SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE, dated as of December 29, 2004 (the
"SECOND SUPPLEMENTAL INDENTURE"), among Armor Holdings, Inc., a Delaware
corporation (the "COMPANY"), the subsidiary guarantors listed as signatories to
the First Supplemental Indenture (as defined below) (collectively, the "INITIAL
SUBSIDIARY GUARANTORS"), the subsidiary guarantors listed on Exhibit A 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 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," together with the Base Indenture, the
"INDENTURE"), among the Company, the Initial Subsidiary Guarantors 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 Second 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 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,
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.
Section 2. Subsidiary Guarantee.
(a) By execution and delivery of this Second 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 Second 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 Second Supplemental Indenture, shall constitute
due delivery of the Subsidiary Guarantee set forth in this Second Supplemental
Indenture on behalf of each of the New Subsidiary Guarantors. Each of the
Initial 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 Second Supplemental Indenture shall become effective
on the date first written above. The Indenture, as supplemented by this Second
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 Second 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
Second 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 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 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 or this Second Supplemental Indenture, the Subsidiary Guarantees, or
for any claim based on, in respect of, or by reason of, such
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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 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 Second Supplemental Indenture and the Notes shall bind their
respective successors. All agreements of the Trustee in this Second Supplemental
Indenture shall bind its successors.
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.
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, 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/ Xxxxxx X. Xxxxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Corporate Controller,
Treasurer and Secretary
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Trustee
By: /s/ Xxxxxxxxx Xxxxx
-------------------------------
Name: Xxxxxxxxx Xxxxx
Title: Assistant Vice President
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.
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
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
AS NEW SUBSIDIARY GUARANTORS:
ARMOR HOLDINGS AIRCRAFT, LLC
ARMOR HOLDINGS GOVERNMENTAL
RELATIONS, LLC
KLEEN BORE, INC.
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
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
EXHIBIT A
Armor Holdings Aircraft, L.L.C., a Delaware limited liability company
Armor Holdings Governmental Relations, LLC, a Delaware limited liability company
Armor Holdings Information Technologies, L.L.C., a Delaware limited liability
company
Kleen Bore, Inc., a Massachusetts corporation
Mt. Xxxx Specialty, Inc., a Pennsylvania corporation
Penn Fibre & Specialty Company of Delaware, Inc., a Delaware corporation
PFS Sales Company, a Pennsylvania corporation
The Specialty Group, Inc., a Pennsylvania corporation
Specialty Defense System of Delaware, Inc., a Delaware corporation
Specialty Defense System of Kentucky, Inc., a Kentucky corporation
Specialty Defense System of Nevada, Inc., a Nevada corporation
Specialty Defense System of Pennsylvania, Inc., a Pennsylvania corporation
Specialty Defense System of Tennessee, Inc., a Tennessee corporation
Specialty Machinery, Inc., a Pennsylvania corporation
Specialty Plastic Products of Delaware, Inc., a Delaware corporation
