SEVENTH SUPPLEMENTAL INDENTURE
SEVENTH SUPPLEMENTAL INDENTURE, dated as of December 29, 2004 (the
"SEVENTH 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 subsidiary guarantors listed on Exhibit A attached hereto (the
"ADDITIONAL SUBSIDIARY GUARANTORS"), the subsidiary guarantors listed on Exhibit
B attached hereto (the "NEW SUBSIDIARY 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 as of August 12, 2003, among the Company,
the Initial Subsidiary Guarantors and the Trustee (the "INDENTURE");
WHEREAS, pursuant to the terms of the Indenture, the Indenture has been
supplemented by the First Supplemental Indenture, dated as of September 30, 2003
(the "FIRST SUPPLEMENTAL INDENTURE"), among the Company, the Initial Subsidiary
Guarantors, the Discontinued Domestic Subsidiaries listed in Schedule I to the
First Supplemental Indenture and the Trustee; the Second Supplemental Indenture,
dated as of December 9, 2003 (the "SECOND SUPPLEMENTAL INDENTURE"), among the
Company, the Initial Subsidiary Guarantors, certain of the Discontinued Domestic
Subsidiaries, AHI Bulletproof Acquisition Corp., an Arizona corporation, Armor
Holdings Aerospace & Defense, Inc., (f/k/a AHI Bulletproof Acquisition Corp.,) a
Delaware corporation, the subsidiary guarantors listed on Exhibit A attached
thereto and the Trustee; the Third Supplemental Indenture, dated as of December
24, 2003 (the "THIRD SUPPLEMENTAL INDENTURE"), among the Company, the Initial
Subsidiary Guarantors, Hatch Imports, Inc., a California corporation, the
subsidiary guarantors listed on Exhibit A attached thereto and the Trustee; the
Fourth Supplemental Indenture, dated as of March 24, 2004 (the "FOURTH
SUPPLEMENTAL INDENTURE"), among the Company, the Initial Subsidiary Guarantors,
the subsidiary guarantors listed on Exhibit A attached thereto, ODV Holdings
Corp., a Delaware corporation, and the Trustee, the Fifth Supplemental
Indenture, dated as of August 16, 2004 (the "FIFTH SUPPLEMENTAL INDENTURE"),
among the Company, the Initial Subsidiary Guarantors, the subsidiary guarantors
listed on Exhibit A attached thereto, Kleen Bore, Inc., a Massachusetts
corporation, and the Trustee, and the Sixth Supplemental Indenture, dated as of
September 24, 2004 (the "SIXTH SUPPLEMENTAL INDENTURE"), among the Company, the
Initial Subsidiary Guarantors, the subsidiary guarantors listed on Exhibit A
attached thereto, Armor Holdings Aircraft, LLC., a Delaware limited liability
company, and the Trustee.
WHEREAS, 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 Subsidiary Guarantors to execute and deliver to the
Trustee this Seventh Supplemental Indenture pursuant to which the New Subsidiary
Guarantors shall become bound by the provisions of the Indenture as Subsidiary
Guarantors;
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Seventh Supplemental Indenture; and
WHEREAS, all things necessary for the execution of this Seventh
Supplemental Indenture and to make this Seventh 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 Additional 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 Seventh Supplemental Indenture shall
be given the same meanings as such terms are defined in the Indenture, the First
Supplemental Indenture, the Second Supplemental Indenture, Third Supplemental
Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture,
or the Sixth Supplemental Indenture as the case may be.
Section 2. Subsidiary Guarantee.
(a) By execution and delivery of this Seventh Supplemental
Indenture, each of the New Subsidiary 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) and the Notes, in each case,
in accordance with the terms thereof.
(b) Each of the New Subsidiary Guarantors hereby agrees that
its execution and delivery of this Seventh 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 Seventh
Supplemental Indenture, shall constitute due delivery of the Subsidiary
Guarantee set forth in this Seventh Supplemental Indenture on behalf of the New
Subsidiary Guarantors. Each of the Initial Subsidiary Guarantors and the
Additional Subsidiary Guarantors hereby agrees that its Subsidiary Guarantee set
forth in Section 11.01 of the Indenture shall remain in full force and effect.
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Section 3. Effectiveness and Validity.
(a) This Seventh Supplemental Indenture shall become effective
on the date first written above. The Indenture, as supplemented by the First
Supplemental Indenture, the Second Supplemental Indenture, the Third
Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth
Supplemental Indenture, the Sixth Supplemental Indenture, and this Seventh
Supplemental Indenture are in all respects ratified and confirmed hereby.
Following the effectiveness hereof, the Indenture, the First Supplemental
Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture,
the Fourth Supplemental Indenture the Fifth Supplemental Indenture, and the
Sixth Supplemental Indenture shall be deemed supplemented in accordance
herewith, and this Seventh Supplemental Indenture shall form a part of the
Indenture as supplemented by the First Supplemental Indenture, the Second
Supplemental Indenture, the Third Supplemental Indenture, the Fourth
Supplemental Indenture, the Fifth Supplemental Indenture, and the Sixth
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, the Second Supplemental Indenture, the Third
Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth
Supplemental Indenture, the Sixth Supplemental and the Seventh 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, the First Supplemental Indenture, the Second Supplemental
Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture,
the Fifth Supplemental Indenture, the Sixth Supplemental Indenture, or this
Seventh 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 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 confirms that the Subsidiary Guarantee given by
each of the New Subsidiary 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, the Second Supplemental Indenture,
the Third Supplemental Indenture, the Fourth Supplemental
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Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture or
this Seventh 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 Seventh Supplemental Indenture.
Section 6. Governing Law.
THIS SEVENTH SUPPLEMENTAL INDENTURE AND THE NOTES AND THE
SUBSDIARY 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, the First Supplemental Indenture, the Second Supplemental
Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture,
the Fifth Supplemental Indenture, the Sixth Supplemental Indenture, this Seventh
Supplemental Indenture and the Notes shall bind their respective successors. All
agreements of the Trustee in this Seventh Supplemental Indenture shall bind its
successors.
Section 8. Duplicate Originals.
The parties may sign any number of copies of this Seventh
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 Seventh Supplemental Indenture
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions of the Indenture, the First
Supplemental Indenture, the Second Supplemental Indenture, the Third
Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth
Supplemental Indenture, the Sixth Supplemental Indenture, this Seventh
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 Seventh Supplemental
Indenture have been inserted for convenience of reference only, are not to be
considered a part of this Seventh 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 Seventh 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/ Xxxxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Corporate Controller, Treasurer
and Secretary
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WACHOVIA BANK, NATIONAL ASSOCIATION,
as Trustee
By: /s/ Xxxxxxxxx Xxxxx
----------------------------------------
Name: Xxxxxxxxx Xxxxx
Title: Assistant Vice President
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AS SUBSIDIARY GUARANTORS:
911EP, INC.
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
B-SQUARE, INC.
BREAK-FREE, INC.
CASCO INTERNATIONAL, INC.
CDR INTERNATIONAL, INC.
DEFENSE TECHNOLOGY CORPORATION OF AMERICA
HATCH IMPORTS, INC.
IDENTICATOR, INC.
KLEEN BORE, INC.
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.
THE O'GARA COMPANY
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
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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
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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
AS NEW SUBSIDIARY GUARANTORS:
ARMOR HOLDINGS GOVERNMENTAL
RELATIONS, LLC
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Assistant Secretary
ARMOR HOLDINGS INFORMATION
TECHNOLOGIES, L.L.C.
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: President
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MT. XXXX SPECIALTY, INC. PENN
FIBRE & SPECIALTY COMPANY
OF DELAWARE, INC.
PFS SALES COMPANY
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 and Secretary
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EXHIBIT A
AHI Bulletproof Acquisition Corp., a Delaware corporation
ArmorGroup Services, LLC, a Delaware limited liability company
CDR International, Inc., a Delaware corporation
Network Audit Systems, Inc., a Delaware corporation
New Technologies Armor, Inc., a Delaware corporation
ODV Holdings Corp., a Delaware corporation
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 Transportation Equipment Corporation, an Arizona corporation
CCEC Capital Corp., an Arizona corporation
SAI Capital Corp., an Arizona corporation
ASD Capital Corp., an Arizona corporation
Hatch Imports, Inc., a California corporation
Kleen Bore, Inc. a Delaware corporation
Armor Holdings Aircraft, LLC, a Delaware limited liability company
EXHIBIT B
Armor Holdings Governmental Relations, L.L.C., a Delaware limited liability
company
Armor Holdings Information Technology, L.L.C., 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
Mt. Xxxx Specialty, Inc., a Pennsylvania corporation
Specialty Machinery, Inc., a Pennsylvania corporation
Penn Fibre & Specialty Company of Delaware, Inc., a Delaware corporation
PFS Sales Company, a Pennsylvania corporation
