Kanders Florida Holdings Inc – ‘SC 13D/A’ on 12/31/96 re: Armor Holdings Inc – EX-3

As of:  Tuesday, 12/31/96   ·   Accession #:  889812-96-2010   ·   File #:  5-40512

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment No. 1                                        5     17K 
 2: EX-2        Promissory Note                                        7±    30K 
 3: EX-3        Pledge Agreement                                      10±    39K 

EX-3   —   Pledge Agreement

EX-3
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                                                     Date: December 20, 1996

Pledge Agreement          
=============================================================================== 
BANK/SECURED PARTY:                        PLEDGOR(S)/DEBTOR(S):              

NationsBank, N.A.                                                             
Banking Center:                                                               
                                            Kanders Florida Holdings, Inc.
Private Client Group                       c/o Armor Holdings, Inc.     
767 5th Avenue                             191 Nassau Place Rd.         
New York, NY 10153-0001                    Yulee, FL 32097              

County:  New York                          County:  Nassau              
=============================================================================== 
Pledgor/Debtor is: An corporation                                             
Address is Pledgor's/Debtor's: Place of business                              
=============================================================================== 

1.  Security Interest.  For good and valuable consideration, the receipt and    
adequacy of which are hereby acknowledged, Pledgor/Debtor (hereinafter referred 
to as "Pledgor") pledges, assigns and grants to Bank a security interest and    
lien in the Collateral (hereinafter defined) to secure the payment and the      
performance of the Obligation (hereinafter defined).                            

2.  Collateral.  The security interest is granted in the following              
collateral (the "Collateral"):                                                  

A. Description of Collateral.                                           

Specific Investment Property/Securities:  The following investment      
property and/or securities, together with all investment property and/or        
securities hereafter delivered to Bank in substitution therefor or in           
addition thereto: 3,196,037 shares of Armor Holdings, Inc., formerly            
known as American Body Armor & Equipment, common stock certificate              
numbers AH 0081, AH 0082, NU 5516;                                              

CUSIP number 042260 10 9.                                                       

It is contemplated by the parties that Pledgor may provide additional           
collateral from time to time hereunder as additional security for the           
Obligation, and may from time to time with the prior written consent of         
Bank sell or otherwise dispose of any Collateral provided that Pledgor          
provides Bank with substitute collateral. At the time of each addition          
or substitution of Collateral, the securities added or substituted shall        
be identified on a Pledge Certificate, substantially in the form of             
Schedule II attached hereto (the "Pledge Certificate"), and delivered to        
Bank. Bank has no obligation to make any advances requested in                  
connection therewith unless (i) such additional and/or substituted              
Collateral is satisfactory to Bank and (ii) the perfected security              
interest granted to Bank therein is completed to the satisfaction of            
Bank. All such additional and/or substituted Collateral shall be                

Collateral for purposes of this Agreement, and shall secure the                 
Obligation in the same manner as the Collateral for which it is added to        
and/or substituted.                                                             

B. Proceeds. All additions, substitutes and replacements for and        
proceeds of the above Collateral (including all income and benefits             
resulting from any of the above, such as dividends payable or                   
distributable in cash, property or stock; interest, premium and                 
principal payments; redemption proceeds and subscription rights; and            
shares or other proceeds of conversions or splits of any securities in          
the Collateral). Any investment property and/or securities received by          
Pledgor, which shall comprise such additions, substitutes and                   
replacements for, or proceeds of, the Collateral, shall be held in trust        
for Bank and shall be delivered immediately to Bank. Any cash proceeds          
shall be held in trust for Bank and upon request shall be delivered             
immediately to Bank.                                                            

3. Obligation.                                                                  

A. Description of Obligation. The following obligations                 
("Obligation") are secured by this Agreement:                                   

i. Promissory Note: All debt arising under promissory note dated
December 20, 1996 in the principal face amount of $10,000,000.00                
executed by Kanders Florida Holdings, Inc. ("Borrower") payable to the          
order of NationsBank, N.A., and any and all renewals, extensions and            
rearrangements thereof;                                                         

ii. All costs and expenses incurred by Bank, including attorney's 
fees, to obtain, preserve, perfect, enforce and defend this Agreement           
and maintain, preserve, collect and realize upon the Collateral,                
together with interest thereon at the highest rate allowed by law, or if        
none, 25% per annum;                                                            

iii. All amounts which may be owed to Bank pursuant to all other    
loan documents executed in connection with the indebtedness described in        
subpart i. above.                                                               

In the event any amount paid to Bank on any Obligation is subsequently          
recovered from Bank in or as a result of any bankruptcy, insolvency or          
fraudulent conveyance proceeding involving an obligor of the Obligation         
other than Pledgor, Pledgor shall be liable to Bank for the amounts so          
recovered up to the fair market value of the Collateral whether or not          
the Collateral has been released or the security interest terminated. In        
the event the Collateral has been released or the security interest             
terminated, the fair market value of the Collateral shall be determined,        
at Bank's option, as of the date the Collateral was released, the               
security interest terminated, or said amounts were recovered.                   

B. Use of Proceeds. The proceeds of any indebtedness or obligation      
secured by the Collateral will not be used directly or indirectly to            
purchase or carry any "margin stock" as that term is defined in                 
Regulation U of the Board of Governors of the Federal Reserve System, or        
extend credit to or invest in other parties for the pupose of purchasing        

or carrying any such "margin stock," or to reduce or retire any                 
indebtedness incurred for such purpose or otherwise in a manner which           
would violate Regulations G, T or U.                                            

4.  Pledgor's Warranties. Pledgor hereby represents and warrants to Bank        
as follows:                                                                     

A. Financing Statements. Except as may be noted by schedule attached    
hereto and incorporated herein by reference, no financing statement             
covering the Collateral is or will be on file in any public office,             
except the financing statements relating to this security interest, and         
no security interest, other than the one herein created, has attached or        
been perfected in the Collateral or any part thereof.                           

B. Ownership. Pledgor owns, or will use the proceeds of any loans by    
Bank to become the owner of, the Collateral free from any setoff, claim,        
restriction, lien, security interest or encumbrance except liens for            
taxes not yet due and payble and the security interest hereunder.               

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 C. Power and Authority. Pledgor has full power and authority to make this
Agreement, and all necessary consents and approvals of any persons, entities,   
governmental or regulatory authorities and securities exchanges have been       
obtained to effectuate the validity of this Agreement.                          

5. Pledgor's Covenants. Until full payment and performance of all of the        
Obligation and termination or expiration of any obligation or commitment of Bank
to make advances or loans to Borrower, unless Bank otherwise consents in        
writing:                                                                        

A. Obligation and This Agreement. Pledgor shall perform all of its      
agreements herein and in any other agreements between it and Bank.              

   B. Ownership of Collateral. Pledgor shall defend the Collateral against all
claims and demands of all persons at any time claiming any interest therein     
adverse to Bank. Pledgor shall keep the Collateral free from all liens and      
security interests except those for taxes not yet due and payable and the       
security interest hereby created.                                               

   C. Bank's Costs. Pledgor shall pay all costs necessary to obtain, preserve,
perfect, defend and enforce the security interest created by this Agreement,    
collect the Obligation, and preserve, defend, enforce and collect the           
Collateral, including but not limited to taxes, assessments, reasonable         
attorney's fees, legal expenses and expenses of sales. Whether the Collateral is
or is not in Bank's possession, and without any obligation to do so and without 
waiving Pledgor's default for failure to make any such payment, Bank at its     
option may pay any such costs and expenses and discharge encumbrances on the    
Collateral, and such payments shall be a part of the Obligation and bear        
interest at the rate set out in the Obligation. Pledgor agrees to reimburse Bank
on demand for any costs so incurred.                                            

  D. Information and Inspection. Pledgor shall (i) promptly furnish Bank any
information with respect to the Collateral requested by Bank; (ii) allow Bank or
its representatives to inspect and copy, or furnish Bank or its representatives 
with copies of, all records relating to the Collateral and the Obligation; and  
(iii) promptly furnish Bank or its representatives with any other information   
Bank may reasonably request.                                                    

    E. Additional Documents. Pledgor shall sign and deliver any papers furnished
by Bank which are necessary or desirable in the judgment of Bank to obtain,     
maintain and perfect the security interest hereunder and to enable Bank to      
comply with any federal or state law in order to obtain or perfect Bank's       
interest in the Collateral or to obtain proceeds of the Collateral.             

F. Notice of Changes. Pledgor shall notify Bank immediately of (i) any  
material change in the Collateral, (ii) a change in Pledgor's residence or      
location, (iii) a change in any matter warranted or represented by Pledgor in   
this Agreement, or in any of the loan documents relating to the Obligation or   
furnished to Bank pursuant to this Agreement, and (iv) the occurrence of an     
Event of Default as defined herein.                                             

   G. Possession of Collateral. Pledgor shall deliver a copy of this Agreement
(other notice acceptable to Bank) to any Broker, financial intermediary, or any 
other person in possession of any of the Collateral or on whose books the       
interest of Pledgor in the Collateral appears, and such delivery shall          
constitute notice to such person of Bank's security interest in the Collateral  
and shall constitute Pledgor's instruction to such person to note Bank's        
security interest on their books and records, or deliver to Bank certificates or
other evidence of the Collateral promptly upon Bank's request, Pledgor shall    
deliver all investment securities and other instruments and documents which     
are a part of the Collateral and in Pledgor's possession to Bank immediately,   
or if hereafter acquired, immediately following acquisition, in a form suitable 
for transfer by delivery or accompanied by duly executed instruments of transfer
or assignment in blank with signatures appropriately guaranteed in form and     
substance suitable to Bank.                                                     

H. Change of Name/Status. Pledgor shall not change its name, change its 
corporate status, use any trade name or engage in any business not reasonably   
related to its business as presently conducted.                                 

I. Power of Attorney. Pledgor appoints Bank and any officer thereof as  
Pledgor's attorney-in-fact with full power in Pledgor's name and on Pledgor's   
behalf upon and during the continuance of an Event of Default, to do every act  
which Pledgor is obligated to do or may be required to do hereunder; however,   
nothing in this paragraph shall be construed to obligate Bank to take any action
hereunder nor shall Bank be liable to Pledgor for failure to take any action    
hereunder. This appointment shall be deemed a power coupled with an interest and
shall not be terminable as long as the Obligation is outstanding and shall not  
terminate on the disability or incompetence of Pledgor. Without limiting the    
generality of the foregoing, upon and during the continuance of an Event of     
Default, Bank shall have the right and power to receive, indorse and collect all
checks and other orders for the payment of money made payable to Pledgor        
representing any dividend, interest payment or other distribution payable in    
respect of the Collateral or any part thereof.                                  

 J. Other Parties and Other Collateral. No renewal or extensions of or any
other indulgence with respect to the Obligation or any part thereof, no         
modification of the document(s) evidencing the Obligation, no release of any    
security, no release of any person (including any maker, indorser, guarantor or 
surety) liable on the Obligation, no delay in enforcement of payment, and no    
delay or omission or lack of diligence or care in exercising any right or power 
with respect to the Obligation or any security therefor or guaranty thereof or  
under this Agreement shall in any manner impair or affect the rights of Bank    
under any law, hereunder, or under any other agreement pertaining to the        
Collateral. Bank need not file suit or assert a claim for personal judgment     
against any person for any part of the Obligation or seek to realize upon any   
other security for the Obligation, before foreclosing or otherwise realizing    
upon the Collateral. Pledgor waives any right that can be waived to the benefit 
of or to require or control application of any other security or proceeds       
thereof, and agrees that Bank shall have no duty or obligation to Pledgor to    
apply to the Obligation any such other security or proceeds thereof.            

    K. Waivers by Pledgor. Pledgor waives notice of creation, advance, increase,
existence, extension or renewal of, and of any indulgence with respect to, the  
Obligation; waives presentment, demand, notice of dishonor, and protest; waives 
notice of the amount of the Obligation outstanding at any time, notice of any   
change in financial condition of any person liable for the Obligation or any    
part thereof, notice of any Event of Default, and all other notices respecting  
the Obligation; and agrees that maturity of the Obligation and any part thereof 
may be accelerated, extended or renewed one or more times by Bank in its        
discretion, without notice to Pledgor. Pledgor waives any right to require that 
any action be brought against any other person or to require that resort be had 
to any other security or to any balance of any deposit account. Pledgor further 
waives any right of subrogation or to enforce any right of action against any   
other pledgor until the Obligation is paid in full.                             

L. Additional Provisions. If one or more Riders to this Agreement are   
executed by Pledgor, the covenants and provisions of each such Rider shall be   
incorporated by reference into this Agreement.                                  

6. Maintenance of Collateral. Pledgor acknowledges that Warren B. Kanders,      
as guarantor of the Obligation, will enter or has entered into a Collateral     
Maintenance Agreement with Bank, which if in default will constitute an Event of
Default hereunder.                                                              

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A. General. Bank, before or after default, without liability to Pledgor 
may: take control of proceeds, including stock received as dividends or by      
reason of stock splits; release the Collateral in its possession to any Pledgor,
temporarily or otherwise; require additional Collateral; reject as              
unsatisfactory any property hereafter offered by Pledgor as collateral; take    
control of funds generated by the Collateral, such as cash dividends, interest  
and proceeds, and use same to reduce any part of the Obligation and exercise all
other rights which an owner of such Collateral may exercise, except the right to
vote or dispose of the Collateral before an Event of Default; and at any time   
transfer any of the Collateral or evidence thereof into its own name or that of 
its nominee. Bank shall not be liable for failure to collect any account or     
instruments, or for any act or omission on the part of Bank, its officers,      

agents or employees, except for its or their own willful misconduct or gross    
negligence. The foregoing rights and powers of Bank will be in addition to, and 
not a limitation upon, any rights and powers of Bank given by law, elsewhere in 
this Agreement, or otherwise.                                                   

B. Convertible Collateral. Bank may present for conversion any          
Collateral which is convertible into any other instrument or investment         
security or a combination thereof with cash, but Bank shall not have any        
duty to present for conversion any Collateral unless it shall have              
received from Pledgor detailed written instructions to that effect at a         
time reasonably far in advance of the final conversion date to make such        
conversion possible.                                                            

8. Default.                                                                     

A. Event of Default. An event of default ("Event of Default") shall     
occur (a) if Pledgor or any other obligor on or guarantor of all or part        
of the Obligation shall fail to timely and properly pay or observe, keep        
or perform any term, convenant, agreement or condition in this Agreement        
or in any other agreement between Pledgor and Bank or between Bank and          
any other obligor on or guarantor of the Obligation, including but not          
limited to any other note, guaranty, or instrument, loan agreement,             
security agreement, deed of trust, mortgage, promissory note, assignment or     
other agreement or instrument concerning the Obligation; or (b) if              
Pledgor or such other obligor or guarantor shall fail to timely and             
properly pay or observe, keep or perform any term, convenant, agreement         
or condition in any agreement between such party and any affiliate or           
subsidiary of NationsBank Corporation; or (c) if that certain Collateral        
Maintenance Agreement dated of even date herewith between Warren B.             
Kanders and Bank shall be in default.                                           

B. Rights and Remedies. If any Event of Default shall occur, then,      
in each and every such case, Bank may, without (a) presentment, demand,         
or protest, (b) notice of default, dishonor, demand, non-payment, or            
protest, (c) notice of intent to accelerate all or any part of the              
Obligation, (d) notice of acceleration of all or any part of the                
Obligation, or (e) notice of any other kind, all of which Pledgor hereby        
expressly waives (except for any notice required under this Agreement,          
any other loan document or which may not be waived under applicable             
law), at any time thereafter exercise and/or enforce any of the                 
following rights and remedies, at Bank's option:                                

i. Acceleration. The Obligation shall, at Bank's option, become   
immediately due and payable, and the obligation, if any, of Bank to             
permit further borrowings under the Obligation shall at Bank's option           
immediately cease and terminate.                                                

ii. Liquidation of Collateral. Sell, or instruct any Agent or     
Broker to sell, all or any part of the Collateral in a public or                
private sale, direct any Agent or Broker to liquidate all or any part of        
any Account and deliver all proceeds thereof to Bank and apply all              
proceeds to the payment of any or all of the Obligation in such order           
and manner as Bank shall, in its discretion, choose.                            

iii. Uniform Commercial Code. All of the rights, powers and       
remedies of a secured creditor under the Uniform Commercial Code ("UCC")        
as adopted in the jurisdiction to which Bank is subject under this              
Agreement.                                                                      

iv. Right of Set Off. Without notice or demand to Pledgor, set    
off and apply against any and all of the Obligation any and all deposits        
(general or special, time or demand, provisional or final) and any other        
indebtedness, at any time held or owing by Bank or by any of Bank's             
affiliates or correspondents to or for the credit of the account of             
Pledgor or any guarantor or indorser of Pledgor's Obligation.                   

Pledgor specifically understands and agrees that any sale by Bank of all        
or part of the Collateral pursuant to the terms of this Agreement may be        
effected by Bank at times and in manners which could result in the              
proceeds of such sale as being significantly and materially less than           
might have been received if such sale had occurred at different times or        
in different manners, and Pledgor hereby releases Bank and its officers         
and representatives from and against any and all obligations and                
liabilities arising out of or related to the timing or manner of any            
such sale.                                                                      

If, in the opinion of Bank, there is any question that a public sale or         
distribution of any Collateral will violate any state or federal                
securities law, Bank may offer and sell such Collateral in a transaction        
exempt from registration under federal securities law, and any such sale        
made in good faith by Bank shall be deemed "commercially reasonable."           

9. General.                                                                     

A. Parties Bound. Bank's rights hereunder shall insure to the benefit of
its successors and assigns, and in the event of any assignment or               
transfer of any of the Obligation or the Collateral, Bank thereafter            
shall be fully discharged from any responsibility with respect to the           
Collateral so assigned or transferred, but Bank shall retain all rights         
and powers hereby given with respect to any of the Obligation or the            
Collateral not so assigned or transferred. All repesentations,                  
warranties and agreements of Pledgor, if more than one, are joint and several   
and all shall be binding upon the personal representatives, heirs, successors   
and assigns of Pledgor.                                                         

  B. Waiver. No delay of Bank in exercising any power or right shall operate
as a waiver thereof; nor shall any single or partial exercise of any power or   
right preclude other or further exercise thereof or the exercise of any other   
power or right. No waiver by Bank of any right hereunder or of any default by   
Pledgor shall be binding upon Bank unless in writing, and no failure by Bank to 
exercise any power or right hereunder or waiver of any default by Pledgor shall 
operate as a waiver of any other or further exercise of such right or power or  
of any further default. Each right, power and remedy of Bank as provided for    
herein or in any of the loan documents related to the Obligation, or which shall
now or hereafter exist at law or in equity or by statute or otherwise, shall be 
cumulative and concurrent and shall be in addition to every other such right,   
power or remedy. The exercise or beginning of the exercise by Bank of any one or
more of such rights, powers or remedies shall not preclude the simultaneous or  

later exercise by Bank of any or all other such rights, powers or remedies.     

C. Agreement Continuing. This Agreement shall constitute a continuing   
agreement. If the Obligation consists of All Debt, this Agreement shall apply to
all future as well as existing transactions, whether or not of the character    
contemplated at the date of this Agreement, and if all transactions between Bank
and Pledgor shall be closed at any time, shall be equally applicable to any new 
transactions thereafter. Provisions of this Agreement, unless by their terms    
exclusive, shall be in addition to other agreements between the parties. Time is
of the essence of this Agreement.                                               

  D. Definitions. Unless the context indicates otherwise, definitions in the
UCC apply to words and phrases in this Agreement; if UCC definitions conflict,  
Article 8 and/or 9 definitions apply.                                           

 E. Notice. Notice shall be deemed reasonable if mailed postage prepaid at
least 5 days before the related action (or if the UCC elsewhere specifies a     
longer period, such longer period) to the address of Pledgor given above. Each  

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notice, request and demand shall be deemed given or made, if sent by mail, upon 
the earlier of the date of receipt or five (5) days after deposit in the U.S.   
Mail, first class postage prepaid, or if sent by any other means, upon delivery.

    F.  Modifications. No provision hereof shall be modified or limited except
by a written agreement expressly referring hereto and to the provisions so      
modified or limited and signed by Pledgor and Bank. The provisions of this      
Agreement shall not be modified or limited by course of conduct or usage of     
trade.                                                                          

     G.  Partial Invalidity. The unenforceability or invalidity of any provision
of this Agreement shall not affect the enforceability or validity of any other  
provision herein, and the invalidity or unenforceability of any provision of any
loan document related to the Obligation to any person or circumstance shall not 
affect the enforceability or validity of such provision as it may apply to other
persons or circumstances.                                                       

H.  Applicable Law and Venue. This Agreement has been delivered in the
State of North Carolina and shall be construed in accordance with the laws of   
that State. It is performable by Pledgor in the county or city of Bank's        
address set out above and Pledgor expressly waives any objection as to venue in 
any such location. Wherever possible each provision of this Agreement shall be  
interpreted in such manner as to be effective and valid under applicable law,   
but if any provision of this Agreement shall be prohibited by or invalid under  
applicable law, such provision shall be ineffective to the extent of such       
prohibition or invalidity, without invalidating the remainder of such provisions
or the remaining provisions of this Agreement.                                  

I.  Financing Statement.  To the extent permitted by applicable       
law, a carbon, photographic or other reproduction of this Agreement or          
any financing statement covering the Collateral shall be sufficient as a        
financing statement.                                                            

J.  ARBITRATION. ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG THE PARTIES
HERETO INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF OR RELATING TO THIS    
INSTRUMENT, AGREEMENT OR DOCUMENT OR ANY RELATED INSTRUMENTS, AGREEMENTS OR     
DOCUMENTS, INCLUDING ANY CLAIM BASED ON OR ARISING FROM AN ALLEGED TORT, SHALL  
BE DETERMINED BY BINDING ARBITRATION IN ACCORDANCE WITH THE FEDERAL ARBITRATION 
ACT (OR IF NOT APPLICABLE, THE APPLICABLE STATE LAW), THE RULES OF PRACTICE AND 
PROCEDURE FOR THE ARBITRATION OF COMMERCIAL DISPUTES OF J.A.M.S./ENDISPUTE OR   
ANY SUCCESSOR THEREOF ("J.A.M.S."), AND THE "SPECIAL RULES" SET FORTH BELOW. IN 
THE EVENT OF ANY INCONSISTENCY, THE SPECIAL RULES SHALL CONTROL. JUDGMENT UPON  
ANY ARBITRATION AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. ANY PARTY
TO THIS INSTRUMENT, AGREEMENT OR DOCUMENT MAY BRING AN ACTION, INCLUDING A      
SUMMARY OR EXPEDITED PROCEEDING, TO COMPEL ARBITRATION OF ANY CONTROVERSY OR    
CLAIM TO WHICH THIS AGREEMENT APPLIES IN ANY COURT HAVING JURISDICTION OVER SUCH
ACTION.                                                                         

i.  SPECIAL RULES. THE ARBITRATION SHALL BE CONDUCTED IN THE COUNTY OF ANY  
BORROWER'S DOMICILE, OR IF THERE IS REAL OR PERSONAL PROPERTY COLLATERAL, IN THE
COUNTY WHERE SUCH REAL OR PERSONAL PROPERTY IS LOCATED AT THE TIME OF THE       
EXECUTION OF THIS INSTRUMENT, AGREEMENT OR DOCUMENT AND ADMINISTERED BY J.A.M.S.
WHO WILL APPOINT AN ARBITRATOR; IF J.A.M.S. IS UNABLE OR LEGALLY PRECLUDED FROM 
ADMINISTERING THE ARBITRATION, THEN THE AMERICAN ARBITRATION ASSOCIATION WILL   
SERVE. ALL ARBITRATION HEARINGS WILL BE COMMENCED WITHIN 90 DAYS OF THE DEMAND  
FOR ARBITRATION; FURTHER, THE ARBITRATOR SHALL ONLY, UPON A SHOWING OF CAUSE, BE
PERMITTED TO EXTEND THE COMMENCEMENT OF SUCH HEARING FOR UP TO AN ADDITIONAL 60 
DAYS.                                                                           

ii.  RESERVATION OF RIGHTS. NOTHING IN THIS ARBITRATION PROVISION SHALL BE  
DEEMED TO (I) LIMIT THE APPLICABILITY OF ANY OTHERWISE APPLICABLE STATUTES OF   
LIMITATION OR REPOSE AND ANY WAIVERS CONTAINED IN THIS INSTRUMENT, AGREEMENT OR 
DOCUMENT; OR (II) BE A WAIVER BY BANK OF THE PROTECTION AFFORDED TO IT BY 12    
U.S.C. SEC. 91 OR ANY SUBSTANTIALLY EQUIVALENT STATE LAW; OR (III) LIMIT THE    
RIGHT OF BANK HERETO (A) TO EXERCISE SELF HELP REMEDIES SUCH AS (BUT NOT LIMITED
TO) SETOFF, OR (B) TO FORECLOSE AGAINST ANY REAL OR PERSONAL PROPERTY           
COLLATERAL, OR (C) TO OBTAIN FROM A COURT PROVISIONAL OR ANCILLARY REMEDIES SUCH
AS (BUT NOT LIMITED TO) INJUNCTIVE RELIEF, WRIT OF POSSESSION OR THE APPOINTMENT
OF A RECEIVER. BANK MAY EXERCISE SUCH SELF HELP RIGHTS, FORECLOSE UPON SUCH     
PROPERTY, OR OBTAIN SUCH PROVISIONAL OR ANCILLARY REMEDIES BEFORE, DURING OR    
AFTER THE PENDENCY OF ANY ARBITRATION PROCEEDING BROUGHT PURSUANT TO THIS       
INSTRUMENT, AGREEMENT OR DOCUMENT. NEITHER THIS EXERCISE OF SELF HELP REMEDIES  
NOR THE INSTITUTION OR MAINTENANCE OF AN ACTION FOR FORECLOSURE OR PROVISIONAL  
OR ANCILLARY REMEDIES SHALL CONSTITUTE A WAIVER OF THE RIGHT OF ANY PARTY,      
INCLUDING THE CLAIMANT IN ANY SUCH ACTION, TO ARBITRATE THE MERITS OF THE       
CONTROVERSY OR CLAIM OCCASIONING RESORT TO SUCH REMEDIES.                       

    K.  Controlling Document. To the extent that this Agreement conflicts with
or is in any way incompatible with any other loan document concerning the       
Obligation, any promissory note shall control over any other document, and if   
such promissory note does not address an issue, then each other loan document   
shall control to the extent that it deals most specifically with an issue.      

  L.  Execution Under Seal. This Agreement is being executed under seal by
Pledgor(s).                                                                     

M.  NOTICE OF FINAL AGREEMENT. THIS WRITTEN AGREEMENT AND ANY OTHER   
DOCUMENTS EXECUTED IN CONNECTION HEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN 
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL          
AGREEMENTS BETWEEN THE PARTIES.                                                 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly    
executed under seal by their duly authorized representatives as of the date     
first above written.                                                            

Bank/Secured Party:                         Pledgor(s)/Debtor(s):               

NationsBank, N.A.                           Kanders Florida Holdings, Inc.      

By: /s/ Rosemary T. Vrablic SVP             By: /s/ Warren B. Kanders   (Seal)  
---------------------------                 ---------------------       
Name: Rosemary T. Vrablic                   Name: Warren B. Kanders             
Title: Senior Vice President                Title: President                    

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		12/31/96							4,  5
		12/20/96		1
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