Exhibit 10.1
TENTH AMENDMENT TO LOAN AND
SECURITY AGREEMENT
This TENTH AMENDMENT
TO LOAN AND SECURITY AGREEMENT (this “ Amendment
”) is entered into as of this 30 th day of April, 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 .
(a) Section 2(e) of the Loan
Agreement is hereby amended by deleting reference to the date
“April 30, 2009” and replacing it with the date
“May 29, 2009”. Borrowers hereby agree and acknowledge
that to the extent the Term Loan under Section 2(e) is not
repaid on May 29, 2009, Borrowers shall pay to Agent an
additional $50,000 amendment fee on May 29, 2009 in connection
with that certain Sixth Amendment to Loan and Security Agreement
dated as of October 31, 2008 among Borrowers, Parent, Lenders
party thereto and Agent, which fee shall be for the ratable benefit
of the Lenders executing such amendment.
(b) The definition of
“Eligible Account” set forth in Section 1
of the Loan Agreement is hereby amended by amending and restating
clause (xv) in its entirety to read as follows:
“(xv) it is not an Account
owing by an Account Debtor which, when added to all other
indebtedness to Parent and Borrowers owing by such Account Debtor,
exceeds: (A) 20% of all Accounts owing by all Account Debtors
except DFAS and Federal Prison Industries, Inc.; provided ,
however , that at no time shall the Accounts owing by DFAS
exceed 80% of all Accounts owing by all Account
Debtors and at no time shall the
Accounts owing by Federal Prison Industries, Inc. exceed 75% of all
Accounts owing by all Account Debtors, or (B) a credit limit
determined by Agent in its sole discretion, exercised in a
commercially reasonable manner, for that Account Debtor (except
that (i) Accounts excluded from “ Eligible
Accounts ” solely by reason of this clause (xv)
shall be “ Eligible Accounts ” to the
extent of such credit limit and (ii) Agent will not establish
any credit limit under this clause (B) for the United
States Government so long as no Default or Event of Default has
occurred and is continuing);”
(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 “April 30, 2009” and
replacing it with the date “May 29, 2009”.
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; and
(e) Agent shall have received
amendment to that certain side letter dated as of October 31,
2008 in favor of Point Blank Solutions, Inc.
SECTION 3.
