EIGHTH SUPPLEMENTAL INDENTURE
EIGHTH SUPPLEMENTAL INDENTURE, dated as of May 25, 2005 (the "EIGHTH
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 (collectively, 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 Subsidiary Guarantors parties thereto 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 Subsidiary
Guarantors parties thereto and the Trustee; the Second Supplemental Indenture,
dated as of December 9, 2003 (the "SECOND SUPPLEMENTAL INDENTURE"), among the
Company, the Subsidiary Guarantors parties thereto and the Trustee; the Third
Supplemental Indenture, dated as of December 24, 2003 (the "THIRD SUPPLEMENTAL
INDENTURE"), among the Company, the Subsidiary Guarantors parties thereto and
the Trustee; the Fourth Supplemental Indenture, dated as of March 24, 2004 (the
"FOURTH SUPPLEMENTAL INDENTURE"), among the Company, the Subsidiary Guarantors
parties thereto and the Trustee; the Fifth Supplemental Indenture, dated as of
August 16, 2004 (the "FIFTH SUPPLEMENTAL INDENTURE"), among the Company, the
Subsidiary Guarantors parties thereto and the Trustee; the Sixth Supplemental
Indenture, dated as of September 24, 2004 (the "SIXTH SUPPLEMENTAL INDENTURE"),
among the Company, the Subsidiary Guarantors parties thereto and the Trustee;
and the Seventh Supplemental Indenture, dated as of December 29, 2004 (the
"SEVENTH SUPPLEMENTAL INDENTURE"), among the Company, the Subsidiary Guarantors
parties thereto 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 Parties to execute and deliver
to the Trustee this Eighth Supplemental Indenture pursuant to which the New
Subsidiary Guarantors Parties shall become bound by the provisions of the
Indenture as Subsidiary Guarantors Parties;
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Eighth Supplemental Indenture; and
WHEREAS, all things necessary for the execution of this Eighth
Supplemental Indenture and to make this Eighth 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 Parties, the New Subsidiary
Guarantors Parties 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 Eighth 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,
the Sixth Supplemental Indenture, or the Seventh Supplemental Indenture, as the
case may be.
Section 2. Subsidiary Guarantee.
(a) By execution and delivery of this Eighth Supplemental
Indenture, each of the New Subsidiary Guarantors Parties hereby agrees to become
a Subsidiary Guarantor pursuant to the Indenture and to assume all obligations
of the Subsidiary Guarantors Parties 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 Parties hereby
agrees that its execution and delivery of this Eighth 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
Eighth Supplemental Indenture, shall constitute due delivery of the Subsidiary
Guarantee set forth in this Eighth Supplemental Indenture on behalf of the New
Subsidiary Guarantors Parties. Each of the Existing Subsidiary Guarantors
Parties 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 Eighth 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 the 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, the Sixth
Supplemental Indenture, and the Seventh Supplemental Indenture shall be deemed
supplemented in accordance herewith, and this Eighth 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, the Sixth
Supplemental Indenture, and the Seventh 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
Indenture, the Seventh Supplemental Indenture and the Eighth 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, the Seventh
Supplemental Indenture, or the Eighth 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 Parties, 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 Parties confirms that the
Subsidiary Guarantee given by each of the New Subsidiary Guarantors Parties 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
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the Subsidiary Guarantors Parties under the Notes, 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, the Seventh
Supplemental Indenture or this Eighth 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 Eighth
Supplemental Indenture.
Section 6. Governing Law.
THIS EIGHTH 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
Parties 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, the Seventh Supplemental Indenture, this Eighth Supplemental
Indenture and the Notes shall bind their respective successors. All agreements
of the Trustee in this Eighth Supplemental Indenture shall bind its successors.
Section 8. Duplicate Originals.
The parties may sign any number of copies of this Eighth
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 Eighth 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, the Seventh
Supplemental Indenture, this Eighth 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 Eighth Supplemental
Indenture have been inserted for convenience of reference only, are not to be
considered a part of this Eighth 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 Eighth Supplemental Indenture. The recitals and statements
herein are deemed to be those of the Company and the Subsidiary Guarantors
Parties and not of the Trustee.
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SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this Eighth
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 EXISTING 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
MT. XXXX SPECIALTY, INC.
PENN FIBRE & SPECIALTY COMPANY OF DELAWARE, INC.
PFS SALES COMPANY
THE SPECIALTY GROUP, INC.
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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
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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 GOVERNMENTAL
RELATIONS, LLC
By: /s/ Xxxxx X. Xxxxx
----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Manager, Chief Financial Officer,
Treasurer and Secretary
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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:
BIANCHI INTERNATIONAL
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
ACCUCASE, LLC
By: /s/ Xxxxx X. Xxxxx
----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Manager
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EXHIBIT A
911EP, Inc., a Delaware corporation
AHI Properties I, Inc., a Delaware corporation
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, LLC, a Delaware limited liability company
Armor Holdings Forensics, L.L.C., a Delaware limited liability company
Armor Holdings Governmental 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
B-Square, Inc., a Texas corporation
Break-Free Inc., a Delaware corporation
Casco International, Inc., a New Hampshire corporation
CDR International, Inc., a Delaware corporation
Defense Technology Corporation of America, a Delaware corporation
Hatch Imports, Inc., a California corporation
Indenticator, 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
Kleen Bore, Inc., a Massachusetts corporation
Oak Branch, Inc., a Delaware corporation
ODV Holdings Corp., a Delaware corporation
The O'Gara Company, an Ohio 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
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
Speedfeed Acquisition Corp., a Delaware corporation
EXHIBIT B
Bianchi International, a California corporation
AccuCase, LLC, a California limited liability company
