Exhibit 99.5
August 23, 2006
Xxxxx X. Xxxxx, CFA
Vice President
U.S. Bank National Association
BC-MN-H22A
000 Xxxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
Gentlemen:
Reference is made to that certain Agreement and Plan of Merger, dated as of
August 23, 2006 (the "Merger Agreement") by and among, Firearms Training
Systems, Inc. (the "Company"), Meggitt-USA, Inc. ("Parent"), and a wholly-owned
subsidiary of Parent, Poole Acquisition Corp. ("Merger Sub"), including, without
limitation, the merger of Merger Sub with and into the Company as provided
therein (the "Merger").
In consideration of and to induce Parent, Merger Sub and the Company to
enter into the Merger Agreement, the undersigned, on behalf of itself and its
controlled affiliates, hereby (1) waives any and all appraisal rights under
Section 262 of the Delaware General Corporation Law arising as a result of or in
connection with the Merger with respect to any shares of capital stock of the
Company owned beneficially or of record by the undersigned or any of its
controlled affiliates as set forth in Schedule 1 (there being no implication
that any such appraisal rights exist with respect to the Series C Preferred
Stock) and agrees not to assert any such appraisal rights and (2) agrees not to
initiate or join any lawsuit seeking to enjoin or prohibit or otherwise
challenge the Merger or any other transaction contemplated by the Merger
Agreement. Nothing herein shall limit the Company's obligation to redeem the
Series C Preferred Stock in accordance with the provisions of the Company's
certificate of incorporation upon consummation of the Merger.
This letter agreement shall be deemed to be made in and in all respects
shall be interpreted, construed and governed by and in accordance with the laws
of the State of Delaware without regard to the conflict of laws principles
thereof. The parties hereto hereby irrevocably waive any right to trial by jury
in any litigation arising out of or relating to this letter agreement. This
letter agreement may be amended only by an instrument in writing signed by the
parties hereto. No party hereto may assign this letter agreement without the
prior written consent of the other parties hereto and any transfer of shares of
capital stock subject to this letter agreement shall be subject to the
agreements set forth herein and conditioned upon an acknowledgement of such
obligation in form and substance satisfactory to the Company. Parent is a third
party beneficiary of this letter agreement and may enforce this letter agreement
in accordance with its terms as if Parent were a party hereto. This letter
agreement shall terminate upon a termination of the Merger Agreement in
accordance with its terms.
We kindly ask you to confirm your agreement to the terms of this letter
agreement by countersigning this letter agreement and returning one duly
executed version to us.
Very truly yours,
FIREARMS TRAINING SYSTEMS, INC.
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Chief Executive Officer
Agreed and Accepted:
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice-President
SCHEDULE 1
SERIES C PREFERRED SHARES
324.882021
COMMON SHARES
4,260,375
