EX-10.1 4 file004.txt FIRST AMENDMENT TO CREDIT AGREEMENT FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT (this "Amendment") dated as of January 9, 2004 and effective in accordance with Section 4 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 and, 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 7.11 of the Credit Agreement (Limitation on Investments, Loans and Advances) is hereby amended by amending and restating clause (j) of such Section in its entirety as follows: "(j) investments in the form of open-market purchases of publicly traded securities made for the ultimate purpose of consummating or preparing to consummate Permitted Acquisitions ("Market Purchases") in an aggregate amount for all such Market Purchases not to exceed $20,000,000 at any time while such Permitted Acquisitions are pending or contemplated and not yet consummated. Notwithstanding the foregoing, however, the Borrower may make additional Market Purchases in excess of the $20,000,000 limitation set forth above; provided that (i) the ratio of Consolidated Senior Indebtedness to Consolidated EBITDA as of the last day of the most recent Rolling Period (calculated on a pro forma basis as if such Market Purchase, and the incurrence of any Indebtedness by any Loan Party in connection therewith, had occurred immediately prior to such day) is less than 1.0 to 1.0 and (ii) in no event shall the aggregate amount for all Market Purchases made pursuant to this clause (j) exceed $50,000,000 at any time while such Permitted Acquisitions are pending or contemplated. Subject to the limits set forth above, the Borrower and its Subsidiaries may retain investments from Market Purchases regardless of whether the related Permitted Acquisition is consummated; and" (b) Section 7.18 of the Credit Agreement (Governing Documents) is hereby amended and restated in its entirety as follows: "7.18 GOVERNING DOCUMENTS. Amend, modify or change its articles of incorporation (or corporate charter or other similar organizational documents) or amend, modify or change its bylaws (or other similar documents) in any manner adverse in any respect to the rights or interests of the Lenders." SECTION 3. CONSENT. Solely for purposes of calculating (a) the ratio of Consolidated Total Indebtedness to Consolidated EBITDA and (b) the ratio of Consolidated Senior Indebtedness to Consolidated EBITDA for the Rolling Period ended December 31, 2003, the Borrower shall be permitted to exclude the outstanding Indebtedness under the 8% senior subordinated convertible notes of Simula, Inc. from Consolidated Total Indebtedness and Consolidated Senior Indebtedness. SECTION 4. EFFECTIVENESS. This Amendment shall become effective on the date that (a) 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; (b) the Administrative Agent shall have received any other documents relating hereto that shall be reasonably requested by the Required Lenders or the Administrative Agent prior to the date hereof; and (c) the Administrative Agent shall have been reimbursed for all legal fees then due and payable by the Borrower and invoiced prior to the date hereof. SECTION 5. 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 2 (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 6. 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 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 without regards to conflicts of law principles. 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] 3 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/ Phil Baratelli -------------------------------------- Name: Phil Baratelli Title: Corporate Controller and Treasurer GUARANTORS: 911EP, INC. By: /s/ Phil Baratelli -------------------------------------- Name: Phil Baratelli Title: Vice President AHI PROPERTIES I, INC. By: /s/ Phil Baratelli -------------------------------------- Name: Phil Baratelli Title: Vice President ARMOR BRANDS, INC. By: /s/ Phil Baratelli -------------------------------------- Name: Phil Baratelli Title: Vice President ARMORGROUP SERVICES, LLC By: /s/ Phil Baratelli -------------------------------------- Name: Phil Baratelli Title: Vice President [First Amendment to Credit Agreement - Armor Holdings, Inc.] ARMOR HOLDINGS GP, LLC By: /s/ Phil Baratelli -------------------------------------- Name: Phil Baratelli Title: Vice President ARMOR HOLDINGS LP, LLC By: /s/ Phil Baratelli -------------------------------------- Name: Phil Baratelli Title: Vice President ARMOR HOLDINGS FORENSICS, INC. By: /s/ Phil Baratelli -------------------------------------- Name: Phil Baratelli Title: Vice President ARMOR HOLDINGS PAYROLL SERVICES, LLC By: /s/ Phil Baratelli -------------------------------------- Name: Phil Baratelli Title: Manager ARMOR HOLDINGS PRODUCTS, INC. By: /s/ Phil Baratelli -------------------------------------- Name: Phil Baratelli Title: Vice President ARMOR HOLDINGS PROPERTIES, INC. By: /s/ Phil Baratelli -------------------------------------- Name: Phil Baratelli Title: Vice President ARMOR HOLDINGS MOBILE SECURITY, L.L.C. By: /s/ Phil Baratelli -------------------------------------- Name: Phil Baratelli Title: Vice President [First Amendment to Credit Agreement - Armor Holdings, Inc.] ARMOR SAFETY PRODUCTS COMPANY By: /s/ Phil Baratelli -------------------------------------- Name: Phil Baratelli Title: Vice President B-SQUARE, INC. By: /s/ Phil Baratelli -------------------------------------- Name: Phil Baratelli Title: Vice President BREAK-FREE, INC. By: /s/ Phil Baratelli -------------------------------------- Name: Phil Baratelli Title: Vice President BREAK-FREE ARMOR CORP. By: /s/ Phil Baratelli -------------------------------------- Name: Phil Baratelli Title: Vice President CASCO INTERNATIONAL, INC. By: /s/ Phil Baratelli -------------------------------------- Name: Phil Baratelli Title: Vice President CDR INTERNATIONAL, INC. By: /s/ Phil Baratelli -------------------------------------- Name: Phil Baratelli Title: Vice President [First Amendment to Credit Agreement - Armor Holdings, Inc.] DEFENSE TECHNOLOGY CORPORATION OF AMERICA By: /s/ Phil Baratelli -------------------------------------- Name: Phil Baratelli Title: Vice President IDENTICATOR, INC. By: /s/ Phil Baratelli -------------------------------------- Name: Phil Baratelli Title: Vice President MONADNOCK LIFETIME PRODUCTS, INC., a Delaware corporation By: /s/ Phil Baratelli -------------------------------------- Name: Phil Baratelli Title: Vice President MONADNOCK LIFETIME PRODUCTS, INC. a New Hampshire corporation By: /s/ Phil Baratelli -------------------------------------- Name: Phil Baratelli Title: Vice President MONADNOCK POLICE TRAINING COUNCIL, INC. By: /s/ Phil Baratelli -------------------------------------- Name: Phil Baratelli Title: Vice President [First Amendment to Credit Agreement - Armor Holdings, Inc.] 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/ Phil Baratelli -------------------------------------- Name: Phil Baratelli Title: Vice President NAP PROPERTY MANAGERS LLC By: ARMOR HOLDINGS PROPERTIES, INC., its Managing Member By: /s/ Phil Baratelli -------------------------------------- Name: Phil Baratelli Title: Vice President NETWORK AUDIT SYSTEMS, INC. By: /s/ Phil Baratelli -------------------------------------- Name: Phil Baratelli Title: Vice President NEW TECHNOLOGIES ARMOR, INC. By: /s/ Phil Baratelli -------------------------------------- Name: Phil Baratelli Title: Vice President O'GARA-HESS & EISENHARDT ARMORING COMPANY, L.L.C. By: /s/ Phil Baratelli -------------------------------------- Name: Phil Baratelli Title: Vice President [First Amendment to Credit Agreement - Armor Holdings, Inc.] PRO-TECH ARMORED PRODUCTS OF MASSACHUSETTS, INC. By: /s/ Phil Baratelli -------------------------------------- Name: Phil Baratelli Title: Vice President RAMTECH DEVELOPMENT CORP. By: /s/ Phil Baratelli -------------------------------------- Name: Phil Baratelli Title: Vice President SAFARILAND GOVERNMENT SALES, INC. By: /s/ Phil Baratelli -------------------------------------- Name: Phil Baratelli Title: Vice President SAFARI LAND LTD., INC. By: /s/ Phil Baratelli -------------------------------------- Name: Phil Baratelli Title: Vice President SPEEDFEED ACQUISITION CORP. By: /s/ Phil Baratelli -------------------------------------- Name: Phil Baratelli Title: Vice President THE O'GARA COMPANY By: /s/ Phil Baratelli -------------------------------------- Name: Phil Baratelli Title: Vice President USDS, INC. By: /s/ Phil Baratelli -------------------------------------- Name: Phil Baratelli Title: Vice President [First Amendment to Credit Agreement - Armor Holdings, Inc.] HATCH IMPORTS, INC. By: /s/ Phil Baratelli -------------------------------------- Name: Phil Baratelli Title: Vice President SIMULA, INC. By: /s/ Glenn Heiar -------------------------------------- Name: Glenn Heiar Title: Secretary and Treasurer SIMULA AEROSPACE & DEFENSE GROUP, INC. By: /s/ Glenn Heiar -------------------------------------- Name: Glenn Heiar Title: Secretary and Treasurer SIMULA POLYMER SYSTEMS, INC. By: /s/ Glenn Heiar -------------------------------------- Name: Glenn Heiar Title: Secretary and Treasurer SIMULA TECHNOLOGIES, INC. By: /s/ Glenn Heiar -------------------------------------- Name: Glenn Heiar Title: Secretary and Treasurer INTERNATIONAL CENTER FOR SAFETY EDUCATION, INC. By: /s/ Glenn Heiar -------------------------------------- Name: Glenn Heiar Title: Secretary and Treasurer AHI BULLETPROOF ACQUISITION CORP. By: /s/ Glenn Heiar -------------------------------------- Name: Glenn Heiar Title: Secretary and Treasurer [First Amendment to Credit Agreement - Armor Holdings, Inc.] LENDERS: BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Michael Brashler -------------------------------------- Name: Michael Brashler Title: Vice President and Senior Agency Officer BANK OF AMERICA, N.A., as L/C Issuer, Swingline Lender and a Lender By: /s/ Brian K. Keeney -------------------------------------- Name: Brian K. Keeney Title: Senior Vice President WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent and a Lender By: /s/ William F. Fox -------------------------------------- Name: William F. Fox Title: Vice President KEYBANK NATIONAL ASSOCIATION, as Documentation Agent and a Lender By: /s/ Louis A. Fender -------------------------------------- Name: Louis A. Fender Title: Senior Vice President [First Amendment to Credit Agreement - Armor Holdings, Inc.]