Exhibit 10.10
FIFTH AMENDMENT TO CREDIT AGREEMENT
THIS FIFTH AMENDMENT (this "Amendment") dated as of July 26, 2005 and
effective in accordance with Section 3 below, is entered into by and among ARMOR
HOLDINGS, INC., as Borrower (the "Borrower"), the lenders from time to time
party to the Credit Agreement referred to below (the "Lenders"), BANK OF
AMERICA, N.A., as Administrative Agent (the "Administrative Agent"), WACHOVIA
BANK, NATIONAL ASSOCIATION, as Syndication Agent, and KEYBANK NATIONAL
ASSOCIATION, as Documentation Agent.
STATEMENT OF PURPOSE
Pursuant to the Credit Agreement dated as of August 12, 2003 (as
amended, restated, supplemented or otherwise modified, the "Credit Agreement")
by and among the Borrower, the Lenders, the Administrative Agent, the
Syndication Agent and the Documentation Agent, the Lenders have agreed to make,
and have made, certain extensions of credit to the Borrower.
The Borrower has requested that the Required Lenders amend the Credit
Agreement as provided herein. Subject to the terms and conditions set forth
herein, the Required Lenders are willing to consent to such amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, such parties
hereby agree as follows:
SECTION 1. DEFINITIONS. All capitalized terms used and not defined
herein shall have the meanings assigned thereto in the Credit Agreement.
SECTION 2. AMENDMENTS.
(a) Section 7.06 of the Credit Agreement ("Limitation on Sale of
Assets") is hereby amended by amending and restating clause (g) of such
subsection as follows:
"(g) sales, leases or other dispositions during any Fiscal
Year of the Borrower of assets to which were attributable to not more
than 10% of the Consolidated EBITDA of the Borrower during the most
recently ended previous Fiscal Year (calculated on a pro forma basis as
if all acquisitions and dispositions during such previous Fiscal Year
had occurred at the beginning of such previous Fiscal Year); and"
(b) Section 7.11 of the Credit Agreement ("Limitation on Investments,
Loans and Advances") is hereby amended by inserting the following new subsection
(l) at the end of such section:
"(l) advances, loans, extensions of credit to or any other
investments in key suppliers of the Borrower or its Subsidiaries in an
aggregate amount not to exceed $15,000,000 at any time outstanding for
the purpose of facilitating the sale and purchase of goods and services
to the Borrower or its Subsidiaries."
SECTION 3. EFFECTIVENESS. This Amendment shall become effective on the
date that the Administrative Agent shall have received satisfactory evidence
that this Amendment has been duly executed and delivered by the Borrower, the
Guarantors and the Required Lenders.
SECTION 4. LIMITED EFFECT. Except as expressly provided in this
Amendment, the Credit Agreement and each other Loan Document shall continue to
be, and shall remain, in full force and effect and this Amendment shall not be
deemed or otherwise construed (a) to be a waiver of, or consent to or a
modification or amendment of, any other term or condition of the Credit
Agreement or any other Loan Document, (b) to prejudice any other right or
remedies that the Administrative Agent or the Lenders, or any of them, may now
have or may have in the future under or in connection with the Credit Agreement
or the Loan Documents, as such documents may be amended, restated or otherwise
modified from time to time, (c) to be a commitment or any other undertaking or
expression of any willingness to engage in any further discussion with the
Borrower or any other person, firm or corporation with respect to any waiver,
amendment, modification or any other change to the Credit Agreement or the Loan
Documents or any rights or remedies arising in favor of the Lenders or the
Administrative Agent, or any of them, under or with respect to any such
documents or (d) to be a waiver of, or consent to or a modification or amendment
of, any other term or condition of any other agreement by and among the
Borrower, on the one hand, and the Administrative Agent or any other Lender, on
the other hand. References in the Credit Agreement (including references to such
Credit Agreement as amended hereby) to "this Agreement" (and indirect references
such as "hereunder", "hereby", "herein", and "hereof") and in any Loan Document
to the Credit Agreement shall be deemed to be references to the Credit Agreement
as amended hereby.
SECTION 5. REPRESENTATIONS AND WARRANTIES/NO DEFAULT. By its execution
hereof, and after giving effect to this Amendment, the Borrower hereby certifies
that:
(a) each of the representations and warranties set forth in the Credit
Agreement and the other Loan Documents is true and correct in all material
respects as of the date hereof as if fully set forth herein (other than
representations and warranties which speak as of a specific date pursuant to the
Credit Agreement, which representations and warranties shall have been true and
correct as of such specific dates) and that as of the date hereof no Default or
Event of Default has occurred and is continuing, and
(b) the execution, delivery and performance of this Amendment have been
authorized by all requisite corporate action on the part of the Borrower and the
Guarantors.
SECTION 6. ACKNOWLEDGEMENTS. By their execution hereof, each of the
Borrower and the Guarantors hereby expressly (a) consents to the modifications
and amendments set forth in this Amendment, (b) reaffirms all of its respective
covenants, representations, warranties and other obligations set forth in each
of the Loan Documents to which it is a party and (c) acknowledges, represents
and agrees that its respective covenants, representations, warranties and other
obligations set forth in each of the Loan Documents to which it is a party
remain in full force and effect.
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SECTION 7. EXPENSES. The Borrower shall pay all reasonable
out-of-pocket expenses of the Administrative Agent in connection with the
preparation, execution and delivery of this Amendment, including, without
limitation, the reasonable fees and disbursements of counsel for the
Administrative Agent.
SECTION 8. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 9. COUNTERPARTS. This Amendment may be executed in separate
counterparts, each of which when executed and delivered is an original but all
of which taken together constitute one and the same instrument.
SECTION 10. FAX TRANSMISSION.A facsimile, telecopy or other
reproduction of this Amendment may be executed by one or more parties hereto,
and an executed copy of this Amendment may be delivered by one or more parties
hereto by facsimile or similar instantaneous electronic transmission device
pursuant to which the signature of or on behalf of such party can be seen, and
such execution and delivery shall be considered valid, binding and effective for
all purposes. At the request of any party hereto, all parties hereto agree to
execute an original of this Amendment as well as any facsimile, telecopy or
other reproduction hereof.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
BORROWER:
ARMOR HOLDINGS, INC., as Borrower
By: /s/ Xxxx Xxxxxxxxx
-----------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Corporate Controller and Treasurer
GUARANTORS:
911EP, INC.
AHI PROPERTIES I, INC.
ARMOR ACCESSORIES, INC.
(formerly known as Break Free Armor Corp.)
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
IDENTICATOR, INC.
MONADNOCK LIFETIME PRODUCTS, INC., a Delaware
corporation
MONADNOCK LIFETIME PRODUCTS, INC. a New
Hampshire corporation
MONADNOCK POLICE TRAINING COUNCIL, INC.
Each of the above
By: /s/ Xxxx Xxxxxxxxx
-----------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President
[Fifth Amendment to Credit Agreement - Armor Holdings, Inc.]
ODV HOLDINGS CORP.
NEW TECHNOLOGIES ARMOR, INC.
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
HATCH IMPORTS, INC.
Each of the above
By: /s/ Xxxx Xxxxxxxxx
-----------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President
OAK BRANCH, INC.
By: /s/ Xxxx Xxxxx
-----------------------------------------
Name: Xxxx Xxxxx
Title: President and Treasurer
NAP PROPERTIES, LTD., A CALIFORNIA LIMITED
PARTNERSHIP
By: NAP PROPERTY MANAGERS LLC, its General
Partner
By: ARMOR HOLDINGS PROPERTIES, INC., its
Managing Member
By: /s/ Xxxx Xxxxxxxxx
-----------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President
[Fifth Amendment to Credit Agreement - Armor Holdings, Inc.]
NAP PROPERTY MANAGERS LLC
By: ARMOR HOLDINGS PROPERTIES, INC., its
Managing Member
By: /s/ Xxxx Xxxxxxxxx
-----------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President
KLEEN BORE, INC.
By: /s/ Xxxx Xxxxxxxxx
-----------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President and Assistant Secretary
ARMOR HOLDINGS PAYROLL SERVICES, LLC
By: /s/ Xxxx Xxxxxxxxx
-----------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Manager
SIMULA, INC.
SIMULA AEROSPACE & DEFENSE GROUP, INC.
SIMULA POLYMER SYSTEMS, INC.
SIMULA TECHNOLOGIES, INC.
INTERNATIONAL CENTER FOR SAFETY EDUCATION,
INC.
ARMOR HOLDINGS AEROSPACE & DEFENSE GROUP,
INC. (formerly known as AHI BULLETPROOF
ACQUISITION CORP.)
Each of the above
By: /s/ Xxxxx Xxxxx
-----------------------------------------
Name: Xxxxx Xxxxx
Title: Secretary and Treasurer
[Fifth Amendment to Credit Agreement - Armor Holdings, Inc.]
THE SPECIALTY GROUP, INC.
SPECIALTY PLASTIC PRODUCTS OF DELAWARE, INC.
SPECIALTY DEFENSE SYSTEMS OF DELAWARE, INC.
MT. XXXX SPECIALTY, INC.
PENN FIBRE & SPECIALTY COMPANY OF DELAWARE,
INC.
PFS SALES COMPANY
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.
Each of the above
By: /s/ Xxxx Xxxxxxxxx
-----------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President and Secretary
BIANCHI INTERNATIONAL
ACCUCASE, LLC
ARMOR HOLDINGS GOVERNMENTAL RELATIONS, LLC
Each of the above
By: /s/ Xxxx Xxxxxxxxx
-----------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President and Assistant Secretary
[Fifth Amendment to Credit Agreement - Armor Holdings, Inc.]
ARMOR HOLDINGS INFORMATION TECHNOLOGY, L.L.C.
By: /s/ Xxxx Xxxxxxxxx
-----------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President
ARMOR HOLDINGS AIRCRAFT, LLC
By: /s/ Xxxx Xxxxxxxxx
-----------------------------------------
Name: Xxxx Xxxxxxxxx
Title: President
CYCONICS INTERNATIONAL TRAINING SERVICES,
INC. (formerly known as USDS, INC.)
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
[Fifth Amendment to Credit Agreement - Armor Holdings, Inc.]
LENDERS:
BANK OF AMERICA, N.A., as Administrative
Agent
By: /s/ Ronaldo Naval
-----------------------------------------
Name: Ronaldo Naval
Title: Vice President
BANK OF AMERICA, N.A., as L/C Issuer,
Swingline Lender and a Lender
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
WACHOVIA BANK, NATIONAL ASSOCIATION, as
Syndication Agent and a Lender
By: /s/ Xxxxxxx X. Xxx
-----------------------------------------
Name: Xxxxxxx X. Xxx
Title: Director
KEYBANK NATIONAL ASSOCIATION, as
Documentation Agent and a Lender
By: /s/ Xxxxx X. Fender
-----------------------------------------
Name: Xxxxx X. Fender
Title: Senior Vice President
[Fifth Amendment to Credit Agreement - Armor Holdings, Inc.]
