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
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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.
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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.
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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/ Xxxxxx X. Xxxxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Corporate Controller,
Treasurer and Secretary
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Trustee
By: /s/ Xxxxxxxxx Xxxxx
---------------------------------------
Name: Xxxxxxxxx Xxxxx
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.
X'XXXX-XXXX & XXXXXXXXXX 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. XXXX 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/ Xxxxxx X. Xxxxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
NAP PROPERTIES, LTD.
By: NAP PROPERTY MANAGERS LLC, its
General Partner
By: ARMOR HOLDINGS PROPERTIES, INC.,
its Managing Member
By: /s/ Xxxxxx X. Xxxxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
NAP PROPERTY MANAGERS, LLC
By: ARMOR HOLDINGS PROPERTIES, INC.,
its Managing Member
By: /s/ Xxxxxx X. Xxxxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
ARMOR HOLDINGS PAYROLL SERVICES, LLC
By: /s/ Xxxxxx X. Xxxxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
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/ Xxxxx X. Xxxxx
--------------------------------------
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer,
Treasurer and Secretary
ARMOR HOLDINGS AIRCRAFT, LLC
By: Xxxxx X. Xxxxx
--------------------------------------
Name: Xxxxx X. Xxxxx
Title: Manager and Vice President
ARMOR HOLDINGS GOVERNMENTAL
RELATIONS, LLC
By: Xxxxx X. Xxxxx
--------------------------------------
Name: Xxxxx X. Xxxxx
Title: Manager, Chief Financial
Officer, Treasurer and
Secretary
ARMOR HOLDINGS INFORMATION
TECHNOLOGY, L.L.C.
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Manager and Vice President
AS NEW SUBSIDIARY GUARANTOR:
CENTIGON SALES & MARKETING, LLC
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxxxx
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. Xxxx 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
X'Xxxx-Xxxx & Xxxxxxxxxx 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
