EX-10.22






Exhibit 10.22




FIRST AMENDMENT TO CREDIT AGREEMENT




     THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of February
12th, 2009, is made by and among THE O’GARA GROUP, INC., an Ohio corporation (the “Borrower”), each
of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK,
NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Amendment
(hereinafter referred to in such capacity as the “Administrative Agent”).



WITNESSETH:




     WHEREAS, Borrower, Guarantors (as defined therein), Lenders (as defined therein) and
Administrative Agent are parties to that certain Credit Agreement, dated as of January 16, 2009 (as
may be amended, modified or supplemented from time to time, the “Credit Agreement”);



     WHEREAS, capitalized terms used herein and not otherwise defined herein and defined in the
Credit Agreement shall have the meanings assigned to them in the Credit Agreement;



     WHEREAS, Borrower wishes to extend the Closing Date and amend certain other conditions
precedent to lending and issuing Letters of Credit; and



     WHEREAS, the Loan Parties now request that Required Lenders agree to the amendments to the
Credit Agreement set forth herein; and Required Lenders are willing to accommodate the request of
the Loan Parties, subject to and on the terms and conditions set forth herein.



     NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants and agreements
hereinafter set forth, and intending to be legally bound hereby, covenant and agree as follows:



     1. Amendment of Section 1.1 [Certain Definitions]. The reference to “February 17”
contained in the definition of “Closing Date” contained in Section 1.1 [Certain Definitions] of the
Credit Agreement is hereby amended to “February 20”.



     2. Amendment of Section 7.1.1 [First Loans and Letters of Credit]. Section
7.1.1(xiii) of the Credit Agreement is hereby amended and restated in its entirety to read as
follows:



          “(xiii) Copies of the fully executed Acquisition Documents, which shall provide for an
aggregate cash or stock purchase price not to exceed $144,000,000 (excluding transaction expenses)
for all Acquired Companies (with no other consideration paid or payable including by way of
indebtedness assumed (other than that indebtedness of Isoclima and its Subsidiaries in an aggregate
principal amount not to exceed €40,600,000) or purchase price adjustments or otherwise), without
any amendment, supplement or waiver by any party thereto unless approved by the Required Lenders in
their sole discretion.”



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     3. Amendment of Section 7.1.3 [Performance; Due Diligence].



          (a) The reference to “February 17” contained in Section 7.1.3(i) of the Credit Agreement is
hereby amended to “February 20”.



          (b) The reference to “$142,000,000” contained in Section 7.1.3(ii) of the Credit Agreement is
hereby amended to “$120,000,000” and the reference to “February 17” contained in Section 7.1.3(ii)
of the Credit Agreement is hereby amended to “February 20”.



     4. Amendment of Section 8.2.3 [Guaranties]. Section 8.2.3 of the Credit Agreement is
hereby amended to eliminate “or” immediately before “(iii)” and add after “Subsidiaries” the
following: “or (iv) any existing Guaranties as set forth on Schedule 8.2.3 (including any future
renewals, extensions or reaffirmations thereof).”



     5. Amendment to Schedules to the Credit Agreement.



          (a) Schedule 8.2.1 to the Credit Agreement is hereby amended to add the Series C Loan Note
Instrument that may be issued by the Borrower to former shareholders of Security Support Solutions
Limited to in connection with the Borrower’s purchase of Security Support Solutions Limited.



          (b) Schedule 8.2.3 of the Credit Agreement is hereby added to include the comfort letter
issued to Security Support Solutions Limited’s accountants in connection with such accountant’s
audit and issuance of its opinion regarding Security Support Solutions Limited’s financial
statements.



     6. Conditions to Closing. This Amendment shall become effective on the date of this
Amendment provided that each of the following conditions has been satisfied to the satisfaction of
the Administrative Agent on such date:



          (a) Execution and Delivery of Amendment. The Borrower, the other Loan Parties, the
Required Lenders, and the Administrative Agent shall have executed this Amendment, and all other
documentation necessary for effectiveness of this Amendment shall have been executed and delivered
all to the satisfaction of the Borrower, the Required Lenders and the Administrative Agent.



          (b) Representations and Warranties; No Event of Default. The representations and
warranties contained in Section 6 of the Credit Agreement, as amended by this Amendment, and of
each Loan Party in each of the other Loan Documents, are true and correct in all material respects
on and as of the date of this Amendment with the same effect as though such representations and
warranties had been made on and as of such date (except representations and warranties which
relate solely to an earlier date or time, which representations and warranties were true and
correct in all material respects on and as of the specific dates or times referred to therein);
each of the Loan Parties has performed and complied with all covenants and conditions requested
thereunder to be performed by them prior to the date hereof, no Event of Default or Potential
Default has occurred and is continuing or exists as of the date of this



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Amendment; and by its execution and delivery of this Amendment, the Borrower and each other
Loan Party certifies to each such effect.



          (c) Consents. All material consents required to effectuate the transactions
contemplated by this Amendment have been obtained and the Borrower and the other Loan Parties are
duly authorized to enter into this Amendment.



          (d) Legal Details. All legal details and proceedings in connection with the
transactions contemplated by this Amendment are in form and substance satisfactory to the
Administrative Agent and counsel for the Administrative Agent, and the Administrative Agent has
received all such other counterpart originals or certified or other copies of such documents and
proceedings in connection with such transactions, in form and substance satisfactory to the
Administrative Agent and its counsel, as the Administrative Agent or its counsel may reasonably
request.



     7. Representations and Warranties. By its execution and delivery of this Amendment to
Administrative Agent, Borrower and each of the other Loan Parties represents and warrants to
Administrative Agent and Lenders as follows:



          (a) Authorization, Etc. Each Loan Party has duly authorized, executed and delivered
this Amendment.



          (b) Material Adverse Change. After giving effect to this Amendment, no Material
Adverse Change shall have occurred with respect to Borrower or any of the other Loan Parties since
January 16, 2009.



          (c) Litigation. After giving effect to this Amendment, there are no actions, suits,
investigations, litigation or governmental proceedings pending or, to Borrower’s or any other Loan
Party’s knowledge, threatened against any of the Loan Parties that could reasonably be expected to
result in a Material Adverse Change.



          (d) Organizational Documents Not Amended. The organizational documents of such Loan
Party have not been amended or modified since copies thereof were previously delivered to
Administrative Agent.



     8. Miscellaneous.



          (a) Full Force and Effect. All provisions of the Credit Agreement and the other Loan
Documents remain in full force and effect on and after the date of this Amendment and the date
hereof except as expressly amended hereby. The parties do not amend any provisions of the Credit
Agreement or any other Loan Document except as expressly amended hereby.



          (b) Counterparts. This Amendment may be signed in counterparts (by facsimile
transmission or otherwise), but all of which together shall constitute one and the same instrument.



          (c) Incorporation into Credit Agreement. This Amendment shall be incorporated into
the Credit Agreement by this reference. All representations, warranties, Events of Default and



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covenants set forth herein shall be a part of the Credit Agreement as if originally contained
therein.



          (d) Governing Law. This Amendment shall be deemed to be a contract under the Laws of
the State of New York and for all purposes shall be governed by and construed and enforced in
accordance with the internal laws of the State of New York without regard to its conflict of laws
principles.



          (e) No Novation. Except as amended hereby, all of the terms and conditions of the
Credit Agreement and the other Loan Documents shall remain in full force and effect. Borrower, the
other Loan Parties, each Lender, and Administrative Agent acknowledge and agree that this Amendment
is not intended to constitute, nor does it constitute, a novation, interruption, suspension of
continuity, satisfaction, discharge or termination of the obligations, loans, liabilities or
indebtedness under the Credit Agreement or the other Loan Documents.




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[SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT]




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



	 	 	 	 	 
	 	THE O’GARA GROUP, INC.

 	 
	 	By:  	     /s/ Abram S. Gordon
 	 
	 	 	Name:  	Abram S. Gordon 	 
	 	 	Title:  	Vice President and Secretary 	 
	 



	 	 	 	 	 
	 	GUARANTORS:
O’GARA SAFETY & SECURITY INSTITUTE, INC.

 	 
	 	By:  	                                           /s/ Abram S. Gordon
 	 
	 	 	Name:  	Abram S. Gordon 	 
	 	 	Title:  	Secretary 	 
	 



	 	 	 	 	 
	 	O’GARA-TRACOR, INC.

 	 
	 	By:  	                                           /s/ Abram S. Gordon
 	 
	 	 	Name:  	Abram S. Gordon 	 
	 	 	Title:  	Secretary 	 
	 



	 	 	 	 	 
	 	O’GARA-HOMELAND DEFENSE SOLUTIONS, INC.

 	 
	 	By:  	                                           /s/ Abram S. Gordon
 	 
	 	 	Name:  	Abram S. Gordon 	 
	 	 	Title:  	Secretary 	 
	 





	 	 	 	 	 
	 	O’GARA TRAINING AND
SERVICES, LLC
By: O'Gara-Homeland Defense Solutions, Inc.
Its: Sole Member	 
	 
	 	By:  	                                           /s/ Abram S. Gordon
 	 
	 	 	Name:  	Abram S. Gordon 	 
	 	 	Title:  	Secretary 	 
	 




 









 






	 	 	 	 	 



[SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT]





	 	 	 	 	 
	 	SECURE PRODUCT CREATIONS, LLC
By: O'Gara-Homeland Defense Solutions, Inc.
Its: Sole Member	 
	 
	 	By:  	                                           /s/ Abram S. Gordon
 	 
	 	 	Name:  	Abram S. Gordon 	 
	 	 	Title:  	Secretary 	 











	 	 	 	 	 
	 	INTERNATIONAL SOCIETY OF FIRST
RESPONDERS, LLC
By: O'Gara-Homeland Defense Solutions, Inc.
Its: Sole
Member
	 
	 
	 	By:  	                                           /s/ Abram S. Gordon
 	 
	 	 	Name:  	Abram S. Gordon 	 
	 	 	Title:  	Secretary 	 



	 	 	 	 	 
	 	DIFFRACTION LTD.

 	 
	 	By:  	                                           /s/ Abram S. Gordon
 	 
	 	 	Name:  	Abram S. Gordon 	 
	 	 	Title:  	Secretary 	 
	 



	 	 	 	 	 
	 	STS HOLDING COMPANY

 	 
	 	By:  	                                           /s/ Abram S. Gordon
 	 
	 	 	Name:  	Abram S. Gordon 	 
	 	 	Title:  	Vice President and Secretary 	 
	 



	 	 	 	 	 
	 	SENSOR TECHNOLOGY SYSTEMS, INC.

 	 
	 	By:  	                                           /s/ Abram S. Gordon
 	 
	 	 	Name:  	Abram S. Gordon 	 
	 	 	Title:  	Vice President and Secretary 	 
	 



	 	 	 	 	 
	 	TOG MOBILE SECURITY, INC.

 	 
	 	By:  	                                           /s/ Abram S. Gordon
 	 
	 	 	Name:  	Abram S. Gordon 	 
	 	 	Title:  	Secretary 	 



 









 






	 	 	 	 	 



[SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	PNC BANK, NATIONAL ASSOCIATION,
individually and as Administrative Agent

 	 
	 	By:  	                                           /s/ Chris Belletti
 	 
	 	 	Name:  	Chris Belletti 	 
	 	 	Title:  	Senior Vice President 	 
	 



	 	 	 	 	 
	 	FIRST COMMONWEALTH BANK

 	 
	 	By:  	                                           /s/ Anthony M. Cardone 
 	 
	 	 	Name:  	Anthony M. Cardone 	 
	 	 	Title:  	Vice President