Fifth Supplemental Indenture to 2.00% Senior Subordinated Convertible Notes Due 2024 – Armor Holdings, Inc., Subsidiary Guarantors, and Wachovia Bank

 EXHIBIT 4.3 FIFTH SUPPLEMENTAL INDENTURE FIFTH SUPPLEMENTAL INDENTURE, dated as of December 9, 2005 (the "FIFTH SUPPLEMENTAL INDENTURE"), among Armor Holdings, Inc., a Delaware corporation (the "COMPANY"), the subsidiary guarantors listed on Exhibit A attached hereto (collectively, the "Existing Subsidiary Guarantors"), the subsidiary guarantor listed on Exhibit B attached hereto (the "New Subsidiary Guarantor"), and Wachovia Bank, National Association, a national banking association, as trustee (the "TRUSTEE"). WITNESSETH WHEREAS, the Company has issued its 2.00% Senior Subordinated Convertible Notes due November 1, 2024 (the "NOTES") in the aggregate principal amount of $345,000,000 under and pursuant to the Indenture, dated as of October 29, 2004 (the "BASE INDENTURE"), between the Company and the Trustee, as supplemented by the First Supplemental Indenture, dated as of October 29, 2004 (the "FIRST SUPPLEMENTAL INDENTURE"), among the Company, the Subsidiary Guarantors parties thereto and the Trustee, as further supplemented by the Second Supplemental Indenture, dated as of December 29, 2004 (the "SECOND SUPPLEMENTAL INDENTURE"), among the Company, the Subsidiary Guarantors parties thereto, and the Trustee, as further supplemented by the Third Supplemental Indenture, dated as of May 25, 2005 (the "THIRD SUPPLEMENTAL INDENTURE") among the Company, the Subsidiary Guarantors parties thereto and the Trustee, and as further supplemented by the Fourth Supplemental Indenture, dated as of August 25, 2005, (the "FOURTH SUPPLEMENTAL INDENTURE, together with the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the "INDENTURE"), among the Company, the Subsidiary Guarantors parties thereto and the Trustee; WHEREAS, pursuant to Section 5.03 of the First Supplemental Indenture, the Company is required to cause the New Subsidiary Guarantor to execute and deliver to the Trustee this Fifth Supplemental Indenture pursuant to which the New Subsidiary Guarantor shall become bound by the provisions of the Indenture as a Subsidiary Guarantor; WHEREAS, pursuant to Section 10.01 of the First Supplemental 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 Existing Subsidiary Guarantors, the New Subsidiary Guarantor, 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. Section 2. Subsidiary Guarantee. (a) By execution and delivery of this Fifth Supplemental Indenture, the New Subsidiary Guarantor 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) The New Subsidiary Guarantor hereby agrees that its execution and delivery of this Fifth Supplemental Indenture shall evidence its Subsidiary Guarantee as set forth in 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, and shall constitute due delivery of the Subsidiary Guarantee set forth in this Fifth Supplemental Indenture on behalf of the New Subsidiary Guarantor. Each of the Existing Subsidiary Guarantors hereby agrees that its Subsidiary Guarantee set forth in 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 this Fifth Supplemental Indenture, is in all respects ratified and confirmed hereby. Following the effectiveness hereof, the Indenture shall be deemed supplemented in accordance herewith, and this Fifth Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture as supplemented by 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 or the 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. The New Subsidiary Guarantor, for the benefit of each Holder, confirms that it is a solvent corporation, limited liability company, or other entity 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 the New Subsidiary Guarantor confirms that the Subsidiary Guarantee given by the New Subsidiary Guarantor does not constitute a fraudulent transfer or conveyance 2  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 or this Fifth Supplemental Indenture, the Subsidiary Guarantees, 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, 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. 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, 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. 3  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  AS EXISTING SUBSIDIARY GUARANTORS: 911EP, INC. ACCUCASE, L.L.C. AHI PROPERTIES I, LLC (F/K/A AHI PROPERTIES I, INC.) ARMOR ACCESSORIES, INC. 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. BIANCHI INTERNATIONAL BREAK-FREE, INC. CASCO INTERNATIONAL, INC. CDR INTERNATIONAL, INC. CENTIGON USA, LLC THE CENTIGON COMPANY, LLC DEFENSE TECHNOLOGY CORPORATION OF AMERICA HATCH IMPORTS, INC. IDENTICATOR, INC. KLEEN BORE, INC. MONADNOCK LIFETIME PRODUCTS, INC., a Delaware corporation MONADNOCK LIFETIME PRODUCTS, INC. a New Hampshire corporation MONADNOCK POLICE TRAINING COUNCIL, INC. NEW TECHNOLOGIES ARMOR, INC. ODV HOLDINGS CORP. O'GARA-HESS & EISENHARDT 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. MT. COBB SPECIALTY, INC.  PENN FIBRE & SPECIALTY COMPANY OF DELAWARE, INC. PFS SALES COMPANY SECOND CHANCE ARMOR, INC. THE SPECIALTY GROUP, INC. SPECIALTY DEFENSE SYSTEMS OF DELAWARE, INC. 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. SPECIALTY PLASTIC PRODUCTS OF DELAWARE, INC. By: /s/ Philip A. Baratelli -------------------------------------- Name: Philip A. Baratelli Title: Vice President NAP PROPERTIES, LTD. 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 NAP PROPERTY MANAGERS, LLC By: ARMOR HOLDINGS PROPERTIES, INC., its Managing Member By: /s/ Philip A. Baratelli -------------------------------------- Name: Philip A. Baratelli Title: Vice President  ARMOR HOLDINGS PAYROLL SERVICES, LLC By: /s/ Philip A. Baratelli -------------------------------------- Name: Philip A. Baratelli Title: Manager ARMOR HOLDINGS AEROSPACE & DEFENSE, INC. (F/K/A AHI BULLETPROOF ACQUISITION CORP.) INTERNATIONAL CENTER FOR SAFETY EDUCATION, INC. SIMULA, INC. SIMULA AEROSPACE & DEFENSE GROUP, INC. SIMULA POLYMER SYSTEMS, INC. SIMULA TECHNOLOGIES, INC. By: /s/ Glenn J. Heiar -------------------------------------- Name: Glenn J. Heiar Title: Chief Financial Officer, Treasurer and Secretary ARMOR HOLDINGS AIRCRAFT, LLC By: Glenn J. Heiar -------------------------------------- Name: Glenn J. Heiar Title: Manager and Vice President ARMOR HOLDINGS GOVERNMENTAL RELATIONS, LLC By: Glenn J. Heiar -------------------------------------- Name: Glenn J. Heiar Title: Manager, Chief Financial Officer, Treasurer and Secretary  ARMOR HOLDINGS INFORMATION TECHNOLOGY, L.L.C. By: /s/ Philip A. Baratelli --------------------------------------- Name: Philip A. Baratelli Title: Manager and Vice President AS NEW SUBSIDIARY GUARANTOR: CENTIGON SALES & MARKETING, LLC By: /s/ Robert R. Schiller --------------------------------------- Name: Robert R. Schiller Title: Manager, Chairman of the Board and Vice President  EXHIBIT A 911EP, Inc., a Delaware corporation AccuCase, L.L.C., a California limited liability company AHI Properties I, LLC (f/k/a AHI Properties I, Inc.) a Delaware limited liability company Armor Accessories, Inc., a Delaware corporation Armor Brands, Inc., a Delaware corporation ArmorGroup Services, LLC, a Delaware limited liability company Armor Holdings Aerospace & Defense, Inc. (f/k/a AHI Bulletproof Acquisition Corp.), a Delaware corporation Armor Holdings Forensics, L.L.C., a Delaware limited liability company Armor Holdings Governmental Relations, LLC, a Delaware limited liability company Armor Holdings GP, LLC, a Delaware limited liability company Armor Holdings Information Technology, L.L.C., a Delaware limited liability company Armor Holdings LP, LLC, a Delaware limited liability company Armor Holdings Mobile Security, L.L.C., a Delaware limited liability company Armor Holdings Payroll Services, LLC, a Delaware limited liability company Armor Holdings Products, L.L.C., a Delaware limited liability company Armor Holdings Properties, Inc., a Delaware corporation Armor Safety Products Company, a Delaware corporation B-Square, Inc., a Texas corporation Bianchi International, a California corporation Break-Free Inc., a Delaware corporation Casco International, Inc., a New Hampshire corporation CDR International, Inc., a Delaware corporation Centigon USA, LLC, a Delaware limited liability company The Centigon Company, LLC, a Delaware limited liability company Defense Technology Corporation of America, a Delaware corporation Hatch Imports, Inc., a California corporation Indenticator, Inc., a Delaware corporation International Center for Safety Education, Inc., an Arizona corporation Monadnock Lifetime Products, Inc., a Delaware corporation Monadnock Lifetime Products, Inc., a New Hampshire corporation Monadnock Police Training Council, Inc., a New Hampshire corporation Mt. Cobb Specialty, Inc., a Pennsylvania corporation NAP Properties, Ltd., a California limited partnership NAP Property Managers, LLC, a California limited liability company New Technologies Armor, Inc., a Delaware corporation Kleen Bore, Inc., a Massachusetts corporation ODV Holdings Corp., a Delaware corporation O'Gara-Hess & Eisenhardt Armoring Company, L.L.C., a Delaware limited liability company Pro-Tech Armored Products of Massachusetts, Inc., a Massachusetts corporation Ramtech Development Corp., a Delaware corporation Safariland Government Sales, Inc., a California corporation Safari Land Ltd., Inc., a California corporation Second Chance Armor, Inc., a Delaware corporation Simula, Inc., an Arizona corporation  Simula Aerospace & Defense Group, Inc., an Arizona corporation Simula Polymer Systems, Inc., an Arizona corporation Simula Technologies, Inc., an Arizona corporation Armor Holdings Aircraft, LLC, a Delaware limited liability company The Specialty Group, Inc., a Pennsylvania corporation Specialty Defense Systems of Delaware, Inc., a Delaware corporation Specialty Plastic Products of Delaware, Inc., a Delaware corporation Specialty Defense Systems of Tennessee, Inc., a Tennessee corporation Specialty Defense Systems of Pennsylvania, Inc., a Pennsylvania corporation Specialty Defense Systems of Kentucky, Inc., a Kentucky corporation Specialty Defense Systems of Nevada, Inc., a Nevada corporation Specialty Machinery, Inc., a Pennsylvania corporation Penn Fibre & Specialty Company of Delaware, Inc., a Delaware corporation PFS Sales Company, a Pennsylvania corporation Speedfeed Acquisition Corp., a Delaware corporation  EXHIBIT B Centigon Sales & Marketing, LLC, a Delaware limited liability corporation