Exhibit 10.1
EIGHTH AMENDMENT TO LOAN AND
SECURITY AGREEMENT
This EIGHTH AMENDMENT TO LOAN AND
SECURITY AGREEMENT (this “ Amendment ”) is
entered into as of this 30th day of January, 2009 by and among BANK
OF AMERICA, N.A., as successor by merger to LaSalle Business
Credit, LLC, as administrative agent and collateral agent (in such
agent capacities, “ Agent ”) for itself and all
other lenders from time to time a party hereto (“
Lenders ”), located at 135 South LaSalle Street,
Chicago, Illinois 60603-4105, PROTECTIVE APPAREL CORPORATION OF
AMERICA, a New York corporation (“ PACA ”),
POINT BLANK BODY ARMOR INC., a Delaware corporation (“
Point Blank ”) and LIFE WEAR TECHNOLOGIES, INC., a
Florida corporation (“ Life Wear ”, and together
with PACA and Point Blank, collectively, the “
Borrowers ” and each, individually, a “
Borrower ”) and POINT BLANK SOLUTIONS, INC., a
Delaware corporation (the “ Parent ” and a
“ Guarantor ”). Unless otherwise specified
herein, capitalized terms used in this Amendment shall have the
meanings ascribed to them by the Loan Agreement (as hereinafter
defined).
RECITALS
WHEREAS, Borrowers, Parent, Agent
and Lenders have entered into that certain Amended and Restated
Loan and Security Agreement dated as of April 3, 2007 (as
amended, supplemented, restated or otherwise modified from time to
time, the “ Loan Agreement ”);
WHEREAS, Borrowers, Parent, Agent
and Lenders have agreed to the amendments set forth
herein;
NOW THEREFORE, in consideration of
the foregoing recitals, mutual agreements contained herein and for
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Borrowers, Parent, Agent and Lenders
hereby agree as follows:
SECTION 1. Amendments and
Limited Waivers .
(a) The definition of
“Applicable Margin” set forth in Section 1 of the
Loan Agreement is hereby amended and restated to read as
follows:
“ Applicable Margin
” means a percentage equal to: (i) with respect to all
Prime Rate Loans, 0.50%; and (ii) with respect to all LIBOR
Rate Loans, 2.75%.
(b) Section 2(e) of the Loan
Agreement is hereby amended by deleting reference to the date
“January 30, 2009” and replacing it with the date
“April 30, 2009”.
(c) Section 9(d) of the Loan
Agreement is hereby amended by adding the following new sentence to
the end thereof to read as follows:
“Notwithstanding the
foregoing, with respect to the projections described above required
to be delivered for the Fiscal Year ending December 31, 2009,
Borrowers shall deliver such projections on or prior to
February 20, 2009.”
(c) The Term Note in the principal
amount of $10,000,000 executed on October 31, 2008 by
Borrowers in favor of Bank of America, N.A. is hereby amended by
deleting reference to the date “January 30, 2009” and
replacing it with the date “April 30, 2009”.
(d) The Agent and the Lender hereby
waive (i) any Event of Default that arises under
Section 15(b) and Section 15(d) of the Loan
Agreement with respect to any representation and warranty made by
the Borrowers under Section 11(u) of the Loan Agreement
and the covenant contained in Section 12(c) of the Loan
Agreement, in each case which relate solely to the failure by PACA
to file IRS/DOL 5500 reports at any time prior to March 21,
2009 with respect to its 401(k) Qualified Plan,
(ii) compliance by the Borrowers with the provisions contained
in Sections 11(u) and 12(c) of the Loan Agreement solely as
they relate to such IRS/DOL filings for a period of fifty
(50) days commencing on the date that this Amendment becomes
effective in accordance with Section 2 herein and
(iii) the restrictions on amendments set forth in
Section 13(p) of the Loan Agreement for the sole purpose of
permitting the parties thereto to enter into an amendment to such
side letter on the date hereof which shall be in form and substance
satisfactory to Agent.
SECTION 2.
Effectiveness .
The effectiveness of this Amendment is subject to the satisfaction
of each of the following conditions precedent:
(a) This Amendment shall have been
duly executed and delivered by Borrowers and Parent (collectively,
“ Amendment Parties ”), Agent and each
Lender;
(b) No Default or Event of Default
shall have occurred and be continuing;
(c) The representations and
warranties contained herein shall be true and correct in all
material respects;
(d) Agent shall have received a
reaffirmation of that certain Corporate Guarantee dated as of
October 31, 2008 in favor of Agent, in form and substance
satisfactory to Agent;
(e) Agent shall have received
amendment to that certain side letter dated as of October 31,
2008 in favor of Point Blank Solutions, Inc.; and
(f) Agent shall have received an
amendment fee in the amount of $10,000 earned in full and payable
on the date hereof.
SECTION 3. Representations and
Warrant
