exv10w2






Exhibit 10.2




EXECUTION VERSION




FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT




     THIS FIRST AMENDMENT (this “Amendment”), dated as of October
22, 2010, by and among ADS TACTICAL, INC. (formerly known as Tactical Holdcorp,
Inc.), a Delaware corporation (“Holdings”), ATLANTIC DIVING SUPPLY,
INC. (d/b/a ADS, Inc.), a Virginia corporation (the “Company”), the
Subsidiaries of the Company identified as “Borrowers” on the signature pages
hereto (together with the Company, the “Borrowers”), MAR-VEL
INTERNATIONAL, INC., a New Jersey corporation and each additional Subsidiary of
the Company identified as a “Guarantor” on the signature pages hereto
(collectively, the “Subsidiary Guarantors” and, together with Holdings,
the “Guarantors”), the Lenders signatory hereto, and WELLS FARGO BANK,
NATIONAL ASSOCIATION (as successor by merger to Wachovia Bank, National
Association), a national banking association, as administrative agent for the
Lenders (“Administrative Agent”).



STATEMENT OF PURPOSE




     WHEREAS, the Borrowers, the Guarantors, the Lenders and the
Administrative Agent are parties to that certain Loan and Security Agreement
dated as of February 18, 2010 (as amended, restated, supplemented or otherwise
modified from time to time, the “Loan Agreement”).



     WHEREAS, the Borrowers have requested certain amendments and
modifications to and under the Loan Agreement as more particularly described
herein.



     WHEREAS, the Administrative Agent and the Lenders are willing to consent
to such requests and have agreed to make such amendments and modifications to
and under the Loan Agreement as provided herein.



     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:



     SECTION
1 Capitalized Terms. All capitalized undefined terms used in this
Amendment (including, without limitation, in the Statement of Purpose hereto)
shall have the meanings assigned thereto in the Loan Agreement.



     SECTION 2 Amendments. Subject to and in accordance with the terms
and conditions set forth herein, and effective on and after the First Amendment
Effective Date (as defined in Section 5 below), the Loan Agreement is
hereby amended as follows:




     (a) Amendments to Section 1.1. Section 1.1
of the Loan Agreement is hereby amended by amending the
following definitions in the manner described below:




	 	(i)	 	The definition of “Cash Dividends” is hereby amended and restated in its entirety as follows:
	 
	 	 	 	“Cash Dividends” means, for any applicable
period of computation, the aggregate amount of all
Restricted Payments paid in cash by the Company
pursuant to Section 10.6(c)(ii) and Section 10.6(e)
during such period. For the avoidance of doubt, “Cash
Dividends” shall not include the Term Loan Dividend.




 









 












	 	(ii)	 	The definition of “Fixed
Charges” is hereby amended and restated in its entirety
as follows:
	 
	 	 	 	     “Fixed Charges” means, for any
applicable period of computation, without duplication,
the sum of (a) all Interest Expense paid in cash by
the Borrowers for such period plus (b)
Scheduled Indebtedness Payments made by the Borrowers
during such period plus
(c) all Arsenal Venture Partners Investments
made during such period plus (d) any taxes
paid or payable during such period in connection
with Arsenal Venture Partners Investments
plus (e) Cash Dividends paid in cash by the
Borrowers for such period. For the avoidance of doubt,
the Term Loan Dividend shall not be included in the
calculation of the Fixed Charges.
	 
	 	(iii)	 	The definition of “Loan
Documents” is hereby amended to include the phrase “the
Intercreditor Agreement,” after the phrase “the Pledge
Agreement,”.
	 
	 	(iv)	 	The definition of “Material
Contract” is hereby amended and restated in its
entirety as follows:
	 
	 	 	 	     “Material Contract” means (a) any
contract or other agreement, written or oral, of the
Company or any of its Subsidiaries involving monetary
liability of or to any such Person in an amount in
excess of $1,000,000 per annum, (b) the Arsenal
Venture Partnership Agreement or (c) any other
contract or agreement, written or oral, of the Company
or any of its Subsidiaries the breach, nonperformance,
cancellation or failure to renew of which by any party
thereto could reasonably be expected to have a
Material Adverse Effect, in each case, other than
Material Government Contracts.
	 
	 	(v)	 	The definition of “Net Income” is hereby amended
and restated in its entirety as follows:
	 
	 	 	 	     “Net Income” means, for any
applicable period of computation, the net income (or
net deficit) of the Borrowers for such period
determined on a combined basis in accordance with
GAAP; provided that there shall be excluded
from Net Income (a) the net income (or net deficit) of
any Person accrued prior to the date it becomes a
Borrower or is merged into or consolidated with a
Borrower or that Person’s assets are acquired by a
Borrower and (b) the net income (or loss) of any
Person in which a Borrower has a joint interest with a
third party (including the Arsenal Venture
Partnership), except to the extent such net income is
actually paid in cash to such Borrower by dividend or
other distribution during such period.
	 
	 	(vi)	 	Clause (b) of the definition of “Permitted
Acquisition” is hereby amended to replace the reference
to “Section 9.9” with “Section 9.12” in
such clause.




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	 	(vii)	 	The last sentence in the
definition of “Reserves” is hereby amended and restated
in its entirety as follows:
	 
	 	 	 	Notwithstanding the foregoing, the Administrative Agent shall
establish (a) Reserves against the mark-to-market
exposure under all Noticed Bank Products consisting of
Hedge Agreements and (b) a permanent Reserve (i)
during the period from the First Amendment Effective
Date through and including the second
(2nd) anniversary of the First
Amendment Effective Date, in an amount equal to the
lesser of (A) $15,000,000 and (B) the outstanding
principal amount of the Term Loan (determined as of
the date of each calculation of the Borrowing Base)
and (ii) during the period from the second
(2nd) anniversary of the First
Amendment Effective Date and thereafter, in an amount
equal to the outstanding principal amount of the Term
Loan (determined as of the date of each calculation of
the Borrowing Base).
	 
	 	(viii)	 	The definition of “Scheduled Indebtedness
Payments” is hereby amended and restated in its
entirety as follows:
	 
	 	 	 	“Scheduled Indebtedness Payments” means,
for any applicable period of computation, the sum of
(a) all scheduled payments of principal on Total
Indebtedness for such period (including scheduled
amortization payments due on the Term Loan and the
principal component of, payments due on Capital Leases
or under any synthetic lease, tax retention operating
lease, off-balance sheet loan or similar off-balance
sheet financing product during such period),
determined on a combined basis in accordance with GAAP
(it being understood that Scheduled Indebtedness
Payments shall not include voluntary prepayments or
the mandatory prepayments required pursuant to Section
2.5) and (b) all voluntary prepayments of the Term
Loan made during such period.
	 
	 	(ix)	 	The following new definitions are added to
Section 1.1 in appropriate alphabetical order:
	 
	 	 	 	     “Arsenal Venture Partners Investments”
means one or more Investments as a limited partner in
the Arsenal Venture Partnership in an aggregate amount
not to exceed (a) $4,000,000 in any twelve (12)
consecutive month period or (b) $10,000,000 during the
term of this Agreement.
	 
	 	 	 	     “Arsenal Venture Partnership” means
Arsenal Venture Partnership II, L.P., a Delaware
limited partnership.
	 
	 	 	 	     “Arsenal Venture Partnership
Agreement” means that certain limited partnership
agreement by and among Arsenal Venture Partners, LLC,
a Delaware limited liability company, as general
partner, and certain limited partners (including the
Company) party thereto, in the draft form attached to
the Responsible Officer’s certificate provided on the
First Amendment Effective Date pursuant to Section 5
of the First Amendment, as the same may be amended,
restated, supplemented or




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	 	 	 	otherwise modified from time to time in
accordance with, and to the extent permitted by,
Section 10.10.






	 	 	 	     “Control Agent” means Wells Fargo Bank,
National Association, in its capacity as control agent
under the Intercreditor Agreement, and any of its
successors and permitted assigns.
	 
	 	 	 	     “First Amendment” means that certain
amendment to the Agreement dated as of the First
Amendment Effective Date by and among Holdings, the
Company, the Subsidiary Guarantors, the Administrative
Agent and the Lenders party thereto.
	 
	 	 	 	     “First Amendment Effective Date” means October 22,
2010.
	 
	 	 	 	     “Mar-Vel” means Mar-Vel International,
Inc., a New Jersey corporation.
	 
	 	 	 	     “Intercreditor Agreement” means that
certain Intercreditor Agreement dated as of the First
Amendment Effective Date by and among the
Administrative Agent, on behalf of the Secured
Parties, the Term Loan Administrative Agent, on behalf
of the Term Loan Secured Parties, the Control Agent
and each of the Loan Parties, which agreement shall be
substantially in the form set forth on Annex A to the
First Amendment, as such agreement may be amended,
amended and restated, supplemented or otherwise
modified in accordance with the terms thereof.
	 
	 	 	 	     “Term Loan” means that certain term loan made to
the Company on the First Amendment Effective Date
pursuant to the Term Loan Credit Agreement or any
Permitted Refinancing Indebtedness in respect thereof.
	 
	 	 	 	     “Term Loan Administrative Agent”
means Wells Fargo Bank, National Association in its
capacity as administrative agent under the Term Loan
and any of its successors and permitted assigns.
	 
	 	 	 	     “Term Loan Credit Agreement” means
that certain Term Loan Credit Agreement dated as of
the First Amendment Effective Date by and among
Holdings, the Company, as borrower, the Subsidiary
Guarantors, the lenders party thereto from time to
time and the Term Loan Administrative Agent, as
administrative agent and collateral agent, as amended,
restated, supplemented or otherwise modified from time
to time.
	 
	 	 	 	     “Term Loan Dividend” means that
certain distribution by the Company to Holdings (to
allow Holdings to declare and pay cash dividends to
the holders of its Capital Stock) on the First
Amendment Effective Date in an aggregate amount not to
exceed $50,000,000.
	 
	 	 	 	     “Term Loan Documents” means,
collectively, the Term Loan Credit Agreement and all
other agreements and other documents




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	 	 	 	evidencing or governing the Term Loan and any
Permitted Refinancing Indebtedness in respect thereof
(other than this Agreement) or providing any
guarantee, Liens or other rights in respect thereof.






	 	 	 	     “Term Loan Obligations” means all
“Obligations” as defined in the Term Loan Credit
Agreement.
	 
	 	 	 	     “Term Loan Secured Parties” means the
“Secured Parties” as defined in the Term Loan Credit
Agreement.
	 
	 	 	 	     “Wells Fargo” means Wells Fargo,
Bank National Association, successor by merger to
Wachovia Bank, National Association.






     (b) Amendment to include new Sections 1.3,
1.4 and 1.5. The Loan Agreement is hereby amended
by including the following new Sections 1.3, 1.4 and 1.5:




     Section 1.3 Intercreditor Agreement.




          (a) Each of the Lenders hereby acknowledges that it has
received and reviewed the Intercreditor Agreement and agrees to be
bound by the terms thereof. Each Lender (and each person that
becomes a Lender hereunder pursuant to Section 14.11)
hereby (i) acknowledges that Wells Fargo is acting under the
Intercreditor Agreement in multiple capacities as the
Administrative Agent, the Term Loan Administrative Agent and the
Control Agent and (ii) waives any conflict of interest, now
contemplated or arising hereafter, in connection therewith and
agrees not to assert against Wells Fargo any claims, cause of
action, damages or liabilities of whatever kind or nature relating
thereto. Each Lender (and each Person that becomes a Lender
hereunder pursuant to Section 14.11) hereby authorizes and
directs Wells Fargo to enter into the Intercreditor Agreement on
behalf of such Lender and agrees that Wells Fargo, in its various
capacities thereunder, may take such actions on its behalf as is
contemplated by the terms of the Intercreditor Agreement.




          (b) Notwithstanding anything contained herein to the
contrary, the Liens granted to the Administrative Agent, for the
benefit of the Secured Parties, pursuant to this Agreement and the
other Loan Documents, and the exercise of any right or remedy by
the Administrative Agent, for the benefit of the Secured Parties,
under this Agreement and the other Loan Documents (other than the
Intercreditor Agreement), are subject to the provisions of the
Intercreditor Agreement. In the event of any conflict between the
terms of the Intercreditor Agreement and this Agreement and the
other Loan Documents (other than the Intercreditor Agreement), the
terms of the Intercreditor Agreement shall govern and control.




     Section 1.4 Secured Status of Bank Product
Providers. Notwithstanding anything contained in the Loan
Documents or the Term Loan Documents to the contrary, all parties
hereto hereby agree and acknowledge that (a) any “Bank Product
Provider” (as defined in the Term Loan Credit Agreement) that is
also a Bank Product Provider is, and shall be, a Secured Party and
(b) all “Bank Product Obligations” (as defined in the Term Loan
Credit Agreement) of such Person are, and shall be, Obligations
which are secured pursuant to, and in accordance with, the Loan
Documents; provided that all parties hereto hereby agree
and acknowledge that, at such time as the Obligations (other than
(i) contingent or indemnification obligations not then due and
(ii) Bank Product Obligations)



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shall have been indefeasibly paid in full in cash and the Commitment
has been terminated,
(A) each such Person is, and shall be, a Term Loan Secured Party
and (B) all Bank Product Obligations of each such Bank Product
Provider are, and shall be, Term Loan Obligations which are
secured pursuant to the Term Loan Documents.




     Section 1.5 Control Agent; Possessory Collateral.
Notwithstanding anything contained herein or in any other Loan
Document to the contrary:




          (a) it is hereby understood and agreed that, pursuant to the
Intercreditor Agreement, the Administrative Agent has appointed
the Control Agent as its collateral agent for the limited purpose
of perfecting the Liens of the Administrative Agent, for the
benefit of the Secured Parties, in certain Collateral described in
this Agreement and in the other Loan Documents;




          (b) in connection therewith, it is hereby understood and
agreed that, pursuant to the Intercreditor Agreement, each Loan
Party will deliver and pledge to the Control Agent, for the
ratable benefit of the Secured Parties and the Term Loan Secured
Parties, in accordance with the terms and conditions of the
Intercreditor Agreement, all certificated securities, all other
investment property evidenced by a certificate, negotiable
documents, instruments, and tangible chattel paper or any other
Control Collateral (as defined in the Intercreditor Agreement)
owned or held by such Loan Party, in each case, together with an
effective endorsement and assignment and all supporting
obligations, as applicable, unless such delivery and pledge has
been waived in writing by the Control Agent; and




          (c) in connection therewith, it is hereby understood and
agreed that all certificated securities, investment property
evidenced by a certificate, negotiable documents, instruments and
tangible chattel paper or any other Control Collateral (as defined
in the Intercreditor Agreement) that was previously delivered to or
subject to the control of Wells Fargo pursuant to the Loan
Documents prior to the First Amendment Effective Date shall be
deemed to be held by Wells Fargo as Control Agent for the benefit
of the Administrative Agent, the Secured Parties, the Term Loan
Administrative Agent and the Term Loan Secured Parties in
accordance with the Intercreditor Agreement.




     (c) Amendment to Section 9.6 (Financial Statements and Other Information). Section 9.6 of
the Loan Agreement is hereby amended by:




     (i) amending and restating clause (e) thereof in its
entirety as follows:




     (e) Each Loan Party shall, and shall cause
each Subsidiary to, furnish or cause to be furnished to
the Administrative Agent such budgets, forecasts,
projections and other information respecting the
Collateral and the business of Loan Parties, as the
Administrative Agent may, from time to time, reasonably
request and such budgets, forecasts, projections and
other information required to be delivered to the Term
Loan Administrative Agent pursuant to the Term Loan
Credit Agreement, including, without limitation, any
notice, certificate, report, audit, examination or
other information required to be delivered thereunder.



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     (ii) amending clause (f) thereof by adding
“Subject to Section 14.9,” to the beginning thereof and
replacing the word “The” at the beginning of such clause
with “the”.




     (d) Amendment to Section 9.12 (Additional Borrowers
and Guarantors). Section 9.12 of the Loan Agreement is
hereby amended by adding the word “Domestic” between the words
“indirect” and “Subsidiary” in the first clause of such Section.




     (e) Amendment to Section 10.1 (Limitations
on Indebtedness). Section 10.1 of the Loan Agreement
is hereby amended by:




     (i) amending and restating
clause (a) thereof in its entirety as follows:




     (a) (i) the Obligations and (ii) the Term
Loan Obligations, including any guarantees thereof by
the Loan Parties, together with any Permitted
Refinancing Indebtedness in respect thereof;




     (ii) amending clause (i) thereof by adding the
word “and” before subclause (iii) and deleting the phrase “;
and (iv) the proceeds of such Indebtedness shall be paid to
the Administrative Agent for application to the Obligations
in the manner set forth in Section 2.5(c)(i)”




     (iii) amending clause (j) thereof by deleting the word
“and” at the end of such clause; and




     (iv) amending clause (k) thereof by replacing the period
at the end of such clause with a semicolon and adding the
following new clauses (l), (m) and (n):




     (l) the guarantee by Mar-Vel in an aggregate
amount of up to $2,100,000 pursuant to that certain
Guaranty and Suretyship Agreement, dated as of
November 30, 2005, entered into by Mar-Vel in favor of
PNC Bank, National Association (“PNC”) in
respect of the obligations owing by 7115 Airport
Highway, LLC to PNC;




     (m) the guarantee by the Company in an aggregate
amount of up to the sum of (i) $3,154,000 (which
equals the maximum principal amount of the obligations
of Tactical Warehouse, LLC, a Virginia limited
liability company (“Warehouse”), of
Warehouse’s obligations under that certain Promissory
Note, dated as of July 15, 2010, executed by Warehouse
in favor of Towne Bank) and (ii) the interest on the
unpaid principal amount of such obligations at an
interest rate of 7.28% per annum; and




     (n) the guarantee by the Company in an
aggregate amount of up to $1,200,000 of the
obligations of Mar-Vel under that certain Flex Lease,
dated as of November 30, 2005, between 7115 Airport
Highway, LLC and Mar-Vel.



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     (f) Amendment to Section 10.2 (Limitations
on Liens). Section 10.2 of the Loan Agreement is
hereby amended by amending and restating clause (a) thereof in its
entirety as follows:




     (a) (i) Liens created pursuant to the Loan Documents
and (ii) subject to the terms of the Intercreditor
Agreement, Liens on the Collateral in favor of the Term Loan
Administrative Agent securing the Term Loan Obligations
pursuant to the terms of the Term Loan Documents, including
any Liens incurred in connection with any Permitted
Refinancing Indebtedness pursuant to Section 10.1(a)(ii);




     (g) Amendment to Section 10.3 (Limitations on
Investments). Section 10.3 of the Loan Agreement
is hereby amended by deleting the “and” at the end of clause (j)
thereof, re-lettering existing clause (k) as clause (l), and
adding the following new clause
(k) thereto to read in its entirety as follows:




     (k) any Arsenal Venture Partners Investment;
provided that (i) Excess Availability, both
immediately before and after giving effect to such
Investment and any Indebtedness incurred in connection
therewith, is greater than $15,000,000 as of the date of
such Investment, (ii) after giving pro forma effect to the
making of such Investment and any Indebtedness incurred in
connection therewith, (A) no Default or Event of Default
shall have occurred and be continuing and (B) the Loan
Parties and their respective subsidiaries shall be in
compliance with the financial covenants contained in this
Agreement and the Term Loan Agreement, (iii) other than as
expressly provided in the Arsenal Venture Partnership
Agreement, the documentation governing the Arsenal Venture
Partnership shall provide that the Company shall not be
liable for any loss, costs, expenses or other amounts of the
Arsenal Venture Partnership to the extent such loss, costs,
expenses or other amounts exceed, on an aggregate basis, the
lesser of (x) $10,000,000 and (y) the capital commitment of
the Company as set forth in the Arsenal Venture Partnership
Agreement and (iv) the Company shall pledge its rights,
title and interests in the Arsenal Venture Partnership and
the Arsenal Venture Partnership Agreement and take all
action in connection therewith necessary to evidence or
perfect the pledge as contemplated by this Agreement; and




     (h) Amendment to Section 10.4 (Limitations on
Fundamental Changes). Section 10.4(e) of the Loan
Agreement is hereby amended by replacing the phrase “Subsidiary
Loan Party” with “Borrower” in each place that it is used in such
clause.




     (i) Amendment to Section 10.5 (Limitations
on Asset Dispositions). Section 10.5 of the Loan
Agreement is hereby amended by deleting the “and” at the end of
clause (i) thereof, re-lettering existing clause (j) as clause
(k), and adding the following new clause (j) thereto to read in
its entirety as follows:




     (j) disposition of all or a portion of the Arsenal
Venture Partners Investments; and




     (j)
Amendment to Section 10.10 (Limitation on Modification of Material Contracts and Material Government Contracts). Section 10.10 of the Loan Agreement is
hereby amended and restated in its entirety as follows:



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     Section 10.10 Limitation on Modifications of
Material Contracts and Material Government
Contracts. No Loan Party shall, nor shall it permit
any Subsidiary to, directly or indirectly amend,
modify, waive or supplement (or permit the modification,
amendment, waiver or supplement of) any of the terms or
provisions of any Material Contract (other than any Term
Loan Document) or any Material Government Contract, in
either case, in any respect which would materially and
adversely affect the rights or interests of the
Administrative Agent and Lenders hereunder (without limiting
the foregoing, it is understood and agreed that any
amendment, modification, waiver or supplement of the Arsenal
Venture Partnership Agreement that (x) increases the capital
commitment or other monetary obligations of the Company
thereunder or (y) expands the liability of the Company
thereunder shall, in each case, be material and adverse to
the rights and interests of the Administrative Agent and the
Lender hereunder).




     (k) Amendment to Section 10.11 (No Further
Negative Pledges; Restrictive Agreements). Section 10.11(d) of
the Loan Agreement is hereby amended by deleting the word
“and” immediately before clause (ix) and adding the following new
clause (x) to the end of such Section: “and (x) the Term Loan
Credit Agreement and the other Term Loan Documents.”




     (l) Amendment to Section 10.14 (Limitation
on Holdings). Section 10.14 of the Loan Agreement is
hereby amended by:




     (i) deleting the phrase “Permit Holdings to” and
replacing it with the phrase “Holdings shall not”.




     (ii) adding the phrase “and Term Loan Documents”
immediately after the phrase “Loan Documents” in clause (d)
of such Section.




     (m) Amendment
to include new Section 10.15. The
Loan Agreement is hereby amended by including the following new
Section 10.15:




     Section 10.15. Limitation on Prepayments of Term Loan and
Modifications of Term Loan Documents.




     (a) No Loan Party shall permit any Term Loan Document
to be amended, supplemented or otherwise modified, except in
accordance with the terms of the Intercreditor Agreement.




     (b) No Loan Party shall, nor shall it permit any
Subsidiary to, directly or indirectly make any voluntary
prepayment of the Term Loan unless (i) no Default or Event
of Default has occurred and is continuing as of the date of
such prepayment and after giving effect thereto, (ii) the
Fixed Charge Coverage Ratio for the most recent fiscal month
end preceding such prepayment for which financial statements
have been delivered to the Administrative Agent pursuant to
Section 9.6(a)(iii), calculated on a pro  forma basis giving effect to such prepayment, shall
not be less than 1.25 to 1.00 and (iii) the sum of (A)
Excess Availability and (B) unrestricted cash of the Loan
Parties held in deposit accounts with the Administrative
Agent or which are otherwise under the exclusive dominion
and control of the Administrative Agent pursuant to Deposit
Account Control Agreements, after giving effect to any such
prepayment, is



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greater than the Threshold Amount as of the date of
such prepayment and (on an average basis) for the thirty
(30) consecutive days immediately preceding the date of such
prepayment.




     (n) Amendment to Section 11.1 (Events of
Default). Section 11.1(h) of the Loan Agreement is
hereby amended and restated in its entirety as follows:




     (h) Indebtedness Cross-Default. Any Loan
Party or any Subsidiary thereof shall (i) default in
respect of the Term Loan Credit Agreement and such default
results in an “Event of Default” (or the equivalent term)
under, and as defined in, the Term Loan Credit Agreement,
(ii) default in the payment of any Indebtedness (other than
Indebtedness owing to the Administrative Agent and the
Lenders hereunder) the aggregate outstanding amount of which
Indebtedness is in excess of $500,000 beyond the period of
grace if any, provided in the instrument or agreement under
which such Indebtedness was created, or (iii) default in the
observance or performance of any other agreement or
condition relating to any Indebtedness (other than
Indebtedness owing to the Administrative Agent and the
Lenders hereunder) the aggregate outstanding amount of which
Indebtedness is in excess of $500,000 or contained in any
instrument or agreement evidencing, securing or relating
thereto or any other event shall occur or condition exist,
the effect of which default or other event or condition is
to cause, or to permit the holder or holders of such
Indebtedness (or a trustee or agent on behalf of such holder
or holders) to cause, with the giving of notice and/or lapse
of time, if required, any such Indebtedness to become due
prior to its stated maturity (any applicable grace period
having expired), including, without limitation, any “put” of
such Indebtedness to any such Loan Party or Subsidiary.




     (o) Amendment to Section 11.1 (Events of
Default). Section 11.1(l) of the Loan Agreement is
hereby amended to add “(other than any Term Loan Document)” after
the reference to “Material Contract” in clause (ii)(A) thereof.




     (p) Amendment to Section 14.10
(“Successors”). Section 14.10 of the Loan Agreement is
hereby amended by deleting the last sentence of such section in
its entirety and replacing it with the following:




     The terms and provisions of this Agreement and the
other Loan Documents are for the purpose of defining the
relative rights and obligations of Loan Parties, the
Administrative Agent and the Lenders with respect to the
transactions contemplated hereby and except as otherwise
provided herein, there shall be no third party beneficiaries
of any of the terms and provisions of this Agreement or any
of the other Loan Documents; except that the Term Loan
Administrative Agent and the Term Loan Secured Parties shall
be third party beneficiaries of Sections 1.3,
1.4 and 1.5 hereof.




     (q) General Amendments.




     (i) Each reference in the Loan Documents to “Wachovia”
shall be deemed to be a reference to “Wells Fargo”.



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     (ii) Each reference in the Loan Documents to
certificated securities, investment property evidenced by a
certificate, negotiable documents, instruments and tangible
chattel paper or any other Control Collateral (as defined in
the Intercreditor Agreement) being delivered to, held by or
subject to the control of the Administrative Agent shall be
deemed revised to reflect such Collateral being delivered
to, held by or subject to the control of the Control Agent.



     SECTION 3 Consent. Pursuant to, and in accordance with,
Section 14.2 of the Loan Agreement, and notwithstanding any provision of
Sections 10.1, 10.2, 10.6 or any other provision of the Loan Agreement to the
contrary, the Administrative Agent and the Lenders hereby consent to the Term
Loan, the Liens securing the Term Loan Obligations and payment of the Term Loan
Dividend so long as such Term Loan Dividend is paid solely with the proceeds of
the Term Loan and not with all or any portion of any Loan. In furtherance of
the foregoing, the Lenders agree to permit the Administrative Agent to enter
into or amend or modify any Loan Documents (including, without limitation,
entering into the Intercreditor Agreement) as the Administrative Agent shall
reasonably deem necessary to evidence or perfect the Term Loan and the Liens
securing the Term Loan (including, without limitation, any amendments or
restatements of any Deposit Account Control Agreements) so long as the terms of
such Loan Documents and such amendments and restatements are not inconsistent
with the Lien priority set forth in the Intercreditor Agreement and do no
result in a release of any Collateral.



     SECTION 4 Waiver. Pursuant to, and in accordance with, Section
14.2 of the Loan Agreement, the Administrative Agent and the Lenders party
hereto hereby waive any Default or Event of Default that may have occurred as a
result of the Borrowers’ or Guarantor’s guarantee, as applicable, of certain
Indebtedness identified in Section 2(e)(iv) of this Amendment in excess of the
amount permitted by Section 10.1 of the Loan Agreement (prior to the
effectiveness of this Amendment).



     SECTION 5 Effectiveness. This Amendment shall become
effective on the date not later than October 22, 2010 upon which each of the
following conditions is satisfied (such date, the “First Amendment Effective Date”):




     (a) Execution of Counterparts of
Amendment. The Administrative Agent shall have
received counterparts of this Amendment duly executed by the
Borrowers, the Guarantors, the Required Lenders, the
Administrative Agent, the Swingline Lender and the Issuing Lender.




     (b) Officer’s Certificate. The
Administrative Agent shall have received a certificate, in
form and substance satisfactory to the Administrative Agent,
executed by an authorized officer of the Company certifying that
attached thereto is a true, correct and complete copy of the most
recent draft version of the Arsenal Venture Partnership Agreement
as of the First Amendment Effective Date.




     (c) Term Loan Documents. The Administrative
Agent shall have received a duly executed copy of each of
the Term Loan Documents, each of which shall be in form and
substance reasonably satisfactory to the Administrative Agent.




     (d) Intercreditor Agreement. The
Administrative Agent shall have received a duly executed
copy of the Intercreditor Agreement, which shall be in form and
substance reasonably satisfactory to the Administrative Agent.




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     (e) Issuance of the Term Loan. The
Administrative Agent shall have received evidence
satisfactory to it that upon satisfaction or waiver of the
conditions set forth in this Section 5, the Term Loan will be
funded in accordance with the terms of the Term Loan Documents.




     (f) Amendment Fee. The Borrower shall have paid to
the Administrative Agent (or its applicable affiliates),
for the account of each Lender (including the Administrative Agent
in its capacity as a Lender) that executes and delivers this
Amendment to the Administrative Agent (or its counsel) on or prior
to 5:00 p.m. (Eastern Time) on October 25, 2010, an amendment fee
in an amount equal to the product of 0.10% multiplied by the
amount of such Lender’s Commitment on the First Amendment
Effective Date.




     (g) Other Documents. The Administrative Agent
shall have received any opinions, other documents or
instruments reasonably requested by the Administrative Agent in
connection with the execution of this Amendment (including
resolutions duly adopted by the appropriate governing body of each
Loan Party authorizing the execution, delivery and performance of
this Amendment and the incurrence of the Term Loan).



     SECTION 6 Limited Effect. Except as expressly provided
herein, the Loan Agreement and the other Loan Documents shall remain unmodified
and in full force and effect. This Amendment shall not be deemed (a) to be a
waiver of, or consent to, or a modification or amendment of, any other term or
condition of the Loan Agreement or any other Loan Document or a waiver of any
Default or Event of Default, (b) to prejudice any right or rights which
Administrative Agent or Lenders may now have or may have in the future under or
in connection with the Loan Agreement or the other Loan Documents or any of the
instruments or agreements referred to therein, as the same may be amended,
restated, supplemented or modified from time to time, or (c) to be a commitment
or any other undertaking or expression of any willingness to engage in any
further discussion with any Borrower or any other Person with respect to any
waiver, amendment, modification or any other change to the Loan Agreement or
the Loan Documents or any rights or remedies arising in favor of Lenders or
Administrative Agent, or any of them, under or with respect to any such
documents.



     SECTION 7 Representations and Warranties. Each Loan Party
represents and warrants that (a) it has the corporate power and authority to
make, deliver and perform this Amendment, (b) it has taken all necessary
corporate or other action to authorize the execution, delivery and performance
of this Amendment, (c) this Amendment has been duly executed and delivered on
behalf of such Loan Party, (d) this Amendment constitutes a legal, valid and
binding obligation of such Loan Party, enforceable against such Loan Party in
accordance with its terms; provided, that the enforceability hereof is
subject to general principles of equity and to bankruptcy, insolvency and
similar laws affecting the enforcement of creditors’ rights generally, (e) each
of the representations and warranties made by such Loan Party in or pursuant to
the Loan Documents is true and correct in all material respects on and as of the
date hereof as if made on and as of the date hereof, except for any
representation and warranty made as of an earlier date, which representation and
warranty shall remain true and correct as of such earlier date and (f) no
Default or Event of Default has occurred and is continuing as of the date hereof
or after giving effect hereto.



     SECTION 8 Acknowledgement and Reaffirmation. By its execution
hereof, each Loan Party hereby expressly (a) acknowledges and agrees to the
terms and conditions of this Amendment, (b) reaffirms all of its respective
covenants, representations, warranties and other obligations set forth in the
Loan Agreement and the other Loan Documents to which it is a party and (c)
acknowledges that its respective covenants, representations, warranties and
other obligations set forth in the Loan Agreement and the other Loan Documents
to which it is a party remain in full force and effect.



-12-









 





     SECTION 9 Costs and Expenses. The Borrowers agree to pay in
accordance with Section 14.3 of the Loan Agreement all reasonable costs
and expenses of the Administrative Agent in connection with the
preparation, execution and delivery of this Amendment and the other instruments
and documents to be delivered hereunder, including, without limitation, the
reasonable fees and out-of-pocket expenses of counsel for the Administrative
Agent with respect thereto and with respect to advising the Administrative
Agent as to its rights and responsibilities hereunder and thereunder.



     SECTION 10 Execution in Counterparts. This Amendment may be
executed by one or more of the parties to this Amendment on any number of
separate counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. Delivery of an executed
signature page of this Amendment by facsimile transmission shall be effective
as delivery of a manually executed counterpart hereof.



     SECTION 11 Governing Law. The validity, interpretation and
enforcement of this Amendment shall be governed by the internal laws of the
State of New York but excluding any principles of conflicts of law or other
rule of law that would cause the application of the law of any jurisdiction
other than the laws of the State of New York.



     SECTION 12 Entire Agreement. This Amendment is the entire
agreement, and supersedes any prior agreements and contemporaneous oral
agreements, of the parties concerning its subject matter.



     SECTION 13 Successors and Assigns. This Amendment shall be
binding on and inure to the benefit of the parties and their respective heirs,
beneficiaries, successors and permitted assigns.



     SECTION 14 Lender Authorization of Intercreditor Agreement.
Each Lender party hereto hereby authorizes and directs the Administrative Agent
to execute and deliver the Intercreditor Agreement on behalf of such Lender.



[Signature Pages Follow]








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IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to be executed
by their duly authorized  officers, all as of the day and year first above written above.




	 	 	 	 	 
	BORROWER: 	
ATLANTIC DIVING SUPPLY, INC.

 	 
	 	By:  	/s/ Daniel Clarkson
 	 
	 	 	Name:  	Daniel Clarkson 	 
	 	 	Title:  	VP Treasurer Secretary 	 
	 
	HOLDINGS: 	
ADS TACTICAL, INC.

 	 
	 	By:  	/s/ Daniel Clarkson
 	 
	 	 	Name:  	Daniel Clarkson 	 
	 	 	Title:  	VP Treasurer Secretary 	 
	 
	SUBSIDIARY GUARANTOR: 	
MAR-VEL INTERNATIONAL, INC.

 	 
	 	By:  	/s/ Daniel Clarkson
 	 
	 	 	Name:  	Daniel Clarkson 	 
	 	 	Title:  	VP Treasurer Secretary 	 
	 



Atlantic Diving Supply, Inc.

First Amendment

Signature Page






 









 








	 	 	 	 	 
	ADMINISTRATIVE AGENT:

 	


WELLS FARGO BANK, NATIONAL ASSOCIATION,


as Administrative Agent, Control Agent, Issuing Bank and Swingline Lender

 	 
	 	By:  	/s/ Thomas A. Martin
 	 
	 	 	Name:  	Thomas A. Martin 	 
	 	 	Title:  	Vice President 	 
	 



Atlantic Diving Supply, Inc.

First Amendment

Signature Page









 









 








	 	 	 	 	 
	LENDERS: 	


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Lender

 	 
	 	By:  	/s/ Thomas A. Martin
 	 
	 	 	Name:  	Thomas A. Martin 	 
	 	 	Title:  	Vice President 	 
	 



Atlantic Diving Supply, Inc.

First Amendment

Signature Page








 









 








	 	 	 	 	 
	 	SUNTRUST BANK, as Lender

 	 
	 	By:  	/s/ William L Otott
 	 
	 	 	Name:  	William L Otott 	 
	 	 	Title:  	Director 	 
	 



Atlantic Diving Supply, Inc.

First Amendment

Signature Page










 









 








	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as Lender

 	 
	 	By:  	/s/
Kenneth B. Butler
 	 
	 	 	Name:  	Kenneth B. Butler 	 
	 	 	Title:  	Senior Vice President 	 
	 



Atlantic Diving Supply, Inc.

First Amendment

Signature Page








 









 








	 	 	 	 	 
	 	PNC BANK, NATIONAL ASSOCIATION,

as Lender

 	 
	 	By:  	/s/ Therese Rotondo
 	 
	 	 	Name:  	Therese Rotondo 	 
	 	 	Title:  	AVP 	 
	 



Atlantic Diving Supply, Inc.

First Amendment

Signature Page






 









 









	 	 	 	 	 
	 	CAPITAL ONE LEVERAGE FINANCE CORPORATION,
as Lender

 	 
	 	By:  	[ILLEGIBLE]
 	 
	 	 	Name:  	[ILLEGIBLE]	 
	 	 	Title:  	Vice President 	 
	 



Atlantic Diving Supply, Inc.

First Amendment

Signature Page









 









 








	 	 	 	 	 
	 	RBS BUSINESS CAPITAL, A DIVISION OF RBS ASSET FINANCE, INC., A SUBSIDIARY OF RBS CITIZENS,
NA, as Lender

 	 
	 	By:  	/s/ John D. Bobbin
 	 
	 	 	Name:  	John D. Bobbin 	 
	 	 	Title:  	Vice President 	 
	 



Atlantic Diving Supply, Inc.

First Amendment

Signature Page