EXHIBIT 2.02
July 9, 1996
Centre Partners Management LLC
As Representative of the Buyers (as defined herein)
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xx. Xxxxxxxx X. Xxxxx
Dear Sirs:
Reference is hereby made to the Recapitalization and Stock Purchase and
Sale Agreement dated June 5, 1996, among Firearms Training Systems N.V. (the
"Seller"), Firearms Training Systems, Inc., and Centre Capital Investors II,
L.P., Centre Partners Coinvestment, L.P., Centre Parallel Management Partners,
L.P., Centre Capital Offshore Investors II, L.P., Centre Capital Tax-exempt
Investors II, L.P., and State Board of Administration of Florida, (the "Buyers")
and Centre Partners Management LLC ("Centre Partners") (the "Stock Purchase
Agreement"). Capitalized terms used herein and not defined shall have the
meanings ascribed thereto in the Stock Purchase Agreement. The Stock Purchase
Agreement is hereby modified to reflect a term in the Exclusivity Agreement
dated May 23, 1996, which was omitted from the Stock Purchase Agreement, to
provide that the Redemption Price shall be increased by an amount equal to the
product of (a) $151 million and (b) a fraction, the numerator of which shall be
the number of days in the period from and including July 6, 1996 to and
excluding the Closing Date, and the denominator of which shall be 365 and (c)
.0821875.
This letter agreement shall be governed and construed in accordance with
the laws of the State of New York without giving effect to the conflicts of laws
principles thereof.
2
If you are in agreement with the foregoing, please sign and return one copy
of this letter which will constitute our agreement with respect to the subject
matter of this letter.
Very truly yours,
FIREARMS TRAINING SYSTEMS
INTERNATIONAL N.V.
By: /s/ Xxxx Xxxxxxxxx
---------------------
Xxxx Xxxxxxxxx
CONFIRMED AND AGREED TO BY:
CENTRE CAPITAL INVESTORS II, L.P.,
CENTRE CAPITAL OFFSHORE INVESTORS II, L.P.
CENTRE CAPITAL TAX-EXEMPT INVESTORS II, L.P.
by Centre Partners II, L.P. as general partner of such partnerships
by Centre Partners Management LLC, attorney-in-fact
by /s/ Xxxxxxxx X. Xxxxx
-----------------------
Xxxxxxxx X. Xxxxx
Managing Director
CONFIRMED AND AGREED TO BY:
CENTRE PARTNERS COINVESTMENT, L.P.
CENTRE PARALLEL MANAGEMENT PARTNERS, L.P.
by Centre Partners II, LLC, as general partner
by /s/ Xxxxxxxx X. Xxxxx
-----------------------
Xxxxxxxx X. Xxxxx
Managing Director
3
CONFIRMED AND AGREED TO BY:
STATE BOARD OF ADMINISTRATION OF FLORIDA
by Centre Parallel Management Partners, L.P., as manager
by Centre Partners Management LLC, attorney-in-fact
by /s/ Xxxxxxxx X. Xxxxx
-----------------------
Xxxxxxxx X. Xxxxx
Managing Director
CONFIRMED AND AGREED TO BY:
CENTRE PARTNERS MANAGEMENT LLC
by /s/ Xxxxxxxx X. Xxxxx
-----------------------
Xxxxxxxx X. Xxxxx
Managing Director
