xxxxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President and Assistant
Secretary
AHI PROPERTIES I, INC.,
a Delaware corporation
By: /s/ Xxxx Xxxxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President and Assistant
Secretary
ARMOR BRANDS, INC.,
a Delaware corporation
By: /s/ Xxxx Xxxxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President and Assistant
Secretary
ARMOR HOLDINGS FORENSICS, INC.,
a Delaware corporation
By: /s/ Xxxx Xxxxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President and Assistant
Secretary
ARMOR HOLDINGS GP, LLC,
a Delaware limited liability company
By: /s/ Xxxx Xxxxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President and Assistant
Secretary
ARMOR HOLDINGS LP, LLC,
a Delaware limited liability company
By: /s/ Xxxx Xxxxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President and Assistant
Secretary
ARMOR HOLDINGS MOBILE SECURITY, L.L.C.,
a Delaware limited liability company
By: /s/ Xxxx Xxxxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President and Assistant
Secretary
ARMOR HOLDINGS PAYROLL SERVICES, LLC,
a Delaware limited liability company
By: /s/ Xxxx Xxxxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President and Assistant
Secretary
ARMOR HOLDINGS PRODUCTS, INC.,
a Delaware corporation
By: /s/ Xxxx Xxxxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President and Assistant
Secretary
ARMOR HOLDINGS PROPERTIES, INC.,
a Delaware corporation
By: /s/ Xxxx Xxxxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President and Assistant
Secretary
ARMOR SAFETY PRODUCTS COMPANY,
a Delaware corporation
By: /s/ Xxxx Xxxxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President and Assistant
Secretary
B-SQUARE, INC.,
a Texas corporation
By: /s/ Xxxx Xxxxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President and Assistant
Secretary
BREAK-FREE ARMOR CORP.,
a Delaware corporation
By: /s/ Xxxx Xxxxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President and Assistant
Secretary
BREAK-FREE, INC.,
a Delaware corporation
By: /s/ Xxxx Xxxxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President and Assistant
Secretary
CASCO INTERNATIONAL, INC.,
a New Hampshire corporation
By: /s/ Xxxx Xxxxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President and Assistant
Secretary
DEFENSE TECHNOLOGY CORPORATION OF
AMERICA,
a Delaware corporation
By: /s/ Xxxx Xxxxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President and Assistant
Secretary
IDENTICATOR, INC.,
a Delaware corporation
By: /s/ Xxxx Xxxxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President and Assistant
Secretary
MONADNOCK LIFETIME PRODUCTS, INC.,
a Delaware corporation
By: /s/ Xxxx Xxxxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President and Assistant
Secretary
MONADNOCK LIFETIME PRODUCTS, INC.,
a New Hampshire corporation
By: /s/ Xxxx Xxxxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President and Assistant
Secretary
MONADNOCK POLICE TRAINING COUNCIL, INC.,
a New Hampshire corporation
By: /s/ Xxxx Xxxxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President and Assistant
Secretary
NAP PROPERTIES, LTD.,
a California limited partnership
By: NAP PROPERTY MANAGERS LLC,
its General Partner
By: ARMOR HOLDINGS PROPERTIES, INC.,
its Managing Member
By: /s/ Xxxx Xxxxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President and Assistant
Secretary
NAP PROPERTY MANAGERS LLC,
a California company
By: ARMOR HOLDINGS PROPERTIES, INC.,
its Managing Member
By: /s/ Xxxx Xxxxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President and Assistant
Secretary
X'XXXX-XXXX & XXXXXXXXXX ARMORING
COMPANY, L.L.C.,
a Delaware limited liability company
By: /s/ Xxxx Xxxxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President and Assistant
Secretary
PRO-TECH ARMORED PRODUCTS OF
MASSACHUSETTS, INC.,
a Massachusetts corporation
By: /s/ Xxxx Xxxxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President and Assistant
Secretary
RAMTECH DEVELOPMENT CORP.,
a Delaware corporation
By: /s/ Xxxx Xxxxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President and Assistant
Secretary
SAFARI LAND LTD, INC.,
a California corporation
By: /s/ Xxxx Xxxxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President and Assistant
Secretary
SAFARILAND GOVERNMENT SALES, INC.,
a California corporation
By: /s/ Xxxx Xxxxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President and Assistant
Secretary
SPEEDFEED ACQUISITION CORP.,
a Delaware corporation
By: /s/ Xxxx Xxxxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President and Assistant
Secretary
THE O'GARA COMPANY,
an Ohio corporation
By: /s/ Xxxx Xxxxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President and Assistant
Secretary
ARMORGROUP SERVICES, LLC,
a Delaware limited liability company
By: /s/ Xxxx Xxxxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President and Assistant
Secretary
CDR INTERNATIONAL, INC.,
a Delaware corporation
By: /s/ Xxxx Xxxxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President and Assistant
Secretary
NETWORK AUDIT SYSTEMS, INC.,
a Delaware corporation
By: /s/ Xxxx Xxxxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President and Assistant
Secretary
NEW TECHNOLOGIES ARMOR, INC.,
a Delaware corporation
By: /s/ Xxxx Xxxxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President and Assistant
Secretary
AHI BULLETPROOF ACQUISITION CORP.,
a Delaware corporation
By: /s/ Xxxx Xxxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxx
Title: Chief Financial Officer,
Treasurer and Secretary
SIMULA, INC.,
an Arizona corporation
By: /s/ Xxxxx Xxxxx
-------------------------------------
Name: Xxxxx Xxxxx
Title: Chief Financial Officer,
Treasurer and Secretary
SIMULA AEROSPACE & DEFENSE GROUP, INC.,
an Arizona corporation
By: /s/ Xxxxx Xxxxx
-------------------------------------
Name: Xxxxx Xxxxx
Title: Chief Financial Officer,
Treasurer and Secretary
INTERNATIONAL CENTER FOR SAFETY
EDUCATION, INC.,
an Arizona corporation
By: /s/ Xxxxx Xxxxx
-------------------------------------
Name: Xxxxx Xxxxx
Title: Chief Financial Officer,
Treasurer and Secretary
SIMULA POLYMERS SYSTEMS, INC.,
an Arizona corporation
By: /s/ Xxxxx Xxxxx
-------------------------------------
Name: Xxxxx Xxxxx
Title: Chief Financial Officer,
Treasurer and Secretary
SIMULA TECHNOLOGIES, INC.,
an Arizona corporation
By: /s/ Xxxxx Xxxxx
-------------------------------------
Name: Xxxxx Xxxxx
Title: Chief Financial Officer,
Treasurer and Secretary
AI CAPITAL CORP.,
an Arizona corporation
By: /s/ Xxxxx Xxxxx
-------------------------------------
Name: Xxxxx Xxxxx
Title: Chief Financial Officer,
Treasurer and Secretary
SIMULA COMPOSITES CORPORATION,
a Delaware corporation
By: /s/ Xxxxx Xxxxx
-------------------------------------
Name: Xxxxx Xxxxx
Title: Chief Financial Officer,
Treasurer and Secretary
SIMULA TRANSPORTATION EQUIPMENT
CORPORATION,
an Arizona corporation
By: /s/ Xxxxx Xxxxx
-------------------------------------
Name: Xxxxx Xxxxx
Title: Chief Financial Officer,
Treasurer and Secretary
CCEC CAPITAL CORP.,
an Arizona corporation
By: /s/ Xxxxx Xxxxx
-------------------------------------
Name: Xxxxx Xxxxx
Title: Chief Financial Officer,
Treasurer and Secretary
SAI CAPITAL CORP.,
an Arizona corporation
By: /s/ Xxxxx Xxxxx
-------------------------------------
Name: Xxxxx Xxxxx
Title: Chief Financial Officer,
Treasurer and Secretary
ASD CAPITAL CORP.,
an Arizona corporation
By: /s/ Xxxxx Xxxxx
-------------------------------------
Name: Xxxxx Xxxxx
Title: Chief Financial Officer,
Treasurer and Secretary
EXHIBIT A
Simula, Inc., an Arizona corporation
Simula Aerospace & Defense Group, Inc., an Arizona corporation
International Center for Safety Education, Inc., an Arizona corporation
Simula Polymers Systems, Inc., an Arizona corporation
Simula Technologies, Inc., an Arizona corporation
AI Capital Corp., an Arizona corporation
Simula Composite Corporation, a Delaware corporation
Simula Transportation Equipment Corporation, an Arizona corporation
CCEC Capital Corp., an Arizona corporation
SAI Capital Corp., an Arizona corporation
ASD Capital Corp., an Arizona corporation
