SUBSIDIARIES GUARANTEE
GUARANTEE, dated as of February 12, 1999 made by each of the entities
that are signatories hereto (the "Guarantors"), in favor of CANADIAN IMPERIAL
BANK OF COMMERCE, as administrative agent (in such capacity, the "Agent") for
the several lenders (the "Lenders") parties to the Credit Agreement referred to
below.
RECITALS
Pursuant to the Credit Agreement, dated as of February 12, 1999 (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among Armor Holdings, Inc., a Delaware corporation (the
"Borrower"), the several Lenders from time to time parties thereto, NationsBank,
N.A., as documentation agent, and the Agent (all capitalized terms used and not
otherwise defined herein shall have the meanings ascribed thereto in the Credit
Agreement), the Lenders have severally agreed to make loans to, and the Issuing
Lender has agreed to issue Letters of Credit for the account of, the Borrower
upon the terms and subject to the conditions set forth therein, such loans to be
evidenced by the Notes issued by the Borrower thereunder. The Borrower owns
directly or indirectly all of the issued and outstanding shares of capital stock
of each Guarantor. The proceeds of the loans and extensions of credit under the
Credit Agreement will be used in part to enable the Borrower to make valuable
transfers (as determined as provided herein) to each Guarantor in connection
with the operation of its business. The Borrower and the Guarantors are engaged
in related businesses, and each Guarantor will derive substantial direct and
indirect benefit from the making of the loans and extensions of credit under the
Credit Agreement. It is a condition precedent to the obligation of the Lenders
to make their respective loans to the Borrower, and of the Issuing Lender to
issue its letters of credit, under the Credit Agreement that the Guarantors
shall have executed and delivered this Guarantee to the Agent for the ratable
benefit of the Lenders and the Issuing Lender.
NOW, THEREFORE, in consideration of the premises and to induce the
Agent and the Lenders to enter into the Credit Agreement and to induce the
Lenders to make their respective loans to the Borrower, and the Issuing Lender
to issue its letters of credit under the Credit Agreement, the Guarantors hereby
agree with the Agent, for the ratable benefit of the Lenders and the Issuing
Lender, as follows:
1. Defined Terms. (a) Unless otherwise defined herein, terms defined in
the Credit Agreement and used herein shall have the meanings given to them in
the Credit Agreement.
(b) The words "hereof," "herein" and "hereunder" and words of similar
import when used in this Guarantee shall refer to this Guarantee as a whole and
not to any particular provision of this Guarantee, and section and paragraph
references are to this Guarantee unless otherwise specified.
(c) The meanings given to terms defined herein shall be equally applicable
to both the singular and plural forms of such terms.
2. Guarantee. (a) Subject to the provisions of Section 2(b), each of
the Guarantors hereby, jointly and severally, unconditionally and irrevocably,
guarantees to the Agent, for the ratable benefit of the Lenders and the Issuing
Lender and their respective successors, indorsees, transferees and assigns, the
prompt and complete payment and performance by the Borrower when due (whether at
the stated maturity, by acceleration or otherwise) of the Obligations.
(b) Anything herein or in any other Loan Document to the contrary
notwithstanding, the maximum liability of each Guarantor hereunder and under the
other Loan Documents shall in no event exceed the amount which can be guaranteed
by such Guarantor under applicable federal and state laws relating to the
insolvency of debtors.
(c) Each Guarantor further agrees to pay any and all reasonable expenses
(including, without limitation, all fees and disbursements of counsel) which may
be paid or incurred by the Agent, any Lender or the Issuing Lender in enforcing,
or obtaining advice of counsel in respect of, any rights with respect to, or
collecting, any or all of the Obligations and/or enforcing any rights with
respect to, or collecting against, such Guarantor under this Guarantee. This
Guarantee shall remain in full force and effect until the Obligations are paid
in full and the Commitments are terminated, notwithstanding that from time to
time prior thereto the Borrower may be free from any Obligations.
(d) Each Guarantor agrees that the Obligations may at any time and from
time to time exceed the amount of the liability of such Guarantor hereunder
without impairing this Guarantee or affecting the rights and remedies of the
Agent or any Lender or the Issuing Lender hereunder.
(e) No payment or payments made by the Borrower, any of the Guarantors,
any other guarantor or any other Person or received or collected by the Agent or
any Lender or the Issuing Lender from the Borrower, any of the Guarantors, any
other guarantor or any other Person by virtue of any action or proceeding or any
set-off or appropriation or application at any time or from time to time in
reduction of or in payment of the Obligations shall be deemed to modify, reduce,
release or otherwise affect the liability of any Guarantor hereunder which
shall, notwithstanding any such payment or payments other than payments made by
such Guarantor in respect of the Obligations or payments received or collected
from such Guarantor in respect of the Obligations, remain liable for the
Obligations up to the maximum liability of such Guarantor hereunder until the
Obligations are paid in full and the Commitments are terminated.
(f) Each Guarantor agrees that whenever, at any time, or from time to time,
it shall make any payment to the Agent or any Lender or the Issuing Lender on
account of its liability hereunder, it will notify the Agent in writing that
such payment is made under this Guarantee for such purpose.
3. Right of Contribution. Each Guarantor hereby agrees that to the extent
that a Guarantor shall have paid more than its proportionate share of any
payment made hereunder,
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such Guarantor shall be entitled to seek and receive contribution from and
against any other Guarantor hereunder who has not paid its proportionate share
of such payment. Each Guarantor's right of contribution shall be subject to the
terms and conditions of Section 5 hereof. The provisions of this Section shall
in no respect limit the obligations and liabilities of any Guarantor to the
Agent and the Lenders and the Issuing Lender, and each Guarantor shall remain
liable to the Agent and the Lenders and the Issuing Lender for the full amount
guaranteed by such Guarantor hereunder.
4. Right of Set-off. Upon the occurrence of and during the continuance of
any Event of Default, each Guarantor hereby irrevocably authorizes each Lender
and the Issuing Lender at any time and from time to time without notice to such
Guarantor or any other Guarantor, any such notice being expressly waived by each
Guarantor, to set-off and appropriate and apply any and all deposits (general
or special, time or demand, provisional or final), in any currency, and any
other credits, indebtedness or claims, in any currency, in each case whether
direct or indirect, absolute or contingent, matured or unmatured, at any time
held or owing by such Lender or the Issuing Lender to or for the credit or the
account of such Guarantor, or any part thereof in such amounts as such Lender or
the Issuing Lender may elect, against and on account of the obligations and
liabilities of such Guarantor to such Lender or the Issuing Lender hereunder and
claims of every nature and description of such Lender or the Issuing Lender
against such Guarantor, in any currency, whether arising hereunder, under the
Credit Agreement, any Note, or any other Loan Documents, as such Lender or the
Issuing Lender may elect, whether or not the Agent or any Lender or the Issuing
Lender has made any demand for payment and although such obligations,
liabilities and claims may be contingent or unmatured. The Agent and each Lender
and the Issuing Lender shall notify such Guarantor promptly of any such set-off
and the application made by the Agent or such Lender or the Issuing Lender,
provided that the failure to give such notice shall not affect the validity of
such set-off and application. The rights of the Agent and each Lender and the
Issuing Lender under this Section are in addition to other rights and remedies
(including, without limitation, other rights of set-off) which the Agent or such
Lender or the Issuing Lender may have.
5. No Subrogation. Notwithstanding any payment or payments made by any
of the Guarantors hereunder or any set-off or application of funds of any of the
Guarantors by any Lender or the Issuing Lender, no Guarantor shall be entitled
to be subrogated to any of the rights of the Agent or any Lender or the Issuing
Lender against the Borrower or any other Guarantor or any collateral security or
guarantee or right of offset held by any Lender or the Issuing Lender for the
payment of the Obligations, nor shall any Guarantor seek or be entitled to seek
any contribution or reimbursement from the Borrower or any other Guarantor in
respect of payments made by such Guarantor hereunder, until all amounts owing to
the Agent and the Lenders and the Issuing Lender by the Borrower on account of
the Obligations are paid in full and the Commitments are terminated. If any
amount shall be paid to any Guarantor on account of such subrogation rights at
any time when all of the Obligations shall not have been paid in full, such
amount shall be held by such Guarantor in trust for the Agent and the Lenders
and the Issuing Lender, segregated from other funds of such Guarantor, and
shall, forthwith upon receipt by such Guarantor, be turned over to the Agent in
the exact form received by such Guarantor (duly indorsed by such Guarantor to
the Agent, if required), to be applied against the Obligations,
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whether matured or unmatured, in such order as the Agent and the Lenders and
the Issuing Lender may determine.
6. Amendments, etc. with respect to the Obligations; Waiver of Rights.
Each Guarantor shall remain obligated hereunder notwithstanding that, without
any reservation of rights against any Guarantor and without notice to or further
assent by any Guarantor, any demand for payment of any of the Obligations made
by the Agent or any Lender or the Issuing Lender may be rescinded by such party
and any of the Obligations continued, and the Obligations, or the liability of
any other party upon or for any part thereof, or any collateral security or
guarantee therefor or right of offset with respect thereto, may, from time to
time, in whole or in part, be renewed, extended, amended, modified, accelerated,
compromised, waived, surrendered or released by the Agent or any Lender or the
Issuing Lender, and the Credit Agreement, the Notes and the other Loan Documents
and any other documents executed and delivered in connection therewith may be
amended, modified, supplemented or terminated, in whole or in part, as the Agent
(or the Required Lenders, as the case may be) may deem advisable from time to
time, and any collateral security, guarantee or right of offset at any time held
by the Agent or any Lender or the Issuing Lender for the payment of the
Obligations may be sold, exchanged, waived, surrendered or released. Neither the
Agent nor any Lender nor the Issuing Lender shall have any obligation to
protect, secure, perfect or insure any Lien at any time held by it as security
for the Obligations or for this Guarantee or any property subject thereto. When
making any demand hereunder against any of the Guarantors, the Agent or any
Lender or the Issuing Lender may, but shall be under no obligation to, make a
similar demand on the Borrower or any other Guarantor or guarantor, and any
failure by the Agent or any Lender or the Issuing Lender to make any such demand
or to collect any payments from the Borrower or any such other Guarantor or
guarantor or any release of the Borrower or such other Guarantor or guarantor
shall not relieve any of the Guarantors in respect of which a demand or
collection is not made or any of the Guarantors not so released of their several
obligations or liabilities hereunder, and shall not impair or affect the rights
and remedies, express or implied, or as a matter of law, of the Agent or any
Lender or the Issuing Lender against any of the Guarantors. For the purposes
hereof "demand" shall include the commencement and continuance of any legal
proceedings.
7. Guarantee Absolute and Unconditional. Each Guarantor waives any and
all notice of the creation, renewal, extension or accrual of any of the
Obligations and notice of or proof of reliance by the Agent or any Lender or the
Issuing Lender upon this Guarantee or acceptance of this Guarantee, the
Obligations, and any of them, shall conclusively be deemed to have been created,
contracted or incurred, or renewed, extended, amended or waived, in reliance
upon this Guarantee; and all dealings between the Borrower and any of the
Guarantors, on the one hand, and the Agent and the Lenders and the Issuing
Lender, on the other hand, likewise shall be conclusively presumed to have been
had or consummated in reliance upon this Guarantee. Each Guarantor waives
diligence, presentment, protest, demand for payment and notice of default or
nonpayment to or upon the Borrower or any of the Guarantors with respect to the
Obligations. Each Guarantor understands and agrees that this Guarantee shall be
construed as a continuing, absolute and unconditional guarantee of payment
without regard to (a) the validity, regularity or enforceability of the Credit
Agreement, any Note or any other Loan Document, any of the Obligations or any
other collateral security therefor or guarantee or right of offset with respect
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thereto at any time or from time to time held by the Agent or any Lender or the
Issuing Lender, (b) any defense, set-off or counterclaim (other than a defense
of payment or performance) which may at any time be available to or be asserted
by the Borrower against the Agent or any Lender or the Issuing Lender, or (c)
any other circumstance whatsoever (with or without notice to or knowledge of the
Borrower or such Guarantor) which constitutes, or might be construed to
constitute, an equitable or legal discharge of the Borrower for the Obligations,
or of such Guarantor under this Guarantee, in bankruptcy or in any other
instance. When pursuing its rights and remedies hereunder against any Guarantor,
the Agent and any Lender and the Issuing Lender may, but shall be under no
obligation to, pursue such rights and remedies as it may have against the
Borrower or any other Person or against any collateral security or guarantee for
the Obligations or any right of offset with respect thereto, and any failure by
the Agent or any Lender or the Issuing Lender to pursue such other rights or
remedies or to collect any payments from the Borrower or any such other Person
or to realize upon any such collateral security or guarantee or to exercise any
such right of offset, or any release of the Borrower or any such other Person or
any such collateral security, guarantee or right of offset, shall not relieve
such Guarantor of any liability hereunder, and shall not impair or affect the
rights and remedies, whether express, implied or available as a matter of law,
of the Agent and the Lenders and the Issuing Lender against such Guarantor. This
Guarantee shall remain in full force and effect and be binding in accordance
with and to the extent of its terms upon each Guarantor and the successors and
assigns thereof, and shall inure to the benefit of the Agent and the Lenders and
the Issuing Lender, and their respective successors, indorsees, transferees and
assigns, until all the Obligations and the obligations of each Guarantor under
this Guarantee shall have been satisfied by payment in full and the Commitments
shall be terminated, notwithstanding that from time to time during the term of
the Credit Agreement the Borrower may be free from any Obligations.
8. Reinstatement. This Guarantee shall continue to be effective, or be
reinstated, as the case may be, if at any time payment, or any part thereof, of
any of the Obligations is rescinded or must otherwise be restored or returned by
the Agent or any Lender or the Issuing Lender upon the insolvency, bankruptcy,
dissolution, liquidation or reorganization of the Borrower or any Guarantor, or
upon or as a result of the appointment of a receiver, intervenor or conservator
of, or trustee or similar officer for, the Borrower or any Guarantor or any
substantial part of its property, or otherwise, all as though such payments had
not been made.
9. Payments. Each Guarantor hereby guarantees that payments hereunder
will be paid to the Agent without set-off or counterclaim in U.S. Dollars at the
office of the Agent specified in Section 13.2 of the Credit Agreement.
10. Representations and Warranties. Each Guarantor hereby represents
and warrants that:
(a) it is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization and has the corporate power and
authority and the legal right to own and operate its property, to lease the
property it operates as lessee and to conduct the business in which it is
currently engaged;
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(b) it has the corporate power and authority and the legal right to execute
and deliver, and to perform its obligations under, this Guarantee and the other
Loan Documents to which is a party, and has taken all necessary corporate action
to authorize its execution, delivery and performance of this Guarantee and the
other Loan Documents to which is a party;
(c) this Guarantee and each of the other Loan Documents to which such
Guarantor is a party has been duly executed and delivered on behalf of such
Guarantor, and constitutes a legal, valid and binding obligation of such
Guarantor enforceable in accordance with its terms, subject to the effects of
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors' rights generally, general
equitable principles (whether considered on a proceeding in equity or at law)
and an implied covenant of good faith and fair dealing;
(d) the execution, delivery and performance of this Guarantee and the
other Loan Documents to which such Guarantor is a party will not violate any
provision of any Requirement of Law or material Contractual Obligation of such
Guarantor and will not result in or require the creation or imposition of any
Lien on any of the properties or revenues of such Guarantor pursuant to any
Requirement of Law or Contractual Obligation of the Guarantor (other than Liens
created by the Security Documents in favor of the Agent);
(e) no consent or authorization of, filing with, notice to, or other
act by or in respect of, any Governmental Authority or any other Person
(including, without limitation, any stockholder or creditor of such Guarantor)
is required in connection with the execution, delivery, performance, validity or
enforceability of this Guarantee;
(f) no litigation, investigation or proceeding of or before any
arbitrator or Governmental Authority is pending or, to the knowledge of such
Guarantor, threatened by or against such Guarantor or against any of its
properties or revenues (i) with respect to this Guarantee or any other Loan
Document to which such Guarantor is a party or any of the transactions
contemplated hereby or thereby, or (ii) which has any reasonable likelihood of
having a material adverse effect on the business, operations, property or
financial or other condition of such Guarantor.
Each Guarantor agrees that the foregoing representations and warranties
shall be deemed to have been made by such Guarantor on the date of each
borrowing by the Borrower. and the date of each issuance of a Letter of Credit,
under the Credit Agreement on and as of such date of borrowing as though made
hereunder on and as of such date.
12. Covenants. Each Guarantor hereby covenants and agrees with the Agent
and each Lender and the Issuing Lender that, from and after the date of this
Guarantee until the Obligations are paid in full and the Commitments are
terminated, such Guarantor shall perform or observe all of the covenants
contained in the Credit Agreement and the other Loan Documents applicable to
such Guarantor.
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13. Authority of Agent. Each Guarantor acknowledges that the rights and
responsibilities of the Agent under this Guarantee with respect to any action
taken by the Agent or the exercise or non-exercise by the Agent of any option,
right, request, judgment or other right or remedy provided for herein or
resulting or arising out of this Guarantee shall, as between the Agent and the
Lenders and the Issuing Lender, be governed by the Credit Agreement and by such
other agreements with respect thereto as may exist from time to time among them,
but, as between the Agent and such Guarantor, the Agent shall be conclusively
presumed to be acting as agent for the Lenders and the Issuing Lender with full
and valid authority so to act or refrain from acting, and no Guarantor shall be
under any obligation, or entitlement, to make any inquiry respecting such
authority.
14. Notices. All notices, requests and demands to or upon the Agent,
any Lender , the Issuing Lender or any Guarantor to be effective shall be in
writing (or by telex, fax or similar electronic transfer confirmed in writing)
and shall be deemed to have been duly given or made (1) when delivered by hand
or (2) if given by mail, when deposited in the mails by certified mail, return
receipt requested, or (3) if by telex, fax or similar electronic transfer, when
sent and receipt has been confirmed, addressed as follows:
(a) if to the Agent or any Lender or the Issuing Lender, at its address
or transmission number for notices provided in Section 13.2 of the Credit
Agreement; and
(b) if to any Guarantor, at its address or transmission number for
notices set forth under its signature below.
The Agent, each Lender, the Issuing Lender and each Guarantor may
change its address and transmission numbers for notices by notice in the manner
provided in this Section.
15. Counterparts. This Guarantee may be executed by one or more of the
Guarantors on any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. A set
of the counterparts of this Guarantee signed by all the Guarantors shall be
lodged with the Agent.
16. Severability. Any provision of this Guarantee which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
17. Integration. This Guarantee represents the agreement of each
Guarantor with respect to the subject matter hereof and there are no promises or
representations by the Agent or any Lender or the Issuing Lender relative to the
subject matter hereof not reflected herein.
18. Amendments in Writing; No Waiver; Cumulative Remedies. (a) None of
the terms or provisions of this Guarantee may be waived, amended, supplemented
or otherwise modified except by a written instrument executed by each Guarantor
and the Agent, provided
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that any provision of this Guarantee may be waived by the Agent and the Lenders
and the Issuing Lender in a letter or agreement executed by the Agent or by
telex or facsimile transmission from the Agent.
(b) Neither the Agent nor any Lender nor the Issuing Lender shall by
any act (except by a written instrument pursuant to Section 18(a) hereof),
delay, indulgence, omission or otherwise be deemed to have waived any right or
remedy hereunder or to have acquiesced in any Default or Event of Default or in
any breach of any of the terms and conditions hereof. No failure to exercise,
nor any delay in exercising, on the part of the Agent or any Lender or the
Issuing Lender, any right, power or privilege hereunder shall operate as a
waiver thereof. No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. A waiver by the Agent or any Lender or
the Issuing Lender of any right or remedy hereunder on any one occasion shall
not be construed as a bar to any right or remedy which the Agent or such Lender
or the Issuing Lender would otherwise have on any future occasion.
(c) The rights and remedies herein provided are cumulative, may be
exercised singly or concurrently and are not exclusive of any other rights or
remedies provided by law.
19. Section Headings. The section headings used in this Guarantee are for
convenience of reference only and are not to affect the construction hereof or
be taken into consideration in the interpretation hereof.
20. Successors and Assigns. This Guarantee shall be binding upon the
successors and assigns of each Guarantor and shall inure to the benefit of the
Agent, the Lenders, and the Issuing Lender and their successors and assigns.
21. GOVERNING LAW. THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
22. Submission To Jurisdiction; Waivers. Each of the Guarantors and the
Administrative Agent hereby irrevocably and unconditionally:
(a) submits for itself and its property in any legal action or proceeding
relating to this Guarantee and the other Loan Documents to which it is a party,
or for recognition and enforcement of any judgment in respect thereof, to the
non-exclusive general jurisdiction of the courts of the State of New York
located in New York County, the courts of the United States of America for the
Southern District of New York, and appellate courts from any thereof;
(b) consents that any such action or proceeding may be brought in such
courts and waives any objection that it may now or hereafter have to the venue
of any such action or proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or claim
the same;
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(c) agrees that service of process in any such action or proceeding may
be effected by mailing a copy thereof by registered or certified mail (or any
substantially similar form of mail), postage prepaid, to such Guarantor at its
address set forth under its signature below or at such other address of which
the Agent shall have been notified pursuant hereto;
(d) agrees that nothing herein shall affect the right to effect service
of process in any other manner permitted by law or shall limit the right to xxx
in any other jurisdiction; and
(e) waives, to the maximum extent not prohibited by law, any right it
may have to claim or recover in any legal action or proceeding referred to in
this Section any special, exemplary, punitive or consequential damages.
23. Acknowledgments. Each Guarantor hereby acknowledges that:
(a) it has been advised by counsel in the negotiation, execution and
delivery of this Guarantee and the other Loan Documents to which it is a party;
(b) neither the Agent nor any Lender nor the Issuing Lender has any
fiduciary relationship with or duty to such Guarantor arising out of or in
connection with this Guarantee or any of the other Loan Documents to which it is
a party, and the relationship between such Guarantor, the Borrower and the other
Loan Parties, on one hand, and Agent and Lenders and the Issuing Lender, on the
other hand, in connection herewith or therewith is solely that of debtor and
creditor; and
(c) no joint venture is created hereby or by the other Loan Documents
or otherwise exists by virtue of the transactions contemplated hereby among the
Lenders and the Issuing Lender or among such Guarantor, the Borrower, any of the
other Loan Parties and the Lenders and the Issuing Lender.
24. WAIVER OF JURY TRIAL. EACH GUARANTOR HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS GUARANTEE OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
25. Additional Guarantors. Each Domestic Subsidiary of the Borrower is
required pursuant to Section 9.9 of the Credit Agreement to become party to this
Subsidiaries Guarantee and shall become a Guarantor for all purposes of this
Subsidiaries Guarantee upon execution and delivery by such Domestic Subsidiary
of a Supplement in the form of Annex A hereto.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee
to be duly executed and delivered by its duly authorized officer as of the day
and year first above written.
NIK PUBLIC SAFETY, INC.
By:
-----------------------------------
Name:
Title:
LOW VOLTAGE SYSTEMS TECHNOLOGY, INC.
By:
-----------------------------------
Name:
Title:
AMERICAN BODY ARMOR & EQUIPMENT, INC.
By:
-----------------------------------
Name:
Title:
DEFENSE TECHNOLOGY CORPORATION OF
AMERICA
By:
-----------------------------------
Name:
Title:
PRO-TECH ARMORED PRODUCTS OF
MASSACHUSETTS, INC.
By:
-----------------------------------
Name:
Title:
ARMOR HOLDINGS PROPERTIES, INC.
By:
-----------------------------------
Name:
Title:
FEDERAL LABORATORIES, INC.
By:
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Name:
Title:
US DEFENSE SYSTEMS, INC.
By:
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Name:
Title:
CDR INTERNATIONAL, INC.
By:
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Name:
Title:
ANNEX A
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to Subsidiaries Guaranty
SUPPLEMENT TO SUBSIDIARIES GUARANTEE
SUPPLEMENT, dated as of _________________________ (this "Supplement"),
made by __________________________, a _________________ corporation (the
"Additional Guarantor"), in favor of CANADIAN IMPERIAL BANK OF COMMERCE as agent
(in such capacity, the "Agent") for the Lenders (the "Lenders") and Canadian
Imperial Bank Of Commerce and NationsBank, N.A. as issuers of the Letters of
Credit (as defined in the Credit Agreement referenced below) (in such capacity,
the "Issuing Lender") parties to the Credit Agreement referred to below. All
capitalized terms not defined herein shall have the meaning ascribed to them in
the Credit Agreement.
RECITALS
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WHEREAS, reference is hereby made to that certain Credit Agreement,
dated as of February __, 1999, among Armor Holdings, Inc. (the "Borrower"), the
Administrative Agent, the Lenders and the Issuing Lender (as amended,
supplemented or otherwise modified as of the date hereof, the "Credit
Agreement");
WHEREAS, in connection with the Credit Agreement, the Subsidiaries of
the Borrower (other then the Additional Guarantor) (collectively the
"Guarantors" and each a "Guarantor") have entered into the Subsidiaries
Guarantee, dated as of February __, 1999, in favor of the Agent for the ratable
benefit of Lenders and the Issuing Lender (as amended, supplemented or otherwise
modified as of the date hereof, the "Subsidiaries Guarantee");
WHEREAS, Section 9.9 of the Credit Agreement requires that should the
Borrower at any time acquire or form any Domestic Subsidiary, such Domestic
Subsidiary shall become party to the Subsidiaries Guarantee;
WHEREAS, the Additional Guarantor has agreed to execute and deliver
this Supplement in order to become a party to the Subsidiaries Guarantee.
NOW, THEREFORE, IT IS AGREED:
1. Subsidiaries Guarantee. By executing and delivering this Supplement,
the Additional Guarantor, as provided in Section 25 of the Subsidiaries
Guarantee, hereby becomes a party to the Subsidiaries Guarantee as a Guarantor
thereunder with the same force and effect as if originally named therein as a
Guarantor and, without limiting the generality of the foregoing, hereby
expressly assumes all obligations and liabilities of a Guarantor thereunder. The
Additional Guarantor hereby represents and warrants that each of the
representations and warranties contained in Section 10 of the Subsidiaries
Guarantee is true and correct on and as of the date hereof (after giving effect
to this Supplement) as if made on and as of such date.
2. GOVERNING LAW. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the undersigned has caused this Supplement to be
duly executed and delivered as of the date first above written.
[NAME OF ADDITIONAL GUARANTOR],
a ___________________ corporation
By
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Name:
Title:
