1
EXHIBIT 10.02
EXECUTION COPY
THIRD AMENDMENT dated as of January 27, 1997 (this "Third
Amendment"), to the Credit Agreement dated as of July 31, 1996, as
amended (the "Credit Agreement"), among Firearms Training Systems,
Inc. (the "Borrower"), the lenders listed on the signature pages
thereto (the "Lenders") and NationsBank, N.A. (South), as agent for
the Lenders (in such capacity, the "Agent") and as issuing bank (in
such capacity, the "Issuing Bank").
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 Third 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 5.09. (a) The number "180" in the
first line of Section 5.09 is hereby deleted and the number "210" is hereby
substituted in lieu thereof.
(b) The principal amount of "$30,000,000" in the sixth line of Section
5.09 is hereby deleted and the principal amount of "$20,000,000" is hereby
substituted in lieu thereof.
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 Amended Agreement, and in each other Loan Document,
are true and correct in all material respects on and as of
the date hereof and on and as of the Third Amendment
Effective Date (as defined below) with the same effect as
if made on and as of the date hereof or the Third
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 Third Amendment have been duly authorized by the
Borrower.
2
(d) This Third 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 Third Amendment (i) do not conflict with or
violate (A) any provision of law, statute, rule or
regulation, or of the certificate 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) do
not require any consents under, result in a breach of or
constitute (with notice or lapse of time or both) a
default under any such indenture, agreement or instrument.
SECTION 1.03. Effectiveness. This Third 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 "Third Amendment Effective Date"):
(a) The Agent shall have received duly executed counterparts of
this Third Amendment which, when taken together, bear the
authorized signatures of the Borrower and the Required
Lenders.
(b) The Required Lenders shall be satisfied that the
representations and warranties set forth in Section 1.02
are true and correct on and as of the Third Amendment
Effective Date and that no Default or Event of Default has
occurred or is continuing.
(c) There shall not be any action pending or any judgment,
order or decree in effect which, in the judgment of the
Required 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 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 Third
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 THIRD 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 1.05. Expenses. The Borrower shall pay all reasonable
out-of-pocket expenses incurred by the Agent and the Required Lenders in
connection with the preparation, negotiation, execution, delivery and
enforcement of this Third 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 Third Amendment and the
Amended Agreement.
3
SECTION 1.06. Counterparts. This Third 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. 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.
- 3 -
4
IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment
to be duly executed by their duly authorized officers, all as of the date first
above written.
FIREARMS TRAINING SYSTEMS, INC.,
as Borrower
By: /s/ Xxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Chief Financial Officer
NATIONSBANK, N.A. (SOUTH), as Issuing
Bank, Swingline Lender and individually
as a Lender
By: /s/ Xxxx XxXxxxx
--------------------------------
Name: Xxxx XxXxxxx
Title: Vice President
FIRST BANK NATIONAL ASSOCIATION, as a
Lender
By: /s/ Xxxx X. Xxxxx
--------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
FIRST SOURCE FINANCIAL LLP, as a Lender,
by First Source Financial, Inc., as
Agent/Manager
By: /s/ Xxxx X. Xxxxxxx
--------------------------------
Name: Xxxx X. Xxxxxxx
Title: Senior Vice President
BHF-BANK AKTIENGESELLSCHAFT, as a
Lender
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
By: /s/ Xxxxxx Svelzvhotz
--------------------------------
- 4 -
5
Name: Xxxxxx Svelzvhotz
Title: Senior Vice President
CREDITANSTALT CORPORATE FINANCE,
INC., as a Lender
By: /s/ Xxxx X. Xxxxx
--------------------------------
Name: Xxxx X. Xxxxx
Title: Senior Associate
By: /s/ Xxxxx Xxxxx
--------------------------------
Name: Xxxxx Xxxxx
Title: Senior Associate
- 5 -
