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EXHIBIT 10.01-07 EXECUTION COPY
SIXTH AMENDMENT dated as of May 27,
1997 (this "Sixth Amendment"), to the Credit
Agreement dated as of July 31, 1996 (as
amended to the date hereof, the "Credit
Agreement"), among FATS, Inc., a Delaware
corporation (as successor in interest to
Firearms Training Systems, Inc., the
"Borrower"), the Lenders (as defined
therein) and NationsBank, N.A. (South), as
Agent, Swingline Lender and Issuing Bank
(each as defined therein).
The parties hereto have agreed, subject to the terms and conditions
hereof, to amend the Credit Agreement as provided herein.
Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to such terms in the Credit Agreement (the Credit Agreement,
as amended by, and together with, this Sixth Amendment, and as hereinafter
amended, modified, extended or restated from time to time, being called the
"Amended Agreement").
Accordingly, the parties hereto hereby agree as follows:
SECTION 1.01. Amendments to Section 2.11(f). (a) The date "March 31,
1997" in the second line of paragraph (f) of Section 2.11 of the Credit
Agreement is hereby deleted and the date "March 31, 1998" is hereby substituted
in lieu thereof.
(b) The parenthetical "(or, in the case of the fiscal year
ending March 31, 1997, for the period from the Closing Date through March 31,
1997)" in the first and second sentences of paragraph (f) of Section 2.11 of
the Credit Agreement are hereby deleted.
SECTION 1.02. Representations and Warranties. The Borrower hereby
represents and warrants to the Agent and the Lenders, as follows:
(a) The representations and warranties set forth in Article
III of the Credit Agreement and the representations and warranties of
the Borrower and the other Loan Parties set forth in the other Loan
Documents are true and correct in all material respects on and as of
the date hereof and on and as of the Sixth Amendment Effective Date (as
defined below) with the same effect as though made on and as of the
date hereof or the Sixth Amendment Effective Date, as the case may be,
except to the extent such representations and warranties expressly
relate to an earlier date (in which case such representations and
warranties are true and correct in all material respects on and as of
such earlier date).
(b) On the date hereof and on the Sixth Amendment Effective
Date, no Default or Event of Default has occurred and is continuing.
(c) The execution, delivery and performance by the Borrower of
this
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Sixth Amendment have been duly authorized by the Borrower.
(d) This Sixth Amendment constitutes the legal, valid and
binding obligation of the Borrower, enforceable against it in
accordance with its terms.
(e) The execution, delivery and performance by the Borrower
of this Sixth Amendment will not (i) violate, (A) any provision of law,
statute, rule or regulation, (B) any provision of the certificate of
incorporation or by-laws of the Borrower, (C) any order of any
Governmental Authority or (D) any provision of any indenture, agreement
or other instrument to which the Borrower or any of the Loan Parties is
a party or by which any of them or any of their property is or may be
bound, (ii) be in conflict with, result in a breach of or constitute
(alone or with notice or lapse of time or both) a default or give rise
to increased, additional, accelerated or guaranteed rights of any
person under any such indenture, agreement or other instrument or (iii)
result in the creation or imposition of any Lien upon or with respect
to any property or assets now owned or hereafter acquired by the
Borrower or any of the other Loan Parties.
SECTION 1.03. Effectiveness. This Sixth Amendment shall become
effective only upon satisfaction of the following conditions precedent (the
first date upon which each such condition has been satisfied being herein called
the "Sixth Amendment Effective Date"):
(a) The Agent shall have received duly executed counterparts
of this Sixth Amendment which, when taken together, bear the authorized
signatures of the Borrower and the Required Lenders.
(b) The representations and warranties set forth in Section
1.02 shall be true and correct on and as of the Sixth Amendment
Effective Date.
(c) The Required Lenders shall have received such other
documents, legal opinions, instruments and certificates as they shall
reasonably request and such other documents, legal opinions,
instruments and certificates shall be satisfactory in form and
substance to the Required Lenders and their counsel. All corporate and
other proceedings taken or to be taken in connection with this Sixth
Amendment and all documents incidental thereto, whether or not referred
to herein, shall be satisfactory in form and substance to the Required
Lenders and their counsel.
SECTION 1.04. APPLICABLE LAW. THIS SIXTH AMENDMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 1.05. Expenses. The Borrower shall pay all reasonable
out-of-pocket expenses incurred by the Agent and the Lenders in connection with
the preparation, negotiation, execution, delivery and enforcement of this Sixth
Amendment, including, but not limited to, the reasonable fees and disbursements
of counsel. The agreement set forth in this Section 1.05 shall survive the
termination of this Sixth Amendment and the Amended Agreement.
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SECTION 1.06. Counterparts. This Sixth Amendment may be executed in any
number of counterparts, each of which shall constitute an original but all of
which when taken together shall constitute but one agreement.
SECTION 1.07. Guarantor Confirmation. By its execution and delivery
hereof, the Guarantor acknowledges and agrees that, as provided in Section 3 of
the Parent Guarantee Agreement, its obligations under the Parent Guarantee
Agreement shall not be released, diminished, impaired, reduced or adversely
affected by the execution, delivery or performance of this Sixth Amendment, and
waives any rights which it might otherwise have to make any claim to the
contrary. The Guarantor hereby confirms that the Parent Guarantee Agreement is,
and after the effectiveness of this Sixth Amendment shall remain, in full force
and effect, and enforceable against the Guarantor in accordance with its terms.
The Guarantor hereby acknowledges that the Agent and the Lenders are relying
upon the foregoing agreements of the Guarantor in entering into this Sixth
Amendment.
SECTION 1.08. Credit Agreement. Except as expressly set forth herein,
the amendments provided herein shall not by implication or otherwise limit,
constitute a waiver of, or otherwise affect the rights and remedies of the
Lenders, the Agent or the other Secured Parties under the Credit Agreement or
any other Loan Document, nor shall they constitute a waiver of any Default or
Event of Default, nor shall they alter, modify, amend or in any way affect any
of the terms, conditions, obligations, covenants or agreements contained in the
Credit Agreement or any other Loan Document. Each of the amendments provided
herein shall apply and be effective only with respect to the provisions of the
Credit Agreement specifically referred to by such amendment. Except as expressly
amended herein, the Credit Agreement shall continue in full force and effect in
accordance with the provisions thereof. As used in the Credit Agreement, the
terms "Agreement", "herein", "hereinafter", "hereunder", "hereto" and words of
similar import shall mean, from and after the date hereof, the Amended
Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment
to be duly executed by their duly authorized officers, all as of the date first
above written.
FATS, INC.
By: /s/ Xxxxxx X. Xxxxx, Xx.
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Name: Xxxxxx X. Xxxxx, Xx.
Title: Chief Operating Officer
FIREARMS TRAINING SYSTEMS, INC.
By: /s/ Xxxxxx X. Xxxxx, Xx.
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Name: Xxxxxx X. Xxxxx, Xx.
Title: Chief Operating Officer
NATIONSBANK, N.A.(SOUTH), as Agent,
Issuing Bank and Swingline Lender and
as a Lender
By: /s/ Xxxx XxXxxxx
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Name: Xxxx XxXxxxx
Title: Vice President
FIRST BANK NATIONAL ASSOCIATION
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Vice President
FIRST SOURCE FINANCIAL LLP,
by First Source Financial, Inc., as
Agent/Manager
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Senior Vice President
BHF-BANK AKTIENGESELLSCHAFT
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
By: /s/ Xxxxxxxxxxx Xxxxx
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Name: Xxxxxxxxxxx Xxxxx
Title: Assistant Treasurer
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CREDITANSTALT CORPORATE FINANCE,
INC.
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Senior Associate
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Executive Vice President
