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TENTH AMENDMENT dated as of March
31, 2000 (the "Tenth 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 Second Amendment dated as of November
13, 1998, the Third Amendment dated as of
March 31, 1999, the Fourth Amendment dated
as of April 30, 1999, the Fifth Amendment
dated as of September 30, 1999, Sixth
Amendment dated as of November 15, 1999,
Seventh Amendment dated as of December 6,
1999, Eighth Amendment dated as of December
31, 1999, and Ninth Amendment dated as of
March 1, 2000 (the Amended and Restated
Credit Agreement as so amended being
referred to herein as 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"), Bank of America,
N.A., as Agent, (in such capacity, the
"Agent"), Swingline Lender and Issuing
Bank.
The Borrower has advised the Agent that it does not have sufficient
funds (i) to pay all of the interest on the Loans that is due and payable on and
after December 1, 1999 , including without limitation, the Deferred Payments (as
defined in the Seventh Amendment) and unpaid interest which has become due since
December 6, 1999 and (ii) to pay the principal payment due on the Tranche A Term
Loan in the amount of $4,200,000 on March 31, 2000. The failure to pay all of
such principal and interest would constitute an Event of Default under the
Credit Agreement. The Borrower also has advised the Agent that it has used its
best efforts to comply with Article VII, subsection (r) of the Credit Agreement
(as extended by letter agreements dated January 27, 2000 and February 11, 2000),
but has failed to comply therewith. The Parent and the Borrower have requested
that (i) a portion of interest on the Loans due and unpaid on December 31, 1999
in the aggregate amount of $1,402,395.89 be further deferred, (ii) that a
portion of the interest that has become due on the Loans since December 31, 1999
in the amount of $1,936,686.23 be deferred and (iii) further relief from Article
VII, subsection (r) of the Credit Agreement be granted. 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 Tenth 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:
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SECTION 1.01. Amendment to Section 5.15 as Inserted in the Seventh
Amendment. The Seventh Amendment mistakenly purported to insert a new Section
5.15 into the Amended Agreement. A new Section 5.15 had actually been inserted
in Section 1.02 of the Third Amendment and was not intended to be replaced by
the Seventh Amendment's incorrect reference to a "new" paragraph 5.15. The
Amended Agreement is hereby amended by renumbering the new section inserted in
the Seventh Amendment as Section 5.15 of the Credit Agreement to Section 5.17 of
the Credit Agreement for purposes of the Seventh, Eighth and Ninth and
subsequent Amendments and changing each reference thereto in the Seventh, Eighth
and Ninth Amendments to Section 5.17. Such renumbered Section 5.17 is hereby
amended by changing the dates in subsections (b) and (c) thereof from March 31,
2000 to April 30, 2000, by changing the date in subsection (d) thereof from
March 31, 2000 to April 30, 2000 and by changing the date in subsection (e)
thereof from May 1, 2000 to June 1, 2000.
SECTION 1.02. Amendment to Article VII. Article VII of the Credit
Agreement is hereby amended by deleting sub-Article VII (s), inserting the
following in lieu thereof:
(s) the agreement described in Section 5.17 (e) above is
not consummated and the investment provided thereunder made on or
before June 15, 2000.
SECTION 1.03. The chart in Section 2.12(a)(ii) [as amended by the
Sixth Amendment] is hereby amended by deleting the date March 31, 2000 and
inserting, in lieu thereof, April 30, 2000, such that the principal payment in
the amount of $4,200,000 due March 31, 2000, is deferred from March 31, 2000, to
April 30, 2000, without any change of any other Tranche A Repayment Date.
SECTION 1.04. Notwithstanding anything contained in the Amended
Agreement or any of the other Loan Documents to the contrary, the Deferred
Interest Payments-10th Amendment (hereinafter defined) shall be due and payable
in full on April 30, 2000. For purposes of this Section 1.04, "Deferred Interest
Payments-10th Amendment" shall mean all unpaid interest and other amounts due on
the Loans (except for principal payments) which accrued, and would, without this
provision, otherwise be due and payable, on or before March 31, 2000 pursuant to
the terms of the Amended Agreement, and as listed on Schedule A-10 attached
hereto.
SECTION 1.05 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 Tenth
Amendment Effective Date (as defined below) with the same effect as if
made on and as of the date hereof or the Tenth 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
including, without limitation, the obligation to pay all principal and
interest due on and prior to the date hereof and no Default or Event of
Default has
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occurred or is continuing under the Amended Agreement, other than the
Defaults or Events of Default described in Section 1.02 of the Sixth
Amendment.
(c) The execution, delivery and performance by the
Borrower and the Parent of this Tenth Amendment have been duly
authorized by the Borrower.
(d) This Tenth Amendment constitutes the legal, valid and
binding obligation of the Borrower, enforceable against the Borrower in
accordance with its terms, subject to the effect of bankruptcy,
insolvency, reorganization, arrangement, moratorium, fraudulent
conveyance, voidable preference or similar laws and the application of
equitable principles generally.
(e) The execution, delivery and performance by the
Borrower of this Tenth 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.
SECTION 1.06. Effectiveness. This Tenth Amendment shall become
effective as of April 1, 2000 (the "Tenth Amendment Effective Date") upon
satisfaction of the following conditions precedent:
(a) The Agent shall have received duly executed
counterparts of this Tenth Amendment which, when taken together, bear
the authorized signatures of the Parent, the Borrower and all the
Lenders.
(b) The Lenders shall be satisfied that the
representations and warranties set forth in Section 1.05 hereof are
true and correct on and as of the Tenth 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 Tenth 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.
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(e) The Agent shall have received payment of and all fees
and expenses set forth in Section 1.08.
SECTION 1.07. APPLICABLE LAW. THIS TENTH 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 1.08. 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 Tenth Amendment, including, but not limited to, the
reasonable fees and disbursements of counsel.
SECTION 1.09. Counterparts. This Tenth 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. Delivery by
facsimile by any of the parties hereto of an executed counterpart of this Tenth
Amendment shall be as effective as an original executed counterpart hereof and
shall be deemed a representation that an original executed counterpart hereof
will be delivered, but the failure to deliver a manually executed counterpart
shall not affect the validity, enforceability or binding effect of this Tenth
Amendment.
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.
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IN WITNESS WHEREOF, the parties hereto have caused this Tenth 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:
BANK OF AMERICA, 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:
Title:
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BHF (USA) CAPITAL CORPORATION
By:
---------------------------------------
Name:
Title:
BANK AUSTRIA CREDITANSTALT
CORPORATE FINANCE, INC. (FKA
CREDITANSTALT CORPORATE
FINANCE, INC.)
By:
---------------------------------------
Name:
Title:
By:
---------------------------------------
Name:
Title:
AGREED and CONSENTED,
as of the date first above written:
DART INTERNATIONAL, INC.
By:
-----------------------------------
Name:
Title:
FIREARMS TRAINING SYSTEMS, INC.
By:
-----------------------------------
Name:
Title:
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SCHEDULE A-10
REVOLVER:
Base Rate Interest Due on 12/31/99 $240,505.36
Base Rate Interest Due on 3/31/00 $557,371.48
TERM A:
Libor Interest Due on 12/1/99 $372,576.75
Base Rate Interest Due on 03/31/00 $470,209.96
TERM B:
Libor Interest Due on 12/1/99 $789,313.78
Base Rate Interest Due on 03/31/00 $909,104.79
