EXHIBIT 10.05
SWINGLINE NOTE
$2,000,000 July 31, 1996
FOR VALUE RECEIVED, the undersigned, FIREARMS TRAINING SYSTEMS, INC.,
a Delaware corporation (the "Borrower"), hereby promises to pay to the order of
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NATIONSBANK, N.A. (SOUTH) (the "Swingline Lender") and its registered assigns,
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at the office of NationsBank, N.A. (South) (the "Agent"), at 000 Xxxxx Xxxxx
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Xxxxxx, 0xx Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, (i) on the last day of each
Interest Period (as defined in the Credit Agreement dated as of July 31, 1996
(as amended, supplemented or otherwise modified from time to time, the "Credit
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Agreement"), among the Borrower, the Lenders named therein, NationsBank, N.A.
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(South), as the Agent, as Swingline Lender and as Issuing Bank), the aggregate
unpaid principal amount of all Swingline Loans made to the Borrower by the
Swingline Lender pursuant to the Credit Agreement to which such Interest Period
applies and (ii) on the Swingline Maturity Date, the aggregate unpaid principal
amount of all Swingline Loans made to the Borrower by the Swingline Lender
pursuant to the Credit Agreement, in each case in lawful money of the United
States of America in immediately available funds, and to pay interest from the
date hereof on the principal amount hereof from time to time outstanding, in
like funds, at said office, at the rate or rates per annum and on the dates
provided in the Credit Agreement.
The defined terms in the Credit Agreement are used herein with the
same meaning. All of the terms, conditions and covenants of the Credit
Agreement are expressly made a part of this promissory note (this "Note") by
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reference in the same manner and with the same effect as if set forth herein
and, subject to Section 9.04 of the Credit Agreement, any holder of this Note is
entitled to the benefits of and remedies provided in the Credit Agreement and
the other Loan Documents.
The Borrower promises to pay interest, on demand, on any overdue
principal and, to the extent permitted by law, overdue interest from their due
dates at the rate or rates provided in the Credit Agreement.
The Borrower and any and all sureties, guarantors and endorsers of
this Note and all other parties now or hereafter liable hereon, severally waive
grace (except grace provided
pursuant to the express terms of the Credit Agreement), presentment for payment,
protest, notice of any kind (including notice of dishonor, notice of protest,
notice of intention to accelerate and notice of acceleration) and diligence in
collecting and bringing suit against any party hereto, and agree (i) to all
extensions and partial payments, with or without notice, before or after
maturity, (ii) to any substitution, exchange or release of any security now or
hereafter given for this Note, (iii) to the release of any party primarily or
secondarily liable hereon and (iv) that it will not be necessary for the Agent
or any Lenders, in order to enforce payment of this Note, to first institute or
exhaust their remedies against the Borrower or any other party liable therefor
or against any security for this Note. The nonexercise by the holder of any of
its rights hereunder in any particular instance shall not constitute a waiver
thereof in that or any subsequent instance.
All borrowings evidenced by this Note and all payments and prepayments
of the principal hereof and interest hereon and the respective dates thereof
shall be endorsed by the holder hereof on the schedule attached hereto and made
a part hereof or on a continuation thereof which shall be attached hereto and
made a part hereof, or otherwise recorded by such holder in its internal
records; provided, however, that the failure of the holder hereof to make such a
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notation or any error in such a notation shall not affect the obligations of the
Borrower under this Note or the Credit Agreement.
This Note is the Swingline Note referred to in the Credit Agreement,
which, among other things, contains provisions for the acceleration of the
maturity hereof upon the happening of certain events, for optional and mandatory
prepayment of the principal hereof prior to the maturity hereof and for the
amendment or waiver of certain provisions of the Credit Agreement, all upon the
terms and conditions therein specified.
This Note shall be construed in accordance with and governed by the
laws of the State of New York.
The Borrower shall not assign or delegate any of its rights or duties
hereunder or any interest herein (whether voluntarily, by operation of law or
otherwise), except as permitted by Section 9.04(j) of the Credit Agreement. Any
purported assignment or delegation in violation of the foregoing shall be void.
In the event this Note is not paid when due at any stated or
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accelerated maturity, the Borrower agrees to pay, in addition to the principal
of and interest on this Note, all costs of collec tion, including reasonable
attorneys' fees.
FIREARMS TRAINING SYSTEMS, INC., a
Delaware corporation
By: /s/ Xxxxxx X. Xxxxx, Xx.
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Name: Xxxxxx X. Xxxxx, Xx.
Title: President and Chief
Operating Officer
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