AGREEMENT AND PLAN OF MERGER BY AND AMONG COLT DEFENSE LLC, NEW COLT ACQUISITION CORP., NEW COLT HOLDING CORP. AND DONALD E. ZILKHA AND EDWARD L. KOCH III, AS STOCKHOLDER REPRESENTATIVES July 12, 2013Agreement and Plan of Merger • July 15th, 2013 • Colt Defense LLC • Ordnance & accessories, (no vehicles/guided missiles) • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 12, 2013, by and among Colt Defense LLC, a Delaware limited liability company (“Parent”), New Colt Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), New Colt Holding Corp., a Delaware corporation (the “Company”), and Donald E. Zilkha and Edward L. Koch III, as the Stockholder Representatives (the “Stockholder Representatives”).
OPTION AGREEMENTOption Agreement • July 15th, 2013 • Colt Defense LLC • Ordnance & accessories, (no vehicles/guided missiles) • Connecticut
This Option Agreement (this “Agreement”), is made and entered into as of July 12, 2013 (the “Effective Date”), by and among Colt’s Manufacturing Company LLC, a Delaware limited liability company (“Optionholder”), Colt Archive Properties LLC, a Delaware limited liability company (the "Company"), Donald E. Zilkha (“Zilkha”) and John P. Rigas (“Rigas” and, together with Zilkha, the “Owners”).
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • July 15th, 2013 • Colt Defense LLC • Ordnance & accessories, (no vehicles/guided missiles) • New York
AMENDMENT NO. 4 TO CREDIT AGREEMENT, dated as of July 12, 2013 (this “Amendment No. 4”), is by and among Wells Fargo Capital Finance, LLC, a Delaware limited liability company, as agent for the Lenders (as hereinafter defined) pursuant to the Credit Agreement as defined below (in such capacity, together with its successors and assigns, and any replacement, in such capacity, “Agent”), the parties to the Credit Agreement as lenders (individually, each a “Lender” and collectively, “Lenders”), Colt Defense LLC, a Delaware limited liability company (“Parent”), Colt Canada Corporation, a Nova Scotia corporation (“Canadian Borrower” and, together with Parent, each individually an “Existing Borrower” and collectively, “Existing Borrowers”), Colt Finance Corp., a Delaware corporation (“Colt Finance”), Colt Defense Technical Services LLC, a Delaware limited liability company (“CDTS”), Colt International Coöperatief U.A., a cooperative formed under Dutch law (“Dutch Holdings” and, together with C
INDENTURE SUPPLEMENTIndenture Supplement • July 15th, 2013 • Colt Defense LLC • Ordnance & accessories, (no vehicles/guided missiles) • New York
This Supplemental Indenture, dated as of July 12, 2013 (this “Supplemental Indenture” or “Guarantee”), among New Colt Holding Corp. (as successor by merger to New Colt Acquisition Corp.) and Colt’s Manufacturing Company LLC (the “New Subsidiary Guarantors”), Colt Defense LLC (together with its successors and assigns, the “Company”), Colt Finance Corp. (“Colt Finance” and, together with the Company, the “Issuers”), each other then existing Subsidiary Guarantor under the Indenture referred to below, and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as Trustee under the Indenture referred to below.
SERVICES AGREEMENTServices Agreement • July 15th, 2013 • Colt Defense LLC • Ordnance & accessories, (no vehicles/guided missiles) • Connecticut
THIS SERVICES AGREEMENT (this “Agreement”), is made as of July 12, 2013 (the “Effective Date”), by and among Colt Defense LLC, a Delaware limited liability company (“Defense”), Colt Archive Properties LLC, a Delaware limited liability company (“Owner”), and Colt’s Manufacturing Company LLC, a Delaware limited liability company (“Servicer”).
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • July 15th, 2013 • Colt Defense LLC • Ordnance & accessories, (no vehicles/guided missiles) • New York
This Consulting Services Agreement (“Agreement”), dated July 12, 2013, is by and between SCIENS INSTITUTIONAL SERVICES LLC, a Delaware limited liability company (“Provider”), and COLT DEFENSE LLC, a Delaware limited liability company (“Company”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF COLT DEFENSE LLC Dated as of June 12, 2003 REFLECTING THE AMENDMENTS ADOPTED as of July 9, 2007, August 11, 2011, March 2012 and June 28, 2013Limited Liability Company Agreement • July 15th, 2013 • Colt Defense LLC • Ordnance & accessories, (no vehicles/guided missiles) • Delaware
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, made and entered into as of the 12th day of June, 2003 and amended as of the 9th day of July, 2007, the 11th day of August, 2011, March, 2012 and the 28th day of June, 2013, by and among Colt Defense Holding LLC, a Delaware limited liability company (“C-Defense Holding”), and Colt Defense LLC, a Delaware limited liability company (the “Company”). Certain capitalized terms used in this Agreement have the respective meaning ascribed thereto in Article I.
LIMITED LIABILITY COMPANY INTERESTS PURCHASE AGREEMENTLimited Liability Company Interests Purchase Agreement • July 15th, 2013 • Colt Defense LLC • Ordnance & accessories, (no vehicles/guided missiles) • New York
All or portions of the stock, membership interests and assets of the above Subsidiaries are subject to Liens in favor of Wells Fargo Capital Finance, LLC, as agent.
TERM LOAN AGREEMENT by and among COLT DEFENSE LLC, COLT FINANCE CORP., NEW COLT ACQUISITION CORP. (WHICH ON THE CLOSING DATE SHALL BE MERGED WITH AND INTO), NEW COLT HOLDING CORP. (WITH NEW COLT HOLDING CORP. SURVIVING THE MERGER), COLT’S...Term Loan Agreement • July 15th, 2013 • Colt Defense LLC • Ordnance & accessories, (no vehicles/guided missiles) • New York
WHEREAS, pursuant to the Target Acquisition Agreement (as hereinafter defined), Acquisition Sub shall merge with and into New Colt, with New Colt as the surviving entity and, upon consummation of the Merger, Parent shall own 100% of the Equity Interests of New Colt;
