First Amendment to Credit Agreement among Armor Holdings, Inc., Subsidiaries, and Wachovia Bank

  EXHIBIT 10.1 FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of June 23, 2006, is by and among ARMOR HOLDINGS, INC., a Delaware corporation (the "Borrower"), the Material Domestic Subsidiaries of the Borrower from time to time party hereto (individually a "Guarantor" and collectively the "Guarantors") and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent on behalf of the Lenders (defined below) under the Credit Agreement (defined below) (in such capacity, the "Administrative Agent"). W I T N E S S E T H WHEREAS, the Borrower, the Guarantors, certain banks and financial institutions from time to time party thereto (the "Lenders") and the Administrative Agent are parties to that certain Credit Agreement dated as of May 25, 2006 (as amended, modified, supplemented, or restated from time to time, the "Credit Agreement"; capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement, as amended hereby); WHEREAS, the Credit Parties have requested the Required Lenders amend certain provisions of the Credit Agreement; and WHEREAS, the Required Lenders are willing to make such amendments to the Credit Agreement, subject to the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I AMENDMENTS TO CREDIT AGREEMENT 1.1 AMENDMENT TO SECTION 6.10. Section 6.10 of the Credit Agreement is hereby amended by replacing all references therein to ".25x" with "0.25". 1.2 AMENDMENT TO SECTION 6.13. Section 6.13 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: The Credit Parties will not, nor will they permit any Subsidiary to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of their properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (a) pursuant to this Agreement and the  other Credit Documents, (b) pursuant to any document or instrument; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith or otherwise the subject matter thereof; (c) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (d) customary non-assignment or non-pledge provisions in Government Contracts, joint venture agreements, Intellectual Property licenses and other agreements that customarily have such provisions; provided that any such restriction contained therein relates only to such contract, agreement, or license (and assets required for performance thereunder) and does not extend to any other properties or assets and (e) pursuant to any indenture, guaranty or other agreement with respect to Indebtedness permitted pursuant to Section 6.1(g), (h), (i), (l), (m) and (p); provided that (i) the Liens in favor of the Administrative Agent shall be permitted thereunder and (ii) the prohibitions and restrictions on Liens set forth in such indenture or agreement shall be no more restrictive on the Credit Parties than the prohibitions and restrictions set forth in Section 6.2. ARTICLE II CONDITIONS TO EFFECTIVENESS 2.1 CLOSING CONDITIONS. This Amendment shall become effective as of the date hereof upon satisfaction of the following conditions (in form and substance reasonably acceptable to the Administrative Agent): (a) Executed Amendment. The Administrative Agent shall have received a copy of this Amendment duly executed by each of the Credit Parties and the Administrative Agent, on behalf of the Required Lenders. (b) Executed Consents. The Administrative Agent shall have received executed consents, in the form of Exhibit A attached hereto, from the Required Lenders authorizing the Administrative Agent to enter into this Amendment on their behalf. The delivery by the Administrative Agent of a signature to this Amendment shall constitute conclusive evidence that the consents from the Required Lenders have been obtained. ARTICLE III MISCELLANEOUS 3.1 AMENDED TERMS. All references to the Credit Agreement in each of the Credit Documents shall hereafter mean the Credit Agreement as amended by this Amendment. Except as specifically amended hereby or otherwise agreed, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms. 2  3.2 REPRESENTATIONS AND WARRANTIES OF CREDIT PARTIES. Each of the Credit Parties represents and warrants as follows as of the date hereof, after giving effect to this Amendment: (a) It has taken all necessary action to authorize the execution, delivery and performance of this Amendment. (b) This Amendment has been duly executed and delivered by such Person and constitutes such Person's valid and legally binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors' rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (c) No consent, approval, authorization or order of, or registration or qualification with, any Governmental Authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment. (d) No filing with any Governmental Authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment, except for those filings the failure of which to make by such Person could not reasonably be expected to have a Material Adverse Effect. (e) The representations and warranties set forth in Article III of the Credit Agreement are true and correct as of the date hereof (except for those which expressly relate to an earlier date). (f) After giving effect to this Amendment, no event has occurred and is continuing which constitutes a Default or an Event of Default. (g) The Security Documents continue to create a valid security interest in, and Lien upon, the Collateral, in favor of the Administrative Agent, for the benefit of the Lenders, which security interests and Liens are perfected in accordance with the terms of the Security Documents and prior to all Liens other than Permitted Liens. (h) Except as specifically provided in this Amendment, the Credit Party Obligations are not reduced or modified by this Amendment and are not subject to any offsets, defenses or counterclaims. 3.3 REAFFIRMATION OF CREDIT PARTY OBLIGATIONS. Each Credit Party hereby ratifies the Credit Agreement and acknowledges and reaffirms (a) that it is bound by all of the terms of the Credit Agreement applicable to it and (b) that it is responsible for the observance and full performance of its respective Credit Party Obligations. 3  3.4 CREDIT DOCUMENT. This Amendment shall constitute a Credit Document under the terms of the Credit Agreement. 3.5 FURTHER ASSURANCES. The Credit Parties agree to promptly take such action, upon the request of the Administrative Agent, as is necessary to carry out the intent of this Amendment. 3.6 ENTIRETY. This Amendment and the other Credit Documents embody the entire agreement among the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof. 3.7 COUNTERPARTS; TELECOPY. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart to this Amendment by telecopy shall be effective as an original and shall constitute a representation that an original will be delivered. 3.8 NO ACTIONS, CLAIMS, ETC. As of the date hereof, each of the Credit Parties hereby acknowledges and confirms that it has no knowledge of any actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, against the Administrative Agent, the Lenders or the Administrative Agent's or the Lenders' respective officers, employees, representatives, agents, counsel or directors arising from any action by such Persons, or failure of such Persons to act under this Credit Agreement on or prior to the date hereof. 3.9 GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). 3.10 CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVERS OF JURY TRIAL AND CONSEQUENTIAL DAMAGES. The jurisdiction, service of process and waivers of jury trial and consequential damages provisions set forth in Sections 9.14 and 9.17 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis. 3.11 SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 3.12 FEES AND EXPENSES. The Borrower agrees to pay all fees and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the fees and expenses of Moore & Van Allen PLLC. [BALANCE OF PAGE INTENTIONALLY LEFT BLANK] 4  ARMOR HOLDINGS, INC. FIRST AMENDMENT TO CREDIT AGREEMENT IN WITNESS WHEREOF the Borrower, the Guarantors and the Required Lenders have caused this Amendment to be duly executed on the date first above written. BORROWER: ARMOR HOLDINGS, INC. - --------- By: /s/ Philip Baratelli ----------------------------------------- Name: Philip Baratelli Title: Corporate Controller, Treasurer and Secretary  ARMOR HOLDINGS, INC. FIRST AMENDMENT TO CREDIT AGREEMENT GUARANTORS: 911EP, INC. - ----------- AHI PROPERTIES I, LLC 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 CASCO INTERNATIONAL, INC. CDR INTERNATIONAL, INC. DEFENSE TECHNOLOGY CORPORATION OF AMERICA IDENTICATOR, LLC MONADNOCK LIFETIME PRODUCTS, INC., a Delaware corporation MONADNOCK LIFETIME PRODUCTS, INC., a New Hampshire corporation MONADNOCK POLICE TRAINING COUNCIL, INC. ODV HOLDINGS CORP. NEW TECHNOLOGIES ARMOR, INC. RAMTECH DEVELOPMENT CORP. SAFARILAND GOVERNMENT SALES, INC. SAFARI LAND LTD., INC. Each of the above By:/s/ Philip Baratelli --------------------------------- Name: Philip Baratelli Title: Vice President  ARMOR HOLDINGS, INC. FIRST AMENDMENT TO CREDIT AGREEMENT GUARANTORS (CONTINUED): O'GARA-HESS & EISENHARDT ARMORING - ----------------------- COMPANY, L.L.C. PRO-TECH ARMORED PRODUCTS OF MASSACHUSETTS, INC. THE CENTIGON COMPANY, LLC CENTIGON SALES & MARKETING, LLC CENTIGON USA, LLC HATCH IMPORTS, INC. ARMOR HOLDINGS INFORMATION TECHNOLOGY, L.L.C. THE SPECIALTY GROUP, INC. SPECIALTY PLASTIC PRODUCTS OF DELAWARE, INC. SPECIALTY DEFENSE SYSTEMS OF DELAWARE, INC. MT. COBB 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. BIANCHI INTERNATIONAL ACCUCASE, LLC ARMOR HOLDINGS GOVERNMENT RELATIONS, LLC SECOND CHANCE ARMOR, INC. Each of the above By: /s/ Philip Baratelli -------------------------------- Name: Philip Baratelli Title: Vice President  ARMOR HOLDINGS, INC. FIRST AMENDMENT TO CREDIT AGREEMENT GUARANTORS (CONTINUED): OAK BRANCH, LLC - ----------------------- By: /s/ Philip Baratelli --------------------------------- Name: Philip Baratelli 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/ Philip Baratelli --------------------------------- Name: Philip Baratelli Title: Vice President NAP PROPERTY MANAGERS LLC By: ARMOR HOLDINGS PROPERTIES, INC., its Managing Member By: /s/ Philip Baratelli --------------------------------- Name: Philip Baratelli Title: Vice President ARMOR HOLDINGS PAYROLL SERVICES, LLC By: /s/ Philip Baratelli --------------------------------- Name: Philip Baratelli Title: Manager STEWART & STEVENSON TACTICAL VEHICLE SYSTEMS, LP By: STEWART & STEVENSON TVS, INC., its General Partner By: /s/ Philip Baratelli --------------------------------- Name: Philip Baratelli Title: Vice President  ARMOR HOLDINGS, INC. FIRST AMENDMENT TO CREDIT AGREEMENT GUARANTORS (CONTINUED): SIMULA, INC. - ----------------------- SIMULA AEROSPACE & DEFENSE GROUP, INC. SIMULA POLYMER SYSTEMS, INC. SIMULA TECHNOLOGIES, INC. INTERNATIONAL CENTER FOR SAFETY EDUCATION, INC. ARMOR HOLDINGS AEROSPACE & DEFENSE, INC. Each of the above By: /s/ Glenn Heiar ----------------------------------------- Name: Glenn Heiar Title: Secretary and Treasurer ARMOR HOLDINGS AIRCRAFT, LLC By: /s/ Philip Baratelli ----------------------------------------- Name: Philip Baratelli Title: President STEWART & STEVENSON SERVICES, INC. EXTENDED REACH LOGISTICS, INC. STEWART & STEVENSON FMTV INTERNATIONAL, INC. S&S TRUST SIERRA DETROIT DIESEL ALLISON, INC. STEWART & STEVENSON TVS, INC. STEWART & STEVENSON VEHICLE SERVICES, INC. STEWART & STEVENSON HOLDINGS, INC. TVS HOLDINGS, INC. TVS HOLDINGS, LLC Each of the above By: /s/ Philip Baratelli ----------------------------------------- Name: Philip Baratelli Title: Vice President  ARMOR HOLDINGS, INC. FIRST AMENDMENT TO CREDIT AGREEMENT ADMINISTRATIVE AGENT: WACHOVIA BANK, NATIONAL ASSOCIATION, - --------------------- as Administrative Agent on behalf of the Required Lenders By: /s/ William F. Fox ------------------------------------------------- Name: William F. Fox Title: Director  EXHIBIT A [FORM OF] CONSENT TO FIRST AMENDMENT TO CREDIT AGREEMENT This Consent is given pursuant to the Credit Agreement, dated as of May 25, 2006 (the "Credit Agreement"; and as amended by the Amendment (as defined below), the "Amended Credit Agreement"), by and among Armor Holdings, Inc., a Delaware corporation (the "Borrower"), the Material Domestic Subsidiaries of the Borrower from time to time party thereto (individually a "Guarantor" and collectively the "Guarantors"), the certain banks and financial institutions from time to time party thereto (the "Lenders") and Wachovia Bank, National Association, as administrative agent for the Lenders (the "Administrative Agent"). Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement unless otherwise defined herein. The undersigned hereby approves the amendment of the Credit Agreement effected by the First Amendment to Credit Agreement (the "Amendment"), dated as of June [ ], 2006, by and among the Borrower, the Guarantors and the Administrative Agent. The undersigned hereby authorizes the Administrative Agent to execute and deliver the Amendment on its behalf and, by its execution below, the undersigned agrees to be bound by the terms and conditions of the Amendment and the Credit Agreement. Delivery of this Consent by telecopy shall be effective as an original. A duly authorized officer of the undersigned has executed this Consent as of the day of , 2006. --------------------------------------, as a Lender By: -------------------------------- Name: -------------------------------- Title: --------------------------------