Borrower Pledge Agreement Supplement between Armor Holdings, Inc. and Bank of America, N.A. (August 22, 2001)

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Summary

This agreement is a supplement to a previous pledge agreement between Armor Holdings, Inc. and Bank of America, N.A., acting as administrative agent for a group of lenders. Armor Holdings, Inc. pledges additional shares and membership interests in various subsidiaries as collateral to secure its obligations under an amended credit agreement. The agreement confirms the security interest in these assets and updates the list of pledged collateral. It is governed by New York law and is intended to ensure the lenders' interests are protected if Armor Holdings, Inc. defaults on its loans.

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EX-10.10 12 file011.txt BORROWER PLEDGE AGREEMENT SUPPLEMENT EXECUTION COPY BORROWER PLEDGE AGREEMENT SUPPLEMENT BORROWER PLEDGE AGREEMENT SUPPLEMENT, dated as of August 22, 2001 (this "Supplement"), made by ARMOR HOLDINGS, INC., a Delaware corporation (the "Pledgor"), in favor of BANK OF AMERICA, N.A., a national banking association, as administrative agent (in such capacity, the "Administrative Agent") for the lenders (the "Lenders") under the Amended and Restated Credit Agreement, dated as of August 22, 2001 (as further amended, supplemented or otherwise modified as of the date hereof, the "Credit Agreement"), among the Pledgor, the Lenders, the Administrative Agent, Banc of America Securities LLC, as sole lead arranger and book manager, First Union National Bank, as documentation agent, and SunTrust Bank, as co-agent. 1. Reference is hereby made to that certain Borrower Pledge Agreement, dated as of February 12, 1999, made by the Pledgor, in favor of Canadian Imperial Bank of Commerce, as original administrative agent (as amended, supplemented or otherwise modified as of the date hereof, the "Pledge Agreement"). Pursuant to the Credit Agreement, each Lender and the Pledgor have acknowledged and agreed that Bank of America, N.A. as Administrative Agent has succeeded to all of the rights, powers and duties of the Original Administrative Agent under the Pledge Agreement and the other Loan Documents. Terms defined in the Pledge Agreement are used herein as therein defined. 2. The Pledgor hereby confirms and reaffirms the security interest in the Collateral granted to the Administrative Agent for the benefit of the Lenders and the Issuing Lender under the Pledge Agreement, and, as additional collateral security for the prompt and complete payment when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations and in order to induce the Lenders to make their Loans and the Issuing Lender to issue Letters of Credit under the Credit Agreement and the other Loan Documents, the Pledgor hereby delivers to the Administrative Agent, for the ratable benefit of the Lenders and the Issuing Lender, (a) all of the Capital Stock of BENGAL ACQUISITION CORP., a Delaware corporation, ARMOR BRANDS, INC., a Delaware corporation, ARMORGROUP INTEGRATED SYSTEMS, INC., a Delaware corporation, ARMOR HOLDINGS GP, LLC, a Delaware limited liability company, ARMOR HOLDINGS LP, LLC, a Delaware limited liability company, BREAK-FREE ARMOR CORP., a Delaware corporation, GLOBAL SUPPORT SYSTEMS, INC., a Delaware corporation, LIGHTNING POWDER COMPANY, INC., a Delaware corporation, MONADNOCK LIFETIME PRODUCTS, INC., a Delaware corporation, NETWORK AUDIT SYSTEMS, INC., a Delaware corporation, NEW TECHNOLOGIES ARMOR, INC., a Delaware corporation, and USDS, INC. a Delaware corporation, and (b) 65% of the voting Capital Stock and 100% of the nonvoting Capital Stock of ALARM PROTECTION SERVICES LTD., an Uganda company, ARMOR GROUP KENYA LIMITED, a Kenya company, ARMOR (SPECIAL CLEARANCE SERVICES) LTD., a British Virgin Islands company, ARMOR GROUP (ASIA PACIFIC) CO. LIMITED, a British Virgin Islands company, and GORANDEL TRADING LIMITED, a Cyprus company (each of the entities listed in clause (a) or (b) of this Section 2, a "New Issuer", collectively the "New Issuers"), in each case listed in Schedule I hereto, together with all stock certificates, options, or rights of any nature whatsoever which may be issued or granted by the New Issuers in respect of such Capital Stock while the Pledge Agreement, as supplemented hereby, is in force (the "Additional Pledged Stock") and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders and the Issuing Lender a first security interest in the Additional Pledged Stock and all Proceeds thereof. From and after the date of this Supplement, as used in the Pledge Agreement as supplemented by this Supplement and for all purposes of the Pledge Agreement as so supplemented, "Pledged Stock" shall be deemed to include the Additional Pledged Stock and "Issuers" shall be deemed to include the New Issuers. 3. The Pledgor hereby represents and warrants that the representations and warranties contained in Section 4 of the Pledge Agreement are true and correct on the date of this Supplement with references therein to the "Pledged Stock" to include the Additional Pledged Stock, with references to the "Issuers" therein to include the New Issuers, and with references to the Pledge Agreement to mean the Pledge Agreement as supplemented hereby. The Pledgor further represents and warrants that the Pledged Stock listed on Schedule I constitute all the issued and outstanding Capital Stock of the Issuers constituting Domestic Subsidiaries of the Borrower and 65% of the voting Capital Stock and 100% of the nonvoting Capital Stock, if any, of the Issuers constituting Foreign Subsidiaries of the Borrower and are represented by the certificates listed thereon. 4. This Supplement is supplemental to the Pledge Agreement, forms a part thereof and is subject to the terms thereof. From and after the date of this Supplement, Schedule I to the Pledge Agreement shall be deemed to include each item listed on Schedule I to this Supplement. This Supplement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York. (SIGNATURE PAGES FOLLOW) IN WITNESS WHEREOF, the undersigned have caused this Supplement to be duly executed and delivered as of the date first above written. ARMOR HOLDINGS, INC. By_______________________ Name: Robert R. Schiller Title: Chief Financial Officer Accepted and Agreed BANK OF AMERICA, N.A., as Administrative Agent By_______________________ Name: Brian K. Keeney Title: Vice President SCHEDULE I to Borrower Pledge Agreement Supplement DESCRIPTION OF ADDITIONAL PLEDGED STOCK
NAME OF NAME OF CAPITAL STOCK CAPITAL STOCK NO. OF CAPITAL CAPITAL PLEDGOR ISSUER AUTHORIZED ISSUED AND STOCKS PLEDGED STOCK NO. OUTSTANDING Armor Holdings, Inc. Armor Brands, Inc. 1,000 Common 100 Shares Issued 100 Shares 1 Shares and Outstanding Armor Holdings, Inc. Armor Group Integrated Systems, 1,500 Common 100 Shares Issued 100 Shares 1 Inc. Shares and Outstanding Armor Holdings, Inc. Armor Holdings GP, LLC N/A N/A 100% of Membership 2 Interest Armor Holdings, Inc. Armor Holdings LP, LLC N/A N/A 100% of Membership 1 Interest Armor Holdings, Inc. Bengal Acquisition Corp. 1,500 Common 100 Shares Issued 100 Shares 1 Shares and Outstanding Armor Holdings, Inc. Break-Free Armor Corp. 1,500 Common 100 Shares Issued 100 Shares 1 Shares and Outstanding Armor Holdings, Inc. Global Support Systems, Inc. 1,500 Common 100 Shares Issued 100 Shares 1 Shares and Outstanding Armor Holdings, Inc. Lightning Powder Company, Inc. 1,500 Common 100 Shares Issued 100 Shares 1 Shares and Outstanding Armor Holdings, Inc. Monadnock Lifetime Products, 1,500 Common 100 Shares Issued 100 Shares 1 Inc. (DE) Shares and Outstanding Armor Holdings, Inc. Network Audit Systems, Inc. 1,500 Common 100 Shares Issued 100 Shares 2 Shares and Outstanding Armor Holdings, Inc. New Technologies Armor, Inc. 1,500 Common 100 Shares Issued 100 Shares 1 Shares and Outstanding Armor Holdings, Inc. USDS, Inc. 1,500 Common 100 Shares Issued 100 Shares 2 Shares and Outstanding Armor Holdings, Inc. Alarm Protection Services Ltd. Ush 2,000,000 10,000 6,500 ____ Armor Holdings, Inc. Armor Group Kenya Limited 20,000/Kshs 100 100 Shares 65 Shares 5 Shares Armor Holdings, Inc. Armor (Special Clearance 50,000 Shares 100 Shares 65 shares 2 Services) Ltd. Armor Holdings, Inc. Armor Group (Asia Pacific) Co. 50,000 Shares 1,200 Shares 780 Shares 21 Limited Armor Holdings, Inc. Gorandel Trading Limited 1,000 Shares 1,000 (500 issued 500 ____ to Armor Holdings, Inc.)
Borrower Pledge Agreement ANNEX I to Supplement ACKNOWLEDGMENT AND CONSENT Each of the undersigned, the New Issuers referred to in the foregoing Supplement to Pledge Agreement, hereby acknowledges receipt of a copy thereof and of the Pledge Agreement referred to therein and agree to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to them. The undersigned agrees to notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 5(a) of the Pledge Agreement. The undersigned further agrees that the terms of Section 9(c) of the Pledge Agreement shall apply to them, mutatis mutandis, with respect to all actions that may be required of them under or pursuant to or arising out of Section 9 of the Pledge Agreement. BENGAL ACQUISITION CORP. By_______________________ Name: Robert R. Schiller Title: Vice President ARMOR BRANDS, INC. By_______________________ Name: Stephen E. Croskrey Title: President ARMORGROUP INTEGRATED SYSTEMS, INC. By_______________________ Name: Robert R. Schiller Title: Secretary ARMOR HOLDINGS GP, LLC By_______________________ Name: Robert R. Schiller Title: Vice President ARMOR HOLDINGS LP, LLC By_______________________ Name: Robert R. Schiller Title: Vice President BREAK-FREE ARMOR CORP. By_______________________ Name: Todd Smith Title: Secretary GLOBAL SUPPORT SYSTEMS, INC. By_______________________ Name: Mark Williams Title: Secretary and Treasurer LIGHTNING POWDER COMPANY, INC. By_______________________ Name: Todd Smith Title: Secretary MONADNOCK LIFETIME PRODUCTS, INC., a Delaware corporation By_______________________ Name: Todd Smith Title: Secretary NETWORK AUDIT SYSTEMS, INC. By_______________________ Name: Robert R. Schiller Title: Secretary NEW TECHNOLOGIES ARMOR, INC. By_______________________ Name: Robert R. Schiller Title: Vice President USDS, INC. By_______________________ Name: Stephen E. Croskrey Title: Secretary Borrower Pledge Agreement ALARM PROTECTION SERVICES LTD. By_______________________ Name: Fraser Brown Title: Director ARMOR GROUP KENYA LIMITED By_______________________ Name: David J. Seaton Title: Director ARMOR (SPECIAL CLEARANCE SERVICES) LTD. By_______________________ Name: David J. Seaton Title: Director ARMOR GROUP (ASIA PACIFIC) CO., LTD. By_______________________ Name: Title: GORANDEL TRADING LIMITED By_______________________ Name: David J. Seaton Title: Director