Exhibit 10.1
TWELFTH AMENDMENT TO LOAN AND
SECURITY AGREEMENT
This TWELFTH AMENDMENT TO LOAN AND SECURITY
AGREEMENT (this “ Amendment ”) is entered into
as of this 29th day of May, 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:
(a) Section
2 of the Loan Agreement is hereby amended by amending and restating
Section 2(e) to read as follows:
“(e)
Term Loan . (i) 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 August 30, 2009 (“Scheduled Term
Loan Maturity Date”) or earlier, if required to be repaid in
accordance with clause (ii) below or Section 16 of this
Agreement. The Term Loan shall at all times be a Base
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 (but
not in part), together with all accrued and unpaid interest
thereon, from proceeds of Revolving Loans up to an amount such that
Availability is not less than $2,000,000 after giving effect to
such repayment ( provided , that such $2,000,000
Availability level shall be deemed adjusted downward by the amount
of any additional availability blocks over $3,000,000 that are
added pursuant to subsection 2(a)(v) but in no event shall such
Availability level be less than $0). 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 (as amended, restated or reaffirmed from time to
time, the “Corporate Guaranty”) in addition to any
other rights and remedies Agent may exercise under this Agreement
and the Other Agreements.
(ii) Notwithstanding anything herein
to the contrary, Borrowers agree to prepay the principal amount of
the Term Loan on June 30, 2009 in the principal amount of
$1,500,000 and on July 30, 2009 in the principal amount of
$1,500,000. On such installment due dates, Borrowers may
make such prepayments from proceeds of Revolving Loans up to an
amount such that Availability is not less than $2,000,000 after
giving effect to such prepayment ( provided , that such
$2,000,000 Availability level shall be deemed adjusted downward by
the amount of any additional availability blocks over $3,000,000
that are added pursuant to subsection 2(a)(v) but in no event shall
such Availability level be less than $0). If any such
prepayment installment is not paid on the date specified in this
clause (ii), Agent may make demand under the Corporate Guaranty for
any balance owing on such installment in addition to any other
rights and remedies Agent may exercise under this Agreement and the
Other Agreements.
(iii) To the
extent the Term Loan under Section 2(e) is not repa
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