[FORM OF]
TERM LOAN A NOTE
[Date]
FOR VALUE RECEIVED, the undersigned, ARMOR HOLDINGS, INC., a Delaware
corporation (the "Borrower") hereby unconditionally promises to pay, on the Term
Loan A Maturity Date (as defined in the Credit Agreement referred to below), to
the order of _____________ (the "Lender") at the office of Wachovia Bank,
National Association, located at Charlotte Plaza, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇-▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, in lawful money of the United States
of America and in immediately available funds, the aggregate unpaid principal
amount of the Term Loan A made by the Lender to the undersigned pursuant to
Section 2.2 of the Credit Agreement referred to below. The undersigned further
agrees to pay interest in like money at such office on the unpaid principal
amount hereof and, to the extent permitted by law, accrued interest in respect
hereof from time to time from the date hereof until payment in full of the
principal amount hereof and accrued interest hereon, at the rates and on the
dates set forth in the Credit Agreement.
The holder of this Term Loan A Note is authorized to endorse the date and
amount of each payment of principal and interest with respect to the Term Loan A
evidenced by this Term Loan A Note and the portion thereof that constitutes a
LIBOR Rate Loan or an Alternate Base Rate Loan on Schedule A annexed hereto and
made a part hereof, or on a continuation thereof which shall be attached hereto
and made a part hereof, which endorsement shall constitute prima facie evidence
of the accuracy of the information endorsed (absent error); provided, however,
that the failure to make any such endorsement shall not affect the obligations
of the undersigned under this Term Loan A Note.
This Term Loan A Note is one of the Term Loan A Notes referred to in the
Credit Agreement, dated as of May 25, 2006 (as amended, restated, amended and
restated, supplemented or otherwise modified, the "Credit Agreement"), by and
among the Borrower, the Material Domestic Subsidiaries of the Borrower from time
to time party thereto (collectively the "Guarantors"), the lenders from time to
time party thereto (the "Lenders") and Wachovia Bank, National Association, as
administrative agent for the Lenders (the "Administrative Agent"), and the
holder is entitled to the benefits thereof. Capitalized terms used but not
otherwise defined herein shall have the meanings provided in the Credit
Agreement.
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 Term Loan A
Note shall become, or may be declared to be, immediately due and payable, all as
provided therein. In the event this Term Loan A Note is not paid when due at any
stated or accelerated maturity, the Borrower agrees to pay, in addition to
principal and interest, all costs of collection, including reasonable attorneys'
fees.
All parties now and hereafter liable with respect to this Term Loan A Note,
whether maker, principal, surety, endorser or otherwise, hereby waive
presentment, demand, protest and all other notices of any kind.
THIS TERM LOAN A NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401
AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
ARMOR HOLDINGS, INC.,
a Delaware corporation
By:
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Name:
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Title:
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