Exhibit 10.1
SIXTH AMENDMENT TO LOAN AND
SECURITY AGREEMENT
This SIXTH AMENDMENT TO LOAN AND
SECURITY AGREEMENT (this “ Amendment ”) is
entered into as of this 31st day of October, 2008 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 amendment 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. Amendment to Loan
Agreement .
(a) Section 2 of the Loan
Agreement is hereby amended by adding a new Section 2(e) to
the end thereof to read as follows:
“(e) Term Loan . The
parties hereto agree that as of October 31, 2008, a portion of
the outstanding principal amount of Revolving Loans equal to
$10,000,000 shall be converted into a separate term loan issued by
the Borrowers in the original principal amount of $10,000,000
(herein, the “Term Loan”) evidenced by this Agreement
and any promissory note executed under Section 2(c) of this
Agreement and shall be allocated ratably to the Lenders holding
Revolving Loans as of such date. Simultaneously with such
conversion, the outstanding principal amount of the Revolving Loans
shall be deemed to be reduced by $10,000,000. The obligation of the
Borrowers to repay the Term Loan shall be joint and several and the
Term Loan, together with all accrued and unpaid interest thereon,
shall be repaid in full on January 30, 2009 (“Scheduled
Term Loan Maturity Date”) or earlier, if required to be
repaid in accordance with Section 16 of this Agreement. The
Term Loan shall at all times be a Prime Rate
Loan and shall bear interest in
accordance with Section 4(a) of this Agreement. On or prior to
the Scheduled Term Loan Maturity Date, Borrowers may repay the Term
Loan in full, together with all accrued and unpaid interest
thereon, from proceeds of Revolving Loans up to an amount such that
Availability is not less than $5,000,000 after giving effect to
such repayment. If the outstanding principal amount of the Term
Loan, together with accrued and unpaid interest thereon, is not
paid on the Scheduled Term Loan Maturity Date (or such earlier date
when due), Agent may make demand under that certain Corporate
Guaranty executed in favor of Agent on October 31, 2008 in
addition to any other rights and remedies Agent may exercise under
this Agreement and the Other Agreements.
(b) Section 10 of the Loan
Agreement is hereby amended by deleting the second clause
(C) therein and by amending and restating the second clause
(B) therein to read as follows:
“or (B) in the event
Borrowers terminate this Agreement and prepay all of the
Liabilities after April 3, 2008 but before the expiration of
the Original Term or any then current Renewal Term, as applicable,
then, in such event, on the date of such prepayment the Borrowers
shall jointly and severally pay to Agent an amount equal to
three-fourths percent (0.75%) of the Maximum Revolving Loan Limit
in effect on such date.”
(c) Section 13 of the Loan
Agreement is hereby amended by adding two new subsections
(p) and (q) thereto to read as follows:
“(p) Side Letter . No
amendment or other modification shall be made to that certain
letter agreement delivered to Agent on October 31, 2008 and
dated as of October 31, 2008 between Point Blank Solutions,
Inc. and the other Persons party thereto without the prior written
consent of the Agent.
(q) Amendment Fee . To the
extent the Term Loan under Section 2(e) is not rep
