EX-10.18






Exhibit 10.18




January 8, 2009




Mr. Steve Ratterman

Chief Financial Officer

The O’Gara Group, Inc.

7870 East Kemper Road

Suite 460

Cincinnati, Ohio 45249





			
	RE:	 	Proposed $35,000,000 in Senior Secured Credit Facilities





Dear Steve:



It is our understanding that The O’Gara Group, Inc. (the “Company” or the “Borrower”) proposes to
undertake the Transaction described in the Summary of Terms and Conditions (the “Summary”) attached
hereto and has requested that PNC Bank, National Association (“PNC Bank”), provide a portion of the
$35,000,000 in senior secured credit facilities consisting of (i) a revolving credit facility in an
amount not to exceed $25,000,000 and (ii) a term loan facility of up to $10,000,000 (the “Credit
Facilities”) and PNC Capital Markets LLC (“PNC Capital Markets” or the “Arranger”) arrange and
syndicate the Credit Facilities (the “Financing”) for the proposed Transaction.



We are pleased to inform you of (i) PNC Bank’s commitment to provide $30,000,000 and (ii) First
Commonwealth Bank’s (“First Commonwealth” and together with PNC Bank, the “Banks”) commitment to
provide $5,000,000 of the Financing described in the attached Summary, subject to the terms and
conditions referred to in this letter and the Summary. In addition, PNC Capital Markets is pleased
to inform you of its agreement to act as the lead arranger and bookrunner, and PNC Bank is pleased
to inform you of its agreement to act as the Administrative Agent (the “Administrative Agent”) for
the Financing, in each case subject to the terms and conditions referred to in this letter, the
Summary and the Fee Letter (dated as of this date (the “Fee Letter”). This Commitment Letter (as
defined below), Fee Letter and Summary are being provided in replacement of that certain commitment
letter, fee letter and summary dated October 24, 2008, which superseded that certain commitment
letter, fee letter and summary dated August 21, 2008.



The Summary includes a description of the principal terms of the proposed credit facilities
connected with the Financing, and is intended as a framework for the documentation and as a basis
for further discussion of the Financing’s terms, as appropriate. The Financing will be documented
in a definitive credit agreement (the “Credit Agreement”) reasonably satisfactory to all parties
hereto and other agreements, instruments, certificates, and documents called for by the Credit
Agreement or which the Arranger or the Banks may otherwise require (collectively, the “Credit
Documents”), to be delivered at the closing of
the Financing (the “Closing”). The Credit Documents shall prevail over the terms of this letter;
provided, however, that the provisions of this letter regarding syndication of the Financing shall
survive the execution and delivery of the Credit Documents.




 









 







The Banks’ obligations are conditioned on the execution and delivery of the Credit Documents in
form and content reasonably satisfactory to the Company, the Arranger and PNC Bank. Because not
all of the terms can be set forth in the Summary, a failure by PNC Bank or the Company to agree on
the definitive terms of the Credit Documents will not constitute a breach of this commitment. The
obligations of the Arranger and the Banks pursuant to this letter are also subject to acceptance by
the Company as provided below and the statutory and other regulatory requirements under which PNC
Bank and the Arranger are governed.



In addition to the terms and conditions set forth in the Summary, the Banks’ commitments to provide
the proposed Financing are further subject to: (i) PNC Bank’s satisfaction with the organization
and legal structure, significant contracts, and tax, labor, environmental, ERISA, and other matters
relating to the Company and its subsidiaries, both before and after consummation of the
Transaction; (ii) there being no material adverse change in the condition (financial or otherwise),
business, operations, properties or prospects of the Company and its subsidiaries or of the Pending
Acquisitions (as defined in the Summary) since December 31, 2007; (iii) the accuracy and
completeness of all representations made by or on behalf of the Company to the lenders and all
information furnished by or on behalf of the Company to the lenders (including the Arranger and
Administrative Agent); and (iv) the Company’s compliance with the terms of this Commitment Letter,
including, without limitation, the payment in full of all reasonable fees, expenses and other
amounts payable under this Commitment Letter. To assist in due diligence, the Company agrees that
the Arranger or Administrative Agent may, in their discretion, request further due diligence items
from the Company and retain experts or consultants in connection with the Financing.



PNC Capital Markets will manage all aspects of the syndication of the Financing in consultation
with the Company, including the timing of all offers to potential lenders, the determination of the
amounts offered to potential lenders, the acceptance of engagements of the lenders and the
compensation to be provided to the lenders.



The Company shall take all action as the Arranger may reasonably request to assist the Arranger in
forming a syndicate acceptable to it and the Company. The Company’s assistance in forming such a
syndicate shall include, but not be limited to, (i) making senior management and representatives of
the Company available to participate in information meetings with potential lenders at such times
and places as the Arranger may reasonably request; (ii) using its best efforts to ensure that the
syndication efforts benefit from the Company’s lending relationships; and (iii) providing the
Arranger with all information reasonably requested by them to successfully complete the
syndication.



PNC Bank shall act as the Administrative Agent for the Financing and PNC Capital Markets shall act
as sole lead arranger and bookrunner. No additional agents, co-agents, arrangers or bookrunners
will be appointed, or other titles conferred, without the consent of PNC Capital Markets.



This letter is issued in reliance on the information provided to the Administrative Agent and the
Arranger by the Company in connection with the Company’s request for the Financing and the
information in any supporting document or material. The Company represents and warrants that (i)
all written information (other than financial projections referred to in clause (ii) below) that it
has made or will hereafter make available to the Administrative Agent or the Arranger or any
potential lender by or on behalf of the Company in connection with the Financing and other
transactions contemplated hereby is and will, on the date so provided, be complete and correct in
all material respects and does not and will not, on the date so provided, contain any untrue
statement of a material fact or omit to state a material fact necessary in order to make the
statements contained therein not misleading in light of circumstances under which the statements
were made and (ii) all financial projections, if any, that have been or will be prepared by the
Company and made available to the Administrative Agent, the Arranger or any potential lender have
been or will be, on the date provided, prepared in good faith based upon reasonable assumptions (it
being


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understood that such projections are subject to significant uncertainties and contingencies, many
of which are beyond the Company’s control, and that no assurance can be given that the projections
will be realized). The Company agrees to promptly supplement the information supplied by it and
the projections supplied by it from time to time so that all such information and projections as
supplemented shall be complete and correct in all material respects and will not contain any untrue
statement of a material fact or omit to state a material fact necessary in order to make the
statements contained therein not misleading in light of circumstances under which the statements
were made. The Administrative Agent may terminate this engagement if there has been any material
misrepresentation or material inaccuracy in the information heretofore provided or any failure to
include material information necessary in order to make the information heretofore provided
complete and correct in all material respects.



This Commitment Letter may not be assigned by the Company and no rights of the Company hereunder
may be transferred and no obligations may be delegated without the prior written consent of the
Administrative Agent or PNC Capital Markets. The commitment of PNC Bank shall be ratably and
irrevocably reduced by the amount of the commitment from any prospective lender to provide a
portion of the Financing, effective upon delivery of written evidence of such lender’s commitment
to the Company.



No modification or waiver of any of the terms and conditions of this engagement will be valid and
binding unless agreed to in writing by the Company, the Administrative Agent and the Arranger.
When accepted, this letter (the “Commitment Letter”), including the attached Summary, and the fee
letter dated as of this date (the “Fee Letter”) shall constitute the entire agreement between the
Administrative Agent and PNC Capital Markets on the one hand, and the Company, on the other hand,
concerning the Financing and replaces all prior understandings, statements and negotiations. The
Summary and the Fee Letter are integral parts of this Commitment Letter.



The Administrative Agent’s commitment hereunder will expire on January 9, 2009, unless on or before
that date the Company signs and returns the enclosed copy of this Commitment Letter along with the
Fee Letter and the Acceptance Fee (receipt of which is hereby acknowledged) as specified in the Fee
Letter. Once accepted, the Administrative Agent’s commitment under this letter will expire on
February 17, 2009 if the Financing has not closed on or before that date. These expiration dates
may only be extended in writing by the Administrative Agent and PNC Capital Markets.



The remainder of this letter sets forth our mutual understanding as to the services to be performed
by the Arranger in syndicating the Financing, the obligations of the Company, compensation to PNC
Bank and PNC Capital Markets well as the general terms and conditions of PNC Capital Markets’
engagement (the “Engagement”) and the engagement of the Administrative Agent.



The Arranger will syndicate the Financing based upon information supplied by, among others, the
Company, consultants, appraisers and prospective lenders. Proposed terms and conditions of the
Financing as of the date hereof are summarized herein and in the Summary.



The Arranger shall introduce interested lenders to the Company and assist the Company with any and
all negotiations with such interested lenders concerning the Financing. The Company hereby
consents to the transfer of information regarding the Company and its subsidiaries between PNC
Capital Markets, PNC Bank and their respective affiliates and other prospective lenders.



The Company agrees to provide the Arranger, PNC Bank and their legal counsel and consultants with
such information and access to the officers, directors, employees, accountants and legal counsel of
such Company as may be reasonably requested by the Arranger for the purpose of preparing a
Confidential Information Memorandum (the “Memorandum”) together with any supplemental information
which the lenders may require. The information may include, but may not be limited to, general
industry


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information, information about such Company and its subsidiaries, historical financial statements
and financial projections over the term of the Financing.



The Company agrees that prior to delivery of the Memorandum to any other lender, a senior officer
of the Company will review the Memorandum and will provide a letter stating that the Memorandum is
complete and correct in all material respects and does not contain any untrue statements of a
material fact, or omit to state any matter necessary to make the Memorandum not material
misleading.



Until the completion of the primary syndication of the Financing (as determined by the Arranger),
the Company agrees that, except as contemplated in this letter and the Summary, neither it nor any
of its subsidiaries shall enter into any (i) acquisitions (except for the Pending Acquisitions as
specifically noted in the Summary), (ii) other credit facilities or (iii) issue any indebtedness
for borrowed money whether syndicated, publicly or privately placed, if such acquisition, facility
or issue might, in the Arranger’s reasonable judgment, have a detrimental effect on the successful
completion of the Financing, and will advise the Arranger immediately if any acquisition, issue or
facility is contemplated.



PNC Capital Markets and PNC Bank shall be reimbursed from time to time by the Company upon request
for all reasonable out-of-pocket expenses (whether incurred before or after the date hereof) which
they may incur while performing services hereunder, including in connection with the negotiation,
preparation, due diligence, execution, syndication, delivery and enforcement of this letter, the
Credit Documents and other documentation and any assignment or participation of PNC Bank’s
interests herein. These include, without limitation, reasonable fees and expenses of legal
counsel, appraisers and consultants. Such reimbursement shall not be contingent upon the Closing
or execution of the Credit Documents.



The Company agrees to pay the fees set forth in the Summary and the Fee Letter.



The Administrative Agent, Arranger and the Company each confirm that it has the requisite power and
authority to enter into this letter and to perform its respective undertakings hereunder.



The Arranger will use reasonable efforts to provide the advice, assistance and services described
above. The Arranger does not, however, warrant, represent, promise, guarantee or otherwise provide
assurances that the Financing will be closed.



By executing this letter, the Company agrees to indemnify and hold harmless PNC Capital Markets,
the Administrative Agent and each of their respective affiliates and each of their respective
officers, directors, employees, advisors and agents (each an “Indemnified Person”) from and against
any and all losses, claims, damages, liabilities, costs and expenses (including without limitation
reasonable fees and expenses of legal counsel), joint or several, which may be incurred by or
asserted or awarded against any Indemnified Person (including, without limitation, in connection
with any investigation, litigation or other proceeding or preparation of a defense in connection
therewith), in each case arising out of or in connection with the Engagement or the Financing, this
letter, the Summary, the Fee Letter, the Pending Acquisitions or any other transaction contemplated
by any of the foregoing, except to the extent such claim, damage, loss, liability, cost or expense
results from such Indemnified Person’s own gross negligence or willful misconduct. In the case of
an investigation, litigation or other proceeding to which the indemnity in this paragraph applies,
such indemnity shall be effective whether or not such investigation, litigation or proceeding is
brought by the Company, any of its directors, security holders or creditors, an Indemnified Person
or any other person or an Indemnified Person is otherwise a party thereto and whether or not the
transactions contemplated hereby are consummated.



No Indemnified Person shall have any liability (whether in contract, tort or otherwise) to the
Company or any of its security holders or creditors for or in connection with the transactions
contemplated hereby,


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except to the extent such liability results from such Indemnified Person’s own gross negligence or
willful misconduct. In no event, however, shall any Indemnified Person be liable on any theory of
liability for any special, indirect, consequential or punitive damages (including, without
limitation, any loss of profits, business or anticipated savings).



The Arranger’s services hereunder may be terminated by the Company upon thirty days’ written notice
to the Arranger. Notwithstanding any termination of such services or this letter, the Arranger and
Administrative Agent shall be entitled to the expenses and fees described above, and the Company’s’
indemnification obligation outlined above will continue. In the event the Arranger’s services are
terminated by the Company, the engagement of the Administrative Agent shall also terminate.



The Company acknowledges that the Arranger and/or one or more of its respective affiliates may
provide financing, equity capital, financial advisory and/or other services to parties whose
interests may conflict with the Company’s interests. Neither the Arranger nor any affiliate of the
Arranger will furnish confidential information obtained from the Company to any of their other
customers. Furthermore, the Arranger and no affiliate of the Arranger will make available to the
Company confidential information that it has obtained or may obtain from any other person.



PNC Capital Markets hereby notifies you that pursuant to the requirements of the U.S.A. PATRIOT ACT
(Title III of Pub. 107 56 (signed into law October 26, 2001))(the “Patriot Act”), it and each of
the Lenders may be required to obtain, verify and record information that identifies you and your
affiliates, which information may include your or their respective names and addresses, and other
information that will allow PNC Capital Markets and each of the Lenders to identify you or any of
then in accordance with the Patriot Act. This notice is given in accordance with the requirements
of the Patriot Act and is effective for PNC Capital Markets and each of the Lenders.



Upon closing, PNC Capital Markets shall be entitled to place a “tombstone” advertisement in various
publications subject to the Company’s approval of the contents of such advertisement, which
approval shall not be unreasonably withheld or delayed.



The terms contained in this letter and the Summary are confidential and, except for disclosure to
the Company’s board of directors, the Company’s officers and employees, the United States
Securities and Exchange Commission for purposes of filing this letter and Summary in the Company’s
Form S-1 Registration Statement and related amendments, the respective boards of directors of the
sellers under the Pending Acquisitions (the “Sellers”) and their controlling affiliates, the
respective officers and employees of the Sellers and their controlling affiliates, professional
advisors retained by the Company or the Sellers and their controlling affiliates in connection with
this transaction, or as may be required by law, may not be disclosed in whole or in part to any
other person or entity without prior written consent of the Arranger. This letter is solely for
the benefit of the Company and no other person or entity shall obtain any rights hereunder or be
entitled to rely or claim reliance upon the terms and conditions hereof.



PNC Capital Markets and the Administrative Agent each agree to keep any information delivered or
made available by the Company confidential from anyone other than its affiliates, employees,
officers, attorneys and other advisors (its “Representatives”) who are or are expected to become
engaged in evaluating, approving, structuring or administering the Financing or rendering legal
advice in connection therewith, provided that nothing herein shall prevent PNC Capital Markets or
PNC Bank from disclosing such information (a) to potential lenders subject to customary
confidentially provisions, (b) upon the order of any administrative agency or other governmental
authority, (c) upon the request or demand of any government regulatory agency or authority, (d) to
the extent that such information has been publicly disclosed other than as a result of a disclosure
by it or its Representatives, and (e) otherwise as required by law.




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This letter is solely for the benefit of the Company and no other person or entity shall obtain any
rights hereunder or be entitled to rely or claim reliance upon the terms and conditions hereof.
This letter does not create a fiduciary relationship among the parties. The representations and
warranties of the Company herein and the provisions hereof relating to fees, indemnification, costs
and expenses, confidentiality, governing law and waiver of jury trial shall survive the termination
of this letter and the engagements hereunder.



This letter shall be governed by and construed in accordance with the laws of the State of New
York. This Commitment Letter may be executed in any number of counterparts, each of which, when so
executed, shall be deemed to be an original and all of which, taken together, shall constitute one
and the same Commitment Letter. Delivery of an executed counterpart of a signature page to this
Commitment Letter by telecopier shall be as effective as delivery of an original executed
counterpart of this Commitment Letter. The provisions hereof related to syndication, information,
indemnification and confidentiality shall survive the termination of the undertakings of the
Arranger and Administrative Agent hereunder. The Company acknowledges that information and
documents relating to the Financing may be transmitted through Debtdomain, the internet or similar
electronic transmission systems.



WAIVER OF JURY TRIAL. THE COMPANY IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS COMMITMENT LETTER OR THE FEE
LETTER, OR ANY TRANSACTION CONTEMPLATED IN EITHER DOCUMENT OR THE ACTIONS OF THE PARTIES HERETO OR
ANY OF THEIR AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT OF ANY OF THE FOREGOING.
THE COMPANY ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY. THE COMPANY FURTHER
ACKNOWLEDGES THAT IT HAS READ AND UNDERSTOOD THE PROVISIONS OF THIS ENGAGEMENT LETTER AND THE FEE
LETTER, AND HAS BEEN ADVISED BY COUNSEL WITH RESPECT THERETO AS NECESSARY AND APPROPRIATE.



If the foregoing accurately sets forth your understanding, please indicate your acceptance hereof
by signing the enclosed copy of this letter and returning it, together with the Fee Letter, to
Connie Cesario, Managing Director, PNC Capital Markets LLC , One PNC Plaza, 249 Fifth Avenue,
Pittsburgh, PA 15222 (fax: 412-762-2760) at or before 5 p.m. (eastern standard time) on January 9,
2009 the time at which the undertakings of the Arranger and Administrative Agent hereunder (if not
so accepted prior thereto) will terminate. If the Company elects to deliver this Commitment Letter
by telecopier, please arrange for the executed original to follow by next-day courier. We are
pleased to have this opportunity and very much look forward to working with you.




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Sincerely,




	 	 	 	 	 
	PNC Bank, National Association	 	 
	 
	 	 	 	 
	/s/ Christopher Belletti	 	 
	 	 	 
	Senior Vice President	 	 
	 
	 	 	 	 
	First Commonwealth Bank	 	 
	 
	 	 	 	 
	/s/ Stephen J. Orban	 	 
	 	 	 
	Stephen J. Orban	 	 
	Vice President	 	 
	 
	 	 	 	 
	PNC Capital Markets LLC	 	 
	 
	 	 	 	 
	/s/ Peter Hilton	 	 
	 	 	 
	Senior Managing Director	 	 
	 
	Agreed to and accepted:	 	 
	 
	 	 	 	 
	The O’Gara Group, Inc.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Steven P. Ratterman
	 	 
	 

	 	 	 	 
	Date: January 9, 2009	 	 






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THE O’GARA GROUP, INC.

SUMMARY OF TERMS AND CONDITIONS




	 	 	 
	Borrower:

	 	The O’Gara Group, Inc. (the “Borrower”).
	 
	 	 
	Guarantors:

	 	To include all existing and hereinafter acquired, or created direct and indirect
domestic subsidiaries of the Borrower and the guarantee of all foreign
subsidiaries (the “Guarantors” and together with the Borrower, the “Loan
Parties”) except where, (i) the delivery of a guarantee is restricted by the
jurisdiction in which such foreign subsidiary is organized, (ii) the giving of
a guarantee by such foreign subsidiary would result in material increased tax
liabilities for the Borrower and its consolidated subsidiaries, taken as a whole
or (iii) the costs of obtaining a guaranty in any particular foreign
jurisdiction are unreasonably excessive in relation to the benefits to the
Lenders (as hereinafter defined) afforded thereby.
	 
	 	 
	Administrative Agent:

	 	PNC Bank, National Association (the “Administrative Agent”).
	 
	 	 
	Lead Arranger:

	 	PNC Capital Markets LLC (the “Arranger”).
	 
	 	 
	Lenders:

	 	Lending institutions acceptable to the Arranger and the Borrower (collectively,
the “Lenders”).
	 
	 	 
	Transaction:

	 	Simultaneous with closing of the Credit Facilities (defined below) and a pending
Initial Public Offering (“IPO”), the Borrower will acquire Finanziaria
Industriale S.p.A. (together with its wholly- and partially- owned subsidiaries,
“Isoclima”), Transportadora de Proteccion y Seguridad, S.A. de C.V. (“TPS”), and
OmniTech Partners, Inc., Optical Systems Technology, Inc. and Keystone Applied
Technologies, Inc. (collectively, “OmniTech”) (OmniTech, together with Isoclima
and TPS, the “Pending Acquisitions”) using the proceeds from the IPO, borrowings
under the Credit Facilities and issuances of its common stock (the
“Transaction”).
	 
	 	 
	Credit Facilities:

	 	$35,000,000 in Senior Secured Credit Facilities (defined below).
	 
	 	 
	 

	 	a)    $25,000,000 Senior Secured Revolving Credit Facility with a $10,000,000
sublimit for the issuance of letters of credit (the “Revolver”), a $2,000,000
sublimit for swingline borrowings and a $5,000,000 sublimit for loans
denominated in an Alternate Currency. Borrowings under the swing line will
reduce availability under the Revolver. Pricing on swingline borrowings to be
based on the Agent’s offered rate plus the applicable LIBOR margin then in
effect.

	 
	 	 
	 

	 	      Alternate Currency means, with respect to any Revolver loan, Euros and Pesos to
the extent that such currency is freely tradable and exchangeable into U.S.
Dollars in the London or other applicable interbank market and for which an
exchange rate can be determined by reference to the Bloomberg Financial Markets
system.

	 
	 	 
	 

	 	b)   $10,000,000 Senior Secured Term Loan (the “Term Loan” and together with the
Revolver, the “Credit Facilities”).

	 
	 	 
	Accordion Feature:

	 	At or after the Closing Date, the Borrower shall have the option to increase the
Term Loan in an amount not to exceed $15,000,000 without the consent of the
Lenders.






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	 	The Borrower may solicit any Lender and/or any other financial institution
reasonably satisfactory to the Agent and the Borrower to provide such additional
or new commitments. No Lender shall be committed to provide any incremental
commitment until it expressly agrees to provide such commitment.
	 
	 	 
	Purpose:

	 	The Credit Facilities shall be used to (i) partially finance the Pending
Acquisitions, (ii) pay fees and expenses in connection with the Transaction,
(iii) refinance certain existing indebtedness, and (iv) with respect to the
Revolver, to fund working capital, Permitted Acquisitions, capital expenditures
and other general corporate purposes of the Borrower and its subsidiaries,
including the issuance of letters of credit. Refer to Exhibit I for Estimated
Sources and Uses at closing.
	 
	 	 
	Execution Date:

	 	On or before January 16, 2009.
	 
	 	 
	Closing (funding) 

Date:

	 	On or before February 17, 2009.
	Maturity:

	 	a)    Three years from the Closing Date.

	 
	 	 
	 

	 	b)    Three years from the Closing Date.

	 
	 	 
	Repayment:

	 	a)   At maturity. Until maturity, the Borrower may borrow, repay and reborrow an
amount not to exceed the amount of the Revolver less outstanding letters of
credit and swingline borrowings.

	 
	 	 
	 

	 	b)   In quarterly principal payments based upon annual reductions as follows:

Year 1:      $2,000,000

Year 2:      $3,000,000

Year 3:      $5,000,000

	 
	 	 
	 

	 	      The full amount of the Term Loan must be drawn in a single drawing on the
Closing Date. No amount of the Term Loan may be re-borrowed (although LIBOR
rollovers and conversions will be permitted).

	 
	 	 
	Interest Rate and 


Letters of Credit
Fees:

	 	Interest rates and letter of credit fees for the Credit Facilities will be
subject to a performance based pricing grid which is attached hereto. The basis
for pricing will be based on the Borrower’s Leverage Ratio per the attached
pricing grid, see Exhibit II. Initial pricing (as expressed in basis points) is
expected to be as follows:
	 
	 	 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	LIBOR Margin	 	Base Rate Margin
	 	 	Revolver
	 	 	L + 450	 	 	BR + 350
	 	 	Term Loan
	 	 	L + 450	 	 	BR + 350






	 	 	 
	Base Rate Option:

	 	The Base Rate (“BR”) is the higher of (i) the Agent’s prime rate (ii) the
Federal Funds rate plus 1/2 % and (iii) the Daily LIBOR Rate plus 100 basis
points. Interest on the Base Rate borrowings is calculated on an actual/360 and
is paid quarterly.
	 
	 	 
	 

	 	For purposes of this definition, Daily LIBOR Rate shall mean, for any day, the
rate per annum determined by the Agent by dividing the (x) the Published Rate by
(y) a number equal to 1.00 minus the percentage prescribed by the Federal
Reserve for determining the maximum reserve requirements with respect to any
Eurocurrency funding by banks on






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	 	such day. Published Rate shall mean the rate
of interest published each business day in The Wall Street Journal “Monday
Rates” listing under the caption “London Interbank Offered Rates” for a one
month period (or, if no such rate is published therein for any reason, then the
Published Rate shall be the Eurodollar rate for a one month period as published
in another publication determined by the Agent.
	 
	 	 
	LIBOR Option:

	 	Interest on LIBOR borrowings is calculated on an actual/360 day basis and is
payable the earlier of quarterly or on the last day of each interest period.
LIBOR advances will be available for periods of 1, 2, 3 or 6 months. LIBOR
pricing will be adjusted for any statutory reserves.
	 
	 	 
	Letters of Credit:

	 	The Borrower shall pay letter of credit fees equal to the then applicable spread
above LIBOR on the aggregate face amount of standby letters of credit issued
under the Revolver to each Lender quarterly in proportion to such Lender’s
commitment. In addition, the Borrower shall pay the Issuing Lender a 1/4%
fronting fee, payable quarterly, on the aggregate face amount of such letters of
credit.
	 
	 	 
	Default Rate:

	 	Subsequent to an Event of Default which continues beyond any applicable cure
period, outstandings shall bear interest at 2% over the rate of interest
applicable under the Base Rate pricing option.
	 
	 	 
	Interest Rate 

Protection:

	 	The Borrower shall enter into interest rate protection agreements for a period
of not less than two (2) years in a form acceptable to the Administrative Agent
on at least 50% of the outstandings on the Term Loan. The interest rate
protection agreements shall be entered within 60 days of closing on the Term
Loan.
	 
	 	 
	 

	 	If an interest rate protection agreement is provided by one of the Lenders, such
interest rate protection may be secured by liens which are pari passu with those
securing the Credit Facilities to the extent of such institution’s credit
exposure. Such institution shall calculate its credit exposure in a reasonable
and customary manner.  

Documentation for interest rate protection shall conform to ISDA standards and
must be acceptable to the Agent with respect to inter-creditor issues.
	 
	 	 
	Yield Protection:

	 	The Borrower shall pay the Lenders such additional amounts as will compensate
the Lenders in the event applicable law, or change in law, subjects the Lenders
to reserve requirements, capital requirements, taxes (except for taxes on the
overall net income of the Lenders) or other charges which increase the cost or
reduce the yield to the Lenders, under customary yield protection provisions.
	 
	 	 
	Expenses:

	 	The Borrower shall pay all of the Arranger’s and Administrative Agent’s costs
and expenses associated with the preparation, due diligence, administration,
syndication and enforcement of all documentation executed in connection with the
Credit Facilities, including, without limitation, the legal fees of counsel to
the Administrative Agent and the Arranger, regardless of whether or not the
Credit Facilities close.
	 
	 	 
	Fees:
	 	 
	Commitment Fee:

	 	A Commitment Fee of 50 basis points shall be paid on the unused portion of the
Revolver payable to each Lender quarterly in arrears in proportion to such
Lender’s commitment.






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	Collateral:

	 	The Credit Facilities will have a first priority security interest on all
tangible and intangible existing and subsequently acquired property, including,
but not limited to, receivables, inventory, equipment, furniture, fixtures,
improvements, intangibles and owned real property of the Loan Parties. First
priority perfected lien on 100% of the common stock of each domestic subsidiary
of the Borrower, and in the event that a guarantee by foreign subsidiaries would
have adverse tax consequences, 65% of the Company’s first tier foreign
subsidiaries; to include an applicable pledge of all subsequently acquired or
formed subsidiaries.
	 
	 	 
	Voluntary 

Prepayments:

	 	Outstandings or commitments under the Credit Facilities may be prepaid or
terminated at the Borrower’s option without premium or penalty, in minimum
principal amounts to be agreed, subject to reimbursement of any costs associated
with prepayments of LIBOR advances or any other provisions contained in the
credit agreement.
	 
	 	 
	 

	 	Voluntary prepayments of the Term Loan shall be applied in the inverse order of
scheduled payments and may not be reborrowed.
	 
	 	 
	Mandatory

	 	Mandatory prepayments of the Term Loan shall be required in an amount equal to:
	Prepayments:
	 	 
	 

	 	(i)   100% of the net proceeds of material additional indebtedness, with
appropriate exceptions to be agreed upon, including, in any event any debt
otherwise permitted under the documentation for the Credit Facilities.

	 
	 	 
	 

	 	(ii)  50% of the net proceeds of any equity issuance, excluding the pending IPO
and any follow-on public equity offerings.

	 
	 	 
	 

	 	(iii)  100% of the net cash proceeds from non-ordinary course material asset or
property sales, subject to certain reinvestment exceptions and time periods.

	 
	 	 
	 

	 	(iv)  100% of the net proceeds from any recovery event, with appropriate baskets
to be agreed upon and subject to reinvestment rights and time periods.

	 
	 	 
	 

	 	(v)   100% of the outstandings under the Revolver that exceed the Revolver
commitment as a result of a fluctuation in exchange rates between Alternate
Currency and U.S. Dollars.

	 
	 	 
	 

	 	Payments (i) through (v) will be first applied to reduce the Term Loan in
inverse order to the remaining principal payments and then to the Revolver
outstandings, if any. Mandatory prepayments of the Term Loan may not be
reborrowed. Payment (vi) is only applicable to the Revolver.
	 
	 	 
	 

	 	All payments (including voluntary prepayments) shall be accompanied by (i)
payment of accrued interest on the amount prepaid to the date of prepayment, and
(ii) in the case of a prepayment of a LIBOR Loan, compensation to the Lenders
for break funding.
	 
	 	 
	Representations and
Warranties:

	 	Usual and customary for transactions of this type including those listed below
and such additional Representations and Warranties as may be required by the
Arranger and Lenders.
	 
	 	 
	 

	 	a. Organization and qualification.






11









 






	 	 	 
	                                                       	 	 
	                                                        	 	 
	 
	 	 
	 

	 	b.    Capitalization and ownership.
	 
	 	 
	 

	 	c.    Subsidiaries.
	 
	 	 
	 

	 	d.    Power and authority.
	 
	 	 
	 

	 	e.    Validity, binding effect and enforceability.
	 
	 	 
	 

	 	f.    No conflict.
	 
	 	 
	 

	 	g.    Litigation.
	 
	 	 
	 

	 	h.    Title to properties.
	 
	 	 
	 

	 	i.    Financial statements; no material adverse change.
	 
	 	 
	 

	 	j.    Use of proceeds; margin stock.
	 
	 	 
	 

	 	k.    Full disclosure.
	 
	 	 
	 

	 	l.    Taxes.
	 
	 	 
	 

	 	m.    Consents and approvals.
	 
	 	 
	 

	 	n.    No Event of Default.
	 
	 	 
	 

	 	o.    Patents, trademarks, copyrights, licenses.
	 
	 	 
	 

	 	p.    Solvency.
	 
	 	 
	 

	 	q.    Perfection and priority of liens securing the Credit Facilities.
	 
	 	 
	 

	 	r.    Insurance.
	 
	 	 
	 

	 	s.    Compliance with laws.
	 
	 	 
	 

	 	t.    Material contracts.
	 
	 	 
	 

	 	u.    Investment companies.
	 
	 	 
	 

	 	v.    Plans and benefit arrangements.
	 
	 	 
	 

	 	w.    Employment matters.
	 
	 	 
	 

	 	x.    Environmental matters.
	 
	 	 
	 

	 	y.    Senior debt status.
	 
	 	 
	 

	 	z.    Anti-terrorism laws.






12









 






	 	 	 
	Conditions Precedent 

 To Closing:

	 	The loan documentation will contain conditions to the effectiveness of the
Credit Facilities reasonably satisfactory to the Lenders including, but not
limited to the following:
	 
	 	 
	 

	 	a.   The Company shall have acquired the stock of the Pending Acquisitions on
terms and conditions acceptable to the Arranger, the Administrative Agent and
Lenders in their sole discretion, including without limitation, documentation,
title to assets, purchase price adjustments, and liabilities assumed.

	 
	 	 
	 

	 	b.    A certified copy of the stock purchase agreements for the Pending
Acquisitions (including all amendments, supplements, schedules and exhibits
thereto), which shall provide for an aggregate cash purchase price not to exceed
$144,000,000 million (excluding Transaction expenses). The Borrower shall have
raised a minimum of $142,000,000 in gross equity proceeds through an IPO of its
common stock.

	 
	 	 
	 

	 	c.   Satisfactory evidence that, after giving effect to the Transaction, (i) the
Borrowers’ trailing twelve month PF Adjusted EBITDA for the fiscal period ended
September 30, 2008, as determined in accordance with GAAP, shall be at least
equal to $24,600,000, (ii) the ratio of pro forma total debt at closing to total
trailing twelve month PF Adjusted EBITDA for the fiscal period ended September
30, 2008 shall not exceed 3.25x and (iii) the ratio of pro forma total debt at
closing less Isoclima debt at closing to total trailing twelve month PF Adjusted
EBITDA for the fiscal period ended September 30, 2008 less Isoclima PF Adjusted
EBITDA for the fiscal period ended September 30, 2008 shall not exceed 3.00x.

	 
	 	 
	 

	 	d.    Any existing credit agreements and the obligations thereunder shall have been
repaid in full and all related documentation and liens shall have been
terminated with the exception of debt to be assumed as part of the Pending
Acquisitions, including the debt of the Italian subsidiary which may remain
outstanding as of the Closing Date in an amount not to exceed 40,600,000 Euros.

	 
	 	 
	 

	 	e.    Negotiation, execution and delivery of definitive documentation with respect
to the Credit Facilities satisfactory to the Borrower, the Administrative Agent
and the Lenders.

	 
	 	 
	 

	 	f.    Closing certificate as to the accuracy of Representations and Warranties,
compliance with covenants and absence of an Event of Default or Potential
Default.

	 
	 	 
	 

	 	g.    Certified resolutions, incumbency certificate and corporate documents.

	 
	 	 
	 

	 	h.    Search of lien, tax and judgment filings in various jurisdictions.

	 
	 	 
	 

	 	i.    The Lenders shall have been granted on the Closing Date first-priority
perfected liens and guarantees to the extent required and shall have received
such other reports, documents and agreements as are customarily delivered in
connection with security interests in the types of assets subject to such liens.

	 
	 	 
	 

	 	j.    Environmental assessment (including flood plain determination) and review of
title and related documentation as may be required by the Administrative Agent.







13









 






	 	 	 
	 

	 	k.   The Borrower shall have delivered projected consolidated financial statements
(including a pro forma opening balance sheet, pro forma statements of operations
and cash flows) for 2008 through 2011 that are reasonably acceptable to the
Lenders and the Arranger.

	 
	 	 
	 

	 	l.   All regulatory approvals and licenses, absence of any legal or regulatory
prohibitions or restrictions.

	 
	 	 
	 

	 	m.  Delivery of satisfactory and customary legal opinion(s) of Loan Parties’ and
Pending Acquisition counsel, including secured transaction and perfection
opinion.

	 
	 	 
	 

	 	n.   No material adverse change with respect to the Company and its subsidiaries.

	 
	 	 
	 

	 	o.    No material litigation.

	 
	 	 
	 

	 	p.    Evidence of required insurance.

	 
	 	 
	 

	 	q.    Payment of all fees and expenses subject to reimbursement.

	 
	 	 
	Conditions Precedent

 To All Loans:

	 	Usual and customary for transactions of this type, to include without limitation
the following covenants applicable to the Borrower and its subsidiaries:
	 
	 	 
	 

	 	a.    All Representations and Warranties are true and correct in all material
respects on and as of the date of any borrowing, before and after giving effect
to such borrowing and to the application of the proceeds therefrom, as though
made on and as of such date; and,

	 
	 	 
	 

	 	b.    No Event of Default or event, which, with the giving of notice or passage of
time or both, would be an Event of Default, has occurred and is continuing, or
would result from such Borrowing.

	 
	 	 
	Affirmative 

Covenants:

	 	Usual and customary for transactions of this type, to include without limitation
the following covenants applicable to the Borrower and its subsidiaries:
	 
	 	 
	 

	 	a.    Maintenance of books, records and inspection.
	 
	 	 
	 

	 	b.    Maintenance of insurance.
	 
	 	 
	 

	 	c.    Payment of taxes.
	 
	 	 
	 

	 	d.    Preservation of corporate existence, rights and authority.
	 
	 	 
	 

	 	e.    Maintenance of properties and leases.
	 
	 	 
	 

	 	f.    Maintenance of patents, trademarks, etc.
	 
	 	 
	 

	 	g.   Compliance with laws (including environmental laws and ERISA matters) and
material contractual obligations.

	 
	 	 
	 

	 	h.    Use of proceeds.
	 
	 	 





14









 






	 	 	 
	 

	 	i.    Subordination of intercompany loans.
	 
	 	 
	 

	 	j.   A portion of all foreign cash flow from offshore subsidiaries, other than the
minimum amount necessary to service the permitted indebtedness of the offshore
subsidiaries, shall be repatriated on a regular basis and at least on a
quarterly basis in an amount as necessary to service domestic Fixed Charges.

	 
	 	 
	Negative Covenants:

	 	Usual and customary for transactions of this nature with respect to the Borrower
and the Guarantors, including, but not limited to, the following:
	 
	 	 
	 

	 	a.   Maximum Leverage Ratio – The ratio of Consolidated Indebtedness to
Consolidated EBITDA calculated at the end of each fiscal quarter for the four
fiscal quarters then ended, according to the following schedule with step-downs:







	 	 	 	 	 
	Period	 	Level
	3/31/09
	 	 	2.75x	 
	6/30/09
	 	 	2.75x	 
	9/30/09
	 	 	2.75x	 
	12/31/09
	 	 	2.50x	 
	3/31/2010 through 12/31/2010
	 	 	2.50x	 
	3/31/2011 and thereafter
	 	 	2.25x	 






	 	 	 
	 

	 	b.   Minimum Fixed Charge Coverage Ratio – As of the end of each fiscal quarter,
the ratio of EBITDA less capital expenditures to Fixed Charges (to be defined in
the loan documentation) (“Fixed Charge Coverage Ratio”), as measured on a
rolling four quarter at each fiscal quarter end (unless otherwise noted below)
according to the following schedule:







	 	 	 	 	 
	Period	 	Level
	9/30/09 (9 months ended)
	 	 	1.10x	 
	12/31/09
	 	 	1.10x	 
	3/30/2010 and thereafter
	 	 	1.25x	 






	 	 	 
	 

	 	c.   Maximum Capital Expenditures – Capital expenditures shall not exceed the
following amounts on an annual basis:







	 	 	 	 	 
	Fiscal Year End	 	 Level
	12/31/2009
	 	$	7,000,000	 
	12/31/2010
	 	$	6,500,000	 
	12/31/2011
	 	$	6,000,000	 






	 	 	 
	 

	 	d.    Minimum PF Adjusted EBITDA, as measured on a rolling four quarter basis at
each fiscal quarter end according to the following schedule:







	 	 	 	 	 
	LTM Period	 	Level
	3/31/09
	 	$	26,500,000	 
	6/30/09
	 	$	26,500,000	 
	9/30/09
	 	$	26,500,000	 






	 	 	 
	 

	 	       Minimum PF Adjusted EBITDA shall not be tested after the quarter ended September
30, 2009.






	 	 	 
	 

	 	e.   Limitation on Acquisitions – Maximum pro forma Leverage Ratio at close of a








15









 






	 	 	 
	 

	 	       Permitted Acquisition shall be 2.25x. $10,000,000 of unused availability under
the Revolver after giving effect to such acquisition. Other conditions included
in the loan documentation.

	 
	 	 
	 

	 	f.    Limitations on joint ventures or creation of non wholly-owned subsidiaries.

	 
	 	 
	 

	 	g.    Limitations on asset divestitures.

	 
	 	 
	 

	 	h.   Limitations on additional indebtedness/guarantee obligations, liens and
investments.

	 
	 	 
	 

	 	i.   Limitation on dividends, redemptions and repurchases with respect to capital
stock.

	 
	 	 
	 

	 	j.    Limitation on changes in line of business conducted by Borrower and
Guarantors.

	 
	 	 
	 

	 	k.   Limitations on transactions with affiliates.  

Other Negative Covenants with respect to the Borrower and the Guarantors as
reasonably appropriate.

	 
	 	 
	Reporting 

Requirements:

	 	a.    Within 45 days after each of the first three fiscal quarters, financial
statements of the Borrower and its subsidiaries, consisting of a consolidated
and consolidating balance sheet as of the end of such fiscal quarter and related
consolidated and consolidating statements of income, retained earnings and cash
flows for the fiscal quarter then ended and the fiscal year through that date,
all in reasonable detail and certified by the Chief Executive Officer, President
or Chief Financial Officer of the Borrower as having been prepared in accordance
with GAAP.

	 
	 	 
	 

	 	b.    Provide within 90 days after the end of each fiscal year of the Borrower,
financial statements of the Borrower and its subsidiaries consisting of a
consolidated and consolidating statements of income, retained earnings and cash
flows for the fiscal year then ended, and with respect to such consolidated
financial statements, audited by independent certified public accountants of
nationally recognized standing satisfactory to the Administrative Agent and
including an unqualified opinion.

	 
	 	 
	 

	 	c.    Concurrent with delivery of the financial statements, a compliance
certificate signed by the Chief Executive Officer, President or Chief Financial
Officer of the Borrower.

	 
	 	 
	 

	 	d.    Annual budget and forecast.

	 
	 	 
	 

	 	e.    Delivery of notices of default, material litigation and material governmental
and environmental proceedings.

	 
	 	 
	 

	 	f.   Other information as reasonably requested.

	 
	 	 
	Events of Default:

	 	a.    Payment default.
	 
	 	 
	 

	 	b.    Breach of Representations or Warranties.
	 
	 	 
	 

	 	c.    Violation of covenant(s).
	 
	 	 
	                                                       
	 

	 	d.    Cross default
to any other indebtedness.
	                                                        






16









 






	 	 	 
	 

	 	e.    Bankruptcy, insolvency.
	 
	 	 
	 

	 	f.    Change of control.
	 
	 	 
	 

	 	g.    Judgments.
	 
	 	 
	 

	 	Other Events of Default as appropriate.
	 
	 	 
	Required Lenders:

	 	Amendments and waivers of the definitive credit documentation will require the
approval of Lenders holding loans and commitments representing more than 50% of
the aggregate amount of loans and commitments under the Credit Facilities (the
“Required Lenders”), except that the consent of all the Lenders affected thereby
shall be required with respect to any amendment or waiver that (i) increases the
amount of the Revolver or Term Loan commitments, (ii) extension of the Revolver
or Term Loan expiration date, (iii) postpones or delays any date fixed for
payment of principal, interest or fees, (iv) reduces the interest rate or
decreases the amount of any payment of principal, interest, fees, or other
amounts payable, (v) changes the percentage of the aggregate commitments or
principal amounts required for any Lender or the Lenders to take action, (vi)
changes the pro rata shares of the Lenders, (vii) releases a material amount of
collateral (if lien on collateral is then in effect) or releases a Guarantor
(other than in connection with a permitted sale of assets) or (viii) changes any
provision of the credit agreement that requires unanimous consent of Lenders.
	 
	 	 
	Governing Law:

	 	State of New York.
	 
	 	 
	Agent’s Counsel

	 	Buchanan Ingersoll & Rooney PC.






17









 






Exhibit I

Estimated Sources and Uses




	 	 	 	 	 	 	 	 	 	 	 
	Sources of Funds	 	 	 	 	 	Uses of Funds	 	 	 	 
	Revolver
	 	$	12,675,000	 	 	Isoclima Purchase Price	 	$	80,204,000	 
	Term Loan
	 	 	10,000,000	 	 	TPS Purchase Price	 	 	35,863,000	 
	IPO
	 	 	144,000,000	 	 	OmniTech Purchase Price	 	 	27,542,000	 
	Assumed Isoclima Debt
	 	 	53,774,000	 	 	Repay Isoclima Debt	 	 	53,774,000	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Repay O’Gara Debt	 	 	8,132,000	 
	 
	 	 	 	 	 	Repay TPS Debt	 	 	2,474,000	 
	 
	 	 	 	 	 	Repay OmniTech Debt	 	 	230,000	 
	 
	 	 	 	 	 	Fees and Expenses	 	 	12,230,000	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Total Sources
	 	$	220,449,000	 	 	Total Uses	 	$	220,449,000	 






18









 






Exhibit II

Pricing Grid




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Revolver 	 	Credit Facilities	 	Credit Facilities
	Level	 	Total Leverage Ratio	 	Commitment Fee	 	LIBOR Spread	 	Base Rate Spread
	I

	 	If the Leverage
Ratio is less than
or equal to 1.50 to
1.00.
	 	 	50	 	 	 	300	 	 	 	200	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	II

	 	If the Leverage
Ratio is greater
than 1.50 to 1.0
but less than or
equal to 2.00 to
1.0.
	 	 	50	 	 	 	350	 	 	 	250	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	III

	 	If the Leverage
Ratio is greater
than 2.00 to 1.0
but less than 2.50
to 1.0.
	 	 	50	 	 	 	400	 	 	 	300	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IV

	 	If the Leverage
Ratio is greater
than 2.50 to 1.0
	 	 	50	 	 	 	450	 	 	 	350	 








Note:



			
	1.	 	All pricing is expressed in basis points.
	 
	2.	 	Letter of Credit fees shall be equal to the Revolver spread over LIBOR.
	 
	3.	 	Pricing shall be locked at Level IV until delivery of the March 31, 2009 compliance certificate.





19









 




Exhibit III

Select Definitions



Consolidated EBITDA for any period of determination shall mean (i) the sum of net income,
depreciation, depletion, amortization, interest expense, income tax expense, non-cash loss on
derivative items (SFAS 133 and its successors), non-cash purchase accounting adjustments (SFAS 141
and its successors), non-cash foreign currency transaction losses (SFAS 52 and its successors),
other non-cash charges to net income, non-recurring Transaction Expenses paid during such period
which are expensed and not capitalized, excess compensation paid for and expensed by Transportadora
de Proteccion y Seguridad, S.A. de C.V. during the 2008 fiscal year in an amount not to exceed
$2,100,000 for such fiscal year, a founders bonus paid for and expensed by the Borrower during the
2008 fiscal year in an amount not to exceed $1,000,000 for such fiscal year, and a non-cash stock
option expense incurred by the Borrower during the 2008 fiscal year in an amount not to exceed
$1,100,000 for such fiscal year minus (ii) non-cash credits to net income, in each case of the
Borrower and its Subsidiaries for such period determined and consolidated in accordance with GAAP.
For purposes of this definition, with respect to a business acquired by the Loan Parties pursuant
to an acquisition (including the Pending Acquisitions), Consolidated EBITDA shall be calculated on
a pro forma basis, using historical numbers, in accordance with GAAP as if the acquisition had been
consummated at the beginning of such period. Additionally, for purposes of this definition, with
respect to a business or assets disposed of, Consolidated EBITDA shall be calculated as if such
disposition had been consummated at the beginning of such period.



Transaction
Expense shall mean any expenses incurred in connection with an
acquisition (including the Pending Acquisitions) provided that such acquisition actually occurs.





20