PATENT SECURITY AGREEMENT
THIS PATENT SECURITY AGREEMENT (as amended, restated, supplemented or
otherwise modified from time to time, this "Agreement") is entered into as of
August 12, 2003 by the entities listed on the signature pages attached hereto
(the "Grantor"), in favor of BANK OF AMERICA, N.A., as Administrative Agent (the
"Administrative Agent") under the Credit Agreement (as defined below).
The Grantor owns certain patent and patent applications, including those
patents and patent applications listed on Schedule 1 annexed hereto, and is
party to the patent licenses listed on Schedule 2 annexed hereto; and
Pursuant to the terms of the Collateral Agreement dated of even date
herewith (as amended, restated, supplemented or otherwise modified from time to
time, the "Collateral Agreement"), among the Grantor and certain other
subsidiaries of Armor Holdings, Inc. (the "Borrower") and the Administrative
Agent, the Grantor has granted to the Administrative Agent a security interest
in certain assets of the Grantor, including all right, title and interest of the
Grantor in, to and under all Patent Collateral (as hereinafter defined) as
collateral security for the prompt and complete payment and performance when due
(whether at the stated maturity, by acceleration or otherwise) of the
Obligations owing by the Borrower under the Credit Agreement, dated of even date
herewith (as amended, restated, supplemented or otherwise modified, the "Credit
Agreement"), by and among the Borrower, the Lenders party thereto and the
Administrative Agent, and the other Loan Documents described in the Credit
Agreement. All capitalized terms defined in the Credit Agreement or the
Collateral Agreement and not otherwise defined herein have the respective
meanings provided for in the Credit Agreement or the Collateral Agreement, as
applicable.
To induce the Administrative Agent and the Lenders to enter into the Credit
Agreement and to induce the Lenders to make their respective Credit Extensions
to the Borrower thereunder, the Grantor hereby agrees with the Administrative
Agent, for the ratable benefit of itself and the Lenders, as follows:
1. GRANT OF SECURITY INTEREST. The Grantor does hereby grant to the
Administrative Agent a continuing security interest in all of such Grantor's
right, title and interest in, to and under all of the following (all of the
following items or types of property being herein collectively referred to as
the "Patent Collateral"), whether now existing or hereafter created or acquired,
as collateral security for the prompt and complete payment and performance when
due (whether at the stated maturity, by acceleration or otherwise) of the
Obligations:
(a) each Patent, including, without limitation, each Patent referred to
in Schedule 1 annexed hereto, together with any reissues, continuations,
divisions or extensions thereof;
(b) all Patent Licenses and other agreements providing the Grantor with
the right to use, or pursuant to which the Grantor provides the right to use,
any of the items described
in Section 1(a) (other than any such agreement that by its terms prohibits the
granting of a security interest therein), including each Patent License referred
to in Schedule 2; and
(c) all products and proceeds of, and the rights associated with, the
foregoing, including, without limitation, any claim by any such Grantor against
third parties for past, present or future (i) infringement of any Patent,
including, without limitation, the Patents referred to in Schedule 1, the
Patents issued with respect to the Patent applications or provisional Patent
applications referred to in Schedule 1 and, to the extent applicable, the
patents licensed under any Patent License, or (ii) breach or enforcement of any
Patent License.
2. OTHER SECURITY INTERESTS. This security interest is granted in
conjunction with the security interests granted to the Administrative Agent
pursuant to the Collateral Agreement. The Grantor hereby acknowledges and
affirms that the rights and remedies of the Administrative Agent with respect to
the security interest granted herein are without prejudice to, and are in
addition to, those set forth in the Collateral Agreement, the terms and
provisions of which are incorporated by reference herein as if fully set forth
herein. In the event that any provisions of this Agreement are deemed to
conflict with the Collateral Agreement, the provisions of the Collateral
Agreement shall govern.
3. RESTRICTIONS ON FUTURE AGREEMENTS. The Grantor agrees that until all
Obligations shall have been satisfied in full and the Credit Agreement shall
have been terminated, such Grantor will not, without the Administrative Agent's
prior written consent, enter into any agreement including, without limitation,
any license agreement, which is inconsistent with such Grantor's obligations
under this Agreement if such action would reasonably be expected to materially
adversely affect the fair market value of the Patent Collateral or the benefits
of this Agreement to the Administrative Agent, and such Grantor further agrees
that it will not take any action, or permit any action to be taken by others
subject to its control, including licensees, or fail to take any action, which
would materially adversely affect the validity or enforcement of the rights
transferred to the Administrative Agent under this Agreement.
4. NEW PATENTS. The Grantor represents and warrants to the Administrative
Agent that the Patents listed on Schedule 1 and the Patent Licenses listed on
Schedule 2 constitute all of the Patents now owned by or licensed to such
Grantor for which registrations have been issued or applied for in the United
States Patent and Trademark Office. If, before the Obligations have been
satisfied in full and the Credit Agreement terminated, the Grantor shall obtain
rights to any new patents, patent applications or provisional Patent
applications granted or filed in the United States or in any foreign country,
the provisions of Section 1 above shall automatically apply thereto and the
Grantor shall give to the Administrative Agent prompt written notice thereof.
The Grantor hereby authorizes the Administrative Agent to modify this Agreement
upon such written notice by amending Schedule 1 and Schedule 2 to include any
future patents, patent applications, provisional Patent applications and license
agreements which are Patents, as applicable, under Section 1 above or under this
Section 4.
5. LENDERS NOT LIABLE. Neither the Administrative Agent nor any Lender by
virtue of this Agreement assumes any obligations whatsoever in respect of the
Patent Collateral
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including, without limitations, any obligation to renew registrations of or
defend the validity or enforceability of the Patent Collateral.
6. COUNTERPARTS. This Agreement may be executed by one or more of the
parties to this Agreement on any number of separate counterparts (including by
telecopy) and all of said counterparts, taken together, shall be deemed to
constitute one and the same instrument.
7. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
successors and assigns of the Grantor and shall inure to the benefit of the
Grantor, the Administrative Agent and the Lenders and their successors and
assigns; provided that the Grantor may not assign, transfer or delegate any of
its rights or obligations under this Agreement without the prior written consent
of the Administrative Agent.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the Grantor has caused this Agreement to be duly
executed by its duly authorized officer thereunto, all as of the date first set
forth above.
911EP, INC.,
as Grantor
By:
--------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President
ACKNOWLEDGMENT
STATE OF GEORGIA
COUNTY OF ____________________
I, ___________________________, a Notary Public for said County and State,
do hereby certify that Xxxx Xxxxxxxxx personally appeared before me this day and
stated that he is Vice President of 911 EP, Inc. and acknowledged the due
execution of the foregoing instrument.
Witness my hand and official seal, this ____ day of August, 2003.
-----------------------------------
Notary Public
My commission expires:
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ARMOR HOLDINGS FORENSICS, INC.,
as Grantor
By:
--------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President
ACKNOWLEDGMENT
STATE OF GEORGIA
COUNTY OF ____________________
I, ___________________________, a Notary Public for said County and State,
do hereby certify that Xxxx Xxxxxxxxx personally appeared before me this day and
stated that he is Vice President of Armor Holdings Forensics, Inc. and
acknowledged the due execution of the foregoing instrument.
Witness my hand and official seal, this ____ day of August, 2003.
-----------------------------------
Notary Public
My commission expires:
----------------------
INDENTICATOR, INC.,
as Grantor
By:
--------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President
ACKNOWLEDGMENT
STATE OF GEORGIA
COUNTY OF ____________________
I, ___________________________, a Notary Public for said County and State,
do hereby certify that Xxxx Xxxxxxxxx personally appeared before me this day and
stated that he is Vice President of Identicator, Inc. and acknowledged the due
execution of the foregoing instrument.
Witness my hand and official seal, this ____ day of August, 2003.
-----------------------------------
Notary Public
My commission expires:
----------------------
ARMOR SAFETY PRODUCTS COMPANY,
as Grantor
By:
--------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President
ACKNOWLEDGMENT
STATE OF GEORGIA
COUNTY OF ____________________
I, ___________________________, a Notary Public for said County and State,
do hereby certify that Xxxx Xxxxxxxxx personally appeared before me this day and
stated that he is Vice President of Armor Safety Products Company and
acknowledged the due execution of the foregoing instrument.
Witness my hand and official seal, this ____ day of August, 2003.
-----------------------------------
Notary Public
My commission expires:
----------------------
B-SQUARE, INC.,
as Grantor
By:
--------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President
ACKNOWLEDGMENT
STATE OF GEORGIA
COUNTY OF ____________________
I, ___________________________, a Notary Public for said County and State,
do hereby certify that Xxxx Xxxxxxxxx personally appeared before me this day and
stated that he is Vice President of B-Square, Inc. and acknowledged the due
execution of the foregoing instrument.
Witness my hand and official seal, this ____ day of August, 2003.
-----------------------------------
Notary Public
My commission expires:
----------------------
BREAK-FREE, INC.,
as Grantor
By:
--------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President
ACKNOWLEDGMENT
STATE OF GEORGIA
COUNTY OF ____________________
I, ___________________________, a Notary Public for said County and State,
do hereby certify that Xxxx Xxxxxxxxx personally appeared before me this day and
stated that he is Vice President of Break-Free, Inc. and acknowledged the due
execution of the foregoing instrument.
Witness my hand and official seal, this ____ day of August, 2003.
-----------------------------------
Notary Public
My commission expires:
----------------------
DEFENSE TECHNOLOGY CORPORATION OF
AMERICA,
as Grantor
By:
--------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President
ACKNOWLEDGMENT
STATE OF GEORGIA
COUNTY OF ____________________
I, ___________________________, a Notary Public for said County and State,
do hereby certify that Xxxx Xxxxxxxxx personally appeared before me this day and
stated that he is Vice President of Defense Technology Corporation of America
and acknowledged the due execution of the foregoing instrument.
Witness my hand and official seal, this ____ day of August, 2003.
-----------------------------------
Notary Public
My commission expires:
----------------------
MONADNOCK LIFETIME PRODUCTS, INC.
(DE),
as Grantor
By:
--------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President
ACKNOWLEDGMENT
STATE OF GEORGIA
COUNTY OF ____________________
I, ___________________________, a Notary Public for said County and State,
do hereby certify that Xxxx Xxxxxxxxx personally appeared before me this day and
stated that he is Vice President of Monadnock Lifetime Products, Inc. and
acknowledged the due execution of the foregoing instrument.
Witness my hand and official seal, this ____ day of August, 2003.
-----------------------------------
Notary Public
My commission expires:
----------------------
CASCO INTERNATIONAL, INC.,
as Grantor
By:
--------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President
ACKNOWLEDGMENT
STATE OF GEORGIA
COUNTY OF ____________________
I, ___________________________, a Notary Public for said County and State,
do hereby certify that Xxxx Xxxxxxxxx personally appeared before me this day and
stated that he is Vice President of Casco International, Inc. and acknowledged
the due execution of the foregoing instrument.
Witness my hand and official seal, this ____ day of August, 2003.
-----------------------------------
Notary Public
My commission expires:
----------------------
PRO-TECH ARMORED PRODUCTS OF
MASSACHUSETTS, INC.,
as Grantor
By:
--------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President
ACKNOWLEDGMENT
STATE OF GEORGIA
COUNTY OF ____________________
I, ___________________________, a Notary Public for said County and State,
do hereby certify that Xxxx Xxxxxxxxx personally appeared before me this day and
stated that he is Vice President of Pro-Tech Armored Products of Massachusetts,
Inc. and acknowledged the due execution of the foregoing instrument.
Witness my hand and official seal, this ____ day of August, 2003.
-----------------------------------
Notary Public
My commission expires:
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RAMTECH DEVELOPMENT CORP.,
as Grantor
By:
--------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President
ACKNOWLEDGMENT
STATE OF GEORGIA
COUNTY OF ____________________
I, ___________________________, a Notary Public for said County and State,
do hereby certify that Xxxx Xxxxxxxxx personally appeared before me this day and
stated that he is Vice President of Ramtech Development Corp. and acknowledged
the due execution of the foregoing instrument.
Witness my hand and official seal, this ____ day of August, 2003.
-----------------------------------
Notary Public
My commission expires:
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SAFARI LAND LTD, INC.,
as Grantor
By:
--------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President
ACKNOWLEDGMENT
STATE OF GEORGIA
COUNTY OF ____________________
I, ___________________________, a Notary Public for said County and State,
do hereby certify that Xxxx Xxxxxxxxx personally appeared before me this day and
stated that he is Vice President of Safari Land Ltd., Inc. and acknowledged the
due execution of the foregoing instrument.
Witness my hand and official seal, this ____ day of August, 2003.
-----------------------------------
Notary Public
My commission expires:
----------------------
NEW TECHNOLOGIES ARMOR, INC.,
as Grantor
By:
--------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President
ACKNOWLEDGMENT
STATE OF GEORGIA
COUNTY OF ____________________
I, ___________________________, a Notary Public for said County and State,
do hereby certify that Xxxx Xxxxxxxxx personally appeared before me this day and
stated that he is Vice President of New Technologies Armor, Inc. and
acknowledged the due execution of the foregoing instrument.
Witness my hand and official seal, this ____ day of August, 2003.
-----------------------------------
Notary Public
My commission expires:
----------------------
BANK OF AMERICA, N.A.,
as Administrative Agent
By:
-------------------------------------
Name:
--------------------------------
Title:
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[Acknowledgment Follows]
