ex101to8k07601_10292009.htm


    Exhibit 10.1

     

    
      


      SIXTEENTH AMENDMENT TO LOAN
AND SECURITY AGREEMENT

      


      


      This
SIXTEENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as
of this 29th day
of October, 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)           The
definition of “Applicable Margin” set forth in Section 1 of the Loan Agreement
is hereby amended and restated in its entirety to read as follows:

       

      “Applicable Margin” means (a)
4.00% for all Term Loans that are Base Rate Loans and (b) 4.00% for all
Revolving Loans that are Base Rate Loans.

       

      (b)           The
definition of “Eligible Accounts” set forth in Section 1 of the Loan Agreement
is hereby amended by adding a new sentence to the end thereof to read as
follows:

       

      “Notwithstanding
any language to the contrary or prior practice by Agent, from and after the
Sixteenth Amendment Effective Date, no Account shall be an Eligible Account
unless (i)  Agent shall have received all documentation requested by
it with respect to the Federal Assignment of Claims Act in connection with any
Account Debtor that is the United States Government or any department, agency or
instrumentality thereof and (ii) the underlying contract shall either explicitly
incorporate by reference the “Assignment of Claims (Jan. 1986)” clause including
its “Alternate I” as set forth in “48 C.F.R. 52.232-23” or include the actual
text of the clause and its Alternate I.”

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (c)           The
definition of “Permitted Liens” set forth in Section 1 of the Loan Agreement is
hereby amended and restated in its entirety to read as follows:

       

      “Permitted Liens” shall mean
(i) liens of lessors under lease agreements and statutory liens of landlords,
carriers, warehousemen, processors, mechanics, materialmen or suppliers incurred
in the ordinary course of business and securing amounts not yet due or declared
to be due by the claimant thereunder; (ii) liens or security interests in favor
of Agent; (iii) zoning restrictions and easements, licenses, covenants and other
restrictions affecting the use of real property that do not individually or in
the aggregate have a material adverse effect on Parent’s or any Borrower’s
ability to use such real property for its intended purpose in connection with
such Parent’s or Borrower’s business; (iv) liens in connection with purchase
money indebtedness and capitalized leases otherwise permitted pursuant to this
Agreement; provided, that such
liens attach only to the specific assets the purchase of which was financed by
such purchase money indebtedness or which is the subject of such capitalized
leases; (v) liens securing the payment of taxes not yet due or the payment of
which is being contested in good faith and by appropriate proceedings; provided, that (a)
adequate reserves for such taxes have been established to the extent required by
generally accepted accounting principles, consistently applied, and (b) no
notice of any such lien has been filed in any jurisdiction; (vi) deposits under
workers compensation, unemployment insurance or social security laws, or to
secure the performance of bids, tenders, contracts or leases, or to secure
statutory obligations, surety or appeal bonds, or other bonds in the ordinary
course of business; (vii) liens securing judgments or awards which do not
constitute Events of Default hereunder and which are being appealed while a stay
is in effect; (viii) the filing of Uniform Commercial Code financing statements
solely as a precautionary measure in connection with operating leases or
consignment of goods; (ix) leases or subleases of property of Parent or any
Borrower, in each case entered into in the ordinary course of such Person’s
business; (x) licenses or sublicenses of intellectual property granted by Parent
or any Borrower in the ordinary course of its business and not interfering in
any material respect with the conduct of the business of Parent and the
Borrowers, taken as a whole; (xi) liens securing Acquired Debt incurred or
assumed in connection with any Permitted Acquisition; provided such liens
attach only (a) in the case of mortgage indebtedness, to the real estate
previously financed by such lienholder, (b) in the case of indebtedness with
respect to capitalized leases, to the assets which are the subject of such
capitalized leases, or (c) in the case of any other indebtedness in respect of
purchase money security interest financing, to the assets which are the subject
of such purchase money security interest financing; it being understood and
agreed that in no event shall any liens under this clause (xii) attach to any
assets constituting Collateral; (xiii) liens securing the Subordinated
Indebtedness if a subordination agreement in favor of Agent and Lenders in form
and substance acceptable to Agent is executed and delivered to Agent relative
thereto (such liens, the “Subordinated Liens”),
(xiv) other liens that secure obligations, the aggregate principal amount of
which does not exceed, as of any date of determination, One Hundred Thousand and
No/100 Dollars ($100,000); and (xv) liens to which Agent has given its prior
written consent.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      (d)           Section
1 of the Loan Agreement is hereby further amended by the addition of the
following definitions, which shall be inserted in their appropriate alphabetical
order:

       

       “Sixteenth Amendment”
means the Sixteenth Amendment to Loan and Security Agreement dated as of October
29th, 2009 among Borrowers, Parent, the Agent and the Lenders signatory
thereto.

      


      “Sixteenth Amendment
Effective Date” means the date on which the conditions set forth in
Section Two of the Sixteenth Amendment are satisfied.

      


      “Sixteenth Amendment
Reserve” means, for the relevant period, (x) the dollar amount of the
“Availability Block” set forth below for such period minus (y) settlement
costs in respect of the Department of Justice matters regarding Zylon and the
investigation commenced by the Securities and Exchange Commission involving
Parent and Borrowers (the “Specific Settlement
Costs”) paid in cash after the Sixteenth Amendment Effective Date in an
aggregate amount not to exceed $1,000,000:

      


      
        	
                START
      DATE

              	
                END
      DATE

              	
                AVAILABILITY
      BLOCK

              
	
                Sixteenth
      Amendment
Effective Date

              	
                November  6,
      2009

              	
                $7,500,000

              
	
                November
      7, 2009

              	
                November
      13, 2009

              	
                $9,000,000

              
	
                November
      14, 2009

              	
                November
      20, 2009

              	
                $10,500,000

              
	
                November
      21, 2009

              	
                November
      27, 2009

              	
                $11,500,000

              
	
                November
      28, 2009

              	
                December
      4, 2009

              	
                $13,500,000

              
	
                December
      5, 2009

              	
                December
      18, 2009

              	
                $17,500,000

              
	
                December
      19, 2009

              	
                December
      25, 2009

              	
                $16,500,000

              
	
                December
      26, 2009

              	
                January
      1, 2010

              	
                $13,500,000

              
	
                January
      2, 2010

              	
                January
      8, 2010

              	
                $11,000,000

              
	
                January
      9, 2010

              	
                January
      22, 2010

              	
                $9,000,000

              
	
                January
      23, 2010

              	
                January
      29, 2010

              	
                $8,500,000

              
	
                January
      30, 2010

              	
                April
      3, 2010

              	
                $7,500,000

              


      

      


      


      “Specific Settlement
Costs”  shall have the meaning specified in the defined term
“Sixteenth Amendment Reserve.”

      


       “Subordinated
Indebtedness” shall have the meaning specified in Section 13(b)(x)
hereof.

      


      “Subordinated Lien”
shall have the meaning specified in clause (xiii) of the definition “Permitted
Liens”.

      


      “Subordination
Agreement” means the Subordination and Intercreditor Agreement dated as
of October 29th, 2009 between Agent and the Subordinated Creditor (as defined
therein) governing the Subordinated Lien and the Subordinated
Indebtedness.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       
 

      (e)           The
definition of “Maximum Revolving Loan Limit” set forth in Section 2(a) of the
Loan Agreement is hereby amended by deleting the reference to the amount of
“Thirty Million and No/100 Dollars ($30,000,000)” and replacing it with the
reference “(A) during the period from the Sixteenth Amendment Effective Date
through January 29, 2010, Fifteen Million and No/100 Dollars ($15,000,000), (B)
during the period from January 30, 2010 through February 11, 2010, Ten Million
and No/100 Dollars ($10,000,000) and (C) from and after February 12, 2010, Five
Million and No/100 Dollars ($5,000,000)”.

       

      (f)           Clause
(v) of Section 2(a) of the Loan Agreement is hereby amended and restated in its
entirety to read as follows:

       

      “(v) the
Sixteenth Amendment Reserve; minus”

       

      (g)           Section
2(a) of the Loan Agreement is hereby further amended by adding one new sentence
to the end of the penultimate paragraph thereof to read as follows:

       

      “Notwithstanding
anything to the contrary herein, all Revolving Loans made on or after the
Sixteenth Amendment Effective Date shall be Base Rate Loans.”

       

      (h)           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 “Initial 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 Lenders agree to make an incremental term
loan to Borrowers on the Sixteenth Amendment Effective Date in an aggregate
principal amount equal to $4,000,000 (herein, the “Incremental Term
Loan”, and together with the Initial Term Loan, the “Term Loan”);
immediately after giving effect to the Incremental Term Loan, the parties hereto
agree that the outstanding principal amount of the Term Loan is
$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 April 3, 2010 (“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 Base Rate
Loan and shall bear interest in accordance with Section 4(a) of this
Agreement.  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, Agent may make demand under that certain Amended and
Restated Corporate Guarantee executed in favor of Agent on October 29, 2009 (as
amended, restated or reaffirmed from time to time, the “Amended and Restated
Corporate Guarantee”) in addition to any other rights and remedies Agent
may exercise under this Agreement and the Other Agreements.  In no
event shall the Term Loan be prepaid prior to the Scheduled Term Loan Maturity
Date without Agent’s prior written consent, except in connection with a
permanent prepayment of all the Liabilities and termination of all Revolving
Loan Commitments.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      (ii)  Any Event of Default
resulting from the non-payment of any portion of the Term Loan when due and
payable shall be deemed waived upon the satisfaction of such payment in full in
cash though a payment by the guarantor under the Amended and Restated Corporate
Guarantee within three (3) Business Days of such Event of Default.”

       

      (i)           Section
2 of the Loan Agreement is hereby further amended by deleting in its entirety
subsection (f) thereof.

       

      (j)           Section
3(a) of the Loan Agreement is hereby amended by deleting the reference to
“Applicable Margin in respect of LIBOR Rate Loans” and replacing it with
“Applicable Margin in respect of Revolving Loans that are Base Rate
Loans”.

       

      (k)           Section
4(c) of the Loan Agreement is hereby amended by adding a new subsection (vi) to
the end thereof to read as follows:

       

      “In
consideration of the Sixteenth Amendment, a $350,000 fee shall be earned in full
on the Sixteenth Amendment Effective Date and payable by Borrowers to Agent, for
the ratable benefit of Lenders executing the Sixteenth Amendment, as follows:
(A) $200,000 of such fee shall be paid on the Sixteenth Amendment Effective
Date and (B) to the extent that on January 31, 2010 (x) all Loans and other
Liabilities (other than contingent indemnification obligations as to which no
unsatisfied claim has been asserted) have not been paid in full, (y) all Letter
of Credit Obligations, if any, are not cash collateralized in an amount equal to
110% of the amount of Letter of Credit Obligations and (z) this Agreement is not
terminated, Borrowers shall pay to Agent the remaining $150,000 on
January 31, 2010.”

       

      (l)           Section
13(b) of the Loan Agreement is hereby amended and restated in its entirety to
read as follows:

       

      “(b)           Indebtedness.  Neither
Parent nor any Borrower shall create, incur, assume or become obligated
(directly or indirectly), for any loans or other indebtedness for borrowed money
other than the Loans and Liabilities, except that Parent or any of the Borrowers
may (i) borrow money from a Person other than Agent and Lenders on an unsecured
and subordinated basis if a subordination agreement in favor of Agent and
Lenders and in form and substance satisfactory to Agent is executed and
delivered to Agent relative thereto; (ii) maintain the existing indebtedness
listed on Schedule
13(b) hereto; (iii) incur unsecured indebtedness to trade creditors in
the ordinary course of business and for the financing of the payment of
insurance premiums; (iv) incur indebtedness to extend, renew, replace or
refinance any indebtedness expressly permitted hereunder that does not (a)
accelerate the scheduled date for payment thereof, (b) increase the principal
amounts thereof, (c) materially increase any interest rate or fees applicable
thereto, (d) add additional obligors therefor, (e) enhance the collateral
thereof or the priority thereof, or (f) include terms and conditions with
respect to Parent or any Borrower which are more burdensome or restrictive in
any material respect than those included in the indebtedness so extended,
renewed, replaced or refinanced; (v) [intentionally
omitted]; (vi) incur indebtedness consisting of guaranties or similar contingent
obligations if the primary obligations are permitted hereunder (in which case,
such guaranties or contingent obligations shall not be considered additional
indebtedness); (vii) incur purchase money indebtedness or capitalized lease
obligations in connection with Capital Expenditures permitted pursuant to subsection 14(a)
hereof in an aggregate principal amount not to exceed One Million and No/100
Dollars ($1,000,000) during any Fiscal Year; (ix) incur indebtedness on account
of intercompany loans permitted under subsection 13(f)
hereof; (x) incur indebtedness pursuant to the terms of the Amended and Restated
Corporate Guarantee in an amount equal to the cash payments made by the
guarantor under the Amended and Restated Corporate Guarantee if a subordination
agreement in favor of Agent and Lenders in form and substance acceptable to
Agent is executed and delivered to Agent relative thereto (the “Subordinated
Indebtedness”) and (xi) incur other unsecured indebtedness up to Two
Hundred Fifty Thousand and no/100 Dollars ($250,000) in principal amount in any
Fiscal Year.”

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      (m)           Section
14 of the Loan Agreement is hereby amended and restated in its entirety to read
as follows:

       

      “14.  FINANCIAL
COVENANTS

       

      Parent
and the Borrowers shall maintain and keep in full force and effect each of the
financial covenants set forth below;

       

      (a)  Capital
Expenditures.

       

      Parent
and Borrowers shall not make any Capital Expenditure if, after giving effect to
such Capital Expenditure, the aggregate cost of all such fixed assets purchased
or otherwise acquired by Parent and Borrowers would exceed the amounts set forth
below for the period set forth below.


       

      
        	
                Period

              	
                Amount

              
	
                Twelve
      months ending December 31, 2009

              	
                $1,950,000

              
	
                One
      month ending January 31, 2010

              	
                $225,000

              
	
                Two
      months ending February 28, 2010

              	
                $450,000

              
	
                Three
      months ending March 31, 2010

              	
                $675,000

              


      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      (b)  Minimum
EBITDA.  Parent and Borrowers on a consolidated basis shall
have, at the end of each period set forth below, EBITDA for such period of not
less than the following:

       

      
        	
                Period

              	
                Amount

              
	
                One
      month ending October 31, 2009

              	
                ($1,750,000)

              
	
                Two
      months ending November 30, 2009

              	
                ($1,750,000)

              
	
                Three
      months ending December 31, 2009

              	
                ($750,000)

              
	
                Four
      months ending January 31, 2010

              	
                $1,000

              
	
                Five
      months ending February 28, 2010

              	
                $750,000

              


      

      


       

      (c)  [Intentionally
Omitted]

       

      (d)  Minimum Net
Worth.  Parent and Borrowers on a consolidated basis shall
have, at each date set forth below, Net Worth for such date of not less than the
following:

       

      
        	
                Date

              	
                Amount

              
	
                September
      30, 2009

              	
                $6,000,000

              
	
                October
      31, 2009

              	
                $5,000,000

              
	
                November
      30, 2009

              	
                $5,000,000

              
	
                December
      31, 2009

              	
                $5,000,000

              
	
                January
      31, 2010

              	
                $5,250,000

              
	
                February
      28, 2010

              	
                $5,750,000

              


      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      (e)  Minimum
Availability.  Parent and the Borrowers shall not permit
Availability plus unrestricted
cash on hand to be less than $2,000,000 at any time; provided, that the
amount of unrestricted cash on hand shall be excluded from the foregoing
calculation of $2,000,000 at any time when the outstanding principal amount of
Revolving Loans exceeds $2,500,000.”

       

      (n)           Section
15 of the Loan Agreement is hereby amended by adding a new Section 15(o) to the
end thereof to read as follows:

       

      “(o)           Default
or Invalidity of Subordination Agreement.

       

      (i) The
occurrence of a default under, or any breach of any provision of, the
Subordination Agreement or Amended and Restated Corporate Guarantee or (ii) the
Subordination Agreement or Amended and Restated Corporate Guarantee or any
material provisions thereof shall at any time and for any reason be declared by
a court of competent jurisdiction to be null and void, or a proceeding shall be
commenced by Parent or any Borrower or any other person, or by any governmental
authority, seeking to establish the invalidity or unenforceability thereof
(exclusive of questions of interpretation of any provision
thereof).”

       

      (o)           Exhibit
A to the Loan Agreement (Compliance Certificate) is hereby amended and restated
in the form of Annex
A to this Amendment.

       

      (p)           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 the
reference to the date “October 30, 2009” and replacing it with the date “April
3, 2010”.

       

      (q)           Parent
and Borrowers acknowledge and agree to be bound by the terms of the
Subordination Agreement and the Amended and Restated Corporate
Guarantee.

       

      (r)           Agent
and Lenders hereby waive any Event of Default arising under Section 15(n) of the
Loan Agreement that may arise solely as a result of the incurrence of the
Specific Settlement Costs by Parent or any of the Borrowers to the extent the
aggregate amount of such Specific Settlement Costs do not exceed
$6,500,000.

       

      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;

       

      (c)           The
representations and warranties contained herein shall be true and correct in all
material respects;

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      (d)           Agent
shall have received, for the ratable benefit of the Lenders, an amendment fee in
the amount of $200,000 which shall be fully earned and payable on the date
hereof; and

       

      (e)           Agent
shall have received (i) the Amended and Restated Corporate Guarantee,
(ii) an amendment to that certain side letter dated as of October 31, 2008
in favor of Parent, (iii) the note evidencing the Subordinated Indebtedness and
the Subordinated Lien and (iv) the Subordination Agreement, in each case in form
and substance satisfactory to Agent.

       

      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 their terms, except as their enforceability may be
affected by the effect of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to or affecting the rights or remedies of creditors generally, and by
general limitations on the availability of equitable remedies;

       

      (c)           neither
the execution, delivery and performance of this Amendment by Amendment Parties,
the performance by Amendment Parties of the Loan Agreement nor the consummation
of the transactions contemplated hereby does or shall contravene, result in a
breach of, or violate (i) any provision of any Amendment Party’s certificate or
articles of incorporation or bylaws or other similar documents, or agreements,
(iii) any law or regulation, or any order or decree of any court or government
instrumentality, or (iii) any indenture, mortgage, deed of trust, lease,
agreement or other instrument to which any Amendment Party or any of its
Subsidiaries is a party or by which any Amendment Party or any of its
Subsidiaries or any of their property is bound, except in any such case to the
extent such conflict or breach has been waived or consented to herein or by a
written waiver document, a copy of which has been delivered to Agent on or
before the date hereof; and

       

      (d)           no
Default or Event of Default has occurred and is continuing after giving effect
to this Amendment.

       

      SECTION
4.   Reference to and Effect Upon
the Loan Agreement.

       

      (a)           Except
as specifically set forth above, the Loan Agreement and each of the Other
Agreements shall remain in full force and effect and are hereby ratified and
confirmed; and

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      (b)           the
amendments set forth herein are effective solely for the purposes set forth
herein and shall be limited precisely as written, and shall not be deemed to (i)
be a consent to any amendment, waiver or modification of any other term or
condition of the Loan Agreement or any of the Other Agreements except as
specifically set forth herein, (ii) operate as a waiver or otherwise prejudice
any right, power or remedy that Agent or Lenders may now have or may have in the
future under or in connection with the Loan Agreement or any of the Other
Agreements except as specifically set forth herein, (iii) constitute a waiver of
any provision of the Loan Agreement or any of the Other Agreements, except as
specifically set forth herein, or (iv) constitute a waiver of any Event of
Default existing on the date hereof or arising after the date hereof except as
specifically set forth herein and Agent and Lenders hereby reserve all rights
and remedies under the Loan Agreement and the Other Agreements as a result of
such Events of Default.  Upon the effectiveness of this Amendment,
each reference in the Loan Agreement to “this Agreement”, “herein”, “hereof” and
words of like import and each reference in the Loan Agreement and the Other
Agreements to the Loan Agreement shall mean the Loan Agreement as amended
hereby.  This Amendment shall be construed in connection with and as
part of the Loan Agreement.  Each Amendment Party hereby acknowledges
and agrees that there is no defense, setoff or counterclaim of any kind, nature
or description to the Liabilities or the payment thereof when due.

       

      SECTION 5.  Costs And
Expenses.  To the extent provided in Section 4(c)(iv) of
the Loan Agreement, Borrowers agree to reimburse Agent for all fees, costs, and
expenses, including the reasonable fees, costs, and expenses of counsel or other
advisors for advice, assistance, or other representation in connection with this
Amendment.

       

      SECTION 6.  GOVERNING
LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS OF THE STATE OF NEW YORK.

       

      SECTION 7.  Headings.  Section
headings in this Amendment are included herein for convenience of reference only
and shall not constitute part of this Amendment for any other
purposes.

       

      SECTION 8.  Counterparts.  This
Amendment may be executed in any number of counterparts, each of which when so
executed shall be deemed an original, but all such counterparts shall constitute
one and the same instrument.

       

      [Signature
Pages Follow]

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      
        IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment
as of the date first written above.

         

        BORROWERS:

        


        


        
          	
                  PROTECTIVE
      APPAREL

                  CORPORATION
      OF AMERICA

                
	 
      
	
                  By:

                	
                  
                    /s/
      Jim Henderson

                  

                
	
                  Name:

                	
                  
                    Jim
      Henderson

                  

                
	
                  Title:

                	
                  
                    President

                  

                


        

         

        
          	
                  POINT
      BLANK BODY ARMOR INC.

                
	 
      
	
                  By:

                	
                  
                    /s/
      Jim Henderson

                  

                
	
                  Name:

                	
                  
                    Jim
      Henderson

                  

                
	
                  Title:

                	
                  
                    President

                  

                


        

        


        


        
          	
                  LIFE
      WEAR TECHNOLOGIES, INC.

                
	 
      
	
                  By:

                	
                  
                    /s/
      Jim Henderson

                  

                
	
                  Name:

                	
                  
                    Jim
      Henderson

                  

                
	
                  Title:

                	
                  
                    President

                  

                


        

        


        


        


        


        
          	
                  PARENT:

                
	 
      
	 
      
	
                  POINT
      BLANK SOLUTIONS, INC.

                
	 
      
	
                  By:

                	
                  
                    /s/
      Jim Henderson

                  

                
	
                  Name:

                	
                  
                    Jim
      Henderson

                  

                
	
                  Title:

                	
                  
                    Chief
      Executive Officer

                  

                


        

         

         

         

         

        
          [Signature
Page to Sixteenth Amendment to Loan and Security Agreement]

           

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        


        
          	
                  AGENT
      AND LENDER:

                
	 
      
	
                  BANK
      OF AMERICA, N.A., as successor by merger to LaSalle
      Business Credit, LLC

                
	 
      
	 
      
	 
      
	
                  By:

                	
                  
                    /s/
      Patrick M. Cornell

                  

                
	
                  Name:

                	
                  
                    Patrick
      M. Cornell

                  

                
	
                  Title:

                	
                  
                    Senior
      Vice President

                  

                


        

        

           

           

           

           

           

          [Signature
Page to Sixteenth Amendment to Loan and Security Agreement]