EXECUTION COPY
AMENDED AND RESTATED REVOLVING CREDIT NOTE
$15,000,000 New York, New York
August 22, 2001
FOR VALUE RECEIVED, the undersigned ARMOR HOLDINGS, INC., a Delaware
corporation (the "Borrower"), hereby unconditionally promises to pay on the
Revolving Credit Termination Date to the order of KEYBANK NATIONAL ASSOCIATION
(the "Lender"), at the office of Bank of America, N.A., located at 000 Xxxxx
Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, in lawful money of the United
States of America and in immediately available funds, the principal amount of
the lesser of (a) FIFTEEN MILLION DOLLARS ($15,000,000) and (b) the aggregate
unpaid principal amount of all Revolving Credit Loans made by the Lender to the
undersigned pursuant to Section 3.1 of the Credit Agreement referred to below.
The undersigned further agree to pay interest in like money at such
office on the unpaid principal amount hereof from time to time from the date
hereof at the rates per annum and on the dates as provided in Section 6.1 of the
Credit Agreement referred to below, until paid in full (both before and after
judgment).
The holder of this Amended and Restated Revolving Credit Note is
authorized to, and so long as it holds this Amended and Restated Revolving
Credit Note shall, record the date, Type and amount of each Revolving Credit
Loan made by the Lender pursuant to Section 3.1 of the Credit Agreement, each
Continuation thereof and each Conversion of all or a portion thereof to another
Type pursuant to Section 6.2 of the Credit Agreement, the date and amount of
each payment or prepayment of principal thereof and, in the case of Eurodollar
Loans, the length of each Interest Period and the Eurodollar Rate with respect
thereto, on the schedules annexed hereto and constituting a part hereof, or on a
continuation thereof which shall be annexed hereto and constitute a part hereof,
and any such recordation shall constitute prima facie evidence of the accuracy
of the information so recorded, provided that failure of the Lender to make any
such recordation (or any error in such recordation) shall not affect the
obligations of the Borrower under this Amended and Restated Revolving Credit
Note or under the Credit Agreement.
This Amended and Restated Revolving Credit Note is one of the
Revolving Credit Notes referred to in the Amended and Restated Credit Agreement,
dated as of August 22, 2001 (as further amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among the Borrower, the
lenders from time to time parties thereto (the "Lenders"), and Bank of America,
N.A., as Administrative Agent for the Lenders thereunder, is entitled to the
benefits thereof, and is secured as provided therein and is subject to optional
and mandatory prepayment in whole or in part as provided therein. Terms used
herein which are defined in the Credit Agreement shall have such defined
meanings unless otherwise defined herein or unless the context otherwise
requires.
To the extent this Amended and Restated Revolving Credit Note amends
and restates an existing Five Year Revolving Credit Note dated February 12, 1999
(as amended prior to the date hereof, the "Existing Revolving Credit Note")
issued to the Lender (or its predecessor in interest) pursuant to the Existing
Credit Agreement, it is given as a continuation, rearrangement and extension,
and not a novation, release or satisfaction, of such Existing Revolving Credit
Note. The issuance and delivery of this Amended and Restated Revolving Credit
Note is in substitution for such Existing Revolving Credit Note.
Upon the occurrence of any one or more of the Events of Default
specified in the Credit Agreement, all amounts then remaining unpaid on this
Amended and Restated Revolving Credit Note shall become, or may be declared to
be, immediately due and payable, all as provided therein.
The Borrower expressly waives diligence, presentment, protest,
demand and other notices of any kind.
This Amended and Restated Revolving Credit Note shall be governed
by, and construed and interpreted in accordance with, the laws of the State of
New York.
ARMOR HOLDINGS, INC.
By:
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Name: Xxxxxx X. Xxxxxxxx
Title: Executive Vice President and
Chief Financial Officer
