ex101to8k07601_05292009.htm


    Exhibit 10.1

     

    
      


      TWELFTH AMENDMENT TO LOAN
AND SECURITY AGREEMENT

      


      


      This
TWELFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as
of this 29th day of May, 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)           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
“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 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 August
30, 2009 (“Scheduled Term Loan Maturity Date”) or earlier, if required to be
repaid in accordance with clause (ii) below or 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.  On or prior to the Scheduled Term Loan Maturity Date,
Borrowers may repay the Term Loan in full (but not in part), together with all
accrued and unpaid interest thereon, from proceeds of Revolving Loans up to an
amount such that Availability is not less than $2,000,000 after giving effect to
such repayment (provided, that such
$2,000,000 Availability level shall be deemed adjusted downward by the amount of
any additional availability blocks over $3,000,000 that are added pursuant to
subsection 2(a)(v) but in no event shall such Availability level be less than
$0).  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 (or such earlier date when due), Agent may make demand under that
certain Corporate Guaranty executed in favor of Agent on October 31, 2008 (as
amended, restated or reaffirmed from time to time, the “Corporate Guaranty”) in
addition to any other rights and remedies Agent may exercise under this
Agreement and the Other Agreements.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (ii)  Notwithstanding
anything herein to the contrary, Borrowers agree to prepay the principal amount
of the Term Loan on June 30, 2009 in the principal amount of $1,500,000 and on
July 30, 2009 in the principal amount of $1,500,000.  On such
installment due dates, Borrowers may make such prepayments from proceeds of
Revolving Loans up to an amount such that Availability is not less than
$2,000,000 after giving effect to such prepayment (provided, that such
$2,000,000 Availability level shall be deemed adjusted downward by the amount of
any additional availability blocks over $3,000,000 that are added pursuant to
subsection 2(a)(v) but in no event shall such Availability level be less than
$0).  If any such prepayment installment is not paid on the date
specified in this clause (ii), Agent may make demand under the Corporate
Guaranty for any balance owing on such installment in addition to any other
rights and remedies Agent may exercise under this Agreement and the Other
Agreements.

       

      (iii) To the extent the Term Loan under
Section 2(e) is not repaid in full on the Scheduled Term Loan Maturity Date,
Borrowers shall pay to Agent an additional $50,000 amendment fee in connection
with that certain Sixth Amendment to Loan and Security Agreement dated as of
October 31, 2008 among Borrowers, Parent, Lenders party thereto and Agent, which
fee shall be for the ratable benefit of the Lenders executing such
amendment.

       

      (iv)  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 Corporate Guaranty within
three(3) Business Days of such Event of Default.”

       

      (b)           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
reference to the date “May 29, 2009” and replacing it with the date “August 30,
2009”.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      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.

       

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

       

      (d)           Agent
shall have received an amendment and reaffirmation of that certain Corporate
Guarantee dated as of October 31, 2008 in favor of Agent, in form and substance
satisfactory to Agent; and

       

      (f)           
Agent shall have received an amendment to that certain side letter dated as of
October 31, 2008 in favor of Point Blank Solutions, Inc., 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 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;

       

      (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

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      (d)           no
Default or Event of Default has occurred and is continuing.

       

      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
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 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]

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      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:

                    	
                      
                        Acting
      President

                      

                    


            

          

        

      

      


      


      
        
          	
                  POINT
      BLANK BODY ARMOR INC.

                
	 
      
	
                  By:

                	
                  
                    /s/
      Jim Henderson

                  

                
	
                  Name:

                	
                  
                    Jim
      Henderson

                  

                
	
                  Title:

                	
                  
                    Acting
      President

                  

                


        

      

      


      


      
        
          	
                  LIFE
      WEAR TECHNOLOGIES, INC.

                
	 
      
	
                  By:

                	
                  
                    /s/
      Jim Henderson

                  

                
	
                  Name:

                	
                  
                    Jim
      Henderson

                  

                
	
                  Title:

                	
                  
                    Acting
      President

                  

                


        

      

      


      


      


      


      PARENT:

      


      


      


      
        
          	
                  POINT
      BLANK SOLUTIONS, INC.

                
	 
      
	
                  By:

                	
                  
                    /s/
      Jim Henderson

                  

                
	
                  Name:

                	
                  
                    Jim
      Henderson

                  

                
	
                  Title:

                	
                  
                    Acting
      CEO

                  

                


        

      

      


       

      
        [Signature
Page to Twelfth 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/
      David S. Oppenheimer

                  

                
	
                  Name:

                	
                  
                    David
      S. Oppenheimer

                  

                
	
                  Title:

                	
                  
                    SVP

                  

                


        

      

      
 

       

       

       

       

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