Seventh Amendment to Loan and Security Agreement



 Exhibit 10.2 
 SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT 
 This SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of this 12th day of November, 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 and Limited Waiver. 
 (a) Section 1 of the Loan Agreement is hereby amended by amending and restating the definition of “Average Excess Availability” to read as follows: 
 “Average Excess Availability” means for any calendar month, the average daily amount of Availability for such month
less the sum of (x) the amount of all payables that are past due by more than 30 days as of the end of such month plus (y) the amount of checks then outstanding as of the end of such month; provided, that (1) for
purposes of calculating the Revolving Loan Limit, the “Maximum Revolving Loan Limit” shall be excluded from such calculation and (2) for purposes of determining whether the financial covenants set forth in Section 14 are required
to be tested solely for the periods ending September 30, 2008, October 31, 2008 and November 30, 2008, clauses (x) and (y) of this definition shall be excluded but shall be included for all other periods. 
 (b) The introductory first paragraph of Section 14 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:










 “Parent and the Borrowers shall maintain and keep in full force and effect each of
the financial covenants set forth below; provided, that to the extent Average Excess Availability at the end of any calendar month is greater than $12,500,000 (or $4,000,000 for the months ending September 30, 2008, October 31,
2008 and November 30, 2008), then the financial covenants set forth under subsections 14(b) and 14(d) below shall not be tested for the month then ending.” 
 (c) Subject to the satisfaction of the applicable conditions to effectiveness set forth in Section 2 herein, the Agent and the Lender hereby waive any Event of Default that arises under
Section 15(b) and Section 15(d) of the Loan Agreement with respect to any representation and warranty made by the Borrowers under Section 11(u) of the Loan Agreement and the covenant contained in
Section 12(c) of the Loan Agreement, in each case which relate solely to the failure by PACA to file IRS/DOL 5500 reports at any time prior to November 12, 2008 with respect to its 401(k) Qualified Plan. The Agent and the Lender hereby
waive compliance by the Borrowers with the provisions contained in Sections 11(u) and 12(c) of the Loan Agreement solely as they relate to such IRS/DOL filings for a period of fifty (50) days commencing on the date that this Amendment
becomes effective in accordance with Section 2 herein. 
 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; 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, and the Loan Agreement is 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, 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; 
  

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 (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 
 (b) the consents and
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 or (iii) constitute a waiver of any provision of the Loan Agreement or any of the Other Agreements, except as specifically set forth
herein. 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. 
  

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 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] 
  

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 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/ James F. Anderson
	 Name:
 Title:
	 	 James F. Anderson
 Chief Financial
Officer


  

			
	POINT BLANK BODY ARMOR INC.
		
	By:	 	/s/ James F. Anderson
	 Name:
 Title:
	 	 James F. Anderson
 Chief Financial
Officer


  
  

			
	LIFE WEAR TECHNOLOGIES, INC.
		
	By:	 	/s/ James F. Anderson
	 Name:
 Title:
	 	 James F. Anderson
 Chief Financial
Officer


  
  
 PARENT: 
  
  

			
	POINT BLANK SOLUTIONS, INC.
		
	By:	 	/s/ James F. Anderson
	 Name:
 Title:
	 	 James F. Anderson
 Chief Financial
Officer


  







 AGENT AND LENDER: 
  

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

		
	By:	 	/s/ Patrick M. Cornell
	 Name:
 Title:
	 	 Patrick M. Cornell
 Vice
President