Exhibit 10.2
THIRTEENTH AMENDMENT TO LOAN
AND SECURITY AGREEMENT
This THIRTEENTH AMENDMENT TO LOAN
AND SECURITY AGREEMENT (this “ Amendment ”) is
entered into as of this 30 th day of July, 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 14(b) of the Loan
Agreement is hereby amended by amending and restating the last
sentence at the end thereof to read as follows:
“Notwithstanding the
foregoing, the parties agree that the minimum EBITDA covenant
requirement for the periods ending April 30,
2009, May 31, 2009 and June 30, 2009 only shall not
be tested.”
(b) Section 14(d) of the Loan
Agreement is hereby amended by amending and restating the last
sentence at the end thereof to read as follows:
“Notwithstanding the
foregoing, the parties agree that the minimum Net Worth covenant
requirement for the periods ending April 30,
2009, May 31, 2009 and June 30, 2009 only shall not
be tested.”
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 after giving effect to this
Amendment; and
(c) The representations and
warranties contained herein shall be true and correct in all
material respects.
SECTION 3. Representations and
Warranties . In order
to induce Agent and each Lender to enter into this Amendment, each
Amendment Party hereby represents and warrants to Agent and each
Lender, which representations and warranties shall survive the
execution and delivery of this Amendment, that:
(a) all of the representations and
warranties contained in the Loan Agreement and in each of the Other
Agreements are true and correct in all material respects as of the
date hereof after giving effect to this Amendment, except to the
extent that any such representations and warranties expressly
relate to an earlier date;
(b) the execution, delivery and
performance by Amendment Parties of this Amendment has been duly
authorized by all necessary corporate action required on their part
and this Amendment, the Loan Agreement and the Other Agreements are
the legal, valid and binding obligation of Amendment Parties
enforceable against Amendment Parties in accordance with its terms,
except as its enforceability may be affected by the effect of
bankruptcy, insolvency, fraudulent conveyance, reorg
