1
EXECUTION COPY
EXHIBIT 10.01-05
FOURTH AMENDMENT dated as of April
30, 1999 (this "Fourth Amendment"), to the
Amended and Restated Credit Agreement dated
as of October 15, 1997, (as amended by the
First Amendment dated as of June 26, 1998
(the "First Amendment"), the Second
Amendment dated as of November 13, 1998
(the "Second Amendment") and the Third
Amendment dated as of March 31, 1999 (the
"Third Amendment"), and said Amended and
Restated Credit Agreement as so amended
being the "Credit Agreement"), among
Firearms Training Systems, Inc., as Parent
(the "Parent"), FATS, Inc., as Borrower
(the "Borrower"), the lenders listed on the
signature pages thereto (the "Lenders"),
NationsBank, N.A., as Agent, (in such
capacity, the "Agent"), Swingline Lender
and Issuing Bank.
The parties hereto have agreed, subject to the terms and conditions
hereof, to further 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 Fourth 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. Amendment to Article V. Article V of the Credit Agreement
is hereby amended by inserting the following after the end of Section 5.15:
"SECTION 5.16. Fourth Amendment Fee. On the earlier of (a) May 31,
1999 and (b) the collection of a receivable from the Italian Air Force
III "Italian Military Authorities Purchase Order No. 11/3443-II/4653/2"
(which receivable is valued at $4,782,810), the Borrower shall pay to the
Agent for the ratable benefit of the Lenders a fee equal to 0.25% of the
total Commitments existing as of April 30, 1999 (after the reduction of
the Revolving Credit Commitments as set forth in Section 2.10(f) hereof),
as consideration for the Lenders' agreements as set forth in the Fourth
Amendment dated as of April 30, 1999 to this Amended Agreement."
SECTION 1.02. Amendment to Section 6.15. (a) Section 6.15(a) of the
Credit Agreement is hereby amended by deleting the chart therefrom in its
entirety and substituting in lieu thereof the following:
"From and including To and including Ratio
------------------- ---------------- -----
The Effective Date December 31, 1997 1.75 to 1.00
2
January 1, 1998 June 30, 1998 2.10 to 1.00
July 1, 1998 September 30, 1998 1.55 to 1.00
October 1, 1998 December 31, 1998 1.03 to 1.00
January 1, 1999 March 31, 1999 0.80 to 1.00
April 1, 1999 June 30, 1999 1.10 to 1.00
July 1, 1999 September 30, 1999 1.40 to 1.00
October 1, 1999 December 31, 1999 1.95 to 1.00
January 1, 2000 March 31, 2000 2.38 to 1.00
April 1, 2000 December 31, 2000 2.60 to 1.00
January 1, 2001 December 31, 2001 2.95 to 1.00
January 1, 2002 December 31, 2002 3.40 to 1.00
January 1, 2003 June 30, 2003 4.00 to 1.00"
(b) Section 6.15(b) of the Credit Agreement is hereby amended by deleting
therefrom the chart in its entirety and substituting in lieu thereof the
following:
"From and including To and including Ratio
------------------- ---------------- -----
The Effective Date December 31, 1997 1.30 to 1.00
January 1, 1998 June 30, 1998 1.35 to 1.00
July 1, 1998 September 30, 1998 0.75 to 1.00
October 1, 1998 December 31, 1998 0.41 to 1.00
January 1, 1999 March 31, 1999 0.30 to 1.00
April 1, 1999 June 30, 1999 0.38 to 1.00
July 1, 1999 September 30, 1999 0.52 to 1.00
October 1, 1999 December 31, 1999 0.83 to 1.00
January 1, 2000 March 31, 2000 1.01 to 1.00
April 1, 2000 December 31, 2000 1.40 to 1.00
January 1, 2001 June 30, 2003 1.50 to 1.00"
(c) Section 6.15(c) of the Credit Agreement is hereby amended by deleting
the chart therefrom in its entirety and substituting in lieu thereof the
following:
-2-
3
"From and including To and including Ratio
------------------- ---------------- -----
The Effective Date December 31, 1997 4.80 to 1.00
January 1, 1998 March 31, 1998 4.00 to 1.00
April 1, 1998 June 30, 1998 5.50 to 1.00
July 1, 1998 September 30, 1998 8.20 to 1.00
October 1, 1998 December 31, 1998 12.13 to 1.00
January 1, 1999 March 31, 1999 13.56 to 1.00
April 1, 1999 June 30, 1999 9.41 to 1.00
July 1, 1999 September 30, 1999 7.15 to 1.00
October 1, 1999 December 31, 1999 5.10 to 1.00
January 1, 2000 March 31, 2000 4.30 to 1.00
April 1, 2000 December 31, 2000 3.10 to 1.00
January 1, 2001 December 31, 2001 2.75 to 1.00
January 1, 2002 June 30, 2003 2.25 to 1.00"
SECTION 1.03. Representations and Warranties. The Borrower hereby
represents and warrants to the Agents and the Lenders, as follows:
(a) The representations and warranties set forth in Article III of
the Amended Agreement, and in each other Loan Document, including any
Schedules thereto, are true and correct in all material respects on and
as of the date hereof and on and as of the Fourth Amendment Effective
Date (as defined below) with the same effect as if made on and as of the
date hereof or the Fourth Amendment Effective Date, as the case may be,
except to the extent such representations and warranties expressly relate
solely to an earlier date.
(b) Each of the Borrower and the other Loan Parties is in
compliance with all the terms and conditions of the Amended Agreement and
the other Loan Documents on its part to be observed or performed and no
Default or Event of Default has occurred or is continuing under the
Amended Agreement.
(c) The execution, delivery and performance by the Borrower of this
Fourth Amendment have been duly authorized by the Borrower.
(d) This Fourth Amendment constitutes the legal, valid and binding
obligation of the Borrower, enforceable against the Borrower in
accordance with its terms.
(e) The execution, delivery and performance by the Borrower of this
Fourth Amendment (i) does not conflict with or violate (A) any provision
of law, statute, rule or regulation, or of the articles of incorporation
or by-laws of the Borrower, (B) any order of any Governmental Authority
or (C) any provision of any indenture, agreement or other instrument to
which the Borrower is a party or by which it or any of its property may
be bound and (ii) does not require any consents under, 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 instrument.
-3-
4
SECTION 1.04. Effectiveness. This Fourth Amendment shall be deemed
effective as of April 30, 1999 only upon satisfaction of the following
conditions precedent (the first date upon which each such condition has been
satisfied being herein called the "Fourth Amendment Effective Date"):
(a) The Agent shall have received duly executed counterparts of
this Fourth Amendment which, when taken together, bear the authorized
signatures of the Parent, the Borrower and the Required Lenders.
(b) The Lenders shall be satisfied that the representations and
warranties set forth in Section 1.03 hereof are true and correct on and
as of the Fourth Amendment Effective Date.
(c) There shall not be any action pending or any judgment, order or
decree in effect which, in the judgment of the Lenders or their counsel,
is likely to restrain, prevent or impose materially adverse conditions
upon performance by the Borrower or any other Loan Party of its
obligations under the Loan Documents.
(d) The 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 Lenders and their
counsel. All corporate and other proceedings taken or to be taken in
connection with this Fourth Amendment and all documents incidental
thereto, whether or not referred to herein, shall be satisfactory in form
and substance to the Lenders and their counsel.
(e) The Agent shall have received payment of all fees and expenses
set forth in Section 1.06.
SECTION 1.05. APPLICABLE LAW. THIS FOURTH AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, EXCEPT TO
THE EXTENT THAT THE FEDERAL LAWS OF THE UNITED STATES OF AMERICA MAY APPLY.
SECTION 1.06. Fees and 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
Fourth Amendment, including, but not limited to, the reasonable fees and
disbursements of counsel; provided, however that such amendment fee and such
expenses shall be excluded from the calculations of the covenants set forth in
Section 6.15 where applicable.
SECTION 1.07 Reporting Requirements. (a) Each month, beginning with the
month ending April 30, 1999, the Borrower shall provide the Agent, for
distribution to the Lenders, with a monthly consolidated income statement,
balance sheet and cash flow statement. Such information
-4-
5
shall be provided to Agent no later than the 15th day of the month immediately
succeeding the month to which such information relates.
(b) On Wednesday of each week, beginning with the week ending April
30, 1999, the Borrower shall provide the Agent, for distribution to the
Lenders, with an updated weekly cash flow forecast for the 26 succeeding
calendar weeks.
SECTION 1.08. Counterparts. This Fourth 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 1.09. 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 Amended 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
Amended 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
Amended Agreement specifically referred to by such amendment. Except as
expressly amended herein, the Amended Agreement shall continue in full force
and effect in accordance with the provisions thereof. As used in the Amended
Agreement, the terms "Agreement", "herein", "hereinafter", "hereunder",
"hereto" and words of similar import shall mean, from and after the date
hereof, the Amended Agreement.
-5-
6
IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Amendment to be duly executed by their duly authorized officers, all as of the
date first above written.
FIREARMS TRAINING SYSTEMS, INC.
as Parent
By:
-----------------------------------------------
Name:
Title:
FATS, INC.
as Borrower
By:
-----------------------------------------------
Name:
Title:
NATIONSBANK, N.A., as Agent, Swingline
Lender
and Issuing Bank and individually as a Lender
By:
-----------------------------------------------
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION
By:
-----------------------------------------------
Name:
Title:
FIRST SOURCE FINANCIAL LLP, by First Source
Financial, Inc., as Agent/Manager
By:
-----------------------------------------------
Name:
-6-
7
Title:
BHF-BANK AKTIENGESELLSCHAFT
By:
-----------------------------------------------
Name:
Title
BANK AUSTRIA CREDITANSTALT
CORPORATE
FINANCE, INC. (FKA CREDITANSTALT
CORPORATE FINANCE, INC.)
By:
-----------------------------------------------
Name:
Title:
By:
-----------------------------------------------
Name:
Title:
The undersigneds hereby agree and consent to each of the First
Amendment, Second Amendment, Third Amendment and Fourth Amendment as of the
respective dates of such amendments.
FIREARMS TRAINING SYSTEMS, INC.,
as Guarantor
By:
------------------------
Name:
Title:
DART INTERNATIONAL, INC.,
as Guarantor
By:
------------------------
Name:
Title:
-7-
