EXHIBIT 4.4
SIXTH SUPPLEMENTAL INDENTURE
SIXTH SUPPLEMENTAL INDENTURE, dated as of June 30, 2006 (the "SIXTH
SUPPLEMENTAL INDENTURE"), among Armor Holdings, Inc., a Delaware corporation
(the "COMPANY"), the subsidiary guarantors listed on Exhibit A attached hereto
(collectively, the "Existing Subsidiary Guarantors"), the subsidiary guarantors
listed on Exhibit B attached hereto (the "New Subsidiary Guarantors"), and U.S.
Bank National Association (formerly Wachovia Bank, National Association), a
national banking association, as trustee (the "TRUSTEE").
WITNESSETH
WHEREAS, the Company has issued its 2.00% Senior Subordinated Convertible
Notes due November 1, 2024 (the "NOTES") in the aggregate principal amount of
$345,000,000 under and pursuant to the Indenture, dated as of October 29, 2004
(the "BASE INDENTURE"), between the Company and the Trustee, as supplemented by
the First Supplemental Indenture, dated as of October 29, 2004 (the "FIRST
SUPPLEMENTAL INDENTURE"), among the Company, the Subsidiary Guarantors parties
thereto and the Trustee, as further supplemented by the Second Supplemental
Indenture, dated as of December 29, 2004 (the "SECOND SUPPLEMENTAL INDENTURE"),
among the Company, the Subsidiary Guarantors parties thereto, and the Trustee,
as further supplemented by the Third Supplemental Indenture, dated as of May 25,
2005 (the "THIRD SUPPLEMENTAL INDENTURE") among the Company, the Subsidiary
Guarantors parties thereto and the Trustee, as further supplemented by the
Fourth Supplemental Indenture, dated as of August 25, 2005, (the "FOURTH
SUPPLEMENTAL INDENTURE) among the Company, the Subsidiary Guarantors parties
thereto and the Trustee, as further supplemented by the Fifth Supplemental
Indenture, dated as of December 9, 2005, (the "FIFTH SUPPLEMENTAL INDENTURE")
among the Company, the Subsidiary Guarantors parties thereto and the Trustee,
together with the Base Indenture, the First Supplemental Indenture, the Second
Supplemental Indenture, the Third Supplemental Indenture, the Fourth
Supplemental Indenture, (the "INDENTURE"), among the Company, the Subsidiary
Guarantors parties thereto and the Trustee;
WHEREAS, pursuant to Section 5.03 of the First Supplemental Indenture, the
Company is required to cause the New Subsidiary Guarantors to execute and
deliver to the Trustee this Sixth Supplemental Indenture pursuant to which the
New Subsidiary Guarantors shall become bound by the provisions of the Indenture
as a Subsidiary Guarantor;
WHEREAS, pursuant to Section 10.01 of the First Supplemental Indenture,
the Trustee is authorized to execute and deliver this Sixth Supplemental
Indenture;
WHEREAS, all things necessary for the execution of this Sixth Supplemental
Indenture and to make this Sixth 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 Existing Subsidiary Guarantors, the New Subsidiary 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 Sixth Supplemental Indenture shall
be given the same meanings as such terms are defined in the Indenture.
Section 2. Subsidiary Guarantee.
(a) By execution and delivery of this Sixth Supplemental
Indenture, the New Subsidiary Guarantors hereby agree 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) and the Notes, in each case,
in accordance with the terms thereof.
(b) The New Subsidiary Guarantors hereby agree that its execution
and delivery of this Sixth Supplemental Indenture shall evidence its Subsidiary
Guarantee as set forth in 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 Sixth Supplemental Indenture, and shall constitute
due delivery of the Subsidiary Guarantee set forth in this Sixth Supplemental
Indenture on behalf of the New Subsidiary Guarantors. Each of the Existing
Subsidiary Guarantors hereby agrees that its Subsidiary Guarantee set forth in
the Indenture shall remain in full force and effect.
Section 3. Effectiveness and Validity.
(a) This Sixth Supplemental Indenture shall become effective on
the date first written above. The Indenture, as supplemented by this Sixth
Supplemental Indenture, is in all respects ratified and confirmed hereby.
Following the effectiveness hereof, the Indenture shall be deemed supplemented
in accordance herewith, and this Sixth Supplemental Indenture shall form a part
of the Indenture for all purposes, and every Holder of Notes heretofore or
hereafter authenticated and delivered under the Indenture as supplemented by the
Sixth Supplemental Indenture shall be entitled to the benefit thereof and hereof
and be bound thereby and hereby.
(b) If an Officer of a Subsidiary Guarantor whose signature is
on the Indenture or the Sixth 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.
The New Subsidiary Guarantors, for the benefit of each Holder,
confirms that it is a solvent corporation, limited liability company, or other
entity 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 and the
New Subsidiary Guarantors confirm that the Subsidiary Guarantee given by the New
Subsidiary Guarantor does not constitute a fraudulent transfer or conveyance
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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 or this Sixth Supplemental Indenture, the Subsidiary Guarantees, 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 Sixth Supplemental Indenture.
Section 6. Governing Law.
THIS SIXTH SUPPLEMENTAL INDENTURE AND THE NOTES AND THE SUBSIDIARY
GUARANTEE 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, this Sixth Supplemental Indenture and the Notes shall bind their
respective successors. All agreements of the Trustee in this Sixth Supplemental
Indenture shall bind its successors.
Section 8. Duplicate Originals.
The parties may sign any number of copies of this Sixth Supplemental
Indenture. Each signed copy shall be an original, but all of them together
represent the same instrument.
Section 9. Severability.
In case any provision in this Sixth Supplemental Indenture shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions of the Indenture, this Sixth 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 Sixth Supplemental Indenture
have been inserted for convenience of reference only, are not to be considered a
part of this Sixth Supplemental Indenture and will in no way modify or restrict
any of the terms or provisions hereof.
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Section 11. Trustee.
The Trustee makes no representations as to the validity or
sufficiency of this Sixth 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 Sixth Supplemental
Indenture to be duly executed as of the date first written above.
ARMOR HOLDINGS, INC.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Corporate Controller and
Treasurer
U.S. BANK NATIONAL ASSOCIATION as Trustee
By: /s/ Xxxxxxxxx Xxxxx
---------------------------------------
Name: Xxxxxxxxx Xxxxx
Title: Authorized Agent
AS EXISTING SUBSIDIARY GUARANTORS:
911EP, INC.
ACCUCASE, L.L.C.
AHI PROPERTIES I, LLC (F/K/A AHI PROPERTIES
I, INC.)
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
BIANCHI INTERNATIONAL
CASCO INTERNATIONAL, INC.
CDR INTERNATIONAL, INC.
CENTIGON USA, LLC
THE CENTIGON COMPANY, LLC
CENTIGON SALES & MARKETING, LLC
DEFENSE TECHNOLOGY CORPORATION OF AMERICA
HATCH IMPORTS, INC.
IDENTICATOR, LLC
MONADNOCK LIFETIME PRODUCTS, INC., a
Delaware corporation
MONADNOCK LIFETIME PRODUCTS, INC. a
New Hampshire corporation
MONADNOCK POLICE TRAINING COUNCIL, INC.
NEW TECHNOLOGIES ARMOR, INC.
ODV HOLDINGS CORP.
X'XXXX-XXXX & XXXXXXXXXX ARMORING COMPANY,
L.L.C.
PRO-TECH ARMORED PRODUCTS OF MASSACHUSETTS,
INC.
RAMTECH DEVELOPMENT CORP.
SAFARILAND GOVERNMENT SALES, INC.
SAFARI LAND LTD., INC.
SPEEDFEED ACQUISITION CORP.
MT. XXXX SPECIALTY, INC.
PENN FIBRE & SPECIALTY COMPANY
OF DELAWARE, INC.
PFS SALES COMPANY
SECOND CHANCE ARMOR, INC.
THE SPECIALTY GROUP, INC.
SPECIALTY DEFENSE SYSTEMS OF
DELAWARE, INC.
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.
SPECIALTY PLASTIC PRODUCTS OF
DELAWARE, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
NAP PROPERTIES, LTD.
By: NAP PROPERTY MANAGERS LLC,
its General Partner
By: ARMOR HOLDINGS PROPERTIES, INC.,
its Managing Member
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
NAP PROPERTY MANAGERS, LLC
By: ARMOR HOLDINGS PROPERTIES, INC.,
its Managing Member
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
ARMOR HOLDINGS PAYROLL SERVICES, LLC
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Manager
ARMOR HOLDINGS AEROSPACE & DEFENSE, INC.
(F/K/A AHI BULLETPROOF ACQUISITION CORP.)
INTERNATIONAL CENTER FOR SAFETY EDUCATION,
INC.
SIMULA, INC.
SIMULA AEROSPACE & DEFENSE GROUP, INC.
SIMULA POLYMER SYSTEMS, INC.
SIMULA TECHNOLOGIES, INC.
By: /s/ Xxxxx X. Xxxxx
---------------------------------------
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer,
Treasurer and Secretary
ARMOR HOLDINGS AIRCRAFT, LLC
By: /s/ Xxxxx X. Xxxxx
---------------------------------------
Name: Xxxxx X. Xxxxx
Title: Manager and Vice President
ARMOR HOLDINGS GOVERNMENT RELATIONS, LLC
By: /s/ Xxxxx X. Xxxxx
---------------------------------------
Name: Xxxxx X. Xxxxx
Title: Manager, Chief Financial
Officer, Treasurer and Secretary
ARMOR HOLDINGS INFORMATION
TECHNOLOGY, L.L.C.
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Manager and Vice President
AS NEW SUBSIDIARY GUARANTORS:
XXXXXXX & XXXXXXXXX SERVICES, INC.
C. XXX XXXXXXX & XXXXXXXXX, INC.
CREOLE XXXXXXX & XXXXXXXXX, INC. (F/K/A
CREOLE ACQUISITION INCORPORATED)
CYPRESS ACQUISITION, INC. (F/K/A
SKYMAIL-WEST, CORP.)
IPSC CO., INC.
NEW CYPRESS, INC.
PAMCO SERVICES INTERNATIONAL, INC.
(F/K/A XXXXXXX & XXXXXXXXX
INTERAMERICAS, INC.)
S&S DOMESTIC INTERNATIONAL SALES CORP.
(F/K/A XXXXXXX & XXXXXXXXX
INTERNATIONAL CORPORATION)
S&S TUG SERVICE CENTERS INC. (F/K/A S&S
OPERATORS, INC.).
SIERRA DETROIT DIESEL XXXXXXX, INC.
XXXXXXX & XXXXXXXXX DE LAS AMERICAS, INC.
XXXXXXX & XXXXXXXXX DEVELOPMENT
SERVICES, INC. (F/K/A SOUTH BELLAIRE
CORPORATION)
XXXXXXX & XXXXXXXXX EMPLOYEE
SERVICES, INC.
XXXXXXX & XXXXXXXXX FMTV
INTERNATIONAL, INC.
XXXXXXX & XXXXXXXXX HOLDINGS, INC.
(F/K/A S&S OILTOOLS, INC.)
XXXXXXX & XXXXXXXXX INTERNATIONAL, INC.
XXXXXXX & XXXXXXXXX OPERATIONS, INC.
(F/K/A XXXXXXX & XXXXXXXXX
OPERATORS, INC.).
XXXXXXX & XXXXXXXXX OVERSEAS, INC.
XXXXXXX & XXXXXXXXX POWER, INC.
XXXXXXX & XXXXXXXXX TECHNICAL
SERVICES, INC. (F/K/A OPERACIONES E
INGENIERIA ADINA CO., S.A.)
XXXXXXX & XXXXXXXXX TRANSPORTATION,
INC.
XXXXXXX & XXXXXXXXX TVS, INC. (F/K/A
XXXXXXX & XXXXXXXXX VEHICLE SERVICES,
INC.)
XXXXXXX & XXXXXXXXX VEHICLE SERVICES,
INC. (F/K/A FUTURE ACQUISITION, INC.)
(F/K/A XXXXXXX & XXXXXXXXX VEHICLE
SERVICES (NC), INC.)
TVS HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
EXTENDED REACH LOGISTIC, INC.
By: XXXXXXX & XXXXXXXXX VEHICLE SERVICES,
Inc., its Parent
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
S&S TRUST, A PENNSYLVANIA BUSINESS TRUST
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Trustee
XXXXXXX & XXXXXXXXX TACTICAL VEHICLE
SYSTEMS, LP
By: XXXXXXX & XXXXXXXXX TVS, INC.,
its General Partner
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
TVS HOLDINGS, LLC, its Limited Partner
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
EXHIBIT A
911EP, Inc., a Delaware corporation
AccuCase, L.L.C., a California limited liability company
AHI Properties I, LLC (f/k/a AHI Properties I, Inc.) a Delaware limited
liability company
Armor Accessories, Inc., a Delaware corporation
Armor Brands, Inc., a Delaware corporation
ArmorGroup Services, LLC, a Delaware limited liability company
Armor Holdings Aerospace & Defense, Inc. (f/k/a AHI Bulletproof Acquisition
Corp.), a Delaware corporation
Armor Holdings Forensics, L.L.C., a Delaware limited liability company
Armor Holdings Government Relations, LLC, a Delaware limited liability company
Armor Holdings GP, LLC, a Delaware limited liability company
Armor Holdings Information Technology, L.L.C., a Delaware limited liability
company
Armor Holdings LP, LLC, a Delaware limited liability company
Armor Holdings Mobile Security, L.L.C., a Delaware limited liability company
Armor Holdings Payroll Services, LLC, a Delaware limited liability company
Armor Holdings Products, L.L.C., a Delaware limited liability company
Armor Holdings Properties, Inc., a Delaware corporation
Armor Safety Products Company, a Delaware corporation
Bianchi International, a California corporation
Casco International, Inc., a New Hampshire corporation
CDR International, Inc., a Delaware corporation
Centigon USA, LLC, a Delaware limited liability company
Centigon Sales & Marketing, LLC, a Delaware limited liability company
The Centigon Company, LLC, a Delaware limited liability company
Defense Technology Corporation of America, a Delaware corporation
Hatch Imports, Inc., a California corporation
Identicator, Inc., a Delaware corporation
International Center for Safety Education, Inc., an Arizona corporation
Monadnock Lifetime Products, Inc., a Delaware corporation
Monadnock Lifetime Products, Inc., a New Hampshire corporation
Monadnock Police Training Council, Inc., a New Hampshire corporation
Mt. Xxxx Specialty, Inc., a Pennsylvania corporation
NAP Properties, Ltd., a California limited partnership
NAP Property Managers, LLC, a California limited liability company
New Technologies Armor, Inc., a Delaware corporation
ODV Holdings Corp., a Delaware corporation
X'Xxxx-Xxxx & Xxxxxxxxxx Armoring Company, L.L.C., a Delaware limited liability
company
Pro-Tech Armored Products of Massachusetts, Inc., a Massachusetts corporation
Ramtech Development Corp., a Delaware corporation
Safariland Government Sales, Inc., a California corporation
Safari Land Ltd., Inc., a California corporation
Second Chance Armor, Inc., a Delaware corporation
Simula, Inc., an Arizona corporation
Simula Aerospace & Defense Group, Inc., an Arizona corporation
Simula Polymer Systems, Inc., an Arizona corporation
Simula Technologies, Inc., an Arizona corporation
Armor Holdings Aircraft, LLC, a Delaware limited liability company
The Specialty Group, Inc., a Pennsylvania corporation
Specialty Defense Systems of Delaware, Inc., a Delaware corporation
Specialty Plastic Products of Delaware, Inc., a Delaware corporation
Specialty Defense Systems of Tennessee, Inc., a Tennessee corporation
Specialty Defense Systems of Pennsylvania, Inc., a Pennsylvania corporation
Specialty Defense Systems of Kentucky, Inc., a Kentucky corporation
Specialty Defense Systems of Nevada, Inc., a Nevada corporation
Specialty Machinery, Inc., a Pennsylvania corporation
Penn Fibre & Specialty Company of Delaware, Inc., a Delaware corporation
PFS Sales Company, a Pennsylvania corporation
EXHIBIT B
Xxxxxxx & Xxxxxxxxx Services, Inc., a Texas corporation.
C. Xxx Xxxxxxx & Xxxxxxxxx, Inc., a Delaware corporation
Creole Xxxxxxx & Xxxxxxxxx, Inc. (f/k/a Creole Acquisition Incorporated), a
Delaware corporation.
Cypress Acquisition, Inc. (f/k/a Skymail-West, Corp.), a Delaware corporation.
Extended Reach Logistic, Inc., a Virginia corporation.
IPSC CO., INC., an Arkansas corporation.
New Cypress, Inc., a Delaware corporation.
PAMCO Services International, Inc.
(f/k/a Xxxxxxx & Xxxxxxxxx InterAmericas, Inc.), a Delaware corporation.
S&S Domestic International Sales Corp. (f/k/a Xxxxxxx & Xxxxxxxxx International
Corporation), a Delaware corporation.
S&S Trust, a Pennsylvania Business Trust.
S&S Tug Service Centers Inc. (f/k/a S&S Operators, Inc.), a Delaware
corporation.
Sierra Detroit Diesel Xxxxxxx, Inc., a Nevada corporation.
Xxxxxxx & Xxxxxxxxx de las Americas, Inc., a Delaware corporation.
Xxxxxxx & Xxxxxxxxx Development Services, Inc. (f/k/a South Bellaire
Corporation), a Delaware corporation.
Xxxxxxx & Xxxxxxxxx Employee Services, Inc., a Delaware corporation.
Xxxxxxx & Xxxxxxxxx FMTV International, Inc., a Delaware corporation.
Xxxxxxx & Xxxxxxxxx Holdings, Inc. (f/k/a S&S Oiltools, Inc.), a Delaware
corporation.
Xxxxxxx & Xxxxxxxxx International, Inc., a Delaware corporation.
Xxxxxxx & Xxxxxxxxx Operations, Inc. (f/k/a Xxxxxxx & Xxxxxxxxx Operators,
Inc.). a Delaware corporation.
Xxxxxxx & Xxxxxxxxx Overseas, Inc., a Texas corporation.
Xxxxxxx & Xxxxxxxxx Power, Inc., a Delaware corporation.
Xxxxxxx & Xxxxxxxxx Tactical Vehicle Systems, LP, a Delaware limited
partnership.
Xxxxxxx & Xxxxxxxxx Technical Services, Inc. (f/k/a Operaciones E
Ingenieria Adina Co., S.A.), a Delaware corporation.
Xxxxxxx & Xxxxxxxxx Transportation, Inc., a Texas corporation.
Xxxxxxx & Xxxxxxxxx TVS, Inc. (f/k/a Xxxxxxx & Xxxxxxxxx Vehicle Services,
Inc.). a Delaware corporation.
Xxxxxxx & Xxxxxxxxx Vehicle Services, Inc. (f/k/a Future Acquisition, Inc.)
(f/k/a Xxxxxxx & Xxxxxxxxx Vehicle Services (NC), Inc.), a Delaware corporation.
TVS Holdings, Inc., a Delaware corporation.
TVS Holdings, LLC, a Delaware limited liability company.
