ARMOR HOLDINGS INC
SECOND AMENDMENT TO CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>5
<FILENAME>file005.txt
<DESCRIPTION>SECOND AMENDMENT TO CREDIT AGREEMENT
<TEXT>
<PAGE>

                      SECOND AMENDMENT TO CREDIT AGREEMENT

         THIS SECOND AMENDMENT (this "Amendment") dated as of March 29, 2004 and
effective in accordance with Section 3 below, is entered into by and among ARMOR
HOLDINGS, INC., as Borrower (the "Borrower"), the lenders from time to time
party to the Credit Agreement referred to below (the "Lenders"), BANK OF
AMERICA, N.A., as Administrative Agent (the "Administrative Agent"), WACHOVIA
BANK, NATIONAL ASSOCIATION, as Syndication Agent, and KEYBANK NATIONAL
ASSOCIATION, as Documentation Agent.

                              STATEMENT OF PURPOSE

         Pursuant to the Credit Agreement dated as of August 12, 2003 (as
amended, restated, supplemented or otherwise modified, the "Credit Agreement")
by and among the Borrower, the Lenders, the Administrative Agent, the
Syndication Agent and the Documentation Agent, the Lenders have agreed to make,
and have made, certain extensions of credit to the Borrower.

         The Borrower has requested that the Required Lenders amend the Credit
Agreement as provided herein and, subject to the terms and conditions set forth
herein, the Required Lenders are willing to consent to such amendment.

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

         SECTION 1. DEFINITIONS. All capitalized terms used and not defined
herein shall have the meanings assigned thereto in the Credit Agreement.

         SECTION 2. AMENDMENTS.

                  (a) Section 1.01 of the Credit Agreement (Defined Terms) is
         hereby amended by amending and restating the Defined Term "Consolidated
         Fixed Charges" in its entirety as follows:

                           "Consolidated Fixed Charges" means, for any period,
                  the sum of, without duplication, (a) the amounts deducted for
                  the cash portion of Consolidated Interest Expense in
                  determining Consolidated Net Income for such period, (b) the
                  amount of scheduled payments of principal of Indebtedness
                  during such period plus the non-interest portion of payments
                  under Capital Leases during such period, and (c) cash
                  dividends and distributions paid during such period."

                  (b) Section 7.09 of the Credit Agreement (Limitations on
         Dividends) is hereby amended by amending and restating the Section in
         its entirety as follows:

                           "Declare or pay any dividend (other than dividends
                  payable solely in common stock of the Borrower) on, or make
                  any payment on account of, or set apart assets for a sinking
                  or other analogous

<PAGE>

                  fund for, the purchase, redemption, defeasance, retirement or
                  other acquisition of, any shares of any class of Capital Stock
                  of the Borrower or any warrants or options to purchase any
                  such Stock, whether now or hereafter outstanding, or make any
                  other distribution in respect thereof, either directly or
                  indirectly, whether in cash or property or in obligations of
                  the Borrower or any Subsidiary (such declarations, payments,
                  setting apart, purchases, redemptions, defeasances,
                  retirements, acquisitions and distributions being herein
                  called "Restricted Payments"). Notwithstanding the foregoing,
                  however, the Borrower may:

                  (i)  repurchase the Capital Stock of the Borrower pursuant to
                       any currently existing or subsequently adopted stock
                       repurchase program without any limitations, provided,
                       that the ratio of Consolidated Senior Indebtedness to
                       Consolidated EBITDA as of the last day of any Rolling
                       Period (calculated on a pro forma basis as if such
                       repurchase of Capital Stock of the Borrower, and the
                       incurrence of any Indebtedness by any Loan Party in
                       connection therewith, had occurred immediately prior to
                       such day) is less than 1.0 to 1.0. From and after the
                       last day of any Rolling Period (beginning with the
                       Rolling Period ended immediately prior to the Closing
                       Date) for which the ratio of Consolidated Senior
                       Indebtedness to Consolidated EBITDA as of the last day of
                       any such Rolling Period (calculated on a pro forma basis
                       as if such repurchase of Capital Stock of the Borrower,
                       and the incurrence of any Indebtedness by any Loan Party
                       in connection therewith, had occurred immediately prior
                       to such day) is 1.0 to 1.0 or greater (such day, the
                       "Limitation Date"), the Borrower shall be subject to a
                       limitation of $15,000,000 in the aggregate for all such
                       repurchases of Capital Stock (the "Limitation") from and
                       after the Limitation Date. The Limitation described
                       previously shall not be applicable during any subsequent
                       Rolling Period in which the ration described herein for
                       such Rolling Period is less than 1.0 to 1.0. For any
                       subsequent Rolling Period in which the ratio described
                       herein for such Rolling Period is 1.0 to 1.0 or greater,
                       the Limitation shall again be $15,000,000 in the
                       aggregate from and after any such subsequent Rolling
                       Period, and

                  (ii) declare and pay cash dividends to its shareholders,
                       provided, that both prior to and after giving effect to
                       the payment of such dividends, (A) the Borrower is in pro
                       forma compliance with the financial covenants set forth
                       in Section 7.01 and (B) no Event of Default has occurred
                       and is continuing."

<PAGE>

         SECTION 3. EFFECTIVENESS. This Amendment shall become effective on the
date that (a) the Administrative Agent shall have received satisfactory evidence
that this Amendment has been duly executed and delivered by the Borrower, the
Guarantors and the Required Lenders; (b) the Administrative Agent shall have
received any other documents relating hereto that shall be reasonably requested
by the Required Lenders or the Administrative Agent prior to the date hereof;
and (c) the Administrative Agent shall have been reimbursed for all legal fees
then due and payable by the Borrower and invoiced prior to the date hereof.

         SECTION 4. LIMITED EFFECT. Except as expressly provided in this
Amendment, the Credit Agreement and each other Loan Document shall continue to
be, and shall remain, in full force and effect and this Amendment shall not be
deemed or otherwise construed (a) to be a waiver of, or consent to or a
modification or amendment of, any other term or condition of the Credit
Agreement or any other Loan Document, (b) to prejudice any other right or
remedies that the Administrative Agent or the Lenders, or any of them, may now
have or may have in the future under or in connection with the Credit Agreement
or the Loan Documents, as such documents may be amended, restated or otherwise
modified from time to time, (c) to be a commitment or any other undertaking or
expression of any willingness to engage in any further discussion with the
Borrower or any other person, firm or corporation with respect to any waiver,
amendment, modification or any other change to the Credit Agreement or the Loan
Documents or any rights or remedies arising in favor of the Lenders or the
Administrative Agent, or any of them, under or with respect to any such
documents or (d) to be a waiver of, or consent to or a modification or amendment
of, any other term or condition of any other agreement by and among the
Borrower, on the one hand, and the Administrative Agent or any other Lender, on
the other hand. References in the Credit Agreement (including references to such
Credit Agreement as amended hereby) to "this Agreement" (and indirect references
such as "hereunder", "hereby", "herein", and "hereof") and in any Loan Document
to the Credit Agreement shall be deemed to be references to the Credit Agreement
as amended hereby.

         SECTION 5. REPRESENTATIONS AND WARRANTIES/NO DEFAULT. By its execution
hereof, and after giving effect to this Amendment, the Borrower hereby certifies
that (a) each of the representations and warranties set forth in the Credit
Agreement and the other Loan Documents is true and correct in all material
respects as of the date hereof as if fully set forth herein (other than
representations and warranties which speak as of a specific date pursuant to the
Credit Agreement, which representations and warranties shall have been true and
correct as of such specific dates) and that as of the date hereof no Default or
Event of Default has occurred and is continuing, and (b) the execution, delivery
and performance of this Amendment have been authorized by all requisite
corporate action on the part of the Borrower and the Guarantors.

         SECTION 6. EXPENSES. The Borrower shall pay all reasonable
out-of-pocket expenses of the Administrative Agent in connection with the
preparation, execution and delivery of this Amendment, including, without
limitation, the reasonable fees and disbursements of counsel for the
Administrative Agent.

<PAGE>

         SECTION 7. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York without regards
to conflicts of law principles.

         SECTION 8. COUNTERPARTS. This Amendment may be executed in separate
counterparts, each of which when executed and delivered is an original but all
of which taken together constitute one and the same instrument.

         SECTION 9. FAX TRANSMISSION.A facsimile, telecopy or other reproduction
of this Amendment may be executed by one or more parties hereto, and an executed
copy of this Amendment may be delivered by one or more parties hereto by
facsimile or similar instantaneous electronic transmission device pursuant to
which the signature of or on behalf of such party can be seen, and such
execution and delivery shall be considered valid, binding and effective for all
purposes. At the request of any party hereto, all parties hereto agree to
execute an original of this Amendment as well as any facsimile, telecopy or
other reproduction hereof.


                            [Signature Pages Follow]


<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.

                                       BORROWER:

                                       ARMOR HOLDINGS, INC., as Borrower


                                       By: /s/ Phil Baratelli
                                          --------------------------------------
                                       Name: Phil Baratelli
                                       Title: Corporate Controller and Treasurer


                                       GUARANTORS:

                                       911EP, INC.


                                       By: /s/ Phil Baratelli
                                          --------------------------------------
                                       Name: Phil Baratelli
                                       Title: Vice President

                                       AHI PROPERTIES I, INC.


                                       By: /s/ Phil Baratelli
                                          --------------------------------------
                                       Name: Phil Baratelli
                                       Title: Vice President

                                       ARMOR BRANDS, INC.


                                       By: /s/ Phil Baratelli
                                          --------------------------------------
                                       Name: Phil Baratelli
                                       Title: Vice President

                                       ARMORGROUP SERVICES, LLC


                                       By: /s/ Phil Baratelli
                                          --------------------------------------
                                       Name: Phil Baratelli
                                       Title: Vice President


[Second Amendment to Credit Agreement - Armor Holdings, Inc.]

<PAGE>

                                       ARMOR HOLDINGS GP, LLC


                                       By: /s/ Phil Baratelli
                                          --------------------------------------
                                       Name: Phil Baratelli
                                       Title: Vice President

                                       ARMOR HOLDINGS LP, LLC


                                       By: /s/ Phil Baratelli
                                          --------------------------------------
                                       Name: Phil Baratelli
                                       Title: Vice President

                                       ARMOR HOLDINGS FORENSICS, L.L.C.


                                       By: /s/ Phil Baratelli
                                          --------------------------------------
                                       Name: Phil Baratelli
                                       Title: Vice President

                                       ARMOR HOLDINGS PAYROLL SERVICES, LLC


                                       By: /s/ Phil Baratelli
                                          --------------------------------------
                                       Name: Phil Baratelli
                                       Title: Manager

                                       ARMOR HOLDINGS PRODUCTS, L.L.C.


                                       By: /s/ Phil Baratelli
                                          --------------------------------------
                                       Name: Phil Baratelli
                                       Title: Vice President

                                       ARMOR HOLDINGS PROPERTIES, INC.


                                       By: /s/ Phil Baratelli
                                          --------------------------------------
                                       Name: Phil Baratelli
                                       Title: Vice President

                                       ARMOR HOLDINGS MOBILE SECURITY, L.L.C.


                                       By: /s/ Phil Baratelli
                                          --------------------------------------
                                       Name: Phil Baratelli
                                       Title: Vice President

[Second Amendment to Credit Agreement - Armor Holdings, Inc.]

<PAGE>

                                       ARMOR SAFETY PRODUCTS COMPANY


                                       By: /s/ Phil Baratelli
                                          --------------------------------------
                                       Name: Phil Baratelli
                                       Title: Vice President

                                       B-SQUARE, INC.


                                       By: /s/ Phil Baratelli
                                          --------------------------------------
                                       Name: Phil Baratelli
                                       Title: Vice President

                                       BREAK-FREE, INC.


                                       By: /s/ Phil Baratelli
                                          --------------------------------------
                                       Name: Phil Baratelli
                                       Title: Vice President

                                       BREAK-FREE ARMOR CORP.


                                       By: /s/ Phil Baratelli
                                          --------------------------------------
                                       Name: Phil Baratelli
                                       Title: Vice President

                                       CASCO INTERNATIONAL, INC.


                                       By: /s/ Phil Baratelli
                                          --------------------------------------
                                       Name: Phil Baratelli
                                       Title: Vice President

                                       CDR INTERNATIONAL, INC.


                                       By: /s/ Phil Baratelli
                                          --------------------------------------
                                       Name: Phil Baratelli
                                       Title: Vice President

[Second Amendment to Credit Agreement - Armor Holdings, Inc.]

<PAGE>

                                       DEFENSE TECHNOLOGY CORPORATION OF AMERICA


                                       By: /s/ Phil Baratelli
                                          --------------------------------------
                                       Name: Phil Baratelli
                                       Title: Vice President

                                       IDENTICATOR, INC.


                                       By: /s/ Phil Baratelli
                                          --------------------------------------
                                       Name: Phil Baratelli
                                       Title: Vice President

                                       MONADNOCK LIFETIME PRODUCTS, INC., a
                                          Delaware corporation


                                       By: /s/ Phil Baratelli
                                          --------------------------------------
                                       Name: Phil Baratelli
                                       Title: Vice President

                                       MONADNOCK LIFETIME PRODUCTS, INC. a New
                                          Hampshire corporation


                                       By: /s/ Phil Baratelli
                                          --------------------------------------
                                       Name: Phil Baratelli
                                       Title: Vice President

                                       MONADNOCK POLICE TRAINING COUNCIL, INC.


                                       By: /s/ Phil Baratelli
                                          --------------------------------------
                                       Name: Phil Baratelli
                                       Title: Vice President

[Second Amendment to Credit Agreement - Armor Holdings, Inc.]

<PAGE>

                                       NAP PROPERTIES, LTD., A CALIFORNIA
                                          LIMITED PARTNERSHIP

                                       By: NAP PROPERTY MANAGERS LLC, its
                                           General Partner

                                       By: ARMOR HOLDINGS PROPERTIES, INC., its
                                           Managing Member


                                       By: /s/ Phil Baratelli
                                          --------------------------------------
                                       Name: Phil Baratelli
                                       Title: Vice President

                                       NAP PROPERTY MANAGERS LLC

                                       By: ARMOR HOLDINGS PROPERTIES, INC., its
                                           Managing Member


                                       By: /s/ Phil Baratelli
                                          --------------------------------------
                                       Name: Phil Baratelli
                                       Title: Vice President

                                       NETWORK AUDIT SYSTEMS, INC.


                                       By: /s/ Phil Baratelli
                                          --------------------------------------
                                       Name: Phil Baratelli
                                       Title: Vice President

                                       NEW TECHNOLOGIES ARMOR, INC.


                                       By: /s/ Phil Baratelli
                                          --------------------------------------
                                       Name: Phil Baratelli
                                       Title: Vice President

                                       O'GARA-HESS & EISENHARDT ARMORING
                                          COMPANY, L.L.C.


                                       By: /s/ Phil Baratelli
                                          --------------------------------------
                                       Name: Phil Baratelli
                                       Title: Vice President

[Second Amendment to Credit Agreement - Armor Holdings, Inc.]

<PAGE>

                                       PRO-TECH ARMORED PRODUCTS OF
                                          MASSACHUSETTS, INC.


                                       By: /s/ Phil Baratelli
                                          --------------------------------------
                                       Name: Phil Baratelli
                                       Title: Vice President

                                       RAMTECH DEVELOPMENT CORP.


                                       By: /s/ Phil Baratelli
                                          --------------------------------------
                                       Name: Phil Baratelli
                                       Title: Vice President

                                       SAFARILAND GOVERNMENT SALES, INC.


                                        By: /s/ Phil Baratelli
                                          --------------------------------------
                                       Name: Phil Baratelli
                                       Title: Vice President

                                       SAFARI LAND LTD., INC.


                                       By: /s/ Phil Baratelli
                                          --------------------------------------
                                       Name: Phil Baratelli
                                       Title: Vice President

                                       SPEEDFEED ACQUISITION CORP.


                                       By: /s/ Phil Baratelli
                                          --------------------------------------
                                       Name: Phil Baratelli
                                       Title: Vice President

                                       THE O'GARA COMPANY


                                       By: /s/ Phil Baratelli
                                          --------------------------------------
                                       Name: Phil Baratelli
                                       Title: Vice President

[Second Amendment to Credit Agreement - Armor Holdings, Inc.]

<PAGE>

                                       ADVANCED TRAINING SOLUTIONS, INC.
                                          (formerly known as USDS, INC.)



                                       By: /s/ Phil Baratelli
                                          --------------------------------------
                                       Name: Phil Baratelli
                                       Title: Vice President

                                       HATCH IMPORTS, INC.


                                       By: /s/ Phil Baratelli
                                          --------------------------------------
                                       Name: Phil Baratelli
                                       Title: Vice President

                                       SIMULA, INC.


                                       By: /s/ Glenn Heiar
                                          --------------------------------------
                                       Name: Glenn Heiar
                                       Title: Secretary and Treasurer


                                       SIMULA AEROSPACE & DEFENSE GROUP, INC.


                                       By: /s/ Glenn Heiar
                                          --------------------------------------
                                       Name: Glenn Heiar
                                       Title: Secretary and Treasurer

                                       SIMULA POLYMER SYSTEMS, INC.


                                       By: /s/ Glenn Heiar
                                          --------------------------------------
                                       Name: Glenn Heiar
                                       Title: Secretary and Treasurer

                                       SIMULA TECHNOLOGIES, INC.


                                       By: /s/ Glenn Heiar
                                          --------------------------------------
                                       Name: Glenn Heiar
                                       Title: Secretary and Treasurer

[Second Amendment to Credit Agreement - Armor Holdings, Inc.]

<PAGE>

                                       INTERNATIONAL CENTER FOR SAFETY
                                          EDUCATION, INC.


                                       By: /s/ Glenn Heiar
                                          --------------------------------------
                                       Name: Glenn Heiar
                                       Title: Secretary and Treasurer

                                       AHI BULLETPROOF ACQUISITION CORP.


                                       By: /s/ Glenn Heiar
                                          --------------------------------------
                                       Name: Glenn Heiar
                                       Title: Secretary and Treasurer






[Second Amendment to Credit Agreement - Armor Holdings, Inc.]

<PAGE>

                                       LENDERS:


                                       BANK OF AMERICA, N.A., as Administrative
                                          Agent


                                       By: /s/ Michael Brashler
                                          --------------------------------------
                                       Name: Michael Brashler
                                       Title: Vice President and Senior Agency
                                              Officer


                                       BANK OF AMERICA, N.A., as L/C Issuer,
                                          Swingline Lender and a Lender


                                       By: /s/ Brian K. Keeney
                                          --------------------------------------
                                       Name:  Brian K. Keeney
                                       Title: Senior Vice President


                                       WACHOVIA BANK, NATIONAL ASSOCIATION, as
                                          Syndication Agent and a Lender


                                       By: /s/ James Travagline
                                          --------------------------------------
                                       Name:  James Travagline
                                       Title: Vice President


                                       KEYBANK NATIONAL ASSOCIATION, as
                                          Documentation Agent and a Lender


                                       By: /s/ Louis A. Fender
                                          --------------------------------------
                                       Name:  Louis A. Fender
                                       Title: Senior Vice President

[Second Amendment to Credit Agreement - Armor Holdings, Inc.]


</TEXT>
</DOCUMENT>
