Fifth Supplemental Indenture to 8.25% Senior Subordinated Notes Due 2013 – Armor Holdings, Inc., Subsidiary Guarantors, and Wachovia Bank

  FIFTH SUPPLEMENTAL INDENTURE FIFTH SUPPLEMENTAL INDENTURE, dated as of August 16, 2004 (the "FIFTH SUPPLEMENTAL INDENTURE"), among Armor Holdings, Inc., a Delaware corporation (the "COMPANY"), the subsidiary guarantors listed as signatories to the Indenture as defined below (collectively, the "INITIAL SUBSIDIARY GUARANTORS"), the subsidiary guarantors listed on Exhibit A attached hereto (the "NEW SUBSIDIARY GUARANTORS"), Kleen Bore, Inc., a Massachusetts corporation ("KBI") and Wachovia Bank, National Association, a national banking association, as trustee (the "TRUSTEE"). WITNESSETH WHEREAS, the Company has issued its 8 1/4% Senior Subordinated Notes due 2013 (the "NOTES") in the aggregate principal amount of $150,000,000 under and pursuant to the Indenture dated as of August 12, 2003, among the Company, the Initial Subsidiary Guarantors and the Trustee (the "INDENTURE"); WHEREAS, pursuant to the terms of the Indenture, the Indenture has been supplemented by the First Supplemental Indenture, dated as of September 30, 2003 (the "FIRST SUPPLEMENTAL INDENTURE"), among the Company, the Initial Subsidiary Guarantors, the Discontinued Domestic Subsidiaries listed in Schedule I to the First Supplemental Indenture and the Trustee; the Second Supplemental Indenture, dated as of December 9, 2003 (the "SECOND SUPPLEMENTAL INDENTURE"), among the Company, the Initial Subsidiary Guarantors, certain of the Discontinued Domestic Subsidiaries, AHI Bulletproof Acquisition Corp., an Arizona corporation, AHI Bulletproof Acquisition Corp., a Delaware corporation, the subsidiary guarantors listed on Exhibit A attached thereto and the Trustee; the Third Supplemental Indenture, dated as of December 24, 2003 (the "THIRD SUPPLEMENTAL Indenture"), among the Company, the Initial Subsidiary Guarantors, Hatch Imports, Inc., a California corporation, the subsidiary guarantors listed on Exhibit A attached thereto and the Trustee; and the Fourth Supplemental Indenture, dated as of March 24, 2004 (the "FOURTH SUPPLEMENTAL INDENTURE"), among the Company, the Initial Subsidiary Guarantors, the subsidiary guarantors listed on Exhibit A attached thereto, ODV Holdings Corp., a Delaware corporation, and the Trustee. WHEREAS, pursuant to Section 4.20(C) of the Indenture, the Company and the Trustee entered into a Release dated as of November 26, 2003 under which certain of the Discontinued Domestic Subsidiaries were released and discharged from their Subsidiary Guarantees and their obligations under the Indenture and the Registration Rights Agreement; WHEREAS, pursuant to Section 4.22 of the Indenture, the Company is required to cause KBI to execute and deliver to the Trustee this Fifth Supplemental Indenture pursuant to which KBI shall become bound by the provisions of the Indenture as a Subsidiary Guarantor; WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Fifth Supplemental Indenture;  WHEREAS, all things necessary for the execution of this Fifth Supplemental Indenture and to make this Fifth 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, KBI 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 Fifth Supplemental Indenture shall be given the same meanings as such terms are defined in the Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, Third Supplemental Indenture or the Fourth Supplemental Indenture, as the case may be. Section 2. Subsidiary Guarantee. (a) By execution and delivery of this Fifth Supplemental Indenture, KBI 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) KBI hereby agrees that its execution and delivery of this Fifth Supplemental Indenture shall evidence its Subsidiary Guarantee as set forth in Section 11.01 of 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 Fifth Supplemental Indenture, shall constitute due delivery of the Subsidiary Guarantee set forth in this Fifth Supplemental Indenture on behalf of KBI. Each of the Initial Subsidiary Guarantors and the New Subsidiary Guarantors hereby agrees that its Subsidiary Guarantee set forth in Section 11.01 of the Indenture shall remain in full force and effect. Section 3. Effectiveness and Validity. (a) This Fifth Supplemental Indenture shall become effective on the date first written above. The Indenture, as supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture are in all respects ratified and confirmed hereby. Following the effectiveness hereof, the Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture shall be deemed supplemented in accordance herewith, and this Fifth Supplemental Indenture shall form a part of the Indenture as supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture as 2  supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture and the Fifth 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, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture or this Fifth 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. KBI, for the benefit of each Holder, confirms that it is a solvent corporation 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 KBI confirms that the Subsidiary Guarantee given by KBI 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, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, this Fifth Supplemental Indenture, the Subsidiary Guarantees, the Registration Rights Agreement or for any claim based on, in respect of, or by reason of, such 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 Fifth Supplemental Indenture. Section 6. Governing Law. THIS FIFTH 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, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, this Fifth Supplemental Indenture and the Notes shall bind their respective successors. All agreements of the Trustee in this Fifth Supplemental Indenture shall bind its successors. 3  Section 8. Duplicate Originals. The parties may sign any number of copies of this Fifth 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 Fifth Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of the Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, this Fifth 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 Fifth Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Fifth 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 Fifth Supplemental Indenture. The recitals and statements herein are deemed to be those of the Company and the Subsidiary Guarantors and not of the Trustee. 4  SIGNATURES IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed as of the date first written above. ARMOR HOLDINGS, INC., a Delaware corporation By: /s/ Philip A. Baratelli ------------------------------------- Name: Philip A. Baratelli Title: Corporate Controller, Treasurer and Secretary  WACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee By: /s/ Stephanie Moore ------------------------------------- Name: Stephanie Moore Title: Assistant Vice President  911EP, INC., a Delaware corporation By: /s/ Philip A. Baratelli ------------------------------------- Name: Philip A. Baratelli Title: Vice President and Assistant Secretary AHI PROPERTIES I, INC., a Delaware corporation By: /s/ Philip A. Baratelli ------------------------------------- Name: Philip A. Baratelli Title: Vice President and Assistant Secretary ARMOR BRANDS, INC., a Delaware corporation By: /s/ Philip A. Baratelli ------------------------------------- Name: Philip A. Baratelli Title: Vice President and Assistant Secretary ARMOR HOLDINGS FORENSICS, L.L.C.., a Delaware limited liability company By: /s/ Philip A. Baratelli ------------------------------------- Name: Philip A. Baratelli Title: Vice President and Assistant Secretary  ARMOR HOLDINGS GP, LLC, a Delaware limited liability company By: /s/ Philip A. Baratelli ------------------------------------- Name: Philip A. Baratelli Title: Vice President and Assistant Secretary ARMOR HOLDINGS LP, LLC, a Delaware limited liability company By: /s/ Philip A. Baratelli ------------------------------------- Name: Philip A. Baratelli Title: Vice President and Assistant Secretary ARMOR HOLDINGS MOBILE SECURITY, L.L.C., a Delaware limited liability company By: /s/ Philip A. Baratelli ------------------------------------- Name: Philip A. Baratelli Title: Vice President and Assistant Secretary ARMOR HOLDINGS PAYROLL SERVICES, LLC, a Delaware limited liability company By: /s/ Philip A. Baratelli ------------------------------------- Name: Philip A. Baratelli Title: Vice President and Assistant Secretary  ARMOR HOLDINGS PRODUCTS, L.L.C., a Delaware limited liability company By: /s/ Philip A. Baratelli ------------------------------------- Name: Philip A. Baratelli Title: Vice President and Assistant Secretary ARMOR HOLDINGS PROPERTIES, INC., a Delaware corporation By: /s/ Philip A. Baratelli ------------------------------------- Name: Philip A. Baratelli Title: Vice President and Assistant Secretary ARMOR SAFETY PRODUCTS COMPANY, a Delaware corporation By: /s/ Philip A. Baratelli ------------------------------------- Name: Philip A. Baratelli Title: Vice President and Assistant Secretary B-SQUARE, INC., a Texas corporation By: /s/ Philip A. Baratelli ------------------------------------- Name: Philip A. Baratelli Title: Vice President and Assistant Secretary  ARMOR ACCESSORIES, INC. f/k/a. BREAK-FREE ARMOR CORP., a Delaware corporation By: /s/ Philip A. Baratelli ------------------------------------- Name: Philip A. Baratelli Title: Vice President and Assistant Secretary BREAK-FREE, INC., a Delaware corporation By: /s/ Philip A. Baratelli ------------------------------------- Name: Philip A. Baratelli Title: Vice President and Assistant Secretary CASCO INTERNATIONAL, INC., a New Hampshire corporation By: /s/ Philip A. Baratelli ------------------------------------- Name: Philip A. Baratelli Title: Vice President and Assistant Secretary DEFENSE TECHNOLOGY CORPORATION OF AMERICA, a Delaware corporation By: /s/ Philip A. Baratelli ------------------------------------- Name: Philip A. Baratelli Title: Vice President and Assistant Secretary  IDENTICATOR, INC., a Delaware corporation By: /s/ Philip A. Baratelli ------------------------------------- Name: Philip A. Baratelli Title: Vice President and Assistant Secretary KLEEN BORE, INC. a Massachusetts corporation By: /s/ Philip A. Baratelli ------------------------------------- Name: Philip A. Baratelli Title: Vice President and Assistant Secretary MONADNOCK LIFETIME PRODUCTS, INC., a Delaware corporation By: /s/ Philip A. Baratelli ------------------------------------- Name: Philip A. Baratelli Title: Vice President and Assistant Secretary MONADNOCK LIFETIME PRODUCTS, INC., a New Hampshire corporation By: /s/ Philip A. Baratelli ------------------------------------- Name: Philip A. Baratelli Title: Vice President and Assistant Secretary  MONADNOCK POLICE TRAINING COUNCIL, INC., a New Hampshire corporation By: /s/ Philip A. Baratelli ------------------------------------- Name: Philip A. Baratelli Title: Vice President and Assistant Secretary 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/ Philip A. Baratelli ------------------------------------- Name: Philip A. Baratelli Title: Vice President and Assistant Secretary NAP PROPERTY MANAGERS LLC, a California company By: ARMOR HOLDINGS PROPERTIES, INC., its Managing Member By: /s/ Philip A. Baratelli ------------------------------------- Name: Philip A. Baratelli Title: Vice President and Assistant Secretary O'GARA-HESS & EISENHARDT ARMORING COMPANY, L.L.C., a Delaware limited liability company By: /s/ Philip A. Baratelli ------------------------------------- Name: Philip A. Baratelli Title: Vice President and Assistant Secretary  PRO-TECH ARMORED PRODUCTS OF MASSACHUSETTS, INC., a Massachusetts corporation By: /s/ Philip A. Baratelli ------------------------------------- Name: Philip A. Baratelli Title: Vice President and Assistant Secretary RAMTECH DEVELOPMENT CORP., a Delaware corporation By: /s/ Philip A. Baratelli ------------------------------------- Name: Philip A. Baratelli Title: Vice President and Assistant Secretary SAFARI LAND LTD, INC., a California corporation By: /s/ Philip A. Baratelli ------------------------------------- Name: Philip A. Baratelli Title: Vice President and Assistant Secretary SAFARILAND GOVERNMENT SALES, INC., a California corporation By: /s/ Philip A. Baratelli ------------------------------------- Name: Philip A. Baratelli Title: Vice President and Assistant Secretary  SPEEDFEED ACQUISITION CORP., a Delaware corporation By: /s/ Philip A. Baratelli ------------------------------------- Name: Philip A. Baratelli Title: Vice President and Assistant Secretary THE O'GARA COMPANY, an Ohio corporation By: /s/ Philip A. Baratelli ------------------------------------- Name: Philip A. Baratelli Title: Vice President and Assistant Secretary ARMORGROUP SERVICES, LLC, a Delaware limited liability company By: /s/ Philip A. Baratelli ------------------------------------- Name: Philip A. Baratelli Title: Vice President and Assistant Secretary CDR INTERNATIONAL, INC., a Delaware corporation By: /s/ Philip A. Baratelli ------------------------------------- Name: Philip A. Baratelli Title: Vice President and Assistant Secretary  NETWORK AUDIT SYSTEMS, INC., a Delaware corporation By: /s/ Philip A. Baratelli ------------------------------------- Name: Philip A. Baratelli Title: Vice President and Assistant Secretary NEW TECHNOLOGIES ARMOR, INC., a Delaware corporation By: /s/ Philip A. Baratelli ------------------------------------- Name: Philip A. Baratelli Title: Vice President and Assistant Secretary AHI BULLETPROOF ACQUISITION CORP., a Delaware corporation By: /s/ Glenn J. Heiar ------------------------------------- Name: Glenn J. Heiar Title: Chief Financial Officer, Treasurer and Secretary SIMULA, INC., an Arizona corporation By: /s/ Glenn J. Heiar ------------------------------------- Name: Glenn J. Heiar Title: Chief Financial Officer, Treasurer and Secretary  SIMULA AEROSPACE & DEFENSE GROUP, INC., an Arizona corporation By: /s/ Glenn J. Heiar ------------------------------------- Name: Glenn J. Heiar Title: Chief Financial Officer, Treasurer and Secretary INTERNATIONAL CENTER FOR SAFETY EDUCATION, INC., an Arizona corporation By: /s/ Glenn J. Heiar ------------------------------------- Name: Glenn J. Heiar Title: Chief Financial Officer, Treasurer and Secretary SIMULA POLYMERS SYSTEMS, INC., an Arizona corporation By: /s/ Glenn J. Heiar ------------------------------------- Name: Glenn J. Heiar Title: Chief Financial Officer, Treasurer and Secretary  SIMULA TECHNOLOGIES, INC., an Arizona corporation By: /s/ Glenn J. Heiar ------------------------------------- Name: Glenn J. Heiar Title: Chief Financial Officer, Treasurer and Secretary AI CAPITAL CORP., an Arizona corporation By: /s/ Glenn J. Heiar ------------------------------------- Name: Glenn J. Heiar Title: Chief Financial Officer, Treasurer and Secretary SIMULA TRANSPORTATION EQUIPMENT CORPORATION, an Arizona corporation By: /s/ Glenn J. Heiar ------------------------------------- Name: Glenn J. Heiar Title: Chief Financial Officer, Treasurer and Secretary CCEC CAPITAL CORP., an Arizona corporation By: /s/ Glenn J. Heiar ------------------------------------- Name: Glenn J. Heiar Title: Chief Financial Officer, Treasurer and Secretary  SAI CAPITAL CORP., an Arizona corporation By: /s/ Glenn J. Heiar ------------------------------------- Name: Glenn J. Heiar Title: Chief Financial Officer, Treasurer and Secretary ASD CAPITAL CORP., an Arizona corporation By: /s/ Glenn J. Heiar ------------------------------------- Name: Glenn J. Heiar Title: Chief Financial Officer, Treasurer and Secretary HATCH IMPORTS, INC. a California corporation By: /s/ Philip A. Baratelli ------------------------------------- Name: Philip A. Baratelli Title: Vice President and Secretary ODV HOLDINGS CORP. a Delaware corporation By: /s/ Philip A. Baratelli ------------------------------------- Name: Philip A. Baratelli Title: Vice President and Secretary  EXHIBIT A AHI Bulletproof Acquisition Corp., a Delaware corporation ArmorGroup Services, LLC, a Delaware limited liability company CDR International, Inc., a Delaware corporation Network Audit Systems, Inc., a Delaware corporation New Technologies Armor, Inc., a Delaware corporation ODV Holdings Corp., a Delaware corporation Simula, Inc., an Arizona corporation Simula Aerospace & Defense Group, Inc., an Arizona corporation International Center for Safety Education, Inc., an Arizona corporation Simula Polymers Systems, Inc., an Arizona corporation Simula Technologies, Inc., an Arizona corporation AI Capital Corp., an Arizona corporation Simula Transportation Equipment Corporation, an Arizona corporation CCEC Capital Corp., an Arizona corporation SAI Capital Corp., an Arizona corporation ASD Capital Corp., an Arizona corporation Hatch Imports, Inc., a California corporation