Exhibit 10.5


 


SECOND AMENDMENT TO 


SECOND AMENDED AND RESTATED LOAN AND SECURITY
AGREEMENT


 


THIS SECOND AMENDMENT TO SECOND
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "Amendment") is made and entered into this 1st day of June, 2017,
by and among MAUI ACQUISITION CORP., a Delaware corporation ("Holdings"), SAFARILAND, LLC, a Delaware
limited liability company ("Safariland"), SAFARILAND GLOBAL SOURCING, LLC, a Delaware limited liability company
("Global Sourcing"), HORSEPOWER, LLC, a Delaware limited liability company ("Horsepower"), MUSTANG
SURVIVAL HOLDINGS, INC., a Delaware corporation ("Mustang Holdings"), MUSTANG SURVIVAL, INC., a Washington
corporation ("Mustang Survival"), MUSTANG SURVIVAL MFG, INC., a Delaware corporation ("Mustang Manufacturing"),
MED-ENG, LLC, a Delaware limited liability company ("Med-Eng"), TACTICAL COMMAND INDUSTRIES, INC., a California
corporation ("TCI"), SENCAN HOLDINGS, LLC, a Delaware limited liability company ("Sencan Holdings"),
ATLANTIC TACTICAL, INC., a Pennsylvania corporation ("ATI"), VIEVU, LLC, a Washington limited liability
company ("Vievu"), LAWMEN’S DISTRIBUTION, LLC, a Delaware limited liability company ("Lawmen’s"),
SAFARILAND DISTRIBUTION, LLC, a Delaware limited liability company ("Distribution"), UNITED UNIFORM DISTRIBUTION,
LLC, a Delaware limited liability company ("UUD" and, together with Holdings, Safariland, Global Sourcing, Horsepower,
Mustang Holdings, Mustang Survival, Mustang Manufacturing, Med-Eng, TCI, Sencan Holdings, ATI, Vievu, Lawmen’s and Distribution,
collectively, "U.S. Borrowers"), MUSTANG SURVIVAL ULC, a British Columbia unlimited liability company ("Canadian
Borrower"; together with U.S. Borrowers, collectively, "Borrowers"), MED-ENG HOLDINGS ULC, a British
Columbia unlimited liability company ("Med-Eng ULC"; together with Borrowers, collectively, "Obligors"),
as Canadian Guarantor, the financial institutions party thereto from time to time as lenders (collectively, "Lenders"),
and BANK OF AMERICA, N.A., a national banking association, as agent for Lenders ("Agent").


 


Recitals:


 


Agent, Lenders and Obligors
are parties to that certain Second Amended and Restated Loan and Security Agreement dated as of November 18, 2016 (the "Original
Loan Agreement"), as amended by that certain Consent and First Amendment to Second Amended and Restated Loan and Security Agreement
dated May 1, 2017 (the "First Amendment"; the Original Loan Agreement, as amended by the First Amendment and as at any
time further amended, restated, supplemented or otherwise modified, the "Loan Agreement"), pursuant to which Agent and
Lenders have made extensions of credit and other financial accommodations available to Borrowers.


 


Obligors have requested that
Agent and Lenders amend the First Amendment and the Loan Agreement as hereinafter set forth.


 


Subject to the terms and conditions
set forth in this Amendment, Agent and Lenders are willing to amend the First Amendment and the Loan Agreement.


 


NOW, THEREFORE, in consideration
of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby severally acknowledged, the
parties hereto, intending to be legally bound hereby, agree as follows:


 


1.       Definitions.
All capitalized terms used in this Amendment, unless otherwise defined herein, shall have the meaning ascribed to such terms in the Loan
Agreement.


 









     


     


    

 


2.          Amendment
to First Amendment. Upon satisfaction of the conditions precedent set forth in Section 9 of this Amendment, in form and
substance satisfactory to Agent, unless satisfaction thereof is specifically waived in writing by Agent, the First Amendment shall be
amended by deleting clause (j) set forth on page 3 of the First Amendment and by substituting the following in lieu thereof:


 


(j)       the
formation of a limited partnership (or commanditaire vennootschap) under the laws of the Netherlands, with an initial chief executive
office and domicile in the Bahamas, with Horsepower as the 99.99% general partner and Safariland as the 0.01% limited partner ("Dutch
CV Holdco");


 


3.         Amendment
to Loan Agreement. Upon satisfaction of the conditions precedent set forth in Section 9 of this Amendment, in form and
substance satisfactory to Agent, unless satisfaction thereof is specifically waived in writing by Agent, the Loan Agreement shall be amended
by deleting the definition of "Dutch CV Holdco" set forth in Section 1.1 of the Loan Agreement and by substituting
the following in lieu thereof:


 


Dutch CV Holdco:
a Person formed on or about the First Amendment Date as a limited partnership (or commanditaire vennootschap) under the laws of the Netherlands,
initially with Horsepower as the 99.99% general partner and Safariland as the 0.01% limited partner, and, after the admissions of Sencan
Holdings as a general partner in connection with the Final Foreign Restructuring Transactions, with Horsepower as the 0.01% general partner,
Sencan Holdings as the 99.98% general partner, and Safariland as the 0.01% limited partner.


 


4.          Ratification and
Reaffirmation. Each Obligor hereby ratifies and reaffirms the Obligations, the Loan Agreement and each of the other Loan Documents
and all of such Obligor's covenants, duties, indebtedness and liabilities under the Loan Agreement and the other Loan Documents.


 


5.          Acknowledgments
and Stipulations. Each Obligor acknowledges and stipulates that the Loan Agreement and the other Loan Documents executed by such
Obligor are legal, valid and binding obligations of such Obligor that are enforceable against such Obligor in accordance with the terms
thereof; all of the Obligations are owing and payable without defense, offset or counterclaim (and to the extent there exists any such
defense, offset or counterclaim on the date hereof, the same is hereby waived by such Obligor); and the security interests and Liens granted
by such Obligor in favor of Agent are duly perfected security interests and Liens having the priority set forth in the Intercreditor Agreement.


 


6.          Representations
and Warranties. Each Obligor represents and warrants to Agent and Lenders, to induce Agent and Lenders to enter into this Amendment,
that no Default or Event of Default exists immediately prior to or immediately after giving effect to this Amendment; the execution, delivery
and performance of this Amendment have been duly authorized by all requisite corporate or limited liability company action on the part
of Obligors and this Amendment has been duly executed and delivered by Obligors; and all of the representations and warranties made by
Obligors in the Loan Agreement are true and correct in all material respects on and as of the date hereof, except to the extent such representations
and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct
in all material respects on such earlier date.


 


7.       Reference
to Loan Agreement. Upon the effectiveness of this Amendment, each reference in the Loan Agreement to "this Agreement,"
 "hereunder," or words of like import shall mean and be a reference to the Loan Agreement, as amended by this Amendment.


 









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8.        Breach
of Amendment. This Amendment shall be part of the Loan Agreement and a breach of any representation, warranty or covenant herein
shall constitute an Event of Default in accordance with the terms and conditions set forth in Section 11.1 of the Loan Agreement.


 


9.        Conditions
Precedent. The effectiveness of the amendment contained in Section 2 of this Amendment and the amendment contained in Section
3 of this Amendment are subject to the satisfaction of each of the following conditions precedent, in form and substance satisfactory
to Agent, unless satisfaction thereof is specifically waived in writing by Agent:


 


(a)       Agent shall have received a duly
signed counterpart of this Amendment from Obligors and each Lender; 


 


(b)      Agent
shall have received a copy of a duly signed amendment to the Term Loan Agreement providing for consents and amendments substantially identical
to the consents and amendments provided for herein; and


 


(c)       Agent
shall have received such other documents, instruments and agreements as shall be requested by Agent in its reasonable discretion.


 


10.         Expenses
of Agent. Obligors further agree to pay, on demand, all costs and expenses incurred by Agent in connection with the preparation,
negotiation and execution of this Amendment and any other Loan Documents executed pursuant hereto and any and all amendments, modifications,
and supplements thereto, including, without limitation, the costs and fees of Agent's legal counsel and any taxes or expenses associated
with or incurred in connection with any instrument or agreement referred to herein or contemplated hereby.


 


11.       Governing
Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York, without giving effect
to any conflict of law principles.


 


12.       Successors
and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns.


 


13.       No
Novation, etc. Except as otherwise expressly provided in this Amendment, nothing herein shall be deemed to amend or modify any
provision of the Loan Agreement or any of the other Loan Documents, each of which shall remain in full force and effect. This Amendment
is not intended to be, nor shall it be construed to create, a novation or accord and satisfaction, and the Loan Agreement as herein modified
shall continue in full force and effect.


 


14.        Counterparts;
Electronic Signatures. This Amendment may be executed in any number of counterparts and by different parties to this Amendment
on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one
and the same agreement. Any manually executed signature page to this Amendment delivered by a party by facsimile or other electronic transmission
shall be deemed to be an original signature hereto.


 


15.        Further
Assurances. Obligors agree to take such further actions as Agent shall reasonably request from time to time in connection herewith
to evidence or give effect to the amendments set forth herein or any of the transactions contemplated hereby.


 


16.        Section
Titles. Section titles and references used in this Amendment shall be without substantive meaning or content of any kind whatsoever
and are not a part of the agreements among the parties hereto.


 









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17.       Waiver
of Jury Trial. To the fullest extent permitted by applicable law, the parties hereto each hereby waives the right to trial by jury
in any action, suit, counterclaim or proceeding arising out of or related to this Amendment.


 


18.        Parallel
Liability.


 


(a)         In this Section 18, (i) "Corresponding Liabilities" means all present and future liabilities and contractual
and non-contractual obligations of an Obligor under or in connection with the Loan Agreement, as amended by this Amendment, and the other
Loan Documents, but excluding its Parallel Liability, and (ii) "Parallel Liability" means an Obligor's undertaking pursuant
to this Section 18.


 


(b)        Each
Obligor irrevocably and unconditionally undertakes to pay to Agent an amount equal to the aggregate amount of its Corresponding Liabilities
(as these may exist from time to time).


 


(c)        The
parties hereto agree that:


 


(i)       an
Obligor's Parallel Liability is due and payable at the same time as, for the same amount of and in the same currency as its Corresponding
Liabilities;


 


(ii)       an
Obligor's Parallel Liability is decreased to the extent that its Corresponding Liabilities have been irrevocably paid or discharged and
its Corresponding Liabilities are decreased to the extent that its Parallel Liability has been irrevocably paid or discharged;


 


(iii)       an
Obligor's Parallel Liability is independent and separate from, and without prejudice to, its Corresponding Liabilities, and constitutes
a single obligation of such Obligor to Secured Parties (even though such Obligor may owe more than one Corresponding Liability to Secured
Parties under the Loan Documents) and an independent and separate claim of Secured Parties to receive payment of that Parallel Liability
(in its capacity as the independent and separate creditor of that Parallel Liability and not as a co-creditor in respect of the Corresponding
Liabilities); and


 


(iv)       for
purposes of this Section 18, Agent acts in its own name and not as agent, representative or trustee of Secured Parries and accordingly
holds neither its claim resulting from a Parallel Liability nor any security agreement securing a Parallel Liability on trust.


 


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begin on following page.]


 









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IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be duly executed under seal and delivered by their respective duly authorized officers on the date
first written above.


 


OBLIGORS:




 


	 	MAUI ACQUISITION CORP.
	 	SAFARILAND, LLC
	 	SAFARILAND GLOBAL SOURCING, LLC
	 	HORSEPOWER, LLC
	 	MUSTANG SURVIVAL HOLDINGS, INC.
	 	MUSTANG SURVIVAL, INC.
	 	MUSTANG SURVIVAL MFG, INC.
	 	MED-ENG, LLC
	 	TACTICAL COMMAND INDUSTRIES, INC.
	 	ATLANTIC TACTICAL, INC.
	 	SENCAN HOLDINGS, LLC
	 	VIEVU, LLC
	 	LAWMEN'S DISTRIBUTION, LLC
	 	SAFARILAND DISTRIBUTION, LLC
	 	UNITED UNIFORM DISTRIBUTION, LLC
	 	MUSTANG SURVIVAL ULC
	 	MED-ENG HOLDINGS ULC  
	 	 
	 	By:	/s/
    SCOTT HARRIS   
	 	 	Scott Harris, Chief Financial Officer



 



[Signatures continued on following page.]


 


Second Amendment to Second Amended and Restated Loan and Security Agreement (Safariland)


 






      


     


    

 


 


	 	AGENT:
	 	 
	 	BANK OF AMERICA, N.A.
	 	 
	 	By:	 /s/ JOHN M. OLSEN
	 	 	John M. Olsen, Senior
    Vice President
	 	 
	 	U.S. LENDER AND ISSUING BANK:
	 	 
	 	BANK OF AMERICA, N.A.
	 	 
	 	By:	/s/ JOHN M. OLSEN 
	 	 	John M. Olsen, Senior
    Vice President




 


[Signatures continued on following page.]





 


Second Amendment to Second Amended and Restated Loan and Security Agreement (Safariland)


 






      


     


    

 


	 	CANADIAN LENDER AND ISSUING BANK:
	 	 
	 	BANK OF AMERICA, N.A. (acting
    through its Canada branch)
	 	 
	 	By:	/s/ SYLWIA DURKIEWICZ
	 	Name:  	Sylwia Durkiewicz                                                
	 	Title:	Vice President 




 




Second Amendment to Second Amended and Restated Loan and Security Agreement (Safariland)